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LICENSE AGREEMENT
PLEASE READ CAREFULLY
COMPANY: AMERICA BOOKS INC.
LICENSE, TERMS AND CONDITIONS:
I- EVALUATION AGREEMENT
II- END USER LICENSE AGREEMENT
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I- EVALUATION AGREEMENT
This Evaluation Agreement (the "Agreement") is between America
Books Inc. ("America Books") and the user ("Client") of software
and/or services from America Books who accepts the terms of this
Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING SOFTWARE AND
SERVICES FROM AMERICA BOOKS. BY USING SOFTWARE OR SERVICES FROM
AMERICA BOOKS, CLIENT SIGNIFIES ITS ASSENT TO THIS AGREEMENT AND
ACKNOWLEDGES IT HAS READ AND UNDERSTANDS THIS AGREEMENT. AN
INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR
SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF
THAT ENTITY. IF CLIENT DOES NOT ACCEPT THE TERMS OF THIS
AGREEMENT, THEN IT MUST NOT USE OR PURCHASE SOFTWARE AND
SERVICES FROM AMERICA BOOKS.
Purpose. America Books wishes to provide Client with certain
technology or services on an evaluation basis, and Client wishes
to receive such services, on the terms and conditions set forth
in this Agreement.
1. Evaluation
Upon acceptance of this Agreement, America Books will provide
Client a non-exclusive and nontransferable evaluation
subscription for a specified number of Units for specified
software programs branded by America Books, its affiliates
and/or third parties including all modifications, additions, or
further enhancements delivered by America Books. The evaluation
begins on the date Client accepts this Agreement and ends thirty
(30) days later (the “Evaluation Period”). After the Evaluation
Period the Client’s use of the Software is subject to the
applicable End User License Agreement (II).
2. Services
“Services” means access to America Books’ software, books,
booklets, audio CDs, web sites, and whichever material provided
by America Books.
3. General Service Conditions
Unauthorized use of the Services is a material breach of this
Agreement and will result in immediate termination of this
Agreement. If Client uses the Services after the expiration of
the Evaluation Period, Client agrees to negotiate in good faith
with America Books to enter into an America Books subscription
agreement.
4. Confidentiality
America Books and Client mutually agree to use their best
efforts to keep proprietary information received from the other
confidential. Such material must be specifically and clearly
marked as being confidential or proprietary. This Section shall
not apply to any publicly available or independently developed
information.
5. Limitation of Liability
FOR ALL EVENTS AND CIRCUMSTANCES, AMERICA BOOKS AND ITS
AFFILIATES’ AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ON
ACCOUNT OF PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS,
REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE),
STATUTE OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL
NOT TO EXCEED THE AMOUNT THAT CLIENT PAID TO AMERICA BOOKS UNDER
THIS AGREEMENT.
6. Disclaimer of Damages
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, IN NO EVENT WILL AMERICA BOOKS OR ITS AFFILIATES BE
LIABLE TO CLIENT OR ITS AFFILIATES FOR DAMAGES OTHER THAN DIRECT
DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INCIDENTAL,
CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES,
WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR FOR ANY
DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS,
REGULATORY NON-COMPLIANCE, DELAYS, LOSS OF DATA, LOST PROFITS,
LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR
ANTICIPATORY PROFITS, EVEN IF AMERICA BOOKS OR ITS AFFILIATES
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Warranty
EXCEPT AS EXPRESSLY PROVIDED BY A THIRD PARTY VENDOR DIRECTLY TO
CLIENT UNDER A SEPARATE AGREEMENT, THE SERVICES, SOFTWARE AND
ANY MATERIAL ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OR
CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR
PURPOSE. AMERICA BOOKS DOES NOT GUARANTEE OR WARRANT THAT THE
USE OF THE SERVICES, SOFTWARE OR MATERIALS WILL BE
UNINTERRUPTED, COMPLY WITH REGULATORY REQUIREMENTS, OR BE ERROR
FREE OR THAT AMERICA BOOKS WILL CORRECT ALL SOFTWARE AND BOOKS
ERRORS. Client agrees that it is solely responsible for the
results obtained from the use of the Software and Services.
8. Governing Law/Consent To Jurisdiction
The laws of the State of Florida, U.S.A., no choice of law rules
of any jurisdiction will apply, excluding the application of its
conflicts of law rules, will govern this EULA. If any part of
this EULA is found void and unenforceable, it will not affect
the validity of the balance of the EULA, which shall remain
valid and enforceable according to its terms. You agree that the
Software will not be shipped, transferred or exported into any
country or used in any manner prohibited by the United States
Export Administration Act or any other export laws, restrictions
or regulations. This EULA shall automatically terminate upon
failure by you to comply with its terms. This EULA may only be
modified in writing signed by an authorized officer of America
Books.
9. Export Responsibilities
America Books may supply Client with technical data that may be
subject to export control restrictions. America Books will not
be responsible for compliance by Client with applicable export
obligations or requirements for such technical data. Client
agrees to comply with all applicable export control
restrictions. In the event that Client breaches this Section 9,
Section 5 of any end user license agreement, or any provision
referencing those sections, America Books may terminate this
Agreement and its obligations hereunder without liability to
Client.
10. Complete Agreement
This Agreement constitutes the exclusive terms and conditions
with respect to the subject matter of this Agreement,
notwithstanding any different or additional terms that may be
contained in the form of purchase order or other document used
by Client to place orders or otherwise effect transactions. This
Agreement represents the final, complete and exclusive statement
of the agreement between the parties with respect to subject
matter of this Agreement and all prior written agreements and
all prior and contemporaneous oral agreements with respect to
the subject matter of this Agreement are merged therein. Any
claim relating to the provision of the Services by America
Books, its Affiliates and their personnel will be made against
America Books alone.
11. Survival
Any provision of this Agreement that may reasonably be expected
to survive its termination, including but not limited to
Sections 3-11, will survive the termination of this Agreement.
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II- END USER LICENSE AGREEMENT
VERY IMPORTANT: ALL THE Software IS SOLD AS "SaaS" IT IS
"Software AS A SERVICE OR RENT"
These license terms are an agreement between America Books Inc.
and you. Please read them. They apply to the Software and the
media on which you received it, if any.
By using the Software, you accept these terms. If you do not
accept them, do not use the Software and the materials provided
beyond the thirty (30) days Evaluation Period.
This End-User License Agreement ("EULA") is a legal agreement
between you, either an individual or a single entity ("Customer"
or "you"), and America Books Inc., ("America Books"). By
installing, copying, or otherwise using the above Software
product, including computer Software, associated media, any
printed materials, and any "online" or electronic documentation,
you agree to be bound by the terms of this EULA. CLICKING THE
OPTION BUTTON "I accept the terms in the license agreement" OR
INSTALLING OR USING THE Software INDICATES YOUR CONSENT TO BE
BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you
do not agree to the terms of this EULA, do not use the Software
and the materials provided beyond the thirty (30) days
Evaluation Period.
MANDATORY INTERNET CONNECTION: Internet connection is mandatory
for all the software provided by America Books Inc. If you do
not have internet connection you are not going be able to use
our Software.
MANDATORY ACTIVATION. Activation associates the use of the
Software with a specific device. During activation, the Software
will send information about the Software and the device to
America Books Inc. This information includes the version, and
Serial Number of the Software, the Internet protocol address of
the device, and information derived from the hardware
configuration of the device. By using the Software, you consent
to the transmission of this information. You can activate the
Software manually by Internet or telephone. Some changes to your
computer components or the Software may require you to
reactivate the Software.
VALIDATION.
a) The Software will validate the Software every time you use
it, update or require download of the validation feature of the
Software. Validation verifies that the Software is properly
licensed.
b) During a validation check, the Software will send information
about the Software and the device to America Books Inc. This
information includes the version and Serial Number of the
Software, and the Internet protocol address of the device.
America Books Inc. can use the information to identify or
contact you. By using the Software, you consent to the
transmission of this information.
c. If, after a validation check, the Software is found not to be
properly licensed, the license to use it will be immediately
suspended and a message notifying you the problem could be
displayed or a phone call from our representatives could be made
to contact you. The suspension of the license could extend to
the suspension of the license to use the materials that
accompanies the Software.
STORAGE. You may store one copy of the Software on a storage
device, such as a CD-ROM or DVD. You may use that copy to
install the Software on any other device to which a license has
been assigned.
SCOPE OF LICENSE. The Software is licensed, not sold. This
agreement only gives you some rights to use the Software.
America Books Inc. reserves all other rights. You may use the
Software only as expressly permitted in this agreement. In doing
so, you must comply with any technical limitations in the
Software that only allow you to use it in certain ways.
NOTICE
America Books may from time to time modify these terms and post
a copy of the amended Agreement at:
http://www.ingleshispano.com/registration/agreement.htm
If you do not agree to (or cannot comply with) the Agreement as
amended, your only remedy is to stop using our Software or, if
applicable, cancel your Software Subscription Service
subscription or rent. You will be deemed to have accepted the
Agreement as amended if you continue to use our Software after
any amendments are posted.
AGE REQUIREMENT
You must be at least 18 years of age to agree to and enter into
this Agreement on your own behalf and to register for use of the
Software. If you are under 18 but at least 13 years of age, you
must present this Agreement to your parent or legal guardian,
and he or she must check the box below to enter into this
Agreement on your behalf. Children under the age of 13 may not
register for this Software, and parents or legal guardians may
not register on their behalf. By checking the box indicating
your acceptance to this Agreement, you represent that (i) you
have read, understood and agree to be bound by this Agreement
and (ii) you are at least 18 years old, either entering into
this Agreement for yourself or entering on behalf of your child
or a child in your legal care. If you are a parent or guardian
entering this Agreement for the benefit of your child, please be
aware that you are fully responsible for his or her use of the
Service, including all financial charges and legal liability
that he or she may incur. If you do not agree to (or cannot
comply with) any of these terms and conditions, do not check the
acceptance box and do not attempt to access the Software.
REGISTRATION
To use the Software, you must register and provide certain
information, including a Serial Number, a password and a valid
email address, phone numbers, and address ("Registration Data").
You agree to provide accurate Registration Data and to update
your Registration Data as necessary to keep it accurate. America
Books will use your Registration Data in accordance with its
privacy policy, which you can review at:
http://www.ingleshispano.com/garantia/Privacidad.htm
You agree that you will not allow others to use your Serial
Number, password and/or account and you are solely responsible
for maintaining the confidentiality and security of your
account. You agree to notify America Books immediately of any
unauthorized use of your password and/or account. America Books
shall not be responsible for any losses arising out of the
unauthorized use of your member name, password and/or account
and you agree to indemnify and hold harmless America Books, its
partners, parents, subsidiaries, agents, affiliates and/or
licensors, as applicable, for any improper, unauthorized or
illegal uses of the same.
CHARGES / BILLING
Agreement to Pay. You agree to pay in full for all Materials and
Software that you purchase or receive a license and America
Books may charge your billing payment method for any such
payment(s). America Books may, in its discretion, post charges
to your billing payment method individually or may aggregate
your charges with other purchases. You are responsible for
keeping your account secure and confidential and you will be
responsible for any charges that are incurred by any person
through your account. All charges will be billed to the billing
payment method you designate when you first make a purchase or
incur a charge. If any of your billing information changes, you
must update that information by notifying America Books about
such changes.
Right to Change Prices. All prices for products are subject to
change by America Books at any time.
REMEDIES
You agree that any unauthorized use of the Software, the Books,
all the Materials, the Client or any related Software or
materials would result in irreparable injury to America Books
and/or its affiliates or licensors for which money damages would
be inadequate, and in such event America Books, its affiliates
and/or licensors, as applicable, shall have the right, in
addition to other remedies available at law and in equity, to
immediate injunctive relief against you. Nothing contained in
this Agreement shall be construed to limit remedies available
pursuant to statutory or other claims that America Books, its
affiliates and/or licensors may have under separate legal
authority.
INDEMNITY
You agree to indemnify and hold harmless America Books and its
agents, employees, representatives, licensors, affiliates,
parents and subsidiaries from and against any and all claims,
losses, demands, causes of action and judgments (including
attorneys' fees and court costs) arising from or concerning your
breach of this Agreement and your use of the Software, the
Books, the Client or the Materials and to reimburse them on
demand for any losses, costs or expenses they incur as a result
thereof.
TERMINATION
America Books may in its sole discretion terminate this
Agreement or suspend your account at any time without notice to
you in the event that you breach (or America Books reasonably
suspects that you have breached) any provision of this
Agreement. If America Books terminates this Agreement, or
suspends your account for any of the reasons set forth in this
paragraph, it shall have no liability or responsibility to you
and America Books will not refund any amounts that you have
previously paid.
You understand and agree that your cancellation of your account
is your sole right and remedy with respect to any dispute with
America Books.
Agreement to Pay recurring subscription fees (includes Payment
Plans). By completing the Software Subscription or Rent, or a
Payment Plan, you authorize America Books to charge applicable
recurring subscription fees to your designated billing payment
method. Recurring subscription fees could charge your payment
method weekly, monthly, twice a month, etc. according to the
client designation. If your billing payment method changes
during the term of your subscription plan, you must immediately
update the billing payment method associated with your America
Books account. If America Books is unable to charge your billing
payment method for an installment, America Books may: (i)
immediately suspend or terminate your America Books account,
(ii) seek collection of the outstanding amount owed under the
subscription plan and/or (iii) seek legal action against you for
breach of this Agreement. If you are renting the Software it is
your absolute responsibility to notify America Books when you
want to stop renting the Software and America Books will stop
immediately charging your payment method. If you DO NOT notify
America Books the cancellation of your renting account, America
Books will continue charging your payment method indefinitely
and NO REFUND will be offered.
America Books's EULA accompanies the products and related
explanatory materials ("Software"). The term "Software" also
shall include any computer Software or upgrades, associated
media, any printed materials, and any "online" or electronic
documentation upgrades licensed to you by America Books.
Upon your acceptance of this EULA, America Books grants to you a
nonexclusive license to USE the Software, provided that you
agree to the following:
1. Use of the Software. You may install (1) one copy of the
Software on a hard disk or other storage device; Network and
multi-user installations are PROHIBITED. This is a single user
at a single machine license agreement. This license is
NON-TRANSFERABLE. You may not resell, or loan this product to
anyone by any means. This license DOES NOT grant ownership of
Software. This license is for your use only for a granted amount
of time. You may NOT distribute copies of the Software for ANY
purpose. Copying the CD or other media from America Books for
this purpose is prohibited and violates federal copyright laws.
Violators will be prosecuted.
2. Term of Use. This License is effective for the allotted time
ONLY. This license will expire automatically without notice from
America Books IF you fail to comply with any provision of this
License Agreement. Allotted time is guaranteed to be the
expressed on the kind of license you purchased (please see
details in Spanish at
http://www.ingleshispano.com/licencias.html). You may not use
the Software beyond the expiration date. The Software will
notify you upon expiration. Upon expiration you shall return to
America Books or destroy the written materials and all copies of
the Software, including modified copies, if any.
3. Demo Versions. If America Books designates the Software as a
"Demo" version, then Customer's license rights under this EULA
shall extend solely until the demo version automatically
expires. The Customer's use is restricted solely to their own
use and SHALL NOT be distributed to potential revenue customers.
The Customer must exercise reasonable judgment in whom the
Customer allows to view the Demo. Customer colleagues viewing
the Demo may be deemed as acceptable. The Customer may neither
create nor distribute the Demo in any fashion in a way that
jeopardizes revenue opportunity for America Books. Customer is
specifically prohibited from placing the Demo in a public
viewing area, common computer area, library, computer network,
etc. Use beyond the evaluation period violates federal copyright
laws. Demo versions are provided strictly on an "as is" basis.
4. Copyright and Trademark Rights. The Software is owned by
America Books, and its structure, organization and code are the
valuable trade secrets of America Books. The Software is
protected by United States Copyright Law and International
Treaty provisions. You may not use any trademarks of America
Books without express written consent from America Books or
insofar as required to identify printed output produced by the
Software, and in accordance with accepted trademark practice,
including identification of trademark owner's name. Such use of
any trademark does not give you any rights of ownership in that
trademark. This EULA does not grant you any intellectual
property rights in the Software.
5. Restrictions. You agree not to modify, tamper, adapt,
translate, reverse engineer, decompile, disassemble or otherwise
ATTEMPT to discover the source code, structure or design of the
Software.
6. No Warranty. The Software is being delivered to you AS IS and
America Books makes no warranty as to its use or performance.
AMERICA BOOKS AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE
PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE Software OR
DOCUMENTATION. AMERICA BOOKS AND ITS SUPPLIERS MAKE NO
WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD
PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR
PURPOSE. IN NO EVENT WILL AMERICA BOOKS OR ITS SUPPLIERS BE
LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL
DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN
AMERICA BOOKS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
7. Governing Law and General Provisions. The laws of the State
of Florida, U.S.A., no choice of law rules of any jurisdiction
will apply, excluding the application of its conflicts of law
rules, will govern this EULA. If any part of this EULA is found
void and unenforceable, it will not affect the validity of the
balance of the EULA, which shall remain valid and enforceable
according to its terms. You agree that the Software will not be
shipped, transferred or exported into any country or used in any
manner prohibited by the United States Export Administration Act
or any other export laws, restrictions or regulations. This EULA
shall automatically terminate upon failure by you to comply with
its terms. This EULA may only be modified in writing signed by
an authorized officer of America Books.
VERY IMPORTANT: You MUST show PROOF OF PURCHASE in case you have
to contact America Books for whichever reason, so please, keep
your receipt as long as you pretend to use our Software.
YOUR ACCEPTANCE OF THE FOREGOING EULA WAS INDICATED DURING
INSTALLATION. |
