END USER LICENSING AGREEMENT
Your purchase of recorded materials, downloads, software, or other information from Brinkley, Clary, & Thomas Consulting, LLC is your agreement to be bound by the following end user licensing agreement. Brinkley, Clary, & Thomas Consulting, LLC (BCAT) wishes to license intellectual property (the information provided by BCAT) to the licensee and the licensee desires to purchase a license to use the intellectual property under the terms and conditions stated below. In consideration thereof, the parties agree as follows:
I. License. Under the terms of this Agreement, BCAT grants to the purchaser (you, licensee, purchaser) a non-exclusive and non-transferable license to use intellectual property purchased from BCAT. Intellectual property may include lectures, outlines, sample tests, and other written and recorded material in various formats and storage methods, including but not limited to paper, software, online views, telephone consultations, written correspondence, and any other intellectual property provided to you defined by your specific purchase.
II. Copyright. The intellectual property rights and distribution rights to all of this property remains exclusively with BCAT, which includes not only the look and appearance of the material, but also the content of the material. This Agreement is a license for use only and does not in any way transfer ownership rights to you.
Software may be loaded on to only one computer; online views, lectures, and consultations will be limited by the terms of your purchase.
The rights and obligations under this Agreement are personal to you and BCAT only and you may not transfer, assign, or gift any of the rights or obligations under this Agreement to any other person or entity. You may not allow other persons to use BCAT’s intellectual property without BCAT’s specific consent.
You may not modify, reverse engineer, decouple, or otherwise take for reuse any of BCAT’s property.
Failure to comply with the terms of this license are material breach of the Agreement.
III. License Fee. The purchase price will vary according to the package you purchase from BCAT; price and products and services provided are defined in your Purchase Agreement or Bill of Sale.
IV. Limitation of Liability. Intellectual property provided by BCAT and accepted by you is an “as-is” product and any liability will be limited to the maximum of the original purchase price of the license to use the property. BCAT is not liable for any general, special, incidental, or consequential damages, including, but not limited to, loss of production, loss of profits, loss of revenues, loss of data, or any other business or personal or economic disadvantage suffered by you arising from your use or the failure to use BCAT’s intellectual property.
BCAT makes no warranty, express or implied, regarding the fitness of the intellectual property for any particular purpose, or that the intellectual property will be suitable or appropriate for the specific requirements of you.
BCAT does not warrant that the use of this intellectual property will be uninterrupted or error free; you accept that software, CDs, flash drives, computer downloads, and other methods of storing data are prone to bugs and flaws within acceptable limits of the industry. BCAT will replace the intellectual property due to failure by bugs or flaws within one (1) year of the date of your purchase if you notify BCAT by e-mail, and you receive a written receipt from that notification.
V. Warranties. BCAT represents and warrants that it is the copyright holder of its property and represents that the granting of this license is not in violation of other agreements, copyrights, or statutes.
VI. Acceptance. All terms and conditions of this Agreement are accepted by you by your license purchase of BCAT’s intellectual property. You accept that there is no user support or maintenance provided as part of this Agreement and that the terms of this Agreement begin upon payment for the property.
VII. Termination. If this Agreement is terminated for any reason, you will promptly destroy any of BCAT’s intellectual property in your possession.
VIII. Force Majeure. BCAT will be free from liability to you when BCAT is prevented from executing its obligations under this Agreement due to force majeure (e.g. earthquake, typhoon, flood, fire, war, or other uncontrollable event) where BCAT has taken appropriate action to mitigate the event.
IX. Governing Law. The parties to this Agreement submit to the jurisdiction of the courts of the State of Iowa for any enforcement of this Agreement; the parties irrevocably and knowingly waive jury trial and agree to trial by a judge only.
X. Miscellaneous. This Agreement can only be modified by a signed writing; this Agreement does not create or imply any relationship or agency between BCAT and the licensee. Headings are for convenience and are not part of the Agreement. Any part of this Agreement determined by a court of competent jurisdiction to be invalid or void or unenforceable shall not render the balance of the Agreement moot. The balance of the Agreement shall remain enforceable.
This Agreement contains the entire Agreement between the parties; any understandings you have from solicitations or conversations, or otherwise are superseded by this Agreement. Notices to the purchaser under this Agreement will be sent to the address from which you ordered the property; notice to BCAT shall be to a BCAT officer or employee with whom you have had communication, and delivered with a “read” receipt. If you do not receive a “read” receipt and notices required to be done by personal service shall be to the Registered Agent of BCAT; the Registered Agent is found under the Company’s registration at the Iowa Secretary of State.