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End User License Agreement

NOTICE: ACCESS TO AND USE OF THIS WEBSITE AND ANY ONLINE APPLICATIONS, SOFTWARE OR CONTENT AVAILABLE THROUGH THIS WEBSITE IS SUBJECT TO YOUR ACCEPTANCE OF THIS END USER LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THIS END USER LICENSE AGREEMENT, YOU ARE NOT PERMITTED TO AND YOU WILL NOT BE ABLE TO ACCESS OR USE THIS WEBSITE OR ANY ONLINE APPLICATIONS, SOFTWARE OR CONTENT AVAILABLE THROUGH THIS WEBSITE.

This End User License Agreement (the “Agreement”) by and between you (“You”) and Casebriefs LLC (“CB”) governs Your access to and use of (i) the applicable ebooks you have licensed (the “Ebooks”), (ii) the online content associated therewith (the “Online Content”), (iii) the online application software and platforms (including this website) through which such Ebooks and Online Content are made available to You (the “Platform”), and (iii) any related services, software, or other solutions provided by CB (collectively (i) through (iv), the “Study Buddy Product(s)”). By clicking to accept this Agreement, You acknowledge that You have read, understood and agree to be bound by this Agreement, and You agree to comply with all applicable laws and regulations in Your use of the Study Buddy Product(s) licensed hereunder, including U.S. export and re-export control laws and regulations. The Study Buddy Product(s), including all Ebooks and Online Content incorporated therein, are protected by law, including, but not limited to, United States copyright law and international treaties.

PLEASE ALSO REFER TO THE CASEBRIEFS PRIVACY STATEMENT FOR MORE INFORMATION ABOUT HOW CB COLLECTS AND USES YOUR PERSONAL INFORMATION. THE PRIVACY STATEMENT CAN BE FOUND AT http://www.casebriefs.com/privacy/.

1. License and Access to the Study Buddy Product(s).

1.1.User Type. Full access to the Study Buddy Product(s) is available only to (i) individuals who have purchased or one or more applicable titles from CB and have licensed access to the Ebooks and the Online Content associated therewith (each such individual), or (ii) individuals who have licensed or otherwise obtained access directly from CB to the Ebooks and the Online Content (each, an “Online-Only User”).

1.2.User Licenses. CB grants You a non-transferable, nonexclusive, limited license to access and use the applicable Study Buddy Product(s) via the Platform during the applicable Subscription Term for the Permitted Use (as defined below), subject to the terms and conditions of this Agreement.

1.3.Trial User License. CB may, in its sole discretion, grant individuals complimentary access to certain Study Buddy Content for such individuals to preview and evaluate certain Study Buddy Product(s) before the purchase. If You received Trial Access to any Study Buddy Product(s), then CB grants You the non-transferable, nonexclusive, limited license to access and use the applicable Study Buddy Content for the sole purpose of evaluating the applicable Study Buddy Product(s), subject to the terms and conditions of this Agreement.

1.4.Access. You agree not to give or make available Your username, password, access code or other authentication method (including without limitation, Your email address or Internet Protocol address, if applicable) used to access Your account to any unauthorized individuals. You remain responsible for all access to the Study Buddy Product(s) via Your username, password, access code, or other authentication method, even if not authorized by You. If You believe that Your username, password, access code, or other authentication method used to access Your account has been lost or stolen or that an unauthorized person has or may attempt to use the Study Buddy Product(s), You must immediately notify CB at [email protected] Any access or attempt to access for any reason areas of the CB computer system or other information thereon is strictly prohibited. You agree that You will not use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” or copy the Web pages on the Study Buddy Product(s) in whole or in part. You will not spam or send unsolicited e-mail to any other user of the Study Buddy Product(s) for any reason. You agree that You will not use any device, software, or routine to interfere or attempt to interfere with the proper working of the Study Buddy Product(s). You agree that You will not take any action that imposes an unreasonable or disproportionately large load on CB’s infrastructure.

1.5.Updates and Discontinuation. CB may, but has no obligation to, update, modify or replace the Study Buddy Product(s) from time to time. CB reserves the right to discontinue offering access to all users of a Study Buddy Product, or a portion thereof, through any or all platform(s) at any time for any business reason (such as discontinuation of the applicable Study Buddy Product). CB will use commercially reasonable efforts to provide at least thirty (30) days notice of any such discontinuation. In the event that CB discontinues offering access to an Ebook via the Platform, CB will offer You the opportunity to obtain a perpetual license to such Ebook, upon Your request within thirty (30) days’ of Your receipt of notice that such access will be discontinued, and provide You with access of the discontinued Ebook. Upon completion of such download, CB grants You a non-transferable, nonexclusive, limited license to access and use the applicable Ebook on a perpetual basis for the Permitted Use (as defined below), subject to all applicable terms and conditions of this Agreement.

1.6.Termination of Access. If You fail to comply in any way with this Agreement, this Agreement and Your authorization to access and to use the Study Buddy Product(s) will automatically terminate. Upon any termination or expiration of this Agreement, You must immediately destroy any downloaded or printed materials and discontinue use of the Study Buddy Product(s).

2. Proprietary Rights and Use of the Study Buddy Product(s).

2.1.Proprietary Rights. No provision of this Agreement conveys any ownership interest to You in or to any of the Study Buddy Product(s), including site design, text, graphics, interfaces, and the selection and arrangements thereof, in whole or in part, and, except for the express licenses herein, all intellectual property rights, including copyright, patent, trademark and trade secret, are retained by CB and its affiliates, licensors, and collaborators, all rights reserved. The trademarks, service marks, trade names, and logos, including, but not limited to, page headers, custom graphics, button icons, and scripts (collectively, the “Trademarks”) used and displayed on the Study Buddy Product(s) are registered and unregistered trademarks, service marks and/or trade dress of CB and its affiliates, licensors, and collaborators, and You many not copy, imitate or use the Trademarks, in whole or in part, for any purpose. No license or other right to use any Trademark used or displayed on the Study Buddy Product(s) is granted to You.

2.2.Additional Terms. Your access to and/or use of any current or future Study Buddy Product(s) may be subject to and require Your acceptance of additional terms and conditions, including (i) terms and conditions governing access to and use of the Platform, and (ii) terms and conditions governing use of any content and software supplied or licensed to CB by third parties (“Third Party Material”) that may be incorporated into the Study Buddy Product(s), as made available by CB from time to time, in electronic or print form. In the event of changes in the terms applicable to Third Party Material, CB reserves the right to terminate access to such Third Party Material, remove such Third Party Material from the Study Buddy Product(s), modify the Third Party Material accessible hereunder, or add additional terms and conditions applicable to such Third Party Material, in each case effective immediately upon notice being made reasonably available to You. In the event of any conflict between the terms hereof and the terms governing the Third Party Material, the terms governing the Third Party Material will control.

2.3.Enforcement of Rights. You hereby grant to CB and its affiliates, licensors, and collaborators the right to enforce or assert on their own behalf the provisions of this Agreement.

2.4.Permitted Use. As used herein, “Permitted Use” means use of the Study Buddy Product(s) for the following limited purpose: You may use the Study Buddy Product(s) as a reference and/or educational tool and may print or download materials from the Study Buddy Product(s) (where CB has made such materials available for printing or downloading) solely for Your own personal, non-commercial, informational or scholarly use, provided that You keep intact all copyright and other proprietary notices.

2.5. Restrictions on Use. You will not (a) use, or permit the use of, the Study Buddy Product(s) except in accordance with the terms of this Agreement; (b) modify, translate, reverse engineer, decompile, disassemble, create derivative works of, or otherwise attempt to derive or alter any source code of the Study Buddy Product(s) or any underlying software; (c) copy or permit the copying of the Study Buddy Product(s), other than copying in accordance with the Permitted Use; (d) use the Study Buddy Product(s) to provide service bureau, time sharing, or similar services to third parties; (e) distribute, sublicense, sell, assign, transfer, rent, lease, pledge, or encumber the Study Buddy Product(s); (f) permit access to the Study Buddy Product(s) to any other person; (h) alter, remove, or otherwise hinder the delivery of any copyright, disclaimer, or other proprietary notice appearing in the Study Buddy Product(s); or (g) use the Study Buddy Product(s) or information contained therein or results derived therefrom to develop any product(s) or service(s) which could be competitive with the Study Buddy Product(s) or any other product(s) or service(s) provided by CB. Redistribution of the Study Buddy Product(s) for any purpose is strictly prohibited. Any use or attempted use of the Platform, the Study Buddy Product(s) or the Content therein other than as specifically authorized herein, without the express prior written permission of the CB is strictly prohibited and will, among other things, terminate this Agreement and all licenses granted herein. Such unauthorized use or attempted use may also violate applicable laws, including without limitation, copyright and trademark laws. Except for the express licenses granted herein, nothing in this Agreement will be construed as conferring any license to any intellectual property rights, whether by estoppel, implication or otherwise. Upon any termination of Your right to access any particular Study Buddy Product(s), You must destroy, as applicable, all copies of any materials from the Study Buddy Product(s) for which access was terminated.

3. Links and Content Uploads.

3.1. External Hyperlinks. The Study Buddy Product(s) may provide links to third party web pages. Such links to third party websites on the Study Buddy Product(s) are provided solely as a convenience to You. If You use these links, You will leave the Study Buddy Product(s). CB has not reviewed these third party websites and does not control and is not responsible for any of these third party websites, their content or their policies, including, without limitation, privacy policies or lack thereof. CB does not endorse or make any representations about third party websites or any information, software or other products or materials found there, or any results that may be obtained from using them. If You decide to access any of the third party websites linked to the Study Buddy Product(s), You do so entirely at Your own risk. You acknowledge and agree that CB will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with, the use of or reliance on any such third party websites.

3.2.Ownership of Content Uploads. Certain of the Study Buddy Product(s) may provide functionality that allows You to upload content that may include information, text, images, audio, video, and any other content (“Your Content”) and may permit the public posting, viewing and sharing of Your Content with others. You retain ownership to Your Content that You submit for inclusion into the Study Buddy Product(s). However, by submitting Your Content, You hereby grant CB and its affiliates a transferable, non-exclusive, sub-licensable, worldwide, perpetual and royalty-free right and license to quote, re-post, publish, use, adapt, translate, archive, store, reproduce, modify, create derivative works from, syndicate, license, print, sublicense, distribute, transmit, broadcast, and otherwise communicate, and publicly display and perform Your Content, or any portion thereof, in any manner or form and in any medium or forum, whether now known or hereafter devised, without notice, payment or attribution of any kind to You or any third party. You grant CB and its affiliates all licenses, consents and clearances to enable CB to use Your Content for such purposes. You waive and agree not to assert any moral or similar rights You may have in Your Content. If the Study Buddy Product on which You contribute Your Content permits other users to access and use Your Content as part of the Study Buddy Product, then You also grant all other users of the Study Buddy Product the right to use, copy, modify, display, perform, create derivative works from, and otherwise communicate and distribute Your Content on or through the Study Buddy Product without further notice, attribution or compensation to You. You may not upload or post any content on the Study Buddy Product(s) that infringes the copyright, trademark or other intellectual property rights of a third party nor may You upload any content that violates the law, this Agreement and/or any third party’s right of privacy or right of publicity. By posting any of Your Content on the Study Buddy Product(s), You represent and warrant that You have the lawful right to distribute and reproduce Your Content. You are solely responsible for creating backup copies of and replacing any of Your Content You post or store on or through the Study Buddy Product(s) at Your sole cost and expense.
3.3.Content Upload Restrictions. You are solely responsible for any of Your Content that You submit, post or transmit via the Study Buddy Product(s). You may not post or submit any of Your Content that:

• promotes information that You know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
• contains nudity, sexually explicit content, drug use, violence or other offensive subject matter;
• is patently offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or person;
• solicits personal information from anyone under 18 years old or exploits images or the likeness of individuals under 18 years old;
• makes use of offensive language or images;
• includes a photograph of another person that You have posted without that person’s consent;
• promotes an illegal or unauthorized copy of another person’s copyrighted work;
• promotes any criminal activity or enterprise or provides instructional information about illegal activities;
• involves commercial activities and/or sales without our prior written consent such a contests, sweepstakes, barter, advertising or pyramid schemes or provides a link to any commercial websites (including without limitation, a link to an adult website); or
• solicits passwords or personal identifying information for commercial or unlawful purposes from other users.

This list of prohibitions provides examples and is not complete or exclusive.

3.4. Monitoring of Content Uploads. CB will have the right, but not the obligation, to reject, refuse to post, or otherwise monitor all Your Content, and may remove or require You to remove any or all Your Content that CB, in its sole discretion, deems to be a violation of this Agreement, or is offensive, inappropriate, illegal or harm or threaten the safety of any person. In addition, CB has the right to remove Your Content if CB has reason to believe that displaying such content may infringe the rights of a third party or subject CB to expense or liability. You acknowledge and agree that CB will not assume or have any liability for any action or inaction by CB with respect to any Your Content.

3.5. Use of Your Content and Other Information. By entering into this Agreement, You agree that CB may store the information You provided as part of the registration process and use aggregate, non-personally identifiable statistical information about Your usage of the Study Buddy Product(s) for any purpose, including commercial use and use in improving and marketing its products and services. In addition, You further agree that CB may share such aggregate statistical information about Your usage of the Study Buddy Product(s) with its affiliates, licensors, collaborators, service providers, and other third parties, in CB’s sole discretion. Please also refer to the Casebriefs Privacy Statement for more information about how CB collects and uses your personal information. The Privacy Statement can be found at http://www.casebriefs.com/privacy/

3.6.Commentary. The Study Buddy Product(s) may contain areas where You are encouraged to communicate with CB, including, providing commentary, testimonials, and/or additional information concerning the Study Buddy Product(s). By communicating with CB on or about the Study Buddy Product(s), You grant CB and its affiliates a transferable, non-exclusive, sub-licensable, worldwide, perpetual and royalty-free right and license to publish Your communications on the Study Buddy Product(s), use such commentary in any promotion of the Study Buddy Product(s) and to attribute the communications to the name and/or entity associated with such communication. You further represent and warrant that You own all rights to the communication and that such communication does not infringe upon or otherwise violate the rights of any third party. CB has the right, but not the obligation (except as otherwise required by law), not to post or, in the alternative, to remove any communication from the Study Buddy Product(s) and/or to remove any user or prevent further communication by any user, at CB’s sole discretion, which is defamatory, offensive, or otherwise objectionable, which infringes the rights of any third parties or which fails to comply with this Agreement. Any user who infringes the rights of third parties may be denied access to the Study Buddy Product(s) to post information of any kind. You acknowledge and agree that CB may preserve communications and disclose communications if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to any claims that any communication violates the rights of third parties; or (d) protect the rights, property, or personal safety of CB, its users and/or the public.

4. No Warranty; Disclaimer.

4.1. THE STUDY BUDDY PRODUCT(S) ARE FURNISHED BY CB AND ACCEPTED BY YOU “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER. CB MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE STUDY BUDDY PRODUCT(S), AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, CB DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE STUDY BUDDY PRODUCT(S), OR THE RESULTS DERIVED THEREFROM, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES REGARDING ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS, COMPREHENSIVENESS, CURRENCY, SUITABILITY, SYSTEM AVAILABILITY, COMPATIBILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE). NO CB EMPLOYEE OR AGENT IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS THE WARRANTIES OR LIMITATIONS CONTAINED IN THIS AGREEMENT. IN ADDITION, YOU ACKNOWLEDGE THAT ACCESS TO THE STUDY BUDDY PRODUCT(S) MAY BE SUBJECT TO LIMITATIONS, DELAYS, LATENCY ISSUES AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND THAT CB IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THE STUDY BUDDY PRODUCT(S) MAY BE OUT OF DATE, AND CB MAKES NO COMMITMENT TO UPDATE THE STUDY BUDDY PRODUCT(S). CB DOES NOT WARRANT THAT STUDY BUDDY PRODUCT(S) WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN THE STUDY BUDDY PRODUCT(S) WILL BE CORRECTED

4.2. YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO THE SELECTION OF THE PARTICULAR STUDY BUDDY PRODUCT(S) TO ACHIEVE YOUR INTENDED RESULTS. YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO THE USE OF STUDY BUDDY PRODUCT(S) AND TO ANY DECISIONS OR ADVICE MADE OR GIVEN AS A RESULT OF THE USE OF STUDY BUDDY PRODUCT(S), INCLUDING THOSE TO ANY THIRD PARTY, AND FOR THE CONTENT, ACCURACY, AND REVIEW OF SUCH RESULTS. CB AND ITS LICENSORS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING, TAX OR OTHER PROFESSIONAL ADVICE OR SERVICES. IF LEGAL, ACCOUNTING, TAX OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT.

5. Limitation of Liability.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CB OR ITS AFFILIATES, LICENSORS, OR COLLABORATORS, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY WHOSE CLAIM IS RELATED TO THIS AGREEMENT, UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR (A) LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES OR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SIMILAR DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER CB OR THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY CLAIMS, DAMAGES OR COSTS OF ANY NATURE IN EXCESS OF THE GREATER OF $50 OR THE AMOUNT OF FEES PAID BY YOU FOR YOUR ACCESS TO THE STUDY BUDDY PRODUCT(S). THIS LIMITATION OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THIS AGREEMENT ARE INDEPENDENT OF ANY REMEDIES SET FORTH HEREIN. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THIS AGREEMENT ARE AN ESSENTIAL ELEMENT TO MAKING THE STUDY BUDDY PRODUCT(S) AVAILABLE UNDER THE TERMS OF THIS AGREEMENT, AND THEREFORE THIS LIMITATION OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF SUCH REMEDIES ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION, CB AND ITS LICENSORS WOULD NOT PROVIDE THE STUDY BUDDY PRODUCT(S). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

6. Indemnification.

You agree to defend, indemnify and hold harmless CB and its affiliates, licensors, and collaborators, and any of their respective officers, directors, employees, subcontractors, agents, successors, assigns, affiliates or subsidiaries, from and against any and all claims, causes of action, lawsuits, liabilities, proceedings, losses, damages, costs and expenses (including reasonable legal and accounting fees) arising out of, connected with or resulting in any way from (i) Your violation of this Agreement or any applicable law; (ii) Your negligence or willful misconduct; (iii) incomplete or inaccurate information or data provided by You; (iv) unauthorized use of any Ebooks or Online Content; or (v) any of Your Content uploaded or posted to the Study Buddy Product(s). CB reserves the right, at its discretion, to assume or participate, at Your expense, in the investigation, settlement and defense of any action or claim to which it is entitled to indemnification. No claim will be settled without CB’s prior written consent unless such settlement includes a complete release of CB and its affiliates, licensors, and collaborators from all liability and does not contain or contemplate any payment by, or injunctive or other equitable relief binding upon, CB and its affiliates, licensors, and collaborators. You acknowledge and agree that there can be no adequate remedy at law to compensate CB and its affiliates, licensors, and collaborators for the breach of the intellectual property protection provisions of this Agreement; that any such breach would result in irreparable harm to CB and its affiliates, licensors, and collaborators that would be difficult to measure; and, therefore, that upon any such breach or threat thereof, CB and its affiliates, licensors, and collaborators will be entitled to injunctive and other appropriate equitable relief (without the necessity of proving actual damages or of posting a bond), in addition to whatever remedies may be available at law.

7. Digital Millennium Copyright Act (“DMCA”) Notice.

Some materials accessible in the Study Buddy Product(s) may be from third parties not within CB’s control. CB is under no obligation to, and does not, scan the Study Buddy Product(s) for the inclusion of illegal or impermissible content. However, CB respects the copyright interests of others and, as a policy, does not knowingly permit content herein that infringe another party’s copyright. If You believe any content infringes a copyright, You should provide us with written notice that at a minimum contains:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
• Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

All DMCA notices should be sent to CB’s designated agent as follows:

Casebriefs LLC
Copyright Department
2234 N. Federal Highway, #413
Boca Raton, FL 33431
Tel: 646-240-4400 x 103
[email protected]

If You believe that any such material violates any intellectual property rights other than a copyright, please send to CB at [email protected] a comprehensive detailed message setting forth the following information: (1) Your name and the name of Your company, if any; (2) Your contact information, including Your e-mail address; (3) the nature and substance of Your complaint, the specific rights at issue, and Your basis for making the complaint, including the content or posting that is objectionable; and (4) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.” CB may, in appropriate circumstances and at its discretion, terminate the account or access of users who infringe the intellectual property rights of others.

8. Government Restricted Rights.

The Study Buddy Product(s) are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the government is subject to restrictions as set forth in applicable laws and regulations. Use of the Study Buddy Product(s) by the government constitutes acknowledgment of CB’s, its affiliates’, licensors’, and collaborators’ proprietary rights in them.

9. General Provisions.

9.1. Assignment. You may not assign this Agreement in whole or in part, without the prior written consent of CB. CB may freely assign this Agreement to any affiliate or successor of CB or in connection with any sale transaction or change of control transaction involving any of the Study Buddy Product(s) and may delegate its duties, in whole or in part, in each case without Your consent. An assignee of either party authorized hereunder will be bound by the terms of this Agreement and will have all of the rights and obligations of the assigning party set forth in this Agreement. If any assignee refuses to be bound by all of the terms and obligations of this Agreement or if any assignment is made in breach of the terms of this Agreement, then such assignment will be null and void and of no force or effect.

9.3. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the United States and the State of Florida, without giving effect to the conflicts of law provisions thereof and excluding the United Nations Convention for Contracts for the International Sales of Goods. You irrevocably and unconditionally (i) consent to submit to the exclusive jurisdiction of the state and federal courts of Palm Beach County, Florida for any litigation or disputed arising out of or related to this Agreement, (ii) agree not to commence any litigation arising out of or related to this Agreement except in the state or federal courts of Palm Beach County, Florida, and (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.

9.4. Entire Agreement; Severability. This Agreement and any other document expressly referenced herein, constitutes the complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof and supersedes all prior proposals, understandings, and agreements, whether oral or written, between the parties with respect to the subject matter hereof. You acknowledge that there were no representations or promises made by CB on which You have relied in entering into this Agreement that are not expressly stated herein. If any provision of this Agreement or its application to particular circumstances is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision (or its application to those circumstances) will be deemed stricken and the remainder of this Agreement (and the application of that provision to other circumstances) will continue in full force and effect insofar as it remains a workable instrument to accomplish the intent and purposes of the parties; the parties will replace the severed provision with the provision that will come closest to reflecting the intention of the parties underlying the severed provision but that will be valid, legal, and enforceable.

9.5. Notice. You acknowledge and agree that any notice or communication required or permitted hereunder to You shall be deemed to have been duly given if sent to the then-current email address associated with your account on the Platform.

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