GREAT CIRCLE LEARNING SOFTWARE LICENSE TERMS END USER LICENSE AGREEMENT

The following Great Circle Learning Software License Terms apply to all the following Great Circle Learning software:

AuthorTec™

Elements Pro™

george!™

LeaderGuide Pro™

LeaderGuide Pro IGST™

Learning Design Tool (LDT)™

Scripter™


LICENSE TERMS

These license terms are an agreement between Great Circle Learning (or one of its affiliates) and you. They apply to the software named above, which includes the media on which you received it, if any. Printed-paper license terms, which may come with the software, may replace or modify an on-screen license if so stated. These terms also apply to any Great Circle Learning updates, supplements, Internet-based services, and support services for this software, unless other terms accompany those items. If so, those terms apply.

BY USING THE SOFTWARE OR PRODUCT KEY, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, YOU ARE NOT PERMITTED TO USE THE SOFTWARE. IF YOU PURCHASED A PRODUCT LICENSE KEY, YOU MAY RETURN IT TO GREAT CIRCLE LEARNING OR THE AFFILIATE YOU PURCHASED FROM FOR A REFUND OR CREDIT ONLY IF YOU HAVE NOT USED THE PRODUCT LICENSE KEY TO ACTIVATE THE SOFTWARE.

AS DESCRIBED BELOW, USING THE SOFTWARE ALSO OPERATES AS YOUR CONSENT TO THE TRANSMISSION OF CERTAIN COMPUTER INFORMATION DURING ACTIVATION, VALIDATION AND FOR INTERNET-BASED SERVICES.

IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW FOR EACH LICENSE YOU ACQUIRE.

1. OVERVIEW

The software is licensed, not sold. Under this agreement, we grant you the right to install and run one instance on your device (the licensed device), for use by one person at a time, but only if you comply with all the terms of this agreement.

2.  INSTALLATION AND USE RIGHTS

a. One Copy per Device. You may install one copy of the software on one device. That device is the “licensed device.”

b. Licensed Device. You may only use one copy of the software on the licensed device at a time. In this agreement, "device" means a hardware system (whether physical or virtual) with an internal storage device capable of running the software. A hardware partition or blade is considered to be a device.

c. Multiple Versions. The software may include more than one version, such as 32-bit and 64-bit. You may install and use only one version at a time.

3. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS.

a. Multiplexing. Hardware or software you use to pool connections, reroute information, or reduce the number of devices or users that directly access or use the software (sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of licenses you need.

b. Media Elements and Templates. You may have access to media images, clip art, video clips, templates and other forms of content (“media elements”) provided with the software or as part of a service associated with the software. You may copy and use the media elements in projects and documents. You may not (i) sell, license or distribute copies of the media elements by themselves or as a product if the primary value of the product is the media elements; (ii) grant your customers rights to further license or distribute the media elements; (iii) license or distribute for commercial purposes media elements that include the representation of identifiable individuals, governments, logos, trademarks, or emblems or use these types of images in ways that could imply an endorsement or association with your product, entity or activity; or (iv) create obscene or scandalous works using the media elements.

c. Use with Virtualization Technologies. Instead of using the software directly on the licensed device, you may install and use the software within only one virtual (or otherwise emulated) hardware system on the licensed device.

d. Remote Access. The single primary user of the licensed device may access and use the software installed on the licensed device remotely from any other device. You may allow others to access the software to provide you with support services. You do not need additional licenses for this access. No other person may use the software under the same license at the same time for any other purpose.

e. Language Version Selection. If you are provided with a one-time selection between language versions, you may use only the one language version you select. If you were not provided with a language selection, the language version will default to the language of your operating system or, if your operating system language is not available, to United States English.

f. Trial and Conversion. Some or all the software may be licensed on a trial basis. Your rights to use trial software are limited to the trial period. The trial software and length of the trial period are set forth during the activation process. You may have the option to convert your trial rights to subscription or perpetual rights. Conversion options will be presented to you at the expiration of your trial period. After the expiration of any trial period without conversion, the features of the trial software will stop running. At that time, you will no longer be able to open, view and print any documents you created with the trial software.

g. Subscription Software. If you licensed the software on a subscription basis, your rights to use the software are limited to the subscription period. You may have the option to extend your subscription or convert to a perpetual license. If you extend your subscription, you may continue using the software until the end of your extended subscription period. See the software activation screens or other accompanying materials for subscription details. After the expiration of your subscription, the features of the software will stop running. At that time, you can continue to open, view and print any documents you created with the software during your subscription term.

4. MANDATORY ACTIVATION.

Whether you are running the software as a free trial, or a subscription, or a perpetual license, activation is required. Activation associates the use of the software with a specific device. During activation, the software will send information about the software and the device to Great Circle Learning. This information includes the software version, the license version, language and product key of the software, the Internet protocol address of the device, and information derived from the hardware configuration of the device. BY USING THE SOFTWARE, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION. If properly licensed, you have the right to use the version of the software installed during the installation process up to the time permitted for activation. UNLESS THE SOFTWARE IS ACTIVATED, YOU HAVE NO RIGHT TO USE THE SOFTWARE AFTER THE TIME PERMITTED FOR ACTIVATION. This is to prevent its unlicensed use. YOU ARE NOT PERMITTED TO BYPASS OR CIRCUMVENT ACTIVATION. You can activate the software by Internet. If you do so, Internet service charges may apply. Some changes to your computer components or the software may require you to reactivate the software. THE SOFTWARE WILL REMIND YOU TO ACTIVATE IT.

5. VALIDATION.

a. The software will from time to time request download of the validation feature of the software. Validation verifies that the software has been activated and is properly licensed. A validation check confirming that you are properly licensed permits you to use the software.

b. During or after a validation check, the software may send information about the software, the device and the results of the validation check to Great Circle Learning. This information includes, for example, the version and product key of the software and the Internet protocol address of the licensed device. Great Circle Learning does not use the information to identify or contact you. BY USING THE SOFTWARE, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION.

c. If, after a validation check, the software is found to be counterfeit, improperly licensed, or a non-genuine Great Circle Learning product, then the functionality or experience of using the software may be affected. For example, Great Circle Learning may provide notice that the software is improperly licensed or a non-genuine Great Circle Learning product, and you may receive reminders to obtain a properly licensed copy of the software or to follow Great Circle Learning’s instructions to be licensed to use the software and reactivate; and you may not be able to use or continue to use the software or some of the features of the software or obtain updates or upgrades from Great Circle Learning.

d. You may only obtain updates or upgrades for the software from Great Circle Learning or Great Circle Learning’s authorized sources.

6. INTERNET-BASED SERVICES.

Great Circle Learning provides Internet-based services with the software, which it may change or cancel at any time.

a. Consent for Internet-Based Services. The software features described below connect to Great Circle Learning or service provider computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. In some cases, you may switch off these features or not use them. BY USING THESE FEATURES, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION. Great Circle Learning does not use the information to identify or contact you.

b. Computer Information. The following features use Internet protocols, which send to the appropriate systems computer information, such as your Internet protocol address, the type of operating system, browser and name and version of the software you are using, and the language code of the device where you installed the software. Great Circle Learning uses this information to make the Internet-based services available to you.

• Web Help Features. Features in the software can link you to the Great Circle Learning web sites. You may choose not to use these web help features.

• Digital Certificates. The software uses digital certificates. These digital certificates confirm the identity of Internet users sending X.509 standard encrypted information. They also can be used to digitally sign files and macros to verify the integrity and origin of the file contents. The software retrieves certificates and updates certificate revocation lists using the Internet, when available.

c. Automatic Update. The Software may periodically check with Great Circle Learning for updates and supplements to the software. If found, you may receive notices from Great Circle Learning that updates and supplements are available to be downloaded and installed on your licensed device.

d. Use of Information. Great Circle Learning may use the device information, error reports, and malware reports to improve our software and services.

e. Misuse of Internet-based Services. You may not use these services in any way that could harm them or impair anyone else’s use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by any means.

7. SCOPE OF LICENSE.

a. The software and documentation are the property of Great Circle Learning, protected by U.S. copyright law and international treaties, and are licensed, not sold. This agreement only gives you some rights to use the features included in the software edition you licensed. Great Circle Learning 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;

· use the software in any way that is against the law;

· rent, lease or lend the software; or

· use the software for commercial software hosting services.

b. The software and documentation contain confidential information of Great Circle Learning. By using the software, you agree to take commercially reasonable measures to protect the confidentiality of the software and the documentation.

8. U.S. GOVERNMENT LICENSES. 

The software and documentation are "commercial items" (as defined in 48 C.F.R. 2.101) that were developed at private expense, are not in the public domain, and are provided to any agency, contractor or subcontractor of the U.S. Government (at any tier) subject to the maximum restrictions on use permitted by FAR 52.227-19 for civilian agencies and DFARS 227.7202-3(a) (Jan. 1, 2000) for military agencies, or successor regulations. Thus, to the maximum extent permitted by law the U.S. Government and any intermediate buyers obtain only those rights specified herein. The contractor/manufacturer of the software and documentation is:

· Great Circle Learning, P.O. Box 5159, Marco Island, FL 34145 USA.

· Email: info@greatcirclelearning.com

9. BACKUP COPY.

a. Media. If you acquired the software on a disc or other media, you may make one backup copy of the media. You may use it only to reinstall the software on the licensed device.

b. Electronic Download. If you acquired and downloaded the software online, you may make one copy of the software on a disc or other media to install the software on the licensed device. You may also use it to reinstall the software on the licensed device.

10. DOCUMENTATION.

Any person that has valid access to your licensed device or internal network may copy and use the documentation for your internal, reference purposes.

11. ACADEMIC SOFTWARE.

You must be a “Qualified Educational User” to use software marked as “Academic” edition. If you do not know whether you are a Qualified Educational User, visit www.GreatCircleLearning.com/academic or contact Great Circle Learning or the Great Circle Learning affiliate serving you.

· Great Circle Learning, P.O. Box 5159, Marco Island, FL 34145, USA

· Email: info@greatcirclelearning.com

12. UPGRADE OR CONVERSION.

To upgrade or convert software, you must first be licensed for the software that is eligible for the upgrade or conversion. Upon upgrade or conversion, this agreement takes the place of the agreement for the software you upgraded or converted from. After you upgrade or convert, you may no longer use the software you upgraded or converted from.

13. PROOF OF LICENSE.

a. Genuine Proof of License. Your proof of license is the genuine Great Circle Learning product license key for the software which you received with your purchase and your proof of purchase from Great Circle Learning or an authorized affiliate of Great Circle Learning. Proof of purchase may be subject to verification by Great Circle Learning’s records.

b. Upgrade or Conversion License. If you upgrade or convert the software, your proof of license is the genuine proof of license for the software you upgraded or converted from; and the genuine proof of license for the software you upgraded or converted to.

14. REASSIGN TO ANOTHER DEVICE.

You may reassign the license to a different device that belongs to you, but only upon Deactivation of the Product License Key from the current device, and not more than one time every 90 days (except due to hardware failure, in which case you can transfer sooner). If you reassign, that another device becomes the “licensed device.”

You may not transfer the software to share licenses between devices and users.

If you experience hardware failure that prevents you from properly Deactivating your Product License Key prior to reassigning to another device, you will need to contact Great Circle Learning with verification of hardware failure to release the Product License Key for reassignment.

· Great Circle Learning, P.O. Box 5159, Marco Island, FL 34145, USA

· Email: info@greatcirclelearning.com

15. TRANSFER TO A THIRD PARTY.

The first user of the software may make a one-time transfer of the software and this agreement, by transferring the genuine proof of license directly to a third party. The first user must deactivate and remove the software before transferring it separately from the licensed device. The first user may not retain any copies of the software. Before any permitted transfer, the other party must agree that this agreement applies to the transfer and use of the software. If the software is an upgrade, any transfer must also include all prior versions of the software.

16. 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.

17. SUPPORT SERVICES.

Great Circle Learning provides support services for the software as described at www.GreatCircleLearning.com/support.

18. ENTIRE AGREEMENT.

This agreement (including the warranty below), any addendum or amendment included with the software, 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.

19. APPLICABLE LAW.

This agreement is governed by the substantive laws of the state where you live and of the United States of America, irrespective of conflicts of law principles. If you acquired the software in the United States, the laws of the state where you live govern claims under state consumer protection laws, unfair competition laws, and in tort. All claims brought by you shall be brought in the federal or state courts where you live or in Florida, USA where Great Circle Learning is located, to whose jurisdiction you hereby consent for purposes of adjudicating claims and actions under or related to this agreement.

20. LEGAL EFFECT.

This agreement describes certain legal rights. You may have other rights under the laws of your state or 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 state or country if the laws of your state or country do not permit it to do so.

21. LIMITATION ON AND EXCLUSION OF DAMAGES.

YOU CAN RECOVER FROM GREAT CIRCLE LEARNING AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE SOFTWARE . 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 repair, replacement or a refund for the software does not fully compensate you for any losses; or Great Circle Learning knew or should have known about the possibility of the damages.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. They also may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.

22. LIMITED WARRANTY; IP INDEMNITY

Great Circle Learning offers the Limited Warranty in A, subject to the conditions in B-I.

A. LIMITED WARRANTY. If you follow the instructions, the software will perform substantially as described in the Great Circle Learning materials that you receive in or with the software. Great Circle Learning has not intentionally placed in the software any programs, routines, devices, or undisclosed features that are designed to delete, disable, harm, interfere with, or intended to provide unauthorized access, or unauthorized modifications to data and programs on the licensed device. Further, Great Circle Learning warrants that it takes commercially reasonable efforts to ensure that the software is free from viruses.

B. TERM OF WARRANTY; WARRANTY RECIPIENT; LENGTH OF ANY IMPLIED WARRANTIES. THE LIMITED WARRANTY COVERS THE SOFTWARE FOR ONE YEAR AFTER ACQUIRED BY THE FIRST USER (“WARRANTY PERIOD”). IF YOU RECEIVE SUPPLEMENTS, UPDATES, OR REPLACEMENT SOFTWARE DURING THE WARRANTY PERIOD, THEY WILL BE COVERED FOR THE REMAINDER OF THE WARRANTY PERIOD OR 30 DAYS, WHICHEVER IS LONGER. If the first user transfers the software, the remainder of the warranty will apply to the recipient.

TO THE EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTIES, GUARANTEES OR CONDITIONS LAST ONLY DURING THE TERM OF THE LIMITED WARRANTY. Some states do not allow limitations on how long an implied warranty lasts, so these limitations may not apply to you. They also might not apply to you because some countries may not allow limitations on how long an implied warranty, guarantee or condition lasts.

C. INDEMNIFICATION FOR THIRD PARTY CLAIMS.  Notwithstanding condition B above, Great Circle Learning agrees that it will defend, indemnify and hold you harmless, at its own costs and expense, from and against any claim or action brought against you to the extent it is based on the claim that your genuine licensed and registered copy of Great Circle Learning software, currently installed on your computer, or its documentation infringes on a third party patent, copyright, trademark, trade secret, and/or any other similar property right.  This indemnity against third party infringement claims only applies to a currently installed, licensed and registered genuine copy of Great Circle Learning software (and associated documentation), including media elements and templates, that were loaded onto your computer by an authorized copy of the Great Circle Learning software’s install package. THIS INDEMNITY DOES NOT APPLY TO, AND GREAT CIRCLE LEARNING HAS NO LIABILITY OR RESPONSIBILITY FOR, SOFTWARE, DOCUMENTATION, MEDIA ELEMENTS, TEMPLATES, OR INSTALL FILES THAT YOU OR ANYONE ELSE, INCLUDING GREAT CIRCLE LEARNING AFFILATES, HAVE ADDED, ALTERED, EDITED, INCLUDED, OR TRANSFERRED. NOR DOES IT APPLY TO UNLICENSED/UNREGISTERED SOFTWARE OR SOFTWARE THAT IS NO LONGER INSTALLED OR IN USE BY YOU.

D. EXCLUSIONS FROM WARRANTY. The Limited Warranty in A does not cover, and Great Circle Learning has no liability or responsibility for, problems caused by your acts (or failures to act), the acts of others, or events beyond Great Circle Learning’s reasonable control.

E. REMEDY FOR BREACH OF WARRANTY. IF A BREACH OF WARRANTY IS REPORTED TO GREAT CIRCLE LEARNING DURING THE WARRANTY PERIOD AND IN CONFORMANCE WITH CONDITION G, GREAT CIRCLE LEARNING WILL REPAIR OR REPLACE THE SOFTWARE AT NO CHARGE, PROVIDED THAT IF GREAT CIRCLE LEARNING CANNOT REPAIR OR REPLACE IT, GREAT CIRCLE LEARNING WILL REFUND THE AMOUNT SHOWN ON YOUR RECEIPT FOR THE SOFTWARE PRODUCT LICENSE KEY. THESE ARE YOUR ONLY REMEDIES (AND GREAT CIRCLE LEARNING’S ONLY LIABILITY OR RESPONSIBILITY) FOR BREACH OF THE LIMITED WARRANTY.

F. CONSUMER RIGHTS NOT AFFECTED. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS, WHICH THIS AGREEMENT CANNOT CHANGE.

G. WARRANTY PROCEDURES. You need proof of purchase for warranty service. For warranty service or information about how to obtain a refund for a software license key, please send your request to Great Circle Learning at:

· Great Circle Learning, Customer Service and Support, PO Box 5159, Marco Island, FL 34145 USA

· Email: info@greatcirclelearning.com

H. NO OTHER WARRANTIES. THE LIMITED WARRANTY IS THE ONLY WARRANTY FROM GREAT CIRCLE LEARNING. GREAT CIRCLE LEARNING GIVES NO OTHER EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. WHERE ALLOWED BY YOUR LOCAL LAWS, GREAT CIRCLE LEARNING EXCLUDES IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE AND NON-INFRINGEMENT. If your local laws give you any implied warranties, guarantees or conditions, despite this exclusion, your remedies are described in the Remedy for Breach of Warranty clause above, to the extent permitted by your local laws.

I. LIMITATION ON AND EXCLUSION OF DAMAGES FOR BREACH OF WARRANTY. THE LIMITATION ON AND EXCLUSION OF DAMAGES CLAUSE ABOVE APPLIES TO BREACHES OF THIS LIMITED WARRANTY.

THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY.

Should you have any questions concerning this GREAT CIRCLE LEARNING SOFTWARE LICENSE TERMS END USER LICENSE AGREEMENT or if you desire to contact GREAT CIRCLE LEARNING for any reason, please write:

· Great Circle Learning, P.O. Box 5159, Marco Island, FL 34145, USA. 

· Email: info@greatcirclelearning.com

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.