DIGITAL DOWNLOAD LICENSE AGREEMENT

Quick Summary:

Licensed for Private Use Only (not for distribution or resale). Only one physical printout can be made per person, per digital file. A license must be purchased in order to print and use for such purposes as a school, repair store, or training service. The PDF file and images may NOT be sold, distributed, published to an online gallery, hosted on a website, or placed on any server in a way that makes it available to the general public.

Full Legal Form:

DIGITAL CONTENT LICENSE AGREEMENT

PLEASE READ CAREFULLY BEFORE DOWNLOADING THE DIGITAL CONTENT (AS DEFINED BELOW).

THIS LICENSE AGREEMENT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND REPAIR X LLC. In this Agreement, we refer to the operating company subsidiary of Repair X LLC as Repair X, “we”, “us” or “our” and you as the “Customer”, “you” or “your.” WE ARE NOT IN A POSITION TO OFFER GUIDANCE ON EACH INDIVIDUAL USE OF THE DIGITAL CONTENT. PLEASE CONSULT INDEPENDENT LEGAL RESOURCES IN CASES WHERE YOU ARE UNCERTAIN ABOUT INTENDED USAGE. SUPPLEMENTARY RIGHTS MAY NEED TO BE ACQUIRED IN SOME CASES.

A. ACCEPTANCE:

1. YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET OUT IN THIS LICENSE AGREEMENT;
2. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY, YOU REPRESENT AND WARRANT TO REPAIR X THAT YOU HAVE FULL AUTHORITY TO BIND SUCH COMPANY; AND

3. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD THIS DIGITAL CONTENT.

B. LICENSE:

1. Through our Services, you will be provided with images, photographs, templates, animations, video, audio, music, text and "applets", and "online" or electronic documentation (together called the "Digital Content").
2. You may use and modify the Digital Content in accordance with the terms of this License Agreement.

3. Any supplemental supporting materials provided to you as part of support services for the Digital Content shall be considered part of the Digital Content and are subject to the terms and conditions of this License Agreement.
4. The copyright and all other rights to the Digital Content shall remain with our licensors.

C. PERMITTED USE OF DIGITAL CONTENT:

YOU MAY incorporate the Digital Content into your own repair training or learning programs provided that:

1. The Digital Content is incorporated for viewing purposes only and no permission is given to download or save the Digital Content for any reason; and

2. You purchase a license to use the Digital Content in a way that distributes multiple physical copies of the content to students, employees or co-workers within your company.

D. UNAUTHORIZED USES OF DIGITAL CONTENT:

YOU MAY NOT:

1. Post web pages containing the Digital Content on servers other than those owned or operated by Repair X or our suppliers;

Use the Digital Content for commercial purpose, if you did not purchase a license;
Use the Digital Content to create more than 1 printed or “hard copy” verison;
Use the Digital Content in electronic format, on-line or in multimedia applications unless the Digital

Content is incorporated for viewing purposes only within your company and no permission is given to download or save the Digital Content for any reason;

5. Use the Digital Content in Web page design whereby the Digital Content is in a format designed or intended for storage or re-use by others;
6. Use or permit the use of the Digital Content or any part thereof as a trademark or service mark, or claim any proprietary rights of any sort in the Digital Content or any part thereof;

7. Use the Digital Content with images of identifiable individuals, products or entities in a manner that suggests their association with or endorsement of any product or service;
8. Create scandalous, obscene, defamatory or immoral works using the Digital Content, nor use the Digital Content for any other purpose which is prohibited by law;
9. Translate, reverse engineer, decompile, or disassemble the Digital Content;
10. Rent, lease, assign, transfer or redistribute the Digital Content or a copy thereof, to another person or legal entity; or
11. Use the Digital Content or make copies of it except as permitted in this License Agreement.

TERM:

This License Agreement shall remain in effect only for so long as you:
Are in compliance with the terms and conditions of this agreement; and
Pay for the Services provided by Repair X.
You agree, upon termination, to cease using and destroy all copies of the Digital Content.

Section D above and the Limitations of Warranties and Liability set out below shall continue in force

1.
i.
ii.
2.
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even after any termination.

F. LIMITATION OF WARRANTIES AND LIABILITY:

THE DIGITAL CONTENT IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE DIGITAL CONTENT IS ASSUMED BY YOU. NEITHER WE NOR OUR DEALERS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. WE ARE ALSO NOT RESPONSIBLE FOR CLAIMS BY A THIRD PARTY. OUR MAXIMUM AGGREGATE LIABILITY TO YOU AND THAT OF OUR DEALERS AND SUPPLIERS SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR ONE MONTH’S ACCESS TO OUR SERVICES. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR A FUNDAMENTAL BREACH. SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

G. INDEMNIFICATION:

YOU SHALL INDEMNIFY REPAIR X, OUR LICENSORS, PROVIDERS, SUPPLIERS OR AFFILIATES AGAINST ANY LOSSES, EXPENSES, COSTS OR DAMAGES INCURRED BY ANY OR ALL OF THEM AS A RESULT OF YOUR BREACH OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, OR YOUR UNAUTHORIZED USE OF THE DIGITAL CONTENT AND RELATED RIGHTS.

I. GENERAL:

1. In the event that Repair X notifies you that certain components of the Digital Content may no longer be used (for whatever reason), then such components cannot be used as part of a web site design or template layout, nor can they be used in any other larger work. If you receive such notification, you agree to cease using and destroy all copies of those components of the Digital Content identified by Repair X in your possession or control.

2. This License Agreement is the entire agreement between us, superseding any other agreement or discussions, oral or written, and may not be changed except by a signed agreement.
3. This License Agreement shall be governed by and construed in accordance with the laws of the State of Virginia.
4. If any provision of this License Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the License Agreement and the other provisions shall remain in full force and effect.

Effective: May 1, 2020