This is an Agreement (“Agreement”) between Realestateprepexams.com (“REPE”) and the individual who is viewing this online Agreement (“End User”, “You”, or “Your”). Before accessing the REPE computer software, which contains REPE content and content supplied to REPE by third parties, along with associated documentation, media, and “online” or electronic documentation, and other content and updates t (the “REPE Products”),You must agree to the terms and conditions contained in this License Agreement. Upon your acceptance of the terms and conditions, which is implied by your continued use of the REPE Products, REPE grants You a license (the “License”) to use and access the REPE Products based on the following terms and conditions:
BY ACCESSING THE REPE PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ANY OF THE TERMS YOU SHALL NOT ACCESS THE REPE PRODUCTS.
1. LICENSE. REPE grants You, subject to REPE’s receipt of all appropriate license fees, a personal, restricted, non-exclusive, non-transferable, revocable license to access and use the REPE Products solely your personal purposes and solely from the REPE website. If the REPE Products are being licensed for hosting by You, You may use one copy of the Products only on a single computer and a single terminal, work station or other device for which the REPE Products were designed (“Computer”) solely for development of Internet-based training applications relating to Your business and You may install and execute the REPE Products solely in Executable Code form (which means the fully compiled version of a software program that can be executed by a computer and used by You without further compilation) for Your personal use at Your or Your employer’s facilities as may be needed.
2. RESTRICTIONS. The License granted hereunder is personal to You. You may not transfer any of the rights granted to you under this Agreement, nor may You permit third parties, including but not limited to your subsidiaries and affiliates, to benefit from the use or functionality of the REPE Products. Any attempt by You to transfer any of the rights, duties or obligations hereunder is void. The REPE Products are licensed as a single product; they may not be shared or used concurrently on more than one Computer or by more than one user at a time, except as set forth in this paragraph. The REPE Product is “in use” on a Computer when it is loaded into the permanent memory (e.g., a hard disk or other storage device) or loaded into the temporary memory (e.g., RAM) of a Computer. You may not use, copy, print, modify, adapt, create derivative works from, market, deliver, rent, lease, sublicense, make, have made, assign, pledge, transfer, sell, offer to sell, import, reproduce, distribute, publicly perform, publicly display, or otherwise grant rights to the REPE Products, or any copy thereof, in whole or in part, except as expressly provided in this Agreement. You may not reverse engineer, disassemble, decompile, or translate the REPE Products, or otherwise attempt to derive the source code, structural framework or the data records of the Products, or authorize any third party to do any of the foregoing. You may not loan, resell for profit, or distribute the REPE Products, or any part thereof in any way including, but not limited to, making the REPE Products available to any other individual via shared access to a single computer, a computer network, or access information, which may include the log-in name and password or other authentication data for the REPE Products. You may not remove any proprietary notices or labels from the REPE Products. You may not make copies of the REPE Products, copy the printed materials or documentation accompanying the REPE Products or give copies to another person, or duplicate the REPE Products by any other means, including electronic transmission, except as specifically set forth herein. If You are hosting the REPE Products, You may store or install a copy of the REPE Products on a storage device, such as a network server, used only to install or run the REPE Products on your other computers over an internal network; however, you must acquire and dedicate a license for each separate Computer on or from which the REPE Product is installed, used, accessed, displayed or run. In addition, although You are encouraged to make a backup copy of the REPE Products for your own use, you are not allowed to make more than two copies for backup purposes, provided that the copy You make contains all of the proprietary notices contained on the REPE Products.
WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE REPE PRODUCTS TO ANY SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
3. OWNERSHIP. The REPE Products (including but not limited to all copyrights, patents, patent applications, trade secret rights, trademarks, source code, text and any images, photographs, icons, graphics, animations, video, audio, music, and all other media incorporated into the REPE Products) are the property of REPE or its licensor(s) and supplier(s) and are protected by U.S. and international copyright and other intellectual property laws and treaties. The REPE Products are licensed, not sold, to You for use only under the terms of this Agreement, and REPE reserves all rights not expressly granted to You. REPE and REPE Products referenced in the REPE Products are either trademarks or registered trademarks of REPE. For clarification, You shall have no ownership or other right, title or interest in and to the REPE Products, including but not limited to all copyright, and trademark rights, except as provided herein, such rights have been expressly reserved by REPE. You also agree that you will indemnify REPE for any and all costs, expenses and damages incurred by REPE as a result of your infringement of REPE”s intellectual property rights in or to the REPE Products.
4. TERM. Your right to access the REPE Products pursuant to the terms and conditions of this Agreement begin on the start date agreed between You and REPE when you order the REPE Products or on the date of shipment of the REPE Products on CD ROM or hard drive, or as indicated in your contract with REPE. This Agreement is deemed accepted by You and commences upon Your using the REPE Products. The License granted to You will terminate on the earlier of the end of the last day that You are granted access to the particular REPE Product that You licensed, or the term of the license set forth on the REPE Product label on the CD Rom or hard drive, or the term of the license set forth in your contract with REPE. You agree that sections 2 (“Restrictions”), 3 (“Ownership”), 7 (“Warranty; Disclaimer”), 8 (“Limitation of Liability”), 11 (“Export Law”), and 12 (“General”) will survive termination of the License granted under this Agreement and expiration or termination of this Agreement.
5. TERMINATION. This Agreement will terminate immediately without notice to You if You breach any term or condition of this Agreement. REPE reserve the right to modify or terminate this Agreement, or any of its services and/or product offerings at any time without notice to You. You may terminate this Agreement at any time by notifying REPE in writing. Upon receipt of notice of termination, the license shall cease, and You shall promptly destroy, or return to REPE and REPE Products in Your possession or control. Further, in the event of a termination or expiration of any agreement between REPE and a third-party supplier of content, Your right to access and use such content shall expire.
6. THIRD-PARTY SOURCES. You acknowledge that the REPE Products may incorporate information that is proprietary to one or more third party (ies). Such third party(ies) and REPE suppliers are third party beneficiaries of this Agreement with the authority to enforce those portions of this Agreement that are relevant to the agreements they have with REPE directly against You.
7. CONTENT MAINTAINED BY REPE. You acknowledge and agree that: (a) REPE may, from time to time, elect to update the REPE Products, but REPE does not warrant or guarantee that any REPE Products will be updated, or that any updates will be made available to You, at any time during the term of this Agreement; (b) REPE does not assume, and expressly disclaims, any obligation to obtain and include any information in the REPE Products; (c) REPE is not advocating the use of any product described in the REPE Products (or elsewhere), nor is REPE responsible for misuse of a product due to typographical or other errors in the REPE Products, Your negligence or otherwise; (d) You agree to seek additional information on any product from the manufacturer; and (e) You will use the content included in the REPE Products only as a reference aid, and that such content is not intended to be (nor should it be used as) a substitute for the exercise of professional judgment. In view of the possibility of human error or changes in technology, You should confirm the content in the REPE Products through independent sources.
8. WARRANTY DISCLAIMER. THE REPE PRODUCTS ARE PROVIDED TO YOU “AS IS” AND “WITH ALL FAULTS.” REPE AND ITS AFFILIATES, AGENTS, DISTRIBUTORS, SUPPLIERS AND LICENSORS: (A) CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR NON-INFRINGEMENT OF THE REPE PRODUCTS PROVIDED HEREUNDER OR THAT YOUR USE OF THE REPE PRODUCTS WILL BE ERROR-FREE OR UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS OR FUNCTION IN ACCORDANCE WITH RELATED DOCUMENTATION IN EVERY COMBINATION OF HARDWARE PLATFORM, SOFTWARE ENVIRONMENT AND PRODUCT CONFIGURATION; AND (B) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, GUARANTEES, AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ANY USE OF THE REPE PRODUCTS IS ENTIRELY AT YOUR OWN RISK, INCLUDING THE RISK FOR SELECTING THE REPE PRODUCTS TO ACHIEVE YOUR INTENDED RESULTS AND PERFORMANCE, AND FOR INSTALLATION AND USE OF THE REPE PRODUCTS.
9. LIMITATION OF LIABILITY. EXCEPT WHERE THIS LIMITATION OF LIABILITY WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE STATUTE OR REGULATION, NEITHER REPE NOR ITS AFFILIATES, AGENTS, LICENSORS, DISTRIBUTORS OR SUPPLIERS SHALL BE LIABLE UNDER ANY CLAIM, DEMAND OR ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE REPE PRODUCTS, NOR REPE”S PERFORMANCE OF (OR FAILURE TO PERFORM) ANY OBLIGATION UNDER THIS AGREEMENT, NOR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION COSTS, DAMAGES FROM LOSS OF BUSINESS INFORMATION OR OTHER DAMAGES CAUSED BY THE INABILITY TO USE THE REPE PRODUCTS, EVEN IF REPE, ITS AFFILIATES, AGENTS OR LICENSORS HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES WERE FORESEEABLE. REPE”S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE REPE PRODUCTS. THIS LIMITATION OF DAMAGES SET FORTH HEREIN CONSTITUTES A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN REPE AND YOU.
10. U. S. GOVERNMENT END USERS. If You are using or accessing the REPE Products and you are a government employee, then note that the REPE Products are a “commercial item” as that term is defined at FAR 2.101 (Oct 1995), consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with FAR. 12.212 and DFARS 227.7202 (Jun 1995), all U.S. Government end users acquire the REPE Products with only those rights set forth herein. Any use, modification, reproduction, release, performance, display, or disclosure of the REPE Products by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
11. EXPORT LAW. The REPE Products and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Unless specifically authorized in writing by REPE prior to any access, You agree not to export the REPE Products including but not limited to re-exporting the REPE Products, or any part thereof, or any process that is the direct product of the REPE Products, to any country, person, or entity in violation of U.S. export restrictions. In any case, You will indemnify and hold REPE harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney?s fees) arising from or relating to any breach by You of your obligations under this paragraph. Your obligations under this paragraph will survive the expiration or termination of this Agreement.
12. GENERAL
12.1 GOVERNING LAW AND VENUE. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Texas as those laws are applied to contracts entered into and to be performed entirely in Texas by Texas residents. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in Texas or in state court in Travis County, Texas, and each party hereto irrevocably submits to the jurisdiction and venue of any such court in any such suit, action or proceeding and waives any right which it may have to transfer or change the venue of any such suit, action or proceeding, except that in connection with any suit, action or proceeding commenced in a state court, each party retains whatever right it may have to remove such suit, action or proceeding to federal court in Texas. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
12.2 PRIVACY. REPE”s current privacy policies are available
12.3 WAIVER. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
12.4 ASSIGNMENT. Neither this Agreement nor any of Your rights or obligations hereunder may be assigned by You in whole or in part without the prior written approval of REPE. Any assignment of rights or delegation of duties in derogation of the foregoing shall be null and void.
12.5 SEVERABILITY. If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party’s rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement a provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.
12.6 COMPLETE AGREEMENT. This Agreement is the complete and exclusive statement of the agreement between REPE and You, which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. This Agreement shall not be modified except by a subsequently dated written amendment or exhibit signed by both parties by their duly authorized representatives.
12.7 FTC Cancellation Notice: You may cancel this contract and receive a full refund of all monies paid to date if cancellation is made in writing to REPE, Inc. and mailed/delivered to the institution at the address stated herein within three (3) business days after the date of acceptance. (A different refund policy may apply to you if you are using the REPE Information subject to a contract between your organization and REPE or a REPE distributor. In that case you should contact the appropriate person within your organization to inquire about the refund policy that applies to you.)
THE REPE PRODUCTS ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATIES. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
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