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YOUR AGREEMENT TO THE TERMS AND CONDITIONS OF THIS USER LICENSE AGREEMENT ("LICENSE AGREEMENT") IS A CONDITION ON YOUR USE OF THE GHM INDUSTRIES, INC., MILLER LIFTING PRODUCTS ("MILLER/GHM" OR "US" OR "WE") CAD MATERIALS, INCLUDING, 2D AND 3D DRAWINGS AND OTHER MILLER/GHM CAD MATERIALS (THE "MATERIALS"). ACCORDINGLY, BEFORE ACCESSING OR USING ANY PART OF THE MATERIALS, THE USER ("USER" OR "YOU") SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS. BY OBTAINING THESE MATERIALS, WHETHER IN HARD COPY OR ELECTRONIC FORMAT, OR BY CHOOSING "I ACCEPT" OR BY INSTALLING, DOWNLOADING, ACCESSING, OR USING ANY PART OF THE MATERIALS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND ITS TERMS AND CONDITIONS AS A BINDING, LEGAL AGREEMENT, AND YOU AGREE TO BE BOUND LEGALLY BY THESE TERMS AND CONDITIONS.
License Grant. Conditioned on Your continued compliance with the terms and conditions of this License Agreement, this License Agreement provides You with a revocable, limited, non-exclusive, non-transferable license to use the Materials for Your internal business purposes only and solely in connection with Your own continuing education and training programs. Notwithstanding the foregoing, any rights granted hereby are licensed and not sold or otherwise transferred or assigned to You or any third party. References to "You" or "User" mean the corporate or individual licenses and user of the Materials and any permitted successor, assign, transferee, heir, or representative thereof.
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Governing Law. The License Agreement has been made in and will be construed and enforced solely in accordance with the laws of Massachusetts. Any dispute, controversy, or claim between the parties arising out of or in connection with the License Agreement as to its conclusion, existence, validity, interpretation, performance, or non-performance, breach, termination, and the assessment of damages including claims in tort whether arising before or after the termination of the License Agreement shall be resolved in accordance with the License Agreement. Accordingly, You agree that any action to enforce this License Agreement will be brought solely in the federal or state courts located in Boston, Massachusetts and all parties to this License Agreement expressly agree to be subject to the exclusive jurisdiction of such courts.
Term and Termination. This License Agreement and Your right to use the Materials will take effect upon the earliest of: (i) delivery of the Materials to You, (ii) at the moment You choose "I ACCEPT" or (iii) You install, download, access, or use the Materials, whichever occurs first, and is effective for a period of forty-eight (48) months unless earlier terminated as set forth below. This License Agreement will terminate automatically if You choose "I REJECT" or if You fail to comply with any of the terms and conditions described herein, including by exceeding the scope of the License. Termination or expiration of this License Agreement will be effective without notice. You may also terminate at any time by ceasing to use the Materials, but all applicable provisions of this Agreement will survive termination, as outlined below. The provisions concerning proprietary and intellectual property rights, submissions, confidentiality, indemnity, disclaimers of warranty and liability, termination, and governing law will survive the termination or expiration of the License Agreement for any reason.
Miscellaneous. The parties agree that this License Agreement is for the benefit of the parties hereto. Failure to insist on strict performance of any of the terms and conditions of this License Agreement will not operate as a waiver of that or any subsequent default or failure of performance. A printed version of this License Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this License Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. No joint venture, partnership, employment, alliance, or agency relationship exists between You and Miller/GHM as a result of this License Agreement or Your utilization of the Materials. Moreover, You may not bind Miller/GHM in any way or otherwise make any representations or statements for or on behalf of Miller/GHM without Miller/GHM's separate, express, and written permission. This License Agreement represents the entire agreement between You and Miller/GHM with respect to use of the Materials, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and Miller/GHM with respect to the Materials. This License Agreement may not be assigned or transferred by You without the prior express written consent of Miller/GHM.