Pathology Education Instructional Resource:License

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IMPORTANT - READ THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE USING THE PEIR IMAGE DATABASE. THE PEIR IMAGE DATABASE IS PROTECTED BY U.S. AND INTERNATIONAL COPYRIGHT LAWS AND OTHER U.S. AND INTERNATIONAL INTELLECTUAL PROPERTY LAWS. THE PEIR IMAGE DATABASE IS LICENSED, NOT SOLD.

BY VIEWING, COPYING, DOWNLOADING OR OTHERWISE USING THE PEIR IMAGE DATABASE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE EXIT THE PEIR DIGITAL LIBRARY.


PEIR IMAGE DATABASE USER LICENSE AGREEMENT

This Agreement is a legal contract between you and the University of Alabama at Birmingham (hereinafter "UAB") for use of the online Pathology Education Instructional Resource (PEIR) Image Database ("PEIR Image Database"). By viewing, copying, downloading or otherwise using the PEIR Image Database, you are accepting and agreeing to the terms of this Agreement. This Agreement represents the entire agreement concerning the PEIR Image Database between you and UAB, and it supersedes any prior proposal, representation, or understanding between the parties.

1. LICENSE GRANT. UAB hereby grants to you, and you accept, a non-transferable, nonexclusive license to access and utilize pathology images and descriptions therefor ("Content") from the PEIR Image Database only as authorized in this Agreement. You may download, view, copy, analyze, print, and display, or download and store, in machine-readable form, insubstantial portions of Content as included in any individual file accessed by you, in connection with your normal business or educational activities, or to the extent permitted under the "fair use" provisions of the Copyright Act of 1976 (17 U.S.C. § 107), but only for non-profit, non-commercial, non-political, educational uses, except that no such use may be relied upon as a substantial component in the curriculum of any educational programs, unless specifically authorized by UAB in writing. Any uses of the Content shall provide proper attribution to UAB or others (if present) as indicated as the source of the Content and include the following notice: "© Copyright UAB and the UAB Research Foundation, 1999-2013. All rights reserved."

2. RESTRICTIONS. You acknowledge and agree that all right, title, and interest in and to the PEIR Image Database (including, without limitation, any images, photographs, animations, video, audio, music, text, and applets incorporated into the PEIR Image Database), the accompanying media, and any copies of the PEIR Image Database (including, without limitation, all copyrights, patent rights, trade secret rights, trademark rights, and other intellectual property rights in all of the above) are owned by UAB, the UAB Research Foundation, or its suppliers and are protected under U.S. and international copyright laws and other U.S. and international intellectual property laws. You further acknowledge and agree that all right, title, and interest in and to the PEIR Image Database, including associated intellectual property rights, are and shall remain with UAB. This License Agreement does not convey to you an interest in or to the PEIR Image Database, but only a limited right of use of the Content revocable in accordance with the terms of this License Agreement.

Except as expressly provided herein, you may not publish, display, disclose, modify, distribute, copy, reproduce, rent, lease, lend or create derivative works based on the PEIR Image Database or any part thereof. You may not reverse engineer, decompile, translate, adopt, disassemble, or create derivative works based upon the PEIR Image Database, except and only to the extent that such activity is expressly permitted by this Agreement. You agree to take all reasonable steps to protect the PEIR Image Database from unauthorized access, copying, or use.

UAB reserves the right at any time and without prior notice to you to change access location, hours of operation, availability, and method of accessing the PEIR Image Database. Network computer server repairs and modifications to the PEIR Image Database may cause disruptions in availability and necessitate changes in interface or other manner and method of accessing the PEIR Image Database without notice to you.

This license does not grant you any right to support services.

3. TERM. This Agreement is effective upon your acceptance of this Agreement or use of the Content and shall continue until terminated. You may terminate this Agreement at any time by destroying all copies of any Content and notifying UAB of same. UAB may terminate this License Agreement upon the breach by you of any term hereof. Upon such termination by UAB, you agree to destroy all copies of any Content. Paragraphs 2, 4, 5, 8, 9, and 12, and other provisions relating to use restrictions and proprietary rights shall survive the termination of this Agreement.

4. INDEMNIFICATION. You agree to indemnify, defend and hold harmless UAB, the UAB Research Foundation, its parents, subsidiaries, affiliates, officers, agents, contributors, and employees, from any and all liability, damages, expenses and/or costs (including attorneys' fees) arising from your use of the PEIR Image Database or your infringement of any intellectual property or other right of any person or entity.

5. LIMITATIONS. UAB and/or its third-party licensors shall employ due care and attention in obtaining and maintaining the Database Libraries. However, you acknowledge that any collection and compilation of data entails the likelihood of some human and machine errors, omissions, delays, interruptions, and losses, including inadvertent loss of data or damage to media, which may give rise to loss or damage. Accordingly, you agree THAT THE PEIR IMAGE DATABASE IS PROVIDED "AS IS"; UAB AND ITS CONTRIBUTORS MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO ITS ACCURACY, COMPLETENESS, OR CURRENTNESS; AND UAB OR ITS CONTRIBUTORS SPECIFICALLY DISCLAIM ANY OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UAB AND ITS CONTRIBUTORS SHALL NOT BE LIABLE ON ACCOUNT OF ANY SUCH ERRORS, OMISSIONS, DELAYS, OR LOSSES. YOU AGREE THAT IN NO EVENT WILL UAB OR ITS CONTRIBUTORS BE LIABLE FOR THE RESULTS OF YOUR USE OF THE PEIR IMAGE DATABASE, YOUR INABILITY OR FAILURE TO CONDUCT YOUR BUSINESS, OR FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. YOU FURTHER AGREE THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF UAB FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT AND SERVICES PERFORMED HEREUNDER, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO UAB TO ACCESS THE PEIR IMAGE DATABASE, EVEN IF UAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIM, LOSS, OR DAMAGE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

6. PASSWORDS. To the extent that passwords are issued, you agree to assume sole responsibility for the security of passwords issued to you. Unless expressly approved in writing by UAB, a password is valid for use only in the country in which it is issued. Passwords are subject to cancellation or suspension by UAB at any time, including upon non-use for such period as UAB may determine, and re-issuance or reactivation of such passwords may be subject to UAB's standard policies. If you believe that any password is being used by someone other than an authorized user, you must notify UAB immediately. If such use was not due to your or any authorized user’s omissions, fault, or negligence, or if you have previously notified UAB about the unauthorized access, you will not be liable for loss to UAB for such unauthorized use.

7. TRADEMARKS. "Pathology Education Instructional Resource" and "PEIR" are trademarks of UAB and the UAB Research Foundation. No right, license, or interest to these trademarks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to the trademarks.

8. GOVERNING LAW. This Agreement shall be construed and governed in accordance with the laws of the State of Alabama, to which all parties hereto consent for jurisdiction.

9. COSTS OF LITIGATION. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.

10. SEVERABILITY. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

11. NO WAIVER. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

12. U.S. GOVERNMENT RESTRICTED RIGHTS. The Content available through the PEIR Image Database is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, or any substitute provision, as applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable. Manufacturer for such purpose is The University of Alabama at Birmingham, Research Foundation, 1120G Administration Building, 701 20th Street South, Birmingham, AL 35294. You are responsible for complying with all trade regulations and laws both foreign and domestic.