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BLAKE EDUCATION PERPETUAL END USER LICENCE AGREEMENT INTRODUCTION Notice to all users: Carefully read through the following legal agreement. By installing the software you consent to be bound by and become a party to this agreement. If you do not agree to all of the terms of this agreement, do not install the software. If applicable, you may return the product to the place of purchase for a full refund. AN EXCEPTION IS MADE TO THIS AGREEMENT IN THE CASE OF SCHOOLS REVIEWING THE SOFTWARE FOR POSSIBLE PURCHASE. IN THIS CASE ONLY, THE SOFTWARE MAY BE INSTALLED WITHOUT PURCHASING IT. IF THE SCHOOL DECIDES TO RETURN THE SOFTWARE IT MUST BE UNINSTALLED FROM THEIR NETWORK. 1.DEFINITIONS a) “Goods” the CD Rom containing the Software and the packaging of the CD Rom as supplied to the Buyer under the Terms. b) “Software” the software and any documentation, associated media, printed materials and embedded materials or any part thereof contained in the Goods. c) “The Company” refers to Blake Education. d) “The Buyer” refers to the person or schools’ representative reviewing or purchasing the software. 2. LICENCE a) The Company hereby licences the Software to the Buyer on a limited, non-exclusive, royalty free, perpetual, non-transferable basis in Australia only, subject to the terms set out in this Licence. b) The Buyer may use the Software solely for internal purposes as an educational teaching aid only. The Software may be installed on each computer or workstation at one (1) school campus or installed onto a server to allow distribution of the software to each computer or workstation at one (1) school campus. Additional campuses will require additional licenses. c) The Buyer may not install the Software in such a way as to be accessible via the Internet a Virtual Private Network or in any way by anyone not at the campus where the software is located. d) The Buyer may not transmit any part of the Software by electronic means to anyone not at the campus where the software is located. e) The Company shall be under no obligation to provide upgrades of the Software. 3. TERMS This Agreement is effective for an unlimited duration unless and until earlier terminated as set forth herein. This Agreement will terminate automatically if the Buyer fails to comply with any of the limitations or other requirements described herein. Upon any termination or expiration of this Agreement, the Buyer must destroy all copies of the Software and documentation and uninstall it from their computers and Network. 4. LICENCE RESTRICTIONS The Buyer may not: a) Make or distribute copies of the Software, other than one copy for back-up purposes only; b) Sell, sub-licence or transfer the Software to any third party; c) Decompile, reverse engineer, disassemble or otherwise reduce the Software to eye-readable form; d) Modify or use the Software to create any derivative works; e) Make any public presentation (other than in accordance with the licence granted in clause 2b of the Software or use the Software or any printed copy of the Software without the prior written consent of the Company. 5. WARRANTY AND DISCLAIMER a) Limited warranty. The Company warrants that for sixty (60) days from the date of the original purchase the media (e.g. CD-ROM) on which the software is contained will be free from defects in materials and workmanship. b) Customer Remedies. The Company and its suppliers’ entire liability and the Buyer’s exclusive remedy for any breach of the foregoing warranty shall be, at the Company’s option, either: (i) return of the purchase price paid for the Software (ii) replacement of the defective media in which the Software is contained The buyer must return the defective media to the Company at their expense with a copy of their receipt. This limited warranty is void if the defect has resulted from an accident, abuse, or misapplication. Any replacement media will be warranted for the remainder of the original warranty period. Outside of Australia this remedy is not available to the extent the Company does not have the right to distribute or sell this product in any other territory outside of Australia. c) Warranty Disclaimer. Except for the limited warranty set forth herein. The Software is provided ‘As is”. To the maximum extent permitted by applicable law, the Company disclaims all warranties, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement with respect to the Software and the accompanying documentation. The Buyer assumes responsibility for selecting the Software to achieve their intended results, and for the installation of, use of, and results obtained from the Software. Without limiting the foregoing provisions, the Company makes no warranty that the Software will be errorfree or free from interruptions or other failures or that the Software will meet the Buyer’s requirements. 6. TERMINATION a) The Company may terminate this Licence upon written notice in the event of: (i) Any breach by the Buyer of any of the terms of this Licence or any material breach of the Terms; or (ii) Termination of the Terms for any reason whatsoever. b) Upon termination of this Licence in accordance with clause 6a the Buyer shall immediately: (i) Cease to use the Software and/or the Goods and return the same to the Company or destroy/delete the Software and/or the Goods as instructed by the Company; and (ii) Destroy/delete any copy made in accordance with clause 4.1.1 c) The Buyer shall indemnify the Company against any costs, expenses, liability, claims or losses incurred as a result of any failure by the Buyer to comply with the obligations under clause 6b. d) This clause shall survive termination of this Licence. 7. LIMITATION OF LIABILITY Under no circumstances and under no legal theory, whether in tort, contract, or otherwise, shall the Company or its suppliers be liable to the Buyer or to any other person for any indirect, consequential or purely financial damages of any character including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other damages or losses. In no event will the Company be liable for any damages in excess of the list price the Company charges for a licence to the Software, even if the Company shall have been advised of the possibility of such damages. This limitation of liability shall not apply to liability for death or personal injury to the extent that applicable law prohibits such limitation. 8. MISCELLANEOUS This agreement is governed by the laws of New South Wales, without reference to conflict of laws’ principles. This Agreement sets forth the rights of the user of the Software and is the entire agreement between the parties. The Company reserves the tight to periodically audit the Buyer to ensure they are not using the Software in violation of the Agreement. During the Buyer’s standard business hours and upon prior written notice, the Company may visit the Buyer and the Buyer will make available to the Company or its representatives any records pertaining to the Software to the Buyer. The cost of any requested audit will be solely borne by the Company, unless such audit discloses an underpayment or amount due to the Company in excess of five percent (5%) of the initial licence fee for the Software or the Buyer is using the Software in an unauthorised manner, in which case the Buyer must pay the cost of the audit. This Agreement supersedes any other communication with respect to the Software and Documentation. This Agreement may not be modified except by a written addendum issued by a duly authorised representative of the Company. No provision hereof shall be deemed waived unless such a waiver shall be in writing and signed by the Company or a duly authorised representative of the Company. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The parties confirm that it is their wish that this Agreement has been written in the English language only.