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Assist™ Software License

License Agreement

This is a software license agreement ("License") between you ("Licensee") and Pearson ("Licensor") governing the Pearson Software ("Software.") By installing, copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this License. If you do not agree to the terms of this License, Licensor is unwilling to license the Software to you. In such event, you may not use or copy the Software, and you should promptly contact Licensor to obtain a refund.

The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold.

  1. Definitions.
    • Software. Pearson Software, and any part thereof.
    • Printed Materials. Any and all printed material that accompanies the Software.
    • Single Computer. The one computer on which Licensee is permitted to install a copy of the Software.
    • Networked Computer. A computer that is coupled to the Single Computer through a network.
    • Single Use Software. Pearson Software that can be used by Licensee only on a Single Computer.
    • Network Software. Pearson Software can be used by Licensee on Networked Computers.
  2. License.
    • If Licensee purchases Single Use Software, Licensee agrees to install and use the Software on only one computer (the "Single Computer").
    • If Licensee purchases Network Software, Licensee may install the Software on a Single Computer using other computers that are coupled to the Single Computer through a network ("Networked Computers").
  3. Limitations and Restrictions.
    • Licensee agrees not to make the Software available for use through the Internet.
    • Licensee agrees not to make the Software available for use on a Networked Computer.
    • Licensee agrees not to redistribute the Software.
    • Licensee agrees not to reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
    • Licensee agrees not to rent, lease or lend the Software.
    • Licensee agrees not to create derivative works based upon the Software.
  4. Confidentiality. Licensee acknowledges and agrees that the Software is the confidential and proprietary information and trade secret of Licensor, and Licensee hereby covenants and agrees to exert its due diligence to prevent disclosure or copying of the Software and maintain the same as confidential. Licensee further covenants and agrees to recover, estop, and/or strictly limit any unauthorized disclosure relating to the Software which may occur.
  5. WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS, AND WITHOUT ANY WARRANTIES AS TO NONINFRINGEMENT OF ANY KIND.
  6. WAIVER. LICENSEE AGREES THAT IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE OF DATA, PROFITS OR BUSINESS INTERRUPTION, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS CONDUCT, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE OR ANY PART THEREOF.
  7. Indemnification. Licensee agrees to indemnify and hold harmless Licensor, its suppliers, subsidiaries, parent companies, officers, and employees for any damages, including attorneys' fees, asserted by any third party for any use of the Software.
  8. Remedies. Licensee acknowledges that Licensor's remedies at law for a breach or threatened breach of the provisions of this document are inadequate and hereby agrees that Licensor shall be entitled to equitable relief (including, without limitation, injunctive relief) for any breach or threatened breach of the terms of this document in addition to any other remedies at law or in equity available to Licensor. The terms of this document shall survive the termination of this License.
  9. Termination.
    • Without prejudice to any other rights, Licensor may terminate this License if Licensee fails to comply with the terms and conditions of this License.
    • In the event of termination, Licensee agrees to destroy all copies of the Software and all of its component parts and all Printed Materials.
  10. Copyright. Licensee acknowledges and agrees that all copyrights in the Software, including but not limited to any images, photographs, animations, video, audio, music, text and "applets," incorporated into the Software, the accompanying printed materials ("Printed Materials"), and any copies of the Software, are owned by Licensor.
  11. Reservation. All rights not expressly granted under this License are reserved by Licensor.
  12. Reasonable Efforts. Licensee agrees to undertake reasonable efforts to communicate and enforce all of the terms of this License to employees of Licensee who have access to the Software.
  13. Notification. Licensee agrees to notify Licensor in writing of any unauthorized use within thirty days of becoming aware of said unauthorized use.
  14. No Waiver of Rights. Licensee agrees that no delay or failure to take action represents a waiver of the Licensor's rights.
  15. Governing Law. Licensee agrees that this License is governed by the laws of the State of Minnesota, United States of America, and agrees to be subject to personal jurisdiction in the state and federal courts of the State of Minnesota.
  16. Export Regulations. Licensee agrees not to import, export, reexport the Software in violation of U.S. export laws and regulations.
  17. No Joint Venture. Licensee agrees that no joint venture, partnership, employment, or agency relationship exists between Licensee and Licensor as a result of this License or the use of the Software.
  18. Severability. If any part of this License is determined to be invalid or unenforceable pursuant to applicable law, it shall not affect the validity of the entire License. Additionally, such invalid provision shall be deemed superseded by a valid, enforceable provision and the remainder of the License shall continue in effect.
  19. Integration. This License represents the entire agreement between Licensee and Licensor and supersedes any and all prior or contemporaneous communications between the Licensee and Licensor.