Terms and Conditions
The following terms and conditions govern this Agreement by and between the Regents of the University of Minnesota, a constitutional corporation under the laws of the State of Minnesota, ("University") and the LICENSEE.
Definitions For purposes of this agreement, the following terms have the following meanings.
"Accompanying Documentation" means all documentation included with the VideoAnt Streaming Video Annotation Software.
"Derivatives" mean computer software, created by the licensee, which is modeled after or based in whole or in part on the Software, including, but not limited to, translations of the Software to other foreign or computer languages, adaptation of the Software in other hardware platforms, and abridgments, condensations, revisions, and software incorporating all or any part of the Software.
"Effective Date" means the date when the Licensee clicks the "Agree" or "Agree/Print" button and has successfully completed payment in the checkout process.
"Purpose" means the use of the Software pursuant to the Terms & Conditions of this Agreement, for use by the Licensee, for student project(s), didactic purposes, or for non-profit research.
"Software" means the VideoAnt Streaming Video Annotation Software. This Software is a web based application developed by the Licensee; accompanying Documentation is in English.
"Term" The Term of this Agreement shall commence on the Effective Date and is perpetual as long as the University maintains the website and Software.
Grant of License - Software Subject to the terms and conditions of the Agreement, University hereby grants to Licensee and Licensee accepts a limited, non-exclusive, non-transferrable, non-sub-licensable, revocable, world-wide license to use the Software for the Purpose. Licensee is granted no other license to or rights in the Software other than as expressly stated in this Agreement. University retains all rights in the Software not granted to the Licensee. University retains ownership of the copyright to the Software.
Rights of the U.S. Government and Third Parties No provision of this Agreement limits, conditions or otherwise affects the United States of America's or any other third party’s rights and interests in the Software.
Reservation of Rights Title to and ownership of the Software shall at all times remain with the University and Licensee shall not have any title or ownership interest therein. All rights not expressly granted to Licensee under the Agreement are reserved by University.
Use of the University’s Names and Trademarks No provision of the Agreement grants the Licensee any right or license to use the name, logo, or any marks owned by or associated with the University or the names, or identities of any member of the faculty, staff, or student body of the University except as may be otherwise provided in this Agreement and Licensee shall not use such names or marks without the prior written approval of the Licensee’s Office of University Relations.
Payment Terms Licensee shall pay, upon checkout, the License Fee and any applicable taxes, duties, fees, excises or other charges. All amounts payable hereunder by Licensee are non-refundable and non-creditable. All amounts payable hereunder by Licensee shall be payable in United States funds.
Protection of Proprietary Rights Licensee shall take all steps reasonable to protect University’s ownership rights in the Software. Other than as provided above, Licensee shall not:
- remove the University copyright notice and/or other proprietary notices;
- create derivatives of the Software;
- Reproduce or distribute in any manner the Software to any person other than for the Purpose.
- Resell the Software or incorporate the Software in any commercial product or service.
Audit except to the extent prohibited by law, the University may audit Licensee’s usage and records directly relating to the Software to ensure that Licensee is using the Software in compliance with the Agreement. Such audit shall be upon fifteen (15) working days advance written notice of such audit, which shall be conducted during normal business hours.
Termination If the Licensee breaches or fails to perform one or more of its obligations under the Agreement, the University may deliver a written notice of default to the Licensee. Without further action by a party, the Agreement shall terminate if the default has not been cured in full within thirty (30) days. The Licensee shall notify the University, in writing, at least thirty (30) days prior to the commencement of any such action or the instigation of any such proceeding. Upon termination or expiration, all rights granted to Licensee under this Agreement, with respect to the Software, terminate; and upon request Licensee shall return (or destroy and certify destruction) any copies of the Software, however Licensee shall be permitted to keep copies of the Software to ensure compliance with this Agreement and for its own internal data management purposes.
Indemnification The Licensee shall release, defend (upon the request of the University), indemnify, and hold harmless the University and its regents, employees, agents and representatives from any loss, claim, damage, or liability, of whatever kind or nature (including, but not limited to, reasonable attorneys’ and investigative expenses), that arises from or in any way relates to (i) the use of the Software (including but not limited to any product that contains or is manufactured with the use of the Software) by the Licensee or by a third party acting on behalf of or with the authorization of the Licensee or (ii) Licensee’s breach of any obligation or representation under the Agreement.
Updates, Upgrades or Support from University Licensee acknowledges and agrees that University is not obligated to provide any updates, upgrades, new versions, or support to the Licensee. Any updates, upgrades, or new versions of the Software which University makes available to Licensee are subject to the provisions of this Agreement. University reserves the right to charge additional license fees for updates, upgrades, new versions, or support if the University decides to make such updates, upgrades, new versions, or support available to Licensee.
Permitted Trademark Usage Licensee’s use of a Licensed Mark in any manner shall inure to the benefit of the University. The Licensee agrees that it will not: (i) challenge, cause, or assist any other person to contest the validity of a Licensed Mark or the University’s sole and exclusive rights in each Licensed Mark; (ii) use a Licensed Mark or any components thereof, or any words or designs confusingly similar thereto, in any way other than in connection with the Software; (iii) attempt to register or register, assist in registering, or cause to be registered a Licensed Mark or any components thereof or any words or designs confusingly similar thereto, as or within any trademark, corporate name, trade name, or domain name; or (iv) commit any act that might prejudice or adversely affect the validity of a Licensed Mark or the University’s rights in each Licensed Mark. The Licensee shall use the Licensed Marks in full compliance with all applicable federal, state, territorial, and provincial laws, including all applicable federal export laws and regulations.
Trademark Standards Licensee recognizes the importance to the University of maintaining high, uniformly applied standards of quality in the Software identified by a Licensed Mark, and covenants that Software covered by this Agreement shall be of high standard and quality. The Licensee agrees to follow any and all written specifications of the University relating to the nature and quality of Software and the use of the Licensed Marks. From time to time during the term of the Agreement, as requested by the University in writing, the Licensee shall submit sample(s) of requested Software to the University for its inspection and approval. Such specimen(s) or sample(s) may be used by University in the filing, prosecution or maintenance of a Licensed Mark. Licensee further agrees to cooperate, from time to time as necessary, with the University in the filing, prosecution and maintenance of the Licensed Marks at the University’s cost.
DISCLAIMER - THE SOFTWARE IS PROVIDED "AS IS." UNIVERSITY MAKES NO WARRANTIES OR REPRESENTATIONS RELATING TO THE SOFTWARE, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND EXPRESSLY EXCLUDES THE WARRANTY OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. UNIVERSITY DOES NOT WARRANT THAT THE SOFTWARE WILL SATISFY LICENSEE’S REQUIREMENTS.
LIMITATION OF LIABILITY - UNIVERSITY IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, INCURRED BY THE LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF THE UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE UNIVERSITY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE LICENSE FEE PAID TO THE UNIVERSITY UNDER THE AGREEMENT. THIS LIMITATION APPLIES REGARDLESS OF WHETHER OTHER PROVISIONS OF THIS LICENSE HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THESE LIMITS. LICENSEE ACKNOWLEDGES AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS LICENSE AND THAT IN THE ABSENCE OF SUCH LIMITATIONS, THE MATERIAL AND ECONOMIC TERMS OF THIS LICENSE WOULD BE SUBSTANTIALLY DIFFERENT.
Export and Regulatory Restrictions The Licensee shall comply with all then-current applicable export laws and any regulations (e.g. federal, state, local, or provincial) regarding the use of the Software in the relevant territory.
Right to Injunctive Relief Licensee acknowledges and agrees that monetary damages are not sufficient to compensate University in the event of Licensee’s material breach or violation of this Agreement, and that University may be irreparably harmed by such breach or violation, and that University will have the right to seek other remedies available to it in law and equity to remedy such breach or violation, including injunctive and equitable relief.
Governing Law and Forum The internal laws of the state of Minnesota shall govern the validity, construction and enforceability of this Agreement, without giving effect to the conflict of laws principles thereof. Any suit, claim, or other action to enforce the terms of this agreement, or any suit, claim or action arising out of or related to this agreement, may be brought only in the state courts of Hennepin County, Minnesota. The Licensee hereby submits to the jurisdiction of that court and waives any objections it may have to that court asserting jurisdiction over the Licensee or its assets and property. This Agreement is not to be governed by the United Nations Convention on Contracts for the International Sale of Goods, or by the Uniform Computer Information Transactions Act (UCITA) as may be enacted by the State of Minnesota.
Entire Agreement This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties on such subject matter. This Agreement may be amended, only in writing, and duly executed by all the parties.
Assignment and Sublicense Licensee shall not assign or sublicense its interest or delegate its duties under the Agreement. Any assignment, sublicense, or delegation attempted to be made in violation of this section is void. Absent the consent of all the parties to this Agreement, an assignment or delegation will not release the assigning or delegating party from its obligations. The Agreement inures to the benefit of the Licensee and the University and their respective permitted sublicensees and trustees.
Survival The following provisions (to the extent they appear in this Agreement) survive termination of the Agreement: "Definitions, University Intellectual Property Rights, Protection of Proprietary Rights, Payment Terms, Termination, Disclaimer, Limitation of Liability, Indemnification, Export Control, Right to Injunctive Relief and Attorney’s Fees, Governing Law, and any other provision, which by its nature is intended to survive.
Relationship of the Parties In entering into, and performing their duties under the Agreement, the parties are acting as independent contractors and independent employers. No provision of the Agreement creates or is to be construed as creating a partnership, joint venture, or agency relationship between the parties. No party has the authority to act for or bind the other party in any respect.
Severability If a court of competent jurisdiction adjudges a provision of the Agreement to be unenforceable, invalid, or void, such determination is not to be construed as impairing the enforceability of any of the remaining provisions hereof and such provisions will remain in full force and effect.
Notice In order to be effective, all notices, requests, and other communications that a party is required or elects to deliver must be in writing and must be delivered personally, or by facsimile or electronic mail (provided such delivery is confirmed), or by a recognized overnight courier service or by United States mail, first-class, certified or registered, postage prepaid, return receipt requested, to the other party at its address set forth below or to such other address as such party may designate by notice_given und this section:
If to University:
Office for Technology Commercialization, University of Minnesota
Attn: Contracts Manager
200 Oak Street, SE, Suite 280
Minneapolis, MN 55455
If notice alleges breach of the Agreement, a copy must be sent to:
Office of the General Counsel
University of Minnesota
Attention: Director of Transactional Law Services.
200 Oak Street, SE
Minneapolis, MN, 55455
If to Licensee: As set forth above in the "Licensee" section.
Compliance With Laws Licensee represents and warrants that its use of the Software will comply with all applicable laws and regulations.