LICENSE AGREEMENT for WORLD BOOK 2004 CD-ROM

IMPORTANT -- READ CAREFULLY.  This License Agreement  ("Agreement") is a legal agreement between you (either an individual or a single entity) and World Book, Inc., a Delaware corporation, with its principal place of business at 233 North Michigan Avenue, 20th Floor, Chicago, Illinois 60601, U.S.A., and its third-party licensors and suppliers (collectively, "World Book") for the limited license described in this Agreement to use the object code, machine-readable version of the World Book 2004 CD-ROM product, the data, images, sounds and content contained therein (collectively, the "Program"), the compact disc(s) containing the Program ("Media") and the information and printed materials, if any, with respect to the Program ("Documentation").  The Program, Media and Documentation are collectively referred to as the "Licensed Product." 

ACCEPTANCE OF LICENSE AGREEMENT.  BY CLICKING ON THE "I AGREE" BUTTON BELOW, YOU AGREE TO THE TERMS OF THIS AGREEMENT.  PLEASE READ THIS AGREEMENT CAREFULLY.  IF YOU DO NOT ACCEPT THE FOLLOWING TERMS, CLICK ON THE "CANCEL" BUTTON, IN WHICH CASE YOU WILL NOT BE PERMITTED ACCESS TO THE PROGRAM, AND RETURN THE LICENSED PRODUCT TO THE POINT OF PURCHASE OF THE LICENSED PRODUCT OR MAIL THE LICENSED PRODUCT TO WORLD BOOK, ATTENTION:  REFUNDS, AT THE ADDRESS SET FORTH ABOVE.  TO OBTAIN A FULL REFUND FOR THE AMOUNT YOU PAID FOR THE LICENSED PRODUCT, THE LICENSED PRODUCT AND THE ORIGINAL PURCHASE RECEIPT MUST BE RETURNED WITHIN THIRTY (30) CALENDAR DAYS FOLLOWING THE DATE OF PURCHASE AS SHOWN ON THE ORIGINAL RECEIPT.

LIMITED LICENSE.  World Book grants to you a non-exclusive, nontransferable license to use one (1) copy of the Program for your own internal use solely on a single computer and one (1) copy of the Documentation.  If you desire to use the Program on more than a single computer or on a network, you must execute a "Network License Agreement" with World Book and pay the applicable network license fee.

USE RESTRICTIONS.  You will not:  (a) disassemble, decompile, reverse-engineer, adapt, modify or translate the Program and/or Documentation, except as expressly permitted by law without the possibility of contractual waiver, or otherwise attempt to derive the source code of the Licensed Product for any reason at any time; (b) use the Licensed Product for any purpose not authorized specifically in this Agreement; (c) copy the Program from the compact disc(s) to any storage medium except to the extent such copying occurs by the Program itself during the set-up installation process; (d) copy the Documentation or copy the Program for back-up or archival purposes since the original Media will serve as your back-up; (e) rent, lease, grant a security interest in, sublicense, convey or transfer the Licensed Product; (f) make the Licensed Product available to any third party for any reason without the express written consent of World Book; (g) use the Licensed Product in any manner to create and/or develop any competing products; (h) use the Licensed Product to provide service bureau, commercial time-sharing, rental or other services to third parties; (i) make the Licensed Product available through any form of online service, remote dial-in or network or telecommunications links of any kind; (j) create derivative works based upon the Licensed Product, or allow or authorize others to do so; (k) use any part of the Licensed Product so as to make such part function separately from the other parts of the Licensed Product; (l) use the Licensed Product over any type of a network unless you have executed a "Network License Agreement" with World Book and paid the applicable network license fee; or (m) use the Licensed Product in nuclear, aviation, mass transit or medical device applications, or in any other inherently dangerous applications, in which case neither World Book nor its licensors or suppliers will be liable for any claims or damages arising from such use.  YOU AGREE TO INDEMNIFY AND HOLD WORLD BOOK AND ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AND AGENTS HARMLESS FROM ANY BREACH BY YOU OF THE TERMS OF THIS SECTION AND/OR LICENSES GRANTED UNDER THIS AGREEMENT.

UPDATES AND SUPPORT SERVICES.  Updated versions of the Licensed Product may be made available to you by World Book from time to time in World Book's sole discretion and upon your payment of any applicable fees.  Technical support services may be available either directly from World Book, Inc. or a third party authorized by World Book.

LIMITED WARRANTY AND DISCLAIMER.  World Book warrants that the Media will be free from defects in materials and workmanship under normal use for a period of ninety (90) calendar days from the date of purchase of the license as evidenced by your original receipt.  If a defect is discovered during the ninety (90) day warranty period, return the Media, with a copy of your original receipt, to the point of purchase of the Licensed Product or mail the Licensed Product to World Book, Attention:  Refunds, at the address set forth above.  WORLD BOOK'S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WILL BE REPLACEMENT OF THE DEFECTIVE MEDIA.  WORLD BOOK WILL HAVE NO RESPONSIBILITY TO REPLACE ANY MEDIA DAMAGED BY ACCIDENT, ABUSE, ALTERATION, OR MISAPPLICATION. THE PROGRAM AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND.  YOU ACKNOWLEDGE AND AGREE THAT ANY USE OF THE PROGRAM AND/OR DOCUMENTATION IS AT YOUR SOLE RISK AND LIABILITY.  TO THE MAXIMUM EXTENT PERMITED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTY WITH RESPECT TO THE MEDIA SET FORTH IN THIS SECTION, WORLD BOOK EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WITH RESPECT TO THE LICENSED PRODUCT AND THIS AGREEMENT.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT SUCH EXCLUSION IS NOT ALLOWED BY APPLICABLE LAW.  THE LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU ALSO MAY HAVE OTHER RIGHTS THAT VARY BY JURISDICTION.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WORLD BOOK, ITS LICENSORS, AGENTS, OR REPRESENTATIVES WILL CREATE ANY KIND OF WARRANTY.  WORLD BOOK DOES NOT WARRANT THE OPERATION OF THE PROGRAM TO BE UNINTERRUPTED OR ERROR-FREE, NOR DOES WORLD BOOK MAKE ANY WARRANTY OR REPRESENTATION REGARDING THE USE OR OUTPUT OF THE PROGRAM IN TERMS OF CORRECTNESS, ACCURACY, COMPLETENESS, TIMELINESS, SEQUENCE, RELIABILITY, OR OTHERWISE, OR THAT THE PROGRAM WILL MEET YOUR REQUIREMENTS.

LIMITATION OF LIABILITY.  UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL WORLD BOOK BE LIABLE FOR ANY CLAIMS AGAINST YOU BY ANY THIRD PARTY FOR ANY REASON NOR WILL WORLD BOOK BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, OR INTERRUPTION OF BUSINESS, REGARDLESS OF WHETHER THE CLAIM ARISES FROM BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, CONSEQUENTIAL, OR INCIDENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT SUCH EXCLUSION IS NOT ALLOWED BY APPLICABLE LAW.  NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL WORLD BOOK'S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU FOR THE LICENSED PRODUCT.

TERMINATION.  This Agreement will remain in effect until terminated.  This Agreement will terminate automatically, without notice to you, in the event you fail to comply with any of the terms of this Agreement.  World Book may terminate without cause by written or published notice.  Upon termination for any reason, you will immediately return the Licensed Product, and any copies thereof, to World Book, Inc., Attention:  Returns, at the address set forth above.

OWNERSHIP RIGHTS RESERVED.  The Program and Documentation are licensed to you and not sold.  The Program and Documentation contain copyrighted material, trade secrets, and other proprietary material and are protected by United States of America copyright laws and international treaties.  No title or ownership in and to the Program and/or Documentation, or any part thereof, is transferred to you or anyone else under this Agreement.  All ownership and title in and to the Program and Documentation (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Licensed Product) and any modifications, adaptations, or translations thereof and the patents, trademarks, copyrights, trade secrets, and other intellectual property rights of World Book will remain with World Book.  You will not remove any proprietary notices from the Licensed Product and will include such notices on any authorized copies of the Licensed Product. 

TAXES AND CHARGES.  You will be responsible for all applicable federal, state, or local taxes, tariffs, or duties, now or hereafter imposed except for those taxes related to the income of World Book.

EXPORT ADMINISTRATION COMPLIANCE.  This Agreement is made subject to any restrictions concerning the export of the Licensed Product from the United States of America or the country in which you are located.  You will comply fully with all relevant export laws and regulations of the United States and any local country, and you will not export, directly or indirectly, the Licensed Product nor any other technical data received from World Book, nor any part thereof, in violation of such laws.

RESTRICTED RIGHTS.  The Licensed Product is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by or on behalf of any unit or agency of the United States Government (the "Government") is subject to restrictions as set forth herein and is subject to subparagraphs (c)(1) and (2)(i), (ii), (iii) only of the Commercial Computer Licensed Software---Restricted Rights at 48 CFR 52.227-19.  Manufacturer is World Book, Inc., 233 North Michigan Avenue, 20th Floor, Chicago, Illinois 60601, U.S.A.

BINDING NATURE; ASSIGNMENT.  This Agreement will be binding on World Book and you and our respective successors and permitted assigns.  You will have no right to assign this Agreement, or any part thereof, to any third party without the express written prior consent of World Book.

GOVERNING LAW.  You acknowledge that World Book's principal place of business is located, and that the Licensed Product is created primarily in, Cook County, State of Illinois, in the United States of America.  Accordingly, this Agreement will be governed and interpreted in accordance with the laws of the State of Illinois and the United States of America (exclusive of any choice of law or other provision that would result in the application of the laws of any other jurisdiction) or, in Canada, the laws of the province of Ontario.  APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED.

CONSENT TO JURISDICTION.  YOU ACKNOWLEDGE THAT WORLD BOOK'S PRINCIPAL PLACE OF BUSINESS IS LOCATED, AND THAT THE LICENSED PRODUCT IS CREATED PRIMARILY, IN COOK COUNTY, STATE OF ILLINOIS, IN THE UNITED STATES OF AMERICA.  ACCORDINGLY, IN THE EVENT OF ANY DISPUTES OR LEGAL PROCEEDINGS, YOU CONSENT TO SUBMIT YOURSELF TO THE PERSONAL JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN COOK COUNTY, ILLINOIS. 

MISCELLANEOUS.  If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.  Any failure by either party to require strict performance by the other of any provision of this Agreement will not constitute a waiver of such provision or thereafter affect the party's full rights to require strict performance.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein, and supersedes and replaces any and all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.  This Agreement may only be amended by specific written amendment signed by authorized representatives of both parties.

BY CLICKING ON THE "I AGREE" BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO THE TERMS OF THIS AGREEMENT.