END USER LICENSE AGREEMENT

 

END USER LICENSE AGREEMENT

This is a legal agreement between you, the end user, (either an individual or an entity), and The University of Chicago (“Chicago”) for the accompanying software product. This license (“License” or “Agreement”) contains rights and restrictions associated with use of the accompanying software (“Software”) downloaded from the Apple App Store. PLEASE READ THE LICENSE CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE. BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.  THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE PROGRAM BETWEEN YOU AND CHICAGO, AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.  The terms of this license will govern any upgrades provided by Chicago that replace and/or supplement the original Software, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

1. Licensor’s Rights.  You acknowledge and agree that the Software and any accompanying documentation are proprietary to Chicago and are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. You acknowledge and agree further that all right, title, interest in and to the Software, including associated intellectual property rights, are and shall remain with Chicago.  The Software is licensed, not sold. Accordingly, this License does not convey to you an interest in or to the Software, but only a limited right to use as specified in this Agreement revocable in accordance with the terms of this Agreement.  You and Chicago acknowledge that this Agreement is concluded between you and Chicago only, and not with Apple.  Chicago, not Apple, is solely responsible for the Software and the content thereof, and only to the extent provided in this Agreement.

2. Scope of License.  Chicago grants to you, and you accept, a non-exclusive, non-transferable limited license to use the Software, only on any Apple-branded products running iOS (including but not limited to iPad, iPhone, and iPod touch) (“iOS Devices”) or Mac OS X (“Mac Computers”), as applicable (collectively, “Apple Device(s)”) that you own or control and as permitted by the usage rules set forth in the Mac App Store, App Store and iBookstore Terms and Conditions (the “Usage Rules”). You may not reverse assemble, reverse compile, or otherwise translate the Software.  This license does not allow you to use the Software on any Apple Device that you do not own or control, and except as provided in the Usage Rules, you may not distribute or make the Software available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, transfer redistribute, or sublicense the Software and, if you sell your Mac Computer or iOS Device to a third party, you must remove the Software from the Mac Computer or iOS Device before doing so. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Software).

3. Data Collection. You agree that Chicago may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Software. Chicago may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

4. Termination. The license is effective until terminated by you or Chicago. Your rights under this license will terminate automatically without notice from Chicago if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Software and destroy all copies, full or partial, of the Software.

5. External Services. The Software may enable access to Chicago and/or third-party services and websites (collectively and individually, “External Services”). Use of the External Services requires Internet access and use of certain External Services requires you to accept additional terms. By using the Software in connection with an iTunes Store account, you agree to the latest iTunes Store Terms and Conditions and Usage Rules, which you may access and review at http://www.apple.com/legal/itunes/ww/.  You understand that by using any of the External Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use the External Services at your sole risk and that neither Chicago nor its affiliates and the trustees, directors, officers, employees, fellows and agents of any of the foregoing shall have any liability to you for content that may be found to be offensive, indecent, or objectionable.  Neither Chicago, nor its affiliates and the trustees, directors, officers, employees, fellows and agents of any of the foregoing, nor any of its content providers guarantees the availability, accuracy, completeness, reliability, or timeliness of stock information, location data or any other data displayed by any External Services.  Financial information displayed by any External Services is for general informational purposes only and should not be relied upon as investment advice. Before executing any securities transaction based upon information obtained through the External Services, you should consult with a financial or securities professional who is legally qualified to give financial or securities advice in your country or region. Location data provided by any External Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate, time-delayed or incomplete location data may lead to death, personal injury, property or environmental damage.  You agree that the External Services may contain proprietary content, information and material that is owned by Chicago and/or its agents or others, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the External Services or in any manner that is inconsistent with the terms of this Agreement or that infringes any intellectual property rights of a third party or Apple.  To the extent you choose to use or access such External Services, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. You shall not exploit the External Services in any unauthorized way whatsoever, including but not limited to, using the External Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the External Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that neither Chicago nor its agents is in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the External Services.  In addition, External Services and Third Party Materials that may be accessed from, displayed on or linked to from the Apple Devices are not available in all languages or in all countries or regions. Licensor makes no representation that such External Services and Materials are appropriate or available for use in any particular location. Chicago and third parties reserves the right to change, suspend, remove, or disable access to any External Services at any time without notice. In no event will Chicago be liable for the removal of or disabling of access to any such External Services. Chicago may also impose limits on the use of or access to certain External Services, in any case and without notice or liability.

6. Third-Party Materials.  Certain External Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the External Services, you acknowledge and agree that neither Chicago nor its affiliates and the trustees, directors, officers, employees, fellows and agents of any of the foregoing are responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Neither Chicago nor its affiliates and the trustees, directors, officers, employees, fellows and agents of any of the foregoing warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you.

7. High Risk Activities.  The Software is not fault-tolerant and is not designed, manufactured or intended for use in on-line control equipment in hazardous environments requiring fail-safe performance, such as in the design, construction, operation or maintenance of any aircraft, air traffic, aircraft navigation, aircraft communications, nuclear facilities, direct or indirect life support machines, weapons systems, or nuclear power generation. Chicago and its agents specifically disclaim any express or implied warranty of fitness for such activities. You warrant that you will not use the Software for any such purpose.

8. Trademarks and Logos.  This Agreement does not authorize you to use any symbol, term, name, trademark, service mark, design, or logo (“Trademarks”) that Chicago uses to identify Chicago as the source of the Software product. You acknowledge that the Trademarks remain the exclusive property of UC.

9. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SERVICES PERFORMED OR PROVIDED BY THE SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CHICAGO HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. CHICAGO DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CHICAGO OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. 

10. Apple’s Limitations.  In the event of any failure of the Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Software to you.  To the maximum extent of the law, Apple will have no other warranty obligation whatsoever with respect to the Software.  In the event of any third party claim that the Software or your possession and use of the Software infringes that third party’s intellectual property rights Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

11. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL CHICAGO BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CHICAGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Chicago’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount paid to Chicago by you for use of the Software. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

12. Indemnification.  You agree to indemnify, defend and hold harmless Chicago, its Affiliates and the trustees, directors, officers, employees, fellows and agents of any of the foregoing (collectively the “Indemnified Persons”) from and against any and all claims, demands, loss, damage, penalty, cost or expense (including attorneys' and witnesses' fees and costs) of any kind or nature, based upon, arising out of, or otherwise relating to this Agreement, including without limitation (i) any claim arising from the use of the Software and all activities associated therewith, or (ii) any use of information provided by Chicago to you.  You agree not to sue any Indemnified Person in connection with the use or other disposition of the Software and all activities associated therewith.  Chicago shall be entitled to participate at its option and expense through counsel of its own selection, and may join in any legal actions related to any such claims, demands, losses, damages, costs, expenses and penalties.  You shall not enter into any settlement affecting any rights or obligations of any Indemnified Person or which includes an express or implied admission of liability, negligence or wrongdoing by any Indemnified Person, without the prior written consent of such Indemnified Person.  Apple is not responsible for addressing any claims of the end-user or any third party relating to the Software or the end-user’s possession and/or use of the Software.

13. Export. You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

14. Commercial Items. The Software and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

15. Miscellaneous. The laws of the State of Illinois, excluding its conflicts of law rules, govern this license and your use of the Software. Your use of the Software may also be subject to other local, state, national, or international laws. Should any term of this License be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.  The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

16. Maintenance and Support.   You acknowledge that Chicago has no obligation to furnish any maintenance and support, except where required by law.  You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software.

17. Third Part Beneficiary. You and Chicago agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this EULA, and that, upon your acceptance of these terms and conditions of the EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA as a third party beneficiary.

18. Developer Name and Address.  Please direct any questions, complaints or claims with respect to the Software to:  UChicagoTech ATTN: Project Coordinators, 6030 S Ellis Ave, Suite 2S, Chicago, IL 60637,mobile@uchicago.edu, 773-702-5800.