COVID-19 EXPOSURE ASSESSMENT TOOL — END USER LICENSE AGREEMENT
1) Grant of License. Subject to the terms and conditions of this Agreement, the Licensor grants you a limited, personal, non-exclusive, non-transferable, and revocable license to use the Materials. You may access and download the Materials only for your personal, non-commercial use. No other rights are granted hereunder and all other uses are expressly prohibited. Using the Materials does not give you ownership of any intellectual property rights in the Materials or the content you access. This license does not give you any right to resell, distribute or share any content or portion of the Materials in any manner (including by illegally downloading the Materials and sharing the Materials on other websites). We reserve the right to revoke any license to access and use the Materials at any point in time, with or without notice.
2) No Duty to Update. You acknowledge that Licensor may modify the Materials, including the content and information contained or provided therein. The Materials are provided as of the date indicated therein, and Licensor undertakes no duty or obligation to update or modify the Materials.
3) Restrictions. You agree that neither you nor any third party acting on your behalf will: (i) reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, adapt, edit, create derivative works of, license, sublicense, or otherwise transfer any or all portions of the Materials; (ii) modify or remove any patent, trademark, copyright or other proprietary markings placed on the Materials; (iii) transmit the Materials or provide the functionality, in whole or in part, over the Internet or other network (except as expressly permitted above); (iv) alter or modify any of the Materials; (v) use any of the Materials in a manner that attributes a false or misleading statement to Licensor or any third parties; (vi) use the Materials in any unlawful manner, including, but not limited to, violation of any person’s privacy rights; (vii) access the Materials using any automated means, including, but not limited to, robots, spiders, scrapers or offline readers; (viii) access, use, store, or download the Materials to compete with Licensor and/or with the Materials; and/or (ix) emulate, copy, refer to or otherwise use any portion of the Materials as part of any effort to develop or commercialize any product or service similar to the Materials or to compete with Licensor.
4) Ownership and Proprietary Materials. The Materials are licensed, not sold, to you for use only under the terms and conditions of this Agreement, and Licensor reserves all rights not expressly granted to you in this Agreement. Licensor retains sole title to the Materials, and all intellectual property rights therein. Materials contain and are protected by copyright, trade secrets and other intellectual property laws. Licensor shall own and have the right to use any suggestions, enhancement requests, recommendations or other feedback we receive from you regarding the Materials. Licensor reserves the right to seek intellectual property protection for any developments that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback we receive from you.
5) Data Collection. Licensor may, directly or indirectly through a third-party provider, collect and store information regarding your use of the Materials. Licensor may use this data to verify compliance with this Agreement and enforce Licensor’s rights hereunder and/or for other internal business purposes
6) Termination. This Agreement is effective until terminated. Licensor may terminate this Agreement if you fail to comply with any of the provisions of this Agreement. Upon termination, all rights to use the Materials shall automatically terminate and the Materials must be returned to Licensor or destroyed and all printed copies of the Materials must be destroyed. You may also terminate this Agreement at any time by destroying all copies of the Materials in your possession or control. The provisions of Sections 4, 6 through 12 will survive any termination of this Agreement.
7) Disclaimer. THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LICENSOR (AND ITS AFFILIATES, SUPPLIERS, PARTNERS, AND AGENTS) DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE MATERIALS. ANY RELIANCE YOU PLACE ON SUCH MATERIALS IS STRICTLY AT YOUR OWN RISK. YOU ARE RESPONSIBLE FOR PROPERLY ANALYZING AND VERIFYING ANY MATERIALS YOU INTEND TO RELY UPON AND THAT SUCH MATERIALS ARE APPROPRIATE FOR YOUR CONTEMPLATED USES. THE INFORMATION CONTAINED IN THE MATERIALS DO NOT NECESSARILY REFLECT THE OPINION OF LICENSOR. LICENSOR (AND ITS AFFILIATES, SUPPLIERS, PARTNERS, AND AGENTS) MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, LACK OF ERRORS, OR ACCURACY OF THE MATERIALS, AND EXPRESSLY DISCLAIM ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED), INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR (AND ITS AFFILIATES, SUPPLIERS, PARTNERS, AND AGENTS) MAKE NO WARRANTY THAT YOU WILL OBTAIN SPECIFIC RESULTS FROM USE OF THE MATERIALS OR THAT SUCH RESULTS WILL BE APPROPRIATE FOR YOUR USE. YOUR USE OF THE MATERIALS IS ENTIRELY AT YOUR OWN RISK. LICENSOR MAY DECIDE TO CEASE MAKING AVAILABLE THE MATERIALS OR PORTIONS THEREOF AT ANY TIME AND FOR ANY REASON. UNDER NO CIRCUMSTANCES WILL LICENSOR OR ITS AFFILIATES, SUPPLIERS, PARTNERS OR AGENTS BE HELD LIABLE FOR ANY DAMAGES DUE TO SUCH INTERRUPTIONS OR LACK OF AVAILABILITY OF SUCH FEATURES. LICENSOR IS NOT RESPONSIBLE FOR DELAY OR FAILURE OF ITS PERFORMANCE OF ANY OF THE MATERIALS CAUSED BY EVENTS BEYOND LICENSOR’S REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, AN ACT OF WAR, HOSTILITY, OR SABOTAGE; NATURAL DISASTER; ELECTRICAL, INTERNET, OR TELECOMMUNICATION OUTAGE; OR GOVERNMENT RESTRICTIONS.
8) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR (AND ITS AFFILIATES, SUPPLIERS, PARTNERS, AND AGENTS) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, LOST PROFITS, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF CONFIDENTIAL OR OTHER INFORMATION OR DATA, FOR RELIANCE ON THE MATERIALS FOR PREDICTIONS AND/OR RELATED APPLICATIONS, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY LOSS WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE, USE OF OR INABILITY TO USE THE MATERIALS OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR WARRANT OF LICENSOR OR ANY SUPPLIER, AND EVEN IF LICENSOR (AND ITS AFFILIATES, SUPPLIERS, PARTNERS, AND AGENTS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR OTHERWISE), THE ENTIRE LIABILITY OF LICENSOR (AND ITS AFFILIATES, SUPPLIERS, PARTNERS, AND AGENTS) UNDER THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY HEREUNDER (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY LICENSOR WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO $100. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
9) Indemnification. You agree to indemnify, defend, and hold harmless Licensor and its officers, directors, managers, employees, independent contractors, licensors, licensees, partners, agents, successors and permitted assigns, from an against any liabilities, obligations, claims, demands, losses, damages, expenses (including reasonable attorney fees), causes of action, judgments, and damages, resulting from or arising out of: (a) your use of the Materials; (b) your violation of this Agreement; or (c) your violation of any rights of a third party.
10) Export Law Assurances. You acknowledge that the Materials are subject to U.S. export jurisdiction. You further agree and certify that neither the Materials nor any other information received from Licensor will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States. If you have rightfully obtained the Materials outside of the United States, you agree that you will not re-export the Materials or any other information received from Licensor, except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which you obtained the Materials.
11) Applicable Law. The Agreement is governed by the laws of the State of Texas without reference to its choice or conflicts of law principles. You further consent to the personal jurisdiction of and exclusive venue in the federal and state courts located in Travis County, Texas as the legal forum for any such dispute relating to the Agreement or access or use of the Materials.
12) Legal Actions. No action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
13) Relationship. No joint venture, partnership, employment, contractor, or agency relationship exists between Licensor and you as a result of or in connection with this Agreement.
14) No Assignment. You may not, directly or indirectly, by operation of law or otherwise, assign or transfer all or any part of the Agreement (or the rights and licenses granted under it). Licensor may assign this Agreement (or the rights granted under it) to another company or person without restriction. Nothing in this Agreement confers any right, benefit, or remedy on any third-party person or entity.
15) Severability; Waiver. If it turns out that a particular provision of this Agreement is not enforceable, this will not affect any other provisions. If you do not comply with this Agreement, and we do not take immediate action, this does not indicate that we relinquish any rights that we may have (such as taking action in the future).
16) Force Majeure. Notwithstanding any provision of the Agreement to the contrary, any delay or failure of Licensor to perform its obligations will be excused if and to the extent that it is caused by an event or occurrence beyond the reasonable control of the party and without its fault or negligence, including, but not limited to: acts of God; restrictions, prohibitions, priorities or allocations imposed or actions taken by a governmental authority; pandemics (or governmental responses thereto); embargoes; fires; explosions; natural disasters; riots; wars; sabotage; inability to obtain power; or court injunction or order.
17) Notices. Unless otherwise expressly provided in this Agreement, all notices required or permitted hereunder shall be in writing and deemed sufficiently given for all purposes hereof if (a) delivered in person, by courier, or by registered or certified U.S. mail to the party to be notified, return receipt requested, with a copy sent by electronic mail; or (b) sent by electronic mail, in each case to the appropriate party at the addresses set forth below or such other address as a party may provide to the other party. Each notice: (x) sent by U.S. mail shall be deemed effective five (5) business days after being mailed; (y) delivered in person or by courier shall be deemed effective on receipt by the receiving party; and (z) sent by electronic mail shall be deemed effective upon transmission by the sending party (as evidenced by the time and date stamp thereon); provided, however, that notice transmitted by electronic mail after 5:00 p.m. at the location of the receiving party shall be deemed received on the first business day following the date of such electronic transmission.
Notices to Licensor shall be sent to the following address:
1725 Discovery Drive, Suite 110
Charlottesville, VA 22911
Attn: Legal Department
18) Revisions. From time to time, Licensor may update this Agreement to clarify its practices or to reflect new or different practices (such as when Licensor adds new content or material). Licensor reserves the right in its sole discretion to modify and/or make changes to this Agreement at any time. Modifications will become effective on the day they are posted unless stated otherwise. Your continued use of the Materials after Licensor has posted an amended Agreement constitutes your consent to the amended Agreement. If you have questions about this, please feel free to contact us by sending an email to email@example.com.