(248) 690 - 6317
(248) 690 - 6317
This License Agreement (the “Agreement”) is made by and between Mary Ann Seibold, an individual resident of Michigan, and Seibold & Associates Consulting Agency, LLC, a Michigan limited liability company (together, the “Licensor”), and each person or legal entity that (a) pays the license Fee displayed on Licensor’s applicable checkout page on Licensor’s website (seiboldconsultingagency.com) and (b) affirmatively selects the “I Agree” (or functionally equivalent) checkbox presented with this Agreement (such party, the “Licensee”).
The Agreement becomes effective on the date the Licensee completes both actions described above (the “Effective Date”). By performing those actions (“Clickwrap Acceptance”), the Licensee manifests assent to and electronically signs this Agreement under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., and the Michigan Uniform Electronic Transactions Act, MCL § 450.831 et seq.
This Agreement is binding on all purchases made through Licensor’s website. Each time a customer completes the Clickwrap Acceptance for any item of Licensed Content, that customer becomes a Licensee and a separate, binding license is formed incorporating:
this Agreement (as amended from time to time), and
the Fee, product description, and delivery method shown on the checkout page for that transaction.
All such individual licenses are cumulative; purchasing additional content does not amend or terminate earlier licenses.
For purposes of this Agreement, the following terms have the meanings set forth below. Capitalized terms used elsewhere shall have the meanings assigned to them in this Section.
“Clickwrap Acceptance” means Licensee’s combined act of (i) paying the Fee displayed on Licensor’s checkout page and (ii) selecting the “I Agree” (or functionally equivalent) checkbox presented with this Agreement.
“Authorized Use” means, upon timely payment of the Fee, the non-exclusive right for Licensee—and any of its employees, independent contractors, or wholly owned affiliates acting on its behalf (“Authorized Users”)—to store reasonable copies of the Licensed Content on Licensee-controlled systems; to translate or re-format the Licensed Content for stylistic or branding consistency; to deliver unlimited live or recorded presentations that incorporate the Licensed Content to external or internal audiences, provided the Licensed Content is not distributed in editable form; and to stream the Licensed Content through a secure, access-controlled platform. All other rights—including full reproduction, public posting, resale, sublicensing, or derivative works—constitute Unauthorized Use and require Licensor’s prior written consent.
“Effective Date” means the date on which Licensee completes the Clickwrap Acceptance.
“Fee” means the price displayed for the Licensed Content at the time Licensee completes the Clickwrap Acceptance.
“Intellectual Property Rights” means all worldwide rights in and to patents, copyrights, moral rights, trademarks, trade names, service marks, trade secrets, mask-work rights, database rights, publicity rights, and any other proprietary or intellectual-property rights, whether arising under statutory or common law, and whether registered or unregistered.
“Licensed Content” means the presentations, slide decks, speaking notes, handouts, and any supplements, updates, or derivative works thereof that are authored, owned, or otherwise controlled by Licensor and furnished to Licensee under this Agreement.
“Licensee” means the individual or entity that completes the Clickwrap Acceptance, together with its employees and Authorized Users.
“Licensor” means Mary Ann Seibold and Seibold & Associates Consulting Agency, LLC, collectively, and their respective successors and permitted assigns.
“Term” means the period commencing on the Effective Date and continuing until expiration or earlier termination of this Agreement pursuant to Section VI.
“Unauthorized Use” means any use, reproduction, display, performance, distribution, or other exploitation of the Licensed Content that is outside the scope of the Authorized Use or otherwise violates this Agreement.
Subject to and in consideration of Licensee’s full payment of the Fee, Licensor grants Licensee the Authorized Use of the Licensed Content for the Term under the conditions in this Agreement.
All rights not expressly granted are reserved. No derivative works, adaptations, public distribution, resale, or other exploitation of the Licensed Content are permitted without Licensor’s prior written consent. Any use outside the Authorized Use constitutes a material breach.
Licensor (and, where applicable, Mary Ann Seibold as author) retains all worldwide right, title, and interest in and to the Licensed Content, including all copyrights, moral rights, trade secrets, and any other intellectual-property or proprietary rights, whether registered or not. Licensee acquires no ownership or economic rights save for the limited license herein. Licensee shall not remove or obscure any copyright notices or other proprietary legends and shall ensure that any permitted copies bear Licensor’s copyright notice. Licensee acknowledges that unauthorized use or disclosure will cause Licensor irreparable harm for which monetary damages alone are inadequate; accordingly, Licensor is entitled to injunctive relief in addition to any other remedies available at law or in equity.
The Fee listed on the applicable checkout page is the sole consideration for the Licensed Content and the Authorized Use granted under Section III. Amounts not successfully captured at checkout become due within five (5) business days (any day other than a Saturday, Sunday, or U.S. federal holiday) of Licensor’s notice and accrue interest thereafter at 1.5% per month (or the maximum lawful rate).
This Agreement commences on the Effective Date and continues for three (3) years unless earlier terminated (the “Term”). Either party may terminate for material breach if the breaching party fails to cure within ten (10) days of written notice. Upon termination or expiration, the license terminates and Licensee shall cease all use of the Licensed Content and destroy or permanently delete all copies in its possession or control, certifying such destruction upon request.
The parties agree that precise damages for Unauthorized Use are difficult to ascertain. Therefore, for each Unauthorized Use, copy, or distribution of the Licensed Content outside the Authorized Use, Licensee shall pay Licensor liquidated damages equal to three (3) times the then-current Fee for the affected content or US $25,000, whichever is greater. This remedy is in addition to, not in lieu of, Licensor’s right to injunctive relief and other damages. In any action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees, expert fees, and court costs.
Licensor warrants that it has the right to grant the license herein and that the Licensed Content does not, to Licensor’s knowledge, infringe any third-party intellectual-property rights. EXCEPT AS EXPRESSLY STATED, THE LICENSED CONTENT IS PROVIDED “AS IS,” AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Licensee is solely responsible for verifying that the Licensed Content, as used, complies with all applicable laws and regulations.
To the maximum extent permitted by law, Licensor’s total cumulative liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the Fee actually paid by Licensee under this Agreement. In no event shall either party be liable for any consequential, incidental, special, punitive, or exemplary damages arising from or related to this Agreement, even if advised of the possibility of such damages.
This Agreement is governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict-of-laws principles. Any dispute arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Oakland County, Michigan, and each party irrevocably submits to the personal jurisdiction of such courts.
This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements. Licensor may update this Agreement prospectively by posting a revised version on its website; such updates apply only to purchases completed after the new “Last-Updated” date. Neither party may assign this Agreement without the other’s prior written consent, except that Licensor may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets. If any provision is held unenforceable, the remaining provisions will remain in full force and effect. Headings are for convenience only and do not affect interpretation. Licensee’s Clickwrap Acceptance constitutes its electronic signature. No further signatures are required.
Formal notices must be sent (i) to Licensor at maryann@seiblnc.com and (ii) to Licensee at the email address supplied during checkout, or at such other address as either party designates in writing.