Language Partner End User License - Payment by Credit Card
Language Partner End User License Agreement
1.1 "Content" means audiovisual language lessons created with LP Author.
1.2 "Personal Use" means solely for End User's use in End User's language curriculum, teaching activities, and presentations at professional conferences, and demonstrations to individuals.
1.3 "Software" means the current release versions of Language Partner (the user interface) and LP Author (an authoring tool for creating multimedia content) and accompanying documentation.
1.4 "Sub-End User" means an organization authorized to distributed content by the End User.
2. License Grant
2.1. Upon execution of this license, and provided that End User pays the full License Fee, UW hereby grants and End User accepts, a non-transferable, non-exclusive license to:
2.1.1. Display and perform the Software solely for Personal Use;
2.1.2. Use Software solely for Personal Use;
2.1.3. Distribute copies of Software but solely to students enrolled in End User's class(es) provided that the following conditions are met:
184.108.40.206. End User agrees not to export or provide access to Software contrary to U.S. federal laws governing export control, as further identified in this Agreement and in federal law.
220.127.116.11. Neither the name of the University of Washington nor the names of its contributors may be used to endorse or promote products or services derived from Software without specific prior written permission from UW.
18.104.22.168. End User retains all copyright notices included with Software.
22.214.171.124. End User requires each student to agree to the following conditions in writing prior to receiving a copy of Software from End User:
"Language Partner (LPI) is a copyrighted work of the University of Washington. Language teachers that have licensed LPI from the University of Washington may distribute LPI to students enrolled in their class solely for these students to: a) display and perform LPI for their language instruction needs; and b) use the accompanying documentation solely for their language instruction needs. Students may not copy, modify, translate, decompile, disassemble, or reverse engineer LPI or any copy, thereof, or transmit LPI or any portion or copy thereof over a network. Students are restricted to only one copy of LPI and a back-up archival copy. The following disclaimer applies to End User's use of LPI: THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE."
2.1.4. Create and distribute Content to third parties, provided that End User and any Sub-End User distributing End User's Content will comply with the following conditions related to attribution:
126.96.36.199. End User will place the following statement in a font size greater than 6 point on the front of any packaging used to distribute the Content: Developed with Language Partner Software of the University of Washington. (email@example.com); and
188.8.131.52. End User will not obscure or remove any attribution statements provided by Language Partner or required by this License Agreement.
2.2. End User may not copy, except to make a back-up archival copy, modify, translate, decompile, disassemble, or reverse engineer the Software or any copy, thereof, or transmit the Software or any portion or copy thereof over a network, except as expressly provided in this Agreement.
3. License Fee
In Calibrionsideration for the rights granted to End User in this Agreement, End User shall pay UW two hundred U.S. Dollars ($200) upon execution of this Agreement.
End User acknowledges that UW is closely monitoring the performance of the Software to facilitate the release of future versions. End User may report Software errors and comment on the performance of the Software to: firstname.lastname@example.org. End User agrees that UW may use any feedback End User provides without any fee due to End User.
5.1. End User may terminate this Agreement at any time upon written notice to UW.
5.2. UW may terminate this Agreement upon written notice if End User is in default of any of its obligations set forth herein and fails within thirty (30) days of a written demand for performance to cure such default.
5.3. The provisions under which this Agreement may be terminated will be in addition to any and all other legal remedies which either party may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such party may have.
5.4. Termination of this Agreement will terminate all rights and licenses granted to End User relating to Software.
6.1. Software is an academic research tool that is experimental in nature and is supplied "AS IS", without obligation by the UW to provide accompanying services or support. The entire risk as to the quality and performance of the Software is with End User.
6.2. UW EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES PERTAINING TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
End User shall indemnify and hold harmless UW and its officers, faculty, employees, students and agents, against any and all claims, suits, losses, damages, costs, fees and expenses resulting from End User's use of Software, including but not limited to any damages, losses or liabilities whatsoever with respect to death or injury to any person and damage to any property. This indemnification clause shall survive the termination of this Agreement.
8.1. Pursuant to U.S. laws, Software may not be downloaded, acquired or otherwise exported or re-exported a) into, or to a national or resident of any country to which the U.S. has embargoed goods; or b) to anyone on the U.S. Treasury Department's list of Specially Designated Nations or the U.S. Commerce Department's Table of Denial Orders. By executing this License, End User represent that: a) End User is not located in or under the control of a national or resident of any such country or on any such list; and b) End User will not export or re-export the Software to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls.
8.2. This Agreement is made in and shall be governed by the laws of the State of Washington excluding choice of law principles. Any suit, action, or proceeding arising out of or relating to this Agreement shall be decided in King County, Washington, United States of America.
8.3. End User accepts the venue and jurisdiction of the Federal District Court of Western Washington, Seattle, or the King County Superior Courts.
8.4. This Agreement embodies the entire understanding of the parties and supersedes all previous communications, representations, or understandings, either oral or written, between the parties relating to the subject matter hereof. Any amendment of these terms and conditions must be in writing and signed by both parties.
8.5. This Agreement and the rights and benefits conferred upon the parties hereunder may not be assigned or otherwise transferred by End User without the prior written consent of UW.