End User License Agreement
CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON OR LEAVE THE WEBSITE.
1.01 “Agreement” means this End User Licence Agreement (“EULA”) between you (either an individual or a single entity), hereinafter as “End User,” and Families of Character that governs End User’s use of any Licensed Materials made available by Families of Character.
1.02 “Licensed Materials” means certain commercial audio and/or video media, software products, including products and/or related materials used for accessing other Licensed Materials, documentations, web pages and sites, and/or materials being made available to End User under this Agreement.
1.03 “Organization, Individual and Facilitator Audio, Video and Materials License Agreement” means any agreement between End User, Families of Character, and/or a third party by which End User has obtained an Access Means to the Licensed Materials made available by Families of Character.
1.04 “Access Means” means the mode of access, e.g., explicit permission, visual rendering, and/or other means, by which End User has gained access to the Licensed Materials.
2.0 GRANT AND RESTRICTION OF LICENSE.
2.01 Families of Character grants End User a non-exclusive, limited, personal, and non-transferable license, subjected to and conditioned on End User’s compliance with the grants and restrictions set forth in this Agreement and the Organization, Individual and Facilitator Audio, Video and Materials License Agreement, to use the Licensed Materials for the purposes outlined in the Organization, Individual and Facilitator Audio, Video and Materials License Agreement. End User is deemed to have notice of the Organization, Individual and Facilitator Audio, Video and Materials License Agreement and have agreed to and ratified the Organization, Individual and Facilitator Audio, Video and Materials License Agreement to the extent applicable to End User. The agreement may be obtained upon request from Families of Character, or from a collaborative group Facilitator or organization who is a subscribed Member of the Families of Character program in good standing.
2.02 The Licensed Materials are protected by law, including but not limited to copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. End User shall not remove any product identification, copyright notices, or proprietary restrictions from the Licensed Materials.
2.03 The Licensed Materials shall be used only for the purposes contained in the Organization, Individual and Facilitator Audio, Video and Materials License Agreement, and only by those subscribed Members designated to receive the Licensed Materials under the terms of the Organization, Individual and Facilitator Audio, Video and Materials License Agreement.
2.04 End User agrees and requires End User’s representatives, directors, managers, employees, volunteers, affiliates, and others who End User has provided an Access Means to the Licensed Materials to agree that these persons shall do all that is reasonable and prudent to safeguard the Access Means, including but not limited to protecting the Access Means from unauthorized sharing and/or other third party access.
2.05 As a condition of the limited license for the Licensed Materials granted to End User in this Agreement, except as and only to the extent expressly permitted in this Agreement, End User may NOT:
a. Publish, display, disclose, rent, lease, modify, loan, distribute or create derivative works based on the Licensed Materials or any part thereof;
b. Copy, decompile, reverse engineer, disassemble, translate, adapt or otherwise reuse the Licensed Materials for a purpose not contained in the Organization, Individual and Facilitator Audio, Video and Materials License Agreement or this Agreement;
c. Take any action that will infringe on the intellectual property or other proprietary rights of Families of Character or any third party providers; or
d. Sublicense or assign the Licensed Materials.
2.06 Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license, or title in the Licensed Materials to the End User other than those explicitly granted under this Agreement. Families of Character reserves all intellectual property rights not expressly agreed to herein.
2.07 End User has no ownership rights in the Licensed Materials. Rather, End User has a limited license to use the Licensed Materials for the purposes contained in the Organization, Individual and Facilitator Audio, Video and Materials License Agreement and as long as this Agreement and the Organization, Individual and Facilitator Audio, Video and Materials License Agreement remains in effect. Ownership of the Licensed Materials and all intellectual property rights therein shall remain at all times with Families of Character. Any other use of the Licensed Materials by any other person, business, corporation, government, or any other entity is strictly prohibited and is a violation of this Agreement.
2.08 Unauthorized copying of the Licensed Materials or failure to comply with the restrictions in this Agreement or the Organization, Individual and Facilitator Audio, Video and Materials License Agreement will result in automatic termination of this Agreement, and End User agrees that such action will constitute immediate, irreparable harm to Families of Character for which monetary damages would be an inadequate remedy, and that injunctive relief will be an appropriate remedy for such breach.
2.09 The rights granted under the terms of this Agreement include any upgrades, supplements, and/or replacements to the Licensed Materials as may be set forth in the Organization, Individual and Facilitator Audio, Video and Materials License Agreement.
2.10 Families of Character reserves the right, from time to time, with or without notice to End User, to change the terms of this Agreement in Families of Character’s sole and absolute discretion. The most current version of this Agreement will supersede all previous versions. End User’s use of the Licensed Materials after changes are made means that End User agrees to be bound by such changes. As such, End User should review the Agreement periodically.
3.01 This Agreement may be terminated by Families of Character for any violation of its terms in this Agreement or the terms of the Organization, Individual and Facilitator Audio, Video and Materials License Agreement. Further, this Agreement will automatically terminate without notice or further action upon the ending of the term contained in the Organization, Individual and Facilitator Audio, Video and Materials License Agreement, unless End User renews End User’s subscription. No waiver of any breach of any provision of this Agreement by Families of Character shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless it is made in writing and is signed by an authorized representative of Families of Character. All provisions relating to confidentiality, proprietary rights, and nondisclosure shall survive the termination of this Agreement.
4. DESTRUCTION OF COPIES.
4.01 Upon the termination of this Agreement, End User shall cease all use of the Licensed Materials and destroy all copies, full or partial, of the Licensed Materials that End User may have downloaded hereunder.
5. INFORMATION USE.
5.01 Families of Character will receive and maintain certain information and data about End User as provided by End User and as a result of End User accessing the Licensed Materials. In additional, Families of Character will receive and maintain information and data about End User in accordance with the Organization, Individual and Facilitator Audio, Video and Materials License Agreement and from other third parties.
7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITIES.
7.01 The Licensed Materials ARE provided “AS IS” and “AS AVAILABLE,” with all faults and without warranty of any kind. End User expressly acknowledges and agrees that use of the Licensed Materials IS at End User’s sole risk and that the entire risk as to satisfactory quality, performance, accuracy, and effort is with End User. Families of Character hereby disclaims all warranties and conditions with respect to the Licensed Materials, either express, implied, or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights. No warranty shall be created by any oral or written information or advice given by Families of Character or IT’S representative.
7.02 Families of Character shall not be liable for any personal injury, or any incidental, special, indirect, or consequential damages, including, without limitation, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to End User’s use or inability to use the Licensed Materials. In no event shall Families of Character’s total liability to End User for all damages (other than as may be required by applicable law) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
8.01 End User agrees to indemnify and hold Families of Character and its officers, directors, employees, and licensors harmless from any claim or demand (including but not limited to reasonable legal fees) made by a third party due to or arising out of or related to End User’s violation of the terms and conditions of this Agreement, violation of any laws, regulations, or third party rights, or negligent act, omission, or willful misconduct.
9. NO WAIVER.
9.01 Families of Character’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Families of Character’s right to subsequently enforce such provisions or any other provisions of this Agreement. No waiver of any provision of this Agreement shall be effective unless in writing.
10. ENTIRE AGREEMENT AND SEVERABILITY.
10.01 This Agreement is the entire agreement between End User and Families of Character relating to the Licensed Materials and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Licensed Materials or any other subject matter covered by this Agreement. To the extent the terms of the Organization, Individual and Facilitator Audio, Video and Materials License Agreement conflicts with this Agreement, the terms of this Agreement shall control.
10.02 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provision of the Agreement will remain in force and effect.
11. CHOICE OF LAW AND VENUE.
11.01 This Agreement shall be construed, interpreted, and applied by the laws of the state of Colorado. Any dispute arising out of or in connection with this Agreement or related to any matter which is the subject of this Agreement shall be subject to the final jurisdiction of the state and/or federal courts of Colorado.