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Individual End-User License Agreement

THE MATERIALS PROVIDED WITH THIS AGREEMENT ARE LICENSED, NOT SOLD, AND ARE AVAILABLE FOR USE ONLY UNDER THE TERMS OF THIS LICENSE AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY.

BY DOWNLOADING, COPYING, OR OTHERWISE USING THE
KRAUS MATH MATERIALS, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, COPY, OR OTHERWISE USE THE KRAUS MATH MATERIALS.

1. Definitions.
2. “Agreement” means this Individual End-User License Agreement.
3. “Kraus Math” means Kraus Math LLC.
4. “Kraus Math Materials” means the materials provided to You under the terms of this Agreement.
5. “Order Form” means the record provided by Kraus Math identifying You and associated fees for use of the Kraus Math Materials as described herein.
6. “Party” or “Parties” means You and/or Kraus Math, as applicable.
7. “You” means the individual person exercising permissions granted by this Agreement.
8. License. Subject to the terms and conditions of this Individual End-User License Agreement, Kraus Math hereby grants You a limited, perpetual, non-exclusive, non-transferable, non-sublicensable license to download, access, copy, and use the Kraus Math Materials for educational (non-commercial) purposes only within the United States. For clarification, You may share the Kraus Math Materials, or components thereof, for its intended purpose within Your classroom and with Your students, but not share the Kraus Math Materials, or components thereof, with any other person for their own individual use, such as another educator.
9. Restrictions. Except as expressly permitted in connection with Your use of Kraus Math Materials in accordance with the terms of this Agreement, without the prior written approval of Kraus Math, You shall not (and will not allow or assist any third party to) : (a) modify, adapt, translate, or create derivative works based on all or any part of Kraus Math Materials, (b) permit any third party to use Kraus Math  Materials, (c) sell, assign, loan, provide, distribute, pledge, sub-license, rent, lease, or otherwise transfer or encumber rights to Kraus Materials, (d) use Kraus Math Materials for third-party training, (e) use Kraus Math Materials for commercial purposes, or (f) remove, alter, or obscure any proprietary notices, symbols, or labels.  Any permitted copies of the Kraus Math Materials shall include any existing copyright and any other proprietary notices.  Kraus Math retains title to all Kraus Math Materials, and this Agreement does not convey any proprietary rights or other interest thereto to You except as otherwise expressly granted in this Agreement.
10. Termination. Without prejudice to any other rights, Kraus Math shall have the right to terminate this Agreement, and the licenses granted herein, if You breach any of its terms and conditions or fail to pay all applicable fees when due. Upon termination of this Agreement, Your license to access and use the Kraus Math Materials will immediately terminate, and You will immediately destroy any copies of the Kraus Math Materials in Your possession, custody, or control.
11. Fees; Payment. Fees for the licensing of the Kraus Math Materials are set forth in the Order Form.  Payment shall be due upon receipt by You of invoice from Kraus Math. Kraus Math reserves the right to suspend or terminate this Agreement if any amounts due remain unpaid for greater than 30 days from the date of invoice.
12. Disclaimer. ACCESS AND USE OF THE KRAUS MATH MATERIALS IS PROVIDED BY KRAUS MATH “AS IS” AND WITHOUT ANY WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND KRAUS MATH EXPRESSLY DISCLAIMS ANY WARRANTY OF  MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR OR INTENDED PURPOSE, OR ANY OTHER WARRANTY OTHERWISE ARISING OUT OF THIS AGREEMENT, INCLUDING ACCESS OR USE OF THE KRAUS MATH MATERIALS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE KRAUS MATERIALS IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
13. Exclusions and Limitation of Liability. Notwithstanding any other provision of this agreement, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) the cumulative liability of kraus math, regardless of the form of action, for ANY AND all claims related to this agreement, INCLUDING ACCESS OR USE OF the Kraus Math  materials, including but not limited to any cause of action sounding in contract, tort, or strict liability, shall not exceed the total amount of fees paid by you to kraus math under this agreement, AND (B) IN NO EVENT WILL KRAUS MATH BE LIABLE TO ANY PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES  (INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF GOOD WILL, LOSS OF PROFITS, LOSS OF USE, OR BUSINESS INTERUPTION), HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, INCLUDING ACCESS OR USE OF THE KRAUS MATH MATERIALS, WHETHER OR NOT KRAUS MATH HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
14. Notices. Any notice by Kraus Math under this Agreement will be to You at your email address as designated on Your Order Form (or as expressly designated by You in a notice complying with this Section and referring specifically to this Agreement) and deemed effective one day after such e-mail is sent by Kraus Math.  Any notice by You under this Agreement will be: (a) in writing and sent to Kraus Math at Kraus Math LLC, PO Box 91884, Austin, TX 78709 (or such other address as Kraus Math may expressly designate in a notice complying with this Section and referring specifically to this Agreement), (b) sent in a manner requiring a signed receipt (e.g., registered (or certified) mail, return receipt requested), and (c) deemed effective upon receipt by Kraus Math.
15. Assignment. You may not assign or transfer any right or obligation under this Agreement without Kraus Math’s written consent.  Any assignment, transfer, or attempted assignment or transfer in violation of this Section is null and void.  Kraus Math may assign or transfer this Agreement with or without Your consent.  This Agreement is binding upon and inures to the benefit of a party’s direct and indirect successors, assignees and transferees, to the extent that assignment or transfer is not prohibited under this Section.
16. Waiver. No breach of a provision of this Agreement will be deemed waived or excused unless such waiver or excuse is in writing and signed by an authorized agent of the waiving or excusing party.
17. Governing Law. This Agreement is governed by and construed and interpreted under the laws of the State of Texas without reference to any rule of choice (or conflict) of laws.  The Uniform Commercial Code and United Nations Convention on Contracts for the International Sale of Goods, or any similar or successor convention or law, will not apply to this Agreement.
18. Equitable Relief. It is expressly agreed that a material breach of Sections 2 or 3 of this Agreement will result in irreparable harm to Kraus Math and that a remedy at law would be inadequate.  Therefore, in addition to any and all remedies available at law, Kraus Math will be entitled to seek an injunction or other equitable remedies without the necessity to post bond in the event of any threatened or actual violation of any or all of such provisions.
19. Enforceability. If any portion of this Agreement is determined to be or becomes unenforceable or illegal, then such portion will be reformed or eliminated to the minimum extent necessary for this Agreement to be enforceable and legal, and this Agreement will remain in effect in accordance with its provisions as modified by such reformation or elimination.
20. Ownership. You acknowledge and agree that Kraus Math is the sole owner throughout the world of all right, title, and interest in and to the Kraus Math Materials (including any copies and derivative works thereof), as well as ideas or suggestions made by You for improvements to the Kraus Math Materials, together with all patents, copyrights, trade secrets, and other intellectual property rights available therein, resulting therefrom, or granted pursuant thereto.
21. Compliance with Laws. You will comply with all applicable laws and regulations in connection with Your use of the Kraus Math Materials.
22. Exclusions from License. Except as expressly stated herein, nothing in this Agreement grants any license to Kraus Math’s trademarks, copyrights, patents, trade secrets or any other intellectual property. Nothing in this Agreement shall be interpreted to prohibit Kraus Math from licensing Kraus Math Materials under terms different from this Agreement that Kraus Math otherwise would have a right to license.
23. Force Majeure. Neither party shall be responsible for any delays or inability to perform any of its obligations under this Agreement due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, or any other cause beyond the reasonable control of such party and without the fault or negligence of the delayed or nonperforming party.
24. Entire Agreement. This Agreement constitutes the sole and exclusive terms and conditions between the parties relating to the subject matter hereof, and supersedes all prior discussions, writings, negotiations, understandings and agreements with respect thereto, and will not be amended except by a written amendment that is accepted and agreed by each party. Any provision of this Agreement that expressly or by implication is intended to continue in force shall survive any termination or expiration of this Agreement..