End User License Agreement Between Boise State University and End User
This End User License Agreement (“Agreement”) is binding between “End User” (defined below) and Boise State University (“University”).
BY ACCESSING THE “LRS SITE” (DEFINED BELOW) AND VIEWING, USING OR DOWNLOADING ANY “LRS CONTENT” (DEFINED BELOW), YOU: (1) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (2) REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (3) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS IMMEDIATELY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE LRS SITE OR ACCESS ANY LRS CONTENT.
“Background Intellectual Property,” as used in this Agreement, means Intellectual Property created externally to this Agreement that is owned by University and/or other Intellectual Property owners including, without limitation, University’s third-party software providers (e.g., Instructure, Inc.’s “Canvas” software available via a hyperlink from the LRS Site). For purposes of this Agreement, Background Intellectual Property shall not include any Intellectual Property provided by the Statewide Healthcare Innovation Plan and available on the LRS Site (“SHIP Content”).
“End User,” as used in this Agreement, means any natural or legal person accessing the LRS Site by any means. End User is referred to as “You,” “Your” and “End User” in this Agreement.
“Intellectual Property,” as used in this Agreement, means discoveries, inventions, designs, methodologies, software, data, content, tools, materials, trainings and other works of authorship, and derivatives and improvements thereto, as well as any related rights such as patents, copyrights (including moral rights), trademarks, service marks, mask works and trade secrets.
“Licensed Materials,” as used in this Agreement, means the LRS Content.
“LRS Content,” as used in this Agreement, means Intellectual Property available on the LRS Site that is not Background Intellectual Property. For purposes of this Agreement, LRS Content includes, without limitation, SHIP Content.
“LRS Site,” as used in this Agreement, means the Idaho Health Connect Learning Resource Site available at https://idahohealthconnect.org/.
2. License of Licensed Materials
(a) Subject to Your compliance with the terms and conditions of this Agreement, University, through the LRS Site, hereby grants You a nontransferable, non-sublicensable, non-exclusive, revocable and limited license to use the Licensed Materials for Your internal training purposes only (“License”). You shall not create derivative works of the Licensed Materials without the prior written approval of University. You shall not utilize Background Intellectual Property without the prior written approval of University. You acknowledge that University requires high quality and accurate reproduction of the Licensed Materials. No change may be made to the Licensed Materials without the prior written approval of University. You agree that you will not alter, modify, dilute, or otherwise misuse the Licensed Materials, or bring them into disrepute.
(b) The Licensed Materials and every written documentation, description, or other representation of or concerning the Licensed Materials shall conspicuously bear any notice of copyright that appears on the Licensed Materials.
(c) University reserves all other rights and interest in the Licensed Materials. You, except for the rights granted herein, have no interest in the Licensed Materials, and You agree not to, in any jurisdiction, register, attempt to register or otherwise attempt to obtain Intellectual Property rights in any of the Licensed Materials.
(d) You acknowledge that You are not the owner of the Licensed Materials. You further acknowledge that Your use of the Licensed Materials inures to the benefit of the applicable Intellectual Property owner and that You shall not acquire any rights therein. The LRS Content is provided under a revocable license and is not sold to You through the LRS Site. You do not acquire any ownership interest in LRS Content, Licensed Materials or Background Intellectual Property.
(a) UNIVERSITY USES THIRD PARTY VENDORS AND HOSTING PARTNERS TO PROVIDE THE NECESSARY HARDWARE, SOFTWARE, NETWORKING, STORAGE, AND RELATED TECHNOLOGY REQUIRED TO RUN AND MANAGE THE LRS SITE, AND YOU ACKNOWLEDGE THAT UNIVERSITY CANNOT AND DOES NOT GUARANTEE THE SECURITY OF YOUR DATA WHILE IT IS BEING TRANSMITTED OVER THE INTERNET OR WHEN THE DATA IS BEING UTILIZED, STORED, HOSTED, OR IS OTHERWISE IN THE CONTROL OF THIRD PARTIES, NOR SHALL UNIVERSITY BE LIABLE FOR ANY BREACH OF YOUR DATA. LICENSED MATERIALS ARE PROVIDED TO YOU STRICTLY “AS IS, WHERE IS” WITHOUT ANY WARRANTY OR GUARANTY OF ANY KIND. ALL WARRANTIES, EXPRESS AND IMPLIED, ARE HEREBY EXPRESSLY DISCLAIMED INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. UNIVERSITY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND INCLUDING, WITHOUT LIMITATION, LOST PROFITS (REGARDLESS OF WHETHER OR NOT UNIVERSITY KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES).
(a) You agree to indemnify and hold harmless University, the State of Idaho, and University’s and the State of Idaho’s officers, employees and affiliates and their respective successors and assigns against any and all loss, liability, claim, damage and expense whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever, such as reasonable attorneys’ fees) arising out of or related to Your use of the Licensed Materials, any false representation You make, or Your breach or failure to comply with any term, condition, covenant or agreement in this Agreement.
5. WAIVER; SEVERABILITY
(a) No waiver of any breach of any provision of this Agreement shall operate as a waiver of any other or subsequent breach thereof or of the provision itself, or of any other provision. No provision of this Agreement shall be deemed to have been waived unless such waiver be in writing and signed by the party waiving the same, with the signature on behalf of University being that of a Vice President of University. If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.
6. Governing Law; Venue; consent to Personal Jurisdiction
(a) This Agreement shall be governed by and construed under the laws of the State of Idaho without regard to its principles or rules of conflicts of laws. Any claim arising under or related to this Agreement shall be filed and tried in the State District Court, Ada County, State of Idaho, United States of America. You hereby consent to the personal jurisdiction of the State District Court, Ada County, State of Idaho, United States of America.
(a) The termination of this Agreement shall not release University or You from obligations which, expressly or by their nature, survive the termination of this Agreement. In particular, and as examples and not by way of limitation, University and You shall remain, notwithstanding the termination of this Agreement, bound to the respective obligations under Sections 2, 4 and 6 of this Agreement.
(a) Section headings are for reference and convenience only and shall not be determinative of the meaning or the interpretation of the language of this Agreement.