Total Licensee Enrollment: _______________________ _ as of ____________ _ (month/year)
If you are a current MECC member, please provide your Customer Number
MECC SITE LICENSE AGREEMENT TERMS AND CONDITIONS
For CD-ROM and Disk Building and District Site Licenses
1. Definitions. The LICENSEE hereunder is a school BUILDING or school DISTRICT, as identified above. The SITE for a BUILDING is a single building under the direct administration of one principal while the SITE for a DISTRICT is one or more affiliated BUILDINGS under the direct administration of a superintendent. CD-ROM(s) means the Compact Disc, Read Only Memory form of educational software products as identified above and licensed by MECC to LICENSEE hereunder. DOCUMENTATION means the support manual and training tapes in quantities identified above. MECC UTILITY means disks obtained from MECC by LICENSEE and used to duplicate and/or personalize (ident) COURSEWARE and/or used to load COURSEWARE onto an officially MECC-supported network storage device. COURSEWARE means the educational products MECC designates as reproducible as provided by MECC to LICENSEE. COURSEWARE usually consists of disk(s) and a support manual.
2. License/Grant of Rights.
2.1 MECC grants LICENSEE a non-exclusive, non-transferable license to install and use the the CD-ROMs/COURSEWARE in executable form only, on stand-alone computer stations only now or in the future, owned or leased by LICENSEE and located at the SITE specified herein.
2.2 LICENSEE shall have the further right, but not the obligation, to license additional CD-ROMs from MECC,in accordance with MECC policies in place from time to time.
2.3 LICENSEE may make unlimited copies of COURSEWARE provided that (i) all copies of disks are made using a current and legal MECC UTILITY, (ii) an official MECC label containing information provided by the MECC UTILITY is affixed to each copy made, (iii) only complete copies of manuals are distributed, with the exception of student worksheets, (iv) all copies are used solely for educational purposes restricted to in-building classroom use, teacher preparation, and in-service training, (v) teachers are allowed to use copies of the COURSEWARE on personal home computers for purposes of course preparation, and (vi) students may not use the COURSEWARE at any location other than the SITE without the express written consent by MECC.
2.4 LICENSEE may load and operate the COURSEWARE on more than one computer at a time and may install and run the COURSEWARE on a file server, provided that the COURSEWARE allows such use.
2.5 Notwithstanding anything to the contrary contained herein, LICENSEE may not (i) make any copies of the CD-ROMs, or use the COURSEWARE in any location other than the SITE, or (ii) use or access the CD-ROMs/COURSEWARE or DOCUMENTATION in or from any location other than the SITE, (iii) transfer, sub-lease, sell, lend, rent, or lease any portion of the CD-ROMs/COURSEWARE or DOCUMENTATION or any of LICENSEEΓÇÖs rights hereunder, (iv) modify the CD-ROMs/COURSEWARE or DOCUMENTATION, (v) reverse engineer, disassemble, decompile, or make any attempt to discover the source code of the CD-ROMs/COURSEWARE, (vi) translate or create derivative works based on the CD-ROMs/COURSEWARE or DOCUMENTATION, (vii) remove, obscure, or alter any notice of the CD-ROMs/COURSEWARE copyright or other proprietary rights related thereto, or (viii) transfer the CD-ROMs/COURSEWARE to any person or entity in violation of the United States Export Administration Act.
2.6 LICENSEE acknowledges that the CD-ROMs/COURSEWARE, DOCUMENTATION and any
accompanying materials and all copies thereof are the exclusive property of MECC and title to the CD-ROMs/COURSEWARE, DOCUMENTATION and accompanying materials shall at all times remain with MECC. LICENSEE acknowledges it has no rights in the same except those expressly granted herein. MECC reserves the right to discontinue the active support, sale, and/or licensing of any CD-ROMs/COURSEWARE, DOCUMENTATION and accompanying materials at any time and for any reason, without notice to LICENSEE.
3. License Fee.
3.1 LICENSEE shall pay to MECC the licensing fee(s) identified above for the initial CD-ROMs/COURSEWARE licensed hereunder.
3.2 For any additional lots of CD-ROMs licensed by LICENSEE from MECC under this Agreement, LICENSEE shall pay to MECC in accordance with MECC ppolicies in place from time to time.
3.3 The initial licensing fee identified in Section 3.1 and all applicable taxes, shipping and handling charges shall be paid by LICENSEE to MECC within thirty (30) days after the effective date of this Agreement. Interest at the rate of 18% per annum, or the maximum rate permitted by applicable law, whichever is less, will be charged on all payments more than thirty (30) days past due.
4. Confidentiality. LICENSEE acknowledges that the CD-ROMs/COURSEWARE and DOCUMENTATION consist of confidential and/or proprietary information and trade secrets belonging to MECC (hereinafter ΓÇ£CONFIDENTIAL INFORMATIONΓÇ¥). LICENSEE shall take appropriate precautions to prevent the unauthorized disclosure of CONFIDENTIAL INFORMATION to third parties.
5. Term. This Agreement shall be effective upon execution by MECC and shall continue through One (1) year from date of purchase, provided, however, that if LICENSEE fails to comply with any of the terms and conditions herein, MECC may terminate this Agreement upon written notice to LICENSEE. Upon termination, LICENSEE shall immediately return to MECC the MECC UTILITY and COURSEWARE. LICENSEEΓÇÖs obligations under this Agreement shall survive the termination of this Agreement.
6. LICENSEE Warranties. LICENSEE warrants and represents that (i) it will not distribute, sell, manufacture, merchandise or exploit the CD-ROMs/COURSEWARE or DOCUMENTATION except as specified in this Agreement; (ii) it will not copy or authorize or permit any third party to copy any CD-ROMs/COURSEWARE or DOCUMENTATION and will use its best efforts not to allow any CD-ROMs/COURSEWARE or DOCUMENTATION to be copied, except as provided in the Agreement; (iii) it will notify MECC of any actual or threatened infringement of any rights of MECC and shall assist MECC, at MECCΓÇÖs expense, in enforcing MECCΓÇÖs rights; (iv) it will not commit or authorize any act or omission by which the copyright in the CD-ROMs/COURSEWARE or DOCUMENTATION may be impaired; and (v) it will not assign or attempt to assign any of its right, duties or obligations under this Agreement without the prior written agreement of MECC.
7. LICENSEE Indemnity. LICENSEE shall defend, indemnify and hold MECC (and any assignee of MECC) and its respective officers, agents, directors and employees harmless from any and all claims, damages, costs and expenses, including reasonable attorneys fees that it may suffer or incur as a result of LICENSEEΓÇÖs breach of any material term of this Agreement or of any material covenants, warranty or representation made by LICENSEE herein, or arising out of the use and exploitation of the CD-ROMs/COURSEWARE or DOCUMENTATION hereunder. MECC shall have the right, at its sole expense, to retain its own counsel.
8. MECC Warranties. MECCΓÇÖs sole warranty hereunder is that the CD-ROMs/COURSEWARE will operate on the specified, appropriately configured computers as outlined in the warranty section of the DOCUMENTATION. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, MECC DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSEE AGREES THAT MECCΓÇÖS LIABILITY HEREUNDER FOR DAMAGES, REGARDLESS OF FORM OR ACTION, SHALL NOT EXCEED THE LICENSING FEE PAID TO MECC UNDER THIS AGREEMENT. Except as specifically set for above, MECC and its distributors will in no event be liable for any damages whatsoever, either direct or indirect, including but not limited to incidental or consequential damages, loss of business profits, income, or use of data. Some states may not allow MECC to limit its
warranties or to disclaim or exclude its liability, as set forth above. In such case, certain provisions may not apply to you.
9. Notices. All notices shall be in writing, and shall be sent by certified mail or by courier (e.g. Federal Express, UPS, DHL) to the addresses listed above or to an address that the receiving party substitutes or adds by written notice.
10. Governing Law. The laws of the State of Minnesota shall apply to this Agreement.
11. Force Majeure. MECC shall be excused from performance hereunder and shall not be liable for any failure or delay in delivery of all or any part of the CD-ROMs/COURSEWARE due to causes reasonably beyond MECCΓÇÖs control.
12. General. This agreement constitutes the entire agreement between the parties, supersedes all prior agreements and representations, whether oral or written, and may not be modified, amended or changed except by written agreement between the parties.
13. Government End Users. If CD-ROMs/COURSEWARE are acquired by or on behalf of a unit of the United States Government, this provision applies: The CD-ROMs/COURSEWARE (a) were developed at private expense, are existing computer CD-ROMs/ COURSEWARE, and were not developed with government funds; (b) are a trade secret of MECC for all purposes of the Freedom of Information Act; (c) are ΓÇ£restricted computer CD-ROMs/COURSEWARE ΓÇ¥ submitted with restricted rights in accordance with subparagraphs (a) through (d) of the Commercial Computer Software-Restricted Rights clause at 52.227-19 and its successors; (d) in all respects are proprietary data belonging solely to MECC; (e) are unpublished and all rights are reserved under copyright laws of the United States. For units of the Department of Defense (ΓÇ£DoDΓÇ¥), the CD-ROMs/COURSEWARE are licensed with ΓÇ£Restricted RightsΓÇ¥ as that term is defined in the DoD Supplement to the Federal Acquisition Regulation 52.227-7013 (c) (1) (ii), Rights and Technical Data and Computer Software and its successors, and: Use, duplication, or disclosure is subject to restrictions as set forth in subdivision (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at 52.227-7013. MECC, 6160 Summit Drive North, Minneapolis, Minnesota 55430-4003. If the CD-ROMs were acquired under GSA schedule, the U. S. Government has agreed to refrain from changing or removing an insignia or lettering from the CD-ROMs/COURSEWARE or the DOCUMENTATION that is provided or from producing copies of the manuals or media (except for backup purposes and in accordance with the terms of this Agreement).
