Table of contents
Last updated: June 27, 2023.
Please read this Terms of Use Agreement (“Agreement”) carefully. University of Pittsburgh (“Upitt”) provides access to an online platform (“Platform”) that enables end users to find licensable technologies, request licenses for these technologies, and access licensed file downloads (together with the Platform, the “Services”). This Agreement governs the use of the Services. By completing the online registration process, executing an Order Form that references this Agreement (an “Order”), or otherwise using the Services, the individual or entity identified as a User on the Platform (“User”) represents that (1) it has read, understood and agrees to be bound by this Agreement, and (2) the individual entering into this Agreement has the authority to enter into this Agreement personally or on behalf of the entity named as a User on the Platform. If User does not agree to be bound by this Agreement, User may not access or use the Services. The Services shall also be subject to the Privacy Policy as modified from time to time.
SERVICES
Grant.
Subject to the terms of this Agreement, University of Pittsburgh grants User a non-exclusive, non-transferable, non-sublicensable license to access and use the features and functions of Services for User's internal business purposes.
Restrictions.
User acknowledges and agrees that the Services are not intended as, do not provide, and User shall not use the Services for, "freedom to operate" or "right to use" services, analysis or opinions. In addition, User may not, directly or indirectly: (a) modify or create derivative works of the Platform or any portion thereof; (b) decompile, reverse engineer, or translate any portion of the Platform into human-readable form (except to the extent expressly allowed by applicable law); (c) rent, lease, share, distribute, sublicense or sell the Services to any third party, including on a service bureau or similar basis; (d) remove, alter or deface proprietary notices or marks in the Services or any documentation provided in connection therewith; (e) perform any, or disclose the results of, testing or benchmarking of the Platform; (f) circumvent or disable the Platform's security, copyright protection, or license management mechanisms, (g) interfere with the Platform's operation; (h) use the Services to violate the law or the rights of any third party; or (i) attempt to do any of the foregoing.
Users.
Each User account is issued to a specific individual via e-mail address and only that User is permitted to use the Platform. User accounts are not permitted to be shared. Users must keep Platform credentials secure, and immediately inform University of Pittsburgh of any suspected unauthorized use of the Services.
Updates and Changes.
User acknowledges that University of Pittsburgh may update, modify and discontinue certain features and functions of the Services from time to time.
UPTIME AND SUPPORT
Availability.
University of Pittsburgh will use commercially reasonable efforts to make the Platform available in accordance with its historical uptimes, except for scheduled downtime and any unavailability caused by events beyond our reasonable control, such as fires, natural disasters, government actions, civil unrest, Internet service provider failures or delays, or denial of service attacks that would not be stopped by the use of standard security measures.
Support.
University of Pittsburgh will use commercially reasonable efforts to promptly respond to issues with the Services reported by User through any "support" feature of the Platform or by email to team@c8e.ai during normal business hours of University of Pittsburgh.
DATA
Usage Information.
University of Pittsburgh may collect or generate data regarding installation, registration, and use of the Platform, and Platform performance, including response times, load averages, usage statistics, and activity logs, (collectively, “Usage Information”). University of Pittsburgh may use Usage Information for any purpose, including to enhance its analytical models, monitor use of the Platform and improve products and services; provided that University of Pittsburgh shall not use any Usage Information publicly other than on an anonymous basis or to provide User contact details to Third-Party Providers to the extent that they need such details in order to enable them to execute their contractual responsibilities.
INTELLECTUAL PROPERTY
Platform.
Except for the license granted in Section 1.1, University of Pittsburgh or its licensors retain all right, title and interest in the Platform, any documentation made available in connection with the Platform, the Usage Information (as defined below), and any derivative works thereof.
Licensable Technologies.
Terms related to licensable technologies can be found on the technology license request form (for technologies that can be "express licensed"), by filling out the technology's "contact" form, or by contacting University of Pittsburgh at team@c8e.ai.
TERM AND TERMINATION
Term.
This Agreement will become effective on the date that this Agreement is accepted (in accordance with the preamble) and will continue until terminated.
Termination.
Either party may terminate this Agreement for a material breach of the other party that remains uncured 90 days after the breaching party's receipt of notice of such breach.
Effects of Termination.
Upon expiration or termination of this Agreement, (a) all licenses granted under this Agreement will terminate; and (b) User will stop using the Services. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.
WARRANTIES AND DISCLAIMERS
Mutual.
University of Pittsburgh and User each represent and warrant that it has the full right and authority to enter into and perform its obligations under this Agreement, and that doing so will not violate any agreement such party may have with a third party.
Disclaimer.
UNIVERSITY OF PITTSBURGH EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR ANY OTHER SERVICES UNIVERSITY OF PITTSBURGH MAY PROVIDE.UNIVERSITY OF PITTSBURGH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
Not a Freedom to Operate Service.
The Services are not intended as, and does not provide, "freedom to operate" or "right to use" services, opinions or analysis.
LIMITATION OF LIABILITY
NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL OR OTHER INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. SERVICES MAY BE SUSPENDED, TERMINATED OR DISCONTINUED AT ANY TIME AT SOLE DISCRETION of UNIVERSITY OF PITTSBURGH. UNIVERSITY OF PITTSBURGH DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THIS AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A SERVICE.ANTI-CORRUPTION
User has not received or been offered any bribe, kickback, illegal or improper payment, gift, or thing of value from any person or entity in connection with this Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. If User becomes aware of any violation of the above restriction, User will promptly notify General Counsel of University of Pittsburgh at team@c8e.ai.GENERAL
Governing Law and Venue; Jury Trial.
This Agreement will be governed by and interpreted in accordance with the laws of the State of New York without regard to choice of law principles. The parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York for any action arising out this Agreement. Each party waives the right to trial by jury in any action arising out of or relating to this Agreement.
Independent Contractors.
The parties are independent contractors and this Agreement does not create a partnership, joint venture or agency relationship between them. Neither party will represent that it has the power to bind the other.
Waiver; Severability.
A party's failure to enforce a provision of this Agreement will not waive its right to enforce a subsequent breach of that or any other provision. A court's determination that any provision of this Agreement is invalid will not affect any other provisions.
Assignment.
Neither party may assign this Agreement without the other party's prior written consent, except if that University of Pittsburgh may assign this Agreement to an affiliate and either party may assign this Agreement to a successor in connection with a merger, consolidation or sale of all or substantially all of a party's stock or assets that relate to this Agreement; provided, that, any such successor agrees in writing to assume all of the assigning party's rights and obligations hereunder.
Force Majeure.
Except for payment obligations, neither party will be liable for a failure to perform its obligations under this Agreement as a result of events beyond its reasonable control that cannot be mitigated by the exercise of reasonable care.
Notices.
All legal notices related to this Agreement will be in writing and sent via overnight courier requiring signature on delivery to (i) for University of Pittsburgh at its mailing address and (ii) for User, User's address specified on the applicable Order. Operational communications, including changing a party's notice address, may be delivered by email. User will maintain accurate contact information by updating University of Pittsburgh at team@c8e.ai.
Entire Agreement; Amendment.
This Agreement and each Order constitute the entire agreement of the parties with respect to its subject matter. Other terms and preprinted terms on or attached to any invoice, purchase order, quote or order acknowledgement shall be void and of no effect. University of Pittsburgh may modify this Agreement from time to time in its sole discretion, provided that any changes which limit any rights previously granted to User shall only be effective upon a renewal of the applicable Services.
Modifications.
University of Pittsburgh may change the terms of this Agreement from time to time. University of Pittsburgh may also notify User of any updates by email, and User is solely responsible for maintaining an up-to-date email address. Continued use of the Services will constitute acceptance of the terms and conditions therein.