Privacy Policy & Usage Agreement

Welcome to members.elevaevisuals.com!  This website is owned and controlled by Elevae Visuals LLC.  The following represents our Usage Agreement and Privacy Policy, which you must consent to in order to use this website.  The Usage Agreement and Privacy Policy act as legally binding contracts between you and Elevae Visuals LLC. The effective date for both is October 18, 2018.

Now, here’s the “nitty gritty” legal stuff!

 

USAGE AGREEMENT

All images in the Élevae image catalogue are considered standard (non-commercial) “royalty free” stock images.  Here’s what that means!

Elevae Visuals LLC is either (1) the sole and exclusive owner of all Content found on this site (including any photographs, images, vectors, moving images, animations, films, videos, audiovisual works or any other media together with any associated keywords, metadata and/or titles) and holds the copyright of all such Content sold in the Élevae catalogue or distributed through the Élevae Subscription; or (2) has the exclusive rights to license and reproduce, display, sublicense, sell, market, or otherwise distribute all such Content found on the website in stock photography format.  As a Subscriber to the site, You may not transfer the subscription, transfer the Content files, sell, lease, assign, or give away Élevae Content or anything similar thereof to a third-party. Any commercial or for-profit usage of Content is prohibited.By becoming a subscriber You acknowledge that your subscription is a non-exclusive limited use license of all Content provided by Élevae. Likewise, if purchasing individual Content via the website (instead of being a subscriber) You understand that as a Purchaser, all Content comes with a non-exclusive limited use license that is similarly held by all purchasers of the same Content. As a Purchaser/Subscriber you may use Élevae Content for professional use in the normal course of your business and for personal use. Finally, you may not use Content in any way that allows others to download, extract, or redistribute the Content (e.g., you may not include any such Content in a website template for use by others without written permission from Elevae Visuals LLC). You may not use Content in a defamatory or other unlawful manner. You may not use Content as part of a trademark, design mark, trade name, business name, service mark, or logo.  Otherwise…have fun with our Content!

Thank you for respecting the creative industry enough to adhere to the usage agreement. If you have any questions about the legal usage of Élevae Content please do not hesitate to reach out to us at [email protected] and we will be happy to help!

SUBSCRIPTION TERMS AND AUTOMATIC RENEWAL

Automatic Renewal of Subscription

When you purchase a subscription to Élevae Visuals LLC, you acknowledge and agree that your subscription will automatically renew at the end of each subscription period, unless you cancel it prior to the renewal date. This ensures uninterrupted access to our image and video catalogue.

Renewal Charges

The renewal will be charged to the payment method on file at the then-current subscription rate. We'll always use the payment details you provided at the initial purchase unless updated by you.

Acknowledgment of Subscription Terms

By completing your subscription purchase and agreeing to our terms of service at checkout, you are expressly agreeing to the terms of the auto-renewal for your subscription and acknowledging that your subscription is subject to these terms.

CANCELLATION AND REFUND POLICY

No Refunds

All sales are final. Elevae Visuals LLC does not offer refunds for any subscriptions or individual purchases made on our website. This applies to both recurring subscriptions and one-time purchases.

No Credits for Partial Subscription Periods

If you have a recurring subscription and choose to cancel it, you will continue to have access to your subscription until the end of your billing cycle. However, there are no refunds or credits for partial subscription periods. Once you cancel, you will not be charged going forward, but you are responsible for any charges already incurred.

How to Cancel Your Subscription

To cancel your subscription, log in to your account, navigate to the Billing section of Account Settings, and follow the cancellation instructions. If you have any issues, please contact us at [email protected]. Your cancellation will take effect at the end of your current billing cycle, and you will not be charged again. However, no refunds will be issued for any previous charges.

Changes to the Cancellation and Refund Policy

Elevae Visuals LLC reserves the right to modify this Cancellation and Refund Policy at any time. Any changes will be effective immediately upon posting, and the "effective date" at the top of this policy will be updated. It is your responsibility to review this policy periodically.

PRIVACY POLICY

This privacy notice discloses the privacy practices for Elevae Visuals LLC, including the Élevae website; https://members.elevaevisuals.com/, which is owned by Elevae Visuals LLC. This privacy notice applies solely to information collected by this website, except where stated otherwise. It will notify you of the following:

  • What information we collect;
  • With whom it is shared;
  • How it can be corrected;
  • How it is secured;
  • How policy changes will be communicated; and
  • How to address concerns over misuse of personal data.

Information Collection, Use, and Sharing

Elevae Visuals LLC, Élevae, and this website (collectively “we”) are the sole owners of the information collected on this site. We only have access to/collect information that you voluntarily give us via email, SMS, or other direct contact from you. We will not sell or rent this information to anyone.

We will use your information to respond to you, regarding the reason you contacted us. We will not share your information with any third party outside of our organization, other than as necessary to fulfill your request, e.g., to deliver an order or process payments.

Unless you ask us not to, we may contact you via email in the future to tell you about specials, new products or services, or changes to this privacy policy.

Your Access to and Control Over Information

You may opt out of any future contacts from us at any time. You can do the following at any time by contacting us via the email address or phone number provided on our website:

  • See what data we have about you, if any.
  • Change/correct any data we have about you.
  • Have us delete any data we have about you.
  • Express any concern you have about our use of your data

Orders & Financial Data

We request information from you on our order form. To buy from us, you must provide contact information (like name and shipping address) and financial information (like credit card number, expiration date). This information is used for billing purposes and to fill your orders. If we have trouble processing an order, we’ll use this information to contact you. We store limited financial data. Most financial data is transferred to our payment processors, Stripe or Paypal, and You should review these processors’ Privacy Policy to determine how they use, disclose and protect your financial data.

Sharing

We share aggregated demographic information with our partners and advertisers. This is not linked to any personal information that can identify any individual person.

And/or:

We use an outside shipping company to ship orders, and a credit card processing company to bill users for goods and services. These companies do not retain, share, store or use personally identifiable information for any secondary purposes beyond filling your order.

And/or:

We partner with another party to provide specific services. When the user signs up for these services, we will share names, or other contact information that is necessary for the third party to provide these services. These parties are not allowed to use personally identifiable information except for the purpose of providing these services.

Security

We take precautions to protect your information. When you submit sensitive information via the website, your information is protected both online and offline.

Wherever we collect sensitive information (such as credit card data), that information is encrypted and transmitted to us in a secure way. You can verify this by looking for a closed lock icon at the bottom of your web browser, or looking for “https” at the beginning of the address of the web page.

While we use encryption to protect sensitive information transmitted online, we also protect your information offline. Only employees who need the information to perform a specific job (e.g. billing or customer service) are granted access to personally identifiable information. The computers/servers on which we store personally identifiable information are kept in a secure environment.

Cookies

We use “cookies” on this site. A cookie is a piece of data stored on a site visitor’s hard drive to help us improve your access to our site and identify repeat visitors to our site. For instance, when we use a cookie to identify you, you would not have to login a password more than once, thereby saving time while on our site. Cookies can also enable us to track and target the interests of our users to enhance their experience on our site. Usage of a cookie is in no way linked to any personally identifiable information on our site.

Some of our business partners may use cookies on our site (e.g., advertisers). However, we have no access to or control over these cookies.

Élevae website uses cookies to help keep track of items you put into your shopping cart including when you have abandoned your cart and this information is used to determine when to send cart reminder messages via SMS.

Links

This web site contains links to other sites. Please be aware that we are not responsible for the content or privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of any other site that collects personally identifiable information.

Surveys & Contests

From time-to-time our site requests information via surveys or contests. Participation in these surveys or contests is completely voluntary and you may choose whether or not to participate and therefore disclose this information. Information requested may include contact information (such as name and shipping address), and demographic information (such as zip code, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the use and satisfaction of this site.

Notification of Changes

Whenever material changes are made to the privacy notice, we will alert you of these changes by updating the “effective date” at the top of these policies.

California Privacy Rights

The State of California has established its own unique regulations that apply to California residents. If you reside in California, you have the right to obtain from us, once per year and free of charge, information regarding what information we disclose to third party marketers, and the names and addresses of each third party to whom we disclose your data. If you are a California resident and would like to make such a request, please use the contact information listed below.

If you are a California resident and under the age of 18, you have the right to request that we remove any data that you publicly post on our website. To request removal of your data, please use the contact information listed below. Note that while we will remove your data that is publicly posted on our website, we may not be able to completely remove that data from our systems.

Law and Jurisdiction

These Terms, Conditions and Privacy Policy are governed by and construed in accordance with United States federal law and the laws of the State of Florida. Any dispute arising out of or related to the information contained herein is subject to adjudication in the state of Florida, USA.

If you feel that we are not abiding by this privacy policy, you should contact us immediately via email at [email protected].

DESIGNER'S LICENSE TERMS & AGREEMENT

By purchasing the Elevae Visuals Designer’s Licensing Agreement, Elevae Visuals grants you permission to: 

  • Include Elevae stock images in custom website designs for yourself or your clients, and provide the specific image files used for your client's personal marketing use. This excludes usage on stock photo sites/stores or memberships.
  • Include stock images in pre-designed website templates, Canva templates, or other design templates for sale in a shop, and deliver the specific image files used for your client's personal marketing. 
  • Include stock images in commercially distributed digital products such as digital notecards, calendars, e-books, etc. Please note, this does not permit reselling images as printed photo products (e.g., posters).

The Licensing agreement does not permit the following: 

  • Reselling or distributing additional individual or sets of images beyond those included in the for-sale designs.
  • Reselling any Elevae images in any form.
  • Transferring images to clients for use strictly within their own business; redistribution to third parties is prohibited.
  • Additionally, the use of stock image and video resources resembling a stock image/video resource is prohibited. For example, clients may not create "mood boards" with sets of imagery in a way that others can purchase the template and receive the included image files to create a stock image/video resource.

This Designer’s License Agreement (Agreement) is entered into on date designer’s license is purchased (Effective Date) by and between ÉLEVAE VISUALS L.L.C., a Florida limited liability company (Provider), and purchaser of license (Licensee). Where appropriate, Provider and Licensee may be referred to herein as Party or, collectively, Parties. 

WHEREAS, Provider owns or otherwise maintains control over intellectual property including images and graphics for use in digital marketing, advertising, promotions, website design, and educational materials (Designs); 

WHEREAS, Licensee seeks authorization to use certain Designs for specific business use; 

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the Parties agree to the following terms and conditions. Terms requiring a unique definition in the context of this Agreement shall be defined herein where applicable: 

  1. Independent Status of the Parties. Provider and Licensee do not intend to be or become members of any partnership, joint venture, association, syndicate, business, or other entity by this Agreement, and no terms of this Agreement shall be construed to create such relationship or impose any related liability on either of them. Further, no terms of this Agreement shall be deemed to confer on either Party any authority (express, implied, or otherwise) to incur any obligation or liability on behalf of the other Party. 
  2. Designs. Provider offers to Licensee, and Licensee desires from Provider, authorization to use the following Designs: 

Elevae Visuals Membership Site Images 

If at any time during the performance of this Agreement, the Parties wish to adjust the designation of Designs provided by Provider to Licensee, an additional listing shall be signed by both parties and attached as Schedule I and incorporated to this Agreement. 

III. Term. The Term of this Agreement shall commence on the Effective Date and continue for one (1) year or until earlier termination, as defined herein the Termination section. 

  1. Fees. Pursuant to this Agreement, Licensee must pay the following Fees to Provider: $2997 annually 

Such Fees are due and payable in full by Licensee to Provider according to Provider’s payment instructions. 

  1. Responsibility for Expenses and Taxes. Each Party’s typical supplies, provisions, and expenses undertaken in the ordinary course of business are the financial responsibility of such Party. 

Provider will be responsible for the payment of income taxes on Provider’s entire compensation under this Agreement, including all relevant Federal and local income taxes, self-employment taxes, and other or similar taxes as required by law. Licensee shall not withhold any taxes in connection with the compensation paid to Provider pursuant to this Agreement. Such payments shall be the sole responsibility of Provider, and Provider agrees to file all required forms and make all required payments appropriate to Provider’s tax status when and as they become due. Provider agrees to indemnify Licensee with respect to all payments, losses, costs, liability, expenses, damages, fines, penalties and judgments (including, without limitation, actual attorneys’ fees and expenses) incurred by Licensee as a result of a failure by Provider: (a) to pay all the taxes due in connection with the compensation paid to Provider under this Agreement, (b) to respond to any administrative inquiry concerning Provider’s payment of such taxes, or (c) to defend against any administrative or judicial proceeding with respect to Provider’s payment of such taxes. 

  1. License. By signing this Agreement, Licensee warrants, understands, and agrees to the following: a. Provider is the owner or authorized provider of the Designs, and such Designs are protected by intellectual property and copyright law. 
  2. Licensee shall not use, copy, reverse engineer, distribute, publish, or offer to others in any manner other than specifically authorized by this Agreement. 
  3. By signing this Agreement, Provider does not reduce, impair, or otherwise affect Provider’s ownership, authorization, distribution, or use of the Designs. 
  4. Subject to compliance with this Agreement, Provider grants to Licensee non-exclusive, non-transferable right to use the Designs as specified herein. 

VII. Usage Permissions. Licensee is granted certain usage permissions under this Agreement, and accordingly, Licensee may use the Designs in the furtherance of Licensee’s business (whether for the promotion of Licensee’s own business or for work Licensee performs for its clients): 

  • Website design 
  • Graphic design and design management 
  • Brand identity 
  • Social media 
  • Digital marketing and promotion 
  • Publications and templates related to course material for educational and informational promotions related to the business of Licensee or Licensee’s clients 
  • Creation of customizable templates 
  • Creation of digital or physical products 

Licensee is granted unlimited downloads of the Designs during the Term. Licensee may modify or alter Designs without prior approval from Provider so long as such modifications do not otherwise violate this Agreement. License may include Designs in Licensee’s digital and physical business presence and may deliver specific files of Designs to Licensee’s clients, subject to the restrictions defined herein Section VIII. Licensee may include Designs in Licensee’s templates that are available for sale, including digital notecards, calendars, course pamphlets or books, and e-books, subject to the restrictions defined herein Section VIII. 

VIII. Usage Restrictions. Licensee understands and agrees to comply with the following usage restrictions: 

  1. Licensee shall not resell, sub-license, or offer for free any “standalone” Designs it is otherwise authorized to use by this Agreement. 
  2. Licensee understands that any Designs it transfers to Licensee’s clients for client use cannot be redistributed by client in contravention to this Agreement. 
  3. Licensee shall not sell, sub-license, or otherwise offer Designs for profit in direct competition with Provider as a stock photo site/store or digital image membership company of any kind. d. Licensee shall not sell or otherwise distribute Designs as photo prints of any size, including posters. 
  4. Licensee shall not use Designs for obscene, defamatory, immoral, or harassing purposes. f. Licensee shall not use Designs in any way that violates applicable state, federal, or export laws. g. Licensee shall not distribute, transfer, or otherwise export Designs to any country in a manner prohibited by law. 
  5. Warranties and Representations; Disclaimers. Each Party represents and warrants that it has the authority to enter into this Agreement and, in doing so, does not violate any other contracts or obligations it may have. Each Party represents and warrants that it has, or will secure, all permissions, grants, licenses, and other such consents from any third parties as necessary to facilitate performance of this Agreement. 

Provider warrants that it has the authority to grant use of the Designs. Provider warrants that the quality of the Designs shall be free from defects and available for expected use; notwithstanding the foregoing, the Parties understand and agree that, due to the digital nature of the Designs, unauthorized third parties may have the ability to intervene during or after the transmission process. As such, Provider does not warrant that the Designs will be or remain free from viruses, malware, bugs, or other related digital impairments, and Licensee shall hold harmless Provider for any damages associated therewith. 

Licensee agrees that it shall use and distribute Designs only as contemplated by this Agreement, and Licensee shall accept responsibility for actions of its clients that violate this Agreement. Licensee agrees to notify Provider promptly in writing if Licensee knows or has reason to believe any of its clients are acting in violation of the terms of this Agreement 

Other than the warranties provided herein, Provider makes no other warranties, express or implied, and specifically disclaims any additional claimed warranties, including warranties of merchantability, non-infringement, or fitness for a particular purpose related to the Designs. 

  1. Termination. This Agreement is valid for one year from the Effective Date. Notwithstanding the foregoing, Provider reserves the right to terminate this Agreement immediately if Licensee breaches any terms of this Agreement and does not cure such breach within three (3) days’ written notice of such breach. Upon termination for any reason, Licensee shall discontinue use of the Designs and shall delete, destroy, or otherwise eliminate access to Designs and provide proof of the same to Provider. 
  2. Restrictive Covenants. The Parties understand and agree to comply with the Restrictive Covenants provided herein this section of the Agreement. The Parties agree that the remedy at law for any breach of the Restrictive Covenants may be inadequate, and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms and may cause irreparable and continuing damage to the injured Party. The Parties also agree that, in the event of a breach of the Restrictive Covenants, the period of such Restrictive Covenant’s applicability will be extended by any period of time during which the breaching Party remains in violation of this Agreement or any period of time required to obtain enforcement of this Agreement through litigation. 
  3. Non-Disclosure of Confidential Information. The Parties recognize that, during the Term, each Party (herein Section XI(a)-(b), Receiving Party) may have access to Confidential Information of the other Party (herein Section XI(a)-(b), Disclosing Party), including but not limited to client lists and the existence of client relationships (and the financial terms relative thereto); client files; software; analytical techniques; databases; financial statements; pricing data; vendor lists; forms; business plans; budgets; schedules; projections; costs analyses; any information visibly identified by the Disclosing Party as confidential; and any other unpublished proprietary information of the Disclosing Party with respect to its business and business operations which is not generally known in the relevant trade or industry (Confidential and Proprietary Information). All such information is wholly owned by the Disclosing Party regardless of whether it is recorded on paper, electronic data file, or any other medium. Upon the request of the Disclosing Party or the termination of this Agreement, for any reason, the Receiving Party will return any of the Disclosing Party’s Confidential and Proprietary Information, and any copies thereof in any form, in its possession or under its control. During the Term of this Agreement and for three (3) years after the date of Termination, the Parties agree that they (i) will maintain the confidentiality of all such information; (ii) will not disclose such information; (iii) will not use such information except to the extent necessary for performance in furtherance of this Agreement; (iv) will abide by any further confidentiality obligations requested by the Disclosing Party; (v) will take all reasonable precautions to prevent the inadvertent or accidental disclosure of such information; and (vi) immediately will notify the Disclosing Party in writing of any misuse or misappropriation of such information that may come to the Receiving Party’s attention. 
  4. Non-Disclosure of Trade Secrets. The Parties recognize that, during the Term, a Receiving Party may have access to Trade Secrets of the Disclosing Party, including but not limited to business or technical information involving a formula, pattern, program, device, compilation of information, method, technique, or process that (1) derives independent actual or potential commercial value from not being generally known or readily ascertainable through independent development or reverse engineering by persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. During the Term of this Agreement and following the termination of this Agreement for any reason, the Receiving Party agrees that it (i) will maintain the confidentiality of all Trade Secrets; (ii) will not disclose such information; (iii) will not use such information except to the extent necessary for performance in furtherance of this Agreement; (iv) will abide by any further confidentiality obligations requested by the Disclosing Party; (v) will take all reasonable precautions to prevent the inadvertent or accidental disclosure of such information; and (vi) will immediately will notify the Disclosing Party in writing of any misuse or misappropriation of such information that may come to the Receiving Party’s attention. The Parties acknowledge that this duty will continue in perpetuity, so long as such information maintains its status as a Trade Secret. 
  1. Non-Disclosure Exceptions. The provisions of Section XI(a) and XI(b) shall not apply to any Confidential and Proprietary Information or Trade Secret that: (i) is now or subsequently becomes generally available to the public through no action, directly or indirectly, of the Receiving Party; (ii) the Receiving Party can demonstrate has been independently developed by the Receiving Party without reference to Confidential and Proprietary Information or Trade Secrets; (iii) the Receiving Party can demonstrate was available to the Receiving Party on a non-confidential basis prior to its production by the Disclosing Party; (iv) is disclosed by the Receiving Party with the prior written consent of the Disclosing Party; (v) becomes known to the Receiving Party on a non-confidential basis from a third party source with no confidentiality obligations to the Disclosing Party; or (vi) is required to be disclosed by law, governmental regulation, or court order (subject to the provisions noted below). 

In the event that a Receiving Party is requested or required by judicial process to disclose any of the Confidential and Proprietary Information or Trade Secrets, or any information relating to the Receiving Party’s opinion, judgment, or recommendations concerning the Confidential and Proprietary Information or Trade Secrets, the Receiving Party will provide the Disclosing Party with prompt written notice of such request. The Receiving Party will not oppose any action by the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential and Proprietary Information or Trade Secrets. 

  1. Non-Disparagement. Licensee agrees that Licensee will not make any disclosure, issue any false statement, or otherwise cause to be disclosed any information that is designed or intended (or might reasonably be anticipated) to defame or disparage Provider or its business, services, management, contractors, employees, or clients. Licensee acknowledges that this duty will continue in perpetuity. 
  2. Acknowledgements of Reasonableness. The Parties hereby expressly acknowledges and agrees that the restrictions contained herein Section XI are reasonable with respect to their duration and scope, and the services subject to the restrictions, and that the restrictions are necessary for the adequate protection of Provider and its business. The Parties further agree that in the event a court determines that any provision or sub-section in Section XI is unreasonable, void, or invalid for any reason whatsoever, then the duration or other limitation imposed shall be as the court, or jury if applicable, determines to be fair and reasonable. 

XII. Ownership of Intellectual Property and Work Product. Each Party shall own and retain all rights, title, and interest in and to its Confidential and Proprietary Information in existence before the Effective Date, as well as all rights, title, and interest in its logos, trademarks, trade names, copyrights, patents, and other intellectual property created before the Effective Date. This Agreement shall not be construed to grant to either Party any license, rights, or interest in the other Party’s Confidential and Proprietary Information, intellectual property, and other data unless otherwise provided herein this Agreement. Products that Licensee creates incorporating Designs shall become and remain the intellectual property of Licensee, and Licensee shall retain all rights, title, and interest in and to such products for future use. 

XIII. Indemnification. Each Party to this Agreement shall indemnify, defend, and hold harmless the other from and against any and all assessments, losses, damages, fines, liabilities, costs, and expenses, including reasonable fees and expenses of counsel, other expenses of investigation, handling, litigation, and settlement amounts, together with interest and penalties (collectively, Losses) asserted against, resulting from, imposed upon, or incurred by the other Party hereto, to the extent arising from any demands, claims, actions, or causes of action asserted by a third party (collectively, Claims) based upon or arising from a breach of any representation, warranty, or agreement of the indemnifying Party contained in or made pursuant to this Agreement, including agreements and other instruments contemplated hereby. Notwithstanding the foregoing, Licensee accepts any financial or legal burden associated with any Claims made by Licensee’s clients regardless of the nature or circumstances of the Claims, and by signing this Agreement, Licensee agrees to indemnify Provider for any such Claims in accordance with this provision. 

The Party seeking indemnification under this section shall promptly notify the other Party in writing of a Claim and provide reasonable cooperation (at the indemnifying Party’s expense) and grant the indemnifying Party the sole and full authority to defend the Claim; provided, however, the indemnified Party may participate in the defense of such Claim at its own expense. The indemnifying Party shall have no obligation to indemnify the indemnified Party under any settlement made without the indemnifying Party’s written consent (such consent not to be unreasonably withheld). The indemnifying Party shall not settle any claim or suit under this section on the indemnified Party’s behalf without first obtaining the indemnified Party’s written permission (such consent not to be unreasonably withheld). Each Party shall promptly communicate to the other any offer received by or proposed to be made in settlement of any Claim subject to indemnification under this section, and each Party shall promptly and reasonably consider any such settlement offer or proposal that the other Party desires to accept or make. 

XIV. Limitation of Liability. PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY TYPE, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF LICENSEE ASSERTS OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT. 

LICENSEE AGREES THAT PROVIDER’S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE AMOUNT OF FEES PAID TO PROVIDER UNDER THE AGREEMENT. 

  1. Waiver. No waiver of any right or remedy by either party with respect to any occurrence or event shall be deemed a waiver of such right or remedy with respect to such occurrence or event in the future. No delay or omission by a party in exercising any of its rights hereunder shall operate as a waiver of such rights. No waiver of any obligations under this Agreement shall be effective unless in writing and signed by both parties. 

XVI. Force Majeure. Neither Party shall be liable to the other Party nor be deemed to have defaulted under or otherwise breached this Agreement for any failure or delay in satisfying the terms of this Agreement if such failure or delay is caused by or results from acts beyond such delayed Party’s control, including acts of nature; mechanical, electrical, or other such disaster; war, invasion, hostilities, threats/acts/riots/strikes or civil unrest; requirements of law; embargoes or blockades; local or national emergencies; and pandemics or endemics (Force Majeure Event). 

XVII. Reformation and Severability of Agreement. If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, such decision shall not affect, impair, or invalidate the remainder of this Agreement. If the invalid or unenforceable provision cannot be reformed, the other provisions or applications of this Agreement shall be given full effect, and the invalid or unenforceable provision shall be deemed omitted. 

XVIII. Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties, their successors and assigns, including without limitation any entity which may acquire all or substantially all of either Party’s assets and business or into which such Party. 

XIX. Dispute Resolution. The Parties agree that this Agreement shall be governed and construed by the laws of Florida, without giving effect to conflict of laws principles. The Parties agree that all claims or disputes arising between the Parties bound by this Agreement which relate to this Agreement or the breach thereof shall be brought in a Florida court of proper jurisdiction, unless the Parties agree to arbitration by the American Arbitration Association and in accordance with its Commercial Arbitration Rules. 

  1. Injunctive Relief. Both Parties to this Agreement acknowledge that in the event of a breach of any material provision of this Agreement by either Party, the aggrieved Party may be without an adequate remedy at law. Each of the Parties therefore agrees that in the event of such a breach, the aggrieved Party may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance or to enjoin the continuing breach. By seeking or obtaining any such relief, the aggrieved Party shall not be precluded from seeking or obtaining any other relief to which it may be entitled. 

XXI. Entire Agreement; Amendment. This Agreement represents the entire agreement between Provider and Licensee relating to the subject matter described. No changes, modifications, or amendments of any term hereof shall be valid unless agreed upon by the Parties in writing. 

XXII. Formatting; No Strict Construction. The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party. 

XXIII. Notice. All notices, requests, demands, claims, and other communications (Notice) which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given: when received, if personally delivered; when sent, if electronically delivered; or five business days after such Notice is sent, if sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient according to the address instructions of the recipient. 

Provider Notice Information Licensee Notice Information 

777 North Ashley Drive, Unit #1306 

Tampa, Florida 33602 

Email: [email protected] 

XXIV. Survival. Any provision of this Agreement which by its terms imposes a continuing obligation on the parties shall survive the expiration or termination of this Agreement.