EULA

End User License Agreement

This End User License Agreement (this “Agreement“), is a binding agreement between you (the “End User,” “You” or “Licensee”) Ready To Go Copy, LLC (“Licensor”).

LICENSOR PROVIDES THE CONTENT SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON/CHECKING THE “ACCEPT” BOX ON THE PURCHASE ORDER/OTHER MEANS PROVIDED FOR ACCEPTANCE YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE CONTENT TO LICENSEE AND YOU MUST NOT DOWNLOAD/ACCESS THE CONTENT.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY CONTENT THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR’S CONTENT.

1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

“Authorized Users” means You, the purchaser, if you are an individual purchasing this License; if the license is being purchased by an entity “Authorized Users” means the Licensee’s owners, directors, officers, and employees only; Each Authorized User by their use of the Content licensed by this Agreement hereby agrees to use the Content in strict accordance with Annex 1 attached to this Agreement. 

“Content” means the Proprietary Information provided by Licensor for which Licensee is purchasing a license, as expressly set forth in the Purchase Order.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Licensee” has the meaning set forth in the preamble.

“License Fees” means the license fees, including all applicable taxes thereon, paid or required to be paid by Licensee for the license granted under this Agreement.

“Licensor” has the meaning set forth in the preamble.

“Purchase Order” means the Purchase Order filled out and submitted by or on behalf of Licensee, and accepted by Licensor, for Licensee’s purchase of the license for the Content granted under this Agreement.

“Proprietary Information” means any and all intellectual property owned or maintained by Licensor with regard to the Content including, but not limited to, all content, images, logos, icons, names, trademarks, copyrights, patents, user interfaces, algorithms, and data related to and including Licensor’s service or products which includes the pre-written marketing campaigns and all contents therein.  You acknowledge and agree that Licensor has developed and obtained through great efforts all of its Proprietary Information and regards all such information as trade secrets. This Agreement shall be evidence that Proprietary Information is the “subject of efforts that are reasonable under the circumstances to maintain its secrecy” under A.R.S. § 44-401. As well, the protection afforded Licensor through means of statutory or common law trademark, patent, or copyright protection shall have efficacy to the fullest extent of law.    

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Term” has the meaning set forth in Section 11.

“Third Party” means any Person other than Licensee or Licensor.

“Update” has the meaning set forth in Section 7.

1. License Grant and Scope. Subject to and conditioned upon Licensee’s payment of the License Fees and Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use, solely by and through its Authorized Users, the Content, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this Agreement. This license grants Licensee the right, exercisable solely by and through Licensee’s Authorized Users, to:
   1. Use the Content for personal and for commercial purposes which are in the ordinary course of the Licensee’s business activities all of which are not competitive with the Licensor’s business or to the Licensor’s commercial disadvantage.
2. Removed
3. Use Restrictions. Licensee shall not, and shall require its Authorized Users to not, directly or indirectly:
   1. use (including make any copies of) the Content beyond the scope of the license granted under Section 2;
   2. provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Content;
   3. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Content or any part thereof to be used in competition with the Licensor;
   4. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code or information of the Content or any part thereof;
   5. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Content, including any copy thereof, except for uses as expressly permitted by this license;
   6. Except as expressly set forth in 2(a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Content, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service by making the Content available on a network where it is capable of being accessed by more than one device at any time;
   7. use the Content in violation of any law, regulation, or rule; or
   8. use the Content for purposes of competitive analysis of the Content, the development of a competing Content product or service, or any other purpose that is to the Licensor’s commercial disadvantage.
4. Responsibility for Use of Content. Licensee is responsible and liable for all uses of the Content through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Content by its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Content, whether such access or use is permitted by or in violation of this Agreement.
5. Compliance Measures.
   1. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.
6. Maintenance and Support.
   1. Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches, and other error corrections (collectively, “Updates“) as Licensor makes generally available free of charge to all licensees of the Content then entitled to maintenance and support services. Licensor may develop and provide Updates in its sole discretion, and Licensee agrees that Licensor has no obligation to develop any Updates at all or for particular issues. Licensee further agrees that all Updates will be deemed Content all subject to all terms and conditions of this Agreement.
   2. Licensor has no obligation to provide maintenance and support services, including Updates.
7. Collection and Use of Information.
   1. Licensee acknowledges that Licensor may, directly or indirectly through the services of Third Parties, use automatic means (including, for example, cookies and web beacons) to collect information about your use of the Content. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Content or certain of its features or functionality. All information we collect through or in connection with this Content is subject to our Privacy Policy https://readytogocopy.com/privacy-policy/. By downloading, installing, using, and providing information to or through this Content, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
8. Intellectual Property Rights. Licensee acknowledges and agrees that the Content are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Content under this Agreement or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor reserves and shall retain its entire right, title, and interest in and to the Content and all intellectual property rights arising out of or relating to the Content, except as expressly granted to the Licensee in this Agreement. Licensee shall use commercially reasonable efforts to safeguard all Content (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor’s Intellectual Property Rights in the Content and fully cooperate with Licensor in any legal action taken by Licensor to enforce its intellectual property rights. 
9. PAYMENT and BILLING. 

1. All License Fees and Support Fees are payable in advance in the manner set forth in the Purchase Order and are non-refundable.

2. Invoices are generated and payments are collected at the beginning of each billing period. Customer billing periods typically begin on the day of the month in which the customer purchased the Ready To Go Copy membership. Customers must request to cancel their subscriptions prior to their next billing date in order to avoid being charged on the billing date.

3. Unless otherwise specified, monthly memberships will automatically charge credit/debit cards or PayPal accounts on the customer’s specific billing cycle date. 

4. Customers must request to cancel their subscriptions prior to their next billing date in order to avoid being charged on the billing date.

5. Delinquent Payments: In the event any payment is 15 days past due the account may be disabled until balances are paid in full. When disabled, all access will be suspended and data will be unavailable.

6. Deactivation: Once a membership is delinquent 30 days, it may be cancelled due to non-payment.

7. Monthly membership fees shall not be increased by Licensee during the duration of membership. 

Monthly membership fees are 

1. Term and Termination.
   1. This Agreement and the license granted hereunder shall remain in effect for duration of membership or until terminated, whichever is earlier, as set forth herein (the “Term“).
   2. Licensee may terminate this Agreement by ceasing to use and destroying all copies of the Content. 
   3. Licensor may terminate this Agreement at any time without notice.  
   4. Licensor may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
   5. Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of the Content not currently being used in existing marketing materials. No expiration or termination shall affect Licensee’s obligation to pay all Licensee Fees that may have become due before such expiration or termination, or entitle Licensee to any refund.
2. Disclaimer/Warranty Disclaimer. THE CONTENT IS PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED CONTENT WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER CONTENT, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
3. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
   1. IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE CONTENT; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   2. IN NO EVENT WILL LICENSOR’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENTOR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT FOR THE CONTENT. 
   3. THE LIMITATIONS SET FORTH IN SECTION 13(a) AND SECTION 13(b) SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
4. Export Regulation. The Content may be subject to US export control laws, including the US Export Administration Act and its associated regulations. The Licensee shall not, directly or indirectly, export, re-export, or release the Content to, or make the Content accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Content available outside the US.
5. Miscellaneous.
   1. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Arizona in each case located in the County of Maricopa, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
   2. Licensor will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Licensee equipment, loss and destruction of property, or any other circumstances or causes beyond Licensor’s reasonable control.
   3. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the Purchase Order (or to such other address as may be designated by a party from time to time in accordance with this Section 15(c)).
   4. This Agreement, together with the Purchase Order, all annexes, schedules, and exhibits attached hereto and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 
   5. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Licensor’s prior written consent, which consent Licensor may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Licensor’s prior written consent is required. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 15(e) is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
   6. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
   7. This Agreement may be amended, modified, or supplemented by an agreement in writing signed by the Licensor at any time.  The Licensee shall receive notice of such amendment, modification, or supplementation in accordance with this Agreement. Failure of the Licensee to terminate this agreement after notice of an amendment, modification, or supplementation is delivered to Licensee within ten (10) days, shall be deemed as an acceptance of the amendment, modification, or supplementation by the Licensee and the Licensee agrees to be bound thereafter by the terms of such amendment, modification, or supplementation.  No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
   8. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
   9. For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Purchase Order and all Annexes, Schedules, and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
   10. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

Annex 1

AUTHORIZED USER TERMS OF USE

These Content Terms of Use (“Terms of Use“) govern your use of the content as defined in the Licensor’s End User License Agreement (the “Content“), including any other materials provided by Licensor, in printed, electronic, or other form, that describe the Content provided to you (“you” or “your“) for use pursuant to and subject to an End User License Agreement (the “Content License Agreement“) between Ready to Go Copy, LLC (“Licensor“) and you, your employer, or other person or entity who owns the license for the Content licensed under the Content License Agreement (“Licensee“).

BY CLICKING THE “ACCEPT” BUTTON/CHECKING THE “ACCEPT” BOX/OTHER MEANS PROVIDED FOR ACCEPTANCE/USING THE CONTENT YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY LICENSEE TO ACCESS AND USE THE CONTENT; AND (ii) ACCEPT THESE AUTHORIZED USER TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CLICK THE “ACCEPT” BUTTON/CHECK THE “ACCEPT” BOX/OTHER MEANS PROVIDED FOR ACCEPTANCE/USE THE CONTENT AND YOU WILL HAVE NO LICENSE TO ACCESS OR USE, AND MUST NOT ACCESS OR USE, THE CONTENT.

1. License Grant. Subject to your strict compliance with these Terms of Use, Licensor hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Content solely in accordance with the Content License Agreement. The foregoing licensee will terminate immediately on the earlier to occur of:

(a) the expiration or earlier termination of the Content License Agreement between Licensor and Licensee; or

(b) your ceasing to be authorized by Licensee to use the Content for any or no reason.

2. Use Restrictions.  You shall not, directly or indirectly:

(a) use the Content except as specifically set forth in Section 1: License Grant; 

(b) copy the Content, in whole or in part, except for uses as expressly permitted by the Content License Agreement;

(c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Content or any part thereof for use in competition with the Licensor;

(d) combine the Content or any part thereof with, or incorporate the Content or any part thereof in, any other programs;

(e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code or information of the Content or any part thereof;  

(f)  remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Content, including any copy thereof, except as expressly permitted by the Content License Agreement;

(g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Content or any features or functionality of the Content, for any reason, to any other person or entity,  including any subcontractor, independent contractor, affiliate, or service provider of Licensee, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, Software as a service, cloud, or other technology or service or by making the Content available on a network where it is capable of being accessed by more than one device at any time;

(h) use the Content in violation of any law, regulation, or rule; or

(i) use the Content for purposes of competitive analysis of the Content, the development of a competing Content product or service, or any other purpose that is to the Licensor’s commercial disadvantage.

3. Compliance Measures.

(a) The Content may contain technological copy protection or other security features designed to prevent unauthorized use of the Content, including features to protect against use of the Content:

(a) beyond the scope of the license granted to pursuant to Section 1. License Grant; or  

(b) prohibited under Section 2. Use Restrictions.

You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection(s) or security features.

4. Collection and Use of Information.

You agree that the Licensor may use such information for any purpose related to any use of the Content by you, including but not limited to improving the performance of the Content or developing updates; and verifying compliance with the terms of this Agreement and enforcing Licensor’s rights, including all intellectual property rights in and to the Content.  

5. Intellectual Property Rights. You acknowledge that the Content is provided under license, and not sold, to you. You do not acquire any ownership interest in the Content under this Agreement, or any other rights to the Content other than to use the Content in accordance with the license granted under this Terms of Use, subject to all terms, conditions, and restrictions. Licensor reserves and shall retain its entire right, title, and interest in and to the Content and all intellectual property rights arising out of or relating to the Content, subject to the license expressly granted to the Licensee in this Agreement. You shall use commercially reasonable efforts to safeguard all Content (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
6. Disclaimer of Liability. IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE CONTENT. YOU ARE PROVIDED THE CONTENT PURSUANT TO THE CONTENT LICENSE AGREEMENT BETWEEN LICENSOR AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE CONTENT SHALL BE SOLELY TO LICENSEE PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.
7. Export Regulation. The Content may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Content to, or make the Content accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Content available outside the US.
8. Governing Law. These Terms of Use are governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Arizona.