LICENSE AGREEMENT

WKFS Product: ExpertHeadquarters™ Webinars 

IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT AND THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS PRODUCT. Your use of this WKFS Product is expressly conditioned on your acceptance of the following terms and conditions of this End User License Agreement (“Agreement”). By clicking “I Accept” you are representing that you have read the Agreement, that you are agreeing to be bound by the terms and conditions of the Agreement and that you have the authority to accept the Agreement on behalf of your financial institution or company. If you do not have the authority to accept the terms and conditions of the Agreement or do not understand or agree with all the terms and conditions, select “I do not Accept” and close your browser which will cancel the order and you will not be granted access to this WKFS Product. 

Please note regarding your webinar purchase: 

• Live webinar purchases: Purchase of a live webinar session provides you with one connection per session for an unlimited number of listeners using one telephone connection and one Internet connection at the same office address. By using your login information at multiple computers, you will be charged the full session price for each connection using your login ID and password.
• On-Demand webinar purchases: Purchase of this on-demand webinar session provides your financial organization unlimited access to this webinar for 30 days, using the same login information.
• Download a webinar purchases: Purchases of a “Download a Webinar” are not refundable and may not be cancelled. Purchase of this webinar download allows your financial organization the ability to save a media file for unlimited viewings for your organization. This presentation contains information that is proprietary and confidential to Wolters Kluwer Financial Services.

This Agreement is entered into by and between Wolters Kluwer Financial Services, Inc., 6815 Sauk View Drive, St. Cloud, Minnesota, herein called “WKFS” and Licensee. NOW, THEREFORE, in consideration of the mutual covenants and representations herein, the parties hereby agree to the following terms and conditions:

1. License. Subject to the terms and conditions of this Agreement, WKFS grants Licensee a terminable, non-transferable and non-exclusive license to use the WKFS Product for its internal usage within Licensee’s organization.
2. Fees. Licensee will pay WKFS all applicable license fees. Any amounts payable which remain unpaid thirty (30) days after the due date shall be subject to interest equal to 1½% per month from the due date until such amount is paid. The fees provided in this Agreement do not include taxes. If WKFS is required to collect taxes based on this license, such taxes will be paid by Licensee.
3. Proprietary Interest and Copyright. WKFS claims a proprietary interest and copyright in the WKFS Product. Licensee acknowledges such proprietary and copyright interests of WKFS and agrees not to take or permit any action to be taken that would compromise or dilute WKFS’ proprietary or copyright interests, including unauthorized copying or distribution, removing WKFS’ copyright notice or trademark from the WKFS Product, or modifying the WKFS Product. The copying or reproduction of the WKFS Product in electronic, magnetic, digital or any other form or format without the express written permission of WKFS is strictly prohibited. The WKFS Product may not be displayed, posted, broadcast, or played on any intranet, network or internet site, through any broadcast transmittal, or otherwise made available to the public or used to provide third party training or other commercial services. All rights not specifically granted are reserved.
4. No Updates. The WKFS Products were recorded on the date provided in their recording. Events following the recording date may cause the information provided to become inaccurate, out-of-date or obsolete. Wolters Kluwer Financial Services, Inc. will not provide Licensee with updates to the WKFS Product content. Customer is responsible for any obsolescence of the materials provided.
5. No Substitute for Legal Counsel. WKFS is not authorized to practice law, nor may any of its officers, employees or agents provide legal counsel to Licensee. Thus, any questions of a legal nature must be directed to Licensee’s legal counsel for which WKFS has no obligation or liability. The following notice is required by law:
   WOLTERS KLUWER FINANCIAL SERVICES’ PRODUCTS AND SERVICES
   ARE NOT A SUBSTITUTE FOR THE ADVICE OF AN ATTORNEY. 
6. WARRANTY. THE WKFS PRODUCT IS LICENSED BY WKFS TO LICENSEE WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND ON AN AS IS BASIS, AND WKFS MAKES NO EXPRESS OR IMPLIED WARRANTIES TO LICENSEE WITH REGARD TO THE PRODUCT, AS TO PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR ANY PURPOSE, OR NON-INFRINGEMENT ON ANY PATENT, COPYRIGHT OR OTHER PROPRIETARY RIGHTS OF OTHERS.
7. Limitation of Liability. WKFS is not liable for any direct, incidental, consequential, or punitive damages resulting from the use of the WKFS Product or arising out of an alleged breach of any warranty. WKFS is not liable for lost profits or any claim by a third party against Licensee. Licensee will defend and hold WKFS harmless against any claims, at law or in equity, brought against or incurred by WKFS, due to Licensee’s use of the WKFS Product and indemnify WKFS for all damages, costs and expenses, including attorney's fees arising from such claims. WKFS’ total liability hereunder will not under any circumstances exceed the amount of fees paid by Licensee under this Agreement. This limitation is a requirement of this Agreement and WKFS would not enter this Agreement without this limitation.
8. No Assignment. This Agreement shall be binding upon the parties hereto and no assignment can be made by Licensee.
9. Governing Law. This Agreement will be exclusively governed by the laws of Minnesota and any action will be venued in Minnesota without regard to any conflict of laws provisions.
10. Severability. If any provision of this Agreement is held invalid or unenforceable by a court or other authority of competent jurisdiction, then such provision will be deemed deleted from this Agreement. The remaining provisions of this Agreement will continue in full force and effect.
11. No Modifications. This Agreement may not be modified, except by a written agreement, dated subsequent to the date of this Agreement and signed on behalf of WKFS and Licensee.
12. Entire Agreement. This Agreement constitutes the entire agreement between WKFS and Licensee with respect to the matters contained herein and this Agreement supersedes and replaces all prior and contemporaneous communications, whether written or oral relating to the licensing of the WKFS Product.

By clicking “I Accept” you are representing that you have read the Agreement, that you are agreeing to be bound by the terms and conditions of the Agreement and that you have the authority to accept the Agreement on behalf of your financial institution or company (“Licensee”). This Agreement will be effective and binding on the parties only when (1) Licensee has indicated its acceptance by checking the box marked “I Accept” and submitting the Agreement by selecting the “Invoice Me” button and (2) WKFS provides Licensee with access to the WKFS Product If you do not have the authority to accept the terms and conditions of the Agreement or do not understand or agree with all the terms and conditions, select “I do not Accept,” and close your browser which will cancel your order and you will not be granted access to this product.