CLIMB LEVEL 4 - LICENSE AGREEMENT
Please read and understand all of the rights and restrictions described in this agreement before applying for a license to use the Climb Level 4 program. If you do not agree with the terms and conditions in this agreement, then you should not apply for a license.
The owners of the Climb Level 4 training and testing program are:
CLIMB LEVEL 4 CORPORATION, a company incorporated in Florida, USA, and
CARNEGIE SPEECH COMPANY, INC., a company incorporated in Delaware, USA.
These two companies are referred to as the “OWNERS” for the purposes of this Agreement.
This Climb Level 4 -- License Agreement (this “AGREEMENT”) is a legal agreement between you (either an individual or a single entity) and the OWNERS for your use of the online English language testing and training program known as Climb Level 4 (“the SOFTWARE PRODUCT”)
This AGREEMENT also covers any software updates, add-on components, Web services and/or supplements to the original SOFTWARE PRODUCT that the OWNERS may provide to you or make available to you after the date that you obtain your initial license to use the original SOFTWARE PRODUCT.
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.
1. GRANT OF LICENSE.
The OWNERS grant you a limited, nonexclusive, nontransferable license to use the SOFTWARE PRODUCT, as described herein.
1.1 Access to the Program: Upon receipt of the applicable license fees, the OWNERS (or their agents) will provide you, by email, with the necessary log in information to enable you to access and use the SOFTWARE PRODUCT. Your license will be limited by both a maximum number of hours of access to the SOFTWARE PRODUCT and a maximum number of days. Your license will expire whichever limit is reached first. No pro-rata refund of fees will be made by the OWNERS if you do not use the maximum number of hours during the period of the license. Neither will any extension of the license be made in the event that you do not use the maximum number of hours during the period of the license.
1.2 Evaluation: If you are licensing the SOFTWARE PRODUCT for evaluation purposes, you may use such SOFTWARE PRODUCT solely for the purpose of internally evaluating the functionality and performance of the SOFTWARE PRODUCT, and for no other purpose. You may not use the SOFTWARE PRODUCT for any other purpose, including, without limitation, for any commercial or business purpose. For evaluation licenses, the OWNERS provide the software “as is,” with no warranties whatsoever, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title or non-infringement.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
2.1 Support: In exchange for the fees owed by you hereunder, the OWNERS or their agents will support your use of the SOFTWARE PRODUCT. This support relates to questions or problems which may arise concerning the most effective use of the SOFTWARE PRODUCT and the correction of any bugs or faults within the SOFTWARE PRODUCT. To receive support you should send an email to firstname.lastname@example.org . The OWNERS or their agents will reply to you within 24 hours between 09.00h and 17.00h (GMT – Greenwich Mean Time), Monday to Friday. Various Help Tutorials are available within the SOFTWARE PRODUCT and you will be expected to view these before contacting the OWNERS or their agents for support. The OWNERS or their agents will not support:
o issues related to an insufficiently fast Internet connection
o issues related to your hardware and software (as detailed in Section 6 of this AGREEMENT)
o the incorrect installation of your headset, microphone or speakers (Help Tutorials on these subjects are contained within the SOFTWARE PRODUCT)
2.2 Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT.
2.3 Separation of Components. The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated;.
2.4 Trademarks. This AGREEMENT does not grant you any rights in connection with any trademarks or service marks of the OWNERS.
2.5 Rental. You may not rent, lease, or lend the SOFTWARE PRODUCT, or otherwise use the SOFTWARE PRODUCT as a service bureau.
2.6 Termination. Without prejudice to any other rights, the OWNERS may terminate this AGREEMENT if you fail to comply with the terms and conditions of this AGREEMENT.
All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the SOFTWARE PRODUCT), any accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by the OWNERS or their suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This AGREEMENT grants you no rights to use such content. If the SOFTWARE PRODUCT contains documentation which is provided only in electronic form, you may print one (1) copy of such electronic documentation. You may not copy any printed materials which may accompany the SOFTWARE PRODUCT.
4.1 You hereby grant to the OWNERS a perpetual, non-exclusive, non-transferable license to use, upload, display, copy and store your Data solely for the purpose of providing use of the SOFTWARE PRODUCT to you pursuant to this Agreement, and for making further improvements and other developments to the SOFTWARE PRODUCT and any other software products owned by the OWNERS. Your data may not be disclosed to any other third parties without your express permission. Subject to the foregoing license, you retain ownership of your Data. For the purposes of this Agreement, “Data” means all data or other information you provide to the OWNERS or their suppliers through the Internet for storage and access through the OWNER’s computers, if any, including, without limitation, voice recordings that you create for use with the SOFTWARE PRODUCT, and your name, gender, native language and/or other similar information.
4.2 You warrant that none of your Data does or will (a) infringe any patents, copyrights, trademarks or other intellectual property rights, or misappropriate the trade secrets, of any third party; (b) violate any rights of publicity or privacy of any third party, (c) violate any law, statute, ordinance or regulation (including, without limitation, the laws and regulations governing export control, unfair competition, anti-discrimination and false advertising), (d) be defamatory, trade libelous, threatening, harassing or illegal, (e) be obscene, child pornographic or indecent, (f) at the time of delivery to the OWNERS, contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate the SOFTWARE PRODUCT or any system, data or personal information; or (g) contain any instructions relating to terrorist or other unlawful attacks on people or property.
5. YOUR RESULTS:
Without your express written consent, the OWNERS and their agents will not disclose to any third parties any data concerning your use of the SOFTWARE PRODUCT, including results of any exercises, tests or assessments you have attempted.
The OWNERS or their agents will not be held liable for any decisions taken which have been based partly or wholly on your results in the SOFTWARE PRODUCT. Such decisions may include, but are not limited to, offers of employment, admission to a training program and issues relating to regulatory work licenses.
6. YOUR HARDWARE, SOFTWARE, ETC.
In addition to your other obligations specified in this Agreement, you shall be solely responsible for the following:
· procuring all computer hardware, peripherals, headsets, microphones, audio speakers, device drivers, third party operating systems, and other products and services which may be required to use the SOFTWARE PRODUCT;
· the compatibility of the computer hardware, peripherals, device drivers, third party operating systems, and other third party software with the SOFTWARE PRODUCT;
· the maintenance and support of your hardware, peripherals, third party operating systems, third party software and Internet service;
· providing cabling and all cabling services in preparation for your use of the SOFTWARE PRODUCT; and
· providing and maintaining an Internet connection of an appropriate speed to use the SOFTWARE PRODUCT effectively.
You shall indemnify, defend and hold harmless the OWNERS, their employees, officers, directors, representatives, and agents, from and against any loss, expense or liability (including reasonable attorneys’ fees) incurred by the OWNERS, their affiliates or their respective employees, officers, directors, representatives, and agents, based on, in whole or in part: (a) your gross negligence or willful misconduct; (b) any action (or portion thereof) brought against the OWNERS based on a claim that your Data infringes a patent or copyright or misappropriates the proprietary trade secret of any third party, or violates the privacy or publicity rights of any third party; or (c) your infringement of the OWNERS’ intellectual property rights under this Agreement.
To the maximum extent permitted by applicable law, in no event shall the OWNERS or their suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE PRODUCT or the provision of or failure to provide support services, even if the OWNERS have been advised of the possibility of such damages. In any case, the OWNERS’ entire liability under any provision of this AGREEMENT shall be limited to the greater of the amount actually paid by you for the SOFTWARE PRODUCT or US$5.00. Because some states and jurisdictions do not allow such exclusions or limitations of liability, the above limitation may not apply to you.
Jurisdiction, Choice of Law. This AGREEMENT is made in and shall be governed by the laws of the Commonwealth of Pennsylvania, USA, excluding choice of law principles, and all actions with regard to any SOFTWARE PRODUCT licensed under this AGREEMENT shall have proper jurisdiction and venue in the state or federal courts of Pennsylvania, USA. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this AGREEMENT.
Subcontractors. You expressly acknowledge and agree that the OWNERS may use distributors and/or subcontractors to perform certain of the OWNERS’ obligations hereunder.
Assignment. You shall not assign this AGREEMENT, in whole or in part, without the prior written consent of the OWNERS. This AGREEMENT shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.
Survival. Any section of this AGREEMENT whose terms, conditions or obligations have not been or cannot be fully performed prior to the termination or expiration of this AGREEMENT for any reason shall survive such termination or expiration of this AGREEMENT.
Severability. This AGREEMENT shall be deemed severable. If any part of this AGREEMENT is found invalid or unenforceable under current or future laws, the invalid or unenforceable provision shall be severed and of no force or effect, and the remaining provisions shall remain in full force and effect and shall not be affected by the invalid or unenforceable provisions or by their severance herefrom.
Confidentiality of Terms. The parties expressly agree that all fees in connection with this AGREEMENT are confidential, and neither party will disclose such fees to any third party without the other party’s prior written consent.
Entire Agreement. This AGREEMENT and any invoices arising under it contain the entire agreement and understanding between the parties and supersede all prior or contemporaneous negotiations, proposals, discussions, correspondence, agreements and understandings relating to the subject matter of this AGREEMENT. Additional or different terms on your or third party purchasing documents are expressly objected to and rejected. The terms and conditions of this AGREEMENT may not be modified or amended except in a written document signed by each party. No waiver will be implied from conduct or failure to enforce rights on one or more occasions.
All rights not expressly granted are reserved by the OWNERS.