By accessing or otherwise using this Website, online marketing material, you, as Licensee, agree to be bound by the terms of this End User License Agreement (this "Agreement"). If you do not agree to the terms of this Agreement, do not use or access this Web-site, or any of the subscription material.
This EULA covers the Website and marketing material identified above, which includes a Website, designs, web pages, images, photographs, animations, videos, audio, music, text, applications, code, online marketing material, computer Web-based Marketing Program, and may include associated media, hardware, printed materials, and electronic documentation (collectively, the "Web-based Marketing Program"). The Web-based Marketing Program also includes any updates and supplements to the original Web-based Marketing Program provided to you by WebBrand LLC through this website.
If the person accessing this Web-based Marketing Program is an individual using it for his or her own purposes, "You" means the person using this Web-based Marketing Program. If the person accessing this Web-based Marketing Program is doing so in furtherance of the purposes of another person, including an organization (whether or not the employer or the person) then "You" means both the person accessing this Web-based Marketing Program and the other person, including the organization. No person accessing the Web-based Marketing Program for another may do so unless the person accessing the Web-based Marketing Program is authorized to bind the other person, including an organization, and failure to be so authorized will result in unauthorized use of the Web-based Marketing Program subject to civil and criminal consequences.
This EULA is a legal agreement between You and WebBrand, LLC, a Michigan limited liability company ("WebBrand"), of 2232 S. Main Street #353, Ann Arbor Michigan.
The Web-based Marketing Program is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Web-based Marketing Program is licensed, not sold.
WebBrand LLC grants to You a non-exclusive, non-transferable, license to use the Web-based Marketing Program, for only Your business purposes. The license shall be renewable on a monthly basis, and will only be effective if You have paid the monthly subscription fee in advance as described in Section 7.0. This license permits one specific natural person to access and use the Web-based Marketing Program. This is not a seat- or session- based license. Once a natural person begins use of the Web-based Marketing Program, the license is permanently associated with that named natural person and no other person may use the Web-based Marketing Program without procuring from WebBrand LLC another license for that other person. You may only use the Web-based Marketing Program on your own behalf. The sharing of any user name and/or password for the purposes outlined above, is strictly prohibited and shall be grounds for immediate termination of this Agreement.
Except for the license rights mentioned in this Paragraph, no right, title or interest in the Web-based Marketing Program is granted to You. You will not yourself, or through any parent, subsidiary, affiliate, agent or other third party ("Related Entities") reproduce, distribute, modify, translate, decompile, disassemble, reverse engineer, or transmit in any form or by any means any part of the Web-based Marketing Program. Further, You and/or Related Entities will not sell, lease, license, sublicense, or market the Web-Based Marketing Program.
You agree to pay the initial monthly membership fee as indicated on the website and any applicable additional monthly membership fees. The Membership term shall be monthly ("the Membership Term". The initial membership fee includes the first month’s fee for the Web-based Marketing Program and shall be paid in advance through the website and are due prior to the commencement of the applicable membership fee period. Once a Membership Term expires, it will automatically renew for successive terms of the same period unless You or WebBrand LLC notifies the other of non-renewal at least 5 business days prior to the upcoming expiration date or WebBrand LLC ceases to make the Web-based Marketing Program available to You. Renewals are charged at WebBrand LLC’s then-current rates unless otherwise agreed by both parties in writing, and WebBrand, LLC will at its discretion charge You using the credit card on file. WebBrand LLC has the right to adjust membership fees at any time without prior notice.
The rights granted herein are solely for Your own business use and do not include the right to copy the Web-based Marketing Program in whole or in part.
a. WebBrand LLC retains title in and to the Web-based Marketing Program, including, without limitation, all designs, web pages, images, photographs, animations, videos, audio, music, text, and applications, code, all derivations, compilations, or copies and passwords, and all rights to patents, copyrights, trademarks, trade secrets, and other intellectual property rights inherent therein and/or appurtenant thereto. You shall not, by virtue of this Agreement or otherwise, acquire any proprietary rights whatsoever in this Web-based Marketing Program except as provided herein, such is considered confidential information of WebBrand LLC and the sole and exclusive property of WebBrand LLC. Any right not expressly granted to You by this Agreement is hereby expressly reserved by WebBrand LLC.
b. Injunctive Relief. The parties agree that if You utilize or otherwise use any of the Web-based Marketing Program in an unauthorized manner, or breach the remaining terms and conditions of this Agreement, that such use or breach would have a devastating and serious impact on WebBrand, LLC’s continuing ability to compete profitably and would therefore, result in immediate and irreparable injury, loss or damage to WebBrand LLC. The parties agree that in such event, in addition to WebBrand LLC’s right to recover damages for a breach of this Agreement (including litigation costs and attorney fees), WebBrand LLC would be entitled to obtain a temporary restraining order or a preliminary injunction from a court of competent jurisdiction to prevent You, Your employees, agents, consultants, or independent contractors from engaging in any further use of the Web-based Marketing Program or the continued breach of the remaining terms and conditions of this Agreement.
c. Confidential Information shall remain the sole property of WebBrand LLC and shall not be disclosed to any third-party without the prior written consent of WebBrand LLC. You agree to exercise reasonable care in protecting the Confidential Information of WebBrand LLC. Items will not be deemed Confidential Information if: (i) the information was available to the public other than by a breach of this Agreement with WebBrand LLC; (ii) was rightfully received from a third party not in breach of any obligation of confidentiality; (iii) was independently developed by a party without use of the Confidential Information of the other; (iv) was known to the recipient at the time of the disclosure (other than under a separate confidentiality obligation); or (v) was produced in compliance with applicable law or Court Order, provided the other party is given reasonable notice of the same. You agrees to indemnify WebBrand LLC for any damages WebBrand LLC may sustain resulting from the unauthorized use and/or disclosure of Confidential Information. Such damages shall include reasonable expenses incurred in seeking both legal and equitable remedies.
d. You shall permit access to the Web-based Marketing Program only by Your employees and Authorized Users who have a need to know in connection with the license rights granted under this Agreement. You shall not sell, transfer, publish, disclose, display, or otherwise make available any portion of the Web-based Marketing Program to others or permit others to access the Web-based Marketing Program. You agree to secure and protect the Web-based Marketing Program in a manner consistent with the maintenance of WebBrand LLC’s rights therein, and in accordance with the terms of this Agreement, and to take appropriate action by instruction or agreement with Your employees who are permitted access to the Web-based Marketing Program to satisfy Your obligations hereunder. You shall cooperate with and assist WebBrand LLC in identifying and preventing any unauthorized use, copying, or disclosure of the Web-based Marketing Program. Without limitation of the foregoing, You shall advise WebBrand LLC immediately in the event You learn or have reason to believe any person has violated or intends to violate the confidentiality obligation on the Web-based Marketing Program or the proprietary rights of WebBrand LLC, and You will, at Your own expense, cooperate with WebBrand LLC in seeking injunctive or other equitable relief, at WebBrand LLC’s sole discretion, in the name of WebBrand LLC and You, against any such person. You agree to maintain the confidentiality of the Web-based Marketing Program using the same care WebBrand LLC uses to maintain the confidentiality of its own most confidential information.
WebBrand LLC hereby warrants and represents to You as follows:
a. WebBrand LLC is the owner of the Web-based Marketing Program or otherwise has the right to grant You this license, and there is currently no actual or threatened suit by any such third party based on an alleged violation of such right by WebBrand LLC;
b. WEBBRAND LLC DISCLAIMS ANY AND ALL WARRANTIES ON THE WEB-BASED MARKETING PROGRAM INCLUDING ANY WARRANTY THE WEB-BASED MARKETING PROGRAM WILL PERFORM AS REPRESENTED OR FOR ITS INTENDED PURPOSE, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND WARRANTY OF MERCHANTABILITY. THIS WEB-BASED MARKETING PROGRAM IS LICENSED "AS IS".
c. YOU AGREE THAT WEBBRAND LLC SHALL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPT, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, TRANSACTION LOSSES, OPPORTUNITY COSTS, OR INTERRUPTION OF BUSINESS RESULTING FROM, ARISING OUT OF, OR IN ANY WAY RELATING TO THE WEB-BASED MARKETING PROGRAM, ARISING OUT OF WEBBRAND LLC’S BREACH OF THIS AGREEMENT. IN NO EVENT SHALL WEBBRAND LLC’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR UNDER THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION, EXCEED THE MONTHLY MEMBERSHIP FEE YOU PAID WEBBRAND, LLC.
d. WebBrand LLC reserves the right to monitor in its sole discretion all information that You use or create in connection with the Web-based Marketing Program, and to delete or edit any file, program, or message that WebBrand LLC, in its discretion, deems to contain inappropriate, obscene, abrasive or otherwise questionable language. However, WebBrand LLC is not required to monitor this information and further disclaims any responsibility for the content You create. You agree that You are solely responsible for any and all legal and contractual compliance of the content that you create.
a. The licenses granted hereunder shall be valid Thirty (30) day periods and shall be renewable monthly. This Agreement shall immediately terminate if You breach or violate any terms of this Agreement.
b. You shall, upon termination of this Agreement: (i) discontinue all use of the Web-based Marketing Program; (ii) deliver to WebBrand LLC all media containing any forms of the Web-based Marketing Program and all other physical copies of the Web-based Marketing Program; (iii) destroy the Web-based Marketing Program and all copies of the Web-based Marketing Program contained in any computer memory or data storage apparatus under the control of You and (iv) certify to WebBrand LLC within One (1) week after the termination of this Agreement that You has delivered the Web-based Marketing Program to WebBrand LLC or destroyed the Web-based Marketing Program and all copies of the Web-based Marketing Program in accordance with this Section.
a. You will indemnify WebBrand LLC from and against any and all liability (including the payment of litigation costs and attorney fees) or claims made against WebBrand LLC by any third parties arising from a claim, of whatever nature, related to the Web-based Marketing Program’s alleged failure to perform in any manner, any claims related to the representation of any products You sell or offer for sale to any third-party while utilizing Web-Based Marketing Program, and any and all consequential and ancillary damages associated with any alleged failure of the Web-Based Marketing Program to perform in any manner.
b. Should any third party claim the Web-Based Marketing Program infringes upon any patent, copyright, or trade secret rights of another, You shall (i) promptly give WebBrand LLC written notice of any such claim; (ii) give WebBrand LLC full authority to defend such claim and provide WebBrand LLC with all the information and assistance WebBrand LLC requests in connection with any defenses of such claim; and (iii) gives WebBrand LLC sole control over the defense of such claim and all negotiations for the compromise or settlement thereof.
c. You agree that you shall promptly notify WebBrand LLC of any complaint(s) or fractions(s) or legal action(s), whether actual or threatened, that You become aware of as a result of the Web-based Marketing Program, that are made to any governing agency such as the Federal Food and Drug Administration, Federal Trade Commission, or any other Local, State and Federal Government.
d. WebBrand LLC shall have no obligation to indemnify You nor otherwise be liable to You for any infringement or any copyright, patent or trade secret based on Your combination of the Web-based Marketing Program with other products. WebBrand LLC shall have no obligation to cover any costs incurred by You without WebBrand LLC’s prior written authorization. The provisions of this Section state the exclusive liability of WebBrand LLC, and the exclusive remedy for You with respect to any claim of patent, copyright, or trade secret infringement.
You may not assign this Agreement to any third-party, including any subsidiary or affiliate under Your control, or as part of the sale of that part of Your business which includes the Web-based Marketing Program, without WebBrand LLC’s prior written consent.
This Agreement shall be binding on the parties hereto and their successors and assigns.
This Agreement shall be governed by and construed under the Laws of the State of Michigan.
You consent and agree that all legal proceedings relating to the subject matter of this Agreement shall be maintained in a Court sitting within the State of Michigan, County of Kent, and You consent and agree that jurisdiction and venue for such proceedings shall lie exclusively with such Courts. Service of Process in any such proceeding may be made by first class or certified mail return receipt requested, and directed to You any address which you provided to WebBrand, LLC in order to receive notices.
If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby. The failure by any Party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.
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