1. License Grant. PEARSON grants to you a non-exclusive, non-transferable limited license, pursuant to the terms hereof, to access and use the System for the purpose of accessing, managing and sharing your Open Badges and otherwise participating in or acquiring services and products offered by PEARSON.
2. License Restrictions. You may not copy, reverse engineer, translate, modify or make derivative works of any software that is part of, or used with, the System. You may not disclose, publish, sell, assign, lease, sublicense, market or transfer the System, or any component thereof, or use the System in any manner not expressly authorized by this Agreement. You shall not attempt to derive the source code, source files or structure of all or any portion of the software contained in the System by reverse engineering, disassembly, de-compilation or any other means and shall not use the System to create a service bureau or for any other use involving processing of data of other persons or entities. The software contained in the System is copyrighted and may not be copied, even if modified or merged with other products. You shall not remove any copyright notice or proprietary legend contained in any component of the System.
3. Ownership. You agree that, as between you and PEARSON, PEARSON is the sole owner of all right, title and interest (including all intellectual property rights) in and to the System and all components thereof.
4. Communications. By accepting this license you agree that PEARSON may offer you opportunities, products, and services that might be of interest to you via the ACCLAIM System. With your consent PEARSON may also provide your personally identifiable information to third parties such as potential employers, and may communicate with you via e-mail and other methods external to the ACCLAIM System. At any time, you can opt out of external communications and/or having your personally identifiable information shared with third parties.
5. Your Obligations. You represent and warrant to PEARSON that you will only use the System as permitted under this Agreement, and that you will not introduce into the System any offensive materials, or any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus," or other computer software routines or hardware components designed to disable, damage or erase any software, hardware or data contained in the System. You agree not to hack other users' accounts or attempt to destroy or alter other account holders’ information. You also agree that you will not provide access to the System to any other third parties. You agree that your personal data can be transferred to and stored in the United States of America.
6. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SYSTEM IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, AND PEARSON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES AS TO QUALITY, PERFORMANCE, TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOUR USE OF THE SYSTEM UNDER THIS AGREEMENT IS SOLELY AT YOUR OWN RISK. PEARSON DOES NOT WARRANT THAT THE SYSTEM WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR VIRUS-FREE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES; SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
7. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PEARSON NOR BADGE ISSUER WILL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST OR CORRUPTED DATA, LOST OR CORRUPTED CONTENT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF ANY SUBJECT MATTER OF THIS AGREEMENT, EVEN IF PEARSON HAS BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL PEARSON HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY WHICH IN THE AGGREGATE IS MORE THAN US$100.
8. General. The laws of the State of Minnesota of the United States of America will govern this Agreement, without reference to its conflicts of law principles. The parties hereby submit to the jurisdiction of, and waive any venue objections against, the State and Federal courts located in Hennepin County, Minnesota. The United Nations Convention on Contracts for the Sale of Goods does not apply to this Agreement. If any provision of this Agreement is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force. The failure of either party to require performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter; nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. This Agreement is the entire and exclusive agreement between you and PEARSON with respect to the subject matter hereof.