IMPORTANT – PLEASE READ CAREFULLY: This Click-Wrap License Agreement (“License”) is a legally binding agreement between your institution (“Licensee”) and the McMaster University (“Licensor”) for the use of PTeR.
BY CLICKING THE ‘I ACCEPT’ BOX AT THE BOTTOM OF THIS AGREEMENT YOU HAVE THE AUTHROITY TO BIND YOUR INSTITUTION AND YOUR INSTITUTION WILL BE BOUND BY THE TERMS OF THIS LICENSE. IF YOUR INSTITUTION DOES NOT AGREE TO THE TERMS OF THIS LICENSE, YOU ARE NOT AUTHORIZED TO USE PTeR AND MUST NOT INSTALL, COPY, OR USE PTeR. BY DOWNLOADING, INSTALLING AND/OR USING PTER, YOU INDICATE THE YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE.
TERMS OF USE
1. PARTIES
This is an agreement between the Licensor and the Licensee. By agreeing to the terms of this License, the Licensee will be bound by the terms of this License and the Licensee represent and warrant that the Licensee have the legal authority to enter into this License.
2. PRODUCT
This License is for the download and use of PTeR for the Permitted Purpose only for the duration of the Term.
3. OWNERSHIP OF PTeR
The Licensee acknowledges that the Licensor owns all right, title and interest in the copyright and all other intellectual property rights in PTeR. The Licensor does not grant the Licensee any ownership interest in PTeR and only licenses the Licensee to use PTeR in accordance with the terms of this License. No rights, title or interest in or to any official mark, trade-mark, service mark, logo or trade name of the Licensor is granted to the Licensee under this License.
4. AUTHORIZED USES
Provided the Licensee complies with all the terms and conditions of this License, the Licensor grants the Licensee a non-exclusive, non-transferable, non-refundable, nonassignable, license for use of PTeR for academic and/or non-commercial research purposes for 100 users as decided by the Licensee (“Permitted Purpose”). Licensor reserves the right to refuse Institutional Access to PTeR to organizations that are not categorized as academic or healthcare.
5. AUTHORIZED USERS
The Licensor licenses PTeR to the Licensee for use by the Licensee only. The Licensee must not make PTeR available to any other person or entity or allow any other person or entity to use PTeR.
6. LICENSE FEE
Licensee must pay a One Thousand Dollars ($1,000) CAD (“License Fee”) via the PTeR Portal via credit card payment. Licensee acknowledges and agrees that user access to PTeR is not accessible until full payment by has been received by McMaster and PTeR Manager has been informed of Licensee payment of the full License Fee. Licensee will be solely responsible for tax on royalty income that is owed outside of Canada and will pay any such tax and be responsible for all filings with appropriate foreign government agencies. The Licensee agrees and acknowledges that the License Fee is non-refundable.
7. PROHIBITED USES
The Licensee must not:
- sell, sublicense, rent, loan, reverse engineer or otherwise distribute copies of PTeR unless otherwise permitted under this License;
- include PTeR as a component of a commercial product (any such use requires the Licensor’s prior written consent) or use PTeR for performing commercial research or other non-academic uses;
- publicly perform or display PTeR, including making PTeR available for download to anyone else on any computer system or network; or
- remove or obscure any copyright, trade-mark or other proprietary notices from PTeR.
8. DISCLAIMER OF WARRANTIES
PTeR has been developed as part of research conducted at the Licensor and is experimental in nature. MCMASTER IS PROVIDING YOU WITH PTER “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. MCMASTER EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES THAT PTER IS MERCHANTABLE, ACCURATE OR FIT FOR A PARTICULAR PURPOSE. MCMASTER DOES NOT WARRANT THAT PTER WILL MEET YOUR REQUIREMENTS OR THAT USE OF PTER WILL PRODUCE A DESIRED RESULT, OR THAT PTER WILL OPERATE UNINTERRUPTED, OR ERROR FREE, OR THAT ANY DEFECTS IN PTER WILL BE CORRECTED. MCMASTER DOES NOT WARRANT THAT THE USE OF PTER WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADE-MARK OR OTHER RIGHTS.
9. ASSUMPTION OF RISK
YOU ASSUME ALL RISK AND RESPONSIBILITY FOR THE SELECTION, INSTALLATION, USE, QUALITY, PERFORMANCE, AND RESULTS OBTAINED FROM PTER.
10. LIMITATION OF LIABILITY
IN NO EVENT WILL MCMASTER BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, FOR ANY DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, DATA, BUSINESS INTERRUPTION OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH PTER, ITS USE OR PERFORMANCE, OR THIS LICENCE, EVEN IF MCMASTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. INDEMNITY
IN CONSIDERATION FOR THE BENEFITS OBTAINED UNDER THIS LICENCE, YOU WILL INDEMNIFY AND HOLD HARMLESS MCMASTER AGAINST ANY CLAIMS, LIABILITY, LOSS, DAMAGE, COSTS OR EXPENSES, INCLUDING REASONABLE LEGAL COSTS, RESULTING FROM YOUR POSSESSION AND OR USE OF PTER.
12. THIRD PARTY RIGHTS
PTER MAY BE DEPENDENT ON PROGRAMS, OPERATING SYSTEMS OR OTHER INTELLECTUAL PROPERTY OF THIRD PARTIES WHICH MAY REQUIRE THIRD PARTY LICENCES. COMPLIANCE TO TERMS AND PAYMENT OF FEES ASSOCIATED WITH THESE THIRD PARTY LICENCES ARE THE SOLE RESPONSIBILITY OF YOU AND ARE NOT INCLUDED IN THIS LICENCE.
13. SUPPORT
The Licensor will not provide any support or assistance to Licensee in relation to PTeR.
14. ACKNOWLEDGMENT OF MCMASTER
Any reference of PTeR in any publication (including but not limited to academic publications, electronic documents, presentations and websites), the Licensee must include appropriate acknowledgment of the Licensor.
15. TERM AND TERMINATION
This License commences on the date that Licensee is provided access to PTeR via PTeR Manager providing login names and password to Licensee (“Access Date”) and continues in effect until one year from Access Date (the “Term”). It may be terminated by the Licensor immediately without notice if the Licensee fails to comply with any of the terms and conditions of this License. Upon termination of this License, the Licensee’s rights to use PTeR terminate and the Licensee must immediately stop using PTeR.
16. REPRESENTATION OF AUTHORITY
The Licensee represent and warrant that Licensee possesses the legal authority to enter into this License and that the Licensee will be financially responsible for the Licensee use of PTeR. The Licensee is responsible for supplying any hardware or software necessary to use PTeR.
17. NO ASSIGNMENT
The Licensee must not assign, sublicense or otherwise transfer this License or any rights granted by this License without the prior written consent of the Licensor and any attempt to do so without the consent of the Licensor will be void.
18. FORCE MAJEURE
Neither party to this License will be liable for delay or failure to perform their respective obligations this License if such delay or failure arises from any cause beyond the reasonable control of the party (“Force Majeure”) provided such party gives the other party written notice of the Force Majeure. Force Majeure includes, without limitation: labour disputes, strikes, other labour or industrial disturbances and any act of God, fire, natural disaster, power failures, accidents, act of government, shortages of materials or supplies and failure of contractors to perform. If a party is temporarily excused from performing its obligations under this License because of Force Majeure, it must promptly resume performance when such Force Majeure is cured or removed.
19. COMPLETE AGREEMENT
This License contains the entire agreement between the Licensee and the Licensor relating to PTeR, and supersedes any prior understandings, arrangements, commitments, communications or agreements, oral or written, between the Licensee and the Licensor with respect to PTeR.
20. SEVERABILITY
If any provision of this License becomes void, invalid, illegal or unenforceable, the remaining provisions will not be affected and will continue in effect as though the unenforceable provision(s) were deleted.
21. WAIVER
If either party omits or delays to require the other party to punctually fulfill any of its obligations under this License, this omission or delay will not operate as a waiver by that party of its rights under this Agreement.
22. SURVIVAL
Clauses 3 (Ownership), 8 (Disclaimer of Warranties), 9 (Assumption of Risk), 10 (Limitation of Liability), 11 (Indemnity), 14 (Acknowledgment of the Licensor), and 16 – 24 (General provisions) survive termination of this License.
23. MODIFICATIONS
Licensor may alter or revise the terms of this License without providing notice to Licensee. It is up to Licensee to periodically check the PTeR website for any changes made to the License. The Licensee should print out or download a copy of this License and retain it for the Licensee’s records. If Licensee does not agree to any changes, Licensee’s sole remedy shall be to discontinue Licensee’s use of the PTeR.
24. GOVERNING LAW
This Agreement will be interpreted in accordance with the laws of the Province of Ontario, Canada. Any suit, action, or proceeding arising out of or relating to this License must be brought in Toronto, Ontario and the Licensee submit to the exclusive jurisdiction of the Courts of Toronto, Ontario. Use of PTeR is prohibited in any jurisdiction which does not give effect to the terms of this License.