SOFTWARE LICENSE AGREEMENT for the Online Cultural and Historical Research Environment (OCHRE)

Last modified date: October 16, 2016

OCHRE SOFTWARE LICENSE AGREEMENT Thank you for selecting the Online Cultural and Historical Research Environment (OCHRE) Software offered by Scholarly Research Systems, LLC, and its copyright holder(s) (referred to as "Scholarly Research Systems," "Licensor," "we," "our," or "us"). Please review these license terms ("Agreement") thoroughly. In order to use OCHRE, whether as a guest or as a registered user, you must acknowledge that you have read, understood, and agree to be bound by this Agreement.

This Agreement is a legal agreement between you and Scholarly Research Systems, LLC. By clicking "I AGREE" you indicate that you have read and accept the provisions of this Agreement and that you agree to be bound by all terms and conditions set forth herein.

IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, THEN DO NOT INDICATE ACCEPTANCE OF THE AGREEMENT AND DO NOT USE THE SOFTWARE.

1. AGREEMENT

This Agreement describes the terms governing your use of the OCHRE Software including content, updates and new releases along with accompanying documentation and support material (collectively, the "Software"), and gives you certain rights and responsibilities as described herein. This Agreement incorporates by reference:

The Privacy Policy available on the OCHRE website (http://ochre.uchicago.edu), on the Software's "Project, About OCHRE" pane, or provided to you in writing;

Additional Terms and Conditions for the Software that you have selected, including any licenses, terms of service or other terms of use from third parties or our Affiliates offered in connection with the Software; and

Any terms provided separately to you for the Software, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, where applicable.

2. OWNERSHIP

The Software and all copies thereof are proprietary to Scholarly Research Systems, and all right, title and interest, including all copyright and intellectual property rights, thereto remain in Scholarly Research Systems at all times. You agree that the Software contains proprietary information, including trade secrets, know-how and confidential information. The Software is protected by international copyright laws, trade secret, and other intellectual property laws and treaties.

3. LICENSE GRANT AND RESTRICTIONS

3.1 You are only granted certain limited rights to install and use the Software, and Scholarly Research Systems reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, Scholarly Research Systems grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the Software, limited to the period of use provided in the ordering and activation terms, if specified.

3.2 You acknowledge and agree that the Software is licensed, not sold, notwithstanding any reference herein to "sale," "purchase," "fee," "payment," or "subscription." Your license confers no title or ownership in the Software and should not be construed as a sale of any right in the Software.

3.3 You agree not to use the Software in a manner that violates any applicable law, regulation or this Agreement, or to do any of the following:

Reproduce, duplicate, copy, modify, descramble, disassemble, reverse-engineer, reverse-compile, distribute, sell, trade or resell the Software; creation of any derivative work is forbidden;

Transfer your license to the Software to any other party;

Avoid, bypass, remove, deactivate, impair, or otherwise circumvent any technological measure implemented by Scholarly Research Systems or any of our Affiliates or users in an attempt to gain unauthorized access to the Software;

Use the Software for commerical purposes, or permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, hosting service, or other arrangement; or

Upload, host, use or access the Software via a timesharing, service bureau, virtualization, application hosting or other remote access arrangement.

If you violate any of these terms, this Agreement and your license to use the Software may be terminated by Scholarly Research Systems in its sole discretion.

4. YOUR PRIVACY AND PERSONAL INFORMATION You can view the OCHRE Privacy Policy on the OCHRE website, or on the Software's "Project, About OCHRE" pane. You agree to be bound by the OCHRE Privacy Policy, subject to change in accordance with its terms.

5. CONTENT

5.1 You are responsible for your content You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored through your use of the Software. You agree not use the Software for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to ensure that your Content is backed up appropriately. You are responsible for any Content that may be lost or unrecoverable through your use of the Software. We are not responsible for the Content or data you provide through your use of the Software.

You agree not to use the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, unethical, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;

Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy;

Advertisements, solicitations, investment opportunities, chain letters, other unsolicited commercial communication;

Viruses, trojan horses, worms or other disruptive or harmful software or data; and

Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.

5.2 Community forums The Software includes access to a community forum (http://ochrewiki.wikispaces.com/) to exchange information with other users of the Software and the public. We are not responsible for the accuracy of others' content in these community forums. We may, but have no obligation to, monitor Content provided on the community forum. Do not reveal information in the community forum that you do not want to make public. We, in our sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

5.3 We may access your data in order to provide support You grant us permission to use information you provide and to access Content that you have stored through your use of the Software so that we can provide support services to you, monitor and analyze your use of the services, maintain and update your data, address errors or service interruptions, and report summarized usage metrics.

6. ADDITIONAL TERMS YOU AGREE TO

6.1 Identification If you are provided with a user account as an OCHRE user, you will provide your real name on your user account, along with a valid email address. You are responsible for securely managing your password. If you become aware of any unauthorized access to your User Account, or of the theft or loss of your password, you agree to contact us as soon as possible. You agree to take all reasonable steps to protect the Software from unauthorized use or dissemination. You agree not to impersonate, or misrepresent your affiliation with, any person or entity, in order to gain access to the Software.

6.2 Communication We may wish to, or be required by law to, send you communications about the Software. You agree that we may send these communications to you via email or by posting them on one of our sponsored websites and you agree to accept such communications.

6.3 You will accept Software updates The Software may periodically be updated with tools, utilities, improvements, third-party applications, or general updates to improve and enhance the features and performance of the Software. You agree to accept updates as they become available.

6.4 We may freely use feedback you provide You agree that we may use your feedback, suggestions, or ideas in any way, including in future modifications of the Software, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty-free license to use the feedback you provide to us in any way.

7. DISCLAIMERS

YOUR USE OF THE SOFTWARE AND CONTENT ACCESSIBLE THROUGH THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCHOLARLY RESEARCH SYSTEMS, ITS AFFILIATES, AND ITS THIRD-PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, AGAINST DATA LOSS, OR THE ACCURACY, RELIABILITY, OR QUALITY OF CONTENT IN OR LINKED TO THE SOFTWARE. SCHOLARLY RESEARCH SYSTEMS AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR OTHER DEFECTS, NOR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED. FURTHER, SCHOLARLY RESEARCH SYSTEMS AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE, CONTENT, OR DATA TRANSMITTED THROUGH THE SOFTWARE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SCHOLARLY RESEARCH SYSTEMS, ITS AFFILIATES, OR SUPPLIERS, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

8. LIMITATION OF LIABILITY AND INDEMNITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF SCHOLARLY RESEARCH SYSTEMS, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT IS EXCLUDED. SUBJECT TO APPLICABLE LAW, SCHOLARLY RESEARCH SYSTEMS AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET OCHRE SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF SCHOLARLY RESEARCH SYSTEMS OR ITS AFFILIATES AND SUPPLIERS KNEW, SHOULD HAVE KNOWN, OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF SCHOLARLY RESEARCH SYSTEMS AND ITS AFFILIATES AND SUPPLIERS, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS USE.

You agree to indemnify and hold Scholarly Research Systems and its Affiliates and Suppliers, its officers, directors, employees and agents, harmless from any and all claims, liabilities, damages, losses, and expenses (including attorneys' fees), arising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). Scholarly Research Systems reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Scholarly Research Systems in the defense of any Claims.

9. CHANGES TO THIS AGREEMENT OR THE SOFTWARE We may change this Agreement from time to time, and the changes will be effective when posted on the OCHRE website for the Software, when accessible from the "Project, About OCHRE" screen when using the Software, or when we notify you by other means. Please review the Agreement periodically for changes; the "Last modified date" will be clearly marked.

We may also change or discontinue the Software, in whole or in part, including but not limited to, any feature or aspect of the Software, Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Software after we post or otherwise notify you of any changes, indicates your agreement to the changes.

10. TERMINATION We may immediately and without notice terminate this Agreement or suspend or terminate the license to the Software if you fail to comply with these terms or if you no longer agree to receive electronic communications. Upon any termination you must immediately stop using and delete or destroy all copies of the Software and any outstanding payments will become due. Any termination of this Agreement shall not affect our rights to any payments due to it. We may terminate a free user account at any time. Other requirements regarding termination or cancellation of your license to the Software may apply based on the specific ordering or activation terms for the Software.

11. GOVERNING LAW AND JURISDICTION This Agreement will be governed by the State of Illinois, except for that State's conflict of laws provisions. To resolve any legal dispute arising from this Agreement, you and Scholarly Research Systems agree to the exclusive jurisdiction of state courts in Cook County, Illinois U.S.A. or federal court for the Northern District of Illinois. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. We do not represent that the Software is appropriate or available for use in all countries. We prohibit accessing materials from countries or states where contents are illegal. You are using the Software on your own initiative and you are responsible for compliance with all applicable laws.

12. GENERAL This Agreement is the entire agreement between you and Scholarly Research Systems and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of the Agreement will continue in full force and effect.

You cannot assign or transfer ownership of this Agreement to anyone without the prior written approval of Scholarly Research Systems. However, we may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by Scholarly Research Systems or (c) a successor by merger. Any assignment in violation of this Section shall be void.

13. CONTACT INFORMATION For inquiries, contact us at info@scholarlyresearchsystems.com.