This is the user license agreement that each subscriber (regardless of subscription choice paid or free) must agree to. There should be some sort of checkbox at checkout where they MUST “agree to terms of service” and have the ability to view this full license agreement. Instructions are in red and need to be removed in the final copy on the site.

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This Subscription Services and License Agreement (the “Agreement”) is made and executed by and between Day Trade Like A Pro, LLC, a California limited liability company (“Day Trade Like A Pro” or “Licensor”), having a principal place of business in the State of California, and the individual person enrolling as a licensee (hereafter referred to as “Licensee,” “you” and “your,” meaning you individually as the person to whom the services and license described below are provided).

 

Day Trade Like A Pro provides Licensees with proprietary web-based market data, products, and related services that are designed to assist Licensees as they independently, of their own volition, and at their own risk and peril, effectuate online trades of securities using the Licensees’ independently-established, third-party, online trading accounts. This web-based market data, and these products and related services are explained in further detail below. For convenience, the web-based market data, software, products and related services, which taken together as a whole constitute a program, will hereinafter be referred to as “the Program”.

 

NOTICE

Licensee understands and acknowledges that DAY TRADE LIKE A PRO and ITS PRINCIPALS, AGENTS, and REPRESENTATIVES, are not securities broker-dealers, agents, investment advisors, OR COMMODITY TRADING ADVISORS, and do not, at any time or under any circumstance, provide investment advice, or MAKE recommendations REGARDING THE purchase, sale, transfer, or trade of any security. THIS IS NOT AN OFFER TO BUY OR SELL ANY SECURITY OF ANY KIND. Licensee further acknowledges and understands that INVESTING IN SECURITIES, no matter the type, is inherently risky and may involve THE LOSS of capital. BY ENTERING INTO THIS AGREEMENT, YOU REPRESENT, AND WARRANT THAT: (a) YOU are not seeking, nor will you seek or obtain, investment advice from Day Trade Like A Pro or from any of its representatives or agents in connection with the purchase or sale of any security; (b) YOU are aware of the inherent risks IN INVESTING IN SECURITIES, AND understand that any such risks will be borne solely by YOU; and (c) YOU HAVE had the opportunity to seek the advice of a registered broker-dealer or licensed investment advisor before engaging in any purchase, sale, transfer, or trade in securities of any kind, INCLUDING ONLINE TRADES IN SECURITIES THAT YOU MAY EFFECTUATE After enrolling in THE PROGRAM. GOVERNMENT REGULATIONS REQUIRE DISCLOSURE OF THE FACT THAT WHILE THESE METHODS MAY HAVE WORKED IN THE PAST, PAST RESULTS ARE NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. WHILE THERE IS A POTENTIAL FOR PROFIT THERE IS ALSO A RISK OF LOSS. A LOSS INCURRED IN CONNECTION WITH TRADING FUTURES CONTRACTS OR ANY OTHER SECURITY CAN BE SIGNIFICANT. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER SUCH TRADING IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION SINCE ALL SPECULATIVE TRADING IS INHERENTLY RISKY AND SHOULD ONLY BE UNDERTAKEN BY INDIVIDUALS WITH ADEQUATE RISK CAPITAL. ANY ADVISORY OR SIGNAL GENERATED BY Day Trade Like A Pro IS PROVIDED FOR EDUCATIONAL PURPOSES ONLY. ANY TRADES PLACED UPON RELIANCE ON Day Trade Like A Pro ARE TAKEN AT YOUR OWN RISK FOR YOUR OWN ACCOUNT. HYPOTHETICAL OR SIMULATED TRADING PERFORMANCE RESULTS HAVE CERTAIN INHERENT LIMITATIONS. UNLIKE ACTUAL PERFORMANCE RECORD, SIMULATED RESULTS DO NOT REPRESENT ACTUAL TRADING. ALSO, SINCE SIMULATED TRADES HAVE NOT ACTUALLY BEEN EXECUTED, THE RESULTS MAY HAVE UNDER- OR OVER-COMPENSATED FOR THE IMPACT, IF ANY, OF CERTAIN MARKET FACTORS, SUCH AS LACK OF LIQUIDITY. SIMULATED TRADING PROGRAMS IN GENERAL ARE ALSO SUBJECT TO THE FACT THAT THEY ARE DESIGNED WITH THE BENEFIT OF HINDSIGHT. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE THE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN IN SIMULATION. THERE ARE NO GUARANTEES OR CERTAINTIES IN TRADING. RELIABILITY OF TRADING SIGNALS FOR MECHANICAL SYSTEMS ARE IN PROBABILITIES ONLY. TRADING INVOLVES HARD WORK, RISK, DISCIPLINE, AND THE ABILITY TO FOLLOW RULES AND TRADE THROUGH ANY TOUGH PERIODS DURING ONE’S OWN DRAWDOWNS. IF YOU ARE LOOKING FOR GUARANTEES, TRADING IS NOT FOR YOU. MOST PEOPLE LOSE TRADING. ONE OF THE REASONS IS THAT THEY LACK DISCIPLINE AND ARE UNABLE TO BE CONSISTENT. A SYSTEM OR EDUCATIONAL PROGRAM CAN HELP YOU BECOME CONSISTENT. THE ABILITY TO BE DISCIPLINED AND TAKE THE TRADES IS EQUALLY AS IMPORTANT AS ANY TECHNICAL INDICATORS OR METHODS A TRADER USES. IRONICALLY, WORRYING ABOUT THE MONEY ASPECT OF TRADES CAN CONTRIBUTE TO AND CAUSE A TRADER TO MAKE TRADING ERRORS. THEREFORE, IT IS CRUCIAL TO ONLY TRADE WITH TRUE RISK CAPITAL, WHICH IS DEFINED AS MONEY YOU CAN AFFORD TO RISK LOSING; ONLY TRADE WITH RISK CAPITAL.

 

1. LICENSE GRANT AND RESTRICTIONS. Subject to approval by Licensor of this signed, completed Agreement, this Agreement grants you certain rights and imposes upon you certain responsibilities and restrictions with regard to your use of the Licensor’s web-based market data, Day Trade Like A Pro tools, including but not limited to PREDICTION POINTS, proprietary indicators, services, on-line services, website access (to DayTradeLikeAPro.com and other related websites (the “Websites”)), web-based software access, webinars, printed material, electronic content, text, photos, pre-recorded video, graphics, music, sounds, and any other related materials of any kind, including supplemental content, materials, products, and services that may be added from time to time (the “Materials”), all of which are protected by copyrights, trademarks, trade secrets, patents or other proprietary rights (called “Intellectual Property Rights”). By entering into this Agreement, you expressly agree that these Intellectual Property Rights are valid and binding upon you, and that all right, title and interest in and to these Materials, including but not limited to all Intellectual Property Rights (collectively, the “Program Materials”), belong solely and exclusively to Day Trade Like A Pro or to its affiliates and/or subsidiaries.

 

Licensor hereby grants to you, the Licensee, the following rights, provided that you comply with all of the following terms and conditions of this Agreement:

 

A. Single User License. The Licensor hereby grants to you and to you alone, an individual, limited, non-exclusive, non-transferable license to the Program, the Program Materials, and access to the Websites for your personal, educational, non-commercial use. Licensee shall not duplicate Program Materials in any fashion without the express written approval of Licensor. This Single User License allows for one specific person, namely you, to follow the Program, use Program Materials, and access the Websites with no substitution of users. (For example, if a friend or relative is interested in the Program or Program Materials, you are expressly prohibited from allowing the friend or relative to access the Program, to use the Program Materials, to access the Websites, and/or otherwise engage in the Program to which you have access by virtue of your purchase of a Single User License. To legally obtain access to the Program, the Program Materials, and the Websites, your friend or relative must purchase his/her own Single User License by paying the required License and Periodic Subscription Fee(s), and by entering into an Agreement with Day Trade Like A Pro, or its subsidiaries.) As part of your Single User License, you will be provided with one Login Name and Password. You covenant and agree that you will not share, or otherwise disclose your Login Name and Password to any third party. In the event that you know or suspect that your Login Name and Password have been stolen or used by someone other than you, you agree to immediately report the incident to Licensor by e-mailing an instructor.

 

By entering into this Agreement you hereby authorize, release, and permit Day Trade Like A Pro to track, capture, record, utilize, post, publish, and broadcast your first name and last initial, along with your results, trading information and history, and any other statistical information generated by your participation in the Program for any and all lawful uses, including, but not limited to, advertising, promoting, and/or recruiting.

B. Restrictions. You may not: (1) redistribute, sell, rent, lease, sublicense, share, or otherwise transfer the Single User License; (2) publish, e-mail, post, display, broadcast, or otherwise divulge or provide to any individual or entity the Program, the Program Materials, Login Name and Password, and/or access to the Websites to which you have access by virtue of your status as a Single User Licensee, and which you covenant and agree to keep strictly confidential; (3) modify, adapt, reformat, reverse engineer, or create any derivative works of or from, the Program, the Program Materials, and/or the Websites, Website content, or other related information; (4) use any portion or aspect of the Program, the Program Materials, and/or Website access/content to violate any U.S. or foreign laws or regulations, including copyright, privacy or publicity rights, or other intellectual property right; (5) use the Program, the Program Materials, and/or Website access/content to develop other materials, software, programs, or services, including competitive materials, software, programs, or services; (6) attempt to obtain unauthorized access to software source code, system settings, or any other aspect of the Program, the Program Materials, and/or the Websites; (7) attempt to alter, disable, disrupt, overload, or change the Program, the Program Materials, and/or Websites in any way; (8) remove or alter any trademark, trade dress, service mark, logo, copyright or other proprietary notices, legends, symbols, or labels found in the Program, the Program Materials, on the Websites, or elsewhere; (9) block, disable, or otherwise affect any advertising, advertisement banner window, tabs, links to other sites and services, or other features that constitute the Program, the Program Materials, and/or the Websites; (10) provide false information when registering for or obtaining the Single User License, attempt to impersonate another person or entity, or otherwise violate the rights of others; (11) use the Program, the Program Materials, and/or the Websites, or related information, in any way that violates this Agreement or any law; (12) use the Program, the Program Materials, and/or the Websites in any manner that the Licensor, in its sole discretion, determines to be inappropriate; or (13) authorize, direct, or assist any third party to do any of the things described in this paragraph.

 

For purposes of this paragraph, and the remaining provisions of this Agreement, “PREDICTION POINTS” refers to and means proprietary indicators and numbers unique to Day Trade Like A Pro used to provide Licensees with support and resistance prices on (for example: the eMini S&P 500) and potentially other indices or markets.

 

2. RESERVATION OF RIGHTS AND OWNERSHIP. The Program, Program Materials, and the Websites, including but not limited to, PREDICTION POINTS, proprietary indicators, services, on-line services, website access (to DayTradeLikeAPro.com and other related websites (the “Websites”)), web-based software access, webinars, printed material, electronic content, text, photos, pre-recorded video, graphics, music, sounds, and any other related materials of any kind, including supplemental content, materials, products, and services that may be added from time to time, are licensed, not sold. The Licensor reserves all rights not expressly granted to you in this Agreement.

 

3. PROPRIETARY RIGHTS. Day Trade Like A Pro, including, but not limited to, PREDICTION POINTS, proprietary indicators, services, on-line services, website access (to DayTradeLikeAPro.com and other related websites (the “Websites”)), web-based software access, webinars, printed material, electronic content, text, photos, pre-recorded video, graphics, music, sounds, and any other related materials of any kind, including supplemental content, materials, products, and services that may be added from time to time, and its respective logos, are registered trademarks or registered service marks, and/or are protected under applicable copyrights, patent rights, pending applications for registered trademarks or registered service marks, or other protections afforded under applicable law to intellectual property.

 

4. LICENSE AND PERIODIC SUBSCRIPTION FEE(S). The Licensor permits use of the Program, Program Materials, and the Websites upon payment of the License and periodic subscription fees or other payment options as outlined on the subscription page and in exchange for ongoing payment obligations as set out below. The contents of each subscription will be different and may change from time to time pending the release of new program options or trading tools:

 

A. The Program.

 

Includes a Single User License, which includes access for one Licensee, namely you, to the Program, the Program Materials, and the Websites until this Agreement is terminated. Each product may be different and may or may not include the above-mentioned products and/or services.

 

License Fee is as follows: In the event there is a License Fee, the License Fee becomes COMPLETELY NON-REFUNDABLE three (3) days from the time this Agreement is executed by the Licensee. A cancellation fee WILL be assessed in the event Licensee cancels within (3) days of enrolling as explained in paragraph 15, below.

 

Licensor reserves the right to alter, discontinue or supplement features, or otherwise change any and all aspects of the Program, Program Materials, the Websites, and any and all content, at any time, without notice to you.

 

B. Periodic Subscription Fee(s). A mandatory, non-refundable periodic subscription fee is required to establish and maintain a Licensee’s access to the Program, the Program Materials, and/or the Websites. The periodic subscription fee(s) may be charged annually, quarterly, monthly, or for some other time period specified on the subscription page (“Periodic Subscription Fee(s)”) and will vary depending on the product(s) chosen by Licensee as will each the contents of each subscription. The Periodic Subscription Fee(s) is due and payable at the time of enrollment, and billed periodically thereafter (timing of charges depends on product/service selected), and will be automatically charged to a credit card designated and authorized by the Licensee, at the time of enrollment, and continuing indefinitely thereafter, on a periodic basis, until this Agreement is terminated. A Licensee’s failure to pay the Periodic Subscription Fee(s) shall result in immediate termination of the non-paying Licensee’s access, without notice to the non-paying Licensee. Periodic Subscription Fee(s) are non-refundable and do not apply to the 3-day cancellation policy since licensee will have access to proprietary content immediately upon completion of payment.

 

5. ACCESS AND THIRD-PARTY FEES. Licensee must provide, at Licensee’s own expense, the equipment, hardware, operating system, and related software, and internet connections that Licensee will need to access the Program, the Program Materials, and/or the Websites. Licensee acknowledges that participation in the Program may require Licensee to obtain a third-party online trading account if Licensee chooses to effectuate trades. Licensee covenants and agrees that obtaining and maintaining such an account is the sole responsibility of Licensee and that Licensee, not Licensor, is responsible for any fees, costs, or assessments arising from Licensee’s opening and maintaining the account. Any other brokerage fee, subscription costs or other incidental cost or expenses are the sole responsibility of Licensee.

 

6. TAXES. Licensee hereby acknowledges that activities associated with participation in the Program may result in taxable events that are required by law to be reported to state and federal tax authorities, including but not limited to the Internal Revenue Service. Licensee acknowledges and understands that Licensor is in no way responsible for the reporting, filing, and/or payment of any document, tax return, or tax assessment or liability whatsoever arising from Licensee’s activities and participation in the Program. Licensee acknowledges that Licensor has urged Licensee to seek the advice, counsel, and services of a licensed tax professional prior to engaging in any activity related to the Program.

 

7. TERMINATION AND AMENDMENT. Your rights under this Agreement may be terminated by the Licensor, immediately and without notice, if you fail, in the sole judgment and discretion of Licensor, to comply with any term or condition of this Agreement. Upon such termination, you must immediately return any and all Program Materials and/or information obtained from DAY TRADE LIKE A PRO, and/or the Websites to the Licensor. Any termination of this Agreement shall not affect the Licensor’s rights hereunder. The Licensor shall have the right to change or add to the terms of its Agreement at any time (provided that it is not the Licensor’s intention to change substantially the license rights granted to Licensee in Section 1 and for which consideration was paid by Licensee), and to change, delete, discontinue, or impose conditions on any feature or aspect of the Program, the Program Materials, and/or the Websites (including pricing, support options, and other product-related policies) upon notice by any means the Licensor determines, in its sole discretion, to be reasonable, including sending Licensee an e-mail notification or posting information concerning any such change, addition, deletion, discontinuance or new conditions on the Websites.

 

8. INJUNCTIVE RELIEF. Licensee hereby acknowledges and agrees that, notwithstanding any other provisions of this Agreement, Licensee’s breach or threatened breach of this Agreement shall cause Licensor irreparable harm and damage for which recovery of money damages would be inadequate, and that Licensor may, therefore, obtain immediate injunctive relief to protect its rights under this Agreement, in addition to any and all other remedies available at law or in equity, including suits for libel, slander, defamation, and related causes of action for publishing or posting online any false and/or derogatory comment(s) regarding Licensor and its principals, affiliates, and subsidiaries.

 

9. DISCLAIMER OF WARRANTIES. THE PROGRAM, THE PROGRAM MATERIALS AND/OR ANY CONTENT ACCESSIBLE THROUGH THE WEBSITE ARE PROVIDED “AS-IS,” AND “AS AVAILABLE,” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR, STATUTORY, REGARDING THE PROGRAM MATERIALS AND ANY INFORMATION ACCESSIBLE THROUGH THE PREDICTION POINTS, THE WEBSITES, SERVICES, CONTENT, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE WEB-BASED SOFTWARE, THE PROGRAM, THE PROGRAM MATERIALS, AND/OR THE WEBSITES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT ANY OF THESE WILL ALWAYS BE ACCESSIBLE OR OPERATIONAL. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF EXECUTION OF THE AGREEMENT. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. THE PROGRAM, PROGRAM MATERIALS, THE WEBSITES, AND RELATED INFORMATION ARE DESIGNED TO PROVIDE INFORMATION WITH THE UNDERSTANDING THAT LICENSOR IS NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING, FINANCIAL, INVESTMENT OR OTHER PROFESSIONAL ADVICE OR SERVICES. IF INVESTMENT ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT.

 

10. LIMITATIONS OF LIABILITY AND DAMAGES. To the maximum extent permitted by applicable law, in no event SHALL LICENSOR or its SUBSIDIARIES be liable for any indirect, special, incidental, consequential, or exemplary damages arising out of or in any way relating to this agreement or the use of or inability to use the PROGRAM, THE PROGRAM MATERIALS, and/or the websites, including, without limitation, MONEY LOSSES, ADVERSE TRADING RESULTS, TAX LIABILITY, RETURNS, INCOME, CAPITAL, loss of goodwill, lost profits, loss of data, or any and all other PERSONAL OR commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, LICENSOR’S entire collective liability under any provision of this agreement shall not exceed in the aggregate the sum of the fees LICENSEE paid for thE SINGLE USER license OR replacement of defective PROGRAM MATERIALS, as determined at LICENSOR’s sole discretion to the extent applicable law prohibits the limitation of damages in such cases. YOUR ONLY OTHER REMEDY FOR DISSATISFACTION WITH ANY ASPECT OF DAY TRADE LIKE A PRO, THE PROGRAM, THE PROGRAM MATERIALS, THE WEBSITES, and/or ANY RELATED MATERIAL IS TO STOP USING SAME AND TO CANCEL YOUR PERIODIC SUBSCRIPTION FEE(s). Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, so this exclusion and limitation may not apply to YOU. LICENSOR is not responsible for any liability arising out of ADVICE OR SERVICES provided by LICENSEE or a third party, INCLUDING HYPERLINKS TO THIRD-PARTY WEBSITES THAT MAY APPEAR ON LICENSOR’S WEBSITES FROM TIME TO TIME.

 

11. No Agency or Other Relationship. You understand and agree that your relationship with Licensor is limited to the terms and conditions of this Agreement. You further understand and agree that Licensee is independent from Licensor and that no agency relationship, partnership, joint venture, or other such relationship exists between Licensee and Licensor by virtue of this Agreement. Accordingly, neither party has authority or capacity to bind the other, or to commit the other to any third party in any way.

 

12. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless Day Trade Like A Pro, its affiliates, officers, directors, managers, members, agents, information providers, and suppliers from and against all claims, causes of action, suits, losses, expenses, damages, and costs, including reasonable attorney fees and costs arising out of, in connection with or relating to any violation by you of this Agreement, including claims of infringement of intellectual property or other third party rights, or otherwise, directly or indirectly resulting from or attributable in any way to any access to, use of, or posting of materials or content on the Websites, or elsewhere.

 

13. ELECTRONIC SIGNATURE. By entering into this Agreement, you understand and agree that you will do so by affixing your hand-written signature, or electronic signature, hereto. You further understand and agree that your electronic signature has the same legally binding effect upon you as your hand-written signature whether done by entering your initials or checking a box signifying you agree to these terms. You further agree and understand that the most recent signed or electronically signed version of this Agreement shall supersede all older version(s) of this Agreement.

 

14. CANCELLATION POLICY. Licensee may cancel their monthly (or other term) subscription at any time. In order to halt the next billing cycle, a request for cancellation notice must be received by licensor via email to: support@DayTradeLikeAPro.com including your first name, last name, email address used to log into the members area, and phone number no less than 3 days prior to licensee’s next billing cycle date. Licensee will have access to the members area of the website through the end of their billing cycle date upon cancellation (i.e., if the billing cycle date is January 3rd, then the last use of the website will be February 2nd. Access will be terminated February 3rd.). The billing cycle is dependent upon the products and services selected by the Licensee, and therefore access end date will vary based on the Periodic Subscription Payment applicable to the selected product or service. Refunds and prorated amounts will not be issued nor permitted. Please also note that if you, the licensee, choose to terminate your subscription you will be subject to any increases in Periodic Subscription Fee(s) at the time of your return and will not be eligible to pay your previous subscription rate. However, if you the licensee did pay a license fee greater than $100 at the time of your original subscription date, you will not have to pay an additional license fee upon your return; but you will be subject to the current Periodic Subscription Fee(s) at the time of your return.

 

15. CANCELLATION FEE. A cancellation fee of 10% will be assessed to any and all types of cancellation whether that is a subscription to the Program, the Program Materials, and/or access to the Websites only or any type of subscription made available. The cancellation fee will be assessed on any fees paid if cancellation occurs within 3 days of enrollment. As mentioned in 4.b, no refunds will be permitted on the Periodic Subscription Fee as the service and data access has already been rendered.

 

16. MISCELLANEOUS. Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between Licensee and Licensor and sets forth the entire liability of Licensor and Licensee’s exclusive remedy with respect to the Program, Program Materials, and/or the Websites and your use thereof.

 

Any waiver of the terms herein by Licensor must be in a writing signed by an authorized officer of Licensor and expressly referencing the applicable provisions of this Agreement.

 

If any provision of this Agreement is determined to be invalid or unenforceable under applicable law, then it shall be changed or interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. If any provision cannot be changed or interpreted to accomplish the objectives of such provision under applicable law, then the provision will be severed and the remaining provisions will continue in full force and effect.

 

If any party shall breach any of the provisions of this Agreement, the nonbreaching party shall be entitled to recover from the breaching party all costs and expenses incurred by the nonbreaching party in connection with the breach, including reasonable attorney fees, whether such costs and expenses are incurred with or without suit or before or after judgment.

 

This Agreement shall be governed by U.S. and California law as applied to agreements entered into and to be performed entirely within the state of California, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. You hereby consent to the exclusive jurisdiction and venue of the state courts in San Diego County, State of California or the Federal District Court for the District of California.

 

The parties will endeavor in good faith to resolve all disputes arising under or related to this Agreement by mediation according to the then-prevailing rules and procedures of the American Arbitration Association. If the parties fail in their attempt to resolve a dispute by mediation, they will submit the dispute to binding arbitration according to the then-prevailing rules and procedures of the American Arbitration Association for final resolution. California law will govern the rights and obligations of the parties with respect to the matters in controversy. The arbitrator will allocate all costs and fees attributable to the arbitration to the non-prevailing party thereof. The arbitrator’s award will be final and binding, and judgment may be entered thereon in any court of competent jurisdiction.

 

Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word “including” means “including, but not limited to.”

 

This Agreement does not limit any rights that Licensor may have under trade secret, copyright, patent or other laws. Neither you, nor Licensor shall be in default or be liable for any delay or failure in performance directly or indirectly from any cause beyond its reasonable control.

 

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

 

BY LICENSEE’S ELECTRONIC SIGNATURE, LICENSEE CERTIFIES THAT LICENSEE HAS READ AND UNDERSTOOD THE ENTIRETY OF THIS AGREEMENT, AND AGREES, AS OF THE DATE OF SIGNING THIS AGREEMENT, TO BE BOUND BY EACH AND EVERY PROVISION CONTAINED HEREIN UNTIL THIS AGREEMENT IS TERMINATED.