JASPERACTIVE™ END-USER LICENSE AGREEMENT
YOU ARE REQUIRED TO ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS OF THIS END-USER LICENSE AGREEMENT (“EULA”) BEFORE YOU MAY CONTINUE INSTALLING JASPERACTIVE™ ON YOUR SYSTEM OR NETWORK.
- Scope of this Agreement. This EULA constitutes a binding legal agreement between you and Jasper Learning Inc. (a British Columbia Canada corporation), developer and owner of the Jasperactive™ learning software product (“Jasperactive”), in respect of your use of Jasperactive. By accepting this EULA where indicated below and installing Jasperactive™ on your system or systems, you agree to be bound by the terms of this EULA which represents the entire agreement between us in respect of your license of Jasperactive and supersedes any prior agreement, representation or understanding between yourself and Jasper Learning Inc. or any of its distributors, agents or vendors. If you do not agree to the terms of this EULA you may not install or use Jasperactive.
- Grant of License. If accepted by you, this EULA represents the grant by Jasper Learning Inc. of a license for you or the organization you represent to use Jasperactive solely for purposes of training and private study. It does not in any way constitute a transfer of ownership of or copyright in Jasperactive or any part thereof to you or to any other person or organization.
- Ownership and Copyright. You hereby acknowledge that Jasperactive is exclusively owned by Jasper Learning Inc. and all of the displays and content it contains are owned and copyrighted either by Jasper Learning Inc. or other copyright holders acknowledged within Jasperactive. You will not make any claim to or representation of ownership of Jasperactive or any part thereof. You further acknowledge that Jasperactive is protected pursuant to copyright laws and international copyright treaties and other intellectual property laws and treaties.
- Jasperactive Installations. If you are an organization that has purchased a multi-user site license for Jasperactive, you may install it on any number of computers including students’ personal home computers and devices. If you have purchased an individual license for Jasperactive you may install it on your own computer. Each licensee and licensee organization is responsible to ensure its registration information within the Jasperactive system is correct. All computers on which Jasperactive is installed must be equipped with validly purchased copies of the operating software compatible with the version of Jasperactive that has been installed. In an effort to constantly improve, the Jasperactive software is updated periodically.
- Prohibitions on Use. You may not copy, modify or create a derivative or collective work or compilation of Jasperactive or any part thereof or remove, delete, or reverse engineer, decompile or otherwise attempt to extract the code within Jasperactive, and you are prohibited from attempting to use or gain unauthorized access to Jasper Learning Inc. or any third party networks or equipment or attempt to probe, scan or test the vulnerability of Jasperactive or any system used for its operation.
- Suspension of Services. Jasper Learning Inc. may suspend, terminate, withdraw or discontinue all or any part of the Jasperactive services to you or one or more of your student users on receipt of a subpoena or legally enforceable request from a legitimate government or law enforcement agency or if Jasper Learning Inc. believes acting reasonably and in its sole discretion that you or your users have breached any term of this agreement or are involved in any fraudulent, misleading of illegal activity.
- Term. The license granted under the terms of this EULA will commence on the date you or the organization you represent first purchases this license, and will terminate automatically one year from this date of commencement, or at such earlier time as may be determined by Jasper Learning Inc. in the event of any breach of the terms of this EULA by the licensee.
- NO WARRANTIES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT (A) JASPER LEARNING INC. MAKES NO WARRANTY CONCERNING JASPERACTIVE AND HEREBY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS OR IMPLIED WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES IN RESPECT OF MERCHANTABILITY, ERRORS OR OMISSIONS, FITNESS FOR A PARTICULAR PURPOSE, OR INFRINGEMENTS OF RIGHTS OF PUBLICITY OR PRIVACY, TRADEMARK RIGHTS, DEFAMATION, BUSINESS INTERRUPTION, PERSONAL INJURY OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION INDIRECT, OR ANY HIDDEN OR LATENT DEFECT, DISABLING CODE, ROUTINE OR VIRUS ; (B) THE OPERATION AND AVAILABILITY OF THE SYSTEMS USED FOR ACCESSING AND INTERACTING WITH JASPERACTIVE AND TO TRANSMIT INFORMATION CAN BE UNPREDICTABLE AND MAY FROM TIME TO TIME INTERFERE WITH OR PREVENT ACCESS TO OR USE OR OPERATION OF JASPERACTIVE.
- Limitation of Liability. JASPER LEARNING INC. SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES ARISING FROM FAILURE OF JASPERACTIVE TO FUNCTION IN ANY WAY, LOST OR CORRUPTED SYSTEMS OR SOFTWARE, LOSS OF PROFITS OR REVENUES OR BUSINESS OPPORTUNITIES OR LOST USE OF JASPERACTIVE, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY LIABILITY OF JASPER LEARNING INC. IS LIMITED TO THE TOTAL AMOUNT RECEIVED BY JASPER LEARNING INC. FOR THE LICENSE GRANTED UNDER THIS EULA DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE PARTICULAR CLAIM AROSE.
- Equitable Remedies. You agree that money damages may be an inadequate remedy for Jasper Learning Inc. in the event of any actual or threatened breach by you or the licensee organization you represent of the terms of this EULA, and you agree that, in the event of such breach or threatened breach, in addition to any other remedies Jasper Learning Inc. is entitled to injunctive relief or specific performance as appropriate to protect its rights.
- Indemnification. At your own cost, you agree to defend Jasper Learning Inc. against any claim, action or proceeding brought against Jasper Learning Inc. which arises from or is in any manner connected with your unauthorized use of Jasperactive or any breach by you or the organization you represent of any term of this EULA.
- No Waiver. No waiver or breach or failure by Jasper Learning Inc. at any time or times to exercise any right, privilege or option available under this EULA will be construed as a waiver of any subsequent right, privilege or option.
- Jurisdiction. This EULA and any claims hereunder or relationships contemplated herein shall be exclusively governed by the laws of the Province of British Columbia, Canada.