II. RESTRICTED USE:
The Software shall be used exclusively by Licensee and its authorized employees, including consultants under contract to Licensee, working solely for the benefit of Licensee who agree to be bound by these General Provisions. Further, Licensee shall not permit or provide for transfer of the Software, or any portion thereof, to, or access from, any other computer, wherever located, by physical or electronic means, except as specifically set forth herein. Licensee shall not allow others to use or have access to the Software or documentation, either directly or indirectly, and shall not use the Software for the benefit of others in a service bureau or similar application. Except as set forth in any Site License provisions herein, Licensee shall not make or allow others to make copies or reproductions of the Software or documentation in any form without the prior written consent of AssistX Education, LLC, except for normal backup, archival or disaster recovery purposes. Distribution or disclosure of Software or documentation, including derivative works, modifications or adaptations, is expressly prohibited.
III. LIMITED WARRANTY
(a) AssistX Education, LLC warrants that for ninety (90) days from the date of invoice, each copy of the Software, when installed and used in accordance with AssistX Education, LLC’s user documentation, will conform in all material respects to the description of the Software’s operations in such documentation. (b) Licensee’s exclusive remedy and AssistX Education, LLC’s sole liability under this warranty shall be for AssistX Education, LLC to attempt through reasonable efforts to correct any material failure of the Software to perform as warranted, if such failure is reported to AssistX Education, LLC within the warranty period and Licensee, at AssistX Education, LLC’s request, provides AssistX Education, LLC with sufficient information (which may include access to Licensee’s computer system for use of Licensee’s copies of the Software by AssistX Education, LLC personnel) to reproduce the defect in question. (c) AssistX Education, LLC need not treat minor discrepancies in the documentation as errors in the Software, and may instead furnish corrections to the Software. (d) AssistX Education, LLC does not warrant that operation of the Software will be uninterrupted or error-free, or that all errors will be corrected. (e) THE FOREGOING WARRANTY IS IN LIEU OF, AND ASSISTX EDUCATION, LLC DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
AssistX Education, LLC shall have no liability or responsibility for problems in the Software caused by alteration or modification caused by Licensee, or for problems arising out of the malfunction and/or incompatibility of Licensee’s equipment or other software not supplied by AssistX Education, LLC.
Because software is inherently complex and may not be completely free of errors, users are advised to verify their work. IN NO EVENT WILL ASSISTX EDUCATION, LLC BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In particular, AssistX Education, LLC is not responsible for any costs including, but not limited to, those incurred as result of lost information or data, lost profits or revenue, loss of use of software, the cost of recovering such software or data, the cost of substitute software, or claims by third parties. In no case shall AssistX Education, LLC’s liability exceed the amount of the license fee.
If a problem arises while using the Software, Licensee is obligated to immediately contact and alert AssistX Education, LLC of the problem and must not attempt to remedy the situation by any means. Any attempt to remedy the problem will terminate the Service and Maintenance procedures.
IV. TAXES AND DUTIES:
The charges set forth in this License are exclusive of any tariffs, duties or taxes imposed or levied by any government or governmental agency in connection with this agreement. With the exception of taxes imposed upon AssistX Education, LLC which are based upon net income, Licensee shall in addition be liable for payment of all such taxes, however designated, levied or based on the Software, its charges or its use or on this agreement, including without limitation, state or local sales, use and personal property taxes.
If any provision of this agreement is held to be ineffective, unenforceable or illegal for any reason, such decision shall not affect the validity or enforceability of any or all of the remaining provisions hereof.
This agreement, and any controversy arising hereunder, shall be governed by and interpreted in accordance with the laws of the state of Washington.
This agreement may be terminated by AssistX Education, LLC upon 10 days written notice in the event Licensee breaches any of the material terms specified herein. Upon termination under this provision, all Software and supporting material will immediately be returned to AssistX Education, LLC, all copies of the Software which are resident on any computer equipment shall be erased, and Licensee shall not be entitled to any refunds or credits. All monetary and confidentiality obligations shall survive the termination of this agreement.
MICROSOFT SOFTWARE LICENSE TERMS
MICROSOFT DIRECTX END USER RUNTIME
These license terms are an agreement between Microsoft Corporation (or based on where you live, one of its affiliates) and you. Please read them. They apply to the software named above, which includes the media on which you received it, if any. The terms also apply to any Microsoft
* Internet-based services, and
* support services
for this software, unless other terms accompany those items. If so, those terms apply.
BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE.
If you comply with these license terms, you have the rights below.
1. INSTALLATION AND USE RIGHTS. You may install and use any number of copies of the software on your devices.
2. SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights to use the software. Microsoft reserves all other rights. Unless applicable law gives you more rights despite this limitation, 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. You may not
* work around any technical limitations in the software;
* reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation;
* make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation;
* publish the software for others to copy;
* rent, lease or lend the software;
* transfer the software or this agreement to any third party; or
* use the software for commercial software hosting services.
3. BACKUP COPY. You may make one backup copy of the software. You may use it only to reinstall the software.
4. DOCUMENTATION. Any person that has valid access to your computer or internal network may copy and use the documentation for your internal, reference purposes.
5. EXPORT RESTRICTIONS. The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use. For additional information, see www.microsoft.com/exporting.
6. SUPPORT SERVICES. Because this software is “as is,” we may not provide support services for it.
7. ENTIRE AGREEMENT. This agreement, and the terms for supplements, updates, Internet-based services and support services that you use, are the entire agreement for the software and support services.
8. APPLICABLE LAW.
a. United States. If you acquired the software in the United States, Washington state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.
b. Outside the United States. If you acquired the software in any other country, the laws of that country apply.
9. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your country. You may also have rights with respect to the party from whom you acquired the software. This agreement does not change your rights under the laws of your country if the laws of your country do not permit it to do so.
10. DISCLAIMER OF WARRANTY. THE SOFTWARE IS LICENSED “AS-IS.” YOU BEAR THE RISK OF USING IT. MICROSOFT GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, MICROSOFT EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
11. LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. YOU CAN RECOVER FROM MICROSOFT AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $5.00. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES.
This limitation applies to
* anything related to the software, services, content (including code) on third party Internet sites, or third party programs; and
* claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.
It also applies even if Microsoft knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.