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License Agreement

LIMITED LICENSE AGREEMENT

1.  ATTENTION! IMPORTANT -- READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCEPTING THIS AGREEMENT AND ACCESSING OR OTHERWISE USING THE LICENSED MATERIALS.  BY CLICKING AND ACCEPTING THIS AGREEMENT BELOW AND/OR DOWNLOADING, ACCESSING, INSTALLING, COPYING OR OTHERWISE USING THE MATERIALS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS.  IF YOU DO NOT AGREE, PROMPTLY EXIT THIS PAGE WITHOUT CLICKING AND ACCEPTING THE AGREEMENT OR ACCESSING OR OTHERWISE USING THE LICENSED MATERIALS.

2.  OWNERSHIP.  It is hereby understood and agreed by you (the “User”) that all right, title and interest in and to the Company’s materials, including but not limited to the portions of the Science Companion© curriculum to be obtained by the User through this website (the “Science Companion© Materials”) and all subsequent versions, revisions and updates thereof, regardless of the media or form in which the original or subsequent versions, revisions and updates may exist, is owned by the Chicago Educational Publishing Company, LLC (the “Company”) or its licensors.  You as User do not acquire any ownership rights in or to the Science Companion© Materials or any derivatives or modifications thereof.  User assumes sole and complete responsibility for the access to, use of and results obtained from the Science Companion© Materials.  The Science Companion© Materials is protected by copyright laws and international treaties.  As a Licensee, user may own the physical media (disk, floppy, CD-ROM, etc.) on which the licensed materials are originally or subsequently recorded or fixed.  The Company or its licensors retains all title and ownership, including copyright, of the Science Companion© Materials (including without limitation, images, video, audio, music, photographs, text, graphics, animations, and other content) recorded on the original media and all subsequent copies thereof, regardless of the form or media in or on which the original, and other copies may exist.  This Agreement authorizes limited, nonexclusive use of the Science Companion© Materials and is not a sale of the original software or any copy thereof.  The Company and its licensors retain all rights not expressly granted.  The License and this Agreement is revocable in accordance with its terms.  

3.  LICENSE.  Company hereby grants User a nonexclusive, revocable, limited right to access and license to use (the “License”) the Science Companion© Materials obtained under this Agreement in accordance with this License, as well as the Terms and Conditions [www.digital.sciencecompanion.com/terms-and-conditions] and Privacy Policy [www.digital.sciencecompanion.com/privacy-policy] on the Company web site(s).  All rights not expressly granted to User are hereby reserved by the Company.  User is authorized to use the Science Companion© Materials obtained under this Agreement on a single machine (single user License) unless User has purchased a Site License or a District License.

A Single User License permits you to use the Science Companion© Materials obtained under this Agreement for educational purposes on any compatible computer, provided you use such licensed materials on only one computer at a time.  User may also make one (1) back-up copy of the licensed materials for archival purposes. User is permitted to print teacher materials (Teacher Lesson Manuals, Teacher Activity Manuals, Project Guides, Teacher Masters, Science Notebook Teacher Guides, Assessment Books, Visuals, Lesson 0, "I Wonder" Circle) for educational purposes in his or her own classroom. User is not permitted to print student materials (the Science Notebooks [Student Editions] or Student Reference Books) without written permission from the Company. User may make a reasonable number of copies of Teacher Masters for classroom use.

A Site License permits User to make multiple copies of the Science Companion© Materials obtained under this Agreement and to use the copies on multiple computers at the same time within a single site location for internal educational purposes.  Site Licenses may specify the "number" of users at the site as specified by the Company’s catalog terms or other documentation for the licensed materials purchased by the User and furnished by the Company. Authorized users at a site are permitted to print teacher materials (Teacher Lesson Manuals, Teacher Activity Manuals, Project Guides, Teacher Masters, Science Notebook Teacher Guides, Assessment Books, Visuals, Lesson 0, "I Wonder" Circle) for educational purposes in their own classrooms. Users are not permitted to print student materials (the Science Notebooks [Student Editions] or Student Reference Books) without written permission from the Company. Users may make a reasonable number of copies of Teacher Masters for classroom use.  A "Site" is defined as a single building or campus address of a teaching institution (not a School District) occupying a single building or campus address.  Any use outside of this single Site is not permitted, except for home use by students who attend school on this Site.  User may transfer the licensed materials to a different site, but may not use the licensed materials at more than one Site during any one time period.

A District License applies to all Sites located within a single school district as a legal unit and authorizes the same uses and copying as are permitted under a Site License at each of the Site locations within the District for internal educational uses.

4.  TERM.  This License and the rights granted hereunder to use the materials properly downloaded are perpetual, provided User continues to comply with the terms of the License and this Agreement.  The License is effective until terminated.  User may terminate it at any time by ceasing use of the Science Companion© Materials and by destroying the original and all other copies of such materials.  The License will terminate automatically without notice from the Company, if you fail to comply with any term or condition of this Agreement.  Upon termination you agree to destroy the original and all other copies of the Software, and all related materials.  Upon termination of the License, User shall destroy copies of the Science Companion© Materials obtained under this Agreement, together with all backup copies, modifications, printed or written materials, and merged portions in any form, or return same to the Company.

5.  RESTRICTIONS ON USE.  The License granted under this Agreement does not permit User to:  (a) sell or resell the licensed materials, or any part thereof; (b) rent, lease or allow any third party to use the licensed materials or any part thereof; (c) copy or have copied, distribute or modify the licensed materials, except as specifically permitted under the terms of this Agreement; or (d) remove or obscure any copyright, trademark or other notice or disclaimer from any of the Science Companion© Materials.  No sharing of the licensed materials with any third parties is permitted hereunder without the Company’s express, prior written consent.  User shall not copy, translate, disassemble, or decompile, nor create or attempt to create, by reverse engineering or otherwise, the licensed materials.  No modification or preparation of a derivative work of any of the Science Companion© Materials nor any distribution thereof (electronically or otherwise), nor any copy, transcription or merged portion thereof, whatsoever is permitted hereunder.  User hereby indemnifies the Company and its licensors from claims or causes of action caused in whole or in part by User, including but not limited to User’s breach of any of this Agreement.  

6.  RESTRICTIONS ON TRANSFER.  This Agreement and the License is personal to User and User may not sublicense, assign or otherwise transfer any of the Science Companion© Materials or this License to a third party without the prior written consent of the Company.  Any attempt otherwise to sublicense, assign, or transfer any of the rights, duties, or obligations hereunder renders this License VOID.

7.  UPDATES.  In the event that subsequent versions, upgrades or revisions to the Science Companion© Materials are developed, the Company may, at its discretion, make such updates available at www.digital.sciencecompanion.com.

8.  NO WARRANTY.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE Science Companion© MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THE COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE Science Companion© MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE Science Companion© MATERIALS WILL BE UNINTERRUPTED, ERROR FREE OR PRODUCE SPECIFIC RESULTS.  NO ORAL OR WRITTEN ADVICE OR INFORMATION GIVEN BY THE COMPANY, ITS REPRESENTATIVES, AFFILIATES, EMPLOYEES OR AGENTS (WHETHER ACTUAL OR APPARENT) SHALL IN ANY WAY EXTEND, MODIFY OR ADD TO THE FOREGOING WARRANTY.  USER SHALL ASSUME ALL RESPONSIBILITY FOR THE ACCESS AND USE OF THE Science Companion© MATERIALS.  TO THE BEST OF THE COMPANY’S KNOWLEDGE, YOUR USE OF THE Science Companion© MATERIALS IN ACCORDANCE WITH ITS PRINTED DOCUMENTATION WILL NOT, IN AND OF ITSELF, INFRINGE ANY THIRD PARTY'S RIGHTS, INCLUDING COPYRIGHT, TRADEMARK, PATENT, OR OTHER INTELLECTUAL PROPERTY RIGHT; HOWEVER, COMPANY DOES NOT REPRESENT OR WARRANT THAT YOUR USE OF THE Science Companion© MATERIALS WILL NOT INFRINGE ANY THIRD PARTY’S RIGHT, INCLUDING COPYRIGHT, TRADEMARK, PATENT, OR OTHER INTELLECTUAL PROPERTY RIGHT.

9.  REMEDIES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE ANY OF THE Science Companion© MATERIALS EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.   Some states do not allow limitation or exclusion of implied warranties or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.  This warranty gives you specific rights, and you may also have other rights which may vary from state to state.  To the extent allowed by applicable law, implied warranties, if any, on the Science Companion© Materials are limited to ninety (90) days.

10.  U.S. GOVERNMENT RESTRICTED RIGHTS.  The Science Companion© Materials are provided with Restricted Rights.  Use, duplication or disclosure by the U.S. Government is subject to restrictions as stated in subparagraph (c)(1)(ii) of the Rights of Technical Data and computer Software Clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48, CFR 52.227-19, as applicable.  Supplier is the Chicago Educational Publishing Company, LLC., 5759 S. Kenwood, Unit 1, Chicago, Illinois  60637.

11.  SUPPORT.  Support service, if any, shall be determined solely by the Company.  You acknowledge and agree that the Company may, at its discretion, and without liability to User, alter or withdraw support for any or all of the Science Companion© Materials, change the terms and conditions of this Agreement or may introduce new releases or versions of the Science Companion© Materials.  The Company will make available to you such new releases or versions of the Science Companion© Materials for a license fee and upon such other commercial terms and conditions as the Company in its sole discretion shall determine.  

12.  QUESTIONS.  All questions concerning the License or is Agreement may be directed to the Company by postal mail at 8400 Woodbriar Drive, Sarasota, FL  34238 attn:  Rita Ferrandino; by fax at (312) 277-9007; or by e-mail at info@sciencecompanion.com.  

13.  JURISDICTION AND DISPUTES.  The License and this Agreement shall be governed by the laws of the State of Illinois without regard to conflicts of laws.  Any and all action, claims or suits, whether in law or equity, in any way related to this Agreement shall be brought in the state and federal courts sitting in Cook County, Illinois.

14. GENERAL.  The headings are for convenience of reference only and shall not form part of this Agreement.  If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.  The Company's failure to insist on performance of any term or condition contained in this Agreement, or failure to exercise any of Company's rights hereunder, shall not constitute a waiver of any of Company's rights or remedies under this Agreement.  The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof.  This Agreement constitutes the entire and exclusive agreement, and supersedes any and all prior agreements, proposals and representations, including any statements in advertising or promotional material between you and the Company with regard to the Science Companion© Materials under this Agreement.  No employee or agent of the Company is authorized to modify this Agreement.

USER HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY IT.

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