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EDX END USER LICENSE AGREEMENT

THIS END USER LICENSE AGREEMENT (“EULA”) SETS FORTH THE TERMS AND CONDITIONS GOVERNING THE USE OF ANY EDX MOBILE APPLICATION DOWNLOADED OR OTHERWISE ACQUIRED BY YOU (THE “APPLICATION”) AS PROVIDED BY EDX LLC. (“EDX”). 

BY INSTALLING AND USING THIS APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS EULA. YOUR USE OF THE APPLICATION IS SUBJECT TO:

YOU ACKNOWLEDGE THAT THIS EULA IS ENTERED INTO BETWEEN YOU AND EDX. IF YOU DO NOT UNDERSTAND OR DO NOT WISH TO ACCEPT OR BE BOUND BY THE TERMS OF THIS EULA, DO NOT USE THIS APPLICATION.

AS USED IN THIS EULA, “YOU” OR “YOUR” REFERS TO THE PERSON OR ENTITY WHO DOWNLOADS AND USES THE APPLICATION.  ADDITIONALLY, EDX AND YOU ARE REFERRED TO COLLECTIVELY AS THE “PARTIES” AND INDIVIDUALLY AS A “PARTY.”

1.  OWNERSHIP OF THE APPLICATION.  All right, title, and interest in and to the Application and all improvements, additions, updates, supplements, derivatives and other modifications thereto are and shall remain the exclusive property of edX and/or its licensors. You agree not to, directly or indirectly, disclose, sell or otherwise transfer or exploit the Application to any other person or entity or allow any other person or entity to use the Application without the prior written consent of edX, which may be withheld in edX’s sole discretion. You further agree not to challenge or assist with or participate in any challenge, directly or indirectly, or edX’s ownership of the Application or any right title or interest therein or any portion thereof.

2.  GRANT OF LICENSE.  EdX grants You a personal, limited, non-exclusive, non-transferable, revocable license to install and use the Application in object code form on a single mobile device in accordance with the terms and conditions of this EULA. The Application is licensed, not sold, to You by edX, andedX reserves all rights in the Application not expressly granted to You. EdX may do any of the following at any time, with or without notice or cause, and without any liability toYou: (a) change, suspend, or terminate any features or functionality on the Application; (b) impose limits on certain features or functionality on the Application; (c) terminate this EULA.

Upon such termination or expiration, You shall no longer be permitted to use the Application and shall immediately delete or destroy all copies of the Application from Your mobile device including all of its component parts. Modification, suspension, or termination of the Application or this EULA shall not entitle You to any refund, credit, or other compensation from edX under this EULA or any other agreement or from any third party. Without prejudice to any other rights, edX may terminate this EULA if You fail to comply with the terms and conditions of the EULA.  In such event, You must immediately remove the Application from Your mobile device including all of its component parts

3. RESTRICTIONS ON USE OF APPLICATION. The License granted to You may not be sublicensed, commercially distributed, or shared with any third party without the prior written consent of edX.  Except as otherwise expressly granted hereunder, You shall not:  (i) copy, distribute, reproduce, rent, lend, loan, or sublicense any portion of the Application; (ii) translate, adapt, modify, alter, or combine the Application with other applications or software, materials, or prepare derivative works based in whole or in part, on the Application; (iii) use the Application in a computer-based services business; (iv) following the initial download, transmit the Application over a network, by telephone, or electronically using any means; or (v) reverse engineer, decompile, disassemble, or otherwise reduce the Application or any of its subcomponents to a human-perceivable form.

4.  EQUITABLE REMEDIES AND ENFORCEMENT.  You acknowledge and agree that Your breach of any of the obligations set forth in Sections A(1), A(2), A(3), and A(8) of this EULA shall cause edX irreparable injury and shall entitle edX to equitable relief or remedy.  The pursuit or securing of any such equitable relief shall not prohibit or limit edX from seeking or obtaining any other remedy provided under this EULA or by law.  If any or all of the above covenants or agreements are held to be unenforceable because of the scope or duration of such covenant or agreement or the area covered thereby, the Parties agree that the court making such determination shall have the power to reduce the scope, duration and area of such covenant or agreement to the extent that allows the maximum scope, duration and area permitted by applicable law.  The covenants, agreements and remedies provided herein are in addition to, and are not to be construed as a replacement for or limited by, the rights and remedies otherwise available to edX including, but not limited to, those rights and remedies contained in the Uniform Trade Secrets Act, or its state counterparts.

5.  DISCLAIMER OF WARRANTY.  YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EDX AND ITS LICENSORS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AFFILIATES, AND MEMBERS PROVIDE THE APPLICATION “AS IS WITH ALL FAULTS” WITHOUT WARRANTY OF ANY KIND, AND EDX ON BEHALF OF ITSELF AND ITS LICENSORS AND EACH MEMBER HEREBY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT.  EDX DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APPLICATION, THAT THE FUNCTIONS CONTAINED IN THE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE APPLICATION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE APPLICATION WILL BE CORRECTED, OR THAT THE FUNCTIONS CONTAINED IN THE APPLICATION WILL FUNCTION WITH OTHER SOFTWARE OR HARDWARE, OR WITHIN A PARTICULAR SYSTEM.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EDX, A MEMBER, OR AN EDX AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE APPLICATION PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OFALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

6.  LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE,  IN NO EVENT SHALL EDX OR ITS LICENSORS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AFFILIATES OR MEMBERS BE LIABLE  FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOST TIME, LOST SAVINGS, LOSS OF DATA, DAMAGED DATA, INACCURATE DATA, FAILURE OF TELECOMMUNICATION SERVICES, LOST CONFIDENTIAL OR OTHER INFORMATION, OR FOR BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (TORT, CONTRACT OR OTHERWISE) AND EVEN IF EDX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.  THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

7.  INDEMNIFICATION.  You agree to indemnify, hold harmless, and defend edX, its licensors, agents, officers, directors, employees, successors, assigns, affiliates, and Members, from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorneys’ fees, asserted by any person, arising out of or relating to the breach of this EULA.

8.  EXPORT RESTRICTIONS.  You acknowledge that the Application is of U.S. origin, and agree to comply with all applicable international and national laws that apply to the Application, including the U.S. Export Administration Regulations, as well as end-user, end-use and country destination restrictions issued by the U.S. and other governments.

9.  GOVERNMENT END USERS.  IfYou are acquiring the Application on behalf of any unit or agency of the United States Government, it is provided to the Government only with restricted rights and limited rights.  Use, duplication, or disclosure by the Government is subject to restrictions set forth in FAR Sections 52-227-14 and 52-227-19 or DFARS Section 52.227-7013(C)(1)(ii), as applicable.  The Application and Application documentation, if any, are "Commercial Items," as that term is defined at 48 C.F.R. \A42.101, consisting of "Commercial Computer Application" and "Commercial Computer Application Documentation," as such terms are used in 48 C.F.R. \A41 2.21 2 or 48 C.F.R. \A4227.7202, as applicable.

10.  TERMINATION.  Without prejudice to any other rights, edX may terminate this EULA ifYou fail to comply with the terms and conditions of the EULA.  In such event, You must immediately remove the Application from Your mobile device including all of its component parts.

11.  ENTIRE AGREEMENT.  The EULA constitutes the entire agreement between the Parties related to the Application and supersedes any and all prior and contemporaneous oral or written understandings between the Parties relating to the subject matter hereof.

12.  MODIFICATIONAND WAIVER.  EdX reserves the right to modify this EULA at any time without advance notice to You. Any changes to this EULA will be effective immediately for new and current users, with an updated effective date. By continuing to use the Application after any changes have been made, you signify your agreement on a prospective basis to the modified EULA and all of the changes. You should return to this EULA periodically to ensure familiarity with the most current version.Any waiver shall be limited to the circumstance or event specifically referenced in the written waiver document and shall not be deemed a waiver of any other term in this EULA or of the same circumstance or event upon any recurrence thereof.

13.  BINDING EFFECT; VALIDITY.  This EULA shall be binding upon and inure to the benefit of the Parties’ respective successors or assigns. If any part of this EULA is determined to be invalid or unenforceable by a court of competent jurisdiction or by any other legal constituted body having the jurisdiction to make such determination, the remainder of this EULA shall remain in full force and effect.

14.  GOVERNING LAW AND JURISDICTION.  This EULA shall be deemed to have been made in the Commonwealth of Massachusetts and shall be governed by, construed, and interpreted in accordance with the laws of the Commonwealth of Massachusetts. With respect to any dispute, controversy, or claim arising out of or relating to this EULA or the relationship between the Parties, the Parties agree and consent to jurisdiction of and exclusive venue in the United States District Court, District of Massachusetts, BostonDivision or in the Boston Municipal Court. The EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. You hereby expressly waive Yourright to trial by jury.

15.  NO THIRD-PARTY BENEFICIARIES.  Use of the Application is for Your personal benefit.  This does not confer any rights to any other person or entity as a third-party beneficiary or otherwise.

16.  HEADINGS.  The headings of this EULA are for the purpose of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof.

17.  DATE.  This EULA was last updated on .