End User Licence Agreement
This End-User License Agreement (Agreement) governs your 30-Day free research trial of the PRODUCT.
IMPORTANT! The Product is licensed only on the condition that you ("YOU") agree with the KU CENTER FOR TECHNOLOGY COMMERCIALIZATION ("LICENSOR"), having its administrative offices at 3901 Rainbow Boulevard, Kansas City, Kansas 66160, U.S.A., to the terms and conditions set forth below. Whereas, LICENSOR and University of Kansas (KU) have entered into an agreement in which KU has granted LICENSOR the authority to act as manager of certain contracts, agreements, and licenses on behalf of KU.
PLEASE CAREFULLY READ ALL THE TERMS OF THIS LICENSE AGREEMENT. IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK ON THE "I Accept" BOX AT THE BOTTOM OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE PRODUCT.
This is an Agreement between YOU and all persons YOU represent (and for purposes of this Agreement, "person" includes natural persons and any type of incorporated or unincorporated entity) and KUCTC regarding your use of the Product. By agreeing to the terms of this Agreement YOU signify your acceptance, and the acceptance and agreement of all persons YOU represent, without limitation or qualification, to be bound by this Agreement, and YOU represent and warrant that YOU have the legal authority to agree to and accept this Agreement on behalf of yourself and all persons YOU represent.
1. PRODUCT: As used in this Agreement, "Product" shall mean the software or service (including any related documentation) comprising the Financial Reporting and Auditing Agent with Net Knowledge for XBRL (FRAANK-XBRL), the Financial Reporting and Auditing Agent with Net Knowledge 2 (FRAANK-2), the Search Engine to Extract Knowledge from Industrial Filings (SEEK-INF), and the Search Engine to Extract Knowledge from Industrial Filings II (SEEK-INF II).
2. LICENSE TO USE: LICENSOR hereby grants to YOU a personal, non-exclusive, non-transferable, limited license to use the Product for non-commercial research, educational, and academic purposes ("Purpose"), solely on the terms, conditions and restrictions contained in this Agreement. The rights granted to YOU shall be subject to Section 7 (RESTRICTIONS) below.
3. AUTHORIZED USER(S): The Product is only licensed for use by YOU or those of YOUR employees, agents, research assistants, or students over whom YOU have direct control and who agree to abide by the terms of this License Agreement (each such person will be considered an "Authorized User"). YOU will be directly liable for any infringement of the terms of this License Agreement by any Authorized User.
4. PASSWORD AND ACCOUNT SECURITY: YOU agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the PRODUCT. Accordingly, YOU agree that YOU will be solely responsible for all activities that occur under your account. If YOU become aware of any unauthorized use of your password or of your account, you agree to notify the LICENSOR at firstname.lastname@example.org.
6. OWNERSHIP: YOU acknowledge that the Product and any and all knowledge, know-how and/or techniques relating to the Product, as may be modified or enhanced, in whole or in part, is and will remain the sole and absolute property of KU, and KU owns any and all right, title and interest in and to the Product. YOU further acknowledge that all inventions, discoveries, improvements, software, copyright, know-how or other intellectual property, whether or not patentable or copyrightable, created by or on behalf of KU prior to, after the termination of, or during the course of this Agreement pertaining to the Product is and will remain the sole and absolute property of KU. No right, title or interest in or to any official mark, trademark, service mark, logo, or trade name of KU or LICENSOR is granted to YOU under this Agreement.
7. RESTRICTIONS: Without limiting Section 6 (OWNERSHIP), YOU shall not, and shall not authorize any third party to:
- modify, decompile, disassemble, translate into another computer language, create derivative works, or otherwise reverse engineer the Product (including any source or object code), or disclose any trade secrets relating to the Product;
- distribute, sell, lease, transfer, assign, trade, rent or publish the Product or any part thereof and/ or copies thereof, to others;
- license or sublicense the use of the Product to others;
- use the Product or any part thereof for any purpose other than the purpose or in any manner which is otherwise inconsistent with Section 2 (LICENSE TO USE) above;
- use, without express permission from LICENSOR or KU, the names of LICENSOR or KU in YOUR advertising, publicity, or otherwise.
8. DISCLAIMER OF WARRANTY: THE PRODUCT IS PROVIDED TO YOU BY LICENSOR "AS IS", AND YOU ACKNOWLEDGE AND AGREE THAT NEITHER LICENSOR nor KU MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. IN PARTICULAR, TO THE EXTENT PERMITTED BY LAW, LICENSOR AND KU EXCLUDES ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OF THE PRODUCT FOR A PARTICULAR PURPOSE, AND THAT THE USE OF THE PRODUCT WILL PRODUCE A DESIRED RESULT OR THAT THE USE OF THE PRODUCT WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS, AND THAT THE PRODUCT IS ERROR-FREE OR VIRUS-FREE, AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES. THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THE PROVISIONS OF THIS AGREEMENT.
IN PARTICULAR, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS:
- A WARRANTY OR REPRESENTATION BY LICENSOR OR BY KU AS TO ANY INTELLECTUAL PROPERTY RIGHTS IN THE PRODUCT;
- AN OBLIGATION TO FURNISH ANY ITEM, SOFTWARE, TECHNOLOGY, OR TECHNOLOGICAL INFORMATION OTHER THAN THE PRODUCT;
- AN OBLIGATION TO CORRECT ERRORS DEEMED TO BE INTERNAL TO THE PRODUCT ("MALFUNCTIONS") THAT ARISE IN ANY VERSION OF THE PRODUCT DELIVERED TO YOU. LICENSOR NOR KU WARRANTS THAT THE PRODUCT IS FREE FROM MALFUNCTIONS, NOR THAT ANY MALFUNCTIONS CAN OR WILL BE CORRECTED NOR THAT LICENSOR OR KU WILL DEVELOP OR PROVIDE YOU WITH ANY OPERATIONS, CAPABILITIES OR FEATURES NOT PRESENT IN THE VERSION OF THE PRODUCT DELIVERED TO YOU UNDER THIS AGREEMENT.
9. LIMITATION OF LIABILITY: LICENSOR NOR KU WILL NOT BE LIABLE TO YOU, YOUR AUTHORIZED USERS, OR ANY OTHER PERSON OR ENTITY FOR ANY LIABILITY, LOSS OR DAMAGES CAUSED OR ALLEGED TO HAVE BEEN CAUSED, EITHER DIRECTLY OR INDIRECTLY, BY THE PRODUCT. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL LICENSOR OR KU BE LIABLE FOR ANY LOST REVENUE, PROFIT, BUSINESS INTERRUPTION OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF LICENSOR OR KU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. INDEMNITY:YOU SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND LICENSOR, KU, THEIR AFFILIATES, AND THEIR CURRENT AND FORMER DIRECTORS, TRUSTEES, OFFICERS, FACULTY, EMPLOYEES, STUDENTS AND AGENTS, AND THEIR RESPECTIVE SUCCESSORS, HEIRS AND ASSIGNS, (COLLECTIVELY, THE "LICENSOR INDEMNITEES"), AGAINST ANY AND ALL LIABILITIES, DAMAGE, LOSS OR EXPENSE, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES OF LITIGATION, INCURRED BY OR IMPOSED ON LICENSOR INDEMNITEES OR ANY ONE OF THEM IN CONNECTION WITH OR ARISING OUT OF ANY CLAIMS, SUITS, ACTIONS, DEMANDS OR JUDGMENTS ARISING OUT OF ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO, ANY PATENT INFRINGEMENT OR OTHER INTELLECTUAL PROPERTY CLAIM, CONCERNING USE BY YOU, YOUR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS OF THE PRODUCT IN ANY RESPECT. YOU AGREE TO DEFEND AGAINST ANY ACTION BROUGHT OR FILED AGAINST ANY LICENSOR INDEMNITEES WITH RESPECT TO ANY SUBJECT COVERED BY THIS INDEMNIFICATION PROVISION, WHETHER OR NOT SUCH ACTION MAY BE RIGHTFULLY BROUGHT. THE RIGHTS AND OBLIGATIONS CONTAINED IN THIS INDEMNIFICATION PROVISION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT
11. TERM: This Agreement is commences on the date YOU accept it, and is effective until terminated. This Agreement terminates:
- at the end of the 30th day after the commencement date;
- at YOUR election, at any time; or
- immediately without notice from LICENSOR if YOU fail to comply with any provision of this Agreement, at which time YOU must immediately stop using the Product.
At the end of the Term, YOU may elect to renew the LICENSE for an additional 30 days by re-executing this AGREEMENT.
Sections 6 (OWNERSHIP), 8 (DISCLAIMER OF WARRANTY), 9 (LIMITATION OF LIABILITY), 10 (INDEMNITY), 11 (TERM) and 13(EXPORT), 14 (a), (f) and (g) (GENERAL PROVISIONS) of this Agreement survive termination of this Agreement.
12. REPRESENTATION OF AUTHORITY: YOU represent and warrant that YOU possess the legal authority to enter into this Agreement. YOU are responsible for supplying any hardware or software necessary to use the Product pursuant to this Agreement.
13. EXPORT: YOU acknowledge that YOU have certain duties and obligations under Part 730 et seq of the Export Administration Regulations of the U.S. Department of Commerce (as presently promulgated or hereafter modified or amended) concerning the export and re-export of technical data. YOU will be solely responsible for any breach of such regulations by YOU and will defend and hold LICENSOR and KU harmless in the event of a suit or action involving LICENSOR or KU occasioned by any such breach. Without limiting the foregoing, YOU agree that the PRODUCT will not be delivered, or made to or for the benefit of Iran, Sudan, Syria, North Korea, Cuba, or any other nation or subdivision of such nation listed on the Commerce Control List and Commerce Country Chart of the Bureau of Industry and Security of the United States Department of Commerce.
14. GENERAL PROVISIONS:
- This Agreement shall be interpreted and construed in accordance with the laws of the State of Kansas.
- USE OF THE PRODUCT IS PROHIBITED IN ANY JURISDICTION WHICH DOES NOT GIVE EFFECT TO THE TERMS OF THIS AGREEMENT.
- LICENSOR agrees that this Agreement, and each part of it, is confidential and shall not be disclosed to third parties, but LICENSOR may identify the title of and the parties to this Agreement, and the term of this Agreement.
- YOU agree that no joint venture, partnership, employment, consulting or agency relationship exists between YOU and LICENSOR as a result of this Agreement or YOUR use of the Product.
- This Agreement is the entire agreement between YOU and LICENSOR relating to this subject matter. YOU will not contest the validity of this Agreement merely because it is in electronic form.
- The LICENSOR retains the right to modify this agreement at any time. No modification of this Agreement will be binding, unless in writing and accepted by YOU.
- The provisions of this Agreement are severable in that if any provision in this Agreement is determined to be invalid or unenforceable under any controlling body of law, that will not affect the validity or enforceability of the remaining provisions of this Agreement.
- The failure or forbearance by LICENSOR to enforce any right or claim against YOU shall not be deemed to be a waiver by LICENSOR of a claim or right of claim hereunder. The waiver by LICENSOR of a breach hereof shall not operate or be construed as a waiver of any subsequent breaches of the same or any other provision.
- YOU should print out or download a copy of this Agreement (including the Download Summary screen) and retain it for YOUR records.
- YOU consent to the use of the English language in this Agreement and all documents or notices relating to this Agreement.
- YOU may not assign this Agreement. LICENSOR, acting in its sole discretion, may assign this Agreement without notice to YOU.
- If you have any questions in connection with this Agreement, you can contact LICENSOR at email@example.com.
If you need access for another trial period please email firstname.lastname@example.org