Software License Agreement
This Agreement sets forth the terms and conditions for licensing of the Software from Emath Instruction Inc. (“eMATHinstruction”) to you, and installing and using the Software indicates that you have read and understand this Agreement and accept its terms and conditions. Do not use the Software until you have carefully read the following Agreement. The use by you of any services or content accessible through the Software may be subject to your acceptance of separate agreements with eMATHinstruction or third parties. This Agreement applies to all versions of the Software and other branded or customized versions unless otherwise agreed. If you purchased the Software from a retail store or directly from eMATHinstruction or other eMATHinstruction -authorized distribution channels, and do not agree with this Agreement, promptly return the Software and accompanying items to the place of purchase, or as provided below, within thirty (30) days of purchase with a dated receipt for a full refund. If the Software was preinstalled on your computer or disks came packaged with your computer at no extra charge, and if you do not agree with this Agreement, delete or do not use the Software.
Software is defined as files containing eMATHinstruction created materials inlcuding but not limited to PDF and MS Word files with which this Software License Agreement is included and any updates or maintenance releases thereto.
License and Certain Restrictions
SingleUser License. If you purchased a full, single user license of the Software, you are granted a limited non-exclusive license to access the Software from any computer with internet access. If you have purchased access to editable files you may use the editable Software on the computer(s) used by a single individual. You may not copy the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.
Additional Terms. Making additional copies of the Software or enabling others to use your license number (s), product number(s) and validation number(s), if any, is strictly prohibited. It is also prohibited to give copies to a person who has not purchased the appropriate license for the Software from eMATHinstruction; to disclose interfaces to the Software, to install the Software on computers used by individuals who have not purchased the appropriate licenses for the Software from eMATHinstruction; or to duplicate or distribute the Software by any other means including electronic transmission. The Software in its entirety is protected by the copyright laws of the United States of America. The Software also contains trade secrets, and you may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to human-perceivable form or disable any functionality which limits the use of the Software. You may not modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or timesharing basis), assign, loan, resell, or distribute the Software, disk(s), or related materials or create derivative works based upon the Software or any part thereof. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact eMATHinstruction regarding transferring our license to the new company. You may not network the Software. You may not copy or modify the Software in whole or part unless you have purchased editable files, or use trade secret information contained in the Software, to develop software to interface with the Software.
EMath Instruction may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its products and services (“Feedback”). You agree that eMATHinstruction may, in its sole discretion, use the Feedback you provide to eMATHinstruction in any way, including in future modifications of the Software, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant eMATHinstruction a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, modify, create derivative works from, distribute and display any information you provide to eMATHinstruction in the Feedback.
Termination. This Agreement may be terminated by eMATHinstruction immediately and without notice if you fail to comply with any term or condition of this Agreement. Upon such termination, you must immediately destroy all complete and partial copies of the Software, including all backup copies. From time to time, eMATHinstruction may change the terms and conditions of this Agreement. eMATHinstruction will notify you of any such change. For the latest version of this Agreement, go to https:\\emathinstruction.com, or such other site designated by eMATHinstruction. Your continued use of the Software will indicate your agreement to the change.
Satisfaction Guaranteed. If you are not 100% satisfied with this Software, eMATHinstruction’s and/or its Representatives (as defined below) entire liability and your exclusive remedy shall be to delete the Software from your computer(s) and return the Software within thirty (30) days of purchase to eMATHinstruction with a dated receipt within thirty (30) days of purchase to eMATHinstruction Returns Department, 10 Fruit Bud Lane, Red Hook, NY 12571 for such refund. If the Software is defective or inoperable, please notify eMATHinstruction by email at [email protected] .
DISCLAIMER OF WARRANTIES. EXCEPT AS PROVIDED ABOVE, THIS SOFTWARE AND ANY RELATED SERVICES OR CONTENT ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED “AS-IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMATH INSTRUCTION AND ITS REPRESENTATIVES DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SOFTWARE, RELATED MATERIALS AND ANY SUCH SERVICES OR CONTENT, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, SECURITY, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT.
EMATH INSTRUCTION AND ITS REPRESENTATIVES DO NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES OR CONTENT IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES EMATH INSTRUCTION AND ITS REPRESENTATIVES WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF PURCHASE OF THE SOFTWARE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS AS WELL, WHICH VARY FROM STATE TO STATE.
LIMITATION OF LIABILITY AND DAMAGES. THE ENTIRE LIABILITY OF EMATH INSTRUCTION AND ITS REPRESENTATIVES (AS DEFINED BELOW) FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMATH INSTRUCTION AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS OR SUPPLIERS (“REPRESENTATIVES”) ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF EMATH INSTRUCTION OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EMATH INSTRUCTION AND YOU. EMATH INSTRUCTIONWOULD NOT BE ABLE TO HAVE PROVIDED THIS SOFTWARE OR SERVICES WITHOUT SUCH LIMITATIONS.
DISPUTES. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE EMATH INSTRUCTION SOFTWARE OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply New York law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND EMATH INSTRUCTION ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to Emath Instruction Inc., at 10 Fruit Bud Lane, Red Hook, NY 12571 Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA’s rules. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section shall survive expiration, termination or rescission of this Agreement.
General Provisions. This Agreement sets forth eMATHinstruction’s and its Representatives’ entire liability and your exclusive remedy with respect to the Software. You acknowledge that this Agreement is a complete statement of the agreement between you and eMATHinstruction with respect to the Software, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Software.
This Agreement shall govern any services or content related to the Software, unless such services or content are subject to a separate written agreement between you and eMATHinstruction or its Representatives. However, the limitations of liability and disclaimer of warranties in this Agreement shall apply to eMATHinstruction and its Representatives with respect to such content or services except to the extent provided otherwise in a separate written agreement approved by EMath Instruction between you and EMath Instruction or the applicable Representative(s).
This Agreement does not limit any rights that eMATHinstruction may have under trade secret, copyright, patent, trademark or other laws. The Representatives of eMATHinstruction are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on eMATHinstruction, other than in writing signed by an officer of eMATHinstruction. Accordingly, such additional statements are not binding on eMATHinstruction and you should not rely upon such statements. If any provision of this Agreement is invalid or unenforceable under applicable law, then it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. The validity and performance of this Agreement shall be governed by New York law (without reference to choice of law principles), except as to copyright patent and trademark matters, which are covered by federal laws. This Agreement is deemed entered into at ______________________, and shall be construed as to its fair meaning and not strictly for or against either party.
Consumer Information and Privacy. For details about EMath Instruction’s privacy policies, please refer to the Privacy Statement on our website. You agree to be bound by the applicable eMATHinstruction privacy policies.
Copyright © 2016 by Kirk Weiler and/or Emath Instruction Inc. All rights reserved. eMATHinstruction screen displays, and any other eMATHinstruction content, © 2016 Emath Instruction Inc. All rights reserved.