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When you purchase the “Panama Relocation Guide” from Next Door LLC, a Texas limited liability company t/d/b/a Panama Relocation Tours (the “Company”), you are acknowledging that you understand and agree to be legally bound by the terms and conditions of this License Agreement (the “Agreement”).
1. License to Use Materials
You are getting access to a perpetual nonexclusive nontransferable nonsublicensable revocable license to use the written, audio, and visual materials (the “Materials”) for private non-commercial purposes. The Materials are located at or streamed from PanamaRelocationTours.com and other online locations (private Facebook group) designated by the Company (individually and collectively, the “Membership Area”). The license does not grant you the right to make comments on the website. This license expressly excludes all other Company memberships, their materials, and other products for which you have not paid separate membership fees or other fees.
You understand and agree the copyrights for the Materials are owned solely by the Company, and you are getting access to a Membership that includes this license, you do not acquire any intellectual property ownership of the Materials.
YOU AGREE TO KEEP CONFIDENTIAL THE PROPRIETARY DATA AND INFORMATION YOU RECEIVE IN THE MATERIALS AND AGREE NOT TO PUBLISH, SHARE, RESELL, DISTRIBUTE, OR SUMMARIZE THEM FOR OTHERS’ USE IN ANY WAY. THE INFORMATION CANNOT BE USED IN BLOGS, VLOGS, OR OTHER SOCIAL MEDIA.
YOU ALSO AGREE THAT FOR TWENTY (20) YEARS FROM THE DATE OF ACCESS TO THESE MATERIALS, YOU WILL NOT USE THE INFORMATION YOU LEARN IN THE MATERIALS TO START OR OPERATE A VENTURE THAT DIRECTLY OR INDIRECTLY COMPETES WITH THE COMPANY’S PANAMA RELOCATION TOURS PRODUCTS OR RELOCATION SERVICES OR CONSULTATION. THIS NON-COMPETE AGREEMENT SHALL SURVIVE TERMINATIONS OF THIS AGREEMENT.
You understand the Materials/Information: (a) remain the sole and exclusive property of the Company, which retains all rights thereto; (b) can not be resold by you or otherwise distributed with or without consideration; (c) will not be made available by you to any other person outside your household; (d) will not be reproduced or summarized in any manner; and (e) will be destroyed or returned to the Company immediately upon demand should you violate any of these terms or conditions.
If the Company requests destruction of the Materials upon termination of this Agreement for any reason, you agree to furnish the Company with an Affidavit of Destruction in a form satisfactory to the Company acknowledging your destruction of all Materials in your possession within seven (7) business days of the termination.
If you violate the terms and conditions of this Agreement, the Company may pursue civil and/or criminal prosecution against you.
The term of this license to use the Materials shall cease immediately upon the earlier of: (a) the termination of Membership access for nonpayment of any portion of the Membership fee; or (b) upon your violation of the terms or conditions of this Agreement.
You will not, at any time during or after the effective term of this Agreement, dispute or contest, directly or indirectly, the Company’s exclusive right and title to the Materials and/or the copyrights or the validity thereof. The Company, however, makes no representation or warranty with respect to the validity of any trademark or copyright that may issue or be granted therefrom.
You acknowledge the Materials and the copyrights have acquired secondary meaning.
You agree your use of the Materials inures to the benefit of the Company and you shall not acquire any rights in the Materials and/or the trademarks and copyrights.
If this license is revoked, you acknowledge all of your rights under this Agreement and use of the Membership Area, the Materials shall immediately discontinue, at no cost whatsoever to the Company. If your license is revoked, you are still bound by the non-disclosure and non-compete agreement for twenty years.
You recognize the value of the goodwill associated with the Materials and acknowledge the Materials, and all rights therein including the goodwill pertaining thereto, belong exclusively to the Company.
The Company shall have the sole and exclusive right, in its discretion, to prosecute lawsuits against third persons for infringement of the rights licensed in this Agreement. All sums recovered in any such lawsuits, whether by judgment, settlement or otherwise, in excess of the amount of reasonable attorneys’ fees and other out of pocket expenses of such suit, shall be retained solely by the Company.
You will fully cooperate with the Company in the prosecution of any such suit against a third party and shall execute all papers, testify on all matters, and otherwise cooperate in every way necessary and desirable for the prosecution of any such lawsuit.
2. Access to Written Materials, Video, and Audio Recordings
You may access the Materials by logging into the Membership Area by using your email address and password. You are allowed to log in from only two electronic devices (computer, tablet, smart phone, etc.) at a time. Do not share your login credentials with anyone outside your household.
Any Membership access to written content, video recordings, or audio recordings as part of the Materials in the Membership Area is solely for convenience. The Company does not promise to make any such written content or recordings available and reserves the right to delete any written content or recording within the Membership Area at any time for any reason. Membership does not include access to make comments on the website if the Company deems them inappropriate.
In addition, the Company reserves the right to unilaterally terminate online access to the Materials at any time if you violate this agreement.
3. No Access to The Company’s Founder
The Membership does not include individual (1:1) access to Company founder Jackie Lange. Issues concerning the Membership should be addressed to the Company’s Membership services representatives instead of attempting to contact Ms. Lange. You can contact membership services on our website.
4. Term & Cancellation
Term
This Agreement commences upon the date you initially purchased and/or acquired access to the Membership, and shall continue until the earlier of: (a) the termination of Membership access for nonpayment of any portion of the Membership fee; or (b) upon your violation of the terms or conditions of this Agreement.
5. Membership Fees
You agree to pay the Membership fee in full in advance.
6. Method of Payment
You agree and represent that all information you provide for the purpose of becoming and staying a Membership participant will be accurate, complete, and current.
You expressly authorize the Company to charge your credit card, debit card, or PayPal account for any and all applicable fees associated with your Membership hereunder
7. Disclaimers
You understand and agree there are important risk factors that should be considered by you when deciding whether to purchase a Membership from the Company. The following disclaimers apply to the extent the Materials and/or our communications with you.
Testimonials, Case Studies, and Examples
Membership testimonials, case studies, and examples are exceptional results, do not reflect the typical Membership participant’s experience, don’t apply to the average person, and are not intended to represent or guarantee anyone will achieve the same or similar results. If we have disclosed typical results based on information provided to us by a peer-reviewed scientific study or other reputable third party source, you should presume the typical results as stated are more reliable than the testimonials, case studies, and examples found on the Company’s websites, the Membership Area, the Materials, and in the Membership’s promotional content.
Your Success
You recognize and agree that we have made no implications, warranties, promises, suggestions, projections, representations, or guarantees whatsoever to you about the results you will achieve as a direct or indirect result of the Membership or the Materials. And we have not authorized any such projection, promise, or representation by others.
Any statements or examples only estimate what we think a Membership participant can do. There is no assurance you will do as well as stated in any examples. If you rely upon any statements or examples, you must accept the entire risk of not doing as well as the information provided.
There is no assurance that any prior successes or past results by others will apply, nor can any prior successes be used, as an indication of your future success or results from any of the information, content, or strategies.
Your success in using the information, strategies, and tactics provided in the Materials and our communications depends upon a variety of factors beyond our control (e.g. the economy). We also have no way of knowing how well you will do because we do not know you, your background, your work ethic, your dedication, your motivation, your desire, your skills, or your practices. Therefore, we do not guarantee or imply that you will make more money, become healthier, improve your relationships, etc.
Due Diligence
You should always perform due diligence and not take such results at face value. We are not responsible for any errors or omissions in typical results information supplied to us by third parties.
As-Is and As-Available
THE MEMBERSHIP, OUR COMMUNICATIONS, AND ACCESS TO THE MATERIALS ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE MEMBERSHIP AND THE INFORMATION YOU RECEIVE FROM US IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSES. THE COMPANY DOES NOT WARRANT THAT USE OF MEMBERSHIP MATERIALS, OR COMMUNICATIONS WITH US WILL BE ERROR-FREE OR UNINTERRUPTED. THE COMPANY IS NOT RESPONSIBLE FOR THIRD PARTY SOFTWARE INSTALLED OR USED BY YOU, THE MEMBERSHIP CLOUD PLATFORM’S OPERATION OR PERFORMANCE, THE PERFORMANCE OR OPERATION OF YOUR INTERNET SERVICE PROVIDER(S) USED TO ACCESS MEMBERSHIP MATERIALS AND COMMUNICATIONS, OR FOR THE OPERATION OR PERFORMANCE OF THE INTERNET.
Accuracy
Facts and information are believed to be accurate at the time they were placed in the Materials or otherwise communicated to you during your Membership. All information provided by the Company is to be used for informational purposes only. The Membership is only offered in jurisdictions where it may be legally offered. Information provided is not all-inclusive, and is limited to available information, and such information should not be relied upon as all-inclusive or accurate.
You agree to hold the Company, its principals, employees, and agents harmless from any and all liability for all claims for damages due to injuries, including attorney fees and costs, incurred by you or caused to third parties by you, arising out of the Membership, and/or activities discussed in the Materials or our communications with you, excepting only claims for gross negligence or intentional tort.
8. Limitation of Liability
IN NO EVENT SHALL THE COMPANY, ITS PRINCIPALS, EMPLOYEES, OR AGENTS BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND REGARDLESS OF THE CAUSE OF ACTION UPON WHICH ANY SUCH CLAIM IS BASED. IN NO EVENT SHALL LIABILITY OF THE COMPANY, ITS PRINCIPALS, EMPLOYEES, OR AGENTS FOR ANY REASON WHATSOEVER EXCEED THE TOTAL SUM PAID TO THE COMPANY BY YOU FOR THE MEMBERSHIP.
9. Non-Discrimination
The Company, its principals, employees, and agents do not discriminate in this Membership, other Memberships, or activities on the basis of race, color, national origin, citizenship status, ethnic origin, ancestry, age, religion, religious creed, physical or mental disability, handicap, sex, gender, gender identity, gender expression, sexual orientation, marital status, military status, veteran status, or any other characteristic protected under applicable law. When dealing with the Company, its principals, employees, agents, and other Membership participants, you also agree not to discriminate based on any of these characteristics.
10. Prohibited Conduct
You agree that you will only use your Membership, our communications, and the Materials for lawful purposes. This includes, but is not limited to, compliance with all applicable laws, rules, and regulations. The Company reserves the right to disclose your Membership account information to any government law enforcement agency that requests it without providing notice to you.
If you endorse or promote one of our competitors (with or without compensation) after you (a) attend one of our Panama Relocation Tours or (b) purchase access to the Online Complete Panama Relocation Guide, your license to use the Materials will be terminated immediately. This includes, but is not limited to, your losing access to (1) our private Facebook group and (2) the Online Guide. Notice of such termination shall be given to the last known email address we have for you or Facebook Messenger.
11. Refunds
All sales of the “Panama Relocation Guide” are final. No refunds will be issued.
12. Non-Disparagement
During and after the term of this Agreement, neither party to this Agreement nor anyone acting on their behalf shall make any derogatory or disparaging statements about the other, or its past or present direct or indirect parent companies or its past or present subsidiaries or affiliates, or any of its past or present officers, directors, employees, consultants, agents, representatives, successors or assigns, or directly or indirectly take any action which is intended to embarrass any of them. This provision for non-disparagement shall survive termination of this Agreement.
13. Force Majeure
The Company, its principals, employees, and agents shall not be liable for failure to perform any of the Company’s obligations under this Agreement during any period in which the Company cannot perform due to fire, earthquake, flood, or other natural disaster, epidemic, explosion, casualty, war, terrorism, embargo, riot, civil disturbance, act of public enemy, act of God, or the intervention of any government authority, or similar cause beyond the Company’s control.
14. Severability
If any part of this Agreement is declared void, this Agreement, to the maximum practicable extent, shall be construed without reference to that part. No term or provision of the Agreement shall be waived unless in writing and signed by the party waiving the provision, and any waiver shall apply only to the specific event or situation which it describes and shall not be continuing.
15. Relationship of the Parties
You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of this Agreement, use of the Membership Area, Materials, and/or our communications.
16. Governing Law, Venue, and Dispute Resolution
The Company’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of the Company’s right to comply with governmental, court and law enforcement. Use of the Membership Area is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this section.
This Agreement shall be governed and construed in accordance with the laws of the State of Texas applicable to Agreements made and to be performed in the State of Texas and in the Republic of Panama.
To the extent you have in any manner violated or threatened to violate the Company’s intellectual property rights, the Company may seek injunctive or other appropriate relief in any state or United States federal court, and/or the Republic of Panama, and you consent to exclusive jurisdiction and venue in such courts.
You agree any legal action or proceeding by you against the Company for any purpose will be submitted by you to confidential binding arbitration in Travis County, Texas, under the commercial rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so and/or the Republic of Panama. Any such claim brought by you under this Agreement may not be aggregated with other claims by you or third parties against the Company.
17. Waiver
No waiver by the Company of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.
18. Assignability and Sublicenses
You fully understand and agree the license granted hereunder is personal to you and shall not be assigned or sublicensed by any act by you or by operation of law unless with the prior written consent of the Company. You also understand and agree that this Agreement may be assigned by the Company to any successor in interest to the Company.
19. Headings and Construction
The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. All references to this Agreement and the words “herein”, “hereof”, “hereto” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision. This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against any Party hereto or the drafter(s) of this Agreement.
20. Entire Agreement and Modifications
This is the entire Agreement between the parties and may not be modified unless done so in a writing signed electronically or manually by duly authorized signatories of both parties.
Copyright © 2010-2024 Law Office of Michael E. Young PLLC, and licensed for use by Next Door, LLC t/d/b/a Panama Relocation Tours, Inc. All Rights Reserved. No portion of this License Agreement may be copied or used by anyone other than the licensee without the express written permission of the copyright owner.
