DOWNLOADED COMPONENT LICENSE AGREEMENT
The Component(s) downloaded from TEAM Informatics, Inc. (“TEAM”) on this site are licensed, not sold, to You for use only under the terms of this license. Your prior acceptance of this license agreement is required to download Component(s). TEAM reserves all rights not expressly granted to You. Each Component that you download is subject to this license.
a. Scope of License: This license granted to You for the Component(s) by TEAM is limited to a non-exclusive, non-transferable license to use the Component(s) for Your own use. The term of this license shall extend until revoked by TEAM. This license does not allow You to use the Component(s) in any software that is sold, licensed, or transferred or for you to sell, license or transfer the Component(s). You may not distribute or make the Component(s) available over a network where the Component(s) could be downloaded or used by other users. You may not rent, lease, lend, sell, redistribute, sublicense or exploit in any way the Component(s), or any software system or application that utilizes the Component(s). You may not copy (except as expressly permitted by this license), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Component(s), or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable). Any attempt to do so is a violation of the rights of the TEAM. If You breach this restriction, You may be subject to prosecution and damages.
b. Consent to Use of Data/Refusal to allow Download: You agree that TEAM may collect and verify certain information about You, which You are asked to provide as a condition to downloading the Component(s), and may refuse to permit the download if the information collected cannot be verified by TEAM, or TEAM reasonably believes that you may or have violated the terms of any license agreement with TEAM. You agree that the information provided to TEAM may be used by TEAM to contact You, and may identify You in the event You violate the terms and conditions of this License. TEAM agrees it will not share this information with other entities not controlled by TEAM and that it will exercise reasonable care to prevent distribution of any information You provide, other than as described.
c. Termination. The license is effective until terminated by TEAM, either by notice or automatically under the terms of this license. Your rights under this license will terminate automatically without notice from TEAM if You fail to comply with any term(s) of this license. Upon termination of the license, You shall cease all use of the Component(s), and destroy all copies, full or partial, of the Component(s).
d. Intellectual Property: Services: You agree that the Component(s) contain proprietary content, information and material that 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 Component(s). You agree not to create any derivative works, or to copy, or reproduce any portion of the Component(s).
e. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE COMPONENT(S) 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 COMPONENT(S) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND TEAM HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE COMPONENT(S), 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 NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TEAM DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR USE OF THE COMPONENT(S), THAT THE FUNCTIONS PERFORMED OR PROVIDED BY, THE COMPONENT(S) WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE COMPONENT(S) WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE COMPONENT(S) WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TEAM SHALL CREATE A WARRANTY. SHOULD THE COMPONENT(S) 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 WILL APPLY TO THE FULL EXTENT PERMITTED BY LAW.
f. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL TEAM 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 COMPONENT(S), HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF TEAM 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 TEAM’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 of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
g. You may not use or otherwise export or re-export the Component(s) except as authorized by United States law and the laws of the jurisdiction in which the Component(s) were obtained. In particular, but without limitation, the Component(s) 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 list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By downloading or using the Component(s), 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 Component(s) for any purposes prohibited by United States law.
h. The Component(s) 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 are reserved under the copyright laws of the United States.
i. The laws of the State of Minnesota, excluding its conflicts of law rules, govern this license and your use of the Component(s). Your use of the Component(s) may also be subject to other local, state, national, or international laws.