End User License Agreement

EAST CAROLINA UNIVERSITY

DIGITAL CONTENT END-USER LICENSE AGREEMENT

THIS AGREEMENT CONCERNS YOUR RIGHTS AND OBLIGATIONS-READ IT CAREFULLY: This End-User Agreement (“EULA” or “License”) is a legally binding agreement between you (“Licensee”) and East Carolina University (“ECU”) for the digital content, (and may include software, manuals, handbooks, videos, web sites, digital content, original music and artistic works and may be accompanied by modifications, enhancements, improvements, updates, additions, derivative works, object code compiled there from, documentation, technical data instructions and related material, collectively referred to herein as the “Digital Content”). BY ACCESSING, DISPLAYING, DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE DIGITAL CONTENT, LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS EULA. LICENSEE CONFIRMS THEY ARE AT LEAST 18 YEARS OLD AND THEY ARE NOT BARRED OR OTHERWISE LEGALLY PROHIBITED FROM PURCHASING, RECIEVING, DOWNLOADING, ACCESSING OR USING DIGITAL CONTENT UNDER THE LAWS OF THE COUNTRY IN WHICH THEY ARE A RESIDENT OR FROM WHICH THEY ACCESS THE DIGITAL CONTENT. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS EULA, LICENSEE IS NOT AUTHORIZED TO USE THE DIGITAL CONTENT. THIS EULA REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE PROGRAM BETWEEN LICENSEE AND ECU, AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.

1.OWNERSHIP AND LICENSE. ECU owns all right, title, and interest in the Digital Content, and ECU is willing to license the Digital Content to end-users. The Digital Content is licensed to Licensee subject to the terms of this EULA. Licensee has no rights to the Digital Content other than as expressly stated in this EULA and as may be available under applicable law. The Digital Content is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

2.GRANT OF LICENSE. This EULA grants Licensee the following rights:

Non-Transferability. Licensee’s license to use the Digital Content is non-exclusive, non-sub-licensable and non-transferrable.

Installation and Use. Licensee may install, download, access, display and use a single copy of the Digital Content on a single laptop, personal computer, tablet, mobile device or workstation but may not share any related web link, access code or password.

Backup Copies. Licensee may make a single backup copy of downloadable Digital Content only on the computer or device where Licensee has installed the Digital Content. Licensee may not use any Digital Content in conjunction with any stream-ripping, stream capture or similar software to record or create a copy of any Digital Content that is presented to Licensee in streaming format.

3.OTHER RIGHTS AND LIMITATIONS.

Limitations on Copyright. Licensee may not reproduce, publicly display, modify, enhance, reuse, disassemble, decompile, prepare derivative works or compilations thereof, reverse engineer or otherwise translate Digital Content or any portion thereof. Licensee also may not duplicate the Digital Content (other than as necessary to install and operate the Digital Content).

Basic Use Requirements. To access and download the Digital Content, Licensee will need a computer or device that meets the system and compatibility requirements for the relevant Digital Content, which may change from time to time, working Internet access, and compatible software. Licensee’s ability to download or access the Digital Content may be affected by these factors. Such system requirements are the responsibility of Licensee.

Third-Party Fees. Licensee may incur access or data fees from third parties (such as Licensee’s Internet provider or mobile carrier) in connection with accessing or downloading Digital Content. Licensee is responsible for all such fees.

Updates. To continue to access or download the Digital Content Licensee may notice bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, “Updates”) of the Digital Content. Licensee’s use of the Digital Content that is installed, downloaded or accessed requires that Licensee agrees to receive such Updates. If Licensee does not agree to such automatically requested and received Updates then please Licensee may not access or install the Digital Content.

Notices and Markings. Licensee must maintain all copyright notices and other proprietary markings on all copies of the Digital Content.

Distribution or Transfer. Licensee may not transfer, by sublicense or other redistribution, any of his/hers/its rights under this EULA. Licensee may not distribute copies of the Digital Content to third parties. Licensee may not copy, sell, offer for sale, export, rent, lend, lease, or market Digital Content to any affiliate or third party.

Term. The effective date of this EULA will be the date of acceptance by Licensee. This EULA will be valid from the effective date and shall continue throughout the term of use of Digital Content by Licensee.

Termination. Without prejudice to any other rights or terms outlined, ECU may terminate this EULA if Licensee fails to comply with the terms and conditions of this EULA, or if Licensee does not comply with any law applicable to the use of this Digital Content. In such event, Licensee must destroy or return all copies of the Digital Content and all of its component parts.

4. LICENSE FEE. In consideration for ECU’s grant of this License, a non-refundable license fee in the amount identified in the price list is due for each computer, laptop or terminal on which the Digital Content is downloaded, installed, copied or will be accessed if made available over a network (“License Fee”). The License Fee shall be processed through the secure third party service, TouchNet, and is due immediately upon of execution of the EULA. Failure to pay the License Fee in full will automatically void this EULA without further notice. When applicable, content may be provided to Licensee to download or use, free of charge. Any terms and conditions that apply to purchased Digital Content will also apply to free Digital Content, except with respect to payment-related matters. ECU may impose limitations on Licensee’s access and use of certain free Content.

5. DIGITAL CONTENT DELIVERY. Digital Content will be delivered to Licensee within seven (7) business days of receipt of the License Fee by ECU.

6. COPYRIGHT. All title and copyrights in and to the Digital Content and any copies of all or parts of the Digital Content are owned or administered by ECU.

7. LAWS AND EXPORT RESTRICTIONS. Licensee shall be responsible for compliance with all applicable federal, state and local laws, regulations, and ordinances including but not limited to export control in connection with its activities pursuant to this EULA. Licensee agrees that he/she/it will not export or re-export the Digital Content to any country, person, entity or end-user to which export or re-export would be restricted under United States export laws and regulations. Licensee warrants and represents that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied his/her/its export privileges.

8. NO WARRANTIES. LICENSEE acknowledges that the Digital Content is a WORK OF SCHOLARSHIP AND/OR A experimental and untested RESEARCH TOOL of ECU THAT IS AND NOT INTENDED FOR USE IN THE DIAGNOSIS OR TREATMENT OF DISEASE OR INJURY IN HUMANS AND ANIMALS. DIGITAL CONTENT is being supplied “AS IS” and “AS AVAILABLE” WITH ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND including any accompanying maintenance, debugging, corrections, improvement, updates or any other kind of support from ECU. No oral or written information, support or advice given by ECU or any of its authorized representatives shall create a warranty. ECU HEREBY expressly disclaims any warranty WITH RESPECT TO THE DIGITAL CONTENT AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. ECU DOES NOT WARRANT AGAINST INTERFERENCE WITH LICENSEE’S ENJOYMENT OF THE DIGITAL CONTENT, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE DIGITAL CONTENT WILL MEET LICENSEE’S REQUIREMENTS, THAT THE OPERATION OF THE DIGITAL CONTENT OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE DIGITAL CONTENT OR SERVICES WILL BE CORRECTED. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF DIGITAL CONTENT REMAINS SOLELY WITH LICENSEE. IN NO EVENT SHALL ecu BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE DIGITAL CONTENT, EVEN IF ecu HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHOULD THE DIGITAL CONTENT OR SERVICES PROVE DEFECTIVE, licensee ASSUMEs THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL APPLY TO ALL CLAIMS AND ACTIONS OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR ANY OTHER GROUNDS.

9. INDEMNIFICATION AND LIMITATION ON DAMAGES. Licensee agrees to indemnify, defend and hold harmless ECU, its officers, employees, students, assignees and agents, against all any claim, liability, cost, expense, damage, deficiency, loss or obligation, of any kind or nature, (including, without limitation, attorneys’ fees and other costs and expenses of defense), arising from use of the Digital Content by Licensee for any purpose, including, but not limited to, the making, using, or processing of products, or services derived there from. This indemnification includes, but is not limited to, product liability and any third party infringement claims arising from Licensee’s exercise of rights granted in this EULA.

10. MISCELLANEOUS. ECU is based in and directs its operations from locations in the State of North Carolina, United States of America. This EULA is governed by the laws of the State of North Carolina, without reference to conflict of laws provisions. All legal proceedings relating to the Digital Content or the formation or interpretation of this EULA shall be brought only in the state or federal courts located in Greenville, North Carolina, and Licensee hereby expressly submit to the jurisdiction of such courts and consent to extra-territorial service of process. Any notice required by this EULA shall be given by prepaid, first class, certified mail, return receipt requested, addressed to:

In the case of ECU for general and compliance matters:
Office of Licensing and Commercialization, East Carolina University,
209 East Fifth Street
Uptown – REDE
Greenville, NC 27858
Attn: Director of Licensing

Or in the case of technical support:
As identified in the order form

Or such other address as may be given from time to time under the terms of this notice provision.

11. COUNTERPARTS. This EULA may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. If this EULA is signed in counterparts, no signatory hereto shall be bound until both parties named below have duly executed, or caused to be duly executed, a counterpart of this EULA.

12. ELECTRONIC COPY. The parties to this document agree that a copy of the original signature (including an electronic copy) may be used for any and all purposes for which the original signature may have been used. The parties further waive any right to challenge the admissibility or authenticity of this document in a court of law based solely on the absence of an original signature.