END-USER LICENSE AGREEMENT

This End-User License Agreement (“EULA”) is a legal agreement between YOU and Live Face On Web, LLC and its successors and assigns (collectively, “LFOW”). This EULA will become a legally binding agreement between YOU and LFOW on the earlier of: (i) YOUR execution of LFOW’s Credit Card Authorization or other document indicating that YOU agree to be bound by this EULA, or (ii) YOUR receiving the PRODUCT, or (iii) YOUR receiving a copy of this EULA from or on behalf of LFOW in connection with a licensed PRODUCT, or (iv) YOUR clicking on the “AGREE” checkbox on the Order Page of LFOW’s WEB SITE to indicate YOUR acceptance of these terms and conditions. YOU ALSO AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT. DOING ANY OF THE FOREGOING SHALL BE CONCLUSIVE PROOF IN ANY ACTION, PROCEEDING OR OTHERWISE OF YOUR AGREEMENT TO BE LEGALLY BOUND BY THIS EULA, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE HEREWITH, AND YOU HEREBY WAIVE ALL CLAIMS OR DEFENSES TO THE CONTRARY. IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THIS EULA, DO NOT ACCEPT, INSTALL, COPY OR USE THE PRODUCT AND DO NOT SIGN ANY DOCUMENT AGREEING TO BE BOUND BY THIS EULA.

Article 1. DEFINITIONS

1.1           Capitalized terms used but not defined herein shall have the following meanings unless the context requires otherwise:

                “IP Address” means Internet Protocol Address. This is a unique string of numbers that identifies a computer or server on the Internet. These numbers are normally shown in groups separated by periods. Example: 192.168.0.0.

                “LICENSED MATERIALS” means: (a) the PRODUCT, and any updates, upgrades, substitutions or modifications  thereto, delivered or made available by or on behalf of LFOW to YOU, and (b) any documentation, computer files, video files, items, materials and other things related to the PRODUCT or any component thereof, whether transferred to YOU electronically via email, CD/DVD, link or through any other medium and means whatsoever, delivered by or on behalf of LFOW to YOU.

                “PRODUCT” means one or more computer, video and/or other files and things delivered to YOU by or on behalf of LFOW as a result of YOUR purchase of a license of a PRODUCT based on and powered by LFOW’s proprietary virtual spokesperson software and technology, including the following: (a) Compressed and uncompressed video recording with sound; (b) Media format based on YOUR selection within the LFOW WEB SITE Order Page; (c) Media Player based on Adobe® technology; (d) Video Compressed Files based on Adobe® technology; (e) JAVASCRIPT FILE also known as ECMAScript; (f) any other computer and/or video files delivered by or on behalf LFOW to YOU hereunder; and/or (g) any updates, upgrades, substitutions or modifications to any of the foregoing. LFOW may assign or associate the PRODUCT with an order or invoice number or other alphanumeric combination for identification and other purposes.

                “URL” means Uniform Resource Locator. This is the equivalent of YOUR home address on the internet. An example is http://livefaceonweb.com/definitions/Glossary/ or http:// 192.168.0.0/Samples.

                “WEB PAGE” means any computer file, document, or grouping of electronic text or other content which can be addressed by a hypertext link and rendered for a user on his/her computer monitor. This includes any grouping of electronic text, graphical material, or data generated by a software application and displayed through the use of a Web browser.

                “WEB SERVER” means a computer connected to the Internet that stores and distributes WEB PAGES upon request.

                “WEB SITE” means a collection of WEB PAGES or files on the World Wide Web that are linked together under a common address (URL or IP Address) and maintained by a person or entity.

                “YOU” means the person or entity licensing the PRODUCT and other LICENSED MATERIALS from LFOW, and any of YOUR permitted successors or permitted assign. 

                “YOUR CONTENT” means all text, audio, video and other content and material provided by YOU or on YOUR behalf to LFOW for use in connection with the LICENSED MATERIALS.

                “JAVASCRIPT FILE” means LFOW’s JavaScript computer file named playLFOW.js, or any other JavaScript computer file that LFOW delivers to YOU in substitution thereof.

Article 2. GRANT OF LICENSE

2.1.          Subject to YOUR agreement to, and compliance with, the terms and conditions set forth in this EULA, LFOW grants YOU a personal, temporary, non-exclusive, and non-transferable license to:

(a)           install one (1) copy of the PRODUCT onto the hard drive of one (1) WEB SERVER, solely in machine-executable form; and

(b)           use the PRODUCT with one (1) WEB SITE; and

(c)           use the PRODUCT with one (1) WEB PAGE; and

(d)           use the PRODUCT with one (1) URL; and

in each instance, solely for advertisement purposes and not for any other purpose (including, without limitation, any act of electronic or physical distribution, performance or broadcast) and in accordance with the terms and conditions set forth in this EULA.

2.2.          YOU agree that this EULA does not authorize YOU to (a) sublicense, transfer, copy, or duplicate the PRODUCT and the other LICENSED MATERIALS or (b) permit or seek to permit any other person or entity to do any of the foregoing.

2.3.          YOUR use of the PRODUCT and the other LICENSED MATERIALS may be subject to additional restrictions, under applicable copyright and other laws that are not enforced or prescribed by any technology transferred to YOU electronically or contained on CD/DVD or otherwise. The absence of any such technology designed to enforce these additional restrictions should in no way be viewed or interpreted as a waiver, on the part of LFOW or any other person or entity owning any rights in any of the LICENSED MATERIALS, of their respective rights to enforce any such additional restrictions regarding YOUR use of the LICENSED MATERIALS. YOUR use of the PRODUCT and the other LICENSED MATERIALS shall, at all times, remain subject to any and all applicable laws and rights governing the use of such materials, including, without limitation, any restrictions on YOUR use prescribed therein.

2.4.          YOU may not assign, sell, convey, donate, or otherwise transfer the PRODUCT or any of the LICENSED MATERIALS or YOUR rights hereunder to any third party. Any purported assignment, sale, conveyance, donation or other transfer of the PRODUCT, LICENSED MATERIALS or YOUR rights hereunder in violation of this EULA shall have no force or effect and shall result in the automatic revocation of YOUR license granted herein.

2.5.          The PRODUCT is licensed as a single PRODUCT, and its component parts may not be separated or divided. LFOW reserves all rights not expressly granted to YOU in this EULA. The PRODUCT is licensed, not sold to YOU. The PRODUCT is protected by copyright and other intellectual property laws and treaties. LFOW owns a license or the title, copyright, and other intellectual property rights in the PRODUCT.

Article 3. RESTRICTIONS ON USE OF LICENSED MATERIALS

3.1.          Except to the extent otherwise expressly permitted hereunder or otherwise by the owner of the relevant rights in or to the LICENSED MATERIALS concerned, and without limitation, the following restrictions shall apply to YOUR use of the LICENSED MATERIALS:

(a)           YOU may not copy or reproduce any portion of the PRODUCT or other LICENSED MATERIALS; and

(b)           YOU may not distribute, share through any information network, transfer, convey, sell, lease or rent the PRODUCT or any of the LICENSED MATERIALS to any other person or entity, in whole or in part; and

(c)           YOU may not change, alter, amend, modify or create derivative works, enhancements, extensions or add-ons to any of the LICENSED MATERIALS; and

(d)           YOU may not decompile, reverse engineer or disassemble the PRODUCT or any of the LICENSED MATERIALS, in whole or in part; and

(e)           YOU may not divide the PRODUCT or use any of the components of the PRODUCT individually or in combination with anything comprising less than the entire PRODUCT; and

(f)            YOU may not export the LICENSED MATERIALS outside of the country where YOU reside. (This Section 3.1(f) shall not be applicable within the European Economic Area); and

(g)           YOU may not utilize the LICENSED MATERIALS separately; and

(h)           YOU may not remove any logos, notices (including, without limitation, copyright, trademark and other legal notices) or any other identifying materials contained on the PRODUCT or in the LICENSED MATERIALS; and

(i)            YOU may not make or cause to be made any modifications to the PRODUCT or other LICENSED MATERIALS (including, without limitation, the JAVASCRIPT FILE or any other computer code contained in the PRODUCT or in the LICENSED MATERIALS) without the express written consent of LFOW; and

(j)            YOU may not rename, edit or create any derivative works from the PRODUCT and other LICENSED MATERIALS; and

(k)           YOU may not rent, lease, lend or provide commercial hosting services with the PRODUCT; and

YOU will at all times comply with, and will not circumvent or attempt to circumvent, any of the terms and conditions of this EULA and restrictions on use set forth in this Article 3 or elsewhere in this EULA.

3.2.          YOU acknowledge that the PRODUCT includes the JAVASCRIPT FILE, which contains instructions about the limited source code modifications YOU are authorized to manually make in the value of the user defined parameters and variable set forth in source code lines 16 through 143 of the JAVASCRIPT FILE (“Limited Variable/Parameter Value Changes”) in order to control certain aspects of the PRODUCT.  Except for the Limited Variable/Parameter Value Changes, YOU cannot make any additions, deletions, alterations, changes or other modifications to the JAVASCRIPT FILE or any source code in the LICENSED MATERIALS.  YOU acknowledge and agree that you cannot make or cause to be made any additions, deletions, alterations, changes or other modifications to the JAVASCRIPT FILE dynamically, or cause any computer, computer program or other technology to dynamically add, delete, alter, change or modify the JAVASCRIPT FILE or any source code in the LICENSED MATERIALS whatsoever. 

3.3           In the event that the owner of any component or part of the LICENSED MATERIALS is a third-party (each, a “LICENSOR”), YOU agree that such LICENSOR shall be a third party beneficiary under this EULA and, as such, shall have the right to enforce the terms and conditions of this EULA that pertain directly to such LICENSOR’S rights in and to the LICENSED MATERIALS concerned as if such LICENSOR was a party to this EULA. The rights granted to a LICENSOR under this Article shall not be revoked.

Article 4. UPGRADES OR UPDATES

4.1.          If YOU receive an update or upgrade to the PRODUCT or other LICENSED MATERIALS from LFOW, then YOU will immediately discontinue use of, remove from YOUR computer (WEB SERVER) system and delete or destroy the earlier version of the PRODUCT and other LICENSED MATERIALS, and will use the updated or upgraded PRODUCT and other LICENSED MATERIALS in accordance with this EULA. The PRODUCT and other LICENSED MATERIALS upgrade or update is provided to YOU on a license exchange basis, and YOU shall not continue to use the earlier version of the PRODUCT or other LICENSED MATERIALS or transfer it to another person or entity.

Article 5. HOW WE MAY MODIFY THIS EULA

5.1.          LFOW reserves the right, at any time and from time to time, to update, revise, amend, supplement, and otherwise modify this EULA and to impose new or additional rules, policies, terms, or conditions on YOUR use of the PRODUCT and other LICENSED MATERIALS. YOU must review this EULA on a regular basis. YOU can find the most current version of the EULA at http://www.livefaceonweb.com/eula.htm. All updates, revisions, amendments, supplements and other modifications to this EULA and all new or additional rules, policies, terms, or conditions on YOUR use of the PRODUCT and other LICENSED MATERIALS under this EULA become effective as soon as the modified EULA is available at http://www.livefaceonweb.com/eula.htm. If YOU do not agree to the changes in the modified EULA, then YOU must immediately stop using the PRODUCT and other LICENSED MATERIALS. If YOU do not stop using the PRODUCT or any of the other LICENSED MATERIALS, then YOUR use of the LICENSED MATERIALS will continue under and subject to all the terms and conditions of the modified EULA.

Article 6. LICENSE FEES; PAYMENT METHOD; NO REFUNDS

6.1.          LFOW will charge the applicable license and other fees to the charge or credit card account provided by YOU. By providing the charge or credit card account information, YOU are authorizing LFOW to automatically continue charging that card or account (or any replacement card or account if the original is cancelled, renewed, lost, stolen, or changed for any reason) for all fees or charges associated with YOUR license of the PRODUCT and LICENSED MATERIALS. YOU authorize the charge or credit card issuer to pay any amounts described herein and authorize LFOW, or any other person or entity that acts as a billing agent for LFOW, to continue to attempt to charge all sums described herein to YOUR charge or credit card account until such amounts are paid in full. YOU agree to provide LFOW updated information on YOUR charge or credit card account upon LFOW’s request and any time the information earlier provided is no longer valid. If payment is not received by LFOW from YOUR charge or credit card issuer or its agents, YOU agree to pay all amounts due upon demand by LFOW.

6.2.          YOU agree to pay all fees and charges specified for the PRODUCT and the LICENSED MATERIALS. All fees are exclusive of applicable taxes (e.g. sales, use, or value-added tax), unless otherwise stated, and YOU are solely responsible for the payment of any such taxes that may be imposed on YOUR use of the PRODUCT and the LICENSED MATERIALS. LFOW may at any time change the price of the PRODUCT and the LICENSED MATERIALS or any part thereof, or institute new charges or fees. Price changes and institution of new charges implemented will apply after the effective date of the change. YOUR continued use of the PRODUCT and the LICENSED MATERIALS after the effective date of any such change shall constitute YOUR acceptance of such changes.  

6.3.          Due to the nature of PRODUCT, all sales are final and are not subject to a refund.

Article 7. MONITORING

7.1.          LFOW has the capability of monitoring each installation of the PRODUCT, including WEB SITES and WEB PAGES on which it is used. YOU hereby authorize and permit such monitoring and acknowledge that in the event that YOUR installation and/or use of the PRODUCT is in excess of the installation or use permitted hereunder, LFOW shall be permitted to, at the option of LFOW, deactivate the PRODUCT to the extent of such prohibited use, or automatically charge YOU additional license fees for any use in excess of the permitted use described herein at LFOW’s then current rates. Such additional license fees shall be deemed to automatically be approved by YOU and YOU shall be responsible for all such additional fees, which charges may automatically be billed to YOUR credit card on file with LFOW. YOU agree to indemnify LFOW for all costs and other damages related to the failure of such credit card charges to be fully and indefeasibly paid to LFOW in accordance herewith.

Article 8. INTELLECTUAL PROPERTY RIGHTS

8.1.          YOU will not use the LICENSED MATERIALS to violate any third-party copyright, trademark, intellectual property, privacy and other rights or to violate applicable law.

8.2.          By submitting YOUR CONTENT to be used in connection with the PRODUCT and/or the LICENSED MATERIALS, YOU are representing, warranting, acknowledging and agreeing to the following:

(a)           YOU own all right, title and interest in YOUR CONTENT, and have all power and authority to perform YOUR duties and obligations under this EULA and otherwise in connection with the LICENSED MATERIALS. If YOU become aware of any such possible violation or infringement, YOU shall immediately so notify LFOW in writing and correct the issue; and

(b)           YOUR CONTENT does not infringe upon or violate applicable law or the rights of any person or entity, including rights relating to defamation, privacy, publicity, contract, patent, copyright, trademark, trade secret or other intellectual property rights; and

(c)           YOU hereby grant to LFOW the right to create derivative and other works (including, without limitation, the PRODUCT and other LICENSED MATERIAL) based on YOUR CONTENT, and all such derivative and other works (including the PRODUCT and other LICENSED MATERIAL) shall be owned by LFOW, and you hereby transfer and assign all YOUR right, title and interest in and to all such derivative and other works (including, without limitation, the PRODUCT and other LICENSED MATERIAL) to LFOW; and

(d)           YOU hereby grant LFOW a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully-paid, transferrable license (with the right to sublicense) and right to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, publicly display and otherwise use YOUR CONTENT and any derivative works based in whole or in part on YOUR CONTENT.

8.3.          All title to, and copyright, trademark and other intellectual property rights in, the LICENSED MATERIALS and any related documents are and shall remain owned and/or controlled solely and exclusively by LFOW and/or its LICENSORS, and LFOW and/or its LICENSORS reserve all rights in the LICENSED MATERIALS not specifically granted to YOU under this EULA. Neither this EULA nor the LICENSED MATERIALS shall be deemed to vest in YOU any ownership rights in such copyright, trademark or other intellectual property rights and materials of LFOW or others. YOU must use YOUR best efforts to protect the LICENSED MATERIALS, and shall not use the LICENSED MATERIALS to violate any third-party rights or applicable law.  

Article 9. EXCLUSION OF WARRANTIES

9.1.          YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE INSTALLING AND USING THE LICENSED MATERIALS AT YOUR OWN SOLE RISK. THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY, TERM OR CONDITION OF ANY KIND, AND LFOW AND ITS LICENSORS, LICENSEES, EMPLOYEES, CONTRACTORS, VENDORS, SUPPLIERS, AFFILIATES, SUCCESSORS, ASSIGNS, AGENTS AND REPRESENTATIVES (EACH A “LFOW PARTY”) EXPRESSLY DISCLAIM ALL WARRANTIES, TERMS OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INFRINGEMENT AND FITNESS FOR A GENERAL OR PARTICULAR PURPOSE. NO ORAL, WRITTEN OR ELECTRONIC INFORMATION OR ADVICE GIVEN BY ANY LFOW PARTY SHALL CREATE ANY WARRANTY, TERM OR CONDITION WITH RESPECT TO THE LICENSED MATERIALS OR OTHERWISE. LFOW DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT THE PRODUCT AND THE LICENSED MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT AND THE LICENSED MATERIALS AND/OR ITS OR THEIR USE WILL BE UNINTERRUPTED OR ERROR‑FREE, OR THAT DEFECTS IN THE PRODUCT AND THE LICENSED MATERIALS, IF ANY, WILL BE CORRECTED. SHOULD THE LICENSED MATERIALS PROVE TO BE DEFECTIVE, YOU (AND NOT LFOW) AGREE TO ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIRS OR CORRECTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, TERMS OR CONDITIONS IN CERTAIN INSTANCES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS ARTICLE WILL APPLY ONLY WHEN AND TO THE EXTENT THAT THE APPLICABLE LAW SPECIFICALLY MANDATES LIABILITY, DESPITE THE FOREGOING DISCLAIMER, EXCLUSION AND LIMITATION.

Article 10. LIMITATION OF LIABILITY

10.1.        IN NO EVENT SHALL LFOW OR ANY LFOW PARTY BE LIABLE FOR ANY PERFORMANCE, NONE PERFORMANCE, LOSS AND/OR DAMAGES WHATSOEVER, EITHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, ARISING OUT OF THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, TERM OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR ANY OTHER LEGAL THEORY ARISING OUT OF, OR RELATED TO, THIS EULA OR YOUR USE OF ANY OF THE LICENSED MATERIALS (SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, DOWN TIME AND USER’S TIME), EVEN IF THE LFOW PARTY CONCERNED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CERTAIN INSTANCES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS ARTICLE WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY DESPITE THE FOREGOING DISCLAIMER, EXCLUSION AND LIMITATION.

10.2.        Notwithstanding any damages that YOU might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of LFOW to YOU under this EULA and otherwise in connection with the PRODUCT and other LICENSED MATERIALS shall be limited to the lesser of the actual damages YOU incur in reasonable reliance on the PRODUCT or LICENSED MATERIALS or fifty percent (50%) of the amount actually paid by YOU for the PRODUCT for the six (6) months immediately prior to the claim for damages. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

Article 11. INDEMNIFICATION OF LFOW; EQUITABLE REMEDIES

11.1.        YOU shall indemnify, defend and hold harmless LFOW and each other LFOW PARTY from and against any and all liabilities, damages, costs, expenses or losses (including, without limitation, a LFOW PARTY’S attorney’s fees, expert witness fees, travel costs and other costs and expenses of litigation) arising out of or in any way related to: (a) YOUR use or nonuse of the LICENSED MATERIALS, (b) YOUR CONTENT furnished or otherwise made available to LFOW, including the violation by YOUR CONTENT of any third-party rights or applicable law, (c) YOUR and YOUR agents’ acts or omissions or violation of applicable law, and/or (d) YOUR breach of any provision of this EULA.

11.2.        YOU acknowledge that any breach of YOUR obligations under this EULA shall cause irreparable harm to LFOW for which there is no adequate remedy at law, and as a result, LFOW, in its sole discretion, and in addition to any other remedies available to it, may bring an action or actions for injunctive relief, specific performance or both, and have entered a temporary restraining order, preliminary or permanent injunction, or order compelling specific performance.

11.3.        In any litigation to enforce this EULA, LFOW shall be entitled to recover from YOU, in addition to all of LFOW’S other rights, remedies and damages, LFOW’s attorney’s fees, expert witness fees, travel costs and other costs and expenses of litigation.

Article 12. EXPIRATION AND TERMINATION

12.1.        The rights under this EULA are conditioned upon YOUR continued right to a license to the PRODUCT and other LICENSED MATERIALS from LFOW. In the event that YOU no longer have such license, YOUR rights under this EULA shall expire immediately, without notice from LFOW.

12.2.        Without prejudice to any other rights LFOW or any LFOW PARTY may have hereunder, the license granted to YOU under this EULA shall terminate immediately, without notice from LFOW, and all rights YOU may have hereunder to use the LICENSED MATERIALS shall be immediately revoked, in the event that YOU: (I) fail to comply with any provision of this EULA, (II) fail to make any payment due to LFOW in connection with the LICENSED MATERIALS, (III) fail to install an update or upgrade of LICENSED MATERIALS that were previously provided to YOU by LFOW within the time and in accordance with this EULA and any instructions specified by LFOW, or (IV) file a voluntary petition or are subject to an involuntary petition under applicable bankruptcy laws, are declared insolvent, make an assignment for the benefit of creditors, or are served with a writ of attachment , writ of execution, garnishment or other legal process pertaining to any of YOUR assets or property.

12.3.        Upon the expiration or termination of YOUR license under this EULA, YOU shall immediately cease to use the LICENSED MATERIALS and shall destroy all of the LICENSED MATERIALS, in whole or in part, in your possession, custody and/or control, including, without limitation, any WEB SERVER, WEB SITE, WEB PAGE and URL.

12.4.        To the extent relevant under applicable law, YOU and LFOW each agree, for the effectiveness of the termination clauses under this EULA, to waive any provisions, procedures and operation of any applicable law that might otherwise require judicial approval or a court order in order to effect the termination of this EULA.

12.6.        The terms and conditions of this EULA, and your YOUR duties and obligations hereunder (including, without limitation, those relating to non-use of the LICENSED MATERIALS and indemnification of LFOW), shall survive the expiration or termination of this EULA and/or YOUR license granted hereby.

Article 13. GOVERNING LAW; WAIVER OF TRIAL BY JURY; LIMITATION OF LICENSEE’S RIGHTS

13.1.        THE VALIDITY, INTERPRETATION AND LEGAL EFFECT OF THIS EULA SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. 

13.2.        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 PRODUCT.

13.3.        YOU HEREBY AGREE ON BEHALF OF YOURSELF AND ANY PERSON CLAIMING BY OR THROUGH YOU THAT THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE FOR ANY LITIGATION ARISING FROM OR RELATING TO THIS EULA OR THE SUBJECT MATTER HEREOF SHALL BE AN APPROPRIATE FEDERAL OR STATE COURT LOCATED IN THE COMMONWEALTH OF PENNSYLVANIA.

13.4.        No claims or causes of action, regardless of form, arising out of or relating to this EULA or the subject matter hereof may be brought by YOU more than three (3) months after the claim or cause of action has initially arisen.

Article 14. GENERAL PROVISIONS

14.1.        If any provision of this EULA is subsequently held to be invalid or unenforceable by any court or other authority, such invalidity or unenforceability shall in no way affect the validity or enforceability of any other provision of this EULA, and such invalid and unenforceable provision shall be substituted with a valid and enforceable provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision.

14.2.        Neither party’s waiver of any breach or failure to enforce any of the provision of this EULA at any time shall in any way affect, limit or waive such party’s right thereafter to enforce and compel strict compliance with every other provision.

14.3.        No modification of this EULA shall be effective unless it is set forth in a writing signed or authorized by LFOW.

14.4.        The headings of the sections of this EULA are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this EULA.

14.5.        In the event of any inconsistency or conflict between this EULA and the LICENSED MATERIALS, the terms of this EULA shall control and govern.

14.6.        This EULA shall be binding upon the parties and their successors and permitted assignees. YOU shall not be able to assign this EULA or any of YOUR rights, duties or obligations without the prior written consent of LFOW. LFOW shall have the right to assign this EULA or any of its rights, duties or obligations to any person or entity without consent from or notice to YOU.