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END USER LICENSE AGREEMENT
NOTICE: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT
WHICH CONTAINS RIGHTS AND RESTRICTIONS ASSOCIATED WITH YOUR USE OF
LearningSquared!(tm) (THE "SOFTWARE") AND DOCUMENTATION PROVIDED TO
YOU BY APPALACHIAN MULTIMEDIA CORPORATION ("LICENSOR"). INSTALLING
OR USING THE SOFTWARE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS.
IF YOU ("END-USER") DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO
NOT INSTALL OR USE THE SOFTWARE.
The Software is licensed, not sold, to you, the End-User. If
End-User fails to reject the Software by written notice to Licensor
within ten (10) days after the Software is delivered to or
downloaded by End-User, the Software will be deemed accepted by
End-User.
END-USER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT END-USER REJECTS
THE SOFTWARE SHALL BE A REFUND OF THE LICENSE FEE PAID BY END-USER,
IF ANY.
Subject to the terms of this Agreement, Licensor grants to End-User
a non-exclusive, non-transferable, limited license for the personal
and non-commercial use of the software to (i) install and use the
Software in object code form only on a single computer as a single
end-user, (ii) make one (1) copy of the Software for backup and
archival purposes, and (iii) use the Documentation only in
conjunction with the use of the Software. End-User acknowledges that
it must purchase from Licensor, pursuant to a separate written
agreement with Licensor, a license for each concurrent user of the
Software and that concurrent use by multiple users in excess of the
licenses purchased from Licensor is prohibited. End-User represents
and warrants to Licensor that it shall not permit the number of
concurrent users of the Software to exceed the number of licenses
purchased from Licensor. End-User agrees to allow Licensor, or a
mutually agreed to third party, to perform audits from time to time
to determine End-User's compliance with this Agreement.
End-User shall not modify, rent, lease, assign, or distribute the
Software or use the output in a commercial manner without the
written permission of LICENSOR. End-User shall not reverse engineer,
decompile or disassemble the Software. End-User shall not sublicense
any of the rights granted to End-User in this Agreement to any third
party. End-User shall not copy any of the electronic materials or
documentation accompanying the Software, if any. End-User shall not
remove any copyright or other proprietary marking or legend included
in the Software.
The Software is confidential copyrighted information of Licensor
and, except for the licenses granted herein, all right, title and
interest in and to the Softwareand all copies thereof and the
documentation for the Software shall remain in Licensor or its
licensors. End-User shall include on the backup copy of the software
made by End-User all copyright and other proprietary markings or
legends that are included in the software as provided to End-User by
Licensor.
End User is solely responsible for, and accepts all responsibility
for the content, message, images and files created using the
Software. End User acknowledges that it may be a criminal offense to
create content, messages, images or files that include language
which may be deemed to be libelous, slanderous, obscene or offensive
as defined by Local, State or Federal law, ordinances or statutes.
LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED
INCLUDING, BUT WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.
LICENSOR'S MAXIMUM LIABILITY ARISING OUT OF RELATING TO THIS
AGREEMENT SHALL BE LIMITED TO THE LICENSE FEES PAID BY END-USER TO
LICENSOR UNDER THIS AGREEMENT, IF ANY. IN NO EVENT SHALL LICENSOR BE
LIABLE TO END-USER OR ANY THIRD PARTY FOR ANY SPECIAL,
CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES,
HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE,
STRICT PRODUCT LIABILITY OR OTHERWISE (INCLUDING, WITHOUT
LIMITATION, DAMAGES BASED ON LOSS OF PROFITS OR BUSINESS
OPPORTUNITY), AND WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY PROVIDED HEREIN.
End-User may terminate this Agreement at any time by destroying all
copies of the Software and certifying such destruction by written
notice to Licensor. This Agreement will terminate immediately
without notice from Licensor if End-User fails to comply with any
provision of this Agreement. Upon such termination, End-User must
destroy all copies of the Software and certify such destruction by
written notice to Licensor. The validity, performance and
interpretation of this Agreement will be governed by the laws of the
State of Tennessee, as they are applied to agreements between
Tennessee residents entered into and to be performed entirely within
Tennessee. |
