LEAPFROG ENTERPRISES, INC. SOFTWARE LICENSE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING THE SOFTWARE AND/OR DOCUMENTATION. YOU ARE NOT REQUIRED TO ACCEPT THESE TERMS. IF YOU ARE UNDER THE AGE OF 18, YOU SHOULD REVIEW THESE TERMS AND CONDITIONS WITH YOUR PARENT OR GUARDIAN AND MAKE SURE THAT YOUR PARENT OR GUARDIAN UNDERSTANDS THESE TERMS AND CONDITIONS.
This Software License Agreement (this "Agreement") is a legally binding instrument between you and LeapFrog Enterprises, Inc. ("LeapFrog"). It governs your use of (a) the accompanying software (the "Software") that you would be downloading and/or have lawfully obtained from LeapFrog or an authorized LeapFrog reseller and (b) any accompanying documentation (the "Documentation").
IN ADDITION TO THE TERMS CONTAINED HEREIN, YOUR USE OF THE SOFTWARE IS ALSO GOVERNED BY THE TERMS AND CONDITIONS LISTED AT THE WEBPAGE AT http://www.flyworld.com/terms ("ADDITIONAL TERMS"). THESE ADDITIONAL TERMS MAY ALSO CONTAIN OTHER IMPORTANT NOTICES, ARE INCORPORATED INTO THIS AGREEMENT BY REFERENCE AND ARE MADE PART OF THIS AGREEMENT. FOR PURPOSES OF CLARIFICATION, ALL REFERENCES IN THIS DOCUMENT TO THE "AGREEMENT" REFER TO THE TERMS CONTAINED HEREIN AND THE ADDITIONAL TERMS.
IMPORTANT: YOU MUST REVIEW THE ADDITIONAL TERMS PRIOR TO AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU HAVE ANY QUESTIONS ABOUT ACCESSING OR RECEIVING A COPY OF THE ADDITIONAL TERMS, PLEASE CONTACT LEAPFROG VIA TELEPHONE AT 1-800-701-5327 OR VIA EMAIL AT support@leapfrog.com. IF YOU ARE UNABLE TO REVIEW THESE ADDITIONAL TERMS, DO NOT INSTALL OR USE THIS SOFTWARE AND FOLLOW THE PROCEDURES LISTED BELOW FOR RETURN.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT AND/OR CANNOT ACCESS THE ADDITIONAL TERMS, RETURN THE SOFTWARE AND THE ACCOMPANYING MATERIALS, UNUSED AND UNINSTALLED, TO THE PLACE OF PURCHASE WITHIN TEN (10) DAYS FOR A FULL REFUND. THE LICENSE GRANT HEREUNDER IS CONDITIONED UPON THE TERMS OF THIS AGREEMENT, AND LEAPFROG IS NOT WILLING TO ENTER INTO THIS AGREEMENT IF YOU ARE NOT WILLING TO ACCEPT SUCH TERMS.
BY CLICKING ON THE "I ACCEPT THESE TERMS" (OR SIMILAR) BUTTON, DOWNLOADING OR OTHERWISE USING OR INSTALLING THE SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
- OWNERSHIP. The Software (including all content contained within the Software) is owned by LeapFrog, or its licensors, and is protected by United States and international copyright and other intellectual property laws. The Software may only be used by you in accordance with this Agreement. The Software and Documentation are licensed, not sold. Except as specifically set forth herein, LeapFrog and its licensors retain all right, title and interest, including all intellectual property rights, in and to the Software and Documentation.
- RESTRICTIONS ON REVERSE ENGINEERING AND SECURITY. For purposes of protecting trade secrets in the Software, you may not and may not authorize others to reverse engineer, decompile, disassemble, translate or attempt to learn the source code of the Software. You may not copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver or otherwise transfer the Software. You may not remove from the Software, or alter or add, any copyright, trademarks, trade names, logos, notices or markings. LeapFrog has implemented a security system and the Software contains security measures designed to prevent unauthorized copying of the Software and designed to limit use and installation of the Software to a limited number of FLY Fusion™ Pentop Computers in accordance with certain usage rules imposed by LeapFrog ("LeapFrog Usage Rules"). You agree not to violate, tamper with or circumvent any such security system and measures. LeapFrog may take action to disable or affect use or access to a particular copy of this Software if LeapFrog believes that you have violated LeapFrog Usage Rules.
- TERM AND TERMINATION. This Agreement, and all licenses set forth herein, are effective upon your acceptance of the terms contained herein and full payment of all amounts owed for the Software and shall continue in effect until terminated as set forth herein. You may terminate this Agreement, excluding any un-fulfilled payment obligations, at any time by destroying all copies of the Software. If you fail to comply with the provisions of this Agreement, then LeapFrog may terminate this Agreement, and all licenses hereunder, upon written notice. Upon termination of this Agreement, you agree to destroy all copies, including the original, of the Software (together with all modifications and merged portions in any form) and the Documentation.
- LIMITED WARRANTY. LEAPFROG MAKES NO WARRANTIES THAT THE SOFTWARE IS ERROR-FREE OR IS SUITABLE FOR YOUR PURPOSES. LEAPFROG MAKES NO WARRANTIES OTHER THAN THOSE WARRANTIES THAT MAY BE CONTAINED WITHIN THE ADDITIONAL TERMS, AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SOFTWARE OR DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LEAPFROG, ITS RESELLERS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusions and limitations may not apply to you. In such event, the scope and duration of any such warranty shall be the minimum required under applicable law.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL LEAPFROG OR ITS LICENSORS BE LIABLE FOR ANY LOSS OF PROFITS, USE OR DATA, COST OF REPLACEMENT GOODS OR HARDWARE, OR OTHER INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF LEAPFROG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. YOU AGREE THAT IN NO EVENT WILL LEAPFROG'S AGGREGATE LIABILITY HEREUNDER OR RELATED TO YOUR USE OF THE SOFTWARE OR DOCUMENTATION EXCEED THE AMOUNT PAID FOR THE SOFTWARE. Some jurisdictions do not allow the exclusions and limitations of certain types of damages, so some of the foregoing may not apply.
- ALLOCATION OF RISK. YOU ACKNOWLEDGE THAT: (I) THE LIMITED WARRANTIES, LIMITED REMEDIES AND LIMITATIONS ON LIABILITY SET FORTH IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF LEAPFROG'S BARGAIN HEREUNDER WITHOUT WHICH LEAPFROG WOULD NOT ENTER INTO THIS AGREEMENT AND (II) THE FEES PAID FOR SUCH ITEMS REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT.
- COMPLIANCE WITH LAWS. You agree to use the Software and Documentation in compliance with all federal, state and local laws and regulations including, without limitation, all U.S. federal laws governing the export or re-export of the Software or any Documentation.
- MISCELLANEOUS. This Agreement is governed by the laws of the State of California, without reference to its principles of conflicts of laws. If any provision of this Agreement shall be unlawful, void, or unenforceable, then that provision shall be deemed severed from this Agreement and shall not affect the validity or enforceability of the remaining provisions of this Agreement. This Agreement (which for sake of clarification include the Additional Terms) is the complete, final and exclusive statement of the agreement between the parties with respect to the subject matter hereof, and supersedes any proposal or prior or contemporaneous agreement or communications between us (whether oral or written) relating to the subject matter hereof. This Agreement may only be modified in a writing signed by both parties. No failure or delay (in whole or in part) on the part of either party to exercise any right or remedy hereunder shall operate as a waiver thereof or affect any other right or remedy. Waiver of a breach shall not waive the right to enforce any subsequent breach under this Agreement. If you have any questions regarding this Agreement, you may contact LeapFrog at the address appearing on LeapFrog's website at http://www.flyworld.com/contact, via email at support@flyworld.com or via telephone at 1-800-701-5327.
