Career Key License Agreement

Purchase Agreement YOU AND CAREER KEY, INC. ("CAREER KEY") AGREE THAT YOUR PURCHASE OF ANY CAREER KEY SOFTWARE OR CONTENT FROM THIS SITE (THE "PRODUCTS"), IS SUBJECT TO YOUR AGREEMENT TO THE TERMS AND CONDITIONS LISTED BELOW, WHICH WILL BECOME A BINDING AGREEMENT BETWEEN YOU AND CAREER KEY (THE "AGREEMENT") WHEN ACCEPTED BY CAREER KEY. CAREER KEY IS WILLING TO SELL PRODUCTS TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. PLEASE READ THESE TERMS CAREFULLY. IF AFTER READING THE TERMS, YOU DECIDE TO PURCHASE ANY OF THE CAREER KEY SOFTWARE OR CONTENT, YOU MUST INDICATE YOUR AGREEMENT TO THESE TERMS AND CONDITIONS BY CLICKING THE "I AGREE" BUTTON BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU WILL NOT BE ALLOWED TO PURCHASE ANY CAREER KEY SOFTWARE OR CONTENT. ALL PURCHASES OF CONTENT (SUCH AS CONTENT DELIVERED VIA A .PDF FILE) AND SOFTWARE FROM THIS SITE CONSTITUTE A PURCHASE OF A LICENSE ONLY AND NOT A PURCHASE OF THE ACTUAL CONTENT OR SOFTWARE. BY PURCHASING A LICENSE TO USE A PRODUCT, YOUR USE OF THE CONTENT OR SOFTWARE, AS APPLICABLE, IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS. 1) License. Subject to the following terms and conditions, Career Key grants to you a nonexclusive, nontransferable license to use the Products for which you have purchased a license from Career Key. The Products on this website that you purchase are subject to copyright and other proprietary rights protection. By downloading Products from this web site you agree that you will not violate any of those copyright or other proprietary rights and that you will comply with all applicable laws and regulations. Except as provided herein, the grant of this license is in no way intended, and shall not be interpreted, to grant to you any rights or license permitting you to: (i) translate, alter, copy, revise, modify, change, or create derivative works based on the Products in whole or in part; (ii) publish, display, distribute, sell, resell, rent, give, transfer or otherwise make the Products, in whole or in part, available to any third party (except you may distribute hard copies of the Products to third parties subject to the terms and conditions herein); or (iii) print or otherwise reproduce the Product for distribution, in whole or in part. You may not transfer soft versions of the Products to another entity or person. If you have purchased multiple hard copies of a Product, then you may copy and print the Product only as necessary to produce the number of hard copies that you have purchased. For example, if you purchase 10 copies of the Career Key, then you may make 10 hard copies of the Career Key .pfd file. All hard and soft copies of the Products must include the copyright and other proprietary notices that are on the original copy of the Products provided to you. This license to use the Products is conditioned upon your compliance with the terms of this Agreement. You shall be solely responsible for downloading the Products. Career Key 's policy is one of on-going Product update and revision. Career Key may revise or discontinue a Product at any time. Your purchase of a Product does not entitle you to any future updated or revised Product. If you desire to resell a Product or bundle a Product in connection with another good or service sold or distributed free of charge to third-parties by you, please contact Career Key for additional information and permission to do so. 2) Ownership. This license is not a sale. Title, ownership rights, and intellectual property rights in and to the Products shall remain in Career Key. You agree to abide by the copyright laws and all other applicable laws of the United States. Failure to comply with the above restrictions will result in automatic termination of this Agreement and will make available to Career Key other legal remedies. You may not disclose any of Career Key’s proprietary or trade secret information relating to the Products to any third party. 3) Payment Terms. You agree to pay Career Key as indicated and agreed to by you on the Products order form. All payments are non refundable. 4) Warranty. CAREER KEY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAREER KEY DOES NOT WARRANT THAT THE OPERATION OF ANY PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. THE PRODUCTS ARE PROVIDED AS-IS AND AS-AVAILABLE. NO LIABILITY IS ASSUMED FOR IMPROPER USE OF THE PRODUCTS. 5) Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CAREER KEY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST INFORMATION OR OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS. IN ALL EVENTS, CAREER KEY’S SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IN THE AGGREGATE IS THE REPLACEMENT OF THE PRODUCTS OR A REFUND OF THE PURCHASE PRICE PAID FOR THE PRODUCTS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. CAREER KEY IS NOT RESPONSIBLE FOR CORRECTING ANY ERROR IN THE PRODUCTS. 6) Covenant Not to Sue and Waiver. You hereby agree not to sue, assist in or be a voluntary party to assist in or be a voluntary party to, except as required by law, any action, suit, or proceeding against Career Key for any claims, actions, suits, damages, liability, losses or expenses of whatever kind or however arising out of or relating to your use of the Products. You further hereby waive any and all rights you may have to sue, assist in or be a voluntary party to, except as required by law, any action, suit, or proceeding against Career Key for any claims, actions, suits, damages, liability, losses or expenses of whatever kind or however arising out of or relating to your use of the Products. You agree to defend, indemnify and hold harmless Career Key, its officers, directors, employees, agents, successor and assigns from and against any suits losses, claims, demands, liabilities, costs and expenses, including reasonable attorneys' fees, which they may sustain or incur as a result of any claim against them based upon your use of the Products. 7) Cancellation. Career Key may terminate this Agreement immediately and without notice if you fail to comply with any term or condition of this Agreement. In the event of termination of this Agreement, all the sections of this Agreement will survive except for the section entitled License. 8) Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, U.S.A., without reference to conflicts of laws provisions or the 1980 U.N. Convention on Contracts for the International Sale of Goods and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Hood River, Oregon, in accordance with the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of Oregon, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be reduced to judgment and entered in any court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys’ fees. In the event that the above arbitration provision is held invalid or unenforceable, then any dispute with respect to this Agreement shall be brought and heard either in the North Carolina state courts located in Oregon, or the federal district court for the District of Oregon. In such event, the parties to this Agreement each consent to the in personal jurisdiction and venue of such courts. The parties agree that service of process upon them in any such action may be made if delivered in person, by courier service, by telegram, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt. This Agreement sets forth the entire agreement between you and Career Key pertaining to the licensing of the Products, and supersedes in its entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. In the event of any conflict between any provision of this Agreement and any applicable law, the provision or provisions of this Agreement affected shall be modified to remove such conflict and permit compliance with such law and as so modified this Agreement shall continue in full force and effect. This Agreement may not be assigned without the consent of Career Key. BY PURCHASING CAREER KEY SOFTWARE OR CONTENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS.

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