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TERMS AND CONDITIONS |
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IMPORTANT
- READ CAREFULLY:
By installing, accessing, downloading, copying or otherwise
using Black Isle E-Learning Ltd (“Black Isle”) software and any associated media,
printed or electronic user manuals or guides or instructions regarding use of
such software that Black Isle may provide (the "documentation"), you
(on behalf of yourself or as an authorized representative on behalf of an entity)
agree to all the terms of this end user license agreement (the “agreement”)
regarding your use of the software and documentation. if you do not agree
with all of the terms of this agreement, do not download, access, install, copy
or otherwise use the software.
Scope of Agreement - This Agreement is between you and Black
Isle and governs your use of the Software.
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Summary of this EULA: |
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| 1. |
Definitions used in this
Agreement |
| 2. |
License for use is non-exclusive,
non transferable right |
| 3. |
Your use of the software
and distribution of this software is restricted |
| 4. |
Black Isle may provide you
with support services related to the Software Product |
| 5. |
You accept the software
product and software license “as is”. |
| 6. |
The Software Product is
owned by Black Isle |
| 7. |
Limitation of liability |
| 8. |
Black Isle may terminate
this EULA if you fail to comply with any term or condition
of this EULA. |
| 9. |
General Provisions |
| 10. |
If you are located
outside Canada, then the provisions of this Section shall
apply |
| 11. |
Contact Information |
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1. Definitions. |
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| 1.1 |
“Software” means
the Black Isle software applications and Documentation,
collectively. |
| 1.2 |
“Demo License” means
a license granted under the terms of this agreement to
you by Black Isle that shall be limited to the use of 5
learners, each with access to one demonstration version
of a learning object. |
| 1.3 |
“Standard License” means
a license granted under the terms of this agreement to
you by Black Isle that shall be limited to the use of a
specified number up to a maximum of 500 learners with a
specified number of learning objects available to each. |
| 1.4 |
“Enterprise License” means
a license granted under the terms of this agreement to
you by Black Isle that shall allow use by unlimited Learners,
and unlimited learning objects within a defined period
of time. |
| 1.5 |
“Learning Object” means
an electronic multimedia presentation which is managed
by the Black Isle software. |
| 1.6 |
“Learner” means
an end user of the learning objects managed by the Black
Isle software. |
| 1.7 |
“Server” means
a computer dedicated to providing one or more services
over a computer network. |
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2.
License Grant.
Subject to the terms and conditions of this Agreement, Black Isle grants you
a non-exclusive, non-transferable, time-defined license (without the right to
sublicense) to (i) access and use the software program, solely for use on the
number of Servers, Domains and with the number of learners and for the number
of learning objects for the license(s) you have purchased from Black Isle or
a Black isle Authorized Reseller; (ii) to use all associated Documentation in
connection with such authorized use of the Software;
3. Restrictions.
Except as expressly permitted
in this Agreement, you shall not, and shall not permit
any third party to: (i) copy, reverse engineer, reverse
assemble, or otherwise attempt to discover the source
code of all or any portion of the Software; (ii) reproduce,
modify, translate or create derivative works of all or
any portion of the Software; (iii) assist any third party
to gain access, license, sublicense, resell distribute,
assign, transfer or use the Software; or (iv) remove
or destroy any proprietary notices contained on or in
the Software or any copies thereof. You may only use the Software for which
Black isle has provided you a user name and password
and no other Black Isle Software except that downloaded
under the “Demo License”. If
you are using this software under Black Isle’s “Demo
License”, you may use the Software Product only
to evaluate its suitability for purchase. Evaluation
Software has been limited and restricted in its use.
BLACK ISLE BEARS NO LIABILITY FOR ANY DAMAGES RESULTING
FROM USE (OR ATTEMPTED USE AFTER EXPIRATION) OF THE SOFTWARE
PRODUCT AND HAS NO DUTY TO PROVIDE ANY SUPPORT BEFORE
OR AFTER THE EXPIRATION DATE OF A FREE LICENSE.
4. New Releases and Maintenance.
You may purchase a support and maintenance contract that
includes new releases, enhancements and updates of the
Software, in accordance with Black Isle’s current
policies, as posted on Black-Isle’s website at
www.black-isle.com/elearning. These policies may
change from time to time and Black Isle will update all
changes on said website.
5. Disclaimer
of Warranty.
YOU AGREE THAT BLACK ISLE PROVIDES THE SOFTWARE ON AN “AS
IS” AND “WHERE-AS” BASIS. BLACK
ISLE MAKES NO WARRANTIES WITH RESPECT TO THE PERFORMANCE
OF THE SOFTWARE WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, AND BLACK ISLE EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6. Intellectual Property
Rights.
All rights, title and interest in and to the Software
and any improved, updated, modified, or additional parts
thereof, shall at all times remain the property of Black
isle. Nothing herein shall give or be deemed to
give you any right, title or interest in or to the same
except as expressly provided in this Agreement. Black
Isle reserves all rights not expressly granted herein.
7. Limitation of Liability.
BLACK ISLE SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR INDIRECT DAMAGES, RELATED TO THIS LICENSE,
INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS,
OR DAMAGES ARISING FROM LOSS OF USE, LOSS OF CONTENT
OR DATA OR ANY ACTUAL OR ANTICIPATED DAMAGES, REGARDLESS
OF THE LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED,
AND EVEN IF BLACK ISLE HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN NO EVENT SHALL BLACK ISLE’S
LIABILITY TO YOU FOR DAMAGES HEREUNDER EXCEED THE AMOUNTS
PAID BY YOU TO BLACK ISLE FOR THE SOFTWARE.
8. Term and Termination.
This Agreement shall commence upon purchase of the licenses
for the Software and shall continue for the duration
of the copyright in the Software, unless otherwise terminated. You
may terminate this Agreement at any time by giving written
notice to Black isle. This Agreement will terminate
immediately without notice from Black Isle if you fail
to comply with any provision of this Agreement. Upon
termination, you must destroy any copies of the Software
and related documentation. Except for Section 3
(“License Grant”), all Sections of this Agreement
shall survive termination.
9. General Provisions.
All notices permitted or required under this Agreement
shall be in writing and shall be delivered by personal
delivery, telegram, telex, telecopier, facsimile transmission,
or by certified or registered mail, return receipt requested,
and shall be deemed given upon personal delivery, five
(5) days after deposit in the mail, or upon acknowledgment
of receipt of electronic transmission, and addressed
to the party to whom notice is given to at the address
provided in the online order form completed at the time
you purchased the Software (or such other address as
either party may specify in writing). This Agreement
shall be governed by the laws of the State of Ontario,
Canada without regard to conflict of laws principles. The
parties agree that the United Nations Convention on Contracts
for the International Sale of Goods is specifically excluded
from application to this Agreement. If any provision
hereof shall be held illegal, invalid or unenforceable,
in whole or in part, such provision shall be modified
to the minimum extent necessary to make it legal, valid
and enforceable, and the remaining provisions of this
Agreement shall not be affected thereby. The failure
of Black-Isle to enforce any right or provision of this
Agreement shall not constitute a waiver of such right
or provision. Nothing contained herein shall be
construed as creating an agency, partnership, or other
form of joint enterprise between the parties. In
the event any judicial proceeding, lawsuit or claim is
brought by one party against the other party in connection
with this Agreement, the prevailing party shall be entitled
to recover its reasonable fees and costs, including but
not limited to attorneys’ fees, expert witness
fees, consultant fees, and related costs and expenses. Except
as otherwise expressly provided in a prior or contemporaneous
agreement, this Agreement constitutes the parties’ entire
understanding regarding the Software, and supersedes
any and all other prior or contemporaneous agreements,
whether written or oral.
10. Outside the U.S/Canada.
If you are located outside the U.S. or Canada, then the
provisions of this Section shall apply. The parties confirm
that this EULA and all related documentation is and will
be in the English language. You are responsible for complying
with any local laws in your jurisdiction which might
impact your right to import, export or use the Software
Product, and you represent that you have complied with
any regulations or registration procedures required by
applicable law to make this license enforceable.
11. Contact Information.
If you have any questions about this EULA, or if you
want to contact Black Isle for any reason, please direct
all correspondence to: info@bluethistle-elearning.com
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