LICENSE AGREEMENT
IMPORTANT-READ CAREFULLY: PLEASE READ THIS LICENSE AGREEMENT ("LICENSE")
CAREFULLY BEFORE VIEWING THE ASSOCIATED VIDEO CONTENT. This License
is a legal agreement between you (either an individual or a single entity)
and 8th & Walton, LLC ("8th & Walton")
for the Instructional Video that accompanies this EULA, which may include
streaming video, video-on-demand, text, graphics, logos, designs, photographs,
button icons, images, audio/video clips, digital downloads, data compilations
and/or any other content ("Video").
BY ACCESSING,
INSTALLING, OR OTHERWISE USING THE VIDEO, YOU ARE AGREEING TO BE BOUND
BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS
OF THIS LICENSE, DO NOT ACCESS THE VIDEO AND CLICK "DISAGREE/DECLINE."
- GENERAL. This Video is licensed, not sold, by 8th & Walton, for use only under the terms and conditions of this License, and 8th & Walton reserves all rights not expressly granted to you. The rights granted herein are limited to 8th & Walton's intellectual property rights in the Video and do no include any other intellectual property rights. The Video and its associated materials are protected by United States copyright laws and treaties. 8th & Walton owns the title, copyright, and other intellectual property rights in the Video and its associated material.
- LICENSE AND RESTRICTIONS. 8th& Walton hereby grants you, subject to the payment of the license fee and charges, a non-exclusive license, which may be revoked at any time for any reason by 8th & Walton, to use the Video. 8th & Walton may configure the Video with certain tags that identify the version of the Video without further notice to you. You may not (and you agree not to permit another person to): (i) redistribute, sell or otherwise copy the Video; (ii) modify, translate or create derivative works based on the Video; (iii) attempt to decompile, reverse engineer, disassemble or otherwise reduce the Video to a human-readable form, except to the extent applicable laws specifically prohibit such restriction; (iv) remove any identification, copyright or other proprietary notices; or (v) create other videos or similar media that incorporates the Video. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE CONTENT OR VIDEO TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
- NO WARRANTY. THE VIDEO (INCLUDING WITHOUT LIMITATION ANY CONTENT) IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, OR STATUTORY.
TO THE FULLEST
EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, 8th &
WALTON DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. WE DO NOT WARRANT
THAT THE VIDEO WILL MEET YOUR REQUIREMENTS, THAT YOUR ACCESS OR OPERATION
OF THE VIDEO OR ANY CONTENT ACCESSIBLE THROUGH THE VIDEO WILL BE UNINTERRUPTED
OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE 8th
& WALTON SITE OR THE OTHER SITES OF 8th & WALTON
(OR ANY SERVERS THAT MAKE SUCH MATERIALS AVAILABLE) ARE FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS
REGARDING THE USE OR THE RESULTS OF THE USE OF THE VIDEO IN TERMS OF
THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, OR THAT THE
USE OF THE VIDEO WILL NOT ADVERSELY AFFECT YOUR OR ANY OTHER PERSON'S
USE OF THE COMPUTER(S) ON WHICH THE VIDEO IS ACCESSED FROM NO ORAL OR
WRITTEN INFORMATION OR ADVICE GIVEN BY 8th & WALTON OR
AN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OF ANY KIND. APPLICABLE
LAW MAY NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO
CERTAIN OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE
OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE AND JURISDICTION TO
JURISDICTION.
- INDEMNIFICATION. You hereby agree to indemnify, defend, and hold 8th & Walton and its affiliates and its officers, directors, owners, agents, information providers, affiliates, licensors, and licensees collectively, the "Indemnified Parties" harmless from and against any and all liabilities and costs (including reasonable attorneys' fees) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of this license. You shall use your best efforts to cooperate with 8th & Walton in the defense of any claim. 8th & Walton reserves the right, at its expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
- LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL 8th & WALTON BE LIABLE FOR ANY PERSONAL INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION UNDER ANY LEGAL THEORY (TORT, CONTRACT OR OTHERWISE), THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE VIDEO OR MATERIALS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE VIDEO, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE VIDEO. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL 8th & WALTON'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT [INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE], OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO 8th & WALTON FOR THE VIDEO, IF ANY, FOR ACCESSING THE VIDEO OR $50, WHICHEVER IS LESS. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
- TERMINATION. These terms are effective until terminated by either party. 8th & Walton reserves the right, at its sole discretion, to terminate your access to any or all of The Video and/or related services or any portion thereof at any time, without notice. You may terminate these terms at any time by discontinuing use of The Video.
- JURISDICTION, VENUE, AND CHOICE OF LAW. You expressly agree that the laws of the State of Arkansas shall govern the validity, construction, interpretation and effect of this agreement. The courts of Arkansas, County of Washington, shall have jurisdiction over the parties in any action at law relating to the subject matter of the interpretation of the contract.
- ENTIRE AGREEMENT; SEVERABILITY. This is the entire agreement between you and 8th & Walton relating to the Video and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Video. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
