Stevens & Ricci Terms and Conditions
STANDARD CONTENT LICENSE AGREEMENT
This Agreement governs the terms by which members and clients of Stevens & Ricci, Inc. obtain the right to use credit management Content (defined below) provided by members of the Stevensricci.com community through the web site located at Stevensricci.com (the “Site”).
Background of Agreement
- This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By selecting the correct box at the end of this Agreement and typing “I Agree” or otherwise signifying your acceptance, you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the member account holder, and agree to be bound by its provisions. If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download any Content.
- In this Agreement:
(i) “you” or the “Client” means you or, if you are accepting on behalf of your employer or member account entity, then “you” means that employer or entity and affiliates;
(ii) “Stevens & Ricci” or “we” means Stevens & Ricci, Inc., operator of the Site;
(iii) “Content” means any tutorials, collection letter templates, videos, or other material that you are downloading from the Site, together with any accompanying material.
- This Agreement is set up as a user-determined document where you will choose to enter into our standard Content license (the “Standard License”).
Standard License Term
We hereby grant to you a perpetual, non-exclusive, non-transferable, non-sublicenseable, worldwide license to use, couple and synchronize the Content for the Permitted Uses (as defined below) provided that you may permit third-parties to cause the public performance, replication, telecast, broadcast, transmission, exhibition, distribution or other exploitation of the Content necessary for you to give effect to such Permitted Uses, provided that no further rights in the Content are granted to such third parties. Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Stevens & Ricci, or the supplier of the Content, as the case may be.
Permitted Standard License Uses:
- You may only use the Content for those specified purposes which are Permitted Uses (as defined below).
- Seat Restrictions. Only you are permitted to use the Content, although you may transfer files of your completed work product containing Content to your clients, distributors, licensees or ISP for the purpose of broadcast and reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file or other work that you provide. You may install and use the Content in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement, you are entitled to utilize the Content for the Permitted Uses an unlimited number of times. You may physically transfer the Content and its archives from one location to another, in which case you may use the Content at the new location instead. If you require the Content to be downloaded or installed in more than one location (for example, multiple computer workstations) or accessible by more than one person, you must re-license the Content from the Site for each such use, or purchase an additional license. You may make one (1) copy of the Content solely for back-up purposes, and you must reproduce all proprietary notices on this single back-up copy.
- Altering Content. You may alter, edit or modify Content for the purposes of the Permitted Uses, as set out below.
- Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:
- Credit management activities between Client and Client’s customers for the purpose of extending credit and/or collecting accounts receivable(s).Any other commercial or non-commercial use approved by Stevens & Ricci in writing.
- If there is any doubt whether a proposed use is a Permitted Use, you should contact Stevens & Ricci for guidance.
Standard License Prohibitions
(a) Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section or permitted by an Extended License, if any. Notwithstanding anything contained herein and for greater certainty, the following are “Prohibited Uses” and you may not:
- use the Content as a third party collector or attorney for collection activities on receivables or debt that you do not own outright;
- use the Content in a way that incorporates material (including intellectual property) which you do not own or have authority from the third-party owner to use;
- use any Content to manufacture, distribute or sell any other credit management product embodying any Content, in whole or in part, that is not synchronized or combined with other content as permitted in this Agreement.
- use Content, in whole or in part, in conjunction with any website;
- use Content in template applications intended for resale, whether on-line or not, including, without limitation, website templates or any electronic templates;
- incorporate the Content in any product that results in a re-distribution or re-sale of the Content or is made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
- use the Content, or Synchronize the Content with other material, in a fashion that is considered by Steven & Ricci (acting reasonably) as, or under applicable law is infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property associated with or performing the Content or the synchronized material into disrepute (including any use in connection with mental and physical health issues, social issues, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any such person or property);
- to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
- remove any notice of copyright, trade-mark or other proprietary right from any place where it is embedded in the Content or avoid, bypass, remove or impair any technological measure that effectively controls access to the Content;
- sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute to third-parties Content that is not Synchronized or combined with visual components or other elements as permitted in this Agreement;
- install and use the Content in more than one location (for example, multiple workstations) at a time or post a copy of the Content on a network server or web server for use by other users;
- use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
- use Content, in whole or in part, as an element of a new work. For example, you cannot combine Content with your own work and claim copyright in the resulting work;
Term of Agreement
- This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from Stevens & Ricci if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to Stevens & Ricci in writing that you have complied with these requirements.
- Stevens & Ricci reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you for your member account, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content for future products and to take all reasonable steps to discontinue use of the replaced Content in products that already exist. Notwithstanding the foregoing, if the Content is embodied in a product which, in the view of Stevens & Ricci cannot be modified following completion, Stevens & Ricci may permit you to use the Content in such product provided that in every case you shall indemnify, defend and hold harmless the Stevens & Ricci Parties (defined below) from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) arising as a result of such use.
Stevens & Ricci Representations and Warranties
- Stevens & Ricci warrants that your use of the Content in accordance with this Agreement and in the form delivered by Stevens & Ricci will not infringe on any copyright or other intellectual property right and will not violate any right of privacy or right of publicity.
- While we have made reasonable efforts to correctly categorize and keyword the Content, Stevens & Ricci does not warrant the accuracy of such information.
- OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 6(a), THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. STEVENS & RICCI DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT STEVENS & RICCI) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.
- Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.
Stevens & Ricci Indemnification and Limitation Liability
- Provided that the Content is only used in accordance with this Agreement and you are not otherwise in breach of this Agreement and as your sole and exclusive remedy for breach of the representations and warranties set forth in Section 6(a) above, Stevens & Ricci shall, subject to the terms of Sections 7 (b),(c),(d), and (e) defend, indemnify and hold harmless you, your parent, subsidiaries and affiliates and respective directors, officers and employees from all damages, liabilities and expenses (including reasonable outside legal fees), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Content by you is in breach of its representations and warranties set forth in Section 6(a) above. The foregoing states Stevens & Ricci’s entire indemnification obligation under this Agreement.
- The indemnification set out in Section 7(a) above is conditioned on your prompt notification in writing to Stevens & Ricci of such claim and our right to assume the handling, settlement or defense of any claim or litigation. You agree to cooperate with Stevens & Ricci in the defense of any such claim or litigation and shall have the right to participate in such litigation at your sole expense. Stevens & Ricci shall not be liable for legal fees and other costs incurred prior to the notice of the claim.
- IN NO EVENT SHALL STEVENS & RICCI OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER LEGAL THEORY. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THE AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF YOU MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION FIRST AROSE.
- NOTWITHSTANDING ANY OTHER TERM HEREIN, STEVENS & RICCI SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFCATIONS MADE TO THE CONTENT BY YOU OR THE CONTEXT IN WHICH THE CONTENT IS USED BY YOU.
- NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF STEVENS & RICCI UNDER THIS AGREEMENT AND ANY OTHER AGREEMENT UNDER WHICH YOU HAVE LICENSED THE SAME CONTENT, REGARDLESS OF THE FILE SIZE, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER, AND THE OBLIGATION OF STEVENS & RICCI UNDER SECTION 7(a), SHALL BE LIMITED TO AN AGGREGATE OF TEN THOUSAND ($10,000) US DOLLARS. FOR GREATER CLARITY, STEVENS & RICCI’S LIABILITY TO YOU IN RESPECT OF THE CONTENT SHALL NOT EXCEED TEN THOUSAND ($10,000) US DOLLARS REGARDLESS OF THE NUMBER OF TIMES THAT YOU LICENSE THE SAME CONTENT FROM STEVENS & RICCI.
- (f) SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold Stevens & Ricci, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Stevens & Ricci Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Stevens & Ricci Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.
- Stevens & Ricci’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
- This Agreement is personal to you and is not assignable by you without Stevens & Ricci’s prior written consent. Stevens & Ricci may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
- If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
- You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.
- This Agreement will be governed under the laws of the State of Arizona and the federal laws of the United States applicable therein (without reference to conflicts of laws principles). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.
- Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single Arbitrator appointed in accordance with such rules. The arbitration shall take place in Tucson, Arizona, and shall be conducted in the English language.
- This is the entire agreement between the parties with respect to the subject matter hereof and this Agreement cannot be amended or otherwise modified except by an agreement in writing signed by both parties. This Agreement shall be binding upon the parties and enure to the benefit of their heirs, executors, personal representatives, successors and permitted assigns. Nothing in this Agreement shall be deemed to have created a joint venture, partnership or employment relationship between the parties.
- The parties have requested that this Agreement and all related documents be drawn up in English.
If you have concerns relating to this Agreement, please contact Stevens & Ricci at at (520) 546-1034.
Acknowledgement of Terms and Conditions
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF STEVENS & RICCI AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND STEVENS & RICCI, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND STEVENS & RICCI RELATING TO THE SUBJECT OF THIS AGREEMENT.
© Stevens & Ricci, Inc. 2011. All rights reserved.
Stevens & Ricci is proud to offer superior business and collections advice. We offer this advice under the following license agreements, to which customers agree before downloading the documents.