Software License agreement for Talking LabQuest ("TLQ") device
IMPORTANT NOTICE TO USER: Please read this End User License Agreement (the "Agreement") between you and Independence Science, LLC (also referred to herein as "ISci" or “Independence Science”) before using the Independence Science TLQ device (the "Device" as further defined herein below). The terms of this Agreement apply to the Software, which includes the media on which you received it, if any. By using the Device, you agree (for yourself or on behalf of the purchasing entity) to be bound by the terms of this Agreement with respect to the use of TLQ text-to-speech software (referred to herein as "TTS," “ISci TTS,” or the “Software” as further defined herein below). INDEPENDENCE SCIENCE, LLC IS WILLING TO LICENSE THE ENCLOSED SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. ACCORDINGLY, ISci GRANTS TO YOU A RESTRICTED LICENSE PURSUANT TO THIS AGREEMENT TO USE THE TTS BUT ONLY IN CONJUNCTION WITH THE DEVICE, AND ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. BY ACCESSING, COPYING, DOWNLOADING, OR INSTALLING THE SOFTWARE, OR BY USING THE SOFTWARE, YOU AND/OR THE ENTITY THAT YOU REPRESENT (TOGETHER AND/OR INDIVIDUALLY, “You”, “User”, AND/OR THE “Licensee”), ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND TO THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN ISci DOES NOT AGREE TO LICENSE THE SOFTWARE TO YOU AND YOU MAY NOT ACCESS, DOWNLOAD, COPY, INSTALL OR OTHERWISE USE THE SOFTWARE, AND YOU MAY RETURN THE SOFTWARE FOR A FULL REFUND, OR, IF THE SOFTWARE IS SUPPLIED AS PART OF LICENSED HARDWARE/EQUIPMENT, YOU MAY RETURN THE HARDWARE/EQUIPMENT FOR A FULL REFUND YOUR RIGHT TO RETURN AND REFUND EXPIRES 30 DAYS AFTER PURCHASE FROM ISci OR AN AUTHORIZED ISci RESELLER, AND APPLIES ONLY IF YOU ARE THE ORIGINAL END USER PURCHASER. THE LICENSED SOFTWARE IS ONLY LICENSED TO YOU, NOT SOLD TO YOU.
IMPORTANT NOTE: This is a restricted license only, not a transfer of title, to use the Software conditioned upon acceptance of the terms of this Agreement. ISci owns and retains all right, title and interest in and to the Software and associated intellectual property. This restricted license does not entitle Licensee to any support services. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO ISci. This Device may be used only within a school district or school region and only for educational purposes. Each Device is licensed on a per unit basis for use by an individual within the purchasing organization. Independence Science anticipates that the second version (“Version 2.0”) of the text-to-speech software will be available in 2014. Version 2.0 will include a fully accessible LabQuest with software for peripheral devices. Free upgrades will be available for the TLQ Software for those who have purchased from ISci or an authorized ISci Reseller the Version 1.0 software on or prior to the date Dec 31, 2013, or on or prior to the date that software Version 2.0 is released, whichever date occurs sooner. ISci reserves the right to change or modify the terms of this Agreement.
1. General. The LabQuest is a hardware device owned and warranted by Vernier Software and Technology. Independence Science has developed the Software for the LabQuest that provides synthetic speech output to allow non-visual operation of this hardware device. ISci and Vernier Software and Technology are unrelated entities, without the ability to bind one another. When coupled with the Software, the LabQuest is known as the “Talking LabQuest device”, or the “TLQ” or the “Device.” The TTS, regardless as to whether it was purchased, preloaded and activated or loaded and then activated after initial LabQuest purchase, is purchased subject to this software licensing agreement. The Software and any documentation accompanying this Agreement whether on disk, in read only memory, on any other media or in any other form (collectively referred to herein as the "Independence Science Software" or the “TTS” or the “ISci TTS,” or the “Software”) are licensed, not sold, to you by ISci for use only under the terms of this Agreement, and ISci reserves all rights not expressly granted to you. The rights granted herein are limited to the intellectual property for the TTS produced by ISci for the TLQ Device and these rights do not include any other rights to any other patents or intellectual property, which other rights are retained. You own the hardware device on which the TTS is installed, in accordance with Vernier Software and Technology policies, but ISci retains ownership of the TTS itself. The rights granted under the terms of this License include any software upgrades that replace and/or supplement the original ISci TTS, unless such upgrade contains a separate license. NOTE: ISci reserves the unilateral right to modify or replace the terms of this Agreement with respect to any upgrades or enhancements to, or replacement versions of the Software, including the right to post such modified or replacement terms on ISci’s web site, which Users should check periodically. The use of any such upgraded, enhanced, or replacement Software constitutes acceptance of any such modified or replacement terms.
Title, name, and any intellectual property rights within and related to any non data content displayed by or accessed through the ISci TTS belongs to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to the terms of use of the third party providing such content. This Agreement does not grant you any rights to use such content in a manner that is not consistent with data collection or analysis.
2. Permitted uses and restrictions. This Agreement does not allow the ISci TTS to exist on more than one Device at a time, and you may not make the ISci TTS available over a network where it could be used by multiple Devices at the same time. You may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the ISci TTS or any part thereof. The ISci TTS is intended for use within educational and research grade capacities to the extent of allowing a user the appropriate access to data collection for later interpretation and analysis. The ISci TTS and the Device can be used by individuals for personal use. Independence Science or its licensors are not responsible for death, personal injury, or severe physical or environmental damage that may occur due to the use of the ISci TTS or the Device, whether used in a commercial or residential setting.
3. Transfer. You may not rent, lease, or sublicense the ISci TTS, alone or bundled with LabQuest or any other device without the prior written permission of ISci.
4. Termination. This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice from ISci if you fail to comply with any term(s) of this Agreement. Upon the termination of this Agreement, you shall cease all use of the ISci TTS and return all copies, full or partial, of the ISci TTS software and Documentation.
5. Disclaimer of warranties. You expressly acknowledge and agree that use of the ISci TTS is at your sole risk and that the entire risk as to satisfactory quality and performance is with you. The ISci TTS is provided "AS IS", with all faults and without warranty of any kind, and Independence Science and Independence Science's licensors hereby disclaim all warranties and conditions with respect to the ISci TTS, whether expressed or implied, including, but not limited to, the implied warranties and/or conditions of third party rights. IN NO EVENT DOES ISci WARRANT THAT THE SOFTWARE IS ERROR FREE OR THAT LICENSEE WILL BE ABLE TO OPERATE THE SOFTWARE WITHOUT PROBLEMS OR INTERRUPTIONS. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY ISci. ISci DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE OR THAT LICENSEE WILL BE ABLE TO OPERATE THE SOFTWARE WITHOUT PROBLEMS OR INTERRUPTIONS. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. THIS LIMITATION APPLIES ONLY IN STATES OR JURISDICTIONS WHICH ALLOW EXCLUSION OF EXPRESS WARRANTIES.
6. Limitation of Liability. REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN FAILS ITS ESSENTIAL PURPOSE OR OTHERWISE, NEITHER ISci NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE OR USER MANUALS SHALL BE LIABLE TO YOU FOR ANY DAMAGES OF ANY TYPE, INCLUDING BUT NOT LIMITED TO, ANY LOST REVENUE, LOST PROFITS, LOST SAVINGS, LOSS OF ANTICIPATED BENEFITS, LOSS OF CAPITAL, LOST OR DAMAGED DATA OR OTHER INFORMATION, OR OTHER INCIDENTAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR OTHERWISE AND EVEN IF ISci OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH PROGRAMS, WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT TORT, OR UNDER ANY WARRANTY, OR OTHERWISE, EVEN IF ISci HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY OTHER CLAIM BY ANY OTHER PARTY. ISci’s LIABILITY FOR DAMAGES IN NO EVENT SHALL EXCEED THE PRICE PAID BY LICENSEE FOR THE SOFTWARE, INCLUDING THE RIGHT TO USE THE SOFTWARE. THIS LIMITATION APPLIES ONLY IN STATES OR JURISDICTIONS WHICH ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES. Licensee agrees that the limitations of liability and disclaimers set forth herein will apply regardless of whether Licensee has accepted the Software or any other equipment or service delivered by ISci or otherwise obtained by Licensee. Licensee acknowledges and agrees that ISci has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.
7. OTHER PROVISIONS.
7.1 Governing Law. This Agreement, and all disputes arising out of or related thereto, shall be governed by and construed under the laws of the State of Indiana without reference to conflict of laws principles. All such disputes shall be subject to the exclusive jurisdiction of the state and federal courts having jurisdiction over Tippecanoe County, Indiana, and each party agrees and submits to the personal and exclusive jurisdiction and venue of these courts.
7.2 Assignment. Licensee shall not sell, lease, license, sublicense, assign the Software, alone or bundled with the LabQuest or any other device, or this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise, without the prior written consent of ISci. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
7.3 Export Regulations. Licensee understands that ISci is subject to regulation by the U.S. government and its agencies, which prohibit export or diversion of certain technical products and information to certain countries and individuals. Licensee warrants that it will comply in all respects with all export and re-export restrictions applicable to the Software and Device and associated technology and documentation provided hereunder.
7.4 Independent Contractor. ISci is an independent contractor and nothing in this Agreement shall be deemed to constitute a joint venture, or partnership, or any other agreement, business, financial or otherwise between the parties hereto. Neither party shall have the right to bind the other party.
7.5 Modification. Except as expressly provided herein or in a purchase order, this is the entire agreement between the parties relating to the subject matter hereof and all other terms are rejected. No waiver or modification of this Agreement shall be valid unless in writing referencing this Agreement and signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect.
8. CONTACT INFORMATION. If you have any questions about this End User License Agreement, or if you want to contact ISci for any reason, please direct all correspondence to: Independence Science, LLC., 3000 Kent Ave, West Lafayette, IN 47906, United States of America or email info@independencescience.com. This web site should be checked frequently for product updates, including updates to terms and conditions of use covering enhancements, upgrades, improvements, or replacements to the Software.
Independence Science® is a registered trademark of Independence Science, LLC.