END-USER LICENSE AGREEMENT
THIS IS A CONTRACT, PLEASE READ IT
CAREFULLY, BY INSTALLING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS
OF THIS AGREEMENT, YOU WILL NOT BE ABLE TO USE THIS SOFTWARE UNLESS YOU ACCEPT
THIS AGREEMENT. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE
TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO ANY TERM OR CONDITION, YOU MAY
NOT INSTALL OR RUN THIS SOFTWARE.
1. License. EdApps LLC., a Texas limited
liability corporation, ("EdApps LLC.") hereby grants to the purchaser
(hereafter "you") a personal, non-exclusive, non-transferable license
(the "License"), without the right to sublicense, to use the
application, installation, utility, system, upgrade or other software
accompanying this License, whether on disk, in read only memory, or on any
other media (the "EdAppsSoftware"), the related documentation and
materials. The EdApps Software is licensed for use in object code form only,
for your internal use and only on a specific hardware system. The EdApps Software
is licensed, not sold, to you by EdApps LLC You own the media on which the
EdApps Software is recorded but EdApps LLC and/or EdApps LLC's licensor(s)
retain title to the EdApps Software and to any copies which this License
authorizes you to make. You acknowledge that EdApps LLC and/or EdApps LLC's
licensor(s) (hereafter, collectively referred to as "EdApps") retain
all other ownership rights connected with the EdApps Software, including,
without limitation, all copyrights, trademark rights, and all other intellectual
property rights. You agree to refrain from any action which would diminish such
rights or would call them into question. You agree that this License shall
apply to any software provided to you by EdApps or EdApps's representative as
replacement or upgrade software to substitute for or to be used in conjunction
with the software accompanying this License.
2. Permitted Uses and Restrictions. This
License allows you to install and use the EdApps Software on a single hardware
unit at a time. You may not install and/or operate the EdApps Software on more
than one hardware unit at a time. You may make one copy of the EdApps Software
in machine-readable form for backup purposes only. The backup copy must include
all copyright notices and any other proprietary legends contained on the
original copy of the EdApps Software. You may use the EdApps Software in a
networked environment and transmit the EdApps Software from one hardware system
to another over a network so long as you have a separate license for each
hardware unit that receives the EdApps Software. Except as permitted by
applicable law and this License, you may not decompile, reverse engineer,
disassemble, modify, rent, lease, loan, distribute, create derivative works
from the EdApps Software or publish or transmit the EdApps Software over a
network. You may, however, transfer your rights under this License, provided
you transfer the related documentation, this License, and a copy of the EdApps
Software to a party who agrees to accept the terms of this License and destroy
any other copies of the EdApps Software in your possession. Your rights under
this License will terminate automatically without notice from EdApps if you
fail to comply with any term(s) of this License.
You may access the EdApps Software and any
corresponding services only through the interfaces and protocols provided or
authorized by EdApps. You agree to abide by all laws and regulations in effect
regarding your use of the EdApps Software. Finally, you may not authorize or
assist any third party to do any of the things prohibited in this paragraph.
The EdApps Software is a "commercial
item," as that term is defined in
3. Information Policies. The following
section explains EdApps’s information practices, including information it
collects from you, how EdApps will use the information, and the choices you
have with your information. By installing and using the EdApps Software, you
consent to these information practices. When you purchase or license products
from EdApps, EdApps may collect registration-related information, such as name,
home or work addresses, email addresses, telephone numbers, etc.), information
about your responses to EdApps’s offerings, transaction-related information
(such as payment methods, billing information and product purchases) and
customer service related information.
EdApps will use this information to improve
its products, to improve your experience and use of EdApps’s products, to
fulfill your orders, to communicate with you and respond to your inquiries, and
to offer you other products, programs or services that may be of interest to
you. The information will not be shared with third parties unless specifically
authorized by you or in response to a legal process. Each time you receive any
promotions by e-mail from EdApps, you will be given the opportunity in that
e-mail to unsubscribe from any further promotions. Keep in mind, however, that you
understand and agree that EdApps may continue to contact you about important
information concerning your transactions with EdApps, or to provide you with
important notices about your EdApps Software.
Please keep in mind that while EdApps has
established safeguards to help prevent unauthorized access to or misuse of you
information, it cannot guarantee that your personally identifiable information
will never be disclosed in a manner inconsistent with the information practices
disclosed in this section (for example, in the event of unauthorized acts by
third parties that violate applicable law or policies).
You agree and understand that EdApps may
assign this license to a successor in interest without notice to you. In the
event that EdApps’s ownership was to change as a result of a merger,
acquisition, or transfer to another company, your information may be
transferred.
4. Changes and Upgrades. EdApps may change
or discontinue any feature or component on the EdApps Software at any time and
without notice. Any supplemental software, fixes or upgrades (“Upgrades”) may
be subject to additional terms and conditions that will be presented to you at
the time of such Upgrades. By installing and using the Upgrades, you agree to
comply with such additional guidelines and rules.
5. Limited Warranty on Media. EdApps
warrants the media on which the EdApps Software is delivered to be free from
defects in materials and workmanship under normal use for a period of thirty
(30) days from the date of original purchase. Your exclusive remedy under this
paragraph shall be, at EdApps's option, a refund of the purchase price of the
product containing the EdApps Software or replacement of the EdApps LLC
Software which is returned to EdApps LLC or an authorized representative of
EdApps.
THE LIMITED WARRANTY SET FORTH HEREIN IS
EXCLUSIVE AND IN LIEU OF ALL OTHERS, WHETHER ORAL OR WRITTEN, EXPRESS, OR
IMPLIED. EDAPPS LLC SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES. THIS LIMITED
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS
WHICH VARY BY JURISDICTION.
6. Disclaimer of Warranty on EdApps
Software. You expressly acknowledge and agree that use of the EdApps Software
is at your sole risk. The EdApps Software is provided "AS IS," “WITH
ALL FAULTS” and without warranty of any kind.
You, not EdApps, shall have sole
responsibility for the accuracy, quality, integrity, legality, reliability,
appropriateness and copyright of all data that you transfer through the EdApps
Software and EdApps shall not be responsible or liable for the deletion,
corruption, destruction, damage, loss or failure to store any data. It is your
responsibility to verify that all desired files are successfully backed up
after you make a transfer using the EdApps Software.
EDAPPS EXPRESSLY DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES THAT THE
EDAPPS SOFTWARE AND SERVICES DISTRIBUTED BY EDAPPS ARE MERCHANTABLE, OF
SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED,
OR NON-INFRINGING. EDAPPS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE
EDAPPS SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE
EDAPPS SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE
EDAPPS SOFTWARE WILL BE CORRECTED. FURTHERMORE, EDAPPS DOES NOT WARRANT OR MAKE
ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE EDAPPS
SOFTWARE OR RELATED DOCUMENTATION OR SUPPORT IN TERMS OF THEIR CORRECTNESS,
ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE
GIVEN BY EDAPPS OR AN AUTHORIZED REPRESENTATIVE OF EDAPPS SHALL CREATE A
WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE EDAPPS
SOFTWARE PROVE DEFECTIVE, YOU (AND NOT EDAPPS OR AN AUTHORIZED REPRESENTATIVE
OF EDAPPS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR
CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
7. Limitation of Liability. YOUR EXCLUSIVE
REMEDY REGARDING ANY MEDIUM CONTAINING THE EDAPPS SOFTWARE PROVIDED BY EDAPPS
SHALL BE THE REPLACEMENT OF ANY SUCH MEDIUM FOUND TO BE DEFECTIVE. EDAPPS AND
ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE,
OR RELIANCE UPON THE EDAPPS SOFTWARE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR
LOST PROFITS, LOST OR MISDIRECTED DATA, LOSS OF GOODWILL, WORK STOPPAGE,
COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES,
EVEN IF EDAPPS KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES
OR JURISDICTIONS, EDAPPS’S LIABILITY, AND THE LIABILITY OF ITS SUPPLIERS, SHALL
BE LIMITED TO THE EXTENT PERMITTED BY LAW. In no event shall EdApps's total liability to you for all damages exceed
the amount paid for this to the EdApps Software.
8. Indemnification. Upon a request by
EdApps, you agree to defend, indemnify, and hold harmless EdApps and its parent
and other affiliated companies, and their employees, contractors, officers, and
directors from all liabilities, claims, and expenses, including attorney's fees
that arise from your use or misuse of the EdApps Software. EdApps reserve the
right, at its own expense, to assume the exclusive defense and control of any
matter otherwise subject to indemnification by you, in which event you will
cooperate with EdApps in asserting any available defenses.
9. Export Law Restrictions. EdApps controls
and operates this Service from its location in the United States of America and
is subject to the United States Export Administration Laws and Regulations.
EdApps makes no representation that the EdApps Software is appropriate or
available for use in other locations. You agree that the EdApps Software will
not be exported outside the United States except as authorized by United States
law. You also agree that EdApps Software that has been rightfully obtained
outside of the United States shall not be exported except as authorized by the
laws of the United States and of the jurisdiction in which the EdApps Software
was obtained.
10. Termination. EdApps may cancel or
suspend your license and use of the EdApps Software immediately and without
notice, if there has been a violation of this License or if you have failed to
pay your applicable license fee. You remain responsible for paying any amounts
owed on your account at the time your license is terminated or cancelled. In
addition to any other remedy available to EdApps, you agree that EdApps may
seek immediate injunctive relief in the event of a breach of this license by
you or any of your officers, employees or agents.
11. Controlling Law and Severability. This
License shall be governed by the laws of the United States and the State of
Texas. If for any reason a court of competent jurisdiction finds any provision,
or portion thereof, to be unenforceable, the remainder of this License shall
continue in full force and effect. You further agree that any disputes or
claims that you may have against EdApps will be resolved by a court located in
the State of California.
PLEASE NOTE THAT BY AGREEING TO THIS
LICENSE AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE
AGAINST EDAPPS BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN;
(2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN,
STATE OR FEDERAL COURTS IN THE STATE OF TEXAS OVER ANY DISPUTES OR CLAIMS YOU
HAVE WITH EDAPPS; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF
COURTS LOCATED IN THE STATE OF TEXAS FOR THE PURPOSE OF RESOLVING ANY SUCH
DISPUTES OR CLAIMS.
12. Complete Agreement. This License
constitutes the entire agreement between the parties with respect to the use of
the EdApps Software and supersedes all prior or contemporaneous understandings
regarding such subject matter. No amendment to or modification of this License
will be binding unless in writing and signed by EdApps. EdApps may assign this
contract at any time without notice to you.
13. Electronic transactions. Your
affirmative act of purchasing a license and installing the EdApps Software
constitutes your consent to enter into agreements with EdApps electronically.
You also agree that EdApps may send to you in electronic form any privacy or
other notices, disclosures, reports, documents, communications or other records
regarding the EdApps Software (collectively, “Notices”). EdApps can send you
electronic Notices to the e-mail address that you provided to EdApps during
registration. The delivery of any Notice from us is effective when sent by
EdApps, regardless of whether you read the Notice when you receive it or
whether you actually receive the delivery. In order to receive Notices
electronically, you must have a personal computer with a modem connected to a
communications source (telephone, wireless or broadband), and a Windows-based
operating system with an Internet browser or a Macintosh-based operating system
with an Internet browser. You will need a printer attached to your personal
computer to print any Notices. All contracts completed electronically will be
deemed for all legal purposes to be in writing and legally enforceable as a signed
writing.
