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Preamble: This Agreement governs the relationship between anyone using the software (hereinafter: Licensee), and Delphi M.E., LLC whose principal place of business is 1754 E 260 N, Spanish Fork UT at the time this license was drafted (hereinafter: Licensor). This Agreement sets the terms, rights, restrictions and obligations on using the Delphinium software (hereinafter: The Software) created and owned by Licensor, as detailed herein.

  1. License Grant: Licensor hereby grants Licensee access to a Personal, Non-assignable & Non-transferable, Non-commercial copy of Delphinium Gamification Engine; Non-exclusive license, all in accordance with the terms set forth and other legal restrictions set forth in 3rd party software used while running Software.
    1. Limited: Licensee may use Software for the purpose of:
      1. Publishing Software’s output to Licensee and 3rd Parties for service of the Licensee;
    2. Non-Assignable & Non-Transferable: Licensee may not assign nor transfer rights and duties under this license.
    3. Non-Commercial: Licensee may not use Software for commercial purposes. For the purpose of this license, commercial purposes means not part of Licensee’s curriculum.
  2. Term & Termination:
    1. The Term of this license shall be until the end dates defined in an invoice paid by Licensee, or the end of a mutually agreed upon demonstration period. Licensor may terminate this Agreement, including Licensee’s license in the case where Licensee:
      1. Became insolvent or otherwise entered into any liquidation process; or
      2. Exported the Software to any jurisdiction where licensor may not enforce his rights under this agreement in; or
      3. Licensee was in breach of any of this license's terms and conditions and such breach was not cured, immediately upon notification; or
      4. Licensee in breach of any of the terms of clause 2 to this license; or
      5. Licensee otherwise entered into any arrangement which caused Licensor to be unable to enforce his rights under this License.
    2. Upon termination of this license, Licensor shall immediately cease providing the SaaS Services unless a new license or agreement is made.
    3. Upon termination of this license and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.
  3. Upgrades, Updates and Fixes: Licensor may provide Licensee, from time to time, with Upgrades, Updates or Fixes, as detailed herein and according to Licensor’s sole discretion. Licensor shall provide any update or fix free of charge; however, nothing in this Agreement shall require Licensor to provide updates or fixes
    1. Upgrades: for the purpose of this license, an Upgrade shall be a material amendment in The Software, which contains new features and or major performance improvements
    2. Updates: for the purpose of this license, an update shall be a minor amendment in The Software, which may contain new features or minor improvements.
    3. Fix: for the purpose of this license, a fix shall be a minor amendment in The Software, intended to remove bugs or alter minor features which impair The Software's functionality.
  4. Support: Software is provided under an AS-IS basis and is supported only to the extent detailed in this agreement.
    1. Bug Notification: Licensee may provide Licensor of details regarding any bug, defect or failure in The Software promptly and with no delay from such event; Licensee shall comply with Licensor's request for information regarding bugs, defects or failures and furnish them with information, screenshots and try to reproduce such bugs, defects or failures.
    2. Feature Request: Licensee may request additional features in Software, provided, however, that (i) Licensee shall waive any claim or right in such feature should feature be developed by Licensor; (ii) Licensee shall be prohibited from developing the feature, or disclose such feature request, or feature, to any 3rd party directly competing with Licensor or any 3rd party which may be, following the development of such feature, in direct competition with Licensor; (iii) Licensee warrants that feature does not infringe any 3rd party patent, trademark, trade-secret or any other intellectual property right; and (iv) Licensee developed, envisioned or created the feature solely by themselves.
  5. Liability: To the extent permitted under Law, The Software is provided under an AS-IS basis. Licensor shall never, and without any limit, be liable for any damage, cost, expense or any other payment incurred by Licensee as a result of Software’s actions, failure, bugs and/or any other interaction between The Software and Licensee’s end-equipment, computers, other software or any 3rd party, end-equipment, computer or services. Moreover, Licensor shall never be liable for any defect in source code written by Licensee when relying on The Software or using The Software’s source code.

  6.  Warranty:
    1. Intellectual Property: Licensor hereby warrants that The Software does not violate or infringe any 3rd party claims in regards to intellectual property, patents and/or trademarks and that to the best of its knowledge no legal action has been taken against it for any infringement or violation of any 3rd party intellectual property rights.
    2. No-Warranty: The Software is provided without any warranty; Licensor hereby disclaims any warranty that The Software shall be error free, without defects or code which may cause damage to Licensee’s computers or to Licensee, and that Software shall be functional. Licensee shall be solely liable to any damage, defect or loss incurred as a result of operating software and undertake the risks contained in running The Software on License’s Server[s] and Website[s].
    3. Prior Inspection: Licensee hereby states that they inspected The Software thoroughly and found it satisfactory and adequate to their needs, that it does not interfere with their regular operation and that it does meet the standards and scope of their computer systems and architecture. Licensee found that The Software interacts with their development, website and server environment and that it does not infringe any of End User License Agreement of any software Licensee may use in performing his services. Licensee hereby waives any claims regarding The Software's incompatibility, performance, results and features, and warrants that he inspected The Software.
  7. No Refunds: Licensee warrants that they inspected The Software according to clause 6(c) and that it is adequate to their needs. Accordingly, as The Software is intangible goods, Licensee shall not be, ever, entitled to any refund, rebate, compensation or restitution for any reason whatsoever, even if The Software contains material flaws.

  8. Indemnification: Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it regarding Licensee’s use of The Software in means that violate, breach or otherwise circumvent this license, Licensor's intellectual property rights or Licensor's title in The Software. Licensor shall promptly notify Licensee in case of such legal action and request Licensee’s consent prior to any settlement in relation to such lawsuit or claim.
  9. Governing Law, Jurisdiction: Licensee hereby agrees not to initiate class-action lawsuits against Licensor in relation to this license and to compensate Licensor for any legal fees, cost or attorney fees should any claim brought by Licensee against Licensor be denied, in part or in full.