Mandatory Terms for End Users
These terms will apply because you (“End User”) are licensing, using, or are provided access to software (“NP-View”) that incorporates or is based on, certain software (“Illinois Software”) of The Board of Trustees of the University of Illinois (“University”).
1. Rights. End User may (1) use the Illinois Software only as an integral component of the NP-View; (2) make copies of the NP-View for back-up or archival purposes only (provided that all notices are included as specified in Section 4 below); and (3) End User may use the NP-View for its internal business purposes only, and will not sublicense, redistribute, or otherwise allow third parties to use them directly or indirectly, whether on a time sharing, remote job entry or service bureau arrangement. Any use of the NP-View beyond these limitations will be subject to NP’s prior written consent and payment of the applicable fees.
2. Ownership. All patents, copyrights, trade secrets and other proprietary rights in or related to the Illinois Software are and will remain the exclusive property of University, whether or not specifically recognized or perfected under applicable law. End User will not take any action that jeopardizes University’s proprietary rights. End User acknowledges and agrees that it acquires no right in the Illinois Software, except the limited use license specified in
Section 1. University will own all rights in any copy of the Illinois Software.
3. Source Code. The End User is not entitled to receive the source code version of the Illinois Software, and under no circumstances may the End User recipient reverse-compile, reverse-assemble, decompile, disassemble, decrypt, extract, or otherwise reverse-engineer or modify the object code version of NP-View.
4. Notices. The End User must reproduce and include the copyright notice(s) and proprietary legend(s) of University, as applicable, as they appear in NP-View and on any media containing NP-View and on all copies of NP-View prepared by the End User.
5. Third Party Beneficiary. End User acknowledges that the provisions of its agreement with NP, including, but not limited to these Terms (“Agreement”), are intended to inure to the benefit of University as a third party beneficiary of this Agreement, and University will be entitled to enforce such provisions against End User. End User further acknowledges that University accepts its third party beneficiary rights hereunder and that such rights will be deemed irrevocable.
6. All warranties, maintenance, and support (if any) with respect to the Illinois Software and NP-View will be provided solely by NP and not by University. UNIVERSITY MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING NP PRODUCTS OR ANY OTHER MATERIALS, SERVICES, INFORMATION, OR TECHNOLOGY, AND UNIVERSITY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-
INFRINGEMENT.
7. UNDER NO CIRCUMSTANCES WILL UNIVERSITY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF END USER OR ANY OTHER PARTY ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION,
NEGLIGENCE, STRICT LIABILITY IN TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT. IN NO EVENT WILL UNIVERSITY BE LIABLE FOR DAMAGES OR LOSSES THAT EXCEED, IN THE AGGREGATE, THE AMOUNT OF FEES PAID BY END USER FOR THE PRODUCTS THAT GAVE RISE TO SUCH DAMAGES OR LOSSES FOR EACH RESPECTIVE BREACH OR SERIES OF RELATED BREACHES, AND END USER AGREES THAT IT MUST FIRST PURSUE AND EXHAUST ALL REMEDIES AGAINST NP BEFORE PURSUING ANY REMEDY (IF ANY) AGAINST UNIVERSITY.
