Lynda.com CD-ROM License Agreement

THIS SOFTWARE LICENSE AGREEMENT CONSTITUTES AN AGREEMENT BETWEEN YOU AND, LYNDA.COM, INC. YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE ENCLOSED CD-ROM. COPYING THIS SOFTWARE TO YOUR MACHINE OR OTHERWISE RE-MOVING OR USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND BY THE PROVISIONS OF THIS LICENSE AGREEMENT, YOU SHOULD PROMPTLY DELETE THE SOFTWARE FROM YOUR MACHINE.

TERMS AND CONDITIONS:

  1. GRANT OF LICENSE. In consideration of payment of the License Fee, which was a part of the price you paid for this product, LICENSOR grants to you (the "Licensee") a non-exclusive right to use and display this copy of a Software program, along with any updates or upgrade releases of the Software for which you have paid (all parts and elements of the Software as well as the Software as a whole are hereinafter referred to as the "Software") on a single computer only (i.e., with a single CPU) at a single location, all as more particularly set forth and limited below. LICENSOR reserves all rights not expressly granted to you as Licensee in this License Agreement.
  2. OWNERSHIP OF SOFTWARE. The license granted herein is not a sale of the original Software or of any copy of the Software. As Licensee, you own only the rights to use the Software as described herein and the magnetic or other physical media on which the Software is originally or subsequently recorded or fixed. LICENSOR retains title and ownership of the Software recorded on the original disk(s), as well as title and ownership of any subsequent copies of the Software irrespective of the form of media on or in which the Software is recorded or fixed. This license does not grant you any intellectual or other proprietary or other rights of any nature whatsoever in the Software.
  3. USE RESTRICTIONS. As Licensee, you may use the Software only as expressly authorized in this License Agreement under the terms of this paragraph. You may use the Software provided that the Software is installed and used on a single computer, and viewed by a single user, at any one time. You may physically transfer the Software from one computer to another provided that any instance of the Software is completely erased from the original computer and that the transferred Software is installed and used on a single computer, and viewed by a single user, at any one time. You may not: (i) electronically transfer the Software from one computer to another over a network; (ii) make the Software available through a time-sharing service, network of computers, or other multiple user arrangement; (iii) distribute copies of the Software or related written materials to any third party, whether for sale or otherwise; (iv) modify, adapt, translate, reverse engineer, decompile, disassemble, or prepare any derivative work based on the Software or any element thereof; (v) make or distribute, whether for sale or otherwise, any hard copy or printed version of any of the Software nor any portion thereof nor any work of yours containing the Software or any component thereof; (vi) use any of the Software nor any of its components in any other work; (vii) publicly display the Software to any more than one user at any time; (viii) broadcast the Software privately or publicly over any type of broadcast or digital network.
  4. COPY RESTRICTIONS. The Software and accompanying written materials are protected under United States copyright laws. Unauthorized copying and/or distribution of the Software and/or the related written materials are expressly forbidden. You may be held legally responsible for any copyright infringement that is caused, directly or indirectly, by your failure to abide by the terms of this License Agreement. Subject to the terms of this License Agreement and if the software is not otherwise copy protected, you may make one copy of the Software for backup purposes only. The copyright notice and any other proprietary notices which were included in the original Software must be reproduced and included on any such backup copy.
  5. TRANSFER RESTRICTIONS. The license herein granted is personal to you, the Licensee. You may not transfer the Software nor any of its components or elements to anyone else, nor may you sell, lease, loan, sublicense, assign, or otherwise dispose of the Software nor any of its components or elements without the express written consent of LICENSOR, which consent may be granted or withheld at Licensor's sole discretion.
  6. TERMINATION. The license herein granted hereby will remain in effect until terminated. This license will terminate automatically without further notice from LICENSOR in the event of the violation of any of the provisions hereof. As Licensee, you agree that upon such termination you will promptly destroy any and all copies of the Software which remain in your possession and, upon request, will certify to such destruction in writing to LICENSOR.
  7. LIMITATION AND DISCLAIMER OF WARRANTIES. a) THE SOFTWARE AND RELATED WRITTEN MATERIALS, INCLUDING ANY INSTRUCTIONS FOR USE, ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THIS DISCLAIMER OF WARRANTY EXPRESSLY IN-CLUDES, BUT IS NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR OF FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTY OF ANY KIND IS MADE AS TO WHETHER OR NOT THIS SOFT-WARE INFRINGES UPON ANY RIGHTS OF ANY OTHER THIRD PARTIES. NO ORAL OR WRITTEN INFORMATION GIVEN BY LICENSOR, ITS SUPPLIERS, DISTRIBUTORS, DEALERS, EMPLOYEES, OR AGENTS, SHALL CREATE OR OTHERWISE ENLARGE THE SCOPE OF ANY WARRANTY HEREUNDER. LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND THE PERFOR MANCE OF SUCH SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU, AS LICENSEE (AND NOT LICENSOR, ITS SUPPLIERS, DISTRIBU-TORS, DEALERS OR AGENTS), ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTION, SERVICING, OR REPAIR. b) LICENSOR warrants the disk(s) on which this copy of the Software is recorded or fixed to be free from defects in materials and workmanship, under normal use and service, for a period of ninety (90) days from the date of delivery as evidenced by a copy of the applicable receipt. LICENSOR hereby limits the duration of any implied warranties with respect to the disk(s) to the duration of the express warranty. This limited warranty shall not apply if the disk(s) have been damaged by unreasonable use, accident, negligence, or by any other causes unrelated to defective materials or workmanship. c) LICENSOR does not warrant that the functions contained in the Software will be uninterrupted or error free and Licensee is encouraged to test the Software for Licensee's intended use prior to placing any reliance thereon. All risk of the use of the Software will be on you, as Licensee. d) THE LIMITED WARRANTY SET FORTH ABOVE GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS AND EXCLUSIONS CONCERNING THE SOFTWARE AND RELATED WRITTEN MATERIALS SET FORTH ABOVE MAY NOT APPLY TO YOU.
  8. LIMITATION OF REMEDIES. Licensor's entire liability and Licensee's exclusive remedy shall be the replacement of any disk(s) not meeting the limited warranty set forth in Section 8 above which is returned to LICENSOR with a copy of the applicable receipt within the warranty period. Any replacement disk(s) will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
  9. LIMITATION OF LIABILITY. In no event will licensor, or anyone else involved in the creating, production, and/or delivery of this software product be liable to licensee or any other person or entity for any direct, indirect, or other damages, including, without limitation, any interruption of services, lost profits, lost savings, loss of data, or any other consequential, incidental, special, or punitive damages, arising out of the purchase, use, inability to use, or operation of the software, even if licensor or any authorized licensor dealer has been advised of the possibility of such damages. By your use of the software, you acknowledge that the limitation of liability set forth in this license was the basis upon which the software was offered by licensor and you acknowledge that the price of the software license would be higher in the absence of such limitation. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages so the above limitations and exclusions may not apply to you.
  10. UPDATES. LICENSOR, at its sole discretion, may periodically issue updates of the Software which you may receive upon request and payment of the applicable update fee in effect from time to time and in such event, all of the provisions of the within License Agreement shall apply to such updates.
  11. EXPORT RESTRICTIONS. Licensee agrees not to export or re-export the Soft-ware and accompanying documentation (or any copies thereof) in violation of any applicable U.S. laws or regulations.
  12. ENTIRE AGREEMENT. YOU, AS LICENSEE, ACKNOWLEDGE THAT: (i) YOU HAVE READ THIS ENTIRE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS; (ii) THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDES ANY AND ALL PRIOR ORAL OR WRITTEN COMMUNICATIONS RELATING TO THE SUBJECT MATTER HEREOF; AND (iii) THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED, OR IN ANY WAY ALTERED EXCEPT BY A WRITING SIGNED BY BOTH YOURSELF AND AN OFFICER OR AUTHORIZED REPRESENTATIVE OF LICENSOR.
  13. SEVERABILITY. In the event that any provision of this License Agreement is held to be illegal or otherwise unenforceable, such provision shall be deemed to have been deleted from this License Agreement while the remaining provisions of this License Agreement shall be unaffected and shall continue in full force and effect.
  14. GOVERNING LAW. This License Agreement shall be governed by the laws of the State of California applicable to agreements wholly to be performed therein and of the United States of America, excluding that body of the law related to conflicts of law. This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. No waiver of any breach of the provisions of this License Agreement shall be deemed a waiver of any other breach of this License Agreement.
  15. RESTRICTED RIGHTS LEGEND. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at 48 CFR § 252.227-7013 and DFARS § 252.227-7013 or subparagraphs (c) (1) and (c)(2) of the Commercial Computer Software-Restricted Rights at 48 CFR § 52.227.19, as applicable.

Contractor/manufacturer/Licensor: Lynda.com, Inc. PO Box 789 Ojai, California 93024.