This End-User License Agreement (“EULA”) is a legally binding agreement between you and Josh Martinez, LLC, a Florida limited liability company with its principal place of business at 128 Orange Avenue, Suite 109, Daytona Beach, Florida 32114 (collectively referred to as the “Company,” “JM,” “we,” “us,” or “our”).

Please review this document carefully. This EULA, together with our Terms and Conditions, Refund Policy, and Privacy Policy, governs your access to and use of the Software and Services (as defined below).

DEFINITIONS:

“Software” means all software programs made available by JM or its affiliates, including mobile, downloadable, installable, browser-based, or other online applications, together with all updates, upgrades, modifications, documentation, materials, and copies thereof.

“Services” means all services made available by JM, whether accessed via mobile devices, applications, browsers, or any other current or future means.

The Software and Services are collectively referred to as “JM Services.”

YOUR USE OF THE SOFTWARE IS GOVERNED BY THE TERMS OF THIS EULA AND ALL DOCUMENTS INCORPORATED HEREIN BY REFERENCE. THE SOFTWARE IS LICENSED, NOT SOLD.

BY INSTALLING, ACCESSING, OR USING THE JM SERVICES OR ANY RELATED MATERIALS, YOU AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE, YOU MUST NOT INSTALL, ACCESS, OR USE THE JM SERVICES.

SOFTWARE:

Subject to the terms of this EULA, JM grants you a limited, non-exclusive, non-transferable, non-assignable, and non-sublicensable license to use the number of authorized copies of the Software permitted under your subscription plan, solely for your personal, non-commercial use on a single computer, unless otherwise specified in the Software documentation and provided you comply with this EULA.

You acknowledge that the Software is licensed, not sold, and that no right, title, or interest in the Software or any derivative works is transferred under this EULA.

To the extent any intellectual property is created in connection with your use of the Software, such intellectual property shall be deemed assigned to JM, or, where assignment is not permitted, irrevocably licensed to JM on a worldwide, royalty-free, perpetual, transferable, sublicensable, and unrestricted basis, without additional consideration.

SERVICE:

Subject to this EULA, JM grants you a limited, non-exclusive, non-transferable, and non-sublicensable license to use the Services solely for your personal, non-commercial use and strictly in accordance with this EULA. All rights granted are conditioned upon your continued compliance with this EULA.

To the extent any intellectual property is created in connection with your use of the Services, such intellectual property shall be assigned to JM where permissible, or otherwise irrevocably licensed to JM on a worldwide, royalty-free, transferable, sublicensable, and unrestricted basis, without additional consideration.

TERM:

The term of the licenses granted under this EULA begins upon your acceptance of this EULA or your use of the Software and/or Services, whichever occurs first, and continues until the earlier of your cessation of use, JM’s termination of your access to the Software and/or Services, or JM’s termination of this EULA.

Your license shall terminate immediately if you attempt to circumvent any security or protection measures associated with the Software and/or Services or otherwise use the Software and/or Services in violation of this EULA.  Further, this EULA shall automatically terminate upon your failure to comply with any provision hereof or any terms incorporated by reference. Upon termination, you must immediately cease all use of the JM Services and destroy all copies of the Software and any component parts in your possession or control.

OWNERSHIP:

JM retains all right, title, and interest in and to the JM Services, including all intellectual property rights therein, whether registered or unregistered. The JM Services are protected by applicable state, federal, local, and international laws.

Except as expressly permitted by applicable law notwithstanding this EULA, no part of the JM Services may be copied, reproduced, or distributed, in whole or in part, in any form or medium, without JM’s prior written consent.

NON-JM SERVICES:

The JM Services may include links to, or provide access to, third-party services, including without limitation sharing, social media, and communication features. Such third-party services are governed by their respective terms and conditions, which constitute a separate agreement between you and the applicable third-party service provider. You are responsible for reviewing and complying with those terms.

GENERAL:

You agree not to, directly or indirectly: (i) commercially exploit the JM Services except as expressly authorized in writing by JM; (ii) sell, license, sublicense, distribute, rent, lease, assign, transfer, or otherwise make available the JM Services, any copies thereof, or any access credentials, except as permitted by this EULA; (iii) copy, reproduce, or duplicate the JM Services, in whole or in part, except as expressly authorized herein; (iv) make the JM Services publicly available or accessible to multiple users; (v) install or use the JM Services on multiple devices or in a networked or online environment, except as expressly permitted by JM or this EULA; (vi) use the JM Services at a computer service business or location-based site; (vii) reverse engineer, decompile, disassemble, or otherwise modify the JM Services; (viii) remove, alter, or obscure any proprietary notices or attributions; (ix) misrepresent the ownership or source of the JM Services; (x) export or re-export the JM Services in violation of applicable law; or (xi) scrape, archive, or create databases or permanent copies of content from the JM Services except as expressly authorized by JM.

The JM Services are intended solely for private, non-commercial use unless otherwise expressly authorized by JM in writing.

The JM Services may include technological measures designed to control access, prevent unauthorized use, and enforce the limitations of this EULA. You may not interfere with, disable, or circumvent such measures, and doing so may result in impaired functionality or termination of access.

The JM Services may allow you to create content, including without limitation charts, screenshots, videos, reports, or similar materials (“User Content”). To the extent any intellectual property rights arise in such User Content, you hereby grant JM an exclusive, royalty-free, perpetual, irrevocable, worldwide, fully transferable, assignable, and sublicensable license to use, reproduce, modify, distribute, display, transmit, and otherwise exploit such User Content for any purpose, without notice or compensation. To the extent permitted by law, you waive any moral rights or rights of attribution. This grant and waiver survive termination of this EULA.

Certain features of the JM Services may require an active internet connection and/or valid third-party accounts, which you are solely responsible for maintaining.

You may not use the JM Services to submit, transmit, or link to unlawful, infringing, defamatory, abusive, offensive, or otherwise objectionable content, to harass or harm others, to disrupt the JM Services, or to use unauthorized third-party software to modify or interfere with the JM Services.

INFORMATION WE COLLECT, TERMS OF USE, AND PRIVACY POLICY:

By installing, accessing, or using the JM Services, you consent to the collection, use, and transfer of your information, including, where applicable, transfers to the United States or other jurisdictions. JM’s Privacy Policy, available at https://joshmartinez.com/terms-and-conditions/privacy-policy/, is incorporated by reference into this EULA and governs JM’s collection and use of your information in connection with the JM Services.

By installing, accessing, or using the JM Services, you expressly agree to the terms of JM’s Privacy Policy and all terms incorporated therein.

DISCLAIMER OF WARRANTIES:

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE JM SERVICES ARE PROVIDED “AS IS,” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. JM, ITS AFFILIATES, LICENSORS, VENDORS, AND THIRD-PARTY PARTNERS EXPRESSLY DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, COMPATIBILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY JM OR ITS REPRESENTATIVES SHALL CREATE ANY WARRANTY.

CERTAIN JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR STATUTORY CONSUMER RIGHTS; ACCORDINGLY, THE FOREGOING DISCLAIMERS APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

LIMITATION OF LIABILITY:

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL JM OR ITS AFFILIATES, LICENSORS, OR PARTNERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, GOODWILL, PERSONAL INJURY, PROPERTY DAMAGE, COMPUTER FAILURE, OR SERVICE INTERRUPTION, ARISING OUT OF OR RELATED TO THE JM SERVICES OR THIS EULA, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT LIABILITY IS NOT OTHERWISE EXCLUDED, JM’S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE LESSER OF THE AMOUNT PAID BY YOU FOR THE JM SERVICES OR TEN U.S. DOLLARS (US $10), EXCEPT WHERE APPLICABLE LAW REQUIRES OTHERWISE.

THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND DO NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY NON-PREEMPTABLE LAW. THIS EULA PROVIDES SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE ADDITIONAL RIGHTS THAT VARY BY JURISDICTION.

EQUITABLE REMEDIES:

You acknowledge that any breach of this EULA would cause JM irreparable harm for which monetary damages may be inadequate, and you agree that JM shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity.

GENERAL LEGAL TERMS:

Indemnity. You agree to indemnify, defend, and hold harmless JM and its partners, affiliates, contractors, officers, directors, employees, and agents from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) your access to, use, or misuse of the JM Services, including any acts or omissions, or (ii) your breach or alleged breach of this EULA.

Notice. All notices, requests, demands, or other communications required or permitted under this EULA shall be in writing and shall be deemed properly given only if delivered to compliance@joshmartinez.com. Notice shall be deemed effective upon actual receipt by JM. JM may update its notice contact information from time to time by posting such changes within the JM Services or otherwise providing notice to you. You are responsible for ensuring that any notice you submit is complete, accurate, and delivered in accordance with this provision.

Governing Law; Venue; Jurisdiction; Waiver of Jury Trial. This EULA, including any acceptance manifested electronically, shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this EULA.

By clicking “I Agree,” installing, accessing, or using the JM Services, you acknowledge and agree that this EULA is a legally binding agreement executed and performed in Volusia County, Florida. Any action, suit, or proceeding arising out of or relating to this EULA or the JM Services shall be brought exclusively in the state or federal courts located in Volusia County, Florida. Each party knowingly, voluntarily, and irrevocably submits to the personal and exclusive jurisdiction of such courts and expressly waives any objection based on lack of jurisdiction, improper venue, forum non conveniens, or similar doctrine.

EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY in any action, proceeding, or counterclaim arising out of or relating to this EULA or the JM Services. The parties acknowledge that this waiver is a material inducement to entering into this EULA, that acceptance may occur electronically, and that each party has had a reasonable opportunity to review this provision and consult with legal counsel prior to acceptance.

Severability.If any provision of this EULA is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be reformed to the minimum extent necessary to reflect the parties’ original intent and to be enforceable, and the remaining provisions of this EULA shall remain in full force and effect.

Modification. JM reserves the right, in its sole discretion, to modify, amend, or update this EULA at any time by posting a revised version on JM’s website or otherwise making it available through the JM Services. Any such changes shall be effective upon posting. Your continued access to or use of the JM Services following the effective date of any modification constitutes your acceptance of the revised EULA.

Construction. This EULA shall be construed without regard to any presumption or rule requiring interpretation against the drafting party.

Assignment. You may not assign, delegate, or otherwise transfer this EULA, in whole or in part, or any rights or obligations hereunder, without JM’s prior written consent, and any attempted assignment in violation of this provision shall be null and void.

Waiver. No failure or delay by JM in exercising any right, power, or remedy under this EULA shall operate as a waiver thereof, and no waiver of any provision or breach of this EULA shall be effective unless expressly set forth in a written instrument signed by an authorized representative of JM. Any such waiver shall be construed narrowly and shall not be deemed a waiver of any subsequent or continuing breach or of any other provision of this EULA, consistent with applicable Florida law.

Entire Agreement. This EULA constitutes the entire agreement between you and JM regarding the JM Services and supersedes all prior or contemporaneous agreements, representations, understandings, or communications, whether written or oral, relating thereto.

IF YOU HAVE ANY QUESTIONS CONCERNING THIS AGREEMENT, YOU MAY CONTACT COMPLIANCE@JOSHMARTINEZ.COM.