NUhelp Mobile App - Disclaimer

Copyright © 2015 Northwestern University

END USER LICENSE AGREEMENT
IMPORTANT: PLEASE READ THIS LICENSE CAREFULLY BEFORE USING THIS SOFTWARE.

The NUhelp application ("Software") is owned and operated by Northwestern University (“NU”). By installing and/or using the Software, you (“User”) agree that this End User License Agreement (“EULA” or “Agreement”) is a legally binding and valid contract and agree to be bound by it. You agree to abide by the intellectual property laws and all of the terms and conditions of this Agreement.

NU reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. It is User’s responsibility to check this Agreement periodically for changes. User’s continued use of the Software following the posting of any changes to this Agreement constitutes acceptance of those changes. This Agreement is void where prohibited by law, and the right to access and use the Software is revoked in such jurisdictions.

1. AGE RESTRICTION

User hereby certifies to NU that if User is an individual (i.e., not a corporation), User is at least 16 years of age. User also certifies that they are legally permitted to use the Software.

2. LICENSE

Subject to the terms of this Agreement, Northwestern University grants to you a limited, non-exclusive, non-transferable license, without right to sub-license, to use Software in accordance with this Agreement and any other written agreement with Northwestern University. Northwestern University does not transfer the title of Software to you; the license granted to you is not a sale. This agreement is a binding legal agreement between Northwestern University and the purchasers or users of Software.

If you do not agree to be bound by this agreement, remove Software from your device.

3. CONSENT OF USE OF DATA

You agree that Northwestern University may collect and use information gathered in any manner as part of the product support services provided to you related to Software, including, but not limited to, GPS data regarding your location when inside Northwestern University Police Department’s patrol jurisdiction. Northwestern University may also use this information to provide notices to you which may be of use or interest to you.

4. DISTRIBUTION

Software and the license herein granted shall not be copied, shared, distributed, re-sold, offered for re-sale, transferred or sub-licensed in whole or in part except that you may make one copy for archive purposes only.

5. USE

Your license to use Software is limited to the number of licenses purchased by you. You shall not allow others to use, copy or evaluate copies of Software.

6. Use Restrictions

You shall use Software in compliance with all applicable laws and not for any unlawful purpose.

7. Copyright Restriction

This Software contains copyrighted material, trade secrets and other proprietary material. You shall not, and shall not attempt to, modify, reverse engineer, disassemble or decompile Software. Nor can you create any derivative works or other works that are based upon or derived from Software in whole or in part.

Northwestern University's name, logo and graphics file that represents Software shall not be used in any way to promote products developed with Software. Northwestern University retains sole and exclusive ownership of all right, title and interest in and to Software and all Intellectual Property rights relating thereto.

Copyright law and international copyright treaty provisions protect all parts of Software, products and services. No program, code, part, image, audio sample, or text may be copied or used in any way by the User except as intended within the bounds of the single user program. All rights not expressly granted hereunder are reserved for Northwestern University.

8. WAIVER OF LIABILITY AND HOLD HARMLESS AGREEMENT

In consideration for receiving permission to download and use Software, I hereby release, waive, discharge and covenant not to sue Northwestern University, its officers, servants, agents and employees (hereinafter referred to as "releasees") from any and all liability, claims, demands, actions and causes of action whatsoever arising out of or relating to any loss, damage or injury, including death, that may be sustained by me, or to any property belonging to me, whether caused by the negligence of the releasees, or otherwise, related in any way to my use or possession of Software.

I am fully aware of risks and hazards connected with travel on the Northwestern University campus and the areas adjacent to campus within Northwestern University Police Department’s patrol jurisdiction, and I am fully aware that there may be risks and hazards unknown to me connected with such travel. I acknowledge and understand that Software does not purport to reduce or ameliorate any such risks, and that I may become lost or injured in the course of using information presented by Software. I hereby elect to voluntarily download and use Software knowing that conditions may be hazardous, or may become hazardous or dangerous to me and my property. I voluntarily assume full responsibility for any risks of loss, property damage or personal injury, including death, that may be sustained by me, or any loss or damage to property owned by me, as a result of my use or possession of Software, whether caused by the negligence of releasees or otherwise.

I further hereby agree to indemnify, hold harmless and defend the releasees and each of them, from any loss, liability, damage or costs they may incur due to my use or possession of Software, whether caused by the negligence of any or all of the releasees, or otherwise.

In no event (including, without limitation, in the event of negligence) will Northwestern University, its trustees, officers, agents or employees be liable for any consequential, incidental, indirect, special or punitive damages whatsoever (including, without limitation, damages for loss of profits, loss of use, business interruption, loss of information or data, or pecuniary loss), in connection with or arising out of or related to the use or inability to use Software or the furnishing, performance or use of any other matters hereunder whether based upon contract, tort or any other theory including negligence.

It is my express intent that this Release shall bind the members of my family and spouse, if I am alive, and my heirs, assigns and personal representative, if I am deceased, and shall be deemed as a Release, Waiver, Discharge and Covenant Not to Sue the above named releasees.

In using the Software, I acknowledge and represent that:

  • A. I have read the foregoing release, understand it, and use the Software voluntarily as my own free act and deed;
  • B. No oral representation, statements or inducements, apart from the foregoing written agreement, have been made;
  • C. I am at least sixteen (16) years of age and fully competent; and
  • D. I execute this Release for full, adequate and complete consideration fully intending to be bound by same.

9. NO WARRANTY

NORTHWESTERN UNIVERSITY PROVIDES SOFTWARE TO YOU "AS IS", WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. NORTHWESTERN UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE OR INFORMATION PRESENTED THEREBY IS ACCURATE, COMPLETE OR UP-TO-DATE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY NORTHWESTERN UNIVERSITY EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR SHALL CREATE A WARRANTY FOR THE SOFTWARE.

NORTHWESTERN UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY EMERGENCY SERVICES PROVIDERS (POLICE, PARAMEDICS, ETC.) OR THE STABILITY, CONNECTIVITY, OR EFFECTIVENESS OF ANY WIRELESS OR CELLULAR NETWORK DURING ANY EMERGENCY SITUATION. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. Force Majeure

Northwestern University, its officers, servants, agents and employees will not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of Software resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes or natural disasters, strikes or other labor problems, wars, or governmental restrictions.

11. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of Illinois, as if made within Illinois between two residents thereof, and the parties submit to the exclusive jurisdiction and venue of the state and Federal courts located in Cook County, Illinois. Notwithstanding the foregoing sentence, (but without limiting either party’s right to seek injunctive or other equitable relief immediately, at any time), any disputes arising with respect to this Agreement shall be settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”). The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in Cook County, Illinois using the English language.

If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this License and not affect the validity and enforceability of any other provisions.

12. TERMINATION

Northwestern University may terminate User’s access to the Software at any time, with or without cause. User will be provided with termination notice by account notification and SMS message(s). Northwestern University may in its discretion also provide other (additional) forms of termination notice. Upon termination, User will no longer access (or attempt to access) the Software. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers and limitations of liability.

13. PRIVACY

By using the Software, you are consenting to all terms contained in Software’s Privacy Policy, which is incorporated by reference herein, now and as amended by Northwestern University.

14. MISCELLANEOUS

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. This Agreement is not assignable, transferable or sub-licensable by User except with Northwestern University’s prior written consent. Northwestern University may transfer, assign or delegate this Agreement and its rights and obligations without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Northwestern University in any respect whatsoever.