Renaissance Accelerated Reader Bookguide Web-Based Edition License
Please read this License carefully prior to accessing your website. By accepting the License and using this software, the purchasing entity ("Licensee") agrees to be bound by the terms of this License. If the Licensee does not agree to these terms, they must return the software and materials to Renaissance Learning, Inc. ("RL") for a refund.
1. Grant of License. RL grants Licensee a non-exclusive, non-transferable license to use the Accelerated Reader Bookguide Web-based software, which may include embedded third-party software licensed to RL ("Software"), for a defined subscription period. Subscriptions provide limited-term access to the Accelerated Reader Bookguide Web-based software, which is made available from the RL hosting service accessible via the Internet. During the subscription period, Licensee may utilize any and all personal computers physically located at a Licensed Site and connected to the Internet to access the Accelerated Reader Bookguide Web-based software.
2. Restrictions. Licensee shall have the right to gain access to the Accelerated Reader Bookguide Web-based software and use the Software on any and all personal computers owned or leased by Licensee that have Web access at Licensed Sites. "Licensed Sites" means a single-school building, or single-school campus, for which access rights have been purchased. Multiple schools within one building require one site license for the building. Licensee shall not make the Software available in whole or in part in any other networked or time-sharing environment. Licensee may not copy any portion of the software or translate, reverse engineer, disassemble, or decompile it. Access rights granted to Licensee shall be limited to those access rights necessary to use the functions provided in the Software, and necessary for its use. RLI reserves the right to restrict or prevent access to (i) any and all functions that access critical server or system resources; (ii) directly modify the software application directories or database. Licensee agrees and understands that the Software will be housed at a RL chosen hosting facility and will be operated on a server or servers as determined by RL.
3. Ownership. All rights in the Software and Software Content are owned, licensed by, and retained by RL. The Software and Software Content are protected under U.S. and international copyright laws and the source code of the Software is a trade secret of RL. Neither the Software nor the Licensee's rights or obligations under this License may be sublicensed, leased, rented, distributed, assigned, or transferred in whole or in part to any third party. All Software Content provided with the Software shall be used solely by and within the Licensee. Software Content shall not be given away, posted, leased, sold, or licensed for use by any third party. Software Content shall not be used in conjunction with software other than that provided or authorized by RL. Licensee shall be prohibited from capturing or extracting content by any means, or using content for any purpose other than the designated requirements of the product.
4. Confidentiality. RL shall not disclose to any third party, student or teacher information from the Software's database that includes names, identification numbers or any other identifying data without the prior written consent of Licensee. RL may inspect data in the Software's database and use it in a manner consistent with improving and correcting the performance and functionality of the Software and related hosting services, or as part of ongoing research studies on the effectiveness of the Software.
5. Term. The license and related hosting service is effective upon the subscription start date and through the subscription end date. Licensee may terminate this License at any time by notifying RL in writing to deactivate their Web-based software access. RL may terminate this License if the Licensee breaches any term of this License. Upon termination, Licensee will return all copies of the Product, and any portions thereof, to RL or destroy the same, including all copies on hard drives or memory devices and archival copies, and certify in writing to RL that it has done so.
6. Limited Warranty. RL warrants that, for a period of 30 days from the delivery (the "Warranty Period"), the Software will perform substantially in accordance with any accompanying written materials. This Limited Warranty is void if the failure of the Software results from accident, abuse, or misapplication. If, during the Warranty Period, a defect appears, Licensee may return the Software to RL for replacement or refund at RL's discretion. RL does not warrant the completeness or accuracy of any information contained in the Software, or that the use of the Software will meet Licensee's needs or that its use will be uninterrupted or error free. THE FOREGOING CONSTITUTES LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTIES (EXPRESS OR IMPLIED) MADE UNDER THIS LICENSE. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE PRODUCT IS LICENSED "AS IS," AND THE HOSTING SERVICES ARE PROVIDED ON AN "AS IS" BASIS. LICENSEE'S USE OF THE SERVICES IS SOLELY AT ITS OWN RISK. RL DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. RL DOES NOT WARRANT THAT THE HOSTING SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, WITHOUT SLOW RESPONSE TIME, OR COMPLETELY SECURE. NO RL DEALER, DISTRIBUTOR, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATION OR ADDITION TO THE FOREGOING WARRANTY.
7. Limitation of Liability. Licensee assumes responsibility for the selection of the Software to achieve its intended results, the use and acquisition of other software and/or equipment compatible with the Software, and the installation, use and results obtained from the Software. INASMUCH AS THE PRICE PAID FOR THE LICENSE RIGHTS GRANTED TO USE THE SOFTWARE MAY BE DISPROPORTIONATE TO THE VALUE OF PRODUCTS TO BE USED WITH THE SOFTWARE, AND TO LIMIT THE LIABILITY AGAINST RL TO AN AMOUNT REASONABLY PROPORTIONATE TO THE VALUE OF THIS TRANSACTION, LICENSEE AGREES THAT RL'S AND ITS LICENSOR'S CUMULATIVE LIABILITY TO LICENSEE AND ALL OTHER PARTIES FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS LICENSE SHALL NOT EXCEED THE FEE PAID BY LICENSEE FOR THE USE OF THE PRODUCT. RL SHALL NOT BE LIABLE FOR: (A) ANY LOSS OF USE OF LICENSEE'S COMPUTERS OR LOSS OR CORRUPTION OF DATA OR THE COSTS OF SYSTEM OR DATA RECOVERY; (B) ANY THIRD PARTY CLAIMS; OR (C) FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF RL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Force Majeure. Neither party shall be deemed in default or otherwise liable under this agreement due to its inability to perform its obligations by reason of any fire, earthquake, flood, hurricane, tornado, snowstorm, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy, embargo, war, act of God, act of terrorism, or any municipal, county, state, or national ordinance or law, or any executive, administrative or judicial order (which order is not the result of any act or omission which would constitute a default hereunder), or any failure or delay of any transportation, power, or communications system or any other or similar cause beyond that party's reasonable control.
9. Export Law Assurances. You may not use or otherwise export the Software except as authorized by U.S. law. In particular, but without limitation, the Software may not be exported (i) into (or to a national or resident of) any U.S. embargoed country (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders. By using the Software you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
10. Miscellaneous. No modification, amendment or waiver of any provision of this Agreement shall be effective unless approved in writing by both parties. Licensee may not assign its rights or obligations under this Agreement without the written consent of RL except this Agreement may be assigned to a successor and it shall be binding upon the successor. This agreement is freely assignable by RL.
11. Governing Law. This License shall be governed by the laws of the State of Wisconsin.
12. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the Software.
Copyright 2012 by Renaissance Learning, Inc. Renaissance Learning and Accelerated Reader Bookguide are trademarks of Renaissance Learning, Inc. and its subsidiaries that are registered, common law, or pending registration in the United States and in other countries.