1. By downloading, accessing, or otherwise copying or using all or any portion of the Lipa Learning GLA Technology (as defined below), (1) you accept this Agreement on behalf of the entity for which you are authorized to act (e.g., an employer) and acknowledge that such entity is legally bound by this Agreement (and you agree to act in a manner consistent with this Agreement) or, if there is no such entity for which you are authorized to act, you accept this Agreement on behalf of yourself as an individual and acknowledge that you are legally bound by this Agreement, and (2) you represent and warrant that you have the right, power and authority to act on behalf of and bind such entity (if any) or yourself. You may not accept this Agreement on behalf of another entity unless you are an employee or other agent of such other entity with the right, power and authority to act on behalf of such other entity.
    If you are unwilling to accept this Agreement, or you do not have the right, power and authority to act on behalf of and bind such entity or yourself as an individual (if there is no such entity), do not install, download, access, or otherwise copy or use all or any portion of the Lipa Learning GLA Technology.
    The words “Lipa Learning”, “Lipa Learning GLA Technology” and “Licensee” and other capitalized terms used in this Agreement are defined terms. All definitions can be found in Section 1 below (if the terms are not defined in the main body of the Agreement).
  2. DEFINITIONS
    1. “Lipa Learning Deployment Software” means the Lipa Learning libraries and header files, in object code only, that are required to be incorporated into the Licensee Developed Product for the intended use;
    2. “Lipa Learning GLA Technology” means Lipa Learning’s proprietary animation technologies (including the technologies entitled “GLA”, “GLA convertor” and “GLA studio” and other future technologies of Lipa Learning) in object code form (and source code form to the extent provided by Lipa Learning under this Agreement), which allows users to develop interactive games for specified platforms, and includes the Lipa Learning Deployment Software, the Documentation and any Quick Fixes, updates and upgrades provided by Lipa Learning hereunder;
    3. “Bug” means any error, problem, or defect resulting from an incorrect functioning of the Lipa Learning GLA Technology or the Licensee Developed Product, as applicable. A “Bug” of the Lipa Learning GLA Technology may also mean any error, problem or defect resulting from an incorrect or incomplete statement or diagram in the Documentation, if such an error, problem or defect causes the Lipa Learning GLA Technology to fail to meet the specifications thereof as contained in the Documentation, causes the Documentation to be inaccurate or incomplete in any respect, causes incorrect results, or causes incorrect functions to occur when any such materials are used;
    4. “Documentation” means all technical, reference and installation manuals, user guides, published performance specifications and other written documentation provided by Lipa Learning generally to its licensees with respect to the Lipa Learning GLA Technology, along with any modifications and updates thereto;
    5. “End User” shall mean the third party who is using the Licensee Developed Product;
    6. “Fees” means the fees paid by the Licensee, as applicable, to acquire a license to the Learning GLA Technology;
    7. “License Agreement” means the License Agreement entered into between Lipa Learning and the Licensee governing, with this Agreement, the acquisition by the Licensee of licenses to the Lipa Learning GLA Technology;
    8. “Licensee” means you and, as applicable, the organization on behalf of which you act;
    9. “Licensee Developed Product” means the game or other interactive media product developed by or on behalf of the Licensee on the Licensee Platform as part of a Licensee project, and includes upgrades and Quick Fixes released by the Licensee;
    10. ”Licensee Platform” means the platform for which the Licensee is approved by the platform owner and on which a Licensee Developed Product is released;
    11. “License Types” means the license types defined in Section 2.2;
    12. “Support” means the support being offered by Lipa Learning for the Lipa Learning GLA Technology from time to time as indicated on its website at www.gla.bylipa.com/support;
  3. LICENSE GRANT
    1. Grant of License. Pursuant to this Agreement and subject to the payment of the appropriate Fees as set forth in the applicable License Agreement, Lipa Learning grants the Licensee a nonexclusive, nonsublicensable (except as provided herein), non-transferable (except as provided herein) limited license to install and operate the Lipa Learning GLA Technology within the scope of the License Type acquired by the Licensee and in accordance with the terms of its License Agreement with Lipa Learning.
    2. License Types. The License Types are the following:
      1. Trial License. If the Licensee has obtained a Trial License, the Licensee may install, use and operate the Lipa Learning GLA Technology (using animations with GLA watermark) in accordance with the Documentation for the purposes of evaluation, prototyping and testing the Lipa Learning GLA Technology for the Licensee’s internal use only with Licensee Developed Products. The Licensee may also use, reproduce and display the Lipa Learning Deployment Software as contained in such evaluations or demonstrations for the purposes of displaying functionality of such evaluation of Licensee Developed Products. The Licensee acknowledges that some of the functionalities of the Lipa Learning GLA Technology may not be available as part of the Trial License. If the Licensee has obtained a Trial License, the Licensee may also benefit from all rights pursuant to a Non-Commercial License, subject to the restrictions set out in Section 2.2.5) below. A Trial License is granted in perpetuity for each Licensee Developed Product.
      2. Full Commercial License. If the Licensee has obtained a Full Commercial License, the Licensee may (i) install, use and operate theLipa Learning GLA Technology in accordance with the Documentation, (ii) modify the Modifiable Source Code, and (iii) make a reasonable number of copies of the Lipa Learning GLA Technology for the purposes described above, all of the foregoing (A) for Licensee’s internal use only, (B) solely for the purposes of developing the Licensee Developed Product, and (C) solely for the purposes of debugging the Lipa Learning GLA Technology, performance balancing, code optimization, timing analysis and identifying Bugs and bottlenecks. In addition, the Licensee may, on the Licensee Platform, and in object code only: (i) use and reproduce the Lipa Learning Deployment Software for the purpose of and to the extent required to develop, test, demonstrate and support the Licensee Developed Product; and (ii) make, have manufactured (by third party contractors), reproduce, promote, display, advertise, provide previews and reviews on all media, publish, distribute, license and offer to license the Licensee Developed Product to End Users either as a stand-alone game or bundled with other software or hardware. The Lipa Learning Deployment Software is licensed for distribution as part of the Licensee Developed Product only and the Licensee is not entitled to distribute the Lipa Learning GLA Technology, or any portion thereof, in stand-alone form. A Full Commercial License is granted for all Licensee Developed Products.
      3. Limited Commercial License. If the Licensee has obtained a Limited Commercial License, the Licensee may (i) install, use and operate a limited version of the Lipa Learning GLA Technology (having to show the GLA logo in first screen of the Licensee Developed Product) in accordance with the Documentation, (ii) modify the Modifiable Source Code, and (iii) make a reasonable number of copies of the Lipa Learning GLA Technology for the purposes described above, all of the foregoing (A) for the Licensee’s internal use only, (B) solely for the purposes of developing the Licensee Developed Product, and (C) solely for the purposes of debugging the Lipa Learning GLA Technology, performance balancing, code optimization, timing analysis and identifying Bugs and bottlenecks. In addition, the Licensee may, on the Licensee Platform, and in object code only: (i) use and reproduce the Lipa Learning Deployment Software for the purpose of and to the extent required to develop, test, demonstrate and support the Licensee Developed Product; and (ii) make, have manufactured (by third party contractors), reproduce, promote, display, advertise, provide previews and reviews on all media, publish, distribute, license and offer to license the Licensee Developed Product to End Users either as a stand-alone game or bundled with other software or hardware. The Lipa Learning Deployment Software is licensed for distribution as part of the Licensee Developed Product only and the Licensee is not entitled to distribute the Lipa Learning GLA Technology, or any portion thereof, in stand-alone form. A Limited Commercial License may be used for commercial production, but any upgrade to the complete version of the Lipa Learning GLA Technology will require acquiring a Full Commercial License. A Limited Commercial License is granted for all Licensee Developed Products.
      4. Non-Commercial License. If the Licensee has obtained a Non-Commercial License, the Licensee may (i) install, use and operate the Lipa Learning GLA Technology in accordance with the Documentation, (ii) modify the Modifiable Source Code, and (iii) make a reasonable number of copies of the Lipa Learning GLA Technology for the purposes described above, all of the foregoing (A) for the Licensee’s internal use only, (B) solely for the purposes of developing the Licensee Developed Product, and (C) solely for the purposes of debugging the Lipa Learning GLA Technology, performance balancing, code optimization, timing analysis and identifying Bugs and bottlenecks. In addition, the Licensee may, on the Licensee Platform, and in object code only, to: (i) use and reproduce the Lipa Learning GLA Technology for the purpose of and to the extent required to develop, test, demonstrate and support the Licensee Developed Product and Add-ons; and (ii) make, have manufactured (by third party contractors), reproduce, promote, display, advertise, provide previews and reviews on all media, publish, distribute, license and offer to license the Licensee Developed Product to End Users either as a stand-alone game or bundled with other software or hardware. The Lipa Learning Deployment Software is licensed for distribution as part of the Licensee Developed Product only and the Licensee is not entitled to distribute the Lipa Learning GLA Technology, or any portion thereof, in stand-alone form. A Non-Commercial License does not grant any right to use the Lipa Learning GLA Technology in any commercial enterprise nor for any commercial production or sub-contracting. A Non-Commercial License is granted for all Licensee Developed Products.
    3. Additional Terms. the Lipa Learning GLA Technology (or portions thereof) are subject to the terms of the relevant License Agreement, may be subject to terms that are in addition to or different from the terms set forth in this Agreement. the Licensee agrees to comply with such terms. In the event of a conflict between the terms of a License Agreement and the terms hereof, the terms of the License Agreement shall prevail.
  4. OWNERSHIP
    1. Ownership. Notwithstanding anything else in this Agreement, Lipa Learning and its third party licensors retain (a) all title to, and, except as expressly licensed herein, all rights to the Lipa Learning GLA Technology, all copies and derivative works thereof (by whomever developed), and (b) all copyrights, patent rights, trade secret rights and other proprietary rights in the Lipa Learning GLA Technology. Except for Lipa Learning’s and its licensor’s retained rights in the underlying Lipa Learning GLA Technology as set forth and licensed to the Licensee herein, the Licensee shall own the copyright and all other intellectual property rights to the Licensee Developed Product. LICENSE RESTRICTIONS
  5. LICENSE RESTRICTIONS
    1. Restricted Countries. the Licensee and any third party developer that is granted rights under Section 4.2 agrees that any rights granted under Section 2.1 of this Agreement for the Lipa Learning GLA Technology requiring access to the Lipa Learning GLA Technology source code are restricted to personnel working in countries which are signatories to the Berne Convention for the Protection of Literary and Artistic Works at the time of such disclosure.
    2. Sub-Licensing. the Licensee may employ a third party developer, content creator or other third party entity and sub-license to the latter the rights granted by Lipa Learning under Section 2.1 solely for the purposes of developing the Licensee Developed Product and Add-ons. the Licensee may also employ sub-distributors, publishers, media writers and editors, advertising agencies, and resellers and sub-license the rights granted by Lipa Learning under Section 2.1 for purposes of exercising its distribution and “have made” rights thereunder. Any right of the Licensee to sub-license the rights granted hereunder is conditional upon such sub-licensees agreeing in writing to obligations which are at least as protective of Lipa Learning’s rights in and to the Lipa Learning GLA Technology and Proprietary Information as the terms and conditions set forth herein and provided that the Licensee remains liable for any breaches thereof.
    3. Restrictions on Use. Except as expressly provided herein, Licensee agrees not to (a) produce hard copy printed output of data from the Lipa Learning GLA Technology for reports and notes for purposes other than solely for reference purposes in connection with its own internal business, and which may not be published or supplied to any third party; (b) expose any underlying programming interfaces of the Lipa Learning GLA Technology in the Licensee Developed Product; (c) include any documentation relating to the Lipa Learning GLA Technology and sample application elements of the Lipa Learning GLA Technology with the Licensee Developed Product; and (d) remove or alter any copyright or other proprietary notice from the Lipa Learning GLA Technology and the Documentation; (e) disassemble, decompile or otherwise reverse engineer the Lipa Learning GLA Technology or otherwise attempt to learn the source code (to the extent not provided by Lipa Learning), or algorithms underlying the Lipa Learning GLA Technology, to the maximum extent allowed under applicable law; (f) rent, lease or otherwise provide temporary access to the Lipa Learning GLA Technology otherwise than as specifically authorized herein; (g) copy, alter or modify the Lipa Learning GLA Technology otherwise than as specifically authorized herein, or (h) authorize or allow others to do any of the foregoing.
    4. Notice. The Licensee agrees to promptly notify Lipa Learning if the Licensee becomes aware of any unauthorized use of the whole or any part of the Lipa Learning GLA Technology by any third party.
  6. TRADEMARK LICENSE
    1. Each of Lipa Learning and the Licensee owns the trademarks, logos and trade names (collectively, “Marks”) for their respective products and/or services, including, but not limited to the Licensee Developed Product and the Lipa Learning GLA Technology. No license to use the Marks is granted under this Agreement.
  7. MODIFIABLE SOURCE CODE
    1. Support. Should the Licensee encounter any issues surrounding the Modifiable Source Code, or should the Licensee have any suggestion to improve the Modifiable Source Code, the Licensee will make its best efforts to submit any such issues or suggestions to Lipa Learning for resolution. Lipa Learning undertakes to take all reasonable actions to address these issues in a timely manner. Should the urgency of the changes required not allow the Licensee to contact Lipa Learning for resolution, or should Lipa Learning fail to address these issues in a timely manner, the Licensee may make changes to the Modifiable Source Code internally. Should the Licensee make any Licensee Source Code Changes to the Modifiable Source Code and as a result of these changes all or part of the Lipa Learning GLA Technology fails to function according to the Documentation, Lipa Learning reserves the right to no longer provide Support to the Licensee for these changes, or more globally for the Lipa Learning GLA Technology for those Licensee Developed Products which incorporate such Licensee Source Code Changes.
    2. Improvements to the Modifiable Source Code. The Licensee will make reasonable efforts to share information about the Licensee Source Code Changes it makes to the Modifiable Source Code, in order for Lipa Learning to be able to maintain supporting the Licensee and to improve the Lipa Learning GLA Technology.
    3. Title to the Licensee Source Code Changes. Title to the Licensee Source Code Changes, and all rights in and to any patent, trademark, copyright or other intellectual property right therein, shall at all times remain with the Licensee. However, if the Licensee wants Lipa Learning to support such changes, then delivery by the Licensee to Lipa Learning of such Licensee Source Code Changes shall be deemed to include an assignment to Lipa Learning of all of the Licensee’s rights, title and interest therein, pursuant to which Lipa Learning may incorporate such changes in the public version of the Lipa Learning GLA Technology at its sole discretion. If the Licensee does not want such changes to be incorporated in the public version of the Lipa Learning GLA Technology, but still wants to benefit from support for same, the Licensee acknowledges that (i) the support of such Licensee Source Code Changes remains at Lipa Learning’s sole discretion and (ii) if Lipa Learning agrees to support same, such support will be subject to additional fees payable to Lipa Learning. Nothing herein shall affect or impair Lipa Learning’s ownership rights in the Lipa Learning GLA Technology.
  8. SUPPORT
    1. Lipa Learning may provide Support and/or maintenance for the Lipa Learning GLA Technology as described on Lipa Learning’s website at www.gla.bylipa.com/support (“Support”), in accordance with the then current applicable conditions set forth on www.gla.bylipa.com/support. The Licensee assumes all risks arising from the Licensee's failure to implement updates and any other Quick Fixes released by Lipa Learning.
  9. PROPRIETARY INFORMATION
    1. Proprietary information. The Licensee acknowledges that pursuant to this Agreement it will be receiving information which is proprietary and confidential to Lipa Learning and, in the case of the Lipa Learning GLA Technology (including without limitation its underlying logic and concepts), is a confidential trade secret and valuable asset of Lipa Learning which may be the subject of one or more patent applications, all of which Lipa Learning wishes to protect from public disclosure (“Proprietary Information”). “Proprietary Information” shall also include (i) any information designated as confidential by Lipa Learning, (ii) the economic terms of this Agreement, (iii) any information relating to Lipa Learning’s products, plans, product designs, product costs, product prices, product names, finances, marketing plans, business opportunities, business plan, personnel, research, development, or know-how and (iv) any License Key provided by Lipa Learning to Licensee hereunder.
    2. Exclusions. Each party acknowledges that the following will not be considered “Proprietary Information” for the purposes of this Agreement: (a) information which is publicly available in the public domain at the time it is communicated to the Licensee by Lipa Learning; (b) information which is or becomes publicly available or public domain information through no fault of the Licensee subsequent to the time it is communicated to the Licensee by Lipa Learning; (c) information which is in the Licensee’s possession free of any obligation of confidence to Lipa Learning at the time it is communicated to the Licensee by Lipa Learning; (d) information which is rightfully communicated to the Licensee free of any obligation of confidence subsequent to the time it is communicated to the Licensee by Lipa Learning; (e) information which was independently developed by the Licensee without use of the other party’s Proprietary Information; or (f) information which is required to be disclosed pursuant to law or to the order, requirement or request of a court or government authority.
    3. Restrictive Use Conditions. The Licensee (i) will hold such Proprietary Information in confidence and will not disclose it, except to its employees, officers or authorized representatives and those of its authorized sub-licensees with a need to know for purposes of exercising their rights and fulfilling their obligations hereunder, who are similarly bound to hold the Proprietary Information in confidence, (ii) shall prevent inadvertent or unauthorized disclosure or dissemination of any Proprietary Information, and (iii) agrees to take appropriate action with its employees, officers and authorized representatives and those of its authorized sub-licensees to satisfy its obligations under this Agreement with respect to the use, copying, modification, protection and security of the Proprietary Information.
    4. Notice and Return of Information. The Licensee shall notify Lipa Learning immediately upon discovery of any unauthorized use or disclosure of Proprietary Information, and will cooperate with Lipa Learning in every reasonable way to help Lipa Learning regain possession of the Proprietary Information and prevent its further unauthorized use. The Licensee shall return all originals, copies, reproductions and summaries of Proprietary Information at Lipa Learning’s request or, at Lipa Learning’s option, certify destruction of the same with the sworn statement of one of its officers, except where same is required for the exercise of the Licensee’s rights under this Agreement.
    5. Rights and Remedies. The Licensee acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Proprietary Information and that Lipa Learning shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
  10. WARRANTY AND DISCLAIMER
    1. Warranty. Lipa Learning warrants that:
      1. it has the right and authority to grant the rights granted to the Licensee hereunder in the Lipa Learning GLA Technology
      2. it is under no contractual or other legal obligation which would interfere in any way with the full, prompt, and complete performance of its obligations pursuant to this Agreement;
      3. as and when available to the Licensee, the Lipa Learning GLA Technology (other than any game engine integration code) will perform in all material respects in accordance with the Documentation for a period of 90 days from the date of first download by the Licensee.
    2. Infringement. In the event that any part of the Lipa Learning GLA Technology (other than Open Source Components and Third Party Plug-ins) becomes, or Lipa Learning believes that it is likely to become, the subject of an infringement claim, Lipa Learning may at its option either (i) secure the Licensee’s right to continue using such part of the Lipa Learning GLA Technology, (ii) replace or modify it to make it non-infringing (in ways not materially adversely affecting the utility of such part of the Lipa Learning GLA Technology), or if none of the foregoing alternatives is reasonably available to Lipa Learning, (iii) terminate this Agreement upon one (1) months’ notice. In the event of termination of this Agreement by Lipa Learning, the Licensee shall be entitled to a refund of the Fees paid for the Lipa Learning GLA Technology for the Licensee Developed Products that are not already released or for which the development cannot be completed using the Lipa Learning GLA Technology, at the Licensee’s discretion. Section 11.4 shall apply to any termination hereunder.In addition, Lipa Learning at its own expense shall defend any action brought against the Licensee, to the extent that it is based on a claim that the Lipa Learning GLA Technology used within the scope of the license granted hereunder infringes a third-party patent or copyright in the Czech Republic and shall hold the Licensee harmless from any liability for any costs and damages ordered by a court as a result of such a claim or resulting from the settlement thereof, provided the Licensee notifies Lipa Learning promptly in writing of the action (and all prior claims relating to such action) and Lipa Learning has sole control of the defense and all negotiations for settlement or compromise of the claim. Lipa Learning shall have no liability for any claim of infringement based on (i) use of other than the current release of the Lipa Learning GLA Technology unaltered by anyone except Lipa Learning, if such infringement would have been avoided by the use of such current unaltered release, unless such release has been made available after the gold master of the Licensee Developed Product has been completed (ii) use or combination of the Lipa Learning GLA Technology with programs or data not supplied by Lipa Learning to the extent such use or combination caused the infringement, (iii) use of any game engine integration provided with the Lipa Learning GLA Technology or (iv) use of the Open Source Components or Third Party Plug-ins. The remedies set forth in this Section 9.2 constitute the sole remedies of the Licensee and Lipa Learning’s exclusive liability with respect to claims for infringement of proprietary rights of third parties.
    3. DISCLAIMER. EXCEPT AS SET OUT IN THIS SECTION 9, THE LIPA LEARNING GLA TECHNOLOGY IS PROVIDED “AS IS” AND “WHERE IS” BY Lipa Learning AND IS ACCEPTED AS SUCH BY THE LICENSEE. Lipa Learning DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES RELATING TO THE LIPA LEARNING GLA TECHNOLOGY AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND NON-INFRINGEMENT. LIPA LEARNING DOES NOT WARRANT THAT THE LIPA LEARNING GLA TECHNOLOGY OR DOCUMENTATION WILL MEET THE LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION OF THE LIPA LEARNING GLA TECHNOLOGY AND THE DOCUMENTATION WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT WITH RESPECT TO SECTION 10 BELOW, THE LICENSEE AGREES THAT LIPA LEARNING WILL NOT BE LIABLE FOR ANY DAMAGES THAT THE LICENSEE OR ITS END USERS OR ITS GAME PLAYERS MAY INCUR ARISING OUT OF THE USE OR INABILITY TO USE THE LIPA LEARNING GLA TECHNOLOGY OR THE LICENSEE DEVELOPED PRODUCT.
  11. LIMITATION OF LIABILITY
    1. EXCEPT WITH REGARD TO LIPA LEARNING’S INDEMNIFICATION AND DEFENSE OBLIGATIONS AS SPECIFICALLY PROVIDED IN THIS AGREEMENT WITH RESPECT TO THE LIPA LEARNING GLA TECHNOLOGY AND THE PARTIES’ OBLIGATIONS UNDER SECTION 8, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF PROPERTY, EQUIPMENT, INFORMATION OR DATA, LOSS OF PROFITS, REVENUE OR GOODWILL OR COST OF REPLACEMENT SERVICES OCCASIONED BY ANY DEFECT IN THE LIPA LEARNING GLA TECHNOLOGY OR ANY THIRD PARTY PLUG-IN, THE INABILITY TO USE TECHNOLOGY OR SERVICES PROVIDED HEREUNDER OR ANY OTHER CAUSE WHATSOEVER WITH RESPECT TO THE LIPA LEARNING GLA TECHNOLOGY, THIRD PARTY PLUG-INS OR THIS AGREEMENT, REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE OTHER PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
    2. EXCEPT WITH REGARD TO LIPA LEARNING’S INDEMNIFICATION AND DEFENSE OBLIGATIONS AS SPECIFICALLY PROVIDED IN THIS AGREEMENT WITH RESPECT TO THE LIPA LEARNING GLA TECHNOLOGY, THE PARTIES’ OBLIGATIONS UNDER SECTION 8 AND THE USE BY THE LICENSEE OF THE LIPA LEARNING GLA TECHNOLOGY BEYOND THE SCOPE OF THE LICENSE RIGHTS GRANTED HEREUNDER, IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID OR DUE BY THE LICENSEE TO LIPA LEARNING FOR THE RELEVANT LICENSEE DEVELOPED PRODUCT, AS APPLICABLE, DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO SUCH CLAIM. NOTWITHSTANDING THE FOREGOING, LIPA LEARNING SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO THE LICENSEE OR END USERS’ USE OR INABILITY TO USE THIRD PARTY PLUG-INS AND ANY CLAIM FROM THE LICENSEE IN THIS REGARD SHALL BE DIRECTLY TO THE RELEVANT THIRD PARTY LICENSOR.
  12. TERM AND TERMINATION
    1. Term. Unless terminated earlier as provided herein, this Agreement shall commence upon acceptance of this Agreement and shall continue, for each license acquired, for the term set out in the description of the relevant License Type
    2. Termination. Lipa Learning may terminate this Agreement and any license granted hereunder if the Licensee materially breaches this Agreement and such material breach, if curable, is not cured within thirty (30) days of written notice describing the breach.
    3. Effect of Termination/Expiration. Upon the expiration or termination of this Agreement or any of the licenses granted hereunder all of the Licensee’s rights hereunder shall terminate except as set out in Section 11.4; and (b) within fifteen (15) days of the expiration or termination date the Licensee shall, at its own expense, and at Lipa Learning’s sole option, either return all copies of the Lipa Learning GLA Technology in its possession or control, or, shall destroy all copies of the Lipa Learning GLA Technology in its possession or control.
    4. Retained Rights after Termination. For the avoidance of doubt, upon expiration or termination of this Agreement:
      1. except in relation to termination by reason of the Licensee’s breach:
        1. The Licensee shall be entitled to complete the development of the Licensee Developed Product(s) for which Fees have already been paid in full, as applicable, and all the terms and conditions of this Agreement related to the exercise of the Licensee’s development rights under Section 8 shall be deemed to survive until such development is completed, provided that Support and maintenance shall only be provided if the relevant Fees are paid; and
        2. The Licensee shall be entitled to continue distributing the Lipa Learning GLA Technology and Third Party Plug-ins as same is integrated into a Licensee Developed Product(s) the development of which was completed at the time of expiration or termination or completed pursuant to Section 11.4a)A above, and all the terms and conditions of this Agreement governing the exercise of the Licensee’s distribution rights under Section 8 shall be deemed to survive as long as the Licensee Developed Product is distributed; and
      2. End Users shall be entitled to continue to use the Licensee Developed Product (which incorporates the Lipa Learning GLA Technology and Third Party Plug-ins); and
      3. nothing in this Section shall be deemed to require that the Licensee recall any Licensee Developed Product that is already in the market.
    5. Survival. Section 1 (Definitions), Section 3 (Ownership), Section 4.1 (Restrictions on use), Section 5 (Trademark License), Section 6 (Modifiable Source Code), Section 8 (Proprietary Information), Section 9 (Warranty and Disclaimer), Section 10 (Limitation of Liability), Section 11.4 (Retained Rights after Termination), this Section 11.5 (Survival) and Section 12.7 (Governing Law) shall survive the termination or expiration of this Agreement in accordance with their terms.
  13. MISCELLANEOUS
    1. New EULA. The text of this Agreement may be amended from time to time by Lipa Learning. Such amendments will become effective and enforceable against the Licensee upon express acceptance of same either through the execution of a written instrument to that effect or the acceptance of the new terms through Lipa Learning GLA Technology’s installation process.
    2. Waiver. Any failure to enforce by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not be deemed or construed to be a waiver of such term or condition or any subsequent breach thereof.
    3. Notices. Any notice under this Agreement will be in writing and will be personally delivered, sent by a reputable overnight mail service or by registered mail, or by facsimile confirmed by registered mail, to the other party. Notices will be deemed effective (a) three (3) working days after deposit, postage prepaid, if mailed, (b) the next day if sent by overnight mail, or (c) the same day if sent by facsimile and confirmed as set forth above. A copy of any notice will be sent to the following: Notice to Lipa Learning: Lipa Learning Pod Krejcárkem 975/2, 130 00 Praha 3 Czech republic Notice to the Licensee: at the address provided by the Licensee to Lipa Learning.
    4. Assignment. This Agreement or any licenses granted hereunder may not be assigned or sublicensed by the Licensee in whole or in part other than as provided hereunder (by contract, merger, operation of law or otherwise) without the prior written consent of Lipa Learning, such consent not to be unreasonably withheld or delayed. Lipa Learning may assign this Agreement with notice to the Licensee in the event of a merger, acquisition or similar corporate activity provided that the surviving entity agrees to be bound by the terms of this Agreement. This Agreement shall be binding upon and inure for the benefit of the successors in title of the parties hereto.
    5. Export. The Licensee agrees to comply with all export laws, restrictions, national security controls and regulations of the Czech Republic or other applicable national or foreign agency or authority, and not to export or re-export, or allow the export or re-export of any proprietary information or any copy or direct product thereof in violation of any such restrictions, laws or regulations.
    6. Independent Contractors. Each party will act at all times as an independent contractor and will have no right or authority to act on behalf of, create any obligation for, or bind the other party in any way. Nothing in this Agreement will be deemed to create a partnership or joint venture between the parties.
    7. Governing Law. This Agreement shall not be modified or amended except in writing and signed by both parties. This Agreement will be governed by and construed under the laws of the Czech Republic applicable therein and the parties hereto submit to the exclusive jurisdiction of the courts of the Czech Republic.