End User License Agreement
Welcome to the PTEN Cleveland Clinic Score Calculator. The features are provided to you subject to the following license agreement. If you visit this website or use the calculator, you accept the license agreement. Any unauthorized use or access will be in violation of the Cleveland Clinic Foundation’s proprietary and intellectual property. Please read this carefully.
PTEN CLEVELAND CLINIC SCORE CALCULATOR ONLINE LICENSE AGREEMENT
1) LICENSE USE OF PTEN SOFTWARE. Subject to the provisions of this Agreement, CCF hereby grants to Licensee a nonexclusive, nonassignable and nontransferable limited license to use the PTEN Cleveland Clinic Score Calculator (“PTEN”) on a per-click basis, expiring at the close of Licensee’s current session. The use of this license is restricted to academic researchers and clinicians; any commercial use (e.g. in a commercial prognostic testing, or for use in drug development and/or validation studies) is strictly prohibited.
2) OWNERSHIP OF PTEN Licensee acknowledges that the PTEN is the exclusive property of CCF and that title to the above shall at all times remain with CCF. Licensee further acknowledges that Licensee has no rights in the PTEN or any documentation except those expressly granted by this Agreement. Licensee will take all reasonable steps to protect the PTEN and documentation from any use, reproduction, publication, disclosure, or distribution that is not specifically authorized by this Agreement.
3) RESTRICTIONS. Licensee shall not market, sell, distribute, sublicense, use, modify, translate, reproduce, dispose of, rent, lease, or authorize or permit use of any portion of the PTEN except as expressly permitted in this Agreement. Licensee may not cause or permit decompilation, reverse compilation, reverse engineering, or reverse assembly of all or any portion of the Software, except as expressly provided by applicable law.
4) NO WARRANTY (SOFTWARE LICENSED AS IS). CCF LICENSES THE PTEN AS IS AND AT LICENSEE’S OWN RISK. CCF HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE AND CCF SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT AND ANY IMPLIED WARRANTY OF TITLE.
5) LIMITATION OF LIABILITY. CCF SHALL HAVE NO LIABILITY WHATEVER FOR DIRECT, INDIRECT, OR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OR LOST PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CCF’S FULL LIABILITY ARISING IN CONNECTION WITH OR UNDER THIS AGREEMENT (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, MISREPRESENTATION, FRAUD, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LAW) EXCEED THE FEES PAID TO CCF FOR THIS LICENSE.
6) TERM AND TERMINATION. This license expires at the end of Licensee’s session. CCF may terminate or revoke this Agreement at any time for any breaches of this Agreement. In the event of any termination hereof or of any license granted hereunder, CCF requires that Licensee cease any further use of the PTEN or any portion thereof. CCF’s foregoing rights and remedies shall be cumulative and in addition to all other rights and remedies available to CCF in law and in equity.
7) CONFIDENTIALITY. Licensee acknowledges that the PTEN and Documentation contain confidential information and trade secrets that CCF states have been developed or acquired by CCF through the expenditure of a great deal of time and money. Licensee agrees to maintain and protect the confidentiality of this confidential information and these trade secrets and agrees not to disclose them or use them for any purpose not contemplated by this Agreement. Licensee agrees to formulate and adopt appropriate safeguards in light of its own operating activities to ensure protection of the confidentiality of this confidential information and these trade secrets. The restrictions on disclosure set forth above shall not apply when, and to the extent that, such PTEN and Documentation received by Licensee from CCF: (i) is part of the public knowledge or literature; (ii) is made available to the general public by CCF or a third party who is lawfully in possession of such information, not as a result of any action or failure to act on the part of Licensee; (iii) was previously known to Licensee free of any obligation to keep it confidential; (iv) is subsequently disclosed to Licensee free of any obligation to keep it confidential; or (v) is independently developed by Licensee or a third party.
8) APPLICABLE LAWS AND VENUE. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Ohio, without giving effect to any principles of conflicts of laws. All actions shall be brought before the United States District Court for the Northern District of Ohio, Eastern Division, or the Cuyahoga County Court of Common Pleas for state court claims.
9) COMPLIANCE WITH LICENSE AND LAWS. Licensee will comply with all applicable laws, rules and regulations.
10) INDEMNIFICATION To the fullest extent permitted by law, Licensee shall indemnify, defend and hold harmless CCF and its affiliates, and their respective directors, officers, managers, employees and agents, from and against any and all damages, suits, investigations, demands, claims and proceedings and all related costs, penalties, interest, or expenses (including reasonable attorneys’ fees and costs as incurred by counsel of CCF’s choice) at all levels of litigation or other proceeding which may be sustained or incurred by CCF at any time, relating to or arising from Licensee’s breach or alleged breach of any obligation under this Agreement, or relating to or arising from any act or omission by Licensee, its directors, officers, employees, or agents in connection with the performance under this Agreement, including without limitation, as a result of Licensee’s violation of federal, state or local laws, rules or regulations.
11) SURVIVAL. Those provisions that would naturally survive the termination of this Agreement shall so survive and continue to be enforceable.