Education User License Agreement -Game Audio Institute
IMPORTANT – READ CAREFULLY: The terms and conditions that follow set forth a legal agreement between you (an accredited educational institution or a private/career school, Teacher/Instructor or Private individual), the end user, and The Game Audio Institute (GAI), A division of The Code International Inc (TCI), a corporation with its principal place of business in San Francisco, CA 94127 USA
BY USING the GAI/TCI Game Lessons and/or accessing any GAI/TCI Game Audio Online Course (both hereafter referred to as “GAI/TCI Materials”), THE INDIVIDUAL (“LICENSEE”) IS CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT INSTALL OR USE GAI/TCI MATERIALS..
This license to use GAI/TCI Materials is for you only (a single person). You may not load or copy the GAI/TCI Materials without a license from GAI/TCI. GAI/TCI hereby offers you a non-exclusive license on the terms set out in this Agreement. You should read these terms and conditions carefully BEFORE paying for and using any GAI/TCI Materials. Using any GAI/TCI Materials will signify your agreement to be bound by these terms and conditions. This is a license agreement and not an agreement for sale.
You plan to use GAI/TCI Materials for personal instructional purposes only
You will not use GAI/TCI Materials for commercial purposes or enable others to use it for commercial purposes.
You will use the GAI/TCI Materials on computers you own or that you control
You may not transfer GAI/TCI Materials to anyone else. It is for your own personal use only. You cannot transfer or copy it to your friends or students. They must purchase their own copies and abide by the terms set forth below.
There are additional restrictions for using any online based GAI/TCI Materials (“GAI/TCI Courseware”). This includes any online based GAI/TCI Courseware running on a Canvas LMS based server. Please refer to Section 13 for more details on these restrictions.
1. GRANT OF LICENSE. (a) The Game Audio Institute/ TCI grants to you a nonexclusive, nontransferable license to use GAI/TCI Materials in accordance with this Agreement (“License”).
If you have paid the license fee for a single user license (Teacher or Individual), this Agreement permits you to use
- One(1) copy of the GAI/TCI Materials on any single computer, provided the Software is in use on only one (1) computer at any time in the country of purchase. This License may not be transferred to another country.
2. SECURITY MECHANISM. GAI/TCI reserves the right to embed a software security mechanism within the product to monitor usage of the GAI/TCI Materials and to verify your compliance with this license. Such a security mechanism may store data relating to the use and the number of times it has been copied. GAI/TCI reserves the right to use a hardware lock device, license administration software, and/or a license authorization key to control access to GAI/TCI Materials. You may not take any steps to avoid or defeat the purpose of any such measures. Use of any GAI/TCI Materials without any required lock device or authorization is prohibited. You give GAI/TCI the right, at any time and with or without notice, to audit the records of the monitoring to review the usage level. If an audit reveals that you have violated the term of this agreement, GAI/TCI, at its sole option, may (i) charge you and you will pay the commercial end-user price for any additional licenses used in excess of the authorized licenses; (ii) revoke this license and require you to de-install the Software from all computers at the educational institution or private / career school; and/or (iii) pursue any other legal or equitable remedies.
3. INTERNET TOOLS AND SERVICES. From time to time, a license of, or basic subscription service for, the Software may include integration with and access to certain Internet tools and services developed by GAI/TCI. When provided at no additional charge, these tools and services are gratuitous and may be modified and/or withdrawn at any time. Cost, if any, will also be determined on a per case basis.
4. OWNERSHIP OF THE SOFTWARE AND RESTRICTIONS ON COPYING. GAI/TCI and its licensors own and will retain all copyright, trade secret and other proprietary rights in and to the software, levels, audio code and the Documentation. THE SOFTWARE AND THE DOCUMENTATION ARE PROTECTED BY COPYRIGHT LAWS AND OTHER INTELLECTUAL PROPERTY LAWS. Each GAI/TCI licensor is a third-party beneficiary of this Agreement. You obtain only such rights as are specifically provided in this Agreement. You may not copy GAI/TCI Materials into any machine-readable form. You may not remove from any GAI/TCI Materials any copyright or other proprietary rights notice or any disclaimer.
5. OTHER RESTRICTIONS ON USE. This Agreement is your proof of license to exercise the rights granted herein and must be retained by you. This license DOES NOT grant the right to use files created by the GAI/TCI Materials for any commercial purpose or enable others to use files created by these for any commercial purpose, such as distributing a file to a commercial entity. You may not sell, license, sublicense, assign, transfer, lease or rent (including via an application service provider (ASP) or timeshare arrangement), the GAI/TCI Materials or the license granted by this Agreement. You may not arrange for GAI/TCI Materials to be hosted by an Application or Internet Service Provider or enter into a timeshare arrangement with another party for use of the GAI/TCI Materials. You may not install or use GAI/TCI Materials over the Internet, including, without limitation, use in connection with a Web hosting or similar service, or make GAI/TCI Materials available to third parties via the Internet on your computer system or otherwise. You may not modify or make works derivative of the GAI/TCI Materials and you may not analyze for purposes competitive to GAI/TCI, reverse-engineer, decompile, disassemble or otherwise attempt to discover the source code of any GAI/TCI Materials.
6. LIMITED WARRANTY. GAI/TCI warrants that the Software will be free of defects in materials and workmanship and will perform substantially in accordance with the Documentation for a period of one hundred and twenty (120) days from the date of receipt by you. GAI/TCI also warrants that any services it provides from time to time will be performed in a workmanlike manner in accordance with reasonable commercial practice. GAI/TCI’ entire liability and your sole remedy under this warranty shall be to use reasonable efforts to repair or replace the nonconforming media or Software or re-perform the service. If such effort fails, GAI/TCI shall (i) refund the price you paid for the GAI/TCI Materials.
7. EXCEPTIONS. GAI/TCI’ limited warranty is void if breach of the warranty has resulted from (i) accident, corruption, misuse or neglect of GAI/TCI Materials, (ii) acts or omissions by someone other than GAI/TCI, (iii) combination of the GAI/TCI Materials with products, material or software not provided by GAI/TCI or not intended for combination with GAI/TCI Materials, or (iv) failure by you to incorporate and use all updates to GAI/TCI Materials available from GAI/TCI. GAI/TCI does not warrant that the GAI/TCI Materials will meet your requirements, that the operation of the GAI/TCI Materials will be uninterrupted or error-free, or that any Internet tool or service will be completely secure.
8. LIMITATIONS ON WARRANTIES. The express warranty set forth in this Article is the only warranty given by GAI/TCI with respect to GAI/TCI Materials furnished hereunder and any service supplied from time to time. To the maximum extent permitted by applicable law, neither GAI/TCI nor any of its licensors, makes any other warranties, express, implied or arising by custom or trade usage, and GAI/TCI specifically disclaims the warranties of merchantability, fitness for a particular purpose, and non-infringement. In no event may you bring any claim, action or proceeding arising out of a breach of the warranty set forth in this Article more than six (6) months after the date on which such breach occurred.
9. LIMITATIONS ON LIABILITY. Except as required under local law, the liability of GAI/TCI, whether in contract, tort (including negligence) or otherwise, arising out of or in connection with GAI/TCI Materials furnished hereunder and any service supplied from time to time shall not exceed the license fee you paid for the GAI/TCI Materials or any fee you paid for the service. In no event shall GAI/TCI be liable for special, indirect, incidental, punitive or consequential damages (including without limitation damages resulting from loss of use, loss of data, loss of profits, loss of goodwill or loss of business) arising out of or in connection with the use of or inability to use the GAI/TCI Materials hereunder and any service supplied from time to time, even if GAI/TCI has been advised of the possibility of such damages.
10. EXPORT RULES. You acknowledge that the GAI/TCI Materials may be subject to the export control laws of the United States and agree not to export, re-export, or transship any GAI/TCI Materials without the appropriate United States or foreign government licenses and the written approval of GAI/TCI. In addition, you represent and warrant that you are not a citizen of, or located within an embargoed or otherwise restricted nation (including without limitation Cuba, Iran, North Korea, Sudan, or Syria) and that you are not otherwise prohibited under the export control laws from receiving the Software. All rights to use GAI/TCI Materials are granted on condition that such rights are forfeited if you fail to comply with the terms of this agreement.
11. GENERAL PROVISIONS. This Agreement shall be governed by and construed and enforced in accordance with the substantive laws of the state of California without giving effect to any choice-of-law rules and without regard to the United Nations Convention on Contracts for the International Sale of Goods and will be deemed a contract under seal. The English-language version of this Agreement shall be the authorized text for all purposes, despite translations or interpretations of this Agreement into other languages. If, for any reason, a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision or portion shall be enforced to the maximum extent permissible and the remainder of this Agreement shall remain in full force and effect.
12. CANADIAN SALES. If you purchased this product in Canada, you agree to the following: The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating here to, including Notices, have been and shall be written in the English language and that the English language versions of this Agreement and all other documents are the authorized language versions for all purposes. Les parties aux présentes confirment leur volonté que cette convention, ainsi que tous les documents y compris tout avis qui s’y rattache, soient rédigés en langue anglaise et que les versions en langue anglaise de cette convention et de tous les autres documents soient les versions autorisées à toutes fins.
13. ONLINE COURSEWARE RESTRICTIONS. Since GAI/TCI Materials may include online courses (“GAI/TCI Courseware”), there are additional restrictions placed on purchased online courses, in addition to the license restrictions enumerated earlier. GAI/TCI Courseware access is limited to 120 days from the date of purchase for any student version of a GAI/TCI Online Course, at which point access to the course will be terminated.
14. ENTIRE AGREEMENT. You further agree that this Agreement is the complete and exclusive statement of your agreement with GAI/TCI relating to GAI/TCI Materials and supersedes any other agreement, oral or written, or any other communications between you and GAI/TCI.