BY ACCESSING, VIEWING OR USING THIS PRODUCT OR SERVICE (the "Site"), OR ANY DATA OR WORK THEREIN (the “Articles”), YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT ("Agreement") WITH CE MARKETING PROS, LLC (“CEMP”). YOUR CONTINUED ACCEPTANCE OF AND COMPLIANCE WITH THE TERMS OF THIS AGREEMENT ARE A CONDITION PRECEDENT TO YOUR RIGHT TO ACCESS OR USE THE SITE, OR ANY ARTICLES THEREOF.
1. Copyright and Usage Policy. All Site content and Articles are the property of CEMP. In consideration of Your full payment of the fees to CEMP, and Your compliance with the terms of this Agreement, which are conditions precedent to CEMP’s license grant, CEMP grants You the following rights only for Your internal business in the normal course of Your business, or Your personal use, limited to a home, business and/or travel computer, and subject to all terms and conditions of this Agreement:
1.1. Site License. You will have a non-exclusive, non-transferrable and limited license to access and use the Site. You specifically may not provide access to the Site, or any portions thereof, either directly or indirectly, to any third party. Except as expressly permitted herein, You may not copy, reproduce, rent, lease, sell, modify, alter, commercially exploit, transmit, distribute, reverse engineer, create any derivative works or maintain any archive of the Sites, or any portions thereof.
1.2. Articles Rights. For articles purchased on a non-exclusive basis (“Non-Exclusive Articles”), You will have a non-exclusive, non-transferable and limited license to access, use, and publish the Non-Exclusive Articles on Your website one (1) time. You may not re-publish any Non-Exclusive Articles after your first publication. For articles purchased on an exclusive basis (“Exclusive Articles”), You will have an exclusive, non-transferable and limited license to access, use and publish the Exclusive Articles for one (1) year from purchase on Your website (“Exclusive License Term”). After the expiration of the Exclusive License Term, Your rights shall expire to the Exclusive Articles and CEMP shall retain all rights and may re-sell the articles to other customers.
2. Unique Identifiers. For access to the Site, You will be provided with a User ID and Password (collectively, the "Unique Identifiers") to be used only to access the Site and to exercise Your rights and privileges under this Agreement. It is Your responsibility to protect Your Unique Identifiers from unauthorized use. You shall maintain as personal and confidential the Unique Identifiers, and are expressly prohibited from transferring or sharing them and from revealing them to any third party to this Agreement. Any violation of the foregoing may, at CEMP's sole discretion, result in immediate termination of Your access rights to the Site and the Articles.
3. Proprietary Rights, Attribution, and Content Changes. You agree that all right, title and interest (including all copyrights, trademarks, service marks and other intellectual property rights) in and to the Site and the Articles, including all derivative works and modified works, belong exclusively to CEMP. We strongly recommend that you display the author’s name when using an Article. Most of our authors are well-known experts in their fields and their names will lend credibility to the content, but it is Your choice. You may edit the content of an Article to add Your own spin and brand attributes, but You must submit edited copy to CEMP for approval at least 7 days in advance of publication. Unless otherwise agreed to by the parties, all Articles remain the property of CEMP even if You make approved changes to the Articles.
4. Warranty Disclaimer. THE SITE AND ARTICLES, AND ANY PORTIONS THEREOF, ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. CEMP AND ITS EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, CONTRIBUTORS AND THIRD PARTY PROVIDERS (the "CEMP RELATED PARTIES") DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS CONCERNING THE SITE AND THE ARTICLES, AND SPECIFICALLY DISCLAIM ANY WARRANTY OR REPRESENTATION CONCERNING THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS, OR FUNCTIONALITY OF THE SITE AND ARTICLES. MOREOVER, CEMP AND THE CEMP RELATED PARTIES DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND/OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE SITE AND ARTICLES. CEMP AND THE CEMP RELATED PARTIES ALSO DO NOT WARRANT THE SITE TO BE FREE OF ANY ERROR OR DEFECT. YOU: (1) ASSUME THE ENTIRE RISK AS TO THE SUITABILITY, USE, RESULTS OF USE, PERFORMANCE, ACCURACY, COMPLETENESS, CURRENTNESS AND PERFORMANCE OF THE SITE AND ARTICLES; (2) WAIVE ANY CLAIM OF DETRIMENTAL RELIANCE UPON THE SITE AND ARTICLES; AND (3) AGREE TO INDEPENDENTLY VERIFY, THROUGH OTHER SOURCES, THE ACCURACY, COMPLETENESS AND CURRENTNESS OF THE SITE AND ARTICLES.
5. Limitation of Liability. YOUR SOLE AND EXCLUSIVE REMEDY, AND CEMP’S AND THE CEMP RELATED PARTIES' ENTIRE LIABILITY, SHALL BE A REFUND OF ANY FEE PAYMENT. IN NO EVENT SHALL CEMP AND/OR THE CEMP RELATED PARTIES HAVE ANY LIABILITY, IN CONTRACT, TORT OR OTHERWISE, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF ANY INACCURACY OR DEFECT IN THE SITE AND ARTICLES, OR ANY PORTIONS THEREOF, OR YOUR USE OF OR INABILITY TO USE A PARTICULAR ARTICLE OR SITE PORTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CEMP OR THE CEMP RELATED PARTIES BE LIABLE FOR ANY DAMAGES.
6. No Third Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of CEMP and You and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.
7. Termination. This Agreement is effective until terminated. CEMP may terminate Your license if You breach any terms or conditions of this Agreement. Upon termination of this Agreement for any reason, You shall delete any copies of the Articles, and provide an affidavit to CEMP that this has been done. The provisions of Sections 1 through 9.6 of this Agreement shall survive any termination of this Agreement.
8. Linking. CEMP ASSUMES NO RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENTS OF ITS SITE, INCLUDING CONTENTS THAT ARE REFERENCED BY OR LINKED TO THIRD PARTY SITES. CEMP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND FOR THE CONTENTS OF ITS SITE OR ANY THIRD PARTY SITES.
9.1 Governing Law & Forum. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND AND THE UNITED STATES, EXCLUDING LAWS RELATING TO CONFLICT OF LAWS. YOU IRREVOCABLY AGREE THAT ANY ACTION BY YOU HEREUNDER SHALL BE INITIATED AND MAINTAINED IN THE FEDERAL OR STATE COURTS IN MARYLAND, AND YOU HEREBY SUBMIT TO PERSONAL JURISDICTION IN SUCH FORUM IN ANY ACTION BROUGHT BY CEMP AND/OR THE CEMP RELATED PARTIES. ANY ACTION BY YOU RELATING TO THE SITES MUST BE INITIATED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE.
9.2 Injunctive Relief. You agree that legal remedies alone provide inadequate protection of the Site and the Articles, and the intellectual property rights embodied therein, and that in addition to other relief, CEMP and/or the CEMP Related Parties may seek temporary or permanent injunctions to enforce their rights, and You hereby waive the requirement of any bond.
9.3 Evidence. This Agreement and Your completion of the authorization process to access and/or use the Site constitutes Your original signature in electronic form, and shall be considered an original document with authenticated signature admissible into evidence.
9.4 Changes. CEMP reserves the right to modify the provisions of this Agreement by posting a revised version of this Agreement on the Site with a prominent indicator showing that the Agreement has been changed. Any modified Agreement shall be effective from the date such Agreement is posted.
9.5 Severability. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement on future occasions. Headings and subheadings are for purposes of reference and convenience and have no substantive effect.
9.6 Entire Agreement. This Agreement: (1) constitutes the complete and exclusive agreement among the parties with respect to use of the Site and the Articles, or any portion thereof; and (2) supersedes all other communications, representations, statements and understandings, whether oral or written, among the parties concerning its subject matter.