This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Dynamic Literacy LLC for the software that accompanies this EULA, which includes Internet-based services ("Software").
This Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these Terms and Conditions. If you do not have the legal authority to bind, or do not wish to be bound by these Terms and Conditions, please check the "I do not accept" box below.
Grant of License. Dynamic Literacy LLC grants licensee a limited, nonexclusive license to use the software:
(a) solely through a web-browser.
(b) for your personal and non-commercial use.
Restrictions on Use. You may not, and you may not permit others to:
(a) reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from the Software;
(b) modify, translate, adapt, alter, or create derivative works from the Software;
(c) copy ,distribute, publicly display, transmit, sell, rent, lease or otherwise exploit the Software; or
(d) distribute, sublicense, rent, lease, loan the Software to any third party
(a) Proprietary Rights. Dynamic Literacy LLC retains all proprietary rights to the Licensed Software.
(b) License Rights. No license, express or implied, is granted other than to use the information in the manner and to the extent authorized in this agreement.
No Warranty. The Software is provided "as is" without warranty of any kind, either express or implied, including without limitation any implied warranties of condition, uninterrupted use, merchantability, fitness for a particular purpose, or non-infringement.
Confidentiality Obligations. Each Party agrees:
(a) to hold the other Party's Confidential Information in strict confidence in accordance with this Agreement;
(b) to exercise at least the same care in protecting the other Party's Confidential Information from disclosure as the Party uses with regard to its own Confidential Information (but in no event less than reasonable care);
(c) to restrict dissemination of Information within its organization to employees having a need to know in connection with the stated purpose, and to ensure that such employees are informed of the proprietary and confidential nature thereof and that they agree to and observe the requirements of confidentiality in accordance with this Agreement;
(d) not to disclose such Confidential Information to third parties (including, without limitation, any clients, affiliates, independent contractors and consultants) without the prior, written consent of the disclosing party; and
(e) not to use any Confidential Information for any purpose except for the stated purpose without the prior written consent of the disclosing party.
(a) Fixed Term
The term of this License Agreement will begin on acceptance and will continue for the term specified in your order.
(b) Effects of Termination
In the event of termination, all access to Dynamic Literacy web-based products will be terminated.
Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, representations and understandings of the parties, written or oral.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.
Amendment. This Agreement may be amended only by written agreement of the parties.
Further Assurances. The parties shall execute such further documents and do any and all such further things as may be necessary to implement and carry out the intent of this Agreement.
Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered in person or mailed by first class, registered or certified mail, postage prepaid, or via email to the address of the party specified in this Agreement or such other address as either party may specify in writing. Such notice shall be deemed to have been given upon receipt of printed materials or as acknowledged by recipient within 48 hours of receipt of email notices. The Dynamic Literacy LLC address for notices is
Dynamic Literacy LLC
PO Box 690
Keswick, VA 22947
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.
No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns.
Assignment. This Agreement shall not be assigned by either party without the consent of the other party.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia, without regard to its conflict of laws rules.
Jurisdiction. Each party agrees to personal jurisdiction in any action brought in any court, Federal or State, within the County of Albemarle, State of Virginia, having subject matter jurisdiction over the matters arising under this Agreement. Any suit, action or proceeding arising out of or relating to this Agreement shall only be instituted in the County of Albemarle, State of Virginia. Each party waives any objection which it may have now or hereafter to the laying of the venue of such action or proceeding and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding.
No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.