This License Agreement is between the licensee (“You”) and Texas A&M AgriLife Extension Service. (“AgriLife”), a member of The Texas A&M University System (“TAMUS”), an agency of the State of Texas.
Unless superseded by a signed license agreement between You and AgriLife, AgriLife is willing to license Products to You only if You accept all terms and conditions contained in this License Agreement. Please read the terms and conditions carefully. You have no right to copy, complete installation or otherwise use the Products in any manner until You have agreed to the terms and conditions of the License Agreement. If You do not agree to the terms and conditions as stated, you may not install the product. You may then request a refund of applicable fees paid, which will be reviewed and approved on a case-by-case basis subject to AgriLife’s return and refund policy.
Definitions. The terms used are defined as follows:
Products are licensed, not sold. AgriLife owns Products and all copies, which are protected by United States and applicable international laws, treaties, and conventions regarding intellectual property and proprietary rights including trade secrets. You agree to use reasonable means to protect Products from unauthorized use, reproduction, distribution, or publication. AgriLife reserves all rights not specifically granted in this License Agreement including the right to change and improve Products.
3.1 Grant of License. AgriLife grants to You a personal, non-exclusive, non-transferable license solely to use the Products as set forth in the applicable Ordering Documents (i) for which the applicable license fees have been paid; (ii) for Your own internal use; (iii) in accordance with this Agreement and the configuration ordered by You or as authorized by AgriLife or its authorized distributor; and (iv) for the applicable Term or, if no Term is identified, until terminated in accordance with Article 5. License types may include, but are not limited to, Stand-Alone License, Network License, Special Use License, or Term License.
3.2 Evaluation, Trial, and Beta Licenses. Products acquired under an evaluation license or trial license or under a Beta program are intended for evaluation and testing purposes only and not for Productive Purposes or commercial use. Any such use is at Your own risk, and the Products do not qualify for AgriLife or distributor maintenance.
3.3 Government/Nonprofit License. You may Use the Products solely for Your own public government or government-recognized non-profit activities and not for Productive Purposes or commercial purposes. Use of the Product for paid services or fee-for-service work is not permitted by this License.
3.4 Academic License. You may Use the Products solely for Your research, training or instruction at an accredited academic program. Use of the Product for Productive Purposes or commercial purposes is not permitted by this License. Use of the Product for paid services or fee-for-service work is not permitted by this License.
3.5 Student License. You may Use the Products solely for Your own personal education or research performed by You. By accepting this license you affirm that as of the date of Your acceptance of the this Agreement, You are currently enrolled in an accredited academic program which has been deemed by AgriLife at its sole discretion eligible for Student Licensing. Use of the Product for Productive Purposes or commercial purposes is not permitted by this License. Use of the Product for paid services or fee-for-service work is not permitted by this License.
4.1 Permitted Uses
4.2 Uses Not Permitted. Except to the extent that applicable law prohibits or overrides these restrictions, or as provided herein, You shall not:
This License Agreement is effective upon purchase of license for the product or acceptance of use of product. For Term Licenses, this License Agreement terminates at the end of the term of the license. You may terminate this License Agreement or any Product license at any time upon written notice to AgriLife. Either party may terminate this License Agreement or any license for a material breach that is not cured within ten (10) days of written notice to the breaching party, except that termination is immediate for a material breach that is impossible to cure. Upon termination of the License Agreement, all licenses granted hereunder terminate as well. Upon termination of a license or the License Agreement, You will (i) stop accessing and using affected Product(s); and (ii) uninstall, remove, and destroy all copies of affected Product(s) in Your possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to AgriLife or its authorized distributor.
6.1 Caution and Disclaimer. The Product uses formulas and default settings that are intended to serve only as a starting point for further analysis. The impacts displayed are not necessarily correct and they may not pertain to or describe local conditions. In some places, references and their publication dates are provided for the default values and/or and formulas used. While these references are believed to be reliable, they are provided only for Your convenience and may or may not be correct. Any decisions You make should be based on Your own research and Your own analysis and not on the results automatically generated by the Product. Because software is inherently complex and may not be completely free of errors, You are advised to verify and back up Your work.
6.2 Special Disclaimer. PATCHES, UPGRADES, AND EVALUATION AND BETA SOFTWARE ARE DELIVERED “AS IS” WITHOUT WARRANTY OF ANY KIND.
6.3 Internet Disclaimer. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT (i) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET, AND (iii) NONE OF THE PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE PERFORMANCE OR DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF ONLINE APPLICATIONS.
6.4 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, AGRILIFE DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. AGRILIFE DOES NOT WARRANT THAT PRODUCTS WILL MEET YOUR NEEDS; THAT THERE WILL BE COMPATIBILITY BETWEEN PRODUCTS AND ANY PAST OR FUTURE VERSIONS OF PRODUCTS; THAT YOUR OPERATION OF THE SAME WILL BE UNINTERRUPTED, ERROR FREE, FAULT-TOLERANT, OR FAIL-SAFE; OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. PRODUCTS ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE. ANY SUCH USE SHALL BE AT YOUR OWN RISK AND COST.
6.6 Exclusive Remedy. Your exclusive remedy and AgriLife’s entire liability for breach of the limited warranties set forth in this Article 6 shall be limited, at AgriLife’s sole discretion, to (i) repair, correction, or a workaround for Software or Online Applications subject to the AgriLife maintenance program or Your authorized distributor’s maintenance program, as applicable; or (ii) return of the license fees paid by You for Software or Online Applications that do not meet AgriLife’s limited warranty, provided that You uninstall, remove, and destroy all copies of Software or Documentation, cease using Online Applications, and execute and deliver evidence of such actions to AgriLife or its authorized distributor. Any warranties expressed or implied are void if failure of the Product has resulted from accident, alteration, modification, foreign attachments, misuse, tampering, negligence, improper maintenance, abuse or misapplication. Outside of the United States, neither of these remedies nor any product Support Services offered by AgriLife are available without first contacting AgriLife.
7.1 Disclaimer of Certain Types of Liability. AGRILIFE, ITS AUTHORIZED DISTRIBUTOR, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF PRODUCTS, HOWEVER CAUSED ON ANY THEORY OF LIABILITY, WHETHER OR NOT AGRILIFE OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
7.2 General Limitation of Liability. THE TOTAL CUMULATIVE LIABILITY OF AGRILIFE AND ITS AUTHORIZED DISTRIBUTOR HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCTS THAT GIVE RISE TO THE CAUSE OF ACTION.
7.3 Applicability of Disclaimers and Limitations. You agree that the limitations of liability and disclaimers set forth in this License Agreement will apply regardless of whether You have accepted Products or any other product or service delivered by AgriLife The parties agree that AgriLife has set its fees and entered into this License Agreement in reliance on the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties, and that the same form an essential basis of the bargain between the parties. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
The Product is intended for Use as specified in this Agreement and in accordance with the documentation accompanying the Product. AgriLife is an agency of the State of Texas and nothing in this Agreement waives or relinquishes the right of AgriLife any exemptions, privileges, and immunities as may be provided by law. To the extent permitted by Texas law, You agree to hold harmless, indemnify, and defend AgriLife, its officers, directors, and employees, from and against any losses, damages, fines, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to any claims (i) that You have encoded, compressed, copied, or transmitted any materials (other than the materials provided by AgriLife) in connection with the Product in violation of another party’s rights or in violation of any law, or (ii) that You have misused, allowed to be misused or modified the Product in any manner. If You are transporting the Product across the United States borders, You shall indemnify and hold AgriLife harmless from and against any duties, taxes, penalties, fines or other claims arising from such conduct.
9.1 Future Updates. New or updated Products and subscription renewals will be licensed under the then-current AgriLife license terms and conditions included with the deliverable Products and found at http://www.communityviz.com/.
9.2 Export Control Regulations. You expressly acknowledge and agree that You shall not export, re-export, import, transfer, or release Products, in whole or in part, to (i) any US embargoed country; (ii) any person on the US Treasury Department’s list of Specially Designated Nationals; (iii) any person or entity on the US Commerce Department’s Denied Persons List, Entity List, or Unverified List; or (iv) any person or entity or into any country where such export, re-export, or import violates any US, local, or other applicable import/export control laws or regulations including, but not limited to, the terms of any import/export license or license exemption and any amendments and supplemental additions to those import/export laws as they may occur from time to time. You are responsible for obtaining any and all required governmental authorizations, including, without limitation, any export or import licenses and foreign exchange permits. AgriLife shall not be liable if any authorization is delayed, denied, revoked, restricted or not renewed and You shall bear all such risks and costs caused thereby.
9.3 Taxes and Fees, Shipping Charges. License fees quoted to You are exclusive of any and all taxes or fees, including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs, and shipping and handling charges. You shall be responsible for payment of all taxes, fees, assessments or levies on the Product, or arising out of or imposed by reason of this License Agreement or the license granted hereunder.
9.4 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. Except for breach of AgriLife’s proprietary rights in the Products, no action, regardless of form, arising out of this License Agreement may be brought by either party more than one (1) year after the cause of action has accrued or if the license has expired.
9.5 Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable.
9.6 Successor and Assigns. You shall not assign, sublicense, or transfer Your rights or delegate Your obligations under this License Agreement without AgriLife’s prior written consent, and any attempt to do so without consent shall be void. AgriLife may assign this License Agreement in its discretion, without notice. This License Agreement shall be binding on the respective successors and assigns of the parties to this License Agreement. Notwithstanding, a government contractor under contract to the government to deliver Products may assign this License Agreement and Products acquired for delivery to its government customer upon written notice to AgriLife, provided the government customer assents to the terms of this License Agreement.
9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement shall survive the expiration or termination of this License Agreement.
9.8 Equitable Relief. You agree that any breach of this License Agreement by You may cause irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, AgriLife shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief.
9.9 US Government Licensee. If You are a US government entity or US government contractor, AgriLife licenses Products to You in accordance with this License Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. The license rights in this License Agreement strictly govern Your use, reproduction, or disclosure of Products. AgriLife Software source code is unpublished, and all rights to Products are reserved by AgriLife and its licensors. You may transfer Software to any licensed government procuring agency facility to which computer(s) on which Software is installed are transferred. If any court, arbitrator, or board holds that You have greater rights to any portion of Products under applicable public procurement law, such rights shall extend only to the portions affected.
9.10 Governing Law, Arbitration.
9.11 Maintenance. Maintenance for qualifying Products consists of updates and other benefits, such as access to technical support, specified in AgriLife’s or its distributor’s current applicable maintenance policy.
9.12 Feedback. AgriLife may freely use any feedback, suggestions, or requests for Product improvements that You provide to AgriLife
9.13 Patents. You may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or incorporates any AgriLife technology or services. This express prohibition on patenting shall not apply to Your software and technology except to the extent that AgriLife technology or services, or any portion thereof, are a part of any claim or preferred embodiment in a patent application or a similar application.
9.14 Headings. The headings used in this License Agreement are intended for convenience only and shall not be deemed to supersede or modify any provisions.
9.15 Entire Agreement. This License Agreement, including its incorporated documents, constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements, understandings, and arrangements between the parties relating to such subject matter. Additional or conflicting terms set forth in any purchase orders, invoices, or other standard form documents exchanged during the ordering process, other than product descriptions, quantities, pricing, and delivery instructions, are void and of no effect. Any modification(s) or amendment(s) to this License Agreement must be in writing and signed by each party.