SOFTWARE LICENCE AGREEMENT TERMS AND CONDITIONS

READ THIS DOCUMENT CAREFULLY BEFORE USING THE SOFTWARE TO WHICH IT RELATES ('SOFTWARE'). BY OPENING THIS PACKAGE OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS SOFTWARE LICENCE AGREEMENT ('AGREEMENT'). IF YOU DO NOT AGREE TO THE AGREEMENT TERMS, PROMPTLY RETURN THE UNUSED SOFTWARE AND PACKAGE TO WHERE YOU OBTAINED IT.

The purchaser (whether individual consumer, school or other organization) is responsible for informing all legitimate users of the software of the conditions and restrictions.

GRANT OF RIGHTS:
Subject to your payment and compliance with the terms of this Agreement, the Licensor grants you a non-exclusive and non-transferable licence to use the Software on a single personal computer or, subject to you paying for the appropriate licence, a server accessed by no more than the licensed number of users or stand alone computers, as applicable.

RESTRICTIONS:
You may not distribute the Software, including by electronic transfer from one computer to another over a network or otherwise, except as expressly authorised by the Licensor. You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human perceivable form, except as permitted by law; the Licensor can provide you with any information you may require relating to interoperability with other computer systems. You may not modify, adapt, translate, rent, lease, loan, resell, distribute, or create derivative works based upon the Software. You may not display the Software on a public bulletin board file transfer protocol ('ftp') site, internet site or other site from which the Software could be downloaded. You may not copy the Software except to make back-up copies of the Software. You may add additional users and make additional copies only upon payment of an additional licence fee. You must comply with all laws that are applicable to the Software including, without limitation, export laws.

LIMITED WARRANTY:
The Software is licensed and otherwise provided 'AS IS' to the extent permitted by law. If any materials or media in this package are defective, you may return them within ninety (90) days of the original date of invoice, and the Licensor will replace them at no charge. TO THE EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS, CONDITIONS OR WARRANTIES, WHETHER BASED IN STATUTE, THE COMMON LAW OR OTHERWISE ARE EXCLUDED. YOU ACKNOWLEDGE THAT IN ENTERING INTO THIS AGREEMENT, YOU HAVE RELIED UPON YOUR OWN EXPERIENCE, SKILL AND JUDGEMENT TO EVALUATE THE PRODUCT AND HAVE SATISFIED YOURSELF AS TO THE SUITABILITY OF THE PRODUCT TO MEET YOUR REQUIREMENTS. NOTHING IN THIS AGREEMENT EXCLUDES, RESTRICTS OR MODIFIES ANY CONDITION, WARRANTY, RIGHT OR REMEDY IMPLIED OR IMPOSED BY ANY STATUTE OR REGULATION WHICH CANNOT LAWFULLY BE EXCLUDED, RESTRICTED OR MODIFIED.

LIMITATION OF LIABILITY:
(A) SUBJECT TO PARAGRAPH (B), IN NO EVENT WILL THE LICENSOR BE LIABLE UNDER THIS AGREEMENT TO YOU FOR ANY INDIRECT, SPECIAL, ECONOMIC OR CONSEQUENTIAL LOSS OR DAMAGE OR LOSS OF REVENUE, PROFITS, GOODWILL, BARGAIN OR OPPORTUNITIES OR LOSS OR CORRUPTION OF DATA OR LOSS OF ANTICIPATED SAVINGS INCURRED OR SUFFERED BY YOU WHETHER CAUSED BY NEGLIGENCE OR OTHERWISE AND WHETHER OR NOT THE LICENSOR WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

(B) YOU MAY HAVE ADDITIONAL RIGHTS BY LAW, INCLUDING WITHOUT LIMITATION UNDER THOSE GRANTED BY THE TRADE PRACTICES ACT 1974 AND/OR OTHER LEGISLATION, WHICH CANNOT BE EXCLUDED. NOTHING IN THIS AGREEMENT LIMITS THOSE RIGHTS.

(C) SUBJECT TO PARAGRAPH (D) AND TO THE EXTENT ALLOWED BY LAW, THE MAXIMUM AGGREGATED LIABILITY OF THE LICENSOR, WHETHER FOR BREACH OF THIS AGREEMENT OR IN NEGLIGENCE OR ANY OTHER TORT OR FOR ANY OTHER COMMON LAW OR STATUTORY CAUSE OF ACTION ARISING FROM OR IN RELATION TO THIS AGREEMENT, IS LIMITED TO THE AMOUNT OF FEES PAID BY YOU UNDER THIS AGREEMENT.

(D) NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY, NOTHING IN THIS AGREEMENT SHALL LIMIT THE LICENSOR'S LIABILITY IN RESPECT OF PERSONAL INJURY OR DEATH.

(E) In no event shall you raise any claim under this Agreement more than two years after whichever of the following dates occurs first: (i) the discovery of the circumstances giving rise to such a claim; or (ii) the effective date of the termination of this Agreement unless the limitation in this paragraph is unlawful.

INTELLECTUAL PROPERTY:
All copyright, trade marks and other intellectual property rights subsisting in or used in connection with the Software (including but not limited to all images, animations, audio, content modules or other identifiable material relating to the Software) are and remain the sole property of Pathold No 167 Pty Ltd unless specifically designated otherwise.

TERMINATION:
The licence(s) granted under this Agreement shall be perpetual; provided, however, the Licensor may terminate this Agreement (including, for the avoidance of doubt, the licence(s) granted under this Agreement) if: (i) you have used the Software otherwise than in accordance with this Agreement; (ii) the Licensor has notified you in writing of a material breach and such breach is not cured within 30 days; or (iii) you fail to pay any fees when due. Termination shall not relieve you from your obligation to pay the fees that remain unpaid, and shall not limit either party from pursuing any other available remedies. Upon termination by the Licensor of this Agreement, or any part thereof, the Licensor shall have no obligation to refund to you any fees paid by you, and you agree to waive, in perpetuity and unconditionally, any and all claims for refunds. This section shall survive termination of this Agreement. If a licence is revoked, you must immediately uninstall and destroy all copies of the Software to which that licence related.

GENERAL:
The Licensor may assign, sub-contract or novate its rights and obligations under this Agreement without your prior approval. If an Agreement provision is found to be unlawful, void or unenforceable, that provision shall be enforced to the extent permissible under applicable law, and the other provisions shall remain in effect. You agree that the Licensor may obtain specific performance and preliminary and permanent injunctive or other equitable relief for any violation of this Agreement. Any modification to the Agreement terms shall be subject to the Licensor's prior written approval.

GOVERNING LAW AND JURISDICTION:
This Agreement shall be governed by the laws of the state of New South Wales, Australia. The Licensor and you submit unconditionally and irrevocably to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

TRIAL OR EVALUATION USE:
If, with the Licensor's consent, you open this package or use this Software on a no-cost, or a no-cost limited-time evaluation basis, then the only right granted to you under this Agreement is the right to access the Software for trial or evaluation (no licence is granted). You must return the Software to the Licensor and/or uninstall it from the relevant computer immediately upon the end of the evaluation period or upon the Licensor's demand or otherwise pay the relevant licence fee. The provisions in this section control the Agreement to the extent they are inconsistent with provisions in other sections of this Agreement. All other terms of the Agreement are unmodified by this section. If you acquire a licence to this Software, then this section shall be of no further effect.

The Software is copyright material. © Pathold No 167 Pty Ltd 2010
The Licensor is Erinzan Pty Ltd trading as EdAlive®
EdAlive® is a trademark registered by Pathold No 167 Pty Ltd in Australia and/or other countries
All rights reserved.

QUESTIONS: If you have any questions concerning the terms or conditions of this Agreement, contact the Licensor at:
tel: +61 2 6776 0200
fax: +61 2 6771 1050
email: info@edalive.com