These Software Terms of Use ("Terms of Use") govern your use of the web application accessible on https://gsudev.friendlybuzz.org/ and any related webpages (the "Software"), including all user manuals, instructions, technical details, and any other materials provided by Licensor, or by Licensee, over the phone, in printed, electronic, or other form, that describe the Software or its use or specifications (the "Documentation") provided to you ("you" or "your") for use pursuant to and subject to a license and partnership agreement (the "Software License Agreement") between Friendlybuzz Company, Public Benefit Corporation ("Licensor") and Georgia State University and Virginia Polytechnic Institute and State University (each, a "Licensee").
BY CHECKING THE "ACCEPT" BOX YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY LICENSEE TO ACCESS AND USE THE SOFTWARE; AND (ii) ACCEPT THESE AUTHORIZED USER TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CHECK THE "ACCEPT" BOX AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE SOFTWARE.
1. License Grant. Subject to your strict compliance with these Terms of Use, Licensor hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software solely in accordance with the Documentation and for Licensee's internal purposes. The foregoing license will terminate immediately on the earlier to occur of: (a) the expiration or earlier termination of the Software License Agreement between Licensor and Licensee; or (b) your ceasing to be authorized by Licensee to use the Software for any or no reason.
2. Use Restrictions. You shall not, directly or indirectly: (a) use the Software or Documentation except as set forth in Section 1; (b) copy the Software or Documentation, in whole or in part; (c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof; (d) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs; (e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof; (f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Software or Documentation, including any copy thereof; (g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Software or any features or functionality of the Software, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service; (h) use the Software or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems; (i) use the Software or Documentation in violation of any law, regulation, or rule; (j) use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Licensor's commercial disadvantage; or (k) engage in any business or activity which competes in whole or in part with the Software or the business of Licensor, from the day you first access and/or use the Software for a period of three years commencing on the last day of your access and/or user of the Software.
3. Confidentiality. 3.1 In connection with this Terms of Use, Licensor directly, or via Licensee or otherwise, may disclose or make available Confidential Information to you, and Licensor may have already disclosed Confidential Information to you. Subject to Section 3.2 below, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Licensor considers confidential or proprietary, including information consisting of or relating to the Licensor's technology, the calling logic and processes of the Software, trade secrets, know-how, business operations, plans, strategies, and pricing, and information with respect to which the Licensor has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as "confidential." Without limiting the foregoing: (a) the Software, including but not limited the logic (and the calling processes and logic, and user interface and user experience) of the Software, are Confidential Information; (b) the terms of these Terms of Use are Confidential Information, and (c) the Documentation are Confidential Information. 3.2 Confidential Information does not include information that you can demonstrate by written or other documentary records was rightfully known to you without restriction on use or disclosure prior to such information being disclosed or made available to the you. 3.3 As a condition to being provided with any disclosure of or access to Confidential Information, and access and use of the Software, you shall: (a) not access or use Confidential Information other than as necessary to exercise your rights or perform your obligations under and in accordance with this Terms of Use; (b) not disclose or permit access to Confidential Information to anyone; (c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care you use to protect your most sensitive information and in no event less than a reasonable degree of care; and (d) promptly notify the Licensor of any unauthorized use or disclosure of Confidential Information and shall use your best efforts to prevent further unauthorized use or disclosure; and, (e) for the avoidance of doubt, you shall not describe or otherwise share the call logic of the Software with any person. 3.4 Notwithstanding any other provisions of this Agreement, your obligations under this section with respect to any Confidential Information that constitutes a trade secret under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of you. 3.5 Compelled Disclosures. If you are compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, you will: (a) promptly, and prior to such disclosure, notify the Licensor in writing of such requirement so that the Licensor can seek a protective order or other remedy or waive its rights under Section 3.3; and (b) provide reasonable assistance to the Licensor in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Licensor waives compliance or, after providing the notice and assistance required under this Section, you remain required by law to disclose any Confidential Information, you will disclose only that portion of the Confidential Information that, on the advice of your outside legal counsel, you are legally required to disclose and, on the Licensor's request, will use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.
4. Compliance Measures. (a) The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against use of the Software: (a) beyond the scope of the license granted to pursuant to Section 1; or (b) prohibited under Section 2. You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.
5. Collection and Use of Information. (a) Licensor may, directly or indirectly through the services of others, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used. (b) You agree that the Licensor may use such information for any purpose related to any use of the Software by you, including but not limited to: (i) improving the performance of the Software or developing updates; and verifying compliance with the terms of these Terms of Use and enforcing Licensor's rights, including all intellectual property rights in and to the Software.
6. Intellectual Property Rights. You acknowledge that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under these Terms of Use, or any other rights to the Software other than to use the Software in accordance with the license granted under these Terms of Use, subject to all terms, conditions, and restrictions. Licensor reserves and shall retain its entire right, title, and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, subject to the license expressly granted to the Licensee in these Terms of Use. You shall safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
7. Disclaimer of Liability. IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE. YOU ARE PROVIDED THE SOFTWARE PURSUANT TO THE SOFTWARE LICENSE AGREEMENT BETWEEN LICENSOR AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE'S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SOFTWARE SHALL BE SOLELY TO LICENSEE PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.
8. Export Regulation. The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
9. Governing Law. These Terms of Use are governed by and construed in accordance with the laws of the State of Georgia.