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.
Minnesota Living with Heart Failure Unlimited Patient Care License
License Fee is $AGREEMENT - UNIT PRICE ($). The Unlimited Patient Care License can be used by the licensee in all its facilities.
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 the Regents of the University of Minnesota, a constitutional corporation under the laws of the State of Minnesota, ("University") and the Licensee.
Definitions - For purposes of this agreement, the following terms have the following meanings.
"Accompanying Documentation" means the following:
The Overview Document (123 KB .PDF)
"Approved Copies" means duplicates of the Work that shall include the statement below:
©1986 Regents of the University of Minnesota, All rights reserved. Do not copy or reproduce without permission. LIVING WITH HEART FAILURE® is a registered trademark of the Regents of the University of Minnesota.
"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.
"Licensed Mark" means US Trademark Registration No. 2,378,845 for the mark "LIVING WITH HEART FAILURE", registered to the Regents of the University of Minnesota.
"Licensed Technology" means collectively the Work, the Licensed Mark, Approved Copies and the Accompanying Documentation.
"Purpose" Means the use of the Licensed Technology pursuant to the Terms & Conditions of this Agreement, for use by the Licensee for the evaluation of Licensee’s in-house patient care and evaluation 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 tenth (10th) anniversary of the Effective Date.
"Work" means the Living with Heart Failure ® Questionnaire and the Instructions for Data Collection and Scoring. This Work is in the English language; and is identified as University Case #: 94019.
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 reproduce the Work and 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 Licensed Technology.
University Intellectual Property Rights -Title to and ownership of the Licensed Technology 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 Licensee's Office of University Relations.
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 steps reasonable to protect UNIVERSITY's ownership rights in the Licensed Technology. LICENSEE shall not:
- make copies of the Licensed Technology except as may be allowed for the Purpose of the Agreement;
- remove the UNIVERSITY copyright notice and/or other proprietary notices;
- alter or otherwise modify the Licensed Technology;
- create derivative works based in whole or in part on the Licensed Technology;
- reproduce, resell or otherwise distribute Licensed Technology.
Audit - Licensor may audit Licensee's usage and records directly relating to the Licensed Technology to ensure that Licensee is using the Licensed Technology 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 Licensed Technology (including but not limited to any product that contains or is manufactured with the use of the Licensed Technology) or (ii) Licensee’s breach of any obligation or representation under the Agreement.
Permitted Trademark Usage - Licensee's use of a Licensed Mark in any manner shall inure to the benefit of the University. The Licensee agrees that it will not: (i) challenge, cause, or assist any other person to contest the validity of a Licensed Mark or the University's sole and exclusive rights in each Licensed Mark; (ii) use a Licensed Mark or any components thereof, or any words or designs confusingly similar thereto, in any way other than in connection with the Licensed Technology; (iii) attempt to register or register, assist in registering, or cause to be registered a Licensed Mark or any components thereof or any words or designs confusingly similar thereto, as or within any trademark, corporate name, trade name, or domain name; or (iv) commit any act that might prejudice or adversely affect the validity of a Licensed Mark or the University's rights in each Licensed Mark. The Licensee shall use the Licensed Marks in full compliance with all applicable federal, state, territorial, and provincial laws, including all applicable federal export laws and regulations.
Trademark Standards - Licensee recognizes the importance to the University of maintaining high, uniformly applied standards of quality in the Licensed Technology identified by a Licensed Mark, and covenants that Licensed Technology covered by this Agreement shall be of high standard and quality. The Licensee agrees to follow any and all written specifications of the University relating to the nature and quality of Licensed Technology and the use of the Licensed Marks. From time to time during the term of the Agreement, as requested by the University in writing, the Licensee shall submit sample(s) of requested Licensed Technology to the University for its inspection and approval. Such specimen(s) or sample(s) may be used by University in the filing, prosecution or maintenance of a Licensed Mark. Licensee further agrees to cooperate, from time to time as necessary, with the University in the filing, prosecution and maintenance of the Licensed Marks.
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 Licensed Technology.
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 Licensed Technology, terminate; and upon request Licensee shall return (or destroy and certify destruction) of any copies of the Licensed Technology, however Licensee shall be permitted to keep copies of the Licensed Technology to ensure compliance with this Agreement and for its own internal data management purposes.
Translations - Licensee may translate the questionnaire solely for its own internal, non-commercial use. University is not responsible for and assumes no liability for the accuracy of the translation.
Disclaimer - THE LICENSED TECHNOLOGY IS PROVIDED "AS IS." UNIVERSITY MAKES NO WARRANTIES OR REPRESENTATIONS RELATING TO THE LICENSED TECHNOLOGY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND EXPRESSLY EXCLUDES THE WARRANTY OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. UNIVERSITY DOES NOT WARRANT THAT THE LICENSED TECHNOLOGY WILL SATISFY LICENSEE'S REQUIREMENTS.
LIMITATION OF LIABILITY - UNIVERSITY IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCURRED BY THE LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF THE UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE UNIVERSITY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE LICENSE FEE PAID TO THE UNIVERSITY UNDER THE AGREEMENT. THIS LIMITATION APPLIES REGARDLESS OF WHETHER OTHER PROVISIONS OF THIS LICENSE HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THESE LIMITS. LICENSEE ACKNOWLEDGES AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS LICENSE AND THAT IN THE ABSENCE OF SUCH LIMITATIONS, THE MATERIAL AND ECONOMIC TERMS OF THIS LICENSE WOULD BE SUBSTANTIALLY DIFFERENT.
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 Licensed Technology 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 Minnesota 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 Hennepin County, Minnesota. 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 Minnesota.
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 Licensed Technology 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:
Office for Technology Commercialization, University of Minnesota
Attn: Contracts Manager
McNamara Alumni Center
200 Oak St. SE, Suite 280
Minneapolis, MN 55455
If notice alleges breach of the Agreement, a copy must be sent to:
Office of the General Counsel, University of Minnesota
Attention: Director of Transactional Law Services.
200 Oak Street, SE
Minneapolis, MN, 55455
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 University of Minnesota electronically.