License Agreement

ATTENTION: THIS IS A LICENSE, NOT A SALE.  THIS PRODUCT IS PROVIDED
UNDER THE FOLLOWING LICENSE AGREEMENT ("LICENSE") WHICH DEFINES WHAT
YOU MAY DO WITH THE PRODUCT AND CONTAIN LIMITATIONS ON WARRANTIES AND/OR 
REMEDIES.  THIS LICENSE IS GRANTED BY MATH GOODIES, a Hyco, Inc. Company.  
USE OF THE SOFTWARE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY ALL THE 
TERMS AND CONDITIONS CONTAINED IN THIS LICENSE.

IMPORTANT:  CAREFULLY READ THIS LICENSE BEFORE USING THIS PRODUCT. 
INSTALLING, COPYING, OR OTHERWISE USING THIS PRODUCT INDICATES YOUR
ACKNOWLEDGMENT THAT YOU HAVE READ THIS LICENSE  AND AGREE TO
BE BOUND BY AND COMPLY WITH ITS TERMS.  IF YOU DO NOT AGREE, RETURN
THE COMPLETE PRODUCT TO MATH GOODIES CUSTOMER SERVICE c/o HYCO, INC.
75 Mill Street, Colchester, CT, 06415, WITHIN 10 DAYS OF THE DATE YOU 
ACQUIRED IT FOR A FULL REFUND.  THIS LICENSE AGREEMENT IS YOUR PROOF 
OF LICENSE.  PLEASE TREAT IT AS VALUABLE PROPERTY.

LICENSE: MATH GOODIES, a Hyco, Inc. Company ("MATH GOODIES," "we" 
or "us") provides you with storage media containing a computer program 
(the "Program") which may also include "online" or electronic
documentation, a License, and other printed materials (together
called the "Product") and we grant you a license to use the Product 
in accordance with the terms of this License.  The copyright and all 
other rights to the Product shall remain with us or our licensors.  
You must reproduce any copyright or other notice marked on the Product 
on all copies you make.  


YOU MAY:

install and use one copy of the Product on a home computer if 
you purchased a home license;

install and use copies of the Product on desktop computers, 
laptops or private networks (LANs) for access only by the 
number of students for which a school license was purchased;

make one copy of the Product for archive or backup purposes;

transfer the Product to someone else only if you assign all of
your rights under this License, cease all use of the Product, erase
or destroy any copy (including the hard disk copy) made in
support of your use of the Product, and ensure that the person to
whom you wish to transfer the Product agrees to the terms of this
License;

If you have purchased this Product as an upgrade of either a MATH
GOODIES product or another vendor's product, you may continue to use 
your upgraded product with this Product.  If you transfer this Product, 
you must either transfer the upgraded product at the same time you 
transfer the Product or destroy the upgraded product at the same time 
you transfer the Product.  If the Product you have purchased is an 
upgrade of a MATH GOODIES product, you now may use that upgraded 
product only in accordance with this License.

YOU MAY NOT:
use the Product or make copies of it except as permitted in this
License; 

publish the Product for any use not intended as listed above, 
including a public web server.

translate, reverse engineer, decompile, or disassemble the Product
except to the extent the foregoing restriction is expressly
prohibited by applicable law;

rent, lease, assign, or transfer the Product except as set out above;

modify the Product or merge all or any part of the Product with
another program.

TERM:  This License shall continue for as long as you use the
Product.  However, it will terminate if you fail to comply with any
of its terms or conditions.  You agree, upon termination, to destroy
all copies of the Product.  The Limitations of Warranties and
Liability set out below shall continue in force even after any
termination.

WARRANTY: WE WARRANT THAT THE STORAGE MEDIA IN THIS PRODUCT WILL BE
FREE FROM DEFECT IN MATERIALS AND WORKMANSHIP FOR NINETY (90) DAYS
FROM THE DATE YOU ACQUIRE IT.  IF SUCH A DEFECT OCCURS, RETURN
THE MEDIA TO US AT, MATH GOODIES CUSTOMER SERVICE c/o HYCO, INC.
75 Mill Street, Colchester, CT, 06415, AND WE WILL REPLACE IT FREE 
OF CHARGE.  THIS REMEDY IS YOUR EXCLUSIVE REMEDY FOR BREACH OF THIS 
WARRANTY.  IT GIVES YOU CERTAIN RIGHTS AND YOU MAY HAVE OTHER 
LEGISLATED RIGHTS WHICH MAY VARY FROM JURISDICTION TO JURISDICTION.

LIMITATION OF WARRANTIES AND LIABILITY:   EXCEPT FOR THE EXPRESS
WARRANTY ABOVE , THE PRODUCT IS PROVIDED ON AN "AS IS" BASIS, 
WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY,
SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR
COURSE OF DEALING.  THE ENTIRE RISK AS TO THE RESULTS AND
PERFORMANCE OF THE PRODUCT IS ASSUMED BY YOU.  NEITHER WE NOR OUR
DEALERS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER
PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, 
LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL 
OR ECONOMIC LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF 
SUCH DAMAGES, OR THEY ARE FORESEEABLE.  WE ARE ALSO NOT RESPONSIBLE 
FOR CLAIMS BY A THIRD PARTY.  OUR MAXIMUM AGGREGATE LIABILITY TO YOU 
AND THAT OF OUR DEALERS AND SUPPLIERS SHALL NOT EXCEED THE AMOUNT 
PAID BY YOU FOR THE PRODUCT.  THE LIMITATIONS IN THIS SECTION SHALL 
APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A
FUNDAMENTAL CONDITION OR TERM OR A FUNDAMENTAL BREACH.  SOME
STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE
LIMITATION MAY NOT APPLY TO YOU.

GENERAL:  This License is the entire agreement between us,
superseding any other agreement or discussions, oral or written, and
may not be changed except by a signed agreement. This License shall be
governed by and construed  in accordance with the laws of the State
of New York, U.S.A., regardless of choice of law or conflicts of laws
principals, and excluding the United Nations Convention on
Contracts for the International Sale of Goods and any legislation
implementing such Convention, if otherwise applicable. If any
provision of this License is declared by a Court of competent
jurisdiction to be invalid, illegal, or unenforceable, such a
provision shall be severed from the License and the other provisions
shall remain in full force and effect. The parties have requested
that this Agreement and all documents contemplated hereby be drawn
up in English.  

This License is governed by and construed in accordance with the
laws of that state.  Venue for any claim or dispute arising out of
this Agreement shall be the County of Suffolk, New York.

In the event that any litigation between the parties hereto in
connection with this License or to enforce any provision or rights
hereunder, the prevailing party shall be entitled to recover all
costs and expenses, including but not limited to reasonable
attorneys' fees, which costs and reasonable attorneys' fees shall be
included as part of any judgment rendered in such action in addition
to any other relief to which the prevailing party may be entitled.

In the event that any one or more of the provisions or parts of a
provision contained in this License shall for any reason be held to
be invalid, illegal or unenforceable in any respect in any
jurisdiction, such invalidity, illegality, or unenforceability shall
not affect any other provision or part of a provision of this License.

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