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NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING, COPYING OR DISTRIBUTING ALL OR ANY PORTION OF THE CLEAR CREATIVE LEARNING SOFTWARE ("SOFTWARE") YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTION 7; AND LIABILITY IN SECTION 8. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.
Clear Creative Learning own all intellectual property in the Software. Clear Creative Learning permits you to Use the Software only in accordance with the terms of this Agreement.
1. Definitions."Software" means (a) all of the contents of the files (provided either by electronic download, on physical media or any other method of distribution), disk(s), CD-ROM(s) or other media with which this Agreement is provided. "Use" or "Using" means to access, install, download, copy, or otherwise benefit from using the functionality of the Software in accordance with the Documentation. "Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g., volume license) granted by Clear Creative Learning. "Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. "Clear Creative Learning" means Clear Creative UK Ltd, 306 Walmersley Road, Bury Lancashire BL9 6QF.
2. Software License. If you obtained the Software from Clear Creative Learning or one of its authorised licensees, and subject to your compliance with the terms of this agreement (this "Agreement"), including the restrictions in Section 3, Clear Creative Learning grants to you a non-exclusive license to Use the Software for the purposes described in the Documentation as follows.
2.1 General Use. You may install and Use a copy of the Software on your compatible Computer.
2.2 Server Use and Distribution.
2.2.1 You may install one copy of the Software on a computer file server within your internal network for the sole and exclusive purpose of (a) using the Software (from an unlimited number of client computers on your internal network) and (b) allowing for printing within your internal network. Unless otherwise expressly permitted hereunder, no other server or network use of the Software is permitted, including but not limited to use of the Software (i) either directly or through commands, data or instructions from or to another computer or (ii) for internal network, internet or web hosting services.
2.3 Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used on any Computer. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under Section 4.
2.4 Portable or Home Computer Use. The primary user of the Computer on which the Software is installed may make a second copy of the Software for his or her exclusive Use on either a portable Computer or a Computer located at his or her home, provided the Software on the portable or home Computer is not used at the same time as the Software on the primary computer.
2.5 No Modification.
2.5.1 You may not modify, adapt, translate or create derivative works based upon the Software. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software.
2.6 Third Party Website Access. The Software may allow you to access third party websites ("Third Party Sites"). Your access to and use of any Third Party Sites, including any goods, services or information made available from such sites, is governed by the terms and conditions found at each Third Party Site, if any. Third Party Sites are not owned or operated by Clear Creative Learning. YOUR USE OF THIRD PARTY SITES IS AT YOUR OWN RISK. CLEAR CREATIVE LEARNING MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD PARTY SITES.
3. Restrictions.
3.1 Web Player Prohibited Devices. You may not Use any Web Player on any non-PC device or with any embedded or device version of any operating system. For the avoidance of doubt, and by example only, you may not use a Web Player on any (a) mobile devices, set top boxes (STB), handhelds, phones, web pads, tablets and Tablet PCs that are not running Windows XP Tablet PC Edition, game consoles, TVs, DVD players, media centers (excluding Windows XP Media Center Edition and its successors), electronic billboards or other digital signage, internet appliances or other internet-connected devices, PDAs, medical devices, ATMs, telematic devices, gaming machines, home automation systems, kiosks, remote control devices, or any other consumer electronics device, (b) operator-based mobile, cable, satellite, or television systems or (c) other closed system devices.
3.2 Notices. You shall not copy the Software except as set forth in Section 2. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.
4. Transfer. You may not rent, lease, sublicense, assign or transfer your rights in the Software, or authorise all or any portion of the Software to be copied onto another user's Computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer (i) this Agreement, and (ii) the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions, to such person or entity, (b) you retain no copies, including backups and copies stored on a Computer, and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.
5. Intellectual Property Ownership, Copyright Protection. The Software and any authorised copies that you make are the intellectual property of and are owned by Clear Creative Learning and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Clear Creative Learning and its suppliers. The Software is protected by law, including without limitation the copyright laws of the United Kingdom and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Clear Creative Learning and its suppliers.
6. Updates. If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use such Update. All Updates are provided to you on a license exchange basis. You agree that by Using an Update you voluntarily terminate your right to use any previous version of the Software. As an exception, you may continue to Use previous versions of the Software on your Computer after you Use the Update but only to assist you in the transition to the Update, provided that: (a) the Update and the previous versions are installed on the same computer; (b) the previous versions or copies thereof are not transferred to another party or Computer unless all copies of the Update are also transferred to such party or Computer; and (c) you acknowledge that any obligation Clear Creative Learning may have to support the previous versions of the Software may be ended upon availability of the Update.
7. NO WARRANTY. The Software is being delivered to you "AS IS" and Clear Creative Learning makes no warranty as to its use or performance. Clear Creative Learning provides no technical support, warranties or remedies for the Software. CLEAR CREATIVE LEARNING AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, CLEAR CREATIVE LEARNING AND ITS SUPPLIERS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of Section 7 and Section 8 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use the Software after termination of this Agreement.