Global Enterprise ELL Inc. Participation Agreement
Effective Date November 04, 2022
THE FOLLOWING DESCRIBES THE TERMS ON WHICH GLOBAL ENTERPRISE ELL INC. OFFERS YOU ACCESS TO THEIR SERVICES
Welcome to The Global Enterprise ELL Inc. Participation Agreement.
GLOBAL ENTERPRISE ELL INC.
1986 NW 82 Ave Doral Deorida 33126
Participation Agreement
THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU, THE END USER (ON BEHALF OF YOURSELF AND ON BEHALF OF YOUR COMPANY OR ORGANIZATION (“PARTICIPANT”), AND GLOBAL ENTERPRISE ELL INC., A FLORIDA CORPORATION (“LICENSOR”). BEFORE YOU MAY USE THE GLOBAL ENTERPRISE ELL INC. TO POST ANY INVENTORY ITEMS OR TO MAKE ANY PURCHASES THROUGH THE GLOBAL ENTERPRISE ELL INC. AND IN ORDER TO POST OR PURCHASE PRODUCTS, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “I ACCEPT” BUTTON, YOU ARE AGREEING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE SELECT “I DECLINE.” SELECTING “I ACCEPT” WILL BE THE LEGAL EQUIVALENT OF YOUR SIGNATURE ON A WRITTEN CONTRACT, AND EQUALLY BINDING. YOU MUST AGREE TO THESE TERMS AND CONDITIONS IN ORDER TO BE ABLE TO POST ANY ITEMS FOR SALE ON THE GLOBAL ENTERPRISE ELL INC. OR TO PURCHASE ANY PRODUCTS THROUGH THE GLOBAL ENTERPRISE ELL INC.
ARTICLE 1. definitions:
1.1 Credential. The term “Credential” means a password, user identification code or methodology which allows access to the Global Enterprise ELL Inc.
1.2 Intellectual Property Rights. The term “Intellectual Property Rights” means all United States and worldwide trademarks, service marks, trade names, trade dress, logos, copyrights, rights of authorship, inventions, moral rights, patents, rights of inventorship, all applications, registrations and renewals in connection with any of the above, database rights, know-how, trade secrets, rights of publicity, privacy and/or defamation, rights under unfair competition and unfair trade practices laws, and all other intellectual and industrial property rights related thereto.
1.3 Participant Information. The term “Participant Information” means a Participant’s name, address, phone, fax and other contact information, part information and any other data entered or modified on the Global Enterprise ELL Inc., as well as all, if Participant is a licensee of Licensor’s Quantum Control software, data extracted from the Participant’s Quantum Control database for use on the Global Enterprise ELL Inc., including, but not limited to, all part information in Participant’s inventory that is earmarked by the Participant to be listed on the Global Enterprise ELL Inc., a change in such inventory, stock detail for any stock lines designated by the Participant as visible to the Global Enterprise ELL Inc. (such as serial number, time-life, condition and availability), alternate part numbers, images linked to a stock line using the Quantum Control Document Imaging module, and any other information or data designated by the Participant as visible to the Global Enterprise ELL Inc., and any change or modification to such information, as applicable.
1.4 Statistical Data. The term Statistical Data means non-identifiable data regarding Transactions, including, but not limited to, part number, cross-reference parts, listed price, sales price, days listed, availability and price trends for each part number, frequency of search requests made by Users looking to purchase such parts and other similar statistical information.
1.5 Global Enterprise ELL Inc. The term “Global Enterprise ELL Inc.” means the aviation component operated by Licensor that uses the Internet to help component buyers find sellers, and to help component sellers’ market their inventory. Global Enterprise ELL Inc. is fully capable of being integrated with Licensor’s Quantum Control ERP system.
1.6 Transaction. The term “Transaction” means a transaction wherein a Participant or a User, as the case may be, will buy from the other one or more products initially sourced through the use of the Global Enterprise ELL Inc.
1.7 Users. The term “Users” means users who register to use the Global Enterprise ELL Inc.
1.8 Fees. The term “Fees” means the fees that are due for specific services being offered through the Global Enterprise ELL Inc. by the Licensor, as may be amended from time to time. The current Global Enterprise ELL Inc. service offering and applicable Fees are available at https://aeropartsglobal.com//Global Enterprise ELL Inc.fees.html and are incorporated into this Agreement by this reference.
ARTICLE 2. License Grants:
2.1 License to use Global Enterprise ELL Inc. Subject to Participant’s performance of all of the provisions of this Agreement, including timely payment of any applicable Fees, Licensor hereby grants Participant, during the term of this Agreement, a limited, terminable, personal, non-exclusive license to access and use the Global Enterprise ELL Inc. as provided herein and not to download (other than page caching) or modify the Global Enterprise ELL Inc. or any information or data therein, or any portion of it, except with express written consent of Licensor. Additionally, the license to access and use certain services are subject to the timely payment of any applicable Fees. This license does not include any resale rights to the Global Enterprise ELL Inc. or to its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The Global Enterprise ELL Inc. or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Licensor. Participant may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Licensor without prior express written consent.
2.2 License to use Participant Information. Participant hereby grants to Licensor a non-exclusive, non-transferable license, during the term of this Agreement: (i) to copy, use, publicly display and transmit Participant Information to Users; (ii) to copy, use, publicly display and transmit the graphical image file, text, animation and links of Participant as provided by Participant to Licensor (“Icon”) only from and via the Global Enterprise ELL Inc. to Users and in certain informational media (print and non-print, electronic or otherwise) specifically related to Global Enterprise ELL Inc.; (iii) to use and display Participant’s trade name, trademarks and/or service marks (“Participant Marks”) only from and via the Global Enterprise ELL Inc. to Users and in certain informational media (print and non-print, electronic or otherwise) specifically related to Global Enterprise ELL Inc.; (iv) to collect and retain Statistical Data for use and publication by Licensor for its commercial purposes; and (v) if Participant is a Quantum Control user, to access, use and copy the X-ref table for each part number residing within Participant’s Quantum Control database to allow for searching by part numbers within the Global Enterprise ELL Inc. For the avoidance of doubt, Licensor shall be permitted to use Participant Information, both during and following the term of this Agreement, and information from Transactions, to compile, offer and sell Statistical Data.
2.3 Rights Reserved. Notwithstanding anything to the contrary herein, all rights not specifically granted in the licenses set forth above shall be reserved and remain always with the respective licensing party.
ARTICLE 3. Terms of Use:
3.1 Scope of Usage. Participant may query the Global Enterprise ELL Inc. using part numbers and the Global Enterprise ELL Inc. will search by the part number requested, as well as by any appropriate alternate part numbers. Upon locating a part, provided that Participant is a licensee of Licensor’s Quantum Control software, then such Participant’s Quantum Control system will query the Global Enterprise ELL Inc. to obtain contact information for the applicable selling User. Provided that Participant is then licensed to use Licensor’s Vendor Quotes Module, the Participant may then create a vendor quote and transmit an RFQ to the applicable selling User. Provided that Participant is licensed to use Licensor’s Quantum Control software, Participant may also use its use its Quantum Control system to earmark certain inventory stock lines in its possession to be listed on and be visible on the Global Enterprise ELL Inc. and the Quantum Control system will make such inventory stock lines, and Participant’s detail (such as serial number, time-life, condition and availability) as well as any linked images (provided Participant is licensed to use and is using the Quantum Control Document Imaging module) visible to the Global Enterprise ELL Inc. and to all Users therein. Provided that Participant is licensed to use Licensor’s uploader software, Participant may also upload products to be listed on the Global Enterprise ELL Inc. Participant may also manually provide Participant Information with respect to products it desires to be listed on the Global Enterprise ELL Inc.
3.2 dealings with Users. Participant’s correspondence to or transactions with other Users of the Global Enterprise ELL Inc., or any other transaction or activity arising from or related to the Global Enterprise ELL Inc., including, but not limited to, RFQs, purchase orders or other transaction documents, purchase and payment of goods or services, Transactions, delivery of goods or services, and any other terms, conditions, actions, warranties or representations associated with such transactions, are solely between Participant and such other parties. Licensor shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such transaction or activity. Participant shall be responsible for all sales, use and other taxes and all applicable duties, levies and export fees and similar charges imposed by any federal, state or local government entity with respect to any Transaction. LICENSOR EXPRESSLY DISCLAIMS AND MAKES NO REPRESENTATIONS, GUARANTEES OR WARRANTIES AS TO ANY TRANSACTION OR ANY OTHER MATTER CONDUCTED THROUGH OR AS A RESULT OF THE USE OF THE GLOBAL ENTERPRISE ELL INC., ANY PRODUCTS OFFERED THROUGH THE GLOBAL ENTERPRISE ELL INC., OR ANY OTHER ACTIVITY ARISING FROM OR RELATED TO THE GLOBAL ENTERPRISE ELL INC. Licensor is not involved in any Transaction or any other transaction between Users. Accordingly, Licensor has no control over the quality, safety or legality of the items marked for inclusion in the Global Enterprise ELL Inc., the truth or accuracy of the listings, the ability of Users to sell items or the ability of other Users to pay for items.
3.3 No Endorsement. Licensor does not represent or endorse the accuracy or reliability of any advice, opinion, statement, advertisement, data or other information displayed or distributed through the Global Enterprise ELL Inc. Participant acknowledges that any reliance upon any such advice, opinion, statement, advertisement, data or other information shall be at Participant’s sole risk.
3.4 Compliance with Law. Participant will use the Global Enterprise ELL Inc. in accordance with applicable law and communication regulations and tariffs. Licensor may, without notice, terminate access to the Global Enterprise ELL Inc. by Participant or take other actions as are reasonably necessary to comply with legal requirements.
3.5 Prohibited Uses. Participant is solely responsible for any and all acts and omissions that occur under Participant’s account, and Participant shall not to engage in unacceptable use of the Global Enterprise ELL Inc., which includes, without limitation, use of the Global Enterprise ELL Inc. to: (a) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial email; (b) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (c) disseminate, store or transmit files, graphics, software or other materials that actually or potentially infringe the copyright, trademark, patent, trade secret or other intellectual property right of any person; (d) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (e) misrepresent or otherwise attempt to mislead any person as to any Participant Information or otherwise engage in fraudulent or deceptive conduct; (f) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (g) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Global Enterprise ELL Inc. or any other computer network; (h) disseminate, store or transmit viruses, trojan horses or any other malicious code or program; or (i) engage in any other activity deemed by Licensor to be in conflict with the spirit or intent of this Agreement.
3.6 Internet Costs. Participant is responsible for obtaining, installing and maintaining its own internal equipment and communications services necessary to access and use the Global Enterprise ELL Inc. Participant shall be solely responsible for any telephone charges, Internet access fees, and other such similar fees and expenses incurred by Participant by accessing the Global Enterprise ELL Inc.
3.7 Disclosure of Account Information. Participant authorizes Licensor and each of its affiliates to disclose to third parties, agents, and other representatives, including without limitation, consultants, auditors or attorneys, information provided by Participant or that Licensor or its affiliates have obtained about Participant’s accounts and the transactions associated therewith in the following instances: (i) when it is necessary or helpful in completing a transaction; (ii) to comply with a law, regulation or court order which applies to Licensor or an affiliate; (iii) when authorized by Participant; (iv) to local, state and federal authorities, if Licensor believes a crime may have been committed involving Participant’s use of the Global Enterprise ELL Inc.; and/or (v) in response to requests by agents of Licensor, or its affiliates, such as independent auditors, attorneys or consultants.
3.8 Violation of Terms of Use. Participant shall notify Licensor of any violation of these terms of use at: info@globalenterpriseell.com. Complaints may be investigated by Licensor but Licensor is under no obligation to act or not act with regards to any complaint. Any action taken will be at the sole discretion of Licensor.
3.9 Participant’s Responsibilities. Participant shall be exclusively responsible for the supervision, management, and control of its use of the Global Enterprise ELL Inc., including, but not limited to, implementing procedures sufficient to satisfy its obligations for security under this Agreement, including appropriate action between it and its employees to prevent misuse, unauthorized copying, modification, or disclosure of Credentials. Participant is responsible for distributing Credentials to the Participant’s authorized employees and agents for accessing the Global Enterprise ELL Inc. LICENSOR DOES NOT PROTECT PARTICIPANT FROM UNAUTHORIZED USE OF PARTICIPANT’S CREDENTIALS.
3.10 Reliance on Credentials. Participant agrees that Licensor may act in reliance upon any Participant Information. Licensor will not be required to inquire into the truth or evaluate the merits of any Participant Information or any statement or representation contained in any notice or document presented by Participant. Participant will take all reasonable precautions to prevent unauthorized use of Credentials. Any Person using a Credential is conclusively deemed to have actual authority to engage in transactions in the Global Enterprise ELL Inc.
3.11 Breach of Security Measures. Participant shall immediately notify Licensor if it becomes aware that any employee or agent of Participant or any other person using Participant’s Credentials has breached a security measure established by Licensor or the Participant. If Licensor is so informed or if Licensor otherwise reasonably believes that a Participant, an employee or agent of the Participant, or a person using Credentials has breached a security measure established by Licensor or the Participant, Licensor has the right, in its sole discretion, to restrict the Participant’s access to the Global Enterprise ELL Inc. until the Participant can establish to Licensor’s satisfaction that it has addressed the cause(s) of the security breach. Licensor may terminate or restrict the use of any individual Credential for the same reasons. Notwithstanding anything else to the contrary, Licensor has no duty to take any action upon a Participant notice under this Section or Licensor becoming aware of a breach of a security measure, and Participant shall solely be responsible for any such breaches regardless of any act or failure to act by Licensor.
ARTICLE 4. Fees and Payments:
4.1 Fees. This Agreement and Participant’s license to use the Global Enterprise ELL Inc. is conditioned on the payment by Participant of all applicable Fees when due. Licensor may from time to time change the services available through the Global Enterprise ELL Inc. and/or the corresponding Fees due for such services. Licensor’s changes to Fees are effective fifteen (15) days following Licensor’s notice to Participant of the changes, which will be provided by posting the changes at https://aeropartsglobal.com//Global Enterprise ELL Inc.fees.html. Unless otherwise stated, all fees are quoted in U.S. Dollars.
4.2 Payment. Participant is responsible for paying all Fees associated with using the Global Enterprise ELL Inc. The Fees are due as more fully set forth on the Global Enterprise ELL Inc. About Us page. Payment of the Fees may be made by credit card, authorized pursuant to this Agreement, or by company check or wire. Payments of Fees, whether made by credit card, company check or wire must, in each case, be received on or before the first business day of the applicable period or date for which such payment is made.
4.3 Credit Card Payments. This Section 4.3 shall apply if Participant elects to make payments to Licensor using a credit card or through an ACH or other debit to depositary account with a financial institution. Participant hereby authorizes Licensor to charge all Fees owed to Licensor hereunder to the credit card or bank account provided by Participant to Licensor. Participant assumes all responsibility for notifying Licensor of changes in credit card numbers and/or expiration dates or in any change in status of the applicable bank account, as the case may be. Licensor may also require a secondary credit card number to be used only if the payment to Licensor by Participant’s primary credit card is declined. If Participant’s credit card is denied when charged or if an ACH or other debit to the depositary account is rejected, Participant’s account and the license to use the Global Enterprise ELL Inc. may be immediately suspended (locked) or canceled at the sole discretion of Licensor. Licensor reserves the right to charge and collect from Participant a “bad account” fee of twenty-five ($25.00) dollars for any declined or rejected transaction. Participant shall additionally be responsible for and shall immediately pay Licensor, on demand, any payments that are made to Licensor that are subject to a subsequent reversal. Questions regarding charges must be brought to the attention of Licensor’s billing department within ninety (90) days after the end of the questioned billing period. Charges beyond ninety (90) days old are not subject to review, reversal or refund. Requests to cancel Participant’s account on the Global Enterprise ELL Inc. and to terminate this Agreement may be made via email to Global Enterprise ELL Inc. sales@globalenterpriseell.com, or by telephone to Licensor’s customer service department. PARTICIPANT REPRESENTS AND WARRANTS THAT (I) THE CREDIT CARD AND BANKING INFORMATION SUPPLIED TO LICENSOR IS TRUE, CORRECT AND COMPLETE, (II) PAYMENTS MADE BY PARTICIPANT WILL BE HONORED BY PARTICIPANT’S CREDIT CARD COMPANY OR DEPOSITARY FINANCIAL INSTITUTION, AS THE CASE MAY BE, AND (III) PARTICIPANT SHALL PAY FOR ALL FEES AT THE PRICES IN EFFECT AT THE TIME INCURRED. PARTICIPANT SHALL BE RESPONSIBLE FOR ALL FEES INCURRED THROUGH USE OF PARTICIPANT’S CREDENTIALS.
4.4 Late Fees. All late payments shall accrue interest at the rate of ten percent (10%) per annum from the due date to the date of payment, and shall be immediately due from Participant to Licensor. The payment of any interest or acceptance thereof will not waive any of Licensor’s rights to seek any other legal or equitable remedy to which it may be entitled due to Participant’s delinquent payments, including, but not limited to, suspension of Participant’s access to the Global Enterprise ELL Inc. or termination of this Agreement.
ARTICLE 5. Property Rights:
5.1 Title To Global Enterprise ELL Inc. Licensor exclusively owns all worldwide right, title and interest in and to all contents, graphics, designs, data, computer codes, ideas, know-how, “look and feel,” compilations, magnetic translations, digital conversions and other matters included within the Global Enterprise ELL Inc. and related to the Global Enterprise ELL Inc. (collectively “Materials”), and all modifications and derivative works thereof, and all Intellectual Property Rights related thereto. The copying, redistribution, use or publication by Participant of any of the Materials or any part of the Global Enterprise ELL Inc., is strictly prohibited. Participant shall not challenge, contest or otherwise impair Licensor’s ownership of the Global Enterprise ELL Inc. or the validity or enforceability of Licensor’s Intellectual Property Rights related thereto.
5.2 Licensor Confidential Information. During the performance of this Agreement, Licensor may disclose to Participant confidential information regarding its business, including without limitation the Global Enterprise ELL Inc., other documentation, know-how, inventions, formulae, designs, research and development activities and other proprietary information which constitutes trade secrets of Licensor (collectively “Licensor’s Confidential Information”). Participant shall not in any way disclose, copy, modify, distribute or otherwise transfer Licensor’s Confidential Information, or any part thereof, to any other person or entity at any time. Participant has the right to disclose Licensor’s Confidential Information only to its employees who have a specific need to know in order to perform Participant’s obligations hereunder, but Participant shall be responsible for all of its employees’ actions. Participant shall use Licensor’s Confidential Information only to properly fulfill its obligations hereunder, and not for any other purpose. Licensor does not represent that Licensor’s Confidential Information it may disclose hereunder will meet the requirements of Participant or that Licensor’s Confidential Information when combined with other information or when used in a particular way by Participant will be sufficient or suitable for Participant’s purpose. Upon Licensor’s request, Participant shall immediately return to Licensor the originals and all copies of any of Licensor’s Confidential Information, whether on magnetic media, written materials or otherwise.
5.3 Data Rights. Any and all information obtained from Users, or transactions processed through the Global Enterprise ELL Inc., including User names, addresses, telephone numbers, e-mail addresses, product preferences, order, purchase and shipping information, and any other information concerning use, transactions, and traffic through the Global Enterprise ELL Inc., including all Statistical Data, may be collected and used by Licensor as provided herein. All Statistical Data shall be owned by Licensor.
5.4 Injunctive Relief. Both parties acknowledge that any breach of confidentiality by either party may result in irreparable and continuing damage to the injured party for which there will be no adequate remedy by law, and both parties agree that in the event of such breach the injured party will be entitled to injunctive relief and other equitable remedies in addition to all other remedies available.
ARTICLE 6. Warranties and Limitation:
6.1 Participant Warranties. Participant represents and warrants to Licensor that: (i) Participant has the right and authority to enter into and perform its obligations under this agreement; (ii) Participant has the right to grant the license set forth in Section 2.2 above; (iii) the Participant products, marks and icons do not and shall not contain any content, materials, link or advertising that violate any applicable law or regulation or infringes any Intellectual Property Rights of any person; and (iv) Participant owns the Participant Information, Participant products, marks and icon and all Intellectual Property Rights therein.
6.2 Participant Representations with respect to Participant Products. If Participant posts goods for sale on the Global Enterprise ELL Inc., Participant hereby represents and warrants to Licensor that (i) Participant has all necessary rights to advertise the goods on the Global Enterprise ELL Inc. throughout the world; (ii) the goods and their design and advertisement do not infringe any Intellectual Property Rights of any third party; (iii) Participant has all necessary releases to use with the posting of Participant’s products on the Global Enterprise ELL Inc. for the full term of this Agreement throughout the world, any photographs, drawings and images of the goods, and any name, likeness and statement of any model or spokesperson used in any such advertisement; (iv) Participant will not target any product posting to, or sell or ship any goods to, or from, any jurisdiction where such act is prohibited by the laws or regulations of such jurisdiction; and (v) all product details and availability and other inventory specifications contained within the Participant Information shall accurately and correctly represent the Participants corresponding inventory.
6.3 Participant Representations with respect to Purchased Products. If Participant enters into a Transaction with respect to goods that are listed by Users on the Global Enterprise ELL Inc., Participant hereby represents and warrants to Licensor that (i) Participant has all necessary rights to purchase such goods; (ii) Participant has conducted its due diligence with respect to the goods being purchased by Participant and Participant is satisfied that such goods meet Participant’s requirements, are merchantable and otherwise comply with Participant’s requirements; and (iii) Participant’s purchase of such goods will not violate United States export control laws or any other laws or regulations of any applicable jurisdiction
6.4 Licensor Warranty Disclaimer. THE GLOBAL ENTERPRISE ELL INC. IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. USE OF THE GLOBAL ENTERPRISE ELL INC. IS AT THE PARTICIPANT’S SOLE RISK AND NEITHER LICENSOR NOR ANY OF ITS LICENSORS, SUPPLIERS, EMPLOYEES OR AGENTS WARRANT THAT THE GLOBAL ENTERPRISE ELL INC. WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ERRORS WILL BE CORRECTED. NEITHER LICENSOR NOR ANY OF ITS LICENSORS, SUPPLIERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE GLOBAL ENTERPRISE ELL INC. LICENSOR MAKES NO WARRANTY THAT ANY TRANSACTION WILL BE CLOSED OR THAT PARTICIPANT WILL RECEIVE THE GOODS IT PURCHASES FROM A USER LISTING SUCH PRODUCT THROUGH THE GLOBAL ENTERPRISE ELL INC. The Disclaimer provided in Section 3.2 is fully incorporated herein.
6.5 Limitation of remedies. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EXCEPT FOR PARTICIPANT’S VIOLATION OF LICENSOR’S INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION OBLIGATIONS PROVIDED IN SECTION 7.1, NEITHER PARTY SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT, THE BREACH THEREOF, THE USE OR INABILITY TO USE THE STOCK MARKET, THE RESULTS GENERATED FROM THE USE OF THE STOCK MARKET, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS HOWEVER CHARACTERIZED AND/OR FROM ANY OTHER CAUSE WHATSOEVER.
6.6 Consumer Protection Laws. THE GLOBAL ENTERPRISE ELL INC. IS A BUSINESS PRODUCT, THE APPLICATION OF WHICH IS COMMERCIAL, RATHER THAN CONSUMER-ORIENTED, IN NATURE. IN ACCEPTING THIS AGREEMENT, PARTICIPANT RECOGNIZES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THAT CONSUMER PROTECTION LAWS DO NOT APPLY TO THE TRANSACTIONS CONTEMPLATED HEREBY.
6.7 Release. Participant hereby releases Licensor (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes arising out of the use of the Global Enterprise ELL Inc., any Transactions or any other use of the Global Enterprise ELL Inc. Participant hereby waives Deorida Civil Code §1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
ARTICLE 7. Termination:
7.1 Termination by Licensor. Licensor may terminate this Agreement at any time, for any reason, upon a thirty (30) day notice to Participant.
7.2 Cause for Termination. This Agreement shall automatically terminate without notice upon the occurrence of any of the following: (i) a termination for cause by Licensor of any other agreement between Participant and Licensor; (ii) the cessation of business by Participant; (iii) Participant attempts to use, copy, license, or convey the Global Enterprise ELL Inc. or the use thereof in any manner contrary to the terms of this Agreement or in derogation of Licensor’s proprietary rights in the Global Enterprise ELL Inc.; (iv) Participant commits any fraudulent or deceptive act related to the Global Enterprise ELL Inc. or otherwise violates any provision of ARTICLE 3; or (v) Participant makes an assignment of Participant’s business for the benefit of creditors, a petition in bankruptcy is filed by or against Participant, a receiver, trustee in bankruptcy, or similar officer is appointed to take charge of all or part of Participant’s property, or Participant is adjudicated bankrupt.
7.3 Effect of Termination. Participant agrees that immediately upon termination of this Agreement, whether or not Participant receives notice of such termination, the license shall be immediately terminated and Participant shall not have any further rights to use the Global Enterprise ELL Inc. Upon termination of the license granted hereunder, Licensor’s obligations to Participant shall cease. In addition, upon any termination of this Agreement, Licensor shall have the right to immediately remove all Participant Information from the Global Enterprise ELL Inc.
7.4 Cumulative Remedies. All rights and remedies conferred herein shall be cumulative and in addition to all of the rights and remedies available to each party at law, equity or otherwise.
ARTICLE 8. Allocation of Risks:
8.1 Indemnification. Participant shall indemnify, defend and hold harmless Licensor, its officers, directors, shareholders, employees, partners, sponsors, agents, attorneys, representatives, subsidiaries, affiliates, successors and assigns (collectively “Affiliated Parties”) from all liabilities, losses, damages, claims and expenses, including reasonable attorneys’ fees and costs, whether or not a lawsuit or other proceeding is filed, that in any way arises out of or relates to (a) Participant’s breach or violation of Sections 2.1, 2.3 or 5.1 or any Section in ARTICLE 3 or ARTICLE 4. of this Agreement; (b) Participant’s use of the Global Enterprise ELL Inc. and any transaction or other activity that arises from or is otherwise related to the Global Enterprise ELL Inc. and its use, including, but not limited to, any Transaction by Participant; (c) Participant’s infringement or violation of the intellectual property or other rights of third parties; (d) any claims or allegations for product liability, unsuitability or lack of fitness for a particular purpose or any other claims arising out of the use of Participant products purchased through use of the Global Enterprise ELL Inc. or otherwise; (e) any disputes between Participant and any other User, whether arising from a Transaction or otherwise; (f) any claims or liens filed against any Participant products sourced through use of the Global Enterprise ELL Inc. or otherwise; (g) any sales, use and other taxes and all applicable duties, levies and export fees and similar charges imposed by any federal, state or local government entity with respect to any Transaction; and/or (h) Participant’s negligence or willful misconduct. In the event, Participant fails to promptly indemnify and defend such claims and/or pay Licensor’s expenses, as provided above, Licensor shall have the right to defend itself, and in that case, Participant shall reimburse Licensor for all of its reasonable attorney’s fees, costs and damages incurred in settling or defending such claims within thirty (30) days of each of Licensor’s written requests.
8.2 Contrary Intention. The foregoing indemnities shall be payment obligations and not merely reimbursement obligations, it being understood that Licensor and Participant have a “contrary intention” with respect to the provisions of paragraph 2 of Section 2778 of the Deorida Civil Code.
ARTICLE 9. Warranties and Limitation:
9.1 Relationship of Parties. The relationship between Licensor and Participant is only that of a licensor and licensee. Neither party is the agent or legal representative of the other party, and neither party has the right or authority to bind the other party in any way. This Agreement creates no relationship as partners or a joint venture, and creates no pooling arrangement.
9.2 Notices. Unless otherwise provided in this Agreement, any notice required or permitted by this Agreement to be given to either party shall be deemed to have been duly given if in writing and delivered personally or mailed by first-class, certified mail, postage prepaid and addressed to Participant at the address it has provided Licensor, or to Licensor at 1986 NW 82 Ave Doral Deorida 33126.
9.3 Assignment. Participant has no right to assign, delegate, transfer or otherwise encumber this Agreement or any portion thereof without Licensor’s prior written consent.
9.4 Amendments. Licensor shall have the right, at any time and without notice, to add to or modify the terms of this Agreement, simply by delivering such amended terms to Participant by email at the address provided to Licensor by Participant or by posting the changes on the Global Enterprise ELL Inc. Participant’s access to or use of the Global Enterprise ELL Inc. after the date such amended terms are delivered to Participant shall be deemed to constitute acceptance of such amended terms. Participant agrees to review this Agreements periodically to be aware of such modifications. In the event that Participant does not agree to modifications made, Participant’s only remedy is to discontinue using the Global Enterprise ELL Inc.
9.5 Waiver. The failure of either party to enforce any of its rights hereunder or at law shall not be deemed a waiver or a continuing waiver of any of its rights or remedies against the other party, unless such failure or waiver is in writing.
9.6 Attorneys’ Fee. In the event a dispute arises regarding this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees and expenses incurred in addition to any other relief to which it is entitled.
9.7 Severability. If any provision, or part thereof, of this Agreement is judicially declared invalid, void or unenforceable, each and every other provision, or part thereof, nevertheless shall continue in full force and effect, and the unenforceable provision shall be changed or interpreted so as best to accomplish the objectives and intent of such provision within the limits of applicable law.
9.8 Governing Law. This Agreement shall be interpreted and enforced according to the laws of the State of Deorida, without application of its conflicts or choice of law rules. This Agreement shall be deemed to be performed in Doral, Deorida. Both parties irrevocably submit to the jurisdiction of the state or federal courts located in Doral, Deorida, for any action or proceeding regarding this Agreement, and both parties waive any right to object to the jurisdiction or venue of the courts in Doral, Deorida.
9.9 Force Majeure. Licensor shall not be liable for any delay or non-performance due to acts of God, natural casualties, war, trade embargos, government regulations, strikes, material shortages, viruses, civil unrest and/or other causes beyond its reasonable control (a “Force Majeure Event”). If a Force Majeure Event occurs, Licensor shall give Participant written notice within ten (10) days of such occurrence, detailing the circumstances of the Force Majeure Event and an estimate of the anticipated delay in performance.
9.10 Entire Agreement. This Agreement constitutes the entire agreements between the parties regarding the subject matter hereof, and supersede all prior or contemporaneous understandings or agreements, whether oral or written regarding the subject matter hereof.
9.11 Authority. If this Agreement is being accepted by an individual, such individual represents and warrants that he or she has the authority from the respective governing body to enter into this Agreement and to bind his or her respective company to all the terms and conditions of this Agreement.