Strategic Project Solutions, Inc. (“SPS” or “Licensor”) Click-Wrap Image License Agreement (“License”)

IMPORTANT - READ ALL OF THE TERMS AND CONDITIONS IN THIS LICENSE CAREFULLY BEFORE AGREEING TO AND ACCEPTING THIS LICENSE. BY CLICKING THE “ACCEPT” BUTTON, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE. BY CLICKING THE “ACCEPT” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE FULLY READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS THAT FOLLOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE, DO NOT CLICK THE “ACCEPT” BUTTON AND DO NOT OTHERWISE DOWNLOAD OR COPY THE IMAGE.

Grant of License. Provided that Licensee is in full compliance with all of the terms and conditions of this License, SPS hereby grants to you (either an individual or a single business entity, hereinafter referred to as the “Licensee”), and Licensee hereby accepts, a limited, non-transferable, non-assignable, non-sublicensable and non-exclusive license to use the selected image (the “Image”) solely for non-commercial, educational purposes (the “Permitted Use”). This License does not grant any right, title or interest in or to the Image to Licensee, but instead only grants to Licensee a limited license with a revocable right to use a copy of the Image for the Permitted Use. All rights not expressly granted to Licensee pursuant to this License are specifically reserved to SPS.

Use Restrictions/Prohibited Uses. Licensee is not permitted and must not modify, edit, combine with other materials or create derivative works from the Image. The Image must not be used for any commercial purpose, including, but not limited to, any commercial purpose that competes directly or indirectly with the business operations of SPS or its affiliates. The Image also must not be used by any person in providing consulting services for the benefit of any third party. If Licensee has any questions about the types of uses that are Permitted Uses or prohibited uses, Licensee is encouraged to contact SPS at info@spsinc.net for confirmation prior to engaging in any such use of the Image.

Attribution and Copyright Notice. In each instance that Licensee uses, displays or otherwise publishes the Image, Licensee must display an attribution statement that notes the source of the image, along with a copyright notice using the precise language as set forth below (collectively, the “Statements”). Licensee must display the Statements prominently and proximately to the Image. “Prominent and proximate” means that the Statements are displayed directly below, above or adjacent to the Image without any scrolling (in instances of electronic uses) or page turning (in instances of uses in print) required.
Attribution: © 2024 Strategic Project Solutions Inc.
Source: Built to Fail: Why Construction Projects Take So Long, Cost Too Much, And How to Fix It, by Todd R. Zabelle, Forbes Books (2004)

Licensee Representations and Warranties. Licensee hereby represents and warrants that Licensee will not use the Image in any manner that:

Is defamatory, obscene or otherwise unlawful or injurious to SPS or its affiliates, officers, directors, employees, agents or the like;

Suggests that Licensee is sponsored by, affiliated with or otherwise associated with or approved by SPS or its affiliates in any way;

Competes (directly or indirectly) with or is detrimental to SPS or its affiliates, officers, directors, employees, agents or the like; or

Violates the terms of this License, including, but not limited to, the Permitted Uses and restrictions on use noted herein.
Indemnification. Licensee shall indemnify, defend and hold harmless SPS and its affiliates, officers, directors, employees, contractors or the like from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, finds, costs or expenses of whatever kind, including attorneys’ fees, arising out of or in connection with any third-party claim, suit, action or proceeding related to Licensee’s use of the Image and any actual or alleged breach by SPS of Licensee’s representations, warranties or other obligations arising under this License.

Acknowledgment of Ownership and No Challenge. Licensee acknowledges and agrees that SPS is the owner of all copyrights and other rights in and to the Image, and Licensee has no such ownership interest in the Image. Licensee agrees that it will not challenge by way of a demand letter, lawsuit, administrative action or any other action, Licensor’s ownership or other rights in or to the Image, and Licensee will not assist any third party in any such challenge.

Term. This License is effective upon clicking the “ACCEPT” button, and he term of this License is three (3) years (“Term”). If, upon expiration of the Term, Licensee desires to continue using the Image, it must contact SPS to enter into a new license agreement or extend the Term. SPS reserves the right in its sole discretion to grant Licensee a new license or extend the Term, or choose not to do so. For the avoidance of doubt, SPS is under no obligation to grant Licensee a new license or extend the Term.

Warranty Disclaimer and Limitation of Licensor Liability. SPS makes no representation or warranty concerning the Image whatsoever, including, but not limited to, related to the content or accuracy of the Image. The Image is provided “as is.” LICENSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE IMAGE, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, ITS NONINFRINGEMENT OF ANY PARTY’S INTELLECTUAL PROPERTY RIGHTS, AND LICENSOR WILL NOT OTHERWISE BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM LICENSEE’S USE OF THE IMAGE. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY MONETARY COSTS, EXPENSES OR DAMAGES.

Relationship of the Parties. Nothing contained in this License will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between Licensor and Licensee, and neither Licensor nor Licensee will have authority to contract for or bind the other party in any matter whatsoever.

Assignment. This License is personal to Licensee. Licensee may not assign, sublicense or otherwise transfer any of its rights, or delegate, subcontract or otherwise transfer any of its obligations under this License. Any purported assignment, delegation or transfer of this License is null and void. SPS may freely assign, sublicense or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations arising under this License at any time and without any notice to Licensee.

Notices. All notices, requests, claims and other communications relating to this License shall be in writing.

Severability. Should any term of this License be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

No Waiver. The failure of either Licensor or Licensee to enforce any rights granted under this License or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party.

Understanding, Authority And Binding Effect. Licensee agrees and acknowledges that it has fully read, understood, accepted and agreed to each and every provision, term and condition contained in this License. The individual that has accepted the same, by clicking on the “ACCEPT” button for the License, warrants and represents that such individual is fully empowered and authorized to bind the Licensee to the provisions, terms and conditions of the License.

Governing Law. This License is governed by and interpreted in accordance with the laws of the State of Delaware, without regard to conflict of law provisions. Venue and jurisdiction shall be exclusively and properly in the state or federal courts of the State of California, and each party hereto fully and irrevocably consents to such exclusive and personal jurisdiction and venue. SPS may, at its sole discretion, elect to resolve certain, applicable copyright infringement disputes through the Copyright Claims Board. If SPS elects to proceed before the Copyright Claims Board, Licensee shall not object or otherwise “opt out” of the proceeding, nor shall Licensee seek to litigate the copyright infringement dispute in any other forum.

Damages For Breach. In the event of breach by Licensee, Licensor shall is entitled to seek damages to the fullest extent available under the law, including, but not limited to, for breach of contract and/or copyright infringement and/or injunctive relief, and Licensor shall be entitled to recover its attorneys’ fees as well as other costs incurred in any action or proceeding in addition to any compensation to which it may be entitled.

Termination. SPS may terminate this License at any time for any reason, including, but not limited to, breach of this License by Licensee. To terminate this License, SPS will provide notice in writing to Licensee, and the License will be deemed terminated within five (5) days of the date of notice provided by SPS. In the event of termination of this License, all rights granted by this License shall revert to Licensor, and Licensee must immediately cease any and all use of the Image certify in writing to SPS that the Image has been removed from all computers or other devices on which it has been downloaded or otherwise stored. Any such termination shall not impair Licensor’s rights to seek further remedies, including, without limitation, to bring a federal lawsuit for copyright infringement.

Survival. Paragraphs 4, 5, 7, 10, 11, 12, 13, 14, 15, 16, 17, 18 and 19 shall survive termination of this License.

Successors and Assigns. The terms and conditions of this License shall inure to the benefit of and be enforceable by Licensor and the successors and assigns of Licensor’s interest in this License and/or Licensor’s ownership of the Image.

Complete Agreement. The parties acknowledge and agree that this License contains the entire agreement of Licensor and Licensee with respect to the subject matter hereto and supersedes any and all prior representations or agreements, whether oral or written, relating to the subject matter of this License.

Licensee Contact Information.
Strategic Project Solutions Inc.
 info@spsinc.net

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