Lasted Updated: 18 June, 2013
The following terms of service and end user license agreement ("EULA") constitute an agreement between you and The Trustee for Trading Mateom Investments Trust, trading as Baby Sign and Learn (“Baby Sign and Learn”). This EULA governs your use of Software and Services (as specified below).
For purposes of this EULA "Software" means all software programs distributed, published or otherwise made available by Baby Sign and Learn or its affiliates including, but not limited to mobile games, downloadable/installable games for personal computer, and games accessed by means of a browser or other online communication method. Software also includes updates and upgrades as well as accompanying manual(s), packaging and other written, files, electronic or on-line materials or documentation, and any and all copies of such software and its materials.
"Services" means all services made available by Baby Sign and Learn, including but not limited to services accessed through mobile games, by means of a browser or by other online communication method.
Software and Services are collectively referred to as "Baby Sign and Learn Services".
THE SOFTWARE IS LICENSED, NOT SOLD. YOUR USE OF THE SOFTWARE (AS SPECIFIED BELOW) IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS EULA. BY INSTALLING, USING OR ACCESSING THE BABY SIGN AND LEARN SERVICES OR ANY MATERIALS INCLUDED IN OR WITH THE BABY SIGN AND LEARN SERVICES, YOU HEREBY ACCEPT THE TERMS OF THIS EULA.
If you do not accept the terms of this EULA, do not install, use or access the Baby Sign and Learn Services.
1. LICENSES
SOFTWARE LICENSE. Subject to this EULA and its terms and conditions, Baby Sign and Learn hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use solely and exclusively for your personal use only. Additionally, Baby Sign and Learn Software designed specifically for iOS is licensed only for iPad, iPhone or iPod Touch device’s that the end-user owns or controls and as permitted by the Usage Rules set forth in the App Store Terms of Service. The rights granted herein are subject to your compliance with this EULA. The Software is being licensed to you and you hereby acknowledge that no title or ownership in the Software is being transferred or assigned and this EULA is not to be construed as a sale of any rights in the Software.
SERVICE LICENSE. Subject to this EULA and its terms and conditions, Baby Sign and Learn hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Services as provided by Baby Sign and Learn, for your personal non-commercial use, in the manner permitted by this EULA. The rights granted herein are subject to your compliance with this EULA.
LICENSE TERM. The term of your licenses under this EULA shall commence on the date that you accept this EULA and install or otherwise use the Software and/or Services and ends on the earlier date of either your disposal of the Software and/or Services or Baby Sign and Learn's termination of this EULA. Your license terminates immediately if you attempt to circumvent any technical protection measures used in connection with the Software and/or Services or you otherwise use the Software and/or Services in breach of the terms of this EULA.
OWNERSHIP; NO OTHER LICENSES. Baby Sign and Learn retains all right, title and interest in and to the Baby Sign and Learn Services, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, sign descriptions, curriculum, dialog, settings, artwork, sound effects, musical works, and moral rights whether registered or not and all applications thereof. The Baby Sign and Learn Services are protected by applicable laws and treaties throughout the world. Unless expressly authorized by mandatory legislation, the Baby Sign and Learn Services may not be copied, reproduced or distributed in any manner or medium, in whole or in part, without prior written consent from Baby Sign and Learn. All rights not expressly granted to you herein are reserved by Baby Sign and Learn.
2. THIRD PARTY SERVICES
Baby Sign and Learn Services may include links to third party services and/or the third party services may be made available to you via Baby Sign and Learn Services. These services may include, but are not limited app stores, social medial connectivity and the like. These services are subject to respective third party terms and conditions. Please study these third party terms and conditions carefully as they constitute an agreement between you and the applicable third party service provider.
3. GENERAL LICENSE CONDITIONS
You agree not to: (i) commercially exploit the Baby Sign and Learn Services; (ii) distribute, lease, license, sell, rent, lend, convey or otherwise transfer or assign the Baby Sign and Learn Services, any copies thereof, or any passwords or usernames of Baby Sign and Learn Services, without the express prior written consent of Baby Sign and Learn or as set forth in this EULA; (iii) make a copy of the Baby Sign and Learn Services or any part thereof, including but not limited to Software (other than as set forth herein); (iv) make the Baby Sign and Learn Services publicly available or available on a network for use or download by multiple users; (v) except as otherwise specifically provided by the Baby Sign and Learn Services or this EULA, use or install the Baby Sign and Learn Services (or permit others to do same) on a network, for on-line use, or on more than one computer or gaming unit at the same time; (vi) use or copy the Baby Sign and Learn Services at a computer gaming center or any other location-based site; provided, that Baby Sign and Learn may offer you a separate site license agreement to make the Baby Sign and Learn Services available for commercial use; (vii) reverse engineer, decompile, disassemble, translate, prepare derivative works based on or otherwise modify the Baby Sign and Learn Services, in whole or in part; (viii) remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within the Baby Sign and Learn Services, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material; (ix) misrepresent the source of ownership of the Baby Sign and Learn Services; (x) transport, export or re-export (directly or indirectly) into any country forbidden to receive such Baby Sign and Learn Services by any U.S. or other export laws or accompanying regulations or otherwise violate such laws or regulations, that may be amended from time to time; or (xi) scrape, build databases or otherwise create permanent copies of content returned from the Baby Sign and Learn Services; or (xii) . use the Baby Sign and Learn Services in any manner that could damage, disable, over-burden, or impair the Baby Sign and Learn Services, nor may you use the Baby sign and Learn Services in any manner that could interfere with any other party's use and enjoyment of the Baby Sign and Learn Services (or servers or networks connected to the Baby Sign and Learn Services).
However, with regards to installable Software that was delivered on a physical storage medium, you may transfer the entire Software and accompanying documentation on a permanent basis to another person as long as you retain no copies (including archival or backup copies) of the Software, accompanying documentation, or any portion or component of the Software accompanying documentation, and the recipient agrees to the terms of this EULA The Software is intended for private use only.
The Baby Sign and Learn Services may include measures to control access to the Baby Sign and Learn Service, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this EULA. Only Baby Sign and Learn Services subject to a valid license can be used to access online services, and download updates and patches. You may not interfere with such access control measures or attempt to disable or circumvent such security features. If you disable or otherwise tamper with the technical protection measures, the Baby Sign and Learn Services will not function properly.
The Baby Sign and Learn Services may require an internet connection to access the Baby Sign and Learn Services or its internet-based features, authenticate the Software, or perform other functions. In order for certain features of the Baby Sign and Learn Services to operate properly, you may be required to have and maintain (a) an adequate internet connection and/or (b) a valid and active account with an online service as set forth in the documentation related to Baby Sign and Learn Services. By using the Baby Sign and Learn Services, you acknowledge and agree that third party data transfer fees may apply depending on your data plan. Please consult your carrier for further information. If you do not maintain such accounts, then the Baby Sign and Learn Services or certain features of the Baby Sign and Learn Services may not operate or may cease to function properly, either in whole or in part.
4. INFORMATION COLLECTION AND USE; PRIVACY POLICY
By installing, accessing or using the Baby Sign and Learn Services, you consent to these information collection and usage terms, including (where applicable) the transfer of data into a country outside of Australia, or the United States of America.
Baby Sign and Learn respects your privacy rights and recognizes the importance of protecting any information collected about you. Baby Sign and Learn's privacy policy as amended from time to time is available at www.babysignandlearn.com/privacy ("Privacy Policy") and applicable to this EULA. Baby Sign and Learn’s Privacy Policy defines how, why and to which extent Baby Sign and Learn collects and uses personal and non-personal information in relation to the Baby Sign and Learn Services. By installing, accessing or using the Baby Sign and Learn Services you explicitly agree with the terms and conditions of Baby Sign and Learn’s Privacy Policy and to any terms and conditions included therein by reference.
5. PAYMENTS AND PURCHASES OF VIRTUAL GOODS
Baby Sign and Learn may license to you certain virtual goods and content to be used within Baby Sign and Learn Services. Unless otherwise specified, these virtual goods shall be deemed an integral part of the Software. These virtual goods may be licensed both for a fee using “real world money” and without any separate fee, as applicable from time to time. These virtual goods may also be licensed by using third party virtual currency, such as Amazon Coins or by using separate activation codes.
Any and all virtual goods are licensed to you on limited, personal, non-transferable, non-sublicensable and revocable basis and limited only for non-commercial use.
Please note that any payment for licenses for virtual goods or redemption of third party virtual currency is always FINAL AND NON-REFUNDABLE. Also please note that if you purchase Amazon Coins from Amazon, such transaction is governed by the agreement between you and Amazon and Baby Sign and Learn is not a party to the transaction.
Baby Sign and Learn may manage, regulate, control, modify or eliminate virtual goods at any time, with or without notice. Baby Sign and Learn shall have no liability to you or any third party in the event that Baby Sign and Learn exercises any such rights.
SUBJECT TO MANDATORY LEGISLATION, YOU ACKNOWLEDGE THAT BABY SIGN AND LEARN IS NOT REQUIRED TO PROVIDE A REFUND FOR VIRTUAL GOODS FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED VIRTUAL GOODS, WHETHER YOUR LOSS OF LICENSE UNDER THIS EULA WAS VOLUNTARY OR INVOLUNTARY.
6. WARRANTY
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE BABY SIGN AND LEARN SERVICES ARE PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH YOU. BABY SIGN AND LEARN, BABY SIGN AND LEARN’S LICENSORS AND CHANNEL PARTNERS DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, ACCURACY OF DATA (INCLUDING BUT NOT LIMITED TO LOCATION DATA), ACCURACY OF SIGNS, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND WARRANTIES (IF ANY) ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BABY SIGN AND LEARN, BABY SIGN AND LEARN’S LICENSORS AND CHANNEL PARTNERS DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE; THAT THE BABY SIGN AND LEARN SERVICES WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE BABY SIGN AND LEARN SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE BABY SIGN AND LEARN SERVICES WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER BABY SIGN AND LEARN SERVICES OR THAT ANY ERRORS IN THE BABY SIGN AND LEARN SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN ADVICE PROVIDED BY BABY SIGN AND LEARN, BABY SIGN AND LEARN’S LICENSORS AND CHANNEL PARTNERS OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS APPLY ONLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
7. LIMITATION OF LIABILITY
IN NO EVENT WILL BABY SIGN AND LEARN, BABY SIGN AND LEARN’S AFFILIATES, BABY SIGN AND LEARN’S LICENSORS OR CHANNEL PARTNERS BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, ACCESS, USE OR MALFUNCTION OF THE BABY SIGN AND LEARN SERVICES, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF GOODWILL, DAMAGE TO MOBILE DEVICE, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, PROPERTY DAMAGE, LOST PROFITS OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS EULA OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE AND WHETHER OR NOT BABY SIGN AND LEARN, BABY SIGN AND LEARN’S LICENSORS OR CHANNEL PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR PURPOSES OF THIS SECTION 7, BABY SIGN AND LEARN’S LICENSORS AND CHANNEL PARTNERS ARE THIRD PARTY BENEFICIARIES TO THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN AND THEY MAY ENFORCE THIS EULA AGAINST YOU.
BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THIS LIMITATION OF LIABILITY SHALL NOT BE APPLICABLE SOLELY TO THE EXTENT THAT ANY SPECIFIC PROVISION OF THIS LIMITATION OF LIABILITY IS PROHIBITED BY ANY FEDERAL, STATE, OR MUNICIPAL LAW, WHICH CANNOT BE PRE-EMPTED. THIS EULA GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
IN NO EVENT SHALL BABY SIGN AND LEARN’S, BABY SIGN AND LEARN’S AFFILIATES’, BABY SIGN AND LEARN’S LICENSORS’ OR CHANNEL PARTNERS’ LIABILITY FOR ALL DAMAGES (EXCEPT AS REQUIRED BY APPLICABLE LAW) EXCEED THE ACTUAL PRICE PAID BY YOU FOR USE OF THE BABY SIGN AND LEARN SERVICES OR FIVE AUSTRALIAN DOLLARS ($5 AUD), WHICHEVER IS LESS.
8. OTHER TERMS AND CONDITIONS
TERMINATION: This EULA will terminate automatically if you fail to comply with its terms and conditions. In such event, you must destroy all copies of the Software and all of its component parts and cease and desist from accessing any Baby Sign and Learn Services. With regards to Software delivered on a physical storage medium you can end this EULA by destroying the Software and all copies and reproductions of the Software and deleting and permanently purging the Software from any client server or computer on which it has been installed.
EQUITABLE REMEDIES: You hereby agree that if the terms of this EULA are not specifically observed, Baby Sign and Learn will be irreparably damaged, and therefore you agree that Baby Sign and Learn shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of the terms of this EULA, in addition to any other available remedies.
INDEMNITY: You agree to indemnify, defend and hold Baby Sign and Learn, its partners, contractors, officers, directors, employees and agents harmless from and against any and all damages, losses and expenses arising directly or indirectly from: (i) your acts and omissions to act in using the Baby Sign and Learn Services pursuant to the terms of the EULA; or (ii) your breach of this EULA.
MISCELLANEOUS: This EULA represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. Baby Sign and Learn reserves the right, at its discretion, to change, modify, add or remove portions of this EULA by posting the updated EULA on Baby Sign and Learn’s website. You will be deemed to have accepted such changes by continuing to use the Baby Sign and Learn Services. If any provision of this EULA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this EULA shall not be affected.
MISCELLANEOUS TERMS PERTAINING TO APPLE: You hereby agree to the following (a) that Apple, and Apple’s subsidiaries, are third party beneficiaries of the EULA, and that, upon your acceptance of the terms and conditions of the EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA against the end-user as a third party beneficiary thereof. (b) the EULA is concluded between you and Baby Sign and Learn only, and not with Apple, and Apple is not responsible for Baby Sign and Learn Services.
GOVERNING LAW AND DISPUTE RESOLUTION: This EULA will be governed by the laws of Australia without reference to its choice of law rules. The United Nations Convention for the International Sale of Goods shall not apply. You and Baby Sign and Learn agree to submit to the exclusive jurisdiction of the courts located within the state of Queensland to resolve any legal matter arising from this EULA. Notwithstanding this, you agree that Baby Sign and Learn will still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST BABY SIGN AND LEARN ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
IF YOU HAVE ANY QUESTIONS CONCERNING THIS AGREEMENT, YOU MAY CONTACT US OR WRITE TO Baby Sign and Learn, PO Box 3401, Tannum Sands, 4680, Queensland, Australia.
