CARSON-DELLOSA PUBLISHING END USER LICENSE AGREEMENT FOR APPLICATIONS

PLEASE READ CAREFULLY -- THIS IS A BINDING CONTRACT

This End User License Agreement (the "Agreement") is a binding agreement between you and Carson-Dellosa Publishing, LLC, which together with its affiliates (collectively, "Carson-Dellosa", "we" or "us") makes this application available (the "Application"). This Agreement incorporates by reference: the Terms and Conditions, Privacy Notice, and Copyright Permissions accessible on www.carsondellosa.com, and other policies, conditions, rules and procedures that we post and update through the Application itself, cdlearningspot.com, or on carsondellosa.com. You accept the terms of this Agreement by clicking to confirm acceptance or by using the Application. If you do not agree with the terms of this Agreement, you may not use the Application.


1. Use of the Application

Subject to your compliance with the terms of this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Application solely for the purpose of management and playback of content that you have lawfully received from us, and that you have the right to store and retrieve.  The Application may be used to play back content only (i) for your personal use or (ii) in connection with your employment in educational settings for the instruction of students.  You agree not to use the Application in any other way, including for any commercial purpose, or to store, transfer or distribute content of or on behalf of third parties, for any form of file sharing, to operate your own content application or service, to use in connection with any content not received from us, or to resell any part of the Application. The Application is offered in the United States and we may restrict access from locations outside the United States.  You may not decompile, disassemble, reverse engineer or created derivative works of the Application by any means whatsoever. You may not remove, alter, or obscure any product identification, copyright, or other intellectual property notices in the Application.  All rights not expressly granted herein are reserved to us.


2. Amendments to this Agreement

We intend to update the terms of this Agreement from time to time as the Application changes and evolves. You agree that we can update the terms of this Agreement at any time by posting changes in the Application itself or on carsondellosa.com. Unless we otherwise note at the time of posting, changes will be effective immediately upon posting. You accept changes either by using the Application after we post the changes within the Application or on carsondellosa.com or by clicking to confirm acceptance.  If you do not agree with any changes, you must cease using the Application and remove it from your computer and other devices.  You are responsible for checking the Application and carsondellosa.com for changes to this Agreement.  You should periodically access this Agreement through the Application or on carsondellosa.com to review the current Agreement.


3.  Use of Your Carson-Dellosa Account

3.1 Carson-Dellosa To use the Application, you must have a Carson-Dellosa account.  You may only use the Application in connection with one Carson-Dellosa account, so if you have multiple Carson-Dellosa accounts, you'll need to choose the account you want to use for the Application. You may not use a name, username or email address that you are not authorized to use, nor may you share your Carson-Dellosa username and password with others for purposes of allowing others to use the Application with your account. If we suspend or terminate your use of the Application in connection with a Carson-Dellosa account, you may not commence use of the Application in connection with another Carson-Dellosa account.

3.2 Internet Connection.    You must have a connection to the internet to download content for use with the Application, to authenticate the Application and any Software (as defined below) you purchase for use with the Application, and to download updates to the Application.  Some of the features of the Application require a connection to the internet.  For example, at present, our standards correlation feature requires a connection to the internet.  In the future, we may add additional features requiring an internet connection, and we may change features that currently can be used offline so that they require an internet connection.   


4. Technical Protection Measures. 

The Application and all content used in connection with the Application contains integrated digital rights management software ("DRM") and may include unique identifiers that are specific to you or your purchase ("Unique Identifiers").  By installing the Application, you acknowledge and agree to the Application's use of DRM and Unique Identifiers.  In order to install the Application on a device, the device must be connected to the internet so that we can authenticate the Application and verify your license (“Online Authentication”).  We reserve the right to validate your license through subsequent Online Authentication and by verifying the Unique Identifiers.  If your license is not valid, as determined solely by us, you may not be able to use the Application or any downloaded content.  A device will be authorized to run the Application and display content only after authentication and license validation by us. This Agreement allows for up to 5 machines to be authorized concurrently for access to the offline features of this Application.  When you install the Application on a machine and connect to the internet for Online Authentication, the machine is automatically authorized (provided you have authorizations available). When you uninstall the Application from a machine, that machine must be connected to the internet so that it can be de‐authorized through Online Authentication to free an authorization for another machine. To authorize the machine, simply install the Application (provided you have authorizations available) while connected to the internet.  If you disable or otherwise tamper with the DRM, the Application may not function properly and you will have materially breached this Agreement.


5. Software

5.1. Use of the Software.   Software for your use in connection with the Application (collectively, the "Software") is available at carsondellosa.com and through selected distribution partners. Unless and to the extent specifically provided otherwise in the Software or related documentation (including any Readme file), you may use the Software only in connection with the Application and you may not (a) separate any individual component of the Software for use other than in connection with the Application, (b) incorporate any portion of it into your own programs or compile any portion of it in combination with your own programs, (c) transfer it for use with another service, (d) use it, or any portion of it, over a network, (e) sell, rent, lease, lend, loan, distribute or sub-license the Software or otherwise assign any rights to the Software in whole or in part, or (f) modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the Software, whether in whole or in part, or create any derivative works from or of the Software. We may discontinue some or all of any Software at any time. We may also terminate your right to use any Software at any time and in such event may modify it to make it inoperable or take other actions as needed to restrict access to or availability of the Software.

5.2. Updates. In order to keep your Application and Software up-to-date, we may automatically provide you with updates/upgrades to the Application and the Software when your machines are connected to the internet.

5.3. Export Regulations; Government End Users. You agree to comply with all export and re-export restrictions and regulations and to not transfer, or encourage, assist, or authorize the transfer of, the Application or the Software to a prohibited country, or otherwise in violation of any applicable restrictions or regulations. If you are a U.S. Government end user, we are licensing the Software to you as a "Commercial Item" as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Software are the same as the rights we grant to all others under this Agreement.

5.4. Information Provided. The Application and the Software may provide us with information relating to your use and performance of the Application and the Software, as well as information regarding the devices on which you download and use the Application and the Software. For example, this information may include the device type, mobile network connectivity, location of the device, information about when the Software is launched, individual session lengths for use of the Application, or occurrences of technical errors. Any information we receive is subject to the carsondellosa.com privacy notice located at www.carsondellosa.com, as supplemented or amended from time to time.


6. Suspension; Termination. Your rights under this Agreement will automatically terminate without notice from us if you fail to comply with its terms. We may suspend or terminate your use of the Application at our discretion without notice at any time. You have no right to use the Application during a suspension or following a termination.


7. Severability of Terms. If any provision of this Agreement (including any amendment) is found invalid, void, or for any reason unenforceable, that provision is severable and does not affect the validity and enforceability of any remaining provisions. 


8. Disclaimer.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

THE APPLICATION AND THE SOFTWARE ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND FROM US. YOU AGREE THAT YOUR USE OF THE APPLICATION AND SOFTWARE IS ENTIRELY AT YOUR OWN RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE APPLICATION AND THE SOFTWARE, AND ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE APPLICATION OR THE SOFTWARE.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."


9. Limitation of Liability.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OF ANY KIND ARISING FROM YOUR USE OF THE APPLICATION OR SOFTWARE, OR FOR ANY DAMAGES RESULTING THEREFROM.

WE AGREE TO USE REASONABLE EFFORTS TO PROTECT PERSONAL INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE APPLICATION AND THE SOFTWARE, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF ANY INFORMATION IS AT YOUR SOLE RISK, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.


10. Reservation of Rights; Waiver. We retain all right, title and interest in and to the Application and the Software. You do not acquire any ownership rights in the Application or the Software, even Software we make available for download. Our failure to insist upon or enforce your strict compliance with this Agreement will not constitute a waiver of any of our rights.


11. General Provisions.  This Agreement (including those agreements and notices incorporated herein by reference) is the entire agreement between you and us, and governs your use of the Application, superseding any prior agreements between you and us, whether written or oral, relating to the subject matter.

This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina, without giving effect to the conflict of laws provisions of North Carolina or your actual state or country of residence. Any claim or controversy in any way arising out of or relating to this Agreement must be filed exclusively in a court of competent jurisdiction sitting in Guilford County, North Carolina, and you consent to exclusive jurisdiction in the courts located in that county.

This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. This Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Agreement shall be null and void.  We may assign this Agreement at any time without notice.

The titles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

If any provision of this Agreement is ruled invalid by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and other provisions of this Agreement remain in full force and effect. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this Agreement.

This Agreement does not in any way create the relationship of principal and agent, franchise, joint venture, or partnership. Neither party will act or attempt to act, or represent itself to others, as an agent of the other party or in any manner assume or create any obligation on behalf of or in the name of the other party, pursuant to this Agreement. Neither party will be liable for any debts or obligations of the other unless expressly assumed in writing.


12. Contact Information; Copyright Notices. For communications concerning this Agreement, or if you believe that your work has been copied in a way that constitutes copyright infringement, please write to Carson-Dellosa Publishing, LLC, Attn: Legal Department, 7027 Albert Pick Road, Greensboro, NC 27409.