<terms><fulltext><![CDATA[ <p>VIRTUAL ECONOMICS SOFTWARE<br>(THIS IS A LICENSE AND NOT A SALE)<br>IMPORTANT - READ CAREFULLY BEFORE USING</p><br> <p>THIS IS A SOFTWARE LICENSE AGREEMENT ("AGREEMENT"). PLEASE READ IT CAREFULLY AS IT GOVERNS YOUR USE OF THE SOFTWARE AND ACCOMPANYING DOCUMENTATION.  BY CLICKING ON THE "I agree to these terms" BUTTON FOLLOWING THIS AGREEMENT, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT ON BEHALF OF YOURSELF PERSONALLY OR THE ENTITY FOR WHICH YOU ARE EMPLOYED AND ARE REPRESENTING AND WARRANTING THAT YOU HAVE ADEQUATE LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT AND ARE AUTHORIZED TO BIND THE ENTITY FOR WHICH YOU ARE EMPLOYED.  IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OR DO NOT UNDERSTAND THESE TERMS, YOU MUST CLICK THE "I disagree" BUTTON AND PROMPTLY RETURN THE SOFTWARE WITHOUT USING THE SOFTWARE (TOGETHER WITH ALL DOCUMENTATION) FOR A FULL REFUND.  REFUNDS SHALL BE AVAILABLE TO YOU FOR A PERIOD OF SEVEN BUSINESS DAYS FROM DATE OF YOUR PURCHASE.</p><br> <p>"Software" means economics curricula software known as Virtual Economics and any upgrades, modified versions, updates, additions and copies of the Software that We may provide to You in Our sole discretion.  "You" and "Your" means the person or entity who is being licensed to use the Software hereunder.  "We," "Us" and "Our" means The Council for Economic Education, a District of Columbia nonprofit corporation, with a principal place of business at New York, New York. "Documentation" means any user manuals concerning the Software that We may provide to You in Our sole discretion.</p><br> <p>1.  LICENSE GRANT AND SUPPORT.  Subject to the terms and conditions of this Agreement and Your full payment of the License Fees, We hereby grant You a non-exclusive, non-transferable, non-sublicensable limited license to use, for Your internal educational purposes only, the Software and Documentation (for the remainder of this Agreement, together, the "Software").  If You have purchased a LAN license, the Software may be used by any employee, student or bona fide agent of the educational facility licensed hereunder within such facility (not district-wide or in any other school building site) for internal educational purposes only.  If You have purchased a single user license, the Software may be used by such single user within such educational facility for internal educational purposes only.  The Software is in "use" on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer.</p><br> <p>2.  COPYRIGHT, TRADEMARK AND OWNERSHIP. The Software is owned by Us and is protected by United States copyright laws and international treaty provisions.  You acknowledge and agree that except for Your limited right to use the Software as granted by this Agreement, We have and shall retain the entire right, title and interest in and to all intellectual property rights arising from or relating to the Software and all copies thereof, partial or complete, and whether or not merged into other materials.  You shall not use Our trademarks, service marks, logos, brand source distinctions and trade names without Our prior written consent.</p><br> <p>3.  COPY RESTRICTIONS AND OTHER RESTRICTIONS.  You shall not copy the Software except to make one copy of the Software exclusively for inactive backup or archival purposes.  You may copy the Documentation for Your own internal business purposes.  You shall not modify, reverse engineer, de-compile or disassemble the Software, or create derivative works based upon the Software.  You shall not use the Software in a timesharing arrangement nor encumber, rent, lease, transmit, distribute or transfer the Software to any third party for any purpose without Our prior written consent. Transfer of Software outside the country in which it was originally delivered to You is not permitted without Our prior written consent and is subject to Your compliance with all applicable export restrictions.  You shall not remove any product identification, copyright notices or other notices or proprietary restrictions from the Software.  Results of benchmark or other performance tests run on the Software and the object code of the Software shall not be disclosed by You to any third party without Our prior written consent.  Upon reasonable notice to You, We shall have the right to inspect Your use of the Software and audit Your relevant records to verify Your compliance with the terms of this Agreement. The Software contains valuable trade secrets and proprietary know-how that belongs to Us and they are made available to You in strict confidence.  ANY USE OR DISCLOSURE OF THE SOFTWARE OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES OTHER THAN IN STRICT ACCORDANCE WITH THIS AGREEMENT MAY BE ACTIONABLE AS A VIOLATION OF OUR PROPRIETARY RIGHTS.</p><br> <p>4.  U.S. GOVERNMENT RESTRICTED RIGHTS: Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth, as applicable, at: FAR 52.227-14 (JUN 1987) Alternate III(g)(3)(i); 48 CFR Ch. 1 (10-1-96 Edition); FAR 52.227-19 (JUN 1987); 48 CFR Ch. 1 (10-1-96 Edition); DFARS 252.227-7013(b)(3)(A) (NOV 1995); 48 CFR Ch. 2 (10-1-96 Edition); DFARS 252.227-7014(b)(3) (JUN 1995); 48 CFR Ch. 2 (10-1-96 Edition); or DFARS 252.227-7016(b)(2) (JUN 1995); 48 CFR Ch. 2 (10-1-96 Edition). </p><br> <p>5.  FEES.  The license fees for the Software ("License Fees") are due and payable within thirty (30) days after the date of Our invoice.  You shall pay all applicable license fees, shipping charges, and sales, use, personal property, or similar taxes, tariffs or governmental charges, exclusive of Our net income and corporate franchise taxes.</p><br> <p>6. TERMINATION.  We shall have the right to terminate this Agreement and Your right to use the Software immediately upon Your breach of this Agreement.  Upon termination, You shall cease using the Software and shall return to Us all copies of the Software.  Termination shall not limit Us from pursuing any other remedies available to Us, including, but not limited to, injunctive relief, nor shall termination relieve You of Your obligations to pay Us all License Fees and other sums accrued prior to the effective date of termination.</p><br> <p>7.  LIMITED WARRANTY.  We warrant that the Software (excluding Third Party Products, if any), when properly installed and used by You, shall substantially conform in all material respects to the published specifications set forth in the Documentation for a period of ninety (90) days from receipt thereof ("Express Limited Warranty").  Your sole remedy in the event of non-conformity of the Software, at Our option, shall be repair or replacement of the defective Software or a refund of the License Fees paid for the affected Software.  We shall not be responsible for any defects in the Software resulting from modifications to, improper use of, or causes external to the Software, including, but not limited to, use of the Software in conjunction with another vendor's product.  THE EXPRESS LIMITED WARRANTY SET FORTH ABOVE CONSTITUTES THE ONLY WARRANTY PROVIDED TO YOU BY US WITH RESPECT TO THE SOFTWARE.  WE MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT, STATUTORY OR BY OPERATION OF LAW) WITH RESPECT TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND SUITABILITY, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.  None of Our agents, dealers or distributors are authorized to modify this Express Limited Warranty or to make any additional warranties without Our prior express written consent.</p><br> <p>8.  LIMITATION OF LIABILITY AND EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE, THE DOCUMENTATION, ANY SOFTWARE LICENSE OR SERVICE (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION, INFRINGEMENT OR OTHER CONTRACT OR TORT CLAIMS) EXCEED THE AMOUNT OF DAMAGES ACTUALLY INCURRED BY YOU UP TO THE AMOUNT OF THE TOTAL FEES PAID BY YOU TO US FOR LICENSES DURING THE MOST RECENT 12 MONTH PERIOD.  UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU, END USERS OR ANY OTHER ENTITY OR THIRD PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, RELIANCE OR COVER DAMAGES (INCLUDING LOST PROFITS, LOST SAVINGS AND STATUTORY DAMAGES) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitations allocate the risks between Us and You and shall apply notwithstanding any failure of essential purpose of any limited remedy.</p><br> <p>9.  INDEMNIFICATION. You shall indemnify, defend and hold Us harmless from and against any and all claims, losses, costs, damages and expenses (including reasonable legal expenses), resulting from or arising out of: (a) Your breach of this Agreement; (b) Your unauthorized use of the Software; (c) Your activities after We have notified You that such activities may result in the infringement of the intellectual property rights of any third party; (d) Your use of the Software other than as set forth in the Documentation or other written instructions supplied by Us with respect to the use, operation, or combination of the Software on or with third party programs, data, equipment, or documentation; or (e) any claim that the Software or the use thereof infringes upon, misappropriates or violates any patents, copyrights, trade secret rights or other proprietary rights of any person not a party to this Agreement if such claim results from or relates to: (i) a modification of the Software which modification is not authorized in writing by Us, (ii) in whole or in part results from or relates to the combination of the Software with software, hardware or equipment not provided by Us if the Software alone would not be the subject of such claim; or (iii) Your use of the Software other than as set forth in the Documentation or other written instructions supplied by Us.  We may employ counsel, at Our own expense, to assist Us with respect to any such claim, provided that if You do not elect to control the defense of such claim, Our counsel's reasonable costs and expenses shall be borne by You.</p><br> <p>10.  ENTIRE AGREEMENT; GOVERNING LAW.  THIS AGREEMENT CONSTITUTES THE COMPLETE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SOFTWARE AND IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES GOVERNING CONFLICTS OF LAW.  IT SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS, THE APPLICATION OF WHICH IS EXPRESSLY EXCLUDED.  You agree to submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or if such Court does not take jurisdiction, to the lower courts of the State of New York for any actions, suits or proceedings arising out of or relating to this Agreement, waive the right to a jury trial with respect to any action or claim arising out of or relating to this Agreement and waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement in such courts.  The terms of this Agreement supersede the terms of any purchase order, order letter or other document issued or signed by You to authorize Your license of the Software.  Any preprinted terms on or attached to any purchase order or similar document produced by You shall be null and void.  If any provision of this Agreement is held to be unenforceable, such provision shall be limited, modified or severed as necessary to eliminate its unenforceability, and all other provisions shall remain unaffected.  You shall not assign this Agreement nor any license granted hereunder without Our prior written consent.</p><br> <p>11.  THIRD PARTY PRODUCTS. We may provide third party products to You (collectively, "Third Party Products").  Notwithstanding any language to the contrary in this Agreement, all such Third Party Products are provided to You "AS IS" and without any warranty of any kind.  WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT, STATUTORY OR BY OPERATION OF LAW) WITH RESPECT TO THE THIRD PARTY PRODUCTS, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND SUITABILITY, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.</p> ]]> </fulltext> </terms>