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PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING THE MindSpace SOFTWARE. BY USING THE MindSpace SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF THE LICENSE, YOU MAY RETURN THE MindSpace SOFTWARE TO THE PLACE WHERE YOU OBTAINED IT FOR A REFUND. IF THE MindSpace SOFTWARE WAS ACCESSED ELECTRONICALLY, DO NOT INSTALL IT. FOR MindSpace SOFTWARE INCLUDED WITH YOUR PURCHASE OF HARDWARE, YOU MUST RETURN THE ENTIRE HARDWARE/SOFTWARE PACKAGE IN ORDER TO OBTAIN A REFUND. 1. General. The software, content, documentation and any fonts accompanying this License whether on disk, in read only memory, on any other media or in any other form (collectively the “MindSpace Software”) are licensed, not sold, to you by MindSpace Solutions Ltd (MindSpace) (“MindSpace”) for use only under the terms of this License, and MindSpace reserves all rights not expressly granted to you. The rights granted herein are limited to MindSpace’s and its licensors’ intellectual property rights in the MindSpace Software and do not include any other patents or intellectual property rights. You own the media on which the MindSpace Software is recorded but MindSpace and/or MindSpace’s licensor(s) retain ownership of the MindSpace Software itself. The terms of this License will govern any software upgrades provided by MindSpace that replace and/or supplement the original MindSpace Software product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. This software enables access to MindSpace’s online digital content store which offers downloads of digital content for sale. This store is open in the New Zealand and may be open in other select territories. Use of this store requires Internet access and requires you to accept additional terms of service which will be presented to you before you can use the store. 2. Permitted License Uses and Restrictions. This License allows you to install and use the MindSpace Software. You may not make the MindSpace Software available over a network where it could be used by multiple computers at the same time. You may make one copy of the MindSpace Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original. Except as and only to the extent expressly permitted in this License or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the MindSpace Software or any part thereof. THE MindSpace SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE MindSpace SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. 3. Transfer. You may not rent, lease, lend or sublicense the MindSpace Software. You may, however, make a one-time permanent transfer of all of your license rights to the MindSpace Software to another party, provided that: (a) the transfer must include all of the MindSpace Software, including all its component parts, original media, printed materials and this License; (b) you do not retain any copies of the MindSpace Software, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the MindSpace Software reads and agrees to accept the terms and conditions of this License. 4. Termination. This License is effective until terminated. Your rights under this License will terminate automatically without notice from MindSpace if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the MindSpace Software and destroy all copies, full or partial, of the MindSpace Software. 5. Limited Warranty on Media. MindSpace warrants the media on which the MindSpace Software is recorded and delivered by MindSpace to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of original retail purchase. Your exclusive remedy under this Section shall be, at MindSpace’s option, a refund of the purchase price of the product containing the MindSpace Software or replacement of the MindSpace Software which is returned to MindSpace or a MindSpace authorized representative with a copy of the receipt. THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES ON THE MEDIA INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, AND OF FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF ORIGINAL RETAIL PURCHASE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LIMITED WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. 6. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE MindSpace SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EXCEPT FOR THE LIMITED WARRANTY ON MEDIA SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MindSpace SOFTWARE IS PROVIDED “AS IS,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND MindSpace AND MindSpace’S LICENSORS (COLLECTIVELY REFERRED TO AS “MindSpace” FOR THE PURPOSES OF SECTIONS 6 AND 7) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE MindSpace SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. MindSpace DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE MindSpace SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE MindSpace SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE MindSpace SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE MindSpace SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MindSpace OR AN MindSpace AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE MindSpace SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. 7. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL MindSpace BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE MindSpace SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF MindSpace HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall MindSpace’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. 8. Export Law Assurances. You may not use or otherwise export or reexport the MindSpace Software except as authorized by New Zealand law and the laws of the jurisdiction in which the MindSpace Software was obtained. In particular, but without limitation, the MindSpace Software may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria), or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the MindSpace Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list. 9. Government End Users. The MindSpace Software and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1through §227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end-users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the New Zealand. 10. Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of New Zealand, as applied to agreements entered into and to be performed entirely within New Zealand between New Zealand residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect. 11. Complete Agreement; Governing Language. This License constitutes the entire agreement between the parties with respect to the use of the MindSpace Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter, with the exception of any additional terms and conditions you are required to accept if you choose to use MindSpace’s online digital content store which will govern your use of such store and any digital content downloads you purchase through that store. No amendment to or modification of this License will be binding unless in writing and signed by MindSpace. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern. |