Grant of License

Project Learning International Limited hereby grants you (the person or entity who purchased this license) a limited, nonexclusive and non-transferable license to use Project Mentor. Your right to use the Licensed Software terminates immediately upon the violation of any provision of this Agreement. If any provision of this Agreement shall be held to be unenforceable, such holding shall not affect the enforceability of any other provisions hereof. The Licensed Software is the Project Mentor computer program and associated sample files, audio visual material documentation and packaging.

Number of Licensed Users

Network Installation

Each Network Edition purchased, authorizes the use of Project Mentor on one (1) Network by no more than the number of licensed users (including any users who have copied Project Mentor from the server onto the user's local hard drive). A login for the Personal Learning Plan will be issued to each licensed user of Project Mentor. Sharing of logins is strictly prohibited. To use Project Mentor for more than the licensed number of users, you must purchase additional Network Edition licenses to meet the number of logins required.

Single User

For purposes of this Agreement, a Single User is defined as one (1) login, i.e. one "Personal Learning Plan" or licensee. If you have not purchased a version of Project Mentor that is clearly designated as a Network Edition, the Licensed Software may not be used on a network or otherwise used simultaneously on more than one computer or processor, unless you purchase additional licenses for each multiple simultaneous use. Sharing of logins for Personal Learning Plans is strictly prohibited.

Proprietary Rights

You agree to take all necessary steps to ensure that the provisions of this Agreement are not violated by you or by any person under your control or in your service and you shall not, nor shall you cause or permit any such person to disassemble, reverse compile or tamper with the Licensed Software. All copyright, patent, trade secret, trademark and other intellectual and proprietary rights in the Licensed Software are and shall remain the valuable property of Project Learning International Limited.

Reproduction and Copyright

Portions of the Licensed Software are entitled to protection under the Copyright Laws. You may not copy, allow anyone else to copy, or otherwise reproduce any part of the Licensed Software without prior written consent of Project Learning International Limited, except for distribution of the copy on the network drive or other computers as permitted in Paragraph 2 or for backup purposes or to install the Licensed Software on a single hard disk, provided you keep the original only for backup or archival purposes. You may not remove or omit any copyright or other proprietary notices from the License Software. Ownership of all copies is retained by Project Learning International Limited. You may not copy the documentation accompanying the Licensed Software.

Limited Warranty and Disclaimer

Project Learning International Limited warrants the media on which the Licensed Software is provided to be free from defects in materials and workmanship for 30 days after delivery. Defective media may be returned for replacement without charge during the 30-day warranty period, unless the media have been damaged by accident or misuse. Any implied warranties are limited to the duration of the express warranties stated in this Paragraph. Due to the complex nature of computer software, neither Project Learning International Limited, nor any of its distributors or any of its affiliates warrants that the Licensed Software is completely error-free, will operate without interruption or is compatible with all equipment or software configurations. The entire liability of Project Learning International Limited and its agents and distributors, or any of its affiliates, and your exclusive remedy shall be, at the option of Project Learning International Limited, either (a) refund of any price paid or (b) replacement of the Licensed Software that does not meet the foregoing warranty, when returned to Project Learning International Limited. An invoice must accompany any warranty claim. Any replacement software is warranted for a period of 30 days after delivery. The Software is provided as is and neither Project Learning International Limited, nor any of its distributors or any of its affiliates, warrant that the operation of the Software will be uninterrupted and error free. Project Learning International Limited makes, and you receive, no warranties or conditions, express, implied or statutory, including without limitation the warranties of the merchantability, fitness for a particular purpose, satisfactory quality, and non-infringement. The entire risk as to the quality and performance of the Software is borne by you. This disclaimer of warranty constitutes an essential part of the agreement. Some states do not allow exclusions of an implied warranty, so this disclaimer may not apply to you and you may have other legal rights that vary from state to state or by jurisdiction.

Limitation of Liability

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL PROJECT LEARNING INTERNATIONAL LIMITED OR ITS AGENTS AND DISTRIBUTORS OR ANY OF ITS AFFILIATES, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL PROJECT LEARNING INTERNATIONAL LIMITED OR ITS AGENTS AND DISTRIBUTORS OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DAMAGES IN EXCESS OF PROJECT LEARNING INTERNATIONAL LIMITED'S LIST PRICE FOR A LICENSE TO THE SOFTWARE, EVEN IF PROJECT LEARNING INTERNATIONAL LIMITED SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

Consumer Rights

Your statutory rights are unaffected.

General

The Licensed Software and documentation may not be exported or re-exported without the appropriate New Zealand approvals and licenses. This agreement is subject to the Laws of New Zealand.