Please read the terms and conditions of this license agreement ("Agreement") carefully. By clicking "Accept" on the "Review and Accept Agreement" page during the licensing process, you are agreeing to the following terms and conditions on behalf of the Licensee identified below, and you represent and warrant that you are authorized to do so.
DIFFNET - Headache Differential Diagnosis Software (2019-070)
Clinical Use License
Please Note: The Licensee must have a License associated with EACH authorized user by whom the Work will be used.
Number of Authorized Users: AGREEMENT - QUANTITY
License Fee is $AGREEMENT - UNIT PRICE ($) USD X Number of users (AGREEMENT - QUANTITY). The total due, $AGREEMENT - TOTAL PRICE ($), is payable upon checkout.
LICENSEE: LICENSEE - ORGANIZATION
Contact - LICENSEE - FIRST NAME LICENSEE - LAST NAME
Contact Email - LICENSEE - EMAIL ADDRESS
Contact Phone - LICENSEE - PHONE NUMBER
And residing or doing business at -
LICENSEE ADDRESS - STREET LICENSEE ADDRESS - STREET (LINE TWO)
LICENSEE ADDRESS - CITY, LICENSEE ADDRESS - STATE LICENSEE ADDRESS - ZIP CODE
LICENSEE ADDRESS - COUNTRY
TERMS AND CONDITIONS - The following terms and conditions govern this Agreement by and between Rutgers. The State University of New Jersey ("University") and the Licensee.
Definitions - For purposes of this agreement, the following terms have the following meanings.
"Accompanying Documentation" means any documentation that is included with the Work.
"Approved Copies" means duplicates of the Work that shall include the statement below.
©2017-2019 Rutgers, The State University of New Jersey, All rights reserved. Do not copy or reproduce without permission.
“Authorized Users” means the use of the Work by Licensee is limited to the number of Authorized Users indicated above and for which Licensee has paid a fee.
"Derivatives" means material created by Licensee, which is modeled after or based in whole or in part on the Work, including, but not limited to, translations of the Work to other foreign languages, and abridgments, condensations, revisions, and software incorporating all or any part of the Work.
"Effective Date" means the date when the Licensee clicks the button indicating agreement with all the terms and conditions of the license and has successfully completed payment in the checkout process. The Effective Date is GENERAL - EFFECTIVE DATE.
"Licensee" means the individual named LICENSEE - FIRST NAME LICENSEE - LAST NAME having an address at:
LICENSEE ADDRESS - STREETLICENSEE ADDRESS - STREET (LINE TWO)
LICENSEE ADDRESS - CITY, LICENSEE ADDRESS - STATE LICENSEE ADDRESS - ZIP CODE
LICENSEE ADDRESS - COUNTRY
"Purpose" means use, display and
performance of Approved Copies pursuant to the Terms &
Conditions of this Agreement, for use by the Licensee for the evaluation of
Licensee’s in-house patient care and for no other purpose.
"Term" The Term of this Agreement shall commence on the Effective Date and shall expire, without any further action by the University, on the first (1st) anniversary of the Effective Date.
"Work" means DIFFNET - Headache Differential Diagnosis Software associated with RU Docket No: 2019-070. This Work is in the English language.
Grant of License - 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 Approved Copies for the Purpose set forth in this Agreement.
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 Work.
Reservation of Rights - Title to and ownership of any derivatives created by University shall be owned by the University. Licensee further agrees that all right, title and interest in and to the Work (and all intellectual property rights embodied therein) or any modification or improvement thereof made by University is proprietary to University. All rights not expressly granted to Licensee under the Agreement are reserved by University.
University Intellectual Property Rights -Title to and ownership of the Work 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 Licensor's Office of Research Commercialization.
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 reasonable steps to protect University's ownership rights in and to the Work. Licensee shall not:
- remove the University copyright notice and/or other proprietary notices;
- distribute any part of the Work except as may be allowed for the Purpose of the Agreement;
- create derivative works based in whole or in part on the Work;
- alter or otherwise modify the Work;
- reproduce, distribute or resell in any manner the Work or incorporate the Work in any commercial product or service.
Audit - The University may audit Licensee's usage and records directly relating to the Work to ensure that Licensee is using the Work 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.
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 Work (including but not limited to any product that contains or is manufactured with the use of the Work) or (ii) Licensee’s breach of any obligation or representation under the Agreement.
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 University may terminate the Agreement immediately by delivering to the Licensee a written notice of termination if the Licensee or its agents or representatives commences or maintains an action in any court of competent jurisdiction or a proceeding before any governmental agency asserting or alleging, in any respect, the validity or enforceability of any of the Work.
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 Work, terminate; and upon request Licensee shall return (or destroy and certify destruction) of any copies of the Work, however Licensee shall be permitted to keep copies of the Work to ensure compliance with this Agreement and for its own internal data management purposes.
This license and the associated the Work are provided “AS IS” and WITHOUT WARRANTY OF PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND WITHOUT ANY OTHER WARRANTY WHETHER EXPRESS OR IMPLIED. RUTGERS MAKES NO REPRESENTATION AND DISCLAIMS ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, THAT THE WORK ITSELF OR ANY OTHER USE OF THE WORK WILL NOT INFRINGE ANY COPYRIGHT OR OTHER PROPRIETARY RIGHT.
IN NO EVENT SHALL RUTGERS BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, RESULTING FROM EXERCISE OF THIS LICENSE BY OR ON BEHALF OF LICENSEE OR ITS AFFILIATES OR MANUFACTURE, SALE, OR USE OF THE WORK LICENSED HEREUNDER.
Nothing in this Agreement shall be construed as:
a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of copyrights or other intellectual property rights; or
conferring by implication, estoppel or otherwise any license or rights under any copyrights or other intellectual property; or
an obligation to furnish any know-how not provided in the Work licensed hereunder; or
a warranty or representation of the freedom to operate the Work.
LIMITATION OF LIABILITY - To the maximum extent permitted by applicable law, none of Rutgers, its governors, trustees, officers, employees, students, agents and the Author(s) (each an “Indemnified Person”) shall have any liability or responsibility whatsoever to Licensee, any Affiliate of Licensee, or any other person or Entity for or on account of (and Licensee agrees and covenants not to sue any Indemnified Person in connection with) any injury, loss, or damage of any kind or nature, sustained by, or any damage assessed or asserted against, or any other liability incurred by or imposed upon, Licensee of any of its Affiliates, or any other person or Entity, whether direct, indirect, special, punitive, incidental, consequential or otherwise arising under any legal theory (and further excluding without limitation any existing or anticipated profits or opportunities for profits lost by Licensee or any of its Affiliates) arising out of or in connection with or resulting from (i) the production, use or sale of the Work or Licensed Products by Licensee or any Affiliates of Licensee; (ii) any advertising or other promotional activities with respect to either of the foregoing; or (iv) the production, use, or sale of any product, process or service, identified, characterized or otherwise developed by Licensee or any Affiliates of Licensee with the aid or use of the Work or a derivate work of the Work. Licensee shall indemnify and hold each Indemnified Person harmless against all claims, demands, losses, damages or penalties (including, but not limited to, attorneys’ fees) made against any Indemnified Person with respect to items (i) through (iv) above, whether or not such claims are groundless or without merit or basis.
Export and Regulatory Restrictions - Copyright - 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 Work 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. If Licensee fails to perform an obligation or otherwise breaches one or more of the terms of this Agreement, Licensee shall pay the University's costs and expenses (including actual attorneys' and investigative fees) to enforce the terms of this Agreement.
Governing Law and Forum - The internal laws of the State of New Jersey 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 New Jersey. 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 New Jersey.
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.
Assignments - The Licensee may not assign or delegate any right or duty under this Agreement, unless the University has consented, in writing, to such assignment or delegation. An assignment or delegation made in violation of this section shall be void and shall not bind the other party.
Compliance with Laws - Licensee represents and warrants that its use of the Work will comply with all applicable laws and regulations.
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 under this section:
If to University:
Rutgers, The State University of New Jersey
Office of Research Commercialization
Attention: Assoc. Vice President
33 Knightsbridge Rd., Piscataway, NJ 08854
Email: as at the Rutgers website: https://orc.rutgers.edu/about/staff-listing
If to Licensee: As set forth above in the "Licensee" section.
Accept Terms - Clicking "Accept" on the "Review and Accept Agreement" page during the licensing process indicates that you agree with the terms and conditions of this license agreement, and agree to receive required notices from the Rutgers, The State University of New Jersey electronically.