THE ROE GROUP ENTERPRISES, LLC
END USER LICENSE AGREEMENT
1. AGREEMENT TO BE BOUND. YOUR USE OF THE PROGRAM LICENSED FROM THE ROE GROUP ENTERPRISES, LLC (“RGE”) CONSTITUTES YOUR AGREEMENT TO BE BOUND BY AND YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (“LICENSE AGREEMENT”). IN THE EVENT THAT YOU CHOOSE NOT TO ENTER INTO THIS LICENSE AGREEMENT, YOU MUST IMMEDIATELY STOP ANY USE OF THE PROGRAM.
2. GRANT OF LICENSE. This License Agreement grants to you a non-exclusive, non-transferable, limited license to access and use an RGE program module (each, a “Module”) solely for your individual professional development. This means you may not allow others to access and use the Module, nor may you print copies of Module content and distribute them to others.
Your license rights are expressly conditioned on your payment of any and all fees and charges due and owing for the Module, and your compliance with the terms and conditions in this License Agreement. Your license rights will be confirmed through RGE issuing to you login credentials enabling access to the Module.
3. COPYRIGHT. The Module and all of the rights associated with the Module are owned by or licensed to RGE. The Module is provided only under a license subject to the terms and conditions of this License Agreement and RGE reserves all rights not expressly granted to you in this License Agreement. The Module is protected by United States copyright laws.
4. OTHER RESTRICTIONS. You may not rent, lease, transfer or assign, your access to the Module. Any transfer of your rights to access the Module must be approved in writing by RGE, in its sole discretion.
5. LIMITED PERFORMANCE WARRANTY. RGE warrants only that you will obtain access to the content in the Module. With the exception of this limited, express warranty, RGE provides no warranty of any kind whatsoever respecting the Module. TO THE EXTENT PERMITTED BY LAW, RGE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES IN ELECTING TO PURCHASE A LICENSE TO USE THE MODULE. Your sole remedies, and RGE’s sole liability, for breach of this limited warranty are (i) for RGE to attempt to resolve the warranty breach within five (5) business days of receipt of written notice of the alleged breach, and (ii) if RGE has not resolved the warranty breach within the five-day period, to refund to you the fees you have paid for the affected Module.
6. NO LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL RGE, ITS OWNERS, OFFICERS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE TO YOU, OR ANY OF YOUR SUCCESSORS AND ASSIGNS, IN CONTRACT, IN TORT (INCLUDING FOR ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE OR INABILITY TO USE THE MODULE, EVEN IF RGE HAS BEEN ADVISED OF THE POSSIBILITY FOR SUCH DAMAGES. RGE’S MAXIMUM FINANCIAL LIABILITY TO YOU IN ANY MANNER PERTAINING TO THIS AGREEMENT OR TO YOUR USE OF THE MODULE IS LIMITED TO THE LICENSE FEES PAID BY YOU FOR ACCESS TO THE MODULE.
7. TERMINATION. If RGE has knowledge of facts indicating that you are in breach of any obligations of this License Agreement, and you fail to cure such breach within ten (10) days of receipt of written notice of such breach from RGE, then RGE may elect to terminate this License Agreement.
Upon termination, you will refrain thereafter from using or attempting to use the Module without first obtaining RGE’s written consent. RGE will have all rights and remedies at law or in equity against you arising from the breach of your obligations under this License Agreement.. Sections 3, 6, 7, 8, and 9 will survive termination of this License Agreement.
8. AUDIT RIGHTS. RGE has the right, but not the obligation, to audit your compliance with the terms and conditions of this License Agreement. RGE may exercise this audit right no more than two times during any calendar year, unless RGE reasonably believes that you may not be in compliance with this License Agreement. RGE will provide you with at least three (3) days notice prior to commencing an audit.
9. MISCELLANEOUS. This License Agreement constitutes the entire agreement between you and RGE relating to the Module, and supersedes all prior or contemporaneous oral, or written communications, proposals and representations with respect to the Module or any other subject matter covered by this License Agreement.
No change will be made in any of the terms contained herein, nor any provisions waived, without the written agreement of both parties, and that written document must reference this License Agreement directly and by name in order to supersede any terms stated herein.
The Section headings appearing in this License Agreement are inserted for convenience only and in no way define, limit, construe, or describe the scope or extent of such Section or in any way affect such Section.
This License Agreement will be construed and interpreted in accordance with the laws of the State of Arizona. You consent to the jurisdiction of the courts of the State of Arizona for resolution of any and all matters arising from or pertaining to this License Agreement or the Module. If any provision of this License Agreement is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.
You agree not to utilize the Module for any purpose which is contrary to the laws of any applicable governmental authority having jurisdiction over you or RGE.
This License Agreement will be binding upon, and inure to the benefit of, the parties hereto, their respective successors and assigns; provided however, you may not assign this License Agreement without the prior written consent of RGE, which consent may be granted or withheld in RGE’s sole discretion.