CLICK-THROUGH SURVEY LICENSE AGREEMENT
The Deliverables (as defined below) will only be licensed to You by The Board of Trustees of the University of Illinois ("University") upon the condition that You accept all of the terms and conditions contained in this survey license agreement (" Agreement "). Please read this Agreement carefully. Then, fill out the registration form at the end and click the "ACCEPT / SUBMIT" button. By clicking on the "ACCEPT / SUBMIT" button, You accept the terms and conditions of this Agreement . After You click on the "ACCEPT / SUBMIT" button and Your form has been reviewed and approved, you will receive access to the survey. If You are not willing to be bound by these terms, select the "CANCEL" button at the bottom of this page.
ARTICLE 1: DEFINITIONS
The following capitalized terms are used in this Agreement with the following meanings:
"You" (or "Your") means an individual or legal entity exercising the rights granted hereunder, and complying with all of the terms of, this Agreement.
"Deliverables" means, the Survey and Survey Report and any corollary services provided to You related to the Survey Report.
"Portal" means (i) the web portal to provide credentials for accessing the Survey and for uploading the Survey Data, accessed through as identified in Schedule 1; (ii) software and services related to verifying credentials and granting access to Survey and to uploading Survey Data; (iii) the servers hosting the Survey and Survey Data.
"Survey Data" are the responses to Survey provided by You (de-identified data) to University, through use of Portal.
"Term of Agreement" or "Term" is 12 months unless earlier terminated as provided herein.
ARTICLE 2: GRANT OF LICENSE AND OTHER OBLIGATIONS
a) From University. Conditioned upon Your continuing compliance with the terms and conditions of this Agreement, The Board of Trustees of the University of Illinois ("University") hereby grants to you the non-exclusive royalty-free right to:
i. use Portal to register and access Survey;
ii. browse, view, download, reproduce, copy, and administer the Survey to Your clients;
iii. use Portal to upload Survey Data;
iv. reproduce and distribute Survey Report, including portions of the Survey questions included in such Survey Report;
v. use Survey Data for internal purposes.
b) From You. Conditioned upon University's continuing compliance with the terms and conditions of this Agreement, You hereby grant to University all ownership rights in Survey Data collected under this Agreement and uploaded by You to the Portal for analysis and creation of Survey Report. This Section 2.1(b) survives the Agreement.
Reservation of rights: Subject to the terms of this Agreement, You may use Survey Data and Survey Report for any non-profit purpose, subject to the limitations stated in section 2.4.
2.2. Additional University Deliverables. No later than thirty (30) days after receiving complete Survey Data from You, University shall make available the Survey Report to You via email address you provide in the registration form.
2.3. Additional Obligations of the Parties:
a) Your client permissions. You are responsible for ensuring that any individual You designate to participate in the Survey has granted sufficient rights and permissions under all applicable laws to allow You to collect such information and allow University's ownership and use of the de-identified Survey Data and Survey Report.
b) De-identified data. You agree that the Survey Data provided to University will be de-identified.
c) Publicity. You agree that Survey Data will not be used for purposes of public comparisons or publicity.
2.4 Limitations. You have no right to commercialize, create derivative works of, or to implement the Survey except as permitted under this Agreement, unless separate permission has been granted by the University.
2.5 No Support Services. University shall have no obligation to offer support services to You, and nothing contained herein shall be interpreted so as to require University to provide any developer support, maintenance, installation services, debugging, consultation, technical support or end-user support of any kind.
ARTICLE 3: WARRANTIES; INDEMNIFICATION
3.1. Limited Representation. University represents that it has the right, power and authority to enter into and perform its obligations under this Agreement.
3.2. Disclaimer of Warranties. The Deliverables are licensed "AS IS." EXCEPT AS SPECIFICALLY SET FORTH HEREIN, UNIVERSITY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, RELATING TO PERFORMANCE, MARKETABILITY, TITLE OR OTHERWISE IN ANY RESPECT RELATED TO THE DELIVERABLES. UNIVERSITY FURTHER DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS OF THIRD PARTIES IN CONNECTION WITH THE USE OF THE SOFTWARE, OR THE MAKING, USING OR SELLING OR OTHER DISTRIBUTION OF DELIVERABLES BY ANY PERSON OR ENTITY. YOU ASSUME THE ENTIRE RISK AND RESPONSIBILITY FOR THE SAFETY, EFFICACY, PERFORMANCE, DESIGN, MARKETABILITY, TITLE AND QUALITY OF ALL DELIVERABLES AND USE OF PORTAL. Without limiting the generality of the foregoing, University does not warrant (a) the accuracy of any information or services provided to You, or (b) the accuracy, safety, or usefulness for any purpose of the Deliverables. Nothing contained in this Agreement shall be construed as either a warranty or representation by University as to the validity or scope of any intellectual property right in the Deliverables.
3.3. Limitation of Liability. University assumes no liability in respect of any infringement of any patent, copyright, or other right of third parties due to your activities under this Agreement. In no event shall University or its affiliates, including its trustees, directors, officers, faculty, staff, students, employees, consultants and agents (collectively, the "Agents"), be responsible or liable for any indirect, special, punitive, incidental or consequential damages or lost profits to You or any other individual or entity regardless of legal theory. The above limitations on liability apply even though University or its affiliates, or any of their Agents, may have been advised of the possibility of such damage. You shall not make any statements, representations or warranties or accept any liabilities or responsibilities whatsoever with regard to any person or entity that are inconsistent with any disclaimer or limitation included in this Article 3.
(a) None of the University, any of its affiliates, or any of their respective Agents (each an " Indemnified Person") shall have any liability or responsibility whatsoever to You, or any other person or entity for or on account of (and You agree and covenant 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, You, 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 You), arising out of or in connection with or resulting from (i) the use of any Deliverables by You, (ii) any advertising or other promotional activities with respect to either of the foregoing, or (iii) the production, use, or sale of any product, process or service identified, characterized or otherwise developed by You with the aid of the Deliverables.
(b) You shall obtain and carry insurance or self-insurance in full force and effect, with the coverages and limits as are reasonably adequate to ensure that You can meet its obligations to University pursuant to this Article 3, the nature and extent of which insurance shall be commensurate with usual and customary industry practices for similarly situated individuals or entities. Upon request by University, You will provide University, for itself, with appropriate certificates of insurance or, if self-insured, a statement certifying that You conduct a reasonable program of self-insurance sufficient to cover its obligations hereunder.
4.1. Notification. If You become aware of the infringement of any intellectual property right in the Deliverables within the Field, You shall immediately notify University by sending email to email@example.com and/or email address as provided in Portal.
5.1. Term. Unless terminated earlier under Section 5.2 or 5.3, this Agreement shall become effective as of Your acceptance of this Agreement and shall remain in effect for the term set forth in Term, unless earlier terminated as specified herein.
5.2 Your Right to Terminate. You may terminate this Agreement at any time by written notice to University at firstname.lastname@example.org and/or email address as provided in Portal providing thirty (30) days written notice.
5.4. Effect of Termination. Starting Termination date You shall have no more access to the Portal. Notwithstanding the termination of the other provisions of this Agreement pursuant to Section 5.2 or 5.3, the following provisions of this Agreement shall survive such termination:
(a) Section 2.1(a)(v), 2.1(b), Article 3, this Section 5 and Article 6 below;
(b) Any cause of action or claim by You or University, accrued or to accrue, because of any breach or default of this Agreement by the other party.
ARTICLE 6: MISCELLANEOUS
6.1. Assignment. This Agreement shall not be assigned by You without the prior written consent of University granted or withheld in the discretion of the University. Prior to any such assignment becoming effective, all amounts due must be paid in full and a permitted assignee must agree in writing to become bound by this Agreement.
6.2. Entire Agreement, Amendment and Waiver. This Agreement (including any attached schedules) contains the entire understanding of the parties with respect to the subject matter of this Agreement and supersedes any and all prior written or oral discussions, arrangements, courses of conduct or agreements. This Agreement may be amended only by an instrument in writing duly executed by the parties. Any express waiver or failure by either party to promptly enforce any provision of this Agreement will not create a continuing waiver or any expectation of non-enforcement of that or any other provision.
6.3. Notices. All notices required or desired to be given under this Agreement to be made to University under this Agreement, shall be delivered to email@example.com.
6.4. Enforcement. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effectuate the intent of the parties and the remainder of this Agreement will continue in full force and effect.
6.5. Governing Law. This Agreement is governed and interpreted under the laws of Illinois, excluding its conflict of laws provisions.
6.6. Jurisdiction. In consideration of the performance by University of this Agreement, You agree that, unless otherwise agreed by University in writing, all actions or proceedings related to this Agreement shall be litigated in courts located within the State of Illinois. You (i) consent and submit to the jurisdiction of any local or state court located within said state, (ii) consent to delivery and service of process by means of the notice provisions established in this Agreement, and (iii) shall not bring any action or claim against University in any other jurisdiction without the prior written consent of University granted in University's sole discretion.
6.7. Export Controls. You agree to strictly comply with any and all applicable United States export control laws and regulations and foreign export or import laws and regulations.
6.8. Relationship of Parties. The parties to this Agreement are independent contractors. There is no relationship of principal to agent, master to servant, employer to employee, or franchiser to franchisee between the parties. Neither party has the authority to bind the other or incur any obligation on its behalf.
6.9. Use of names and trademarks. You shall not use the names or trademarks of University or Agents, or any adaptation thereof, in any commercial activity, marketing, advertising or sales brochures without the prior written consent of University.
6.10. Copyright Notices. All copies of the Survey Data and Survey Report shall include the copyright notice as specified below, or such other reasonable notice as University shall from time to time require, on each copy of the same: "Copyright 2018 The Board of Trustees of the University of Illinois. All rights reserved."
Approved for form University legal counsel SJA 03/18
Schedule 1: Survey Reporting and Deliverables Description
"Portal" web portal URL is: https://internationaleffectiveness.engineering.illinois.edu/
OTM Technology No. 2017-194, titled "Diagnostic Tool for Engineering Effectiveness in Rural International Societies".
Creator: Ann-Perry Witmer
Brief Description: The Survey provides a list of 41 questions (rated on 5-point Likert scales) to evaluate relative influences of critical non-engineering conditions and guidelines for selection/implementation of technologies within a rural society. The Survey identifies design and implementation strategies that enhance engineered infrastructure sustainability and durability.
"Survey Report": The following information is provided in the Report.
· Column 1 lists the five community influences most likely to affect design, implementation and acceptance of an engineered infrastructure.
· Column 2 shows the raw scores of each influence for the community, based upon scores You provided after observing Your client.
· Column 3 draws upon open and free data from World Bank database of World Development Indicators. Where data are lacking for Your country, those absences are not included in calculations. Religious composition is evaluated using open and free Pew Research Center data.
· Column 4 provides a weighted, relative influence score for Your client community, factoring in national norms to identify the conditions that most strongly govern your client's approach to an engineered infrastructure.
The following information is also provided: Guidelines for interpreting the high and low scores of the contextual influences, and Guidelines as to how to approach the design of the engineering infrastructure.