ACROSS THE STREET PRODUCTIONS
SOFTWARE LICENSE AGREEMENT
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE ACROSS THE STREET PRODUCTIONS SOFTWARE (“ATSP SOFTWARE”). BY SELECTING THE “ACCEPT” BUTTON, OPENING THE ATSP SOFTWARE PACKAGE, DOWNLOADING THE ATSP SOFTWARE PACKAGE, OR USING THE ATSP SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON. YOU MAY RETURN THE ENTIRE ATSP SOFTWARE PACKAGE TO THE PLACE OF PURCHASE FOR A REFUND, OR YOU MAY CHOOSE NOT TO DOWNLOAD THE ATSP SOFTWARE.
1. General. The ATSP Software and accompanying documentation are licensed under this agreement to you, the Customer. Under the terms of this Agreement, ATSP reserves all rights not expressly granted to you. This Agreement will govern any software upgrades, replacements, or additions provided by ATSP, unless the upgrade, replacement, or addition is accompanied by a separate license agreement.
2. Ownership. Title and intellectual property rights in and to the ATSP software and/or any materials associated with or displayed by the ATSP software belong to ATSP. The ATSP software and its associated materials may be protected by patent, copyright, trademark, and other intellectual property laws and treaties.
As such, you agree that aspects of the licensed, copyrighted materials, including the specific design and structure of individual programs, any underlying source code, comprising the ATSP Software and certain of the materials accompanying and comprising the ATSP Software, constitute the intellectual property of ATSP. You agree not to disclose, provide, or otherwise make available to a third party this intellectual property, in any form, without the prior written consent of ATSP. You agree to implement reasonable security measures to protect this intellectual property.
3. License Grants. Subject to the terms and conditions of this Agreement, including payment of all fees by you, ATSP grants you, as set forth below, a non-transferable, non-assignable, non-exclusive, limited Single User License and Multiple Users License to use the ATSP software for the purpose of , without the right to sublicense the ATSP software.
a. Single User License. Under the single user license granted to you by ATSP, you may use the ATSP software in object code form solely on a single central processing unit owned or leased by you or otherwise embedded in equipment provided by ATSP.
b. Multiple Users License: Under the multiple users license granted to you by ATSP, you may use the ATSP software in object code form. Subject to the terms and conditions of this Agreement. the ATSP software may be:
(i) installed in a single location on a hard disk or other storage device of up to the number of computers owned or leased by you for which you have paid a license fee (“Permitted Number of Computers”); or
(ii) provided the ATSP software is configured for network use, installed on a single file server for use on a single local area network for either, but not both, of the following purposes:
(a) permanent installation onto a hard disk or other storage device of up to the Permitted Number of Computers; or
(b) use over such network, provided the number of computers connected to the file server does not exceed the Permitted Number of Computers. You may only use the programs contained in the ATSP software:
(i) for which you have paid a license fee (or in the case of an evaluation copy, those programs you have been authorized by ATSP to evaluate); and
(ii) for which you have received a product authorization key (“PAK”).
4. Restrictions. EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, YOU AGREE THAT YOU SHALL NOT COPY, IN WHOLE OR IN PART, ANY OF THE MATERIALS AND/OR CONTENT ASSOCIATED OR COMPRISING THE ATSP SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE TEXT, VIDEO, PICTURES, ARTWORK AND/OR DOCUMENTATION ASSOCIATED WITH THIS SOFTWARE. YOU FURTHER AGREE THAT YOU SHALL NOT MODIFY THE ATSP SOFTWARE, REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE ATSP SOFTWARE, OR RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE ATSP SOFTWARE OR THE MATERIALS ASSOCIATED WITH THE ATSP SOFTWARE, INCLUDING THE TRAINING PROGRAM.
5. Right to Audit. You grant to ATSP or its independent accountants the right to examine your books, records, and accounts during your normal business hours to verify compliance with the terms and conditions of this Agreement. In the event an audit discloses that the Permitted Number of Computers is exceeded, you shall promptly pay to ATSP the appropriate licensee fee for the additional computers or users.
6. Term and Termination.
The licenses granted under this Agreement are effective until terminated. The licenses granted to you under this Agreement shall terminate 365 days after the date on which said licenses are . Further, the ATSP software consists of nine training modules, and your access to each training module will terminate under this Agreement 365 days after the date on which said licenses are granted. Further, the ATSP software consists of four continuing education modules and your access to these training modules will terminate under this Agreement 365 days after the date on which said licenses are .
Your rights under this Agreement, including the licenses granted to you, shall terminate automatically without any notice from ATSP for any violation of this Agreement. At ATSP’s option, ATSP may terminate this Agreement for failure to pay any required license fee.
Upon termination of this Agreement, all of your right to use the ATSP Software shall immediately cease and all outstanding fees that you become obligated to pay hereunder shall become immediately due and payable. Further, upon termination of this Agreement, you shall cease to use and destroy all copies of the ATSP software.
7. Indemnification. You will indemnify, defend, and hold ATSP harmless from and against any and all losses, liabilities, damages, claims, demands, suits, actions or judgments, and all costs and expenses, including attorneys’ fees (collectively, “Losses”), (i) based upon, or arising out of third-party claims for damage to property or injury (including death) to any person or persons; (ii) based upon or arising from Your failure to carry out any obligations under this Agreement.
8. Disclaimer of Warranties. To the maximum extent permitted by applicable law, neither ATSP nor any of its suppliers or licensors makes any representation of warranty of any kind whether express or implied (either in fact or by operation of law) with respect to the ATSP software or any services or other materials provided by ATSP. ATSP expressly disclaims all implied warranties, including all warranties of non-infringement, merchantability, and fitness for a particular purpose. ATSP does not warrant that the ATSP software will meet your needs or operate in combination with other software. ATSP does not warrant that the ATSP software or any professional services are error-free or that operation of the ATSP software will be secure or uninterrupted.
9. Limitation of Liability. You agree that notwithstanding any damages that you may incur for any reason whatsoever (including without limitation, all direct or general damages), the entire liability of ATSP and any of ATSP’s affiliates in connection with this Agreement or any ATSP Software, and your exclusive remedy in connection with this Agreement or any ATSP Software shall be limited to the amount paid by You under this Agreement. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails of its essential purpose. In no event shall ATSP or ATSP’s affiliates be liable for any special, incidental, indirect, or consequential damages whatsoever.
10. Relationship of the Parties. Nothing in this Agreement will be construed to constitute either party as an employee, agent, partner, franchisee or joint venturer of the other. Except to the extent expressly provided in this Agreement or in another written instrument executed by the Parties, neither Party will have any authority to transact business or otherwise act on behalf or in the name of, or to bind, the other Party in any manner whatsoever.
11. No Waiver, Discharge. The failure of either Party to enforce at any time any provision of this Agreement will in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of such Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement will be held to be a waiver of any other or subsequent breach hereof.
12. Notices. All notices, requests, demands, claims and other communications permitted or required to be given hereunder will be in writing and will be deemed duly given and received (i) if personally delivered, when so delivered, (ii) if mailed, three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below, or (iii) if sent through a same-day or overnight delivery service in circumstances as to which such service guarantees next day delivery, the day following being so sent:
(a) if to ATSP, to:
818 E Osborn Rd.
Phoenix, AZ 85014
Attention: President
Either Party may give any notice, request, demand, claim or other communication hereunder using any other means (including, without limitation, electronic mail), but no such notice, request demand, claim or other communication will be deemed to have been duly given or received unless and until it actually is received by the individual(s) for whom it is intended and the notifying Party can provide evidence of such actual receipt. may change its address for the receipt of notices, requests, demands, claims and other communications hereunder by giving the other party notice of such change in the manner herein set forth.
13. Assignment; Subcontracting. Customer may not assign its rights or delegate or subcontract its obligations hereunder without the prior written consent of ATSP.
14. Successors and Assigns. This Agreement will be binding upon and will inure to the benefit of the Parties and their successors and permitted assigns, and any reference hereto to a Party will also be a reference to a permitted successor or assign. Nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any person or entity other than the Parties and their successors and permitted assigns any right, remedy, obligation or liability under or by reason of this Agreement, or result in such person or entity being deemed a third party beneficiary of this Agreement.
15. Governing Law; Venue. This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to the principles of conflicts of law. The Parties agree that jurisdiction and venue in any action brought by any party pursuant to this Agreement shall properly and exclusively lie in any federal or state court located in Phoenix, Arizona. By execution and delivery of this Agreement, each Party irrevocably submits to the exclusive jurisdiction of such courts for itself and in respect of its property with respect to such action. The Parties irrevocably agree that venue would be proper in such court, and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action.
16. Entire Agreement; Modification. This Agreement constitutes the entire, final and complete agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations, negotiations, communications and understandings, whether written or oral, between the Parties with respect to such subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by each of the Parties.
17. Survival. The rights and obligations of ATSP and Customer, which by intent or meaning have validity beyond the termination of this Agreement (including, but not limited to, rights with respect to confidentiality, ownership, intellectual property, indemnification, indemnification, non-solicitation, injunctive relief, and governing law), shall survive the termination of this Agreement.