ATTENTION!
BY CLICKING THE “I AGREE” SELECTION, YOU HEREBY AGREE TO AND
CONSENT TO THE FOLLOWING TERMS AND CONDITIONS.
BY CLICKING THE “I AGREE” SELECTION,
YOU INTEND THAT THIS ACT CONSTITUTE
YOUR “ELECTRONIC SIGNATURE” ON THIS AGREEMENT.
1. Ownership
It is hereby understood and agreed by you (hereinafter “Licensee”) that Ohio University (hereinafter “University”), is the owner of all right, title, and interest, including patent and copyrights, to the Software (Alien RFID Wedge, hereinafter the “Software”) recorded on the enclosed media and all subsequent copies thereof, regardless of the media or form in which the original disk or copies may exist. You agree that through your license of this product, you do not acquire any ownership rights to the Software. The Licensee owns the media on which the Software is recorded, but the University retains ownership of all copies of the Software itself. The Licensee assumes sole responsibility for the installation, use and results obtained from use of the Software.
2. License
A. In consideration of the payment of a license fee, Licensor hereby grants Licensee a nonexclusive right to use and display a single copy of the Software on a single computer(s) on a single video screen(s) at a single location (hereinafter the “Site”). This grant is limited to Licensee’s use at the Site and does not authorize Software use by employees or third parties not located at the Site via the Internet or any other means.
B. Licensee may make one copy in machine-readable form solely for backup or archival purposes for the computer that the Software is installed. The Software is protected by copyright law. As an express condition of this License and due to Licensor’s copyrights in the Software, the Licensee must reproduce on the copy Licensor’s copyright notice and any other proprietary legends on the original copy supplied by Licensor. A copyright notice, for example “© 2003, Ohio University”, placed in the software or on the printed material is a sufficient notice when conspicuously displaced with such copy.
C. Licensee shall retain in the Software the copyright, trademark, or other notices pertaining to the Software as provided by Licensor. Licensee shall not use any trademark, service mark, brand, trade name of other name of the University or LICENSOR or any abbreviation thereof, or the names of any University or LICENSOR personnel, projects, services or Software identifiers without prior written approval from Licensor except as necessary for reporting to governmental regulatory authorities or as provided within the copyright notice shown above.
D. All rights not expressly granted are hereby reserved by Licensor.
3. Term
A. The license is effective from the time the Software is initially installed by Licensee and continues until terminated. Licensee may terminate it at any time by destroying the Software together with all copies thereof.
B. This license will terminate upon conditions set forth elsewhere within this Agreement or if Licensee fails to comply with any term or condition of this Agreement. In such event, no notice shall be required by Licensor to effect such termination.
C. Upon termination of this agreement, Licensee agrees to destroy the Software together with all backup copies, modifications, printed or written materials, and merged portions in any form, or return same to Licensor at Licensee's expense.
4. Restrictions on Use
A. Licensee may physically transfer the Software between computers provided that its use comports with Section 2 above.
B. Except for the initial loading of the Software on a hard disk or for archival/backup purposes as provided for above, Licensee shall not, without Licensor's express written consent:
- Copy or reproduce the Software;
- Electronically transfer the Software through a LAN (local area network) or other network system or though any computer subscriber system or "bulletin board" system;
- Modify, adapt or create derivative works based on the Software or any accompanying materials; or,
- Disassemble, decompile, or otherwise reverse engineer the Software.
C. Licensee shall not distribute or publish the Software or any copies thereof, in whole or in part, without prior written permission of Licensor.
D. Licensee shall exercise due care in protecting Software from disclosure to third parties, at least to the degree it exercises care in protecting its own proprietary information.
5. Restrictions on Transfer
A. Licensee may not assign, license or otherwise transfer the Software and this license to another party regardless of whether or not the other party agrees to accept the terms and conditions of this Agreement.
B. Licensee shall not sublicense, assign, or transfer the license or the Software except as expressly provided in this Agreement. Any attempt otherwise to sublicense, assign, or transfer any of the rights, duties, or obligations hereunder terminates this license.
6. Updates
In the event that upgraded versions of the Software are developed, Licensor may, at its sole discretion, make such updates available to those Licensees that have completed and returned a registration card, paid any required fees, and returned the original Software to Licensor.
7. Indemnification
A. Licensee shall indemnify and hold harmless LICENSOR, its officers, Software developers, faculty, Board, employees, students, and agents, against any and all claims, suits, losses, damages, costs, fees, and expenses resulting from Licensee’s possession and/or use of the Software, including but not limited to any damages, losses, or liabilities whatsoever with respect to death or injury to any person and damage to any property. This indemnification clause shall survive the termination of this Agreement.
8. No Warranty and Disclaimer
A. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, PERTAINING TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SOFTWARE, OR ANY OTHER SERVICES OR PRODUCTS OTHERWISE PROVIDED TO LICENSEE UNDER THIS AGREEMENT. LICENSOR AND UNIVERSITY DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
B. The Software has been developed as part of research conducted at the University. Licensee shall assume responsibility for the selection of the Software and for the installation, use, and results obtained from the Software. The Software is experimental in nature and is made available “AS IS,” without obligation by LICENSOR to provide accompanying services or support except as specified in this Agreement.
C. Licensee acknowledges its responsibility for determining whether Software and its Data Analysis meet state, federal, or local regulatory requirements. Software may not meet the requirements of some state or local jurisdictions or other applicable institutional policies.
D. The entire risk as to the quality and performance of the Software is with the Licensee. Should the Software prove defective an any manner, Licensee shall assume the entire cost of all necessary servicing, repair, correction, or other related costs.
9. Remedies and Limitation of Liability
A. If within 30 days from receipt of the Software, Licensee is dissatisfied with the Software for any reason, Licensee may request that the Software be replaced or Licensee may return the Software, CERTIFIED MAIL, RETURN RECEIPT REQUESTED, for a full refund of the licensee fee. This section contains Licensor's entire liability and describes Licensee's exclusive remedy under this Agreement. It is further understood and agreed that the University shall have no liability under this agreement.
B. IN NO EVENT WILL LICENSOR, UNIVERSITY, ITS FACULTY, OFFICERS, BOARD, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE EVEN IF LICENSOR OR ITS AUTHORIZED DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
C. Upon breach of any term of this agreement by Licensee, Licensor may immediately terminate this agreement and revoke the license granted to Licensee.
D. The terms and conditions of this agreement are of a special character and provide an important and valuable advantage to Licensor. Breach of this agreement would create damages to Licensor that are not readily ascertainable and cannot be adequately remedied at law. Therefore, Licensee agrees that Licensee’s beach of this agreement entitles Licensor injunctive and equitable relief without bond of other security in the event of a breach or threat of breach by Licensee.
E. Any termination or suspension hereunder will not limit or affect Licensor’s right to recover amounts owed by Licensee or other remedies at equity or law.
10. Questions
The Software is provided without a requirement to provide technical support. However, for one year from the date of purchase, Licensor shall endeavor to provide Licensee answers to inquiries made in the form of electronic mail. However, any such instruction by Licensor shall be on an “as available” basis, and limited to within the first year following Licensee’s receipt of the Software. Questions must be sent to the following email address:
autoid@ohio.edu
11. Jurisdictions and disputes
A. This Agreement shall be governed by the laws of the State of Ohio.
B. All disputes hereunder shall be resolved in the applicable state or federal courts of the State of Ohio. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
C. Any suit, action, or proceeding arising out of or relating to this Agreement shall be decided in Athens County, Ohio. Licensee accepts the venue and jurisdiction of the Federal District Court of Ohio or the Athens County Courts.
12. General
A. No omission or delay of either party hereto in requiring due and punctual fulfillment of the obligations of any other party hereto shall be deemed to constitute a waiver by such party of its rights to require such due and punctual fulfillment, or of any other of its remedies hereunder. Amendments to this Agreement must be in writing, reference this Agreement, and be signed by duly authorized representatives of Licensor and Licensee except as follows:
1. Addenda provided to Licensee by Licensor solely for the purposes of adding functional enhancements to the Software; and
2. Amendments made by Licensor as provided herein to bring Licensor and Licensee into compliance with state and federal law as Licensor’s sole option.
B. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.
C. This Agreement does not create a joint venture or partnership between the Licensor and Licensee, and each will act independently of the other. Neither party is empowered to bind or commit the other to any contract or other obligation.
D. This Agreement embodies the entire understanding of the parties and supersedes all previous communications, representations, or understandings, either oral or written, between the parties relating to the subject matter hereof. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors, and assigns.
E. Licensor reserves the right to amend any terms of this Agreement, as advised by the Ohio State Office of the Attorney General, in order to bring Licensor and/or Licensee into compliance with state and federal law. Licensor may make reasonable efforts to contact Licensee based on readily available Contact information (provided by Licensee) and may post a notice of any changes to the Agreement on its then current licensing website. It is Licensee’s responsibility to make any necessary changes in a timely fashion to comply with the amended Agreement.
F. Licensee shall be responsible for any taxes, customs duties, or other charges associated with payments made under this Agreement.
G. The headings in this Agreement are for purposes of reference only and shall not in any way limit or otherwise affect the meaning or interpretation of any of the terms herein.
H. Neither party shall be liable to the other for any failures or delays arising out of conditions beyond its reasonable control, including, but not limited to, work stoppages, fire, civil disobedience, delays associated with hardware malfunction, riots, rebellions, storms, electrical failures, acts of God and similar occurrences. Performance times under this Agreement shall be considered extended for a period of time equivalent to the time lost because of any failure or delay; provided, however, that if any such failure or delay shall in the aggregate, last for a period of more than fifteen (15) days, the party not relying on the failure or delay, at its option, may terminate this Agreement.
