LICENSE AGREEMENT AND LIMITED WARRANTY



	READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE OPENING THIS DISK PACKAGE.  THIS LEGAL DOCUMENT IS AN AGREEMENT BETWEEN YOU AND PEARSON PRENTICE HALL (THE “COMPANY”).  BY OPENING THIS SEALED DISK PACKAGE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS.  IF YOU DO NOT AGREE, WITH THESE TERMS AND CONDITIONS, DO NOT OPEN THE DISK PACKAGE.  PROMPTLY RETURN THE UNOPENED DISK PACKAGE AND ALL ACCOMPANYING ITEMS TO THE PLACE YOU OBTAINED THEM.

	1.	GRANT OF LICENSE:  In consideration of your adoption of textbooks and/or other materials published by the Company, and your agreement to abide by the terms and conditions of this Agreement, the Company grants to you a nonexclusive right to use and display the copy of the enclosed software program (hereinafter “the SOFTWARE”) so long as you comply with the terms of this Agreement.  The Company reserves all rights not expressly granted to you under this Agreement.

	2.	OWNERSHIP OF SOFTWARE:  You own only the magnetic or physical media (the enclosed disks) on which the SOFTWARE is recorded or fixed and have no rights, title and ownership to the SOFTWARE recorded on the original disk copy(ies) and all subsequent copies of the SOFTWARE, regardless of the form or media on which the original or other copies may exist.  This license is not a sale of the original SOFTWARE or any copy to you.

	3.	COPY RESTRICTIONS:  This Software and the accompanying printed materials and user manual (the “Documentation”) are the subject of copyright.  You may not copy the SOFTWARE, except that you may make as many copies for use only by (and for the benefit of) the school district of which you are a part and/or you may install the SOFTWARE on a file server and transmit the SOFTWARE on an on-line computer network which links schools within the school district of which you are a part (for the benefit of the school district) at other computers to the file server.  You may not copy the Documentation, except that you may make as many copies as are necessary for students and teachers within only the one school district for which you obtained the SOFTWARE.  You may be held legally responsible for copying or copyright infringement, which is caused or encouraged by your failure to abide by the terms of this restriction.

	4.	USE RESTRICTIONS:  You may not sell, license, transfer or distribute copies of the SOFTWARE or the Documentation to others except that you may distribute copies of the SOFTWARE within your school district only to the extent permitted in Paragraph 3 above.  You may not reverse engineer, disassemble, decompile, modify, adapt, translate or create derivative works based on the SOFTWARE or the Documentation without the prior written consent of the Company.

	5.	RECORDS:  You hereby agree to maintain complete, clear and accurate records of all of your activities relating to the use of any copying of the SOFTWARE (including, but not limited to, the number of copies made, the location where each copy is used and the local area network on which it is being used (if applicable)) and such records shall be in sufficient detail to enable the Company to determine compliance hereunder.  During the term of this Agreement and for a  period of six months thereafter, the Company shall have the right, at its expense and upon reasonable notice, to examine or have examined by its authorized representatives, your books and records in order to determine and verify your performance under this Agreement.

	6.	TERMINATION:  This license is effective until terminated.  This license will terminate automatically without notice from the Company if you fail to comply with any provisions of this license.  Upon termination, you shall destroy the Documentation and all copies of the SOFTWARE.  All provisions of this Agreement as to warranties, limitation of liability, remedies or damages and ownership rights shall survive termination.

	7. 	MISCELLANEOUS:  This Agreement shall be construed in accordance with the laws of the United States of America and the State of New York and shall benefit the Company, its affiliates and assignees.

	8.	LIMITED WARRANTY AND DISCLAIMER OF WARRANTY:  Because this SOFTWARE is being given to you without charge, the Company makes no warranties about the SOFTWARE, which is provided “AS-IS.”  THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THE COMPANY DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE.  IN NO EVENT, SHALL THE COMPANY OR ITS EMPLOYEES, AGENTS, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE LICENSE GRANTED UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF DATA, LOSS OF INCOME OR PROFIT, OR OTHER LOSSES SUSTAINED AS A RESULT OF INJURY TO ANY PERSON, OR LOSS OF OR DAMAGE TO PROPERTY, OR CLAIMS OF THIRD PARTIES, EVEN IF THE COMPANY OR AN AUTHORIZED REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

	SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT ALWAYS APPLY.  THE WARRANTIES IN THIS AGREEMENT GIVE YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY IN ACCORDANCE WITH LOCAL LAW.

ACKNOWLEDGEMENT

	YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.  YOU ALSO AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND THE COMPANY AND SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND THE COMPANY OR ANY REPRESENTATIVE OR THE COMPANY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

	Should you have any questions concerning this agreement or if you wish to contact the Company for any reason, please contact in writing: Pearson Prentice Hall, One Lake Street, Upper Saddle River, New Jersey 07458.