End User License Agreement
PLEASE READ CAREFULLY BEFORE USING THIS PRODUCT: This End-User License Agreement ("EULA") is a legal agreement between (a) the purchaser of the learning module ("LM"), who may be an individual or organization such as a school or school district (the "User") and (b) Ergopedia, Inc. ("Ergopedia"). The User may use the LM only as expressly permitted herein and may not use the LM in any way that conflicts with the limitations of this EULA. The term "LM" herein refers to the electronic curriculum distributed in any digital form, such as a distribution USB, DVD, SD, a LAN server, or on-line web access. The term "PMofLM" refers to the corresponding printed material of the learning module.
BY CLICKING "I AGREE", OR BY TAKING ANY STEP TO INSTALL OR USE THE LM, USER REPRESENTS (1) THAT USER IS DULY AUTHORIZED TO ENTER INTO THIS EULA AND (2) THAT USER AGREES TO BE BOUND BY THE TERMS OF THIS EULA.
Grant of license.
Each single License allows one User (the "User") to use the LM on one or more devices used or owned by the User such as a tablet or computer.
Network Distribution within a school or district
If User is an educational institution, such as a school or district, User may distribute the LM on an internal network (LAN) or through a User-administered web-site provided such network or web site provides reasonable means for restricting access to the LM to only those teachers, and staff for whom licenses have been purchased. CONTENT FROM THE LM MAY NOT BE MADE AVAILABLE ON ANY INTERNET SITE OR NETWORK, AND MAY NOT BE STORED BY ANY ELECTRONIC STORAGE TECHNOLOGY EXCEPT AS EXPRESSLY DESCRIBED HEREIN.
In addition to the USB version of the LM delivered with purchase, Ergopedia may make the LM available on-line. For this purpose each User will be provided an ACCESS CODE by which the User may access the on-line version of the LM.
User may make back-up copies of the LM provided that such copies are accessible ONLY to the User or the User's authorized personnel, such as teachers or other staff, responsible for the use and distribution of instructional materials.
If User is an educational institution, each license to use the LM may be transferred freely ("rolled over") from one Teacher to another provided the total number of User's Teachers with access to the LM does not exceed the number of licenses purchased. AT THE END OF THE INSTRUCTIONAL TERM LM COPIED ONTO DEVICES NOT OWNED BY THE USER, OR NOT BEING USED TO INSTRUCT NEXT-YEAR'S STUDENTS MUST BE DELETED.
Reservation of Rights.
The LM is licensed, not sold, to User by Ergopedia. Ergopedia owns all right, title and interest in and to the LM and reserves all rights not expressly granted to User in this EULA. User agrees to refrain from any action that would diminish such rights or would call them into question.
Technical support for the LM will provided via the Ergopedia web site and email.
User may not rent, lease or lend the LM, or any portion thereof, or use the LM for commercial means. User may not sublicense, assign or transfer the license or LM except as expressly provided in this EULA.
All intellectual property rights in the LM and user documentation are owned by Ergopedia and the trademark holders and are protected by law, including but not limited to copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. The structure, organization and code of the LM are the valuable trade secrets and confidential information of Ergopedia. User shall not remove any product identification, copyright notices or proprietary restrictions from any component of the LM.
Limitation on reverse engineering.
Except to the extent that such restriction is not permitted under applicable law, User is not permitted (and agrees not to) reverse engineer, decompile, disassemble or create derivative works of or modify the LM. Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license or title to you other than those explicitly granted under this EULA. Unauthorized copying of the LM or of PMofLM or failure to comply with the restrictions in this EULA (or other breach of the license herein) will result in automatic termination of this Agreement.
Consent to use of data.
User agrees that Ergopedia may collect and use limited statistical data on the online use of the LM to perform analysis and verification. Ergopedia agrees not to collect any individual personal data nor share its information with third parties.
Disclaimer of warranties.
To the maximum extent permitted under applicable law, the LM is offered on an "AS-IS" basis and Ergopedia does NOT warrant that the functions contained in the LM will meet User's requirements or that the operation of the LM will be uninterrupted or error free or that such errors will be corrected. User acknowledges that computer software is inherently subject to bugs and potential incompatibility with other computer software and hardware. User should not use the LM for any applications in which failure could cause any significant damage or injury to persons or tangible or intangible property.
ERGOPEDIA EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.Ê IN NO EVENT DOES ERGOPEDIA PROVIDE ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY HARDWARE OR SOFTWARE WITH WHICH THE LM IS DESIGNED TO BE USED, AND ERGOPEDIA DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY FAILURES THEREOF.
Limitation of liability.
Notwithstanding any damages that User might incur, the entire liability of Ergopedia and any of its suppliers arising under any provision of this EULA or as a result of the use of the LM and related materials, and User's exclusive remedy for all of the foregoing shall be limited to the amount actually paid by User for the LM.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ERGOPEDIA OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE LM, THIRD PARTY SOFTWARE AND/OR THIRD PARTY HARDWARE USED WITH THE LM, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS EULA), EVEN IF ERGOPEDIA OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or damages for personal injury, so the above limitation or exclusion may not apply to specific Users.
User agrees to indemnify and hold Ergopedia and its officers, directors, employees and licensors harmless from any claim or demand (including but not limited to reasonable legal fees) due to or arising out of or related to User's violation of the terms and conditions of this Agreement, User's use of the LM other than as expressly permitted by Ergopedia, User's violation of any laws, regulations or third party rights or User's negligent act, omission or willful misconduct.
This EULA is governed by the laws of the Commonwealth of Massachusetts unless otherwise required by state adoption contract.
This EULA is the entire agreement between User and Ergopedia relating to the LM and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the LM or any other subject matter covered by this EULA. To the extent the terms of any Ergopedia policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. The failure of Ergopedia to exercise or enforce any right or provision of the EULA shall not constitute a waiver of such right or provision. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provision of the EULA will remain in force and effect.