studyPerfect Flashcard Software License Agreement

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End-User License Agreement

THE SOFTWARE AND MATERIALS PROVIDED WITH THIS AGREEMENT ARE LICENSED, NOT SOLD, AND AVAILABLE FOR USE ONLY UNDER THE TERMS OF THIS LICENSE AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY.
BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE
SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOFTWARE.
This LuminareSoftTM, Inc. ("LuminareSoft") Single End User License Agreement ("Agreement") accompanies StudyPerfect© in machine-executable binary code and related explanatory written materials ("Software"). The term "Software" shall also include any modified versions or updates of StudyPerfect© licensed to you ("Licensee") by LuminareSoft, but does not include source code for the LuminareSoft software product. This copy of the Software is licensed to you, Licensee, as the end user, subject to all of the terms and conditions of this Agreement.
LICENSE GRANT.
Subject to the terms and conditions of this Agreement, LuminareSoft grants Licensee a non-exclusive and non-transferable license only to:
1. Install and use for personal, edicational or internal business purposes one copy of the Software on a single computer;
2. Make a single copy of the Software solely for archival purposes; and
3. Store or install a copy of the Software on a storage device such as a network server, used only to install or run the Software on your other computers over an internal network, provided that you acquire and dedicate a separate license for each separate computer on which the Software is installed, run or otherwise accessed from the storage device. A single license for the Software does not allow you to share the Software or use it concurrently on different computers.
MULTIPLE LICENSE PACK.
If Licensee has purchased a Multiple License Pack (MLP), Licensee may make additional copies of the Software not to exceed the number of licenses purchased. Licensee may use each copy solely in the manner specified in this Agreement. MLP’S are to only be purchased directly from LuminareSoft, and are not otherwise part of this agreement.
RESTRICTIONS.
Except as otherwise expressly permitted in this Agreement, Licensee may not:
1. reproduce or copy any of the Software;
2. modify or create any derivative works of the Software, including translation or localization;
3. decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software;
4. redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Software;
5. remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software;
6. provide service bureau services using the Software or otherwise use the Software to process data or information supplied by a third party for the benefit of such third party without LuminareSoft’s prior express written consent, which may be given in LuminareSoft’s sole discretion; or
7. copy the printed materials accompanying the Software.
TERMINATION.
Without prejudice to any other rights, LuminareSoft may terminate this Agreement if Licensee breaches any of its terms and conditions. Upon termination, Licensee shall destroy all copies of the Software.
PROPRIETARY RIGHTS.
Title, ownership rights, and intellectual property rights in the Software shall remain in LuminareSoft and/or its suppliers. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with LuminareSoft's or its suppliers' ownership of or rights with respect to the Software. The Software is protected by copyright and other intellectual property laws and by international treaties.
DISCLAIMER OF WARRANTY.
THE SOFTWARE (INCLUDING WITHOUT LIMITATION THE RELATED DOCUMENTATION) IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY LICENSEE. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT LUMINARESOFT OR ITS SUPPLIERS OR RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LUMINARESOFT OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, LUMINARESOFT'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY), WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF LUMINARESOFT TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.
U.S. GOVERNMENT END USERS.
The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.
GENERAL.
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. This Agreement may be amended only by a writing signed by both parties
1. Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the State of Arkansas, U.S.A., excluding its conflict of law provisions. Unless otherwise agreed in writing, all disputes relating to this Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration in Little Rock, Arkansas, under the auspices of a single arbitrator pursuant to the rules of the commercial arbitration American Arbitration Association then in effect, with the losing party paying all costs of arbitration.
2. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
  1. If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect.
  2. 2) The controlling language of this Agreement is English. The Licensee agrees to bear any and all costs of interpreters if necessary. If Licensee has received a translation into another language, it has been provided for Licensee's convenience only. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.
3. The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding such expiration or termination.
4. Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein except to an acquirer of Licensee’s business in the case of a merger or the sale of all or substantially all of Licensee's assets to such acquirer.
5. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.
6. The relationship between LuminareSoft and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind LuminareSoft in any way.
7. If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith.
8. The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning.
LICENSEE OUTSIDE THE U.S.
If Licensee is located outside the U.S., then the provisions of this Section shall apply.
1. Les parties aux présentés confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s’y rattaché, soient redigés en langue anglaise. (Translation: "The parties confirm that this Agreement and all related documentation is and will be in the English language.")
2. Licensee is responsible for complying with any local laws in its jurisdiction which might impact its right to import, export or use the Software, and Licensee represents that it has complied with any regulations or registration procedures required by applicable law to make this license enforceable.

LuminareSoft is always happy to make special licensing agreements with interested parties. For any further contact information regarding any modification of this license agreement, feel free to contact LuminareSoft’s agent at:

The Henry Firm, P.A.

300 Spring Bldg, Suite 803

Little Rock, AR 72201 USA