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TO BIND THE ORGANIZATION NAMED IN YOUR REGISTRATION FORM, IF ANY, AND
IF SUCH AN ORGANIZATION IS NAMED, SUCH ORGANIZATION SHALL BE DEEMED TO
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THIS SERVICE LICENSE AGREEMENT IS ENTERED INTO BY AND BETWEEN THE
ROSTLAB, TECHNICAL UNIVERSITY OF MUNICH (HEREINAFTER "TUM") AND THE
"LICENSEE". WHEREAS TUM HAS THE RIGHT TO LICENSE ALL COPYRIGHTS AND
OTHER PROPERTY RIGHTS IN THE LICENSED SERVICE IDENTIFIED AS THE SERVICE
AND DEVELOPED BY TUM AND TUM DESIRES TO LICENSE THE SERVICE SO THAT IT
BECOMES AVAILABLE FOR PUBLIC USE AND BENEFIT.
TUM grants You a non-exclusive and non-transferable license to use the
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enhancements to the Service without notice to You and without
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You will not (i) use, or cause or permit the use of, the Service in
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Term and Termination
The term of this Agreement shall continue until terminated in
accordance with this Section 4. This Agreement, and the rights granted
hereunder, will terminate automatically, and without any further notice
from or action by TUM, if You fail to comply with any obligation set
forth herein. Upon termination, You must immediately cease use of the
Service. TUM shall have the right to disable electronically Your
unauthorized use of the Service and resort to other "self help"
measures TUM deems appropriate. Sections 2, 4-10 and 12-14 shall
survive expiration or termination of this Agreement.
No Obligation to Support
It is understood and agreed that TUM will provide no maintenance or
installation services of any kind, error corrections, bug fixes,
patches, updates or other modifications hereunder. In the event that
TUM, at its sole option, provides updates, error corrections, bug
fixes, patches, modifications, consultation or end-user support of any
Title to the Service copyrights, trademarks and all other intellectual
property rights applicable thereto, shall at all times remain solely
and exclusively with TUM and its affiliates, and You shall not take any
action inconsistent with such ownership. Any rights not expressly
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or display any trademark, trade name, insignia, or symbols of TUM, its
faculties or departments, or any variation or combination thereof, or
the name of any trustee, faculty member, other employee, or student of
TUM, for any purpose whatsoever without TUM's prior written consent.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TUM DISCLAIMS ALL
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DEALING, USAGE OR TRADE PRACTICE, AND ANY WARRANTIES OF FREEDOM FROM
INFRINGEMENT OF ANY DOMESTIC OR FOREIGN PATENTS, COPYRIGHTS, TRADE
SECRETS OR OTHER PROPRIETARY RIGHTS OF ANY PARTY. TUM SPECIFICALLY
DISCLAIMS ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL
MEET YOUR REQUIREMENTS OR WILL OPERATE IN COMBINATIONS OR IN A MANNER
SELECTED FOR USE BY YOU, OR THAT THE OPERATION OF THE LICENSED SOFTWARE
WILL BE UNINTERRUPTED OR ERROR FREE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL TUM BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM
LOSS OF DATA, LOST PROFITS, LOSS OF USE OF EQUIPMENT OR LOST CONTRACTS
OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH
THE USE OR PERFORMANCE OF THE SERVICE OR RELATING TO THIS AGREEMENT,
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Neither this Agreement nor any rights, obligations or licenses granted
hereunder may be assigned or delegated by You without the prior written
consent of TUM. This Agreement shall inure to the benefit of the
parties and their permitted successors and assigns.
Governing Law; Jurisdiction and Venue
This Agreement shall be governed by New York law applicable to
agreements made and to be fully performed in New York, without
reference to the conflict of laws principles of any jurisdiction. The
parties agree that any and all claims arising under this Agreement or
relating thereto shall be heard and determined either in the United
States District Court for the Southern District of New York or in the
Courts of the State of New York located in the City and County of New
York, and the parties agree to submit themselves to the personal
jurisdiction of those Courts and to waive any objections as to the
convenience of the forum.
If any provision of this Agreement shall be held by a court of
competent jurisdiction to be illegal, invalid or unenforceable, the
remaining provisions shall remain in full force and effect.
(a) This Agreement and its exhibits contain the entire understanding
and agreement between the parties respecting the subject matter hereof.
(b) This Agreement may not be supplemented, modified, amended, released
or discharged except by an instrument in writing signed by each party's
duly authorized representative. (c) All captions and headings in this
Agreement are for purposes of convenience only and shall not affect the
construction or interpretation of any of its provisions. (d) Any waiver
by either party of any default or breach hereunder shall not constitute
a waiver of any provision of this Agreement or of any subsequent
default or breach of the same or a different kind. (e) This Agreement
shall be binding upon and shall inure to the benefit of the parties,
their successors and permitted assigns.