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Your access to the Software is subject to your agreement to these Terms of Use. If you do not agree to be bound by these Terms of Use, please refrain from viewing, using, downloading or otherwise accessing the Software. By accessing the Software, you accept, without limitation or qualification, these Terms of Use.As a precondition to your access to the Software, you must click on the "I Agree" button at the end of this document. Modification of the Agreement Purdue University and Purdue Research Foundation (collectively, Purdue) maintain the right to modify these Terms of Use and may do so by posting modifications on this file. Any modification is effective immediately upon posting the modification unless otherwise stated. Your continued use of the Software following the posting of any modification signifies your acceptance of that modification. Grant of Rights 1)For solely non-commercial purposes, you are granted and may exercise a royalty-free, non-exclusive license, subject to third party intellectual property claims, to use, modify, display, and perform the Software, with or without Modifications, and/or as part of another work, provided that you agree to and comply with the terms of use on an ongoing basis. Modifications mean any addition or deletion by you from the substance or structure of either the original Software or any previous modifications, to the extent such modifications are permitted under these Terms of Use. a)You may copy the Software only to the extent necessary to exercise the other specific non-exclusive rights identified above and provided: (1)All notices and disclaimers remain with the Software; and, (2)You do not identify the Software as your product or property. b)You may make Modifications to the Software only for non-commercial purposes, and provided you agree also: (1)Not to modify the Software such that the Modifications constitute an infringement of third-party rights; (2)Not to assert ownership to the Software as modified; (3)To provide Modifications for non-commercial purposes to others at no cost; (4)That Purdue has a first option to negotiate with you a separate agreement for any rights that you may claim relating to the commercialization of the Software and/or Modifications; (5)To maintain and not alter or remove these Terms of Use and all notices or disclaimers that accompany the Software during the preparation or as a result of the Modifications; and (6)To provide Purdue with all Modifications, sufficient information such that Purdue and other potential users know how and when you changed the Software. 2)You may exercise the rights with respect to the Software in original or modified form in legally permissible applications. 3)You may not commercially distribute or otherwise grant rights to another or others with respect to the Software with or without Modifications. Any such attempt or use for public or commercial purposes will automatically terminate your rights with respect to the Software. Conduct You agree to access and use the Software only for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, statutes, rules and regulations pertaining to your use of the Software. By accessing the Software, you agree that you will not: Use the Software to commit a criminal offense or to encourage others to conduct that would constitute a criminal offense or give rise to a civil liability; Violate any applicable law; Use the Software to upload any content that contains a software virus, "Trojan Horse" or any other computer code, files, or programs that may alter, damage, or interrupt the functionality of the Software or the hardware or software of any other person who accesses the Software; Damage the Software. Termination of Use Purdue may, in its sole discretion, terminate or suspend your access to and use of the Software without notice and for any reason, including for violation of these Terms of Use or for other conduct that Purdue, in its sole discretion, believes to be unlawful or harmful to others. In the event of termination, you are no longer authorized to access the Software, and you must immediately uninstall the Software and stop using it. Disclaimer of Warranty/Limitation of Liability THE SOFTWARE AND ANY INFORMATION, PRODUCTS OR SERVICES THEREIN ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Purdue does not warrant, and hereby disclaims any warranties, either express or implied, with respect to the Software or Modifications. Purdue does not warrant that the Software will operate in an uninterrupted or error-free manner or that the Software is free of viruses or other harmful components. Use of information obtained from or through the Software is at your own risk. You agree that Purdue and its employees shall have no liability for any consequential, indirect, punitive, special or incidental damages, whether foreseeable or unforeseeable (including, but not limited to, claims for defamation, errors, loss of data, or interruption in availability of data), arising out of or relating to these Terms of Use, the Software or Modifications, including without limitation, loss of revenue or anticipated profits, loss of goodwill, loss of business, loss of data, or computer failure or malfunction, whether based in contract, tort, statutory or other law. Indemnity You agree to defend, indemnify, and hold harmless Purdue and its employees from any and all claims, liabilities, and costs incurred by Purdue in connection with any claim arising from a) any breach by you of these Terms of Use or b) your use, modification, duplication, distribution or sale of the Software or any part thereof, including reasonable attorney fees and costs. You agree to cooperate fully in the defense of any claim against Purdue relating to you or the Software. Purdue reserves the right to assume, at its own expense, the exclusive defense and control of any matter otherwise subject to indemnification by you. Choice of Law/Forum Selection/Attorney Fees You agree that any dispute arising out of or relating to the Software or these Terms of Use, whether based in contract, tort, statutory or other law, will be governed by United States law, the laws of the State of Indiana (excluding its conflicts of law provisions) and the Universal Copyright Convention. You agree to the personal jurisdiction of and exclusive venue in the federal and state courts located in and serving Tippecanoe County, Indiana as the exclusive legal forums for any such dispute. You agree that the prevailing party shall be entitled to reimbursement of its attorney fees and costs from the nonprevailing party. |