License Agreement
This License is by and between Michigan State University, East Lansing, Michigan 48824 (“MSU”) and the undersigned (hereinafter “Licensee”).
1. Copyrighted Work[s] to be Licensed.
As used in this agreement, “Audio Portfolios” means the full, integrated Audio Portfolios and any associated documentation authored and developed by Michigan State University personnel and copyrighted by the Michigan State University Board of Trustees.
2. License and Fees.
In consideration of Licensee’s prior payment of $50, MSU grants to Licensee the non-exclusive, non-transferable license to use Audio Portfolios on an MSU Server. MSU will provide up to one (1) ID to users at Licensee’s site for the purpose of accessing Audio Portfolios on an MSU server for the period of one year following the date of registration. MSU shall provide to Licensee one access ID per paid user for the purpose of accessing Audio Portfolios. Licensee may not provide a user ID to more than one person.
3. Prohibited Uses of Audio Portfolios.
Licensee may not download or otherwise make copies of Audio Portfolios. Licensee may not transfer or assign its rights under this License without the prior express written consent of MSU.
4. Prohibited Uses of University Name and Marks.
Licensee agrees that it will not use the MSU name or marks in publicity, advertising, fund-raising, or any other activities without the prior written approval of MSU.
5. Intellectual Property.
Audio Portfolios is a proprietary product of MSU and is protected by copyright laws and international treaty. This agreement is a legal contract between Licensee and MSU governing Licensee’s use of Audio Portfolios. Questions concerning this agreement should be addressed to the office of the Associate Vice President for Research and Graduate Studies, Michigan State University, East Lansing, MI 48824 (517-432-4499).
MSU retains title to Audio Portfolios, including without limitation the software and any associated documentation. Licensee agrees to use reasonable efforts to protect Audio Portfolios from unauthorized use, reproduction, distribution, or publication. All rights, including all copyrights, not specifically granted in this license agreement are reserved by MSU.
6. Warranty.
MSU MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO LICENSEE OR TO ANY OTHER PERSON OR ENTITY. SPECIFICALLY, MSU MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF AUDIO PORTFOLIOS. MSU WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR OTHER SIMILAR DAMAGES, EVEN IF MSU OR ITS EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MSU LIABILITY FOR ANY DAMAGES TO LICENSEE OR ANY PERSON EVER EXCEED THE FEE PAID FOR THE LICENSE TO USE AUDIO PORTFOLIOS, REGARDLESS OF ANY FORM OF THE CLAIM.
Additional statements by employees of MSU, such as correspondence or oral presentations, do not constitute warranties by MSU, are not part of this License, and should not be relied upon.
7. Supplementary Provisions.
This License represents the entire understanding and agreement between MSU and Licensee regarding Audio Portfolios, and supersedes any prior purchase order, communications, advertising, or representations. This License may be modified only in a written amendment signed by an authorized representative of each party. If any provision of this License shall be found to be unlawful, void, or for any reason unenforceable, it shall be deemed severable from, and shall in no way affect the validity or enforceability of, the remaining provisions of this agreement.
The validity and interpretation of this Agreement and the legal relation of the parties to it shall be governed by the laws of the State of Michigan and the United States.
8. Termination.
In the event that either party hereto commits any breach of or default in any of the terms or conditions of this Agreement, and also shall fail to remedy such default or breach within ninety (90) days after receipt of written notice of such breach or default, the party giving notice may at its option and in addition to any other remedies which it may have by law, terminate this Agreement by sending notice of termination in writing to the other party. Such termination shall be effective of the date of the receipt of such notice.