IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU AND EDWARD FLEUR FINANCIAL EDUCATION CORPORATION, INC. A/K/A PASS PERFECT ASSOCIATES, INC. ("PASS PERFECT"). READ IT CAREFULLY BEFORE USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT UTILIZE THIS SOFTWARE.
1. GRANT OF LICENSE
1.1. You are hereby granted a non-exclusive, non-transferable license to use the software ("Software") and any related documentation ("Documentation").
2. LICENSE RESTRICTIONS
2.1. You may not: (i) permit other individuals to use the Software or Documentation; (ii) you may not give other individuals access to your password to use the Software or Documentation; (iii) modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon the Software or Documentation; (iv) copy the Software or Documentation; (v) publish, display, disclose, rent, lease, loan, sublicense or otherwise transfer rights to the Software or Documentation; or (vi) remove any proprietary notices or labels on the Software or Documentation.
2.2. You may only use the Software and Documentation for your private, non-commercial use. You may not use the Software in any way to provide, or as part of, any commercial service or application.
2.3. You are responsible for using the Software at least once every sixty (60) days. Pass Perfect will archive all Software that has been inactive for sixty (60) days. In such case, you will need to contact Pass Perfect in order to re-activate the Software.
2.4. IF YOU VIOLATE ANY OF THE TERMS OF THIS EULA, YOUR LICENSE IMMEDIATELY AND AUTOMATICALLY IS TERMINATED AND YOU MUST CEASE USING THE SOFTWARE AND THE DOCUMENTATION.
3. OWNERSHIP
3.1. The foregoing license gives you a limited license to use the Software and Documentation. Pass Perfect and its licensors retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software and Documentation and all copies thereof. All rights not specifically granted in this EULA are expressly reserved by Pass Perfect and its licensors.
4. DISCLAIMER OF WARRANTIES
4.1. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND PASS PERFECT, ITS SUBSIDIARIES AND/OR OTHER AFFILIATES AND LICENSORS MAKE NO WARRANTY OR OTHER REPRESENTATIONS TO YOU, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS OF RESPONSES, RESULT, LACK OF VIRUSES, OR LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY OR CONDITION OF QUIET ENJOYMENT, QUIET POSSESSION, OR CORRESPONDENCE TO DESCRIPTION WITH RESPECT TO THE SOFTWARE.
4.2. YOU AGREE THAT YOUR ACCESS TO THE PASS PERFECT WEBSITE AND THE SOFTWARE IS AT YOUR OWN RISK. NEITHER PASS PERFECT NOR ITS SUPPLIERS OR LICENSORS WARRANT THAT THE PASS PERFECT WEBSITE OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
5. LIMITATION OF LIABILITY
5.1. NEITHER PASS PERFECT NOR ITS SUPPLIERS OR LICENSORS, IF ANY, SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE OR INABILITY TO ACCESS, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF PASS PERFECT OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
5.2. PASS PERFECT’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER SHALL NOT EXCEED THE AMOUNT OF THE ONE-TIME LICENSE FEE PAID BY YOU FOR THE SOFTWARE AND DOCUMENTATION.
5.3. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
5.4. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.
6. TERM AND TERMINATION
6.1. This term of this license shall be for one (1) year from the effective date of your purchase of this license or until you pass the exam, whichever comes first.
6.2. You may terminate this License Agreement at any time. You shall not be entitled to a refund of the paid license fee upon such termination. Upon such termination, you shall promptly cease using the Software and Documentation.
6.3. In the event of your breach of this License Agreement, you shall be deemed to be in default of this License Agreement and this Agreement shall terminate immediately. Pass Perfect shall be entitled to claim damages according to applicable law and pursue all remedies available to it. In such case, you shall immediately cease using the Software and Documentation.
7. GENERAL
7.1. This EULA shall be governed by the laws of the State of Connecticut, without giving effect to conflict of laws principles thereof. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration by a tribunal of three (3) arbitrators chosen by the parties in accordance with the Commercial Rules of the American Arbitration Association. The arbitrator shall apply Connecticut law. Unless otherwise agreed by the parties, arbitration will take place in Greenwich, Connecticut, U.S.A.
7.2. YOU HEREBY WAIVE ALL RIGHTS AND/OR ENTITLEMENT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF OR RELATES IN ANY WAY TO THIS EULA OR THE SOFTWARE.
7.3. You acknowledge that the Software may be subject to laws and regulations that govern the export of software. You agree to comply with all applicable international and national laws that apply to the Software as well as end-user, end-use and destination restrictions issued by national governments.
7.4. The headings set out in this EULA are for convenience only and are not to be used in construing the meaning of any provision herein.
7.5. This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software and Documentation licensed hereunder shall be of no effect. The failure or delay of Pass Perfect to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.
7.6. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.
7.7. Pass Perfect and other trademarks contained in the Software and Documentation are trademarks or registered trademarks of Pass Perfect in the United States and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or Documentation. This EULA does not authorize you to use Pass Perfect's or its licensors' names, trade names, product names, logos or any of their respective trademarks.