END-USER LICENSE AGREEMENT

 

IMPORTANT! READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and Ohio State Innovation Foundation (“OSIF”) for the use of certain “Works” that have been made in the course of research at Ohio State and any associated materials provided therewith (collectively, the “Software”).

 

1.         ACCEPTANCE OF THIS EULA.  YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA UPON THE EARLIER OF: (A) INSTALLING, COPYING, OR OTHERWISE USING ANY OF THE SOFTWARE OR (B) ACKNOWLEDGING THAT YOU HAVE READ THIS EULA AND CLICKING BELOW TO ACCEPT THE TERMS OF THE EULA.  IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, COPY, OR USE THE SOFTWARE, AND DO NOT CLICK TO INDICATE ACCEPTANCE OF THIS EULA.

 

2.         GRANT OF LICENSE.  This EULA is personal to you, and OSIF grants to you and only you the following rights, provided that you comply with all terms and conditions of this EULA:

 

2.1      Single Site License.  If you have paid for a single site license, you may use, access, display, install or run one (1) copy of the Software.  To the extent applicable, the Software may be used, accessed, installed and run on a single device, such as a computer, workstation, terminal or other device (“Computer”). The Software may not be used by more than one processor at any one time on any single Computer.  You may also store or install a copy of the Software on a storage device, such as a network server, used only to install or run the Software on your other Computers over an internal network; however, you must pay for additional licenses for each separate Computer on or from which the Software is installed, used, accessed, displayed or run. A license for the Software may not be shared or used concurrently on different Computers.

 

2.2      Multi-User Site License.  If you have paid for a multi-user site license, you may use, access, display, install or run multiple copies of the Software up to the number of users for which you have paid (“Allowed Users”).  To the extent applicable, the Software may be used, accessed, installed and run on multiple Computers so long as you do not exceed the number of Allowed Users. You may also store or install a copy of the Software on a storage device, such as a network server, used to permit the Allowed Users to run the Software on an internal network.  A multi-user site license allows the Software to be shared or used concurrently on different Computers but only at the authorized site listed at the time you download the Software so long as the number of Allowed Users is not exceeded.  If you need to change the authorized site, you should contact OSIF as provided in Section 21.

 

2.3      Other Restrictions.  The license granted to you is limited and is non-sublicensable, non-transferable, non-assignable, and nonexclusive.  Your use of the Software is further limited in accordance with the restrictions noted when you agreed to this EULA, unless the Software is accompanied by a separate license agreement or as otherwise provided in any documentation that accompanies the Software, in which case the terms of that separate license agreement or documentation will govern, subject to your prior acceptance of that separate license agreement or documentation. .

 

3.         PRIVACY. The Ohio State University is committed to protecting the privacy of website visitors as well as the privacy of our students, faculty & staff, alumni and friends. This privacy statement describes the type of information that may be collected from visitors to Ohio State’s websites. Ohio State University does not sell or rent website visitor information and does not share website visitor information except as compelled by law. This privacy statement is updated as necessary to reflect current collection methods and usage of website visitor information.

 

Anonymous information: Ohio State may collect and store from website visitors: Referrer pages, date/time stamps, pages requested, browser & computer information, user agent, headers, files downloaded, and any errors encountered.

 

Personal information: Ohio State may collect and store personal identifying information, such as name, username, email address, IP address, social network account information and activity, mailing address, and telephone numbers.

 

Ohio State may use network, server and browser technologies to collect website visitor information, including:

Cookies: https://en.wikipedia.org/wiki/HTTP_cookie

Scripts: https://en.wikipedia.org/wiki/HTML_scripting

Server logs: https://en.wikipedia.org/wiki/Server_log

Custom URL parameters: https://en.wikipedia.org/wiki/Query_string

Tracking images: https://en.wikipedia.org/wiki/Web_beacon

Information & correspondence submitted voluntarily by visitors via forms, comments, chats

 

Ohio State collects website visitor information to: Best serve audiences by optimizing and personalizing visitor experiences in both digital and physical spaces, manage a visitor relationship with the university, foster/promote further communications, gauge communication effectiveness, gain insights into user behavior and preferences, track interests, identify errors and issues, and conduct market research. For data collected from website visitors, Ohio State follows the guidelines prescribed in the university’s Information Security Standard (ISS) policy:
 https://ocio.osu.edu/policy/standards/security

 

4.         OPEN SOURCE. Certain items of Software included on the site are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this EULA. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this EULA limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license accompanying the Open Source Software. If required by any license for particular Open Source Software, OSIF makes such Open Source Software, and OSIF’S modifications to that Open Source Software, available by written request to OSIF at the email or mailing address listed below.

 

5.         DIGITAL RIGHTS MANAGEMENT.  OSIF may use digital rights management technology (“DRM”) in the Software to protect the integrity of its content (“Secure Content”) so that its intellectual property, including copyright, in such content is not misappropriated. You agree that you shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any DRM. If the DRM security has been compromised, OSIF shall be entitled to revoke this License in accordance with Section 13 and/or your right to copy, display, use, install, run, and/or access Secure Content. OSIF may also require you to upgrade some of the DRM components in the Software (“DRM Upgrades”) before accessing the Secure Content. When you attempt to access such content, OSIF may notify you that a DRM Upgrade is required and then ask for your consent before the DRM Upgrade is downloaded. If you decline the DRM Upgrade, you will not be able to access Secure Content that requires the DRM Upgrade; however, you will still be able to access unprotected content and Secure Content that does not require the DRM Upgrade.

 

6.         RESERVATION OF RIGHTS, OWNERSHIP AND FEEDBACK.

 

6.1      Reservation of Rights and Ownership.  The Software is proprietary to OSIF and OSIF reserves all rights not expressly granted to you in this EULA. You acknowledge and agree that (a) the Software is provided to you under license, not sold, (b) the Software is protected by copyright and other intellectual property laws and treaties, (c) OSIF or those from whom it has licensed the Software retain their entire right, title and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, (d) there are no implied licenses under this license and any rights not expressly granted to you hereunder are reserved by OSIF and (e) you acquire no ownership or other interest (other than your license rights) in or to the Software.

 

6.2      Feedback.  You may provide OSIF with suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Software (“Feedback”). Feedback shall not impose any confidentiality obligations on OSIF. You agree that OSIF is free to use, disclose, reproduce, license or otherwise distribute and exploit any Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

 

 

7.         LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, DISASSEMBLY AND SHARING.  You agree not to (a) reverse assemble, reverse compile, reverse engineer, decompile, reduce the Software to a human-perceivable form or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Software in whole or in part, or assist others to do the same, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation, (b) publish, distribute, rent, lease, provide hosting services, sell, sublicense, assign or otherwise transfer or commercialize the Software or any part thereof, (c) modify, translate, copy, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof, or (d) remove or obscure any copyright, trademark or other proprietary notices or legends from any portion of the Software.  You may not transfer or make available or share your license credentials to others.  If you share or make such information available, this EULA may be terminated immediately by OSIF, without refund, at OSIF’s option, but without limitation to any other remedies OSIF may have against you.  You agree to be financially responsible for any activity resulting from sharing or making your license credentials available to others.

 

8.         EXPORT RESTRICTIONS. You acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.  You represent and warrant that you are not a person or entity appearing on the lists published by the U.S. Department of Commerce, the U.S. Department of State, the U.S. Department of Treasury or any other list that may be published by the U.S. Government, as amended from time to time, that is prohibited from acquiring ownership or control of items under this EULA, or with which OSIF is prohibited from doing business.

 

9.         HIGH RISK USES.  You acknowledge that the Software is not intended for use in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like) and you agree not to use or allow the use of the Software or any portion thereof for, or in connection with, any such activity.  In the event you intend to use the Software in connection with any high risk or strict liability activity, you must contact OSIF to negotiate a separate license.

 

10.      GOVERNMENT USES. In the event you are part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Software is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the Software by the Government shall be governed solely by the terms of this EULA.

 

11.      CONSENT TO USE OF DATA. You agree that OSIF and its affiliates may collect and use technical information gathered as part of the Support (defined below) provided to you, if any, related to the Software. OSIF may use this information solely to improve the Software or other products provided by OSIF or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.

 

12.      ADDITIONAL SOFTWARE/SERVICES. This EULA applies to updates, supplements, add-on components, and/or Internet-based services components, of the Software that OSIF may provide to you or make available to you after the date you obtain your initial copy of the Software, unless we provide other terms along with the update, supplement, add-on component, and/or Internet-based services component. OSIF reserves the right to discontinue any Internet-based services provided to you or made available to you through the use of the Software.  However, this EULA does not entitle you to any support, upgrades, patches, enhancements, or fixes for the Software (collectively, “Support”) unless Support is arranged separately by you with OSIF and an appropriate agreement and payment of any fees associated therewith are agreed upon.

 

13.      UPGRADES. To use Software identified as an upgrade, you must first be licensed for the Software identified by OSIF as eligible for the upgrade. After upgrading, you may no longer use the Software that formed the basis for your upgrade eligibility.

 

14.      TERMINATION. Without prejudice to any other rights, OSIF may terminate this EULA if you fail to comply with the terms and conditions of this EULA.  You may terminate this EULA at any time.  Any termination of this EULA shall also terminate the licenses granted hereunder.  Upon termination of this EULA for any reason, you shall delete, destroy and remove all copies of the Software and all component parts.  Upon request by OSIF, you shall certify that such actions have occurred and OSIF has the right upon request to inspect and audit your facilities to confirm the foregoing.  All accrued rights to payment and/or royalties shall survive termination of this EULA.

 

15.      WARRANTY DISCLAIMER.  The Software is not licensed under any warranty and OSIF has no obligation to provide any support or maintenance for the Software. OSIF and its affiliates and suppliers provide the Software “AS IS” AND “WITH ALL FAULTS”, and hereby disclaim all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of DESIGN, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, PERFORMANCE, ACCURACY, with regard to the Software or otherwise arising out of the use of the Software.  NO WARRANTY IS MADE THAT PRACTICE OF THE INFORMATION CONTAINED IN THE SOFTWARE WILL LEAD TO ANY PARTICULAR RESULT.

 

16.      INTELLECTUAL PROPERTY; CONTENT. As a condition of your use of the Software, you represent, warrant and covenant that you will not use the Software: (i) to infringe the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (ii) to violate any applicable law, statute, ordinance or regulation; (iii) to disseminate information or materials in any form or format (“Content”) that is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or (iv) to disseminate any software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You, not OSIF, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Software. You acknowledge that all Content that you access using the Software is at your own risk and you will be solely responsible for any damage to any party resulting therefrom.

 

17.      INDEMNITY.  You agree that OSIF shall have no liability whatsoever for any use you make of the Software. You shall indemnify and hold harmless OSIF from any claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from your use of the Software and any breach of the warranties and representations made by you herein.

 

18.      EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITH RESPECT TO ANY CAUSE OF ACTION RELATED TO OR ARISING OUT OF THIS EULA, WHETHER IN AN ACTION BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, IN NO EVENT SHALL OSIF OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR (A) ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, (B) DAMAGES BASED ON LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION CONFIDENTIAL OR OTHER INFORMATION, (C) BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE OR (D) ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, CONTENT, OR SOFTWARE THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE EVEN IF OSIF OR ANY AFFILIATE OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

19.      LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced IN SECTION 17 and all direct or general damages in contract or anything else), the entire liability of OSIF and any of its suppliers under any provision of this EULA and your exclusive remedy hereunder shall be limited to the lesser of: (A) the actual damages you incur in reasonable reliance on the Software or (B) the amount actually paid by you for the Software MINUS fifteen percent (15%). The foregoing limitations, exclusions and disclaimers (including Sections 14, 17 and 18) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

 

20.      TERMS OF USE.  You hereby agree to abide by and comply with the Terms of Use posted in association with the Software, as amended from time to time.  A copy of the Terms of Use is available from OSIF upon request and also available under the copyright notice of the Software.

 

21.      AUTHORITY.  By accepting the terms of this EULA below, you acknowledge that you have full authority to enter into this EULA and that if you are an employee of a company, you have full authority from such company to enter into this EULA and bind such company hereto. OSIF may rely on such acknowledgment when entering into this EULA.

 

22.      GENERAL. This EULA (including the Terms of Use, licenses for any Open Source Software accompanying the Software, and any addendum or amendment to this EULA that is included with the Software or Upgrades) is the entire agreement between you and OSIF relating to the Software and the support services (if any) and it supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties with respect to the Software or any other subject matter covered by this EULA. No waiver by OSIF of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by OSIF. The Software includes confidential information of OSIF. You shall not use or disclose such confidential information in violation of this EULA.  You agree that a material breach of this Agreement would cause irreparable injury to OSIF, its suppliers and/or its licensors for which monetary damages would not be an adequate remedy and that OSIF, its suppliers and its licensors shall be entitled to temporary, preliminary and permanent injunctive relief against you, your officers or employees, without the requirement of posting a bond or proving actual damages, in addition to whatever remedies OSIF might have at law.  Except as otherwise set forth in this EULA, no failure by OSIF to exercise, or delay in exercising, any right, remedy, power or privilege arising from this EULA shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder by OSIF preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. This EULA may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. This EULA is personal in nature and you may not assign or transfer for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving you) without OSIF’s prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Upon consent of any such assignment or transfer, this EULA and the restrictions herein shall be binding upon those to whom it is assigned or transferred.  OSIF expressly reserves the right to assign this EULA and to delegate any of its obligations hereunder, in its sole discretion. If any provision of this EULA shall be adjudged by any court of competent jurisdiction to be illegal, unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable, but shall not affect any other term or provision of this EULA or invalidate or render unenforceable such term or provision in any other jurisdiction. Sections 5-9, 14-18 and 21 shall survive termination of this EULA.

 

Should you have any questions concerning this EULA, or if you desire to contact OSIF for any reason, please use the following address 1524 North High Street, Columbus, Ohio 43201 or contact OSIF on the World Wide Web at http://tco.osu.edu/.

 

 

I acknowledge that I have read the terms of this EULA in its entirety.

 

I ACCEPT the terms and conditions of this EULA and the Terms of Use and hereby AGREE to be bound thereby. Agree