Terms and Agreements
END USER LICENSE AGREEMENT
STUDYDOG ADVENTURES IN READING.
THIS END USER LICENSE AGREEMENT ("Agreement") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER ON BEHALF OF YOURSELF AS AN INDIVIDUAL OR ON BEHALF OF AN ENTITY AS ITS AUTHORIZED REPRESENTATIVE) AND STUDYDOG, INC. ("StudyDog"). PLEASE READ THIS AGREEMENT CAREFULLY AND PRINT OUT A COPY FOR YOUR RECORDS. THIS AGREEMENT SUPERSEDES PREVIOUS VERSIONS.
BY ENROLLING A STUDENT OR STARTING A LESSON, INSTALLING, RUNNING OR OTHERWISE USING THE STUDYDOG ADVENTURES IN READING SOFTWARE YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT RUN OR USE THE SOFTWARE.
1. SOFTWARE: As used in this Agreement, the term "Software" refers to STUDYDOG ADVENTURES IN READING software. STUDYDOG ADVENTURES IN READING consists of multiple lessons of reading curriculum, which is updated and extended from time to time. The term "Software" also shall include any upgrades, modified versions or updates of the Software made available to you by STUDYDOG. The Software is deemed accepted by you upon use of the Software.
2. GRANT OF LICENSE: Subject to the terms of this Agreement, STUDYDOG hereby grants you a non-exclusive, non-transferable license to use the Software so long as there is a paid subscription activated.
3. LICENSE RESTRICTIONS: You acknowledge that the foregoing license extends only to your use of the features and functionality of the Software and you agree not to reconfigure or modify the Software in order to enable features or functionality different than those described. You may not: (i) reverse engineer, decompile, or disassemble the Software; (ii) modify, or create derivative works based upon, the Software in whole or in part; (iii) copy or distribute copies of the Software; (iv) remove any proprietary notices or labels on the Software; or (v) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to the Software. Any use in violation of this Section shall immediately terminate your license to the Software.
4. TITLE: You agree that no title to the intellectual property in the Software is transferred to you. Title, ownership, rights, and intellectual property rights in and to the Software shall remain in STUDYDOG. The Software is protected by intellectual property laws of the United States and other countries and by international treaties.
5. NO WARRANTY:
5.1 GENERAL. STUDYDOG does not guarantee that use of the Software will be uninterrupted or error-free. STUDYDOG does not guarantee that the information accessed by the Software will be accurate or complete. You acknowledge that performance of the Software may be affected by any number of factors, including without limitation, technical failure of the Software, the acts or omissions of third parties and other causes reasonably beyond the control of STUDYDOG. Certain features of the Software may not be forward-compatible with future versions of the Software and use of such features with future versions of the Software may require purchase of the applicable future version of the Software.
5.2 AS IS SALE. YOU AGREE THAT STUDYDOG HAVE MADE NO EXPRESS WARRANTIES, ORAL OR WRITTEN, TO YOU REGARDING THE SOFTWARE AND THAT THE SOFTWARE IS BEING PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. YOU ACKNOWLEDGE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT STUDYDOG, THE RETAILER, OR ANY DISTRIBUTOR) ASSUME THE ENTIRE COST OF ALL NECESSARY REPAIRS.
5.3 DISCLAIMER. STUDYDOG DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT WITHOUT LIMITATION, (i) THE IMPLIED WARRANTIES OF NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; OR (ii) THAT ANY INFORMATION ACCESSED BY THE SOFTWARE WILL BE ACCURATE OR COMPLETE. THIS WARRANTY DISCLAIMER AFFECTS YOUR LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
6. LIMITATION OF LIABILITY: IN NO EVENT SHALL STUDYDOG BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE SOFTWARE OR SUBSCRIPTION SERVICES OR THE USE THEREOF (INCLUDING BUT NOT LIMITED TO DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF DATA, LOSS OF PROFITS OR REVENUE, OR LOSS OF USE OF THE SOFTWARE OR OTHER ECONOMIC LOSS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, EVEN IF STUDYDOG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL STUDYDOG'S LIABILITY FOR ANY CLAIM, WHETHER FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHERWISE, EXCEED THE FEE PAID BY YOU FOR THE SOFTWARE THAT IS THE SUBJECT OF SUCH CLAIM. IF THE RELEVANT SOFTWARE WAS PROVIDED TO YOU AT NO CHARGE YOU AGREE THAT STUDYDOG SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ADEQUATE PROTECTION AND BACKUP OF THE DATA AND EQUIPMENT USED IN CONNECTION WITH ANY OF THE SOFTWARE. YOU FURTHER AGREE THAT STUDYDOG WILL NOT BE LIABLE FOR ANY DAMAGES THAT YOU MAY SUFFER IN CONNECTION WITH (i) DOWNLOADING, INSTALLING, OR USING THE SOFTWARE OR (ii) FAILURE IN THE PERFORMANCE OF THE SOFTWARE. THIS LIMITATION SHALL APPLY TO CLAIMS OF PERSONAL INJURY TO THE EXTENT PERMITTED BY LAW. THE LIMITATIONS IN THIS SECTION ARE COMPREHENSIVE AND ALL EXAMPLES ARE ILLUSTRATIVE AND NOT EXHAUSTIVE. THE LIMITATIONS IN THIS SECTION ARE SEPARATE AND INDEPENDENT OF ANY OTHER REMEDY LIMITATIONS IN THIS AGREEMENT AND SHALL NOT FAIL IF SUCH OTHER LIMITATION ON REMEDY FAILS. THE FEES AND OTHER PROVISIONS IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISKS BETWEEN THE PARTIES. THIS SECTION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
7. TERMINATION: This Agreement shall terminate automatically if you fail to comply with the terms of this Agreement. No notice shall be required from STUDYDOG to effect such termination. You may also terminate this Agreement at any time by notifying STUDYDOG in writing of termination. Upon any termination of this Agreement, you must uninstall and destroy all copies of the Software.
8.1 SEVERABILITY. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.
8.2 WAIVER. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different or subsequent breach by either party.
8.3 COMPLIANCE WITH EXPORT CONTROL LAWS. You acknowledge that Software is subject to the export control laws and regulations of the United States ("U.S.") and agree to abide by those laws and regulations. Under U.S. law, the Software may not be downloaded or otherwise exported, re-exported, or transferred to restricted countries, restricted end-users, or for restricted end-uses. The lists of restricted end-users are maintained on the U.S. Commerce Department's Denied Persons List, the Commerce Department's Entity List, the Commerce Department's List of Unverified Persons, and the U.S. Treasury Department's List of Specially Designated Nationals and Blocked Persons. In addition, the Software may not be downloaded or otherwise exported, re-exported, or transferred to an end-user engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (1) the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production or use of missiles or support of missile projects; and (3) the design, development, production, or use of chemical or biological weapons. By downloading or using the Software, you are agreeing to the foregoing. You are also warranting that you are not (i) located in, or a resident or national of, a restricted country; (ii) on any of the U.S. lists of restricted end-users; or (iii) engaged in any activity related to weapons of mass destruction. You understand that the requirements and restrictions of U.S. law as applicable to you may vary depending on the software downloaded and may change over time, and that, to determine the precise controls applicable to the software, it is necessary to refer to the U.S. Export Administration Regulations and the U.S. Foreign Assets Control Regulations.
8.4 GOVERNING LAW. This Agreement will be governed by the laws of the State of Oregon as they are applied to agreements between Oregon residents entered into and to be performed entirely within Oregon. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.
8.5 ENTIRE AGREEMENT. You agree that this is the entire agreement between you and STUDYDOG, and that it supersedes any prior agreement, whether written or oral, and all other communications between STUDYDOG and you relating to the subject matter of this Agreement. This Agreement may be amended, modified or supplemented only by a writing that is signed by the authorized representatives of both parties.
8.6 RESERVATION OF RIGHTS. All rights not expressly granted in this Agreement are reserved by STUDYDOG.
©2004 Macromedia, Inc. This product was created using Macromedia Flash. Macromedia and Flash are trademarks or registered trademarks of Macromedia, Inc. in the United States and/or other countries.
©2004 STUDYDOG, Inc. All rights reserved. All trademarks and/or service marks of STUDYDOG used in connection with the Software (including but not limited to STUDYDOG, SMART STUDYDOG AGENT, and the STUDYDOG logo) are trademarks and registered trademarks of STUDYDOG, Inc. in the United States and other countries. The Software is protected by U.S. Patent Application No. 11/040,632.