IEEE LICENSE AGREEMENT
THIS IS AN AGREEMENT MADE BY AND BETWEEN YOU AND THE INSTITUTE OF ELECTRICAL AND ELECTRONICS ENGINEERS, INCORPORATED (“IEEE”) CONCERNING YOUR USE OF THIS IEEE PRODUCT (THE “MATERIAL”). PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE MATERIAL, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
- License. Subject to your compliance in all material respects with the terms and conditions of this Agreement, IEEE grants you a restricted, non-exclusive, non-transferable, revocable license to use the Material solely for personal, non-commercial purposes.
- Restrictions. You may not use, copy, print, modify, adapt, create derivative works from, market, deliver, rent, lease, sublicense, make, have made, assign, pledge, transfer, sell, offer to sell, import, reproduce, distribute, publicly perform, publicly display or otherwise grant rights to the Material, or any copy thereof, in whole or in part, except as expressly permitted under this Agreement. You may not reverse engineer, disassemble, decompile or translate the Material, or otherwise attempt to derive the source code, structural framework or the data records of the Material, or authorize any third party to do any of the foregoing. You may not loan, resell or distribute the Material, or any part thereof, in any way.
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- NO WARRANTY. THE MATERIAL IS PROVIDED TO YOU “AS IS” AND “WITH ALL FAULTS.” IEEE AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS: (a) CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR NON-INFRINGEMENT OF THE MATERIAL AND ITS CONTENTS OR THAT YOUR USE OF THE MATERIAL WILL BE ERROR-FREE OR UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS; AND (b) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, GUARANTEES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ANY USE OF THE MATERIAL IS ENTIRELY AT YOUR OWN RISK.
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- Indemnification. You agree to indemnify and hold IEEE and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: (a) use of the Material; (b) violation of this Agreement or any law or regulation; or (c) violation of any rights of another party.
- Termination. This Agreement is effective until terminated by you or IEEE. Your rights under this Agreement shall terminate automatically without notice from IEEE if you violate any of the terms of this Agreement. Upon termination of this Agreement, all rights granted to you under this Agreement shall immediately terminate, but all other provisions shall survive termination.
- Links. The Material or third parties may provide links to other websites or resources. Because IEEE has no control over such sites and resources, you acknowledge and agree that IEEE is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such sites or resources.
- Changes to Material. IEEE reserves the right to modify or discontinue, temporarily or permanently, the Material or any product or service to which it connects, with or without notice and without liability to you.
- Legal Compliance. You represent and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including, but not limited to, the Specially Designated Nationals List.
- General. (a) This Agreement and your relationship with IEEE under the Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws principles. (b) If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its unenforceability. Such provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of this Agreement. (c) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. You may not assign any of your rights or obligations under this agreement to another party without the express written consent of IEEE. (d) The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. (e) This Agreement constitutes the complete and exclusive statement of the agreement between IEEE and you with respect to the subject matter hereof and supersedes any proposal or prior or contemporaneous agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement.