End user agreement for SynchronEyes Computer Lab Instruction Software
LICENSE AGREEMENT FOR
Please read this License Agreement carefully. This is a legal agreement between your company (the "Company") and SMART Technologies Inc. ("SMART") for SynchronEyes computer-lab instruction software (the "Software").
This License Agreement provides important information concerning the Software, provides the Company with a non-exclusive and non-transferable license to install and use the Software and contains warranty and liability information. By first installing and using the Software, you, on behalf of the Company, are accepting the Software and agreeing to become bound by the terms of this License Agreement. By so installing and using, you acknowledge that you have the authority to bind the Company to the terms of this License Agreement. If you do not have such authority or you, on behalf of the Company, do not otherwise agree to be bound by the terms of this License Agreement, do not install or use the Software.
1. Grant of License
Subject to payment of the applicable license fees, SMART grants the Company a non-exclusive, non-transferable license to install and use the Software and accompanying documentation as follows:
(a) the Company may install and use the Software on one (1) teacher-station desktop computer and an unlimited number of student-station desktop computers;
(b) the Company may transfer the Software to from one teacher-station desktop computer to another teacher-station desktop computer provided that it is removed from the teacher-station desktop computer from which it is transferred;
(c) any copying of the Software for teacher-station desktop computers is prohibited unless additional Software licenses are purchased by the Company; and
(d) the Company may copy the documentation, without change, as necessary to fully utilize the Software, provided the copies contain all of the original proprietary notices.
Any attempt by the Company to install or use the Software on teacher station desktop computers in excess of the number actually purchased and licensed by the Company is a breach of this Agreement.
The Company may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. The Company may not modify, rent, resell for profit, distribute or create derivative works based upon the Software.
3. Ownership and Proprietary Markings
The Company agrees that nothing in this License Agreement conveys to the Company any right, title or interest in the Software including all intellectual property rights created by or arising out of the performance of this License Agreement and the intangible concepts, knowledge, ideas, information, methodologies and know-how contained in and given effect through the Software.
SMART's logos, product names, the Software manuals, documentation and other support materials are either copyrighted, trademarked, constitute valuable trade secrets (whether or not any of them may be copyrighted or trademarked) or are otherwise proprietary to SMART. The Company agrees not to remove any product identification or notices of the proprietary restrictions from SMART's products.
4. Technical Support
Technical support will be provided by SMART free of charge for any issues that arise during initial installation of the Software. Any technical support beyond initial installation will be provided by SMART in accordance with SMART's software support policies and supplementary agreements, if any, at applicable fees.
This License Agreement is effective until terminated. The Company may terminate this License Agreement at any time by destroying the Software in the Company's possession. This License Agreement will also immediately terminate if, in SMART's sole opinion, the Company has failed to comply with any term or condition of this License Agreement. In the event of such termination, the Company agrees to certify in writing to SMART that the Software (together with any and all copies) has been destroyed or alternatively, has been returned to SMART.
6. Software Selection for Intended Results
The Company, and not SMART, assumes responsibility for (i) the selection of the Software to achieve its intended results; and (ii) the installation, use and results obtained from the Software.
7. Disclaimer of Warranties
If the Software proves defective, SMART will replace the Software for up to ninety (90) days from the date of purchase; otherwise, the Company assumes the entire cost of all necessary servicing, repair or correction of the Software.
Except as provided above, the Software is provided "as is" without warranty of any kind, either expressed or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose. SMART does not warrant that the Software will meet the Company's requirements or that the operation of the Software will be uninterrupted or error free. The entire risk as to the performance of the Software is with the Company. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to the Company. This warranty gives specific legal rights and the Company may have other rights that vary from jurisdiction to jurisdiction.
8. Limitation of Damages
SMART SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SMART OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION OR EXCLUSION MAY NOT APPLY TO THE COMPANY. The limited warranty, exclusive remedies and limited liability set forth above are fundamental elements of the basis of the bargain between SMART and the Company. The Company agrees that SMART would not be able to provide the Software on an economic basis without such limitations.
This License Agreement shall be governed exclusively by the internal laws of the Province of Alberta, Canada.
If the Company has any questions concerning this License Agreement, or if the Company desires to contact SMART for any reason, please write:
SMART Technologies Inc., Suite 600, 1177 - 11th Avenue SW, Calgary, Alberta CANADA T2R 1K9
SynchronEyes is a registered trademark of SMART Technologies Inc. in Canada. SynchronEyes is a trademark of SMART Technologies Inc.