License Agreement
IMPORTANT: READ CAREFULLY BEFORE PROCEEDING
THIS IS A LEGAL AGREEMENT (THE "LICENSE") BETWEEN YOU ("LICENSEE") AND MILLION DOLLAR PRODUCER, INC., AN OREGON CORPORATION ("LICENSOR"). USE OF THE MILLION DOLLAR PRODUCER WEBSITE, INCLUDING ALL INFORMATION, GRAPHICS, FORMS AND CHECKLISTS DOWNLOADED OR OBTAINED FROM THE LICENSOR'S WEBSITE, AND ALSO INCLUDING ANY WRITTEN MATERIALS, VIDEOS, SLIDES, SAMPLE ADVERTISING PIECES AND SCRIPTS ORDERED FROM MILLION DOLLAR PRODUCER (THE "PRODUCT"), IS SUBJECT TO THE LICENSE TERMS SET FORTH BELOW. THE PRODUCT IS COPYRIGHTED AND LICENSED (NOT SOLD). READ THIS LICENSE AGREEMENT CAREFULLY. USING THE PRODUCT OR PAYMENT OF THE LICENSE FEE IS YOUR ACCEPTANCE OF THESE LICENSE TERMS AND AGREEMENT TO BE LEGALLY BOUND.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT DOWNLOAD, COPY, ACCESS OR OTHERWISE USE THIS PRODUCT ON THE INTERNET. IF YOU DO NOT AGREE WITH THE TERMS OF THIS LICENSE, PROMPTLY RETURN TO LICENSOR ANY PRODUCT THAT HAS BEEN SHIPPED TO YOU, INCLUDING THE BOOT CAMP MANUAL, SEMINAR MATERIAL, VIDEOS, SLIDES AND ALL RELATED MATERIALS.
THE TERMS AND CONDITIONS OF THE LICENSE ARE AS FOLLOWS:
1. LICENSE. Subject to the terms and conditions contained in this License Agreement, Licensor grants to the Licensee for the term specified below in Paragraph 2, a limited, non-exclusive, non-transferable license to use the information contained in the Product in the form in which Licensor has provided it to Licensee.
2. TERM OF LICENSE.
(a) The term of this License is 365 days ("Initial Term") from date of acceptance of the terms of this License Agreement by Licensee. Provided Licensee has complied with all terms of this License Agreement, Licensee may renew this license for an additional term of one year and thereafter on a one year term basis pursuant to Licensor's fee schedule then in effect for such renewal(s). Notwithstanding the stated term of this License Agreement, the Initial Term and any subsequent term of this License may be terminated by Lessor as provided below in Paragraph 8 by reason of Licensee's failure to comply with this License Agreement.
(b) The password allowing the Licensee access to Licensor's website will no longer be active or valid on the first day after the expiration of any given term of this License Agreement. A new password will be issued by Licensor for the next renewal term upon payment of the renewal License Fee for that renewal term. Upon termination of the Initial Term or any subsequent term, Licensee's rights in the Product automatically terminate and Licensee shall no longer have access to the Product as it appears on the Internet. Materials purchased from Licensor still remain under the conditions of this License regardless of renewal or non-renewal of this License.
3. LICENSE FEE.
In consideration of Licensor's consent to Licensee to use the Product, Licensee agrees to pay to Licensor upon acceptance hereof by Licensee, the License Fee. Licensor reserves the right to increase the License Fee upon renewal(s) of this License.
4. OWNERSHIP OF PRODUCT; COPYRIGHT.
All title and copyrights in and to the Product, including, but not limited to, any text, formats, images, audio, graphics, models, slides, videos, scripts, and any printed materials, incorporate into or accompanying the Product, or any portion of the Product, and all copies of the Product are owned by Licensor. This License grants no title or ownership rights in the Product and is not a sale of the Product or any portion thereof. The Copyright notices and other proprietary legends shall not be removed from the Product. LICENSEE MAY NOT COPY, DISTRIBUTE, SELL, LEND OR SHARE IN ANY WAY THE INTERNET MATERIAL OR THE PRINTED MATERIALS OR THE PRODUCT AS A WHOLE WITHOUT THE PRIOR WRITTEN CONSENT OF LICENSOR. All rights not specifically granted under this License are reserved by Licensor. Licensee further acknowledges and agrees that the Product this License, contains proprietary materials belonging exclusively to Licensor and Licensee will not duplicate, disclose, assign or otherwise make available to any third party the Product, this License, or any portion of the Product, without Licensor's prior written consent. Licensee has no right to modify, amend, alter or change the Product in any respect without Licensor's prior written consent. Licensee acknowledges that "Million Dollar Producer" is a registered trademark of Licensor and may not, in any respect, be used by Licensee. Licensee agrees to notify Licensor of the assertion by any person or entity of any claim of proprietary intellectual property rights to the Product or Licensor's website and shall cooperate with Licensor in the investigation and resolution thereof.
5. DISCLAIMERS BY LICENSOR.
(a) The Product licensed hereunder is licensed "as is". Licensor makes no warranties, express, implied or otherwise and specifically disclaims any implied warranties of merchantability or fitness for a specific purpose. The Product, Licensor's website and its contents are solely for the use of licensees who are broker/dealers of securities. Licensee represents and warrants to Licensor that it is a broker/dealer of securities with all licenses required by applicable laws. The Product, Licensor's website and its contents may only be used by licensed securities representatives or professional investment advisors.
(b) Licensor disclaims any warranties, express, implied, or otherwise: (i) as to the accuracy of any information provided on the Licensor's website; or (ii) as to the individual success of Licensee in using the Product, the Licensor's website, or any other materials purchased from Licensor. All materials are provided for informational purposes only. Licensor does not guaranty any success in the use of the Product, the website or any other materials, nor does Licensor warrant regulatory compliance as to the Product. All risk, regulatory or otherwise, associated with the use of this licensed Product or the Licensor's website, are borne by the Licensee. COMPLIANCE REGULATIONS VARY FROM FIRM TO FIRM, AND GOVERNMENT TO GOVERNMENT. IT IS LICENSEE'S RESPONSIBILITY TO DETERMINE THAT ANY PART OR ALL OF THE PRODUCT, LICENSOR'S WEBSITE OR OTHER MATERIALS PROVIDED BY LICENSOR COMPLY WITH ALL APPLICABLE LAWS, POLICIES OR STANDARDS AS THEY APPLY TO LICENSEE. LICENSEE ASSUMES THE RESPONSIBILITY TO FILE AND OBTAIN EACH SUCH APPROVAL AS MAY BE NECESSARY TO COMPLY WITH APPLICABLE FIRM POLICIES AND/OR GOVERNMENT OR SELF-REGULATORY ORGANIZATION RULES AND REGULATIONS.
(c) Licensee agrees to indemnify and save harmless Licensor from and against all claims arising from any act, omission, or negligence of Licensee, or of Licensee's agents or employees, or arising from any injury or damage caused to any person or entity, or to the property of any person or entity as a result of Licensee's use or misuse of the Product, Licensor's Website, or any other material provided to Licensee by Licensor. This indemnity and hold harmless agreement includes indemnity of Licensor against all reasonable attorney fees, costs, expenses and liabilities incurred in or in connection with any such claim or proceeding brought thereon and the defense thereof.
(d) This Agreement and the Product license hereby do not constitute professional advice of any type including but not limited to legal, accounting or investment advice. Licensee should seek professional advice of its own in determining whether to enter into this Agreement.
6. LICENSE LIMITED TO ONE USER.
Nothing provided by Licensor (i.e. the Product) may be copied, reproduced, loaned, used, or otherwise shared by any other person or entity other than the person designated by Licensee in the registration (the "User"). The log-in code issued by Licensor upon receipt of the License Fee from Licensee, solely allows the User access to the Product and Licensor's website. Upon use of the Product or Licensor's website by any person other than the User, the License granted by Licensor shall immediately terminate. Licensor, under such circumstances shall have no obligation to refund any part of the License Fee.
7. LIMITATION OF LIABILITY.
Licensee's sole and exclusive remedy for any claim arising out of or relating to this License, whether by breach of contract, tort, or otherwise, shall be at Licensor's option be: (i) replacement of the Product or a part thereof; or (ii) return or credit to Licensee of the License Fee paid by Licensee less a reasonable allowance for use of the Product and the administrative fees associated with return of such fees. In no event shall Licensor's liability under this License exceed the License Fees received from Licensee by Licensor for the Product under the License. Licensor shall not be liable for incidental, consequential or punitive damages, if any, suffered by Licensee as a result of using the Product, Licensor's website or other materials provided. No action, regardless of form, arising out of this License may be brought by Licensee more than one (1) year after delivery of the Product to Licensee.
8. TERMINATION OF LICENSE.
The License granted by this Agreement may be terminated without notice upon the occurrence of the expiration of the term specified herein in the absence of a subsequent renewal in accordance with the terms of this Agreement, or upon the failure of Licensee to comply with the terms of the Agreement.
9. REMEDIES OF LICENSOR FOR BREACH OF LICENSE AGREEMENT.
In the event of termination of this License by Licensor due to Licensee's breach, Licensor shall have the right to utilize all rights and remedies that may be available to it under applicable laws. Licensee acknowledges that Licensor could not be fully compensated by money damages for any breach of this License by Licensee because of the unique nature of the Product. Therefore, Licensee agrees that, in addition to any other rights or remedies available to Licensor at law or equity, Licensor will, in addition to any other equitable remedies available to Licensor, be entitled to an injunction issued by a court of competent jurisdiction enjoining and restraining Licensee's violation of this Agreement. In the event Licensor is required to utilize the services of an attorney to enforce the terms hereof, Licensor, in addition to the remedies stated above, shall be entitled to be reimbursed for attorney fees and costs incurred by it.
10. NOTICE.
Unless otherwise provided in this Agreement, any notice required or permitted by this Agreement to either party shall be deemed to have been duly given if in writing and delivered personally or mailed by first class, registered, or certified mail, postage prepaid and addressed when intended to Licensor at 645 A Street, Ashland, OR 97520, or when intended to Licensee at the address provided by Licensee in registering this License.
11. AMENDMENT.
This License Agreement is the entire agreement of the parties and supersedes all prior written or oral agreements relating to the subject matter hereof. Licensor and Licensee agree that this Agreement shall be modified only by a writing duly executed by persons authorized to execute agreements on their behalf.
12. SEVERABILITY.
If any part of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, that part shall be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement.
13. RELATIONSHIP OF PARTIES.
The relationship between the parties is that of Licensor and Licensee. Registration of this License by Licensee does not authorize Licensee to be an agent or legal representative of Licensor. Licensee is an independent contractor and has no express or implied right or authority to bind Licensor to any contact, or to assume, or to create any obligation or responsibility on behalf of or in the name of Licensor. Licensor reserves no right to control the operations of Licensee's business. Licensor owes no fiduciary duty to Licensee and Licensee owes no fiduciary duty to Licensor . Licensee has not paid Licensor a franchise fee of any kind and the relationship between Licensor and Licensee is not a franchise. Licensee agrees to never claim that its relationship with Licensor is a franchise and further agrees that an action in which this claim is made by Licensee may be immediately dismissed with prejudice upon application by Licensor.
14. GOVERNING LAW.
This Agreement shall be deemed to be made in, and shall be construed pursuant to the laws of the State of Oregon. In the event of a dispute between the parties arising out of this License Agreement, subject to the discretionary right of Licensor set forth below, exclusive jurisdiction shall be in the Circuit Court of the State of Oregon for Jackson County or the United States District Court for the District of Oregon, Medford vicinage. Notwithstanding the foregoing, nothing shall prevent Licensor from seeking relief against the Licensee in any other applicable jurisdiction.
15. EXECUTION OF LICENSE AGREEMENT.
By registration by the Licensee with Licensor, whether electronically or otherwise, the Licensee agrees that such registration shall constitute an "authenticated record" of Licensee's signature, or that of an authorized signer of Licensee, pursuant to 15 USC§7001 et seq (P.L.106-229), in which event, upon payment of the License Fee by Licensee, acceptance of the registration by Licensor and shipment of the Product, this shall be a legally binding agreement of Licensee as of the date of registration with Licensor.
REGISTRATION
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