IMPORTANT-READ CAREFULLY: This End User Licence Agreement
(“Agreement”) sets forth the conditions by which Nelson Education Limited (“Nelson”)
will make electronic access to the licensed content and associated media, software,
documentation, printed materials and electronic documentation contained in this
package and/or made available to you via this Website (the “Licensed Content”),
available to you (the “End User”). BY CLICKING THE "I ACCEPT" BUTTON
AND/OR OPENING THIS PACKAGE, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS
AND CONDITIONS, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS CONDITIONS AND ALL
APPLICABLE LAWS AND REGULATIONS GOVERNING THE USE OF THE LICENSED CONTENT.
1.0 SCOPE OF LICENSE
1.1 Licensed Content. The Licensed Content may contain portions
of modifiable content (“Modifiable Content”) and content which may not be modified
or otherwise altered by the End User (“Non-Modifiable Content”). For purposes
of this Agreement, Modifiable Content and Non-Modifiable Content may be collectively
referred to herein as the “Licensed Content.” All Licensed Content shall be
considered Non-Modifiable Content, unless such Licensed Content is presented
to the End User in a modifiable format and it is clearly indicated that modification
of the Licensed Content is permitted.
1.2 Subject to the End User’s compliance with the terms and conditions
of this Agreement, Nelson hereby grants the End User, a nontransferable, non-exclusive,
limited right to access and view a single copy of the Licensed Content on a
single personal computer system for noncommercial, internal, personal use only.
The End User shall not (i) reproduce, copy, modify
(except in the case of Modifiable Content), distribute, display, transfer, sublicense,
prepare derivative work(s) based on, sell, exchange, barter or transfer, rent,
lease, loan, resell, or in any other manner exploit the Licensed Content; (ii)
remove, obscure or alter any notice of Nelson’s intellectual property rights
present on or in the License Content, including, but not limited to, copyright,
trademark and/or patent notices; or (iii) disassemble, decompile, translate,
reverse engineer or otherwise reduce the Licensed Content. Nelson reserves the
right to use a hardware lock device, license administration software, and/or
a license authorization key to control access or password protection technology
to the Licensed Content. The End User may not take any steps to avoid or defeat
the purpose of such measures. Use of the Licensed Content without the relevant
required lock device or authorization key is prohibited.
2.0 TERMINATION
Nelson may at any time (without prejudice to its other rights or
remedies) immediately terminate this Agreement and/or suspend access to some
or all of the Licensed Content, in the event that the End User does not comply
with any of the terms and conditions of this Agreement. In the event of such
termination by Nelson, the End User shall immediately return any and all copies
of the Licensed Content to Nelson.
3.1 The End User acknowledges that Nelson owns all right, title and
interest, including, but not limited to all copyright rights therein, in and
to the Licensed Content, and that the End User shall not take any action inconsistent
with such ownership. The Licensed Content is protected by
4.0 WITHDRAWAL
4.1 Nelson reserves the right at any time to withdraw from the Licensed
Content any item or part of an item for which it no longer retains the right
to publish, or which it has reasonable grounds to believe infringes copyright
or is defamatory, unlawful or otherwise objectionable.
5.0 PROTECTION AND SECURITY
5.1 The End User shall use its best efforts and take all reasonable
steps to safeguard its copy of the Licensed Content to ensure that no unauthorized
reproduction, publication, disclosure, modification or distribution of the Licensed
Content, in whole or in part, is made. To the extent that the End User becomes
aware of any such unauthorized use of the Licensed Content, the End User shall
immediately notify Nelson. Notification of such violations may be made by sending
an Email to inquire@nelson.com.
5.2 Requests for reprint or reuse rights for any content licensed
herein should be made by contacting Nelson Education Limited, 1120 Birchmount
Road, Toronto, ON MIK 5G4, which Nelson may, in its absolute discretion, grant
or refuse.
6.0 MISUSE OF THE LICENSED PRODUCT
6.1 In the event that the End User uses the Licensed Content in violation of
this Agreement, Nelson shall have the option of electing liquidated damages,
which shall include all profits generated by the End User’s use of the Licensed
Content plus interest computed at the maximum rate permitted by law and all
legal fees and other expenses incurred by Nelson in enforcing its rights, plus
penalties.
7.0 DISCLAIMER OF WARRANTIES AND LIABILITIES
7.1 Although Nelson believes the Licensed Content to be reliable, Nelson does
not guarantee or warrant (i) any information or materials contained in or produced by
the Licensed Content, (ii) the accuracy, completeness or reliability of the
Licensed Content, or (iii) that the Licensed Content is free from errors or
other material defects. THE LICENSED PRODUCT IS PROVIDED “AS IS,” WITHOUT ANY
WARRANTY OF ANY KIND AND Nelson DISCLAIMS ANY AND ALL WARRANTIES, AND CONDITIONS
EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL Nelson
BE LIABLE FOR: INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING
FOR LOST PROFITS, LOST DATA, OR OTHERWISE. IN NO EVENT SHALL Nelson’s AGGREGATE
LIABILITY HEREUNDER, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID
BY THE END USER HEREUNDER FOR THE LICENSE OF THE LICENSED CONTENT.
8.0 GENERAL
8.1 Entire Agreement. This Agreement shall constitute the entire Agreement
between the Parties and supersedes all prior Agreements and understandings oral
or written relating to the subject matter hereof.
8.2 Enhancements/Modifications of Licensed Content. From time to time,
and in Nelson’s sole discretion, Nelson may advise the End User of updates,
upgrades, enhancements and/or improvements to the Licensed Content, and may
permit the End User to access and use, subject to the terms and conditions of
this Agreement, such modifications, upon payment of prices as may be established
by Nelson.
8.3 No Export. The End User shall use the Licensed Content solely in
8.4 Severability. If any provision of this Agreement is invalid, illegal,
or unenforceable under any applicable statute or rule of law, the provision
shall be deemed omitted to the extent that it is invalid, illegal, or unenforceable.
In such a case, the remainder of the Agreement shall be construed in a manner
as to give greatest effect to the original intention of the parties hereto.
8.5 Waiver. The waiver of any right or failure of either party to exercise
in any respect any right provided in this Agreement in any instance shall not
be deemed to be a waiver of such right in the future or a waiver of any other
right under this Agreement.
8.6 Choice of Law/Venue. This Agreement shall be interpreted, construed,
and governed by and in accordance with the laws of the
8.7 Acknowledgment. By opening this package and/or by accessing the Licensed
Content on this Website, THE END USER ACKNOWLEDGES HAVING READ THIS AGREEMENT,
UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU
DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU MUST NOT ACCESS THE LICENSED CONTENT
AND RETURN THE LICENSED PRODUCT TO Nelson (WITHIN 30 CALENDAR DAYS OF THE END
USER’S PURCHASE) WITH PROOF OF PAYMENT ACCEPTABLE TO Nelson, FOR A CREDIT OR
A REFUND. Should the End User have any questions/comments regarding this Agreement,
please contact Nelson at inquire@nelson.com.