PLEASE READ THIS END USER LICENSING AGREEMENT (“EULA”) CAREFULLY BEFORE PROCEEDING. IN ORDER TO USE THIS SOFTWARE ANY USER WHO HAS ACQUIRED, BEEN PROVIDED, OR PURCHASED ACCESS MUST AGREE TO ALL OF THE TERMS OF THIS EULA.
All users who proceed represent, confirm, and warrant that they are authorized to agree with ALL THE TERMS OF THIS EULA. THIS EULA IS A LEGAL, BINDING AND ENFORCEABLE CONTRACT BETWEEN THE USER AND AG VENTURES, LLC, (“US,” “OUR,” “WE”). By selecting the checkbox and thereby agreeing to all foregoing terms, the USER acknowledges his or her full agreement with all of the terms and conditions of the EULA. If the USER does not agree to all of the terms and conditions stated below, the USER should not check the box agreeing to the EULA and must immediately cease use of this software.
- License. The use by the USER of this product on any computer constitutes the USER’S acceptance of all terms of this EULA specified below. The application, demonstration, system, and other software accompanying this EULA, whether on disk, in read only memory, or on any other media (the “Software”) and related documentation are licensed to the USER.
- Representation Regarding Use of Software. OUR software products are for use by pilots who are interviewing for positions with commercial airline companies. It is strictly prohibited to use OUR software for any other purpose, including for medical recertification before the Federal Aviation Administration. By entering this EULA, the USER AFFIRMITIVELY REPRESENTS AND SWEARS that he or she is utilizing OUR software for individual training purposes in connection with the hiring and selection process by a commercial airline and for no other purpose.
- In the case of breach of this EULA, the USER agrees to pay all damages, reasonable attorney’s fees and related expenses incurred by US in the enforcement of this EULA. The USER’S license rights in the Software are non-transferable. Any license fees paid are non-refundable, and all sales of this software EULA are final, unless specifically stated in writing. WE reserve the right to change, discontinue, and modify the software product’s features, benefits, and functionality at its sole discretion without notice to the USER. The USER agrees and understands that the features or benefits may not remain the same and that any program feature may be revised, require additional fees or be removed at OUR sole discretion without prior notice. The USER understands and agrees that he or she will not be entitled to receive any refund or monetary compensation for any changes or removal of any program features in any software updates.
- Restrictions. The Software contains copyrighted material, trade secrets, and other proprietary material, and the USER may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human perceivable form. The USER may not modify, network, rent, lease, loan, distribute, or create derivative works based upon the Software in whole or in part without express written permission from US. The USER may not electronically transmit the Software from one computer to another or over a network, unless given specific written permission, and no copies of any materials may be made.
- Termination. The EULA to use the software for appropriate purposes is effective until terminated. The USER may terminate this EULA at any time. This EULA will terminate immediately without notice if the USER fails to comply with any provision of this EULA. The USER also agrees that WE have the right to terminate the EULA at any time in the event that the USER misuses the product or breaches the terms of this EULA. Upon termination the USER must destroy any copies or information from the Software, and related documentation and all copies thereof. Termination of this EULA does not void or change any of the terms of this EULA other than the right of the USER to continue to use the software.
- Limited Purpose of Software. OUR software products are for educational purposes only. They are not intended to replace any medical treatment, medical diagnosis, or professional advice for any emotional or psychological health issues. These products are designed for cognitive skill development, mental fitness, and/or educational purposes. No medical claims, either expressed or implied, are made for them. These products are not intended to be a substitute for consultation with a health care provider or for appropriate medical treatment for any emotional or psychological health issues.
- Warranty Disclaimer. THE USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF ANY PRODUCT IS AT THE USER’S SOLE RISK. THE SOFTWARE AND RELATED DOCUMENTATION ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND AND WE AND OUR LICENSOR(S) EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN
- Limitation of Liability. UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE SHALL WE BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, EVEN IF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME UNITED STAT FEDERAL, STATE OR LOCAL GOVERNMENT ENTITIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO THE USER. NO ACTION MAY BE BROUGHT OR ARBITRATION DEMANDED UNDER THIS AGREEMENT AT ANY TIME MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION FOR ARBITRATION AROSE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO THE USER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY THE USER FOR THE SOFTWARE.
- Non-Disparagement Clause. In purchasing access to OUR product, the USER agrees that he or she will not disparage or comment negatively about OUR products, officers, or employees. Disparagement in this clause includes either directly or indirectly, in any manner, expressing, transmitting, electronically messaging, posting on any website or blog, writing, or otherwise communicating in any way (or causing, assisting, supporting or participating with another person in any of the foregoing) any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred, or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, US, or any of its officers, products, or employees (collectively, the “Company Representatives”) or to malign, harm, disparage, defame or damage the reputation or good name of US, its business, products or Company Representatives.
- Liquidated damages: It is recognized by the USER that it would be difficult to determine the actual damages related to potential loss of revenue and good will, as the pecuniary effects of disparaging communication are not easily determined or calculated. This is recognized by the USER as true, given that the impact of any act of disparagement could last several years and its monetary effect is not easily determined.. Consequently, the USER agrees that if it is ruled in arbitration that the USER has disparaged US, that the USER will pay US all reasonable attorney fees, costs and expenses, including OUR share of any arbitration overhead costs and fees. In addition, USERS agree that the following liquidated damage are accepted by them as fair and reasonable and would not act as a penalty: ten thousand dollars ($10,000.00) for each proven incidence of disparagement, and one thousand dollars ($1,000.00) for each individual who receives orally or in writing any disparaging communications, and it is not necessary for US to prove each individuals identify but it is sufficient to be able to identify the number of individuals who gained access to the damaging remarks by any analytical tools available. It is acknowledged by the USER that he or she understands and fully accepts the above definition of disparagement, the reasonable liquidated damage determination and the terms specified in this non-disparagement clause. The USER’S understanding includes that this clause is a material term of this EULA, that the USER will have available the opportunity to use arbitration to settle and resolve any disputes with US and that the USER’S failure to accept the terms and conditions of this clause would result in OUR refusing to license the use of its products to the USER.
- Controlling Law and Severability. This EULA shall be governed by and construed in accordance with the laws of the United States and the State of Mississippi.
- Jurisdiction. In the event of any legal action relating to this EULA that is not in accordance with the terms of Arbitration specified below, the USER consents to the exercise of jurisdiction over it by a state or federal court in Lafayette County, Mississippi and further agrees that such court shall have exclusive jurisdiction over any such action, unless the USER is a United States Government entity in which case the current controlling law will be in accordance with the regulations and laws of that United States Government entity. If for any reason the court of jurisdiction finds any provision of this EULA, or portion thereof, to be unenforceable, that provision of the EULA shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this EULA shall continue in full force and effect.
- Arbitration. WE and the USER agree that any dispute arising between the parties with respect to this EULA shall be settled by binding arbitration to be conducted in Lafayette County, Mississippi, in accordance with the rules of the American Arbitration Association applying the laws of Mississippi, unless the USER is a United States Government entity, in which case the current controlling law will be in accordance with the regulations and laws of that United States Government entity. WE and the USER agree that such arbitration shall be limited to the greatest extent provided by the rules of AAA, that the arbitration shall not be conducted as a class action, that the arbitration award shall not include factual findings or conclusions of law and that no punitive damages shall be awarded.
- Complete Agreement. This EULA constitutes the entire agreement between the parties with respect to the use of the Software and related documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this EULA will be binding unless in writing and signed by a duly authorized Company Representative. Any updates, modifications, or changes to this EULA will be posted on OUR website and incorporated herein. USERS agree that it is that it is their responsibility to review OUR website on a monthly basis to determine if the EULA has been revised since the date of product purchase and installation.