1. PARTIES
This Agreement is between you, the licensee ("Licensee"), and Smartup Cities Inc., a New York-based corporation ("Company", "we", "us", or "our"). By accessing, using, purchasing, or reselling Digital Marketing University ("DMU"), collectively referred to herein as the “Parties,” you agree to these Terms of Service ("Terms").
2. ACCEPTANCE OF TERMS
The following Terms govern your use, access, and resale of DMU. By purchasing, using, or distributing DMU, you accept and agree to be bound by these Terms. We may amend these Terms at any time by posting a revised version on our site or by sending an email to the address you provided.
3. TERM
These Terms commence upon your acceptance and continue until either party terminates them. Upon termination, you must immediately cease all use, promotion, and sales of DMU. This Agreement's provisions intended to survive termination shall continue in effect.
4. PAYMENTS
Licensee agrees to pay $500.00 for DMU. Payment is due at the time of purchase, and all transactions are final and non-refundable. Failure to complete payment results in immediate termination of the license granted herein.
5. LICENSE GRANT & RESTRICTIONS
The Company grants you a non-exclusive, non-transferable Master Resell Rights (MRR) license to resell DMU, subject to these Terms:
→ You may not modify or create derivative works from DMU.
→ You must not use DMU to compete with the Company or to solicit Company clients.
→ Resale of DMU must maintain the minimum price of $500.00.
6. INTELLECTUAL PROPERTY
All intellectual property in DMU remains the Company's property. You are granted a limited license to resell DMU but not to claim any proprietary rights.
7. INDEMNIFICATION
You agree to indemnify and hold harmless the Company and its affiliates from any claims, damages, or expenses arising from your breach of these Terms or your use or resale of DMU.
8. LIMITATION OF LIABILITY
The Company's liability is limited to the amount paid for DMU. We are not liable for consequential damages or lost profits arising from your use of DMU.
9. CONFIDENTIAL INFORMATION
You must not disclose or use any confidential information obtained through your use of DMU without the Company's prior written consent.
10. AUDIT RIGHTS
The Company may audit your use and resale of DMU to ensure compliance with these Terms.
11. TERMINATION
This Agreement can be terminated by the Company immediately upon your breach of any Terms. Upon termination, you must cease all use and resale of DMU.
12. FORCE MAJEURE
Neither party is responsible for failure to fulfill obligations due to causes beyond their control.
13. GENERAL PROVISIONS
Modification: These Terms can only be modified in writing by an authorized Company official.
Severability: If any part of these Terms is unenforceable, the rest remains effective.
Waiver: Failure to enforce any part of these Terms is not a waiver of that part.
Governing Law: These Terms are governed by New York law.
14. NOTICES
All notices must be in writing and sent to the Company at the following address:
Smartup Cities Inc.
Attn: Razvan Toma
Email: razvan@getdmu.com
15. ELECTRONIC COMMUNICATIONS
By using DMU, you consent to receive electronic communications from us and agree that all agreements, notices, disclosures, and other communications that we provide electronically satisfy any legal requirement that such communications be in writing.
16. COMPLETE AGREEMENT
These Terms constitute the entire agreement between you and the Company regarding DMU and supersede all prior agreements and understandings, whether written or oral.
17. DISPUTE RESOLUTION
In the event of a dispute, the parties agree first to try to resolve it by mediation, utilizing a mutually agreed-upon mediator in New York. Any costs and fees other than attorney fees associated with the mediation will be shared equally by the parties.
18. JURISDICTION
Any disputes that are not resolved by mediation will be resolved by litigation in the courts of the State of New York and the federal courts located in the city and county of New York, and both parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available.
This extended and detailed version of the Terms of Service aims to incorporate all legal aspects to ensure a robust, legally binding agreement, reinforcing minimal liability for the Company while setting clear guidelines for the use and resale of DMU.