CASPIAN LEARNING LIMITED ("CASPIAN") THINKING WORLDS SOFTWARE LICENSE AGREEMENT

This is a legal agreement between you and Caspian which grants you a non-exclusive and non-transferable license to use this software in accordance with the terms of this agreement. Use of the software implies acceptance of these terms and conditions.

You agree as follows:

Proprietary Rights

1. All rights in and to the software including all copyright and other intellectual property rights as between you and Caspian are owned by Caspian. At no time shall any intellectual property in the software transfer to you. Nothing contained herein shall be construed as conferring by implication or otherwise any license or right in respect of any trade mark or patent of Caspian (registered or otherwise) or any third party.

2. You are required to notify Caspian immediately if you become aware of any unauthorized use of the software by any person.

3. You will permit Caspian to check the use of the software by you at all reasonable times and for that purpose Caspian (it’s employees and agents) shall be entitled to enter any of your premises given prior written notice.

Extent of License

4. Use of our Thinking Worlds software to create and share games by anyone who is not registered with Caspian constitutes a breach of this licensing agreement.

5. If you have purchased a full single seat license for Thinking Worlds, you are permitted to use the software for the purpose of creating games and simulations for a period of one year. Thereafter you may play and share, including for commercial gains, all or any of the simulations / games that you have already created, in perpetuity. The software must only be installed on a single machine using the license key that has been / will be provided.

6. If you have acquired a free trial of the Thinking Worlds software, you are permitted to use the software for the purpose of creating and playing games and simulations for the period indicated when you acquired the free trial. The software must only be installed on a single machine using the license key that has been / will be provided, and during the free trial period is for your personal use only. You may not exercise any of the rights granted to you in any manner that is intended for or directed towards commercial advantage or monetary compensation without the express written consent of Caspian.

7. In the event that you distribute any of the software (games / simulations created) as a hard-copy or as an electronic format, the source of the software shall be acknowledged and Caspian’s proprietary interests displayed.

8. The software may be used on hardware only at the premises indicated when registering with Caspian and shall not be used at any other premises whatsoever without the written consent of Caspian.

Copying, Security and Control

9. You may not make copies of the software

10. You shall during the continuance of this license effect and maintain adequate security measures to safeguard the software from access or use by any unauthorized person; retain the software and all copies thereof under your effective and reasonable control; and maintain a full and accurate record of your copying and disclosure of the software and shall produce such record to Caspian on reasonable request from time to time.

Alterations

11. Except to the extent and in the circumstances expressly required to be permitted by Caspian by law you shall not alter, modify, adapt or translate the whole or any part of the software in any way whatever nor permit the whole or any part of the software to be combined with or become incorporated in any other computer programs nor decompile, disassemble or reverse engineer the same nor attempt to do any of such things. To the extent that local law grants you the right to decompile the software in order to obtain information necessary to render the software interoperable with other computer programs used by you, Caspian hereby undertakes to make that information readily available to you. Caspian shall have the right to impose reasonable conditions such as a reasonable fee for doing so. In order to ensure that you receive the appropriate information, you must first give Caspian sufficient details of your objectives and the other software concerned. Requests for the appropriate information should be given by notice to Caspian in accordance with this Agreement.

Warranties and Liability

12. All software is provided on an "AS IS" basis without any representation or endorsement made and without warranty of any kind whether express or implied in respect of the data contained in it, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.

13. Caspian does not give any warranty that the information contained in the software is correct or complete, and shall not be liable for any loss howsoever caused whether due to negligence or otherwise arising from use of the software.

14. To the fullest extent permitted by law Caspian hereby excludes all liability to you for direct, indirect or consequential loss or damage including but not limited to loss of profits and/or any damage to computers or other technological equipment (this list is indicative only and not exhaustive). While the software has been tested for correct operation as part of Caspian’s standard quality assurance procedure in accordance with sound industry practice Caspian does not, and cannot, warrant that the functions contained in the software will be uninterrupted or error free, that all defects will be corrected, or that the software is free of viruses, bugs or any other malfunction.

15. In any event your remedy shall be restricted to (at the sole discretion of Caspian) repair, replacement or refund with respect to the software in question.

General

16. You agree to fully indemnify Caspian from and against all and any losses, damages, costs and/or expenses of any character incurred or suffered and any claim and/or legal proceedings which are brought about or threatened arising from your use, or conduct in respect of the software and/or any of these terms and conditions.

17. If you sell, dispose of, or otherwise lose control of the hardware on which the software is stored or running then you will ensure, where possible, that the software is removed or deleted before the sale or disposition.

18. You shall not be permitted to assign, sub license, or otherwise transfer any of your rights under these terms and conditions.

19. This License and the rights granted hereunder will terminate automatically upon any breach by you of its terms.

20. If any part of these terms is found to be invalid by any court having competent jurisdiction, the validity of the remaining terms shall remain unaffected and without further action by the parties to this license, such provision shall be amended to the minimum extent necessary to make such provision valid and enforceable.

21. Headings are for ease of reference only and shall not affect interpretation.

22. Notices shall be in writing and sent by first class post/e-mail to Caspian Learning Limited, St Peter’s Gate, Sunderland Science Park, Charles Street, Sunderland, SR6 0AN or info@caspianlearning.co.uk

23. English law shall apply to these terms and conditions, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.

If you have any queries in relation to these terms and conditions, please email info@caspianlearning.co.uk