SOFTWARE LICENSE AGREEMENT

NOTICE TO USER: THIS IS A CONTRACT. PLEASE READ IT CAREFULLY. BY INDICATING YOUR ACCEPTANCE BELOW, YOU ACCEPT AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS LISTED BELOW.

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS LISTED BELOW, DECLINE WHERE INSTRUCTED. IF YOU DECLINE, YOU WILL NOT BE ABLE TO ACCESS THE RESTRICTED PORTION OF THIS WEBSITE OR USE THE SOFTWARE PROGRAMS.

For purposes of this Software License Agreement, the individual end-user licensee, including the company, firm or entity are collectively referred to as “You,” and Auction Success Training, which owns and operates this website and the software programs, is referred to as the “Company.” By indicating your acceptance below, You accept and agree to be bound by this Agreement and the following “Terms and Conditions”:

1. Grant of License. Company agrees to grant, and You agree to accept a limited, non-transferable non-exclusive license (“License”) to use the attached computer programs, with the accompanying manuals, literature and other materials (“Software”), in perpetuity subject to the terms and conditions of this Software License Agreement and subject to termination as provided herein.

2. Title and Confidentiality. You unconditionally and absolutely stipulate and agree that the title and full ownership rights to the Software licensed under this agreement, including, without limitation, all intellectual property rights therein and thereto, and any copies You make, remain with Company. It is agreed the Software is the proprietary, confidential, trade secret property of Company, whether or not any portions thereof are or may be copyrighted and You shall take all reasonable steps necessary to protect the confidential nature of the Software as You would take to protect Your own confidential and trade secret information. You further agree that You shall not make any disclosure of any or all such Software (including methods or concepts utilized therein) to anyone, except to employees, agents, or contractors working for You to whom such disclosure is necessary to the use for which rights are granted hereunder. You shall appropriately notify all employees, agents, and contractors to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by them. Upon Company’s request, such employees, agents, and contractors shall enter into an appropriate confidentiality agreement for secrecy and nonuse of such information which by its terms shall be enforceable by injunctive relief at the request of Company. If Company makes such a request, it shall provide You with the appropriate confidentiality agreements. The obligations imposed by this section upon You, Your employees, agents, and contractors, shall survive and continue after any termination of rights under this Agreement. It shall not be a breach of this agreement if you are required to disclose or make the Software available to a third party or to a court if the Software is subpoenaed or otherwise ordered by an administrative agency or court of competent jurisdiction to be produced or disclosed.

3. License. Company hereby authorizes You to:
a) Access and use the Software.
b) Download and make copies of certain forms included as part of the Software which are expressly designated by Company as available for downloading and copying. Such copies may only be used in support of Your use of the Software and may not be used for any other purpose. Each of these copies must have a label placed on the media indicating the Software is a proprietary product of Company.

You shall not, and nothing contained herein in these Terms and Conditions shall be construed to permit or authorize You to:
a) Rent, lease, sublicense, assign, sell, loan or otherwise transfer this Software, in whole or in part, except as expressly permitted by this Agreement.
b) Inspect, disassemble, decompile, reverse engineer or in any way attempt to determine the internal methods of the Software.
c) Modify, enhance or alter the Software or merge it into any other product without the express written consent of Company.
d) Reproduce, prepare derivative works based upon, transmit or distribute the Software, or any part of it, in any form or by any means except as expressly permitted in this Agreement.
e) Permanently transfer or assign the Software and the rights under this License to another party without the express written consent of Company.

Any attempt to do any of the above (a to e) shall void and terminate this Agreement.

4. Term. This Software License Agreement is and shall be effective from the date of full execution and shall remain in force until terminated. You may terminate this Agreement at any time by notifying Company.

5. Warranty. Company warrants that it has sufficient right and title to the Software to grant You this License. For one year from the date of receipt of the Software (“Warranty Period”), Company also warrants the Software media to be free from defects in materials and workmanship under normal use and Software operation will substantially conform to the specification published by Company. If an error or a defect in the Software or its media becomes apparent within the Warranty Period, then You must promptly notify Company, in writing, describing the defect. Upon confirming the error or defect Company will, at its exclusive option, repair or replace the item or refund the price paid for the defective item. Company does not warrant that the functions contained in the Software will meet Your requirements or that the operation of the Software will be uninterrupted or error free. The entire risk as to the results and performance of the Software is assumed by You. The warranty does not cover Software modified by anyone other than Company and problems with, or caused by, computer hardware or non- Company software. This limited warranty is VOID if failure of the licensed Software has resulted from accident, abuse or misapplication.

6. Disclaimers and Limitations of Remedies.
EXCEPT AS SPECIFICALLY STATED IN THE WARRANTY SECTION OF THIS AGREEMENT, THE SOFTWARE IS LICENSED “AS IS” WITHOUT ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS, REVENUE OR SAVINGS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION, ARISING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE OR BREACH OF ANY EXPRESSED OR IMPLIED WARRANTY, EVEN IF COMPANY OR ITS AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR DAMAGE WILL NOT, IN ANY EVENT, WHETHER BASED UPON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY, OR ANY OTHER BASIS, EXCEED THE LICENSE FEES PAID BY YOU FOR THE LICENSED SOFTWARE GIVING RISE TO SUCH LIABILITY.

7. Enforcement. No termination of the authorized rights described in Sections 1 and 3, regardless of reason or cause, shall relieve You from the continued performance of the obligations established under this Agreement. The obligations imposed by this Agreement on You shall be enforceable both at law and in equity, by injunction, restraining order, specific performance, damages, lost profits and other remedies, and without any requirement that Company post any bond or other security or prove actual damages. You hereby waive any such bond or security requirements. Should Company incur attorneys’ fees or costs in order to enforce this Agreement, whether or not a legal action is instituted, Company shall be entitled to recover such attorneys’ fees and costs from You, in addition to all other rights and remedies it may have at law or in equity. The right of Company to obtain any such remedy or remedies shall be cumulative and not alternative and shall not be exhausted by any one or more uses thereof. The failure of either party to take any action under this Agreement, or the waiver of a breach of this Agreement, shall not affect that party’s rights to require performance hereunder or constitute a waiver of any subsequent breach.

8. General.
a) This Agreement shall be governed and construed in accordance with the laws of the State of Utah and You hereby consent to the jurisdiction of State and Federal courts in Utah. If any part of this Agreement violates applicable law, that part shall be deemed to be amended to the extent necessary to comply with the law.
b) This Agreement constitutes the entire Agreement between Company and You and supersedes any prior agreement or understanding, written or oral, relating to the subject matter of this Agreement.
c) If any provision of this Agreement shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or the validity or the enforceability of this Agreement.
d) All rights and remedies provided herein are cumulative and are in addition to all other rights and remedies available at law or equity.
e) In the event that either party successfully takes legal action to enforce any provision of this Agreement the unsuccessful party shall pay full costs and expenses of such action, including reasonable attorney’s fees.
f) Any notice required by this Agreement shall be deemed to have been properly given if sent by registered or certified mail to the address set forth in this agreement.
g) The waiver of any breach or default of this Agreement shall constitute a waiver only as to such particular breach or default and shall not constitute a waiver of any other breach or default. Failure to act by either party in exercising any right, power, or remedy under this agreement, except as specifically provided herein, shall not operate as a waiver of any such right, power or remedy, and will not affect the validity of the whole or any part of this agreement, or prejudice such party’s right to take subsequent action.
h) Neither party shall be held liable for delays in any of its performance resulting from acts of God, war, civil disturbance, court order, labor dispute or any other cause beyond its control.
i) The relationship of the Parties shall be solely that of independent contractors. No partnership, joint venture, employment, agency or other relationship is formed, intended or to be inferred under this Agreement. Neither party to this Agreement shall attempt to bind the other, incur liabilities on behalf of the other, act as agent of the other, or authorize any representation contrary to the foregoing.
j) This Agreement is binding upon and shall inure to the benefit of the parties, their successors and assigns. However, this Agreement is not assignable by you. This Agreement is personal to you and neither the Agreement, nor the rights or duties hereunder, may be voluntarily or involuntarily, directly or indirectly, assigned or otherwise transferred without the prior written consent of Company. Any unauthorized assignment or transfer shall constitute a breach hereof and shall be void able by Company.
k) This Agreement may not be altered, modified, amended or changed, in whole or in part, except by a writing executed by Company.
l) The person accepting these Terms and Conditions is duly authorized and properly empowered to do so.

9. Registration. You shall, as a condition precedent to the grant of the authorization set forth in Sections 1 and 3, register with Company on this website and provide all information required by Company. You hereby represent and warrant that any and all information provided is and shall be true, correct, accurate and complete in all material respects.

On day 1 of your purchase, Auction Success Training will begin your membership. Your account will be debited the same amount every month thereafter unless or until you contact Auction Success Training to terminate your membership by phone at 801-285-9137 or by mail at support@auctionsuccesstraining.com. Notification must be received seven (7) business days prior to your next billing date to ensure that your account is not billed. I understand that Auction Success Training does not tolerate pornography, hate, Warez, MP3, gambling, spamming, or any illegal activity within Auction Success Training services including but not limited to websites, emails, and banners. Such activity is grounds for immediate termination of all website & ISP services.

I authorize Auction Success Training to debit /charge the account on file for my monthly service fee. This authority is to remain in effect until such time as I choose to cancel the monthly bill by notifying the Auction Success Training seven (7) business days prior to my next billing. I understand that if any such billing transaction rejects/declines, whether with or without cause and whether intentionally or inadvertently, Auction Success Training shall be under no liability whatsoever if such action results in the forfeiture of Auction Success Training services. I also understand that if such services are forfeit, a reactivation fee may be assessed to reactivate my account. I further understand that if my monthly service fee is returned NSF/Stop Pay or disputed on my credit card company all applicable fees allowed by law will be passed onto me. This is a month to month contract and may be cancelled at any time by following the above instructions.

Returns/Refunds: Auction Success Training will, at its discretion, allow for the return or replacement of any defective product within 60 days from the date of purchase. For recurring billing products, returns for more than one payment may be provided if requested within the standard 60 day return period. After 60 days all sales are final.

Binding Arbitration
In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, and prior to contacting any business bureau, government agency or other entity, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.

The place of arbitration shall be one of the following: Atlanta, Georgia; Washington, D.C.; Chicago, Illinois; New Orleans, Louisiana; Salt Lake City, Utah; Los Angeles, California; Seattle, Washington; or Dallas Texas. This agreement shall be governed by and interpreted in accordance with the laws of the State of Utah. The parties acknowledge that this agreement evidences a transaction involving interstate commerce. The United States Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this agreement. Any award in an arbitration initiated under this clause shall be limited to monetary damages not to exceed the amount paid to Auction Success Training.

Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Either party may participate in the arbitration by telephone.

I have read and understood this document and agree to the terms and conditions and authorize Auction Success Training to debit/charge my account for monthly service fees as well as any other services I request.