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PLEASE READ THIS DOCUMENT CAREFULLY. THE INDIVIDUAL OR ENTITY ("YOU") INSTALLING, COPYING OR DOWNLOADING THIS PRODUCT AGREES TO BE BOUND BY THE TERMS OF THIS LICENSE.
Assess2Achieve Management Information System and the accompanying documentation ("SOFTWARE") are provided to YOU by Keldan Systems Ltd ("LICENSOR") for use only under the following terms. LICENSOR reserves any right not expressly granted to YOU. YOU own the disk on which the SOFTWARE is recorded, but LICENSOR retains ownership of all copies of the SOFTWARE itself. YOU assume sole responsibility for the installation, use and results obtained from use of the SOFTWARE.
While effort was made to ensure the accuracy of the calculations, there is NO WARRANTY, expressed or implied, for the accuracy or applicability of the results generated by this SOFTWARE.
The LICENSOR will from time to time determine the applicable payment ("FEES") needed to register the SOFTWARE. The SOFTWARE will be licensed to an individual or a single, geographically contiguous office building, complex or campus location ("SITE"). Those persons within a SITE ("USERS") who are authorized by YOU to have access to the SOFTWARE.
1. License.
YOU are granted a limited, non-exclusive license to do only the following:
A. Install this shareware version of the SOFTWARE only for the purpose of evaluating the SOFTWARE. The entire Evaluation period for the SOFTWARE product may be no longer than 120 days, at which time YOU must register the SOFTWARE and provide the accompanying FEE in order to continue using the SOFTWARE, or entirely delete the SOFTWARE from YOUR computer(s).
B. Install and maintain the SOFTWARE on only one computer (not to be a network server) at any time for use only in YOUR own business, or for personal use by YOU. Use on additional computers requires an additional copy of Licensed SOFTWARE to be registered/purchased for each additional computer. Alternatively if YOU require multiple copies of the SOFTWARE YOU must pay the SITE license FEES.
C. Make copies of only this SOFTWARE in machine-readable form for distribution to a third party solely for the purpose of evaluation for purchase by the third party, provided the entire contents of the SOFTWARE are copied in their entirety with payment, copyright, and trademark information in place. Although the SOFTWARE may not be sold, a fee of no greater than $4 (U.S.) may be charged for the service of providing this SOFTWARE to others on physical, magnetic media (i.e. charging for the media and duplication services only). The SOFTWARE is protected by copyright law. This SOFTWARE and documentation is Copyright (c) 2003 by Keldan Systems Ltd. All Rights Reserved Worldwide.
D. Transfer the SOFTWARE and all rights under this License to another party together with a copy of this License and all written materials accompanying the SOFTWARE provided (i) YOU give LICENSOR written notice of the transfer (including in such notice the identity of the transferee), and (ii) the other party reads and agrees to accept the terms and conditions of this License.
2. Fee
On payment of the FEES the license will be extended for the time period of one year from purchase. The price of the FEES is fixed and will not be pro-rated. The software may not function after the license expires. It is available for renewal on an annual basis. When FEES are paid for a SITE, USERS must be bona fide employees of YOU. For a SITE license YOU shall pay to the LICENSOR a FEES, calculated on the basis of the total projected number of students enrolled in courses listed at the SITE.
3. Copyright.
This SOFTWARE and documentation is Copyright (c) 2003 by Keldan Systems. All Rights Reserved Worldwide. This SOFTWARE is protected under United Kingdom of Great Britain copyright laws and international treaty provisions. YOU may not distribute the registered version of the SOFTWARE nor distribute the registration code provided to YOU by the LICENSOR. YOU must treat the use of this SOFTWARE just like a book. This SOFTWARE may be freely moved from one computer location to another, as long as there is no possibility of it being used at one location while it's being used at another. Similarly, a book cannot be read by two people at the same time.
4. Restrictions.
YOU may NOT sublicense, or assign copies of the SOFTWARE to others. The SOFTWARE contains trade secrets. YOU may NOT decompile, reverse engineer, disassemble, or otherwise reduce the SOFTWARE to a human readable form. YOU MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, OR OTHERWISE ASSIGN OR TRANSFER THE SOFTWARE, OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 1.C. ABOVE.
5. Protection and Security.
YOU agree to use YOUR best efforts and to take all reasonable steps to safeguard the SOFTWARE to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. YOU acknowledge that the SOFTWARE contains valuable confidential information and trade secrets and that unauthorized use and/or copying are harmful to the LICENSOR
6. Termination.
This License is effective until terminated. This License will terminate immediately without notice from the LICENSOR if YOU fail to comply with any of its provisions. Upon termination YOU must destroy the SOFTWARE and all copies thereof, and YOU may terminate this License at any time by doing so.
7. Disclaimer of Warranty.
The SOFTWARE IS LICENSED "AS-IS." THE LICENSOR MAKES NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THIS PROGRAM, ITS QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN PARTICULAR, IT IS NOT GUARANTEED TO PREVENT OR DETECT DAMAGE TO YOUR DATA OR PROGRAMS. IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY CLAIMS FOR LOST PROFITS OR ANY DAMAGE, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO CASE SHALL THE LICENSOR LIABILITY EXCEED THE LICENSE FEES PAID FOR THE RIGHT TO USE THE LICENSED SOFTWARE. THE LICENSE AGREEMENT AND WARRANTY SHALL BE CONSTRUED, INTERPRETED, AND GOVERNED BY THE LAWS OF THE UNITED KINGDOM OF GREAT BRITIAN.
8. Enhancements.
From time to time LICENSOR may, in its sole discretion, advise YOU of updates, upgrades, enhancements or improvements to the Software and/or new releases of the SOFTWARE (collectively, "Enhancements"), and may license YOU to use such Enhancements upon payment of prices as may be established by LICENSOR from time to time. All such Enhancements to the Software provided to YOU shall also be governed by the terms of this License.
9. Audit Rights
YOU agree to keep all usual and proper records and books of account and all usual and proper entries relating to each installation, copy and authorized USER of the SOFTWARE. The LICENSOR may cause an audit and/or inspection to be made of your applicable records and facilities in order to verify your compliance with the terms of this License Agreement. Within thirty (30) days of notice by the LICENSOR to YOU of any error or omission disclosed by such audit, YOU will make prompt adjustment and reimbursement to the LICENSOR of such error or omission. Any such audit or inspection will be conducted by an audit and/or inspection team selected by the LICENSOR (other than on a contingent fee basis). Any audit and/or inspection will be conducted during regular business hours at your facilities, with five (5) days written notice. YOU agree to provide the LICENSOR's designated audit or inspection team access to the relevant records and facilities and to otherwise cooperate with such audit or inspection team. Any such audit and/or inspection will be paid for by the LICENSOR, provided, however, that in the event that any such examination discloses a shortfall in payment of more than five percent (5%) for any quarter, YOU agree to (i) pay or reimburse the LICENSOR for the reasonable expenses of the examination, as determined in good faith by the parties at the completion of the examination, and (ii) immediately remit payment to the LICENSOR for the full amount of any disclosed shortfalls (in addition to the reasonable expenses for such examination).
10. High Risk Activities.
The Software is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities"). The LICENSOR expressly disclaims any express or implied warranty of Fitness for High Risk Activities.
11. General.
This License will be governed by and construed in accordance with the laws of the United Kingdom of Great Britain, and shall inure to the benefit of LICENSOR and YOU and their successors, assigns and legal representatives. If any provision of this License is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this License will remain in full force and effect. Any notices or other communications to be sent to the LICENSOR must be mailed first class, postage prepaid, to the following address: Keldan Systems Ltd, PO Box 120, Royston, England SG8 5ZL.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior proposals, agreements, representations, statements and undertakings are hereby expressly cancelled and superseded. This Agreement may not be changed or amended except by a written instrument executed by a duly authorized officer of the LICENSOR.
12. Force Majeure
Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected
13. Acknowledgment.
BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS. Should YOU have any questions concerning this License, contact the LICENSOR at the address set forth above.
Copyright (c) 2003 by Keldan Systems Ltd
All Rights Reserved Worldwide.
Document Date: 1 September 2003
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