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THIS AGREEMENT is made by and between the URI Foundation, Kingston, RI, 02881, hereinafter called "Licensor" and the client identified on the reverse, hereinafter called "Licensee."Whereas, the Licensor has been designated as the agent for the Rhode Island Board of Governor's for Higher Education, hereinafter called "Board" which owns intellectual property rights including copyrights, of computer software and data produced by employees and agents of the University of Rhode Island, hereinafter called "URI;" and
Whereas, agencies of the State of Rhode Island working in cooperation of URI have formed a consortium known as the Rhode Island Geographic Information System hereinafter called "RIGIS", and this consortium has assisted in the development of computer software and data, hereinafter called the RIGIS database at URI, and
Whereas, the data comprising the RIGIS database is intellectual property of URI and owned by the Board, and
Whereas, the Licensee is desirous of securing the non-exclusive right to use the RIGIS data listed on the reverse or linked web page(s)
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, the Licensor and Licensee agree as follows:
1.1 License of Data Products --Licensed data as identified as RIGIS data and as included in the RIGIS Data Base Listing issued by the RIGIS Coordinator at the RI Department of Administration and downloaded as evidenced by electronic login on any computer server owned or operated by RIGIS participants at the University of Rhode Island shall be subject to all the terms and provisions of this agreement. Electronic login shall serve as evidence that all terms and conditions of this Agreement are fully understood and accepted hereto.
1.2 Restriction on Use-- The services and products are solely and exclusively for the internal use of the Licensee and not for the use by any other person or entity, including, but not limited to any entity which is affiliated with the License unless included in the term Licensee.
1.3 Permitted Use.
a. Copies. The Licensee may copy RIGIS data for archival and backup purposes.
b. Equipment. RIGIS digital data may be used on computer equipment owned or leased by the Licensee.
c. Derived Products. Graphic displays and printed tabular listings derived from RIGIS data may be used in publications and presentations, provided that credit is given to RIGIS as the source of the information or that notice of copyright [(c) 1990 RIGIS] be shown.
1.4 Prohibited Use -- Unauthorized Distribution. Any sale, distribution, loan, or offering for use of RIGIS digital data, in whole or in part, is prohibited without the approval of the Licensor.
2. ROYALTIES AND PAYMENTS
2.1 Right to Set License Fee Schedule-The RIGIS through action of the RIGIS Executive Committee and acceptance by the Board has the right to establish, change or modify royalties and payments required for the provision of RIGIS data whether delivered through transfer and packaging onto magnetic or optical media or through delivery by electronic transfer means.
2.2 Cost Free Electronic Download - The RIGIS License fee schedule allows for cost free ftp download of data from established URI/RIGIS sites including that site identified by the Internet URL http://www.edc.uri.edu/rigis/.
2.3 Payment for Custom Data Packages-- Payment of License fees as dictated by the current license fee schedule must be made upon delivery for all other data products not available for automatic electronic transfer by ftp download from established URI/RIGIS sites.
2.4 Payable to URI Foundation-Applicable license fees shall be paid by check in US currency, made payable to "URI Foundation/RIGIS License" and delivered to:
State of RI Dept. of Information Technology
One Capitol Hill
Providence, Rhode Island 02908-5872
3.1 No Assignment -- This Agreement may not be assigned by either party without the expressed written consent of the other, in advance; the permitted assignee thereof shall have all the rights and remedies of the original parties insofar as the same are assignable. Assignment shall be only as a whole and not as a part, nor as to any part interest therein.
4.1 Indemnification -- Licensee agrees to hold URI, URI Foundation, RIGIS, and the Board and all their employees, staffs, and agents harmless from any claim, suit, or proceeding arising out of the subject matter of this Agreement, including indemnification of URI, URI Foundation, RIGIS, and the Board for reasonable expenses incurred in defending such claims.
5.0 WARRANTIES AND LIABILITIES
5.1 Warranties and Liabilities-- Neither the Licensor nor the owner(s) of these data make any warranty, expressed or implied, as to the results to be attained by the Licensee or others from the use of the licensed data, and there are no warranties of merchantability or fitness for a particular purpose or use. The information contained in the Licensed Data shall be obtained from sources considered by RIGIS to be reliable , but the accuracy and completeness thereof are not guaranteed, and RIGIS shall not be subject to liability for errors of human, or defect or failure of machines, or any material used in the connection with the machines, including, but not limited to, tapes, discs, punch cards and energy. No party shall be liable to the other for default resulting from FORCE MAJEURE, which shall be deemed to include any circumstances beyond the reasonable control of the party affected. Except with respect to liability for remedies which cannot be waived under State and Federal Law, Licensor shall not be liable for any lost profits for consequential damages, or claims against the Licensee by Third parties. The liability of Licensor hereunder for damages, regardless of the form of the action, shall not exceed the License fee paid for the product; and no action, regardless of form, arising from or pertaining to any of the Licensed Data may be brought by the Licensee more than (1) year after such action has accrued.
6.1 Termination -- In the event that the Licensee shall not faithfully perform any and all of the obligations by the Licensee to be performed under this License, the Licensor shall have the right to terminate and cancel this License if the default shall continue for more than (30) days after written notice thereof to the Licensee. Cancellation by the Licensor shall not release the Licensee from its obligation to pay any fees due herein.
6.2 Causes for Termination-- Licensor shall have the right to terminate this agreement if (a) Licensee attempts to assign its rights without the written consent of Licensor; (b) if Licensee delivers or attempts to deliver the Licensed Data to another agency, corporation, or person without the prior written consent of RIGIS.
7.1 Breach or Threatened Breach --In the event of a breach or threatened breach of any of the provisions of this Agreement by the Licensee or any employee or representative of the Licensee, Licensor shall be entitled to preliminary and permanent injunctive relief to enforce the provisions hereof; but nothing herein shall preclude Licensor from pursuing any action or other remedy for any breach or threatened breach of this Agreement, all of which shall be cumulative. In the event that Licensor prevails in any such action, Licensor shall be entitled to recover from the Licensee all attorney's fees incurred in connection within.
8.1 Acknowledgment -- The Licensee acknowledges that this Agreement has been read and agrees to be bound by its terms, and further agrees that it is the complete and exclusive statement of the communications or representations relating hereto.
8.2 Authority --Persons whose electronic login signifies an intent to transfer and accept data represent that they are authorized to accept responsility do so, hereby represent and warrant that this licensing agreement is a legal, valid and binding obligation and is enforceable in accordance with its terms.
9.0 ADDITIONAL PROVISIONS
9.1 Laws of the State of Rhode Island -- This Agreement shall be governed by the laws of the State of Rhode Island and Providence Plantations and the parties hereby submit to the jurisdiction of the courts of the State of Rhode Island. This agreement represents the entire agreement between the parties with respect to the subject matter hereof. This agreement shall not be modified except in writing and when signed by the parities. Waiver of any breach of the terms and conditions of this agreement shall not be deemed to constitute a waiver of any other or future breach.
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