Non-Exclusive License Agreement for "Sampling Calculator Software"

Disclaimer:This calculator was developed by Abacus Consulting, LLC under contract with the University of Oregon, National Post-School Outcomes Center, Eugene, Oregon. Funding comes from the U.S. Department of Education, Office of Special Education Programs ( Cooperative Agreement No. H324S040002) . The contents of this Calculator do not necessarily reflect the views or policies of the U.S. Department of Education, nor does mention of other organizations imply endorsement by those organizations or the U.S Government. The calculator may be used free of charge by State Education Agencies (SEAs).

IMPORTANT: READ CAREFULLY: This University of Oregon Non-Exclusive License Agreement ("Agreement") is a legal agreement between a state department of education or similar government agency identified in the form fields at the end of this Agreement ("Licensee") and the State of Oregon, acting by and through the State Board of Higher Education on behalf of the University of Oregon  ("University of Oregon ") for the software identified as "Sampling Calculator Software", which includes computer software and electronic print materials, and may include associated media, printed materials, electronic documentation, any updates or supplements to the original software that may be provided at University of Oregon's sole discretion, and any modified versions of the software code that Licensee may create under Section 2 of this Agreement (in the aggregate referred to as "Software").  BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SOFTWARE, OR BY CLICKING ON THE "I AGREE" BUTTON BELOW, LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  If Licensee does not agree to the terms of this Agreement, do not install or use the Software, and do not click the "I Agree" button below.  This Agreement is entered as of the date that Licensee clicks the "I Agree" button.

 The Software has been developed for use by states to establish a representative sample of school districts within which to collect data from individuals, who had Individualized Education Programs in high school, to document their post-school outcomes as required by Indicator #14.      

SOFTWARE LICENSE
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.  The Software is licensed, and not given nor sold to Licensee.


 1. GRANT OF LICENSE.

• University of Oregon grants to Licensee, during the term of this Agreement, a free, non-exclusive, nontransferable license to use and modify the Software for the purpose of addressing Indicator #14.
  
  
• Licensee may allow a third-party contractor to modify the Software for Licensee's use in accordance with this Agreement, provided that such third-party contractor does not gain any rights in the Software. 
  
  
• Licensee may install, store and use the Software on a storage device, such as a network server, only to install or run the Software on Licensee's computers over an internal network.
  
  
• This Agreement is solely for Licensee's own internal use, subject to the terms and conditions of this Agreement.
  
  
• The Software shall not be used for any commercial purpose.
  
  
• The University of Oregon reserves all rights not expressly granted herein and Licensee may not use the Software in any manner not expressly allowed by this Agreement.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

• No Further Use:  Licensee may not rent, lease, sell or lend the Software.  Licensee may also not create derivative works based on the Software except for the limited purpose of modifying the Software as described in Section 1 of this Agreement. 
  
  
• Trademarks:  This Agreement does not grant Licensee any rights in connection with any trademarks or service marks of the University of Oregon.
  
  
• Export Restrictions: The Software is intended for distribution only in the United States. Export of the Software from the United States is regulated under the Export Administration Regulations (Title 15 of the Code of Federal Regulations, sections 730-744) of the U.S. Commerce Department, Bureau of Export Administration.  A license is required to export the Software outside the United States.  Licensee agrees and certifies that the Software will not be transferred, directly or indirectly, where such transfer is prohibited by the United States Export Administration Act or applicable regulations.  The Software will not be used in any manner which otherwise contravenes said Act or regulations.
  
  
• Termination:  Without prejudice to any other rights, the University of Oregon may terminate this Agreement, and the rights and license it grants, at its sole convenience by providing notice to Licensee by electronic communication or otherwise.
  
  
• Support Services: University of Oregon, in its sole discretion, may provide limited support for the Software.  However, University of Oregon shall have no obligation to provide installation, support maintenance, diagnostics, or repair for the Software, or any hardware and associated operating system or any network or associated network problem.  

3. COPYRIGHT.
All title and intellectual property rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music and text incorporated into the Software), the accompanying printed materials, and any copies of the Software are owned by the University of Oregon.  All rights not expressly granted are reserved by the University of Oregon.

4. MISCELLANEOUS.

• No Warranty: THE SOFTWARE IS A WORK IN PROGRESS AND IS PROVIDED "AS IS".  UNIVERSITY OF OREGON SPECIFICALLY DISCLAIMS ALL WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF DESIGN, OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE , OPERATION OF THE SOFTWARE , AND ANY PARTICULAR APPLICATION OR USE OF THE SOFTWARE , EVEN IF UNIVERSITY OF OREGON HAS BEEN INFORMED OF SUCH PURPOSE.  UNIVERSITY OF OREGON MAKES NO WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, THAT THE SOFTWARE TRANSFERRED HEREUNDER IS OR WILL BE FREE FROM INFRINGEMENT OF ANY PATENT, COPYRIGHT, OR OTHER RIGHTS OF THIRD PARTIES.  LICENSEE ASSUMES THE ENTIRE RISK OF USING THE SOFTWARE.
  
  
• Limitation of Liability:  IN NO EVENT SHALL UNIVERSITY OF OREGON BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM MALFUNCTION OR DEFECTS IN THE SOFTWARE . 
  
  
• Indemnification: To the extent permitted by law, Licensee hereby agrees to indemnify and hold University of Oregon harmless from any demands, claims or suits by a third party for loss, damages or expenses arising out of or related to use of the Software by Licensee or any other person.
  
  
• Governing Law:  This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, notwithstanding the application of any state's conflicts of laws rules.  Any claim, action, suit or proceeding (collectively, "Claim") between University of Oregon (and/or any other agency or department of the State of Oregon) and Licensee that arises from or relates to this Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, that if a claim must be brought in a federal forum, then it shall be brought and adjudicated solely and exclusively within the United States District Court for the District of Oregon. In no event shall this section be construed as a waiver by the State of Oregon of its sovereign immunity.  LICENSEE, BY ACCEPTANCE OF THIS AGREEMENT AND CLICKING OF THE "I AGREE" BUTTON BELOW, HEREBY CONSENT TO THE IN PERSONAM JURISDICTION OF SAID COURT(S).
  
  
• Authority and Binding Effect: The person executing this Agreement on behalf of Licensee is duly authorized to execute and deliver this Agreement on behalf of Licensee in accordance with duly adopted organizational documents or agreements and, if appropriate, a resolution of Licensee.  This Agreement is binding upon Licensee in accordance with its terms.
  
  
• Severability: If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of this Agreement shall be enforced to the maximum extent permissible so as to effectuate the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
  
  
• Complete Agreement: This Agreement constitutes the entire agreement between the parties with respect to the use of the Software, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.  No amendment or modification to this Agreement will be binding unless in writing and signed by a duly authorized representative of University of Oregon.

  THIS IS A NON-COMMERCIAL, NON-EXCLUSIVE LICENSE.
  FOR QUESTIONS ABOUT THIS AGREEMENT, PLEASE CONTACT:
  BRIAN SMITH, OFFICE OF TECHNOLOGY TRANSFER
  UNIVERSITY OF OREGON, (541) 346-3410, EMAIL: BESMITH@UOREGON.EDU