This Agreement (“Agreement”) is by and between Meddlers, LLC, an Arizona limited liability company (“Meddlers”) and the individual (“User”) who has accepted and entered into this Agreement through an electronic document or website portal. User acknowledges and agrees that User’s checkbox affirmation constitutes a binding legal signature.
Subject to the terms and conditions of this Agreement, User shall have the non-exclusive, limited right to access, download (if applicable), and/or use the Self-Study Resources specified at checkout and referenced in the payment receipt (collectively, the “Services”) that will automatically be emailed to User after Meddlers receives payment from User. The applicable price of the Services, and period that User is permitted to access and/or download (if applicable) the Services, will also be specified at checkout and referenced in the payment receipt. Except as otherwise provided at checkout and on the payment receipt, once payment is made, this Agreement is non-cancellable, and all sums paid are non-refundable. Meddlers reserves the right to charge any applicable tax, including sales tax. The terms of this Agreement shall also apply to updates and upgrades subsequently provided by Meddlers to User for any Services. For non-downloadable content, User’s ability to access the Services shall automatically terminate at the end of the stated access period, unless specifically stated otherwise.
3. Scope of License and Use
Notwithstanding anything to contrary herein or otherwise, User acknowledges and agrees that the right to access, download (if applicable), and/or use the Services in accordance with this Agreement is personal to the User only, nontransferable, and shall not be resold or shared in any manner. User may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Services; (b) access or use the Services to create or support, directly or indirectly, products or services competitive to Meddlers; or (c) share, license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party except as expressly permitted by this Agreement.
4. Intellectual Property Rights
All rights, title and interest in and to the Services (including without limitation all intellectual property rights therein and all modifications, extensions, customizations, images, strategies, scripts or other derivative works of the Services provided or developed by Meddlers) and anything developed or delivered by or on behalf of Meddlers under this Agreement (including without limitation the Services) are owned exclusively by Meddlers and/or its licensors. Except as provided in this Agreement, the rights granted to User do not convey any rights in the Services, express or implied, or ownership in the Services or any intellectual property rights thereto. User grants Meddlers a royalty free, worldwide, perpetual, irrevocable, transferable right to use, modify, distribute and incorporate into the Services (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by User related to the Services. Any rights in the Services or Meddlers’ intellectual property not expressly granted herein by Meddlers are reserved by Meddlers. User represents, warrants, and agrees that the foregoing provisions, including those in Section 3 above, are binding and enforceable as a matter of contract, regardless of any intellectual property laws, including copyright or trademark laws.
Meddlers’ service marks, logos and product and service names are marks of Meddlers (the "Meddlers Marks"). User agrees not to display or use the Meddlers Marks in any manner without Meddlers’ express prior written permission. The trademarks, logos and service marks of Third Party Application providers ("Marks") are the property of such third parties. User is not permitted to use these Marks without the prior written consent of such third party which may own the Mark.
5. Warranties, Disclaimers and Exclusive Remedies
Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. Meddlers warrants that, during the term of this Agreement, Meddlers will make commercially reasonable efforts to deliver access to the Services to User, but that Meddlers cannot and does not guarantee access to the Services; outages that are out of Meddlers’ control can and do happen. Meddlers also reserves the right to temporarily suspend availability of the Services to perform maintenance, add or update new content, and perform other tasks that may render the Services inaccessible.
MEDDLERS DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT MEDDLERS WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL MEET USER’S REQUIREMENTS OR EXPECTATIONS. MEDDLERS IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM THE USER’S DATA OR THIRD-PARTY APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES.
FOR ANY BREACH OF MEDDLERS’ LIMITED SERVICES WARRANTY, USER’S EXCLUSIVE REMEDY AND MEDDLERS’ ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF MEDDLERS CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, USER MAY TERMINATE THE SERVICES AND MEDDLERS WILL REFUND TO USER THE FEES FOR THE TERMINATED SERVICES THAT USER PRE-PAID TO MEDDLERS FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.
TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT WILL MEDDLERS OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MEDDLERS AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY USER FOR THE SERVICES GIVING RISE TO THE LIABILITY.