This Agreement is made by and between Duke University (“Licensor”), and the undersigned departmental or institutional member (“Licensee”) of www.luneland.com.
1. Definitions. The following definitions apply herein:
2. License Grant
Subject to the terms and conditions hereof, Licensor hereby grants and Licensee accepts, a non-exclusive right and license to use Licensed Program, subject to the User Limitation. Licensee shall not have the right to sublicense, sell, transfer or assign the Licensed Program. Licensee shall not permit the Licensed Program to be used by parties outside Licensee's organization.
3. Duplication by Licensee
Licensee shall not duplicate Licensed Program use without the prior written consent of Licensor.
4. Effective Date
The right and license granted herein shall commence on the Effective Date.
5. Term and
The rights and licenses granted herein shall continue for a period of time (“Term”) commencing on the Effective Date, conditioned upon Licensor's receipt of the License Fee within thirty (30) days after the Effective Date. Failure to pay the License Fee within thirty (30) days of the Effective Date will terminate this Agreement. This Agreement is also subject to termination by Licensor if Licensee becomes insolvent, declares bankruptcy, or a receiver or trustee is appointed for Licensee. In addition, either party may terminate this Agreement with written notice upon the occurrence of a default or breach by the other party in any of its obligations under this Agreement, provided such default or breach continues for more than thirty (30) days after receipt by such other party of notice; provided, however, there shall be no such cure period with respect to any breach of Licensee's obligation under Section 9 hereto. Upon termination of this Agreement under this Section 5, Licensee agrees to cease using the Licensed Program.
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7. No Warranty
(a) NEITHER LICENSOR NOR ANY OF ITS EMPLOYEES MAKES ANY WARRANTY NOR REPRESENTATION, EXPRESS OR IMPLIED, NOR ASSUMES ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT OR PROCESS DISCLOSED FOR ANY PURPOSE (WHETHER OR NOT KNOWN, OR HAVING REASON TO KNOW, HAVING BEEN ADVISED, OR OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) OR THAT ITS USE WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS. IN ADDITION, SAID PARTIES EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN LICENSEE WITH RESPECT TO THE LICENSED PROGRAM, OR ANY PORTION THEREOF.
(b) IN NO EVENT WILL SAID PARTIES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES RESUL TING FROM EXERCISE OF THIS AGREEMENT OR LICENSEE'S USE OF THE LICENSED PROGRAM. THE PARTIES ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS AN AGREED ALLOCATION OF RISK BETWEEN THE PARTIES AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.
(c) Licensor is unaware
of any third party intellectual property rights that the Licensed
Program will infringe. Licensee's sole and exclusive remedy with
respect to allegations or proof of infringement of third party
intellectual property rights by the Licensed Program and/or its use
by Licensee, regardless of any alleged negligent misrepresentation or
any other alleged breach of this Agreement by Licensor, to the
exclusion of all other remedies therefore will be for Licensor to
refund to Licensee an amount equal to the License Fee.
Licensee hereby agrees to defend, indemnify and hold harmless Licensor, any individuals or institutions not affiliated with Licensor which were involved in the creation or development of the Licensed Program, and their respective trustees, officers, employees, faculty members, affiliates and agents (collectively referred to as Indemnitees) from any and all third party claims, lawsuits, damages, costs and expenses, including attorneys’ fees brought against Indemnitees related to or arising from Licensee’s use of the Licensed Program, including but not limited to product liability, infringement, or the making, using, selling, distributing or exporting of products, processes, or services derived therefrom.
9. Protection of Licensed Program
Except as expressly provided herein, Licensee receives no rights to and will not sell, assign, lease, market, transfer, encumber, or otherwise suffer to exist any lien or security interest on, or allow any third person, firm, corporation, other entity to use, copy, or reproduce in whole or in part in any manner the use of Licensed Program. Licensee shall use its best efforts to insure that no unauthorized use, in whole or in part, in any form shall be made of the Licensed Program. Licensee shall not permit any user to modify, reverse-engineer or disassemble any part of the Licensed Program or its use.
Licensee will pay or reimburse all federal, state, local or other taxes, including but not limited to, sales, use, added value, or excise taxes, or amounts levied in lieu thereof, based on fees and charges payable under this Agreement or based on Licensee's use of the Licensed Program.
LICENSEE AGREES AND CERTIFIES THAT IT WILL NOT EXPORT OR RE-EXPORT, DIRECTLY OR INDIRECTLY, USE OF THE LICENSED PROGRAM CONTRARY TO THE LAWS AND REGULATIONS OF THE UNITED STATES OR ANY OTHER COUNTRY.
Except as expressly provided herein, Licensee may not assign, sublicense, or otherwise transfer its rights, duties or obligations under this Agreement to any other party or entity, in whole or in part, without the prior written consent of Licensor.
13. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. No modification or amendment to this Agreement will be valid or binding unless reduced to writing and duly executed by the party or parties to be bound thereby.
All payments due to Licensor under this Agreement can be paid online via the DukePay service at www.luneland.com. If paid by other means, it must cite “DUKE File(s) #2877”, and must be made payable to “DUKE University.” If payments are made by wire, the wiring instructions below must be followed. Payments made by check, as well as reports due to Licensor, must be sent to Licensor at the following address:
For delivery via the U.S. Postal Service:
Office of Licensing & Ventures
PO Box 90083
Durham, NC 27708-0083
Attention: Agreement Manager
Bank Wire or ACH Payment Instructions:
Bank: Wells Fargo Bank, N.A.
301 S. Tryon Street
Charlotte, NC 28282, USA
ABA #: 121000248 (Domestic wires only)
Swift Code: WFBIUS6S (Foreign wires only)
Beneficiary: Duke University Concentration Account
Account #: 202374-0253053
Attention: Office of Licensing & Ventures, 919-681-7583*
* This data must appear to ensure payment is credited to your account
Note: all related fees are the responsibility of the payer
Licensee’s contact information regarding invoices and payments is on file at www.luneland.com.
shall be deemed effective on the date of delivery if delivered by
personal delivery (including overnight mail by private carrier) or on
the date of mailing if delivered by certified mail.
(a) Nothing in this Agreement shall be construed as conferring any right to use in advertising, publicity, or other promotional activities any name, tradename, trademark, or other designation of any party hereto or of Duke University, or any employees thereof, and any contraction, abbreviation, or simulation of any of the foregoing.
(b) The headings of the several sections of this Agreement are included for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
(c) In the absence of applicable Federal law, this Agreement shall be interpreted and construed in accordance with the laws of the State of North Carolina. All disputes shall be resolved int eh state and federal courts located in North Carolina.
(d) The failure or forbearance by Licensor or Licensee to enforce any right or claim against the other party shall not be deemed to be a waiver by Licensor of a claim or right or claim hereunder. The waiver by Licensor or Licensee of a breach hereof shall not operate or be construed as a waiver of any subsequent breaches of the same or any other provision.
(e) If any of the provisions of this Agreement are determined to be invalid or unenforceable, such invalidity or unenforceability will not invalidate or render unenforceable the remainder of the Agreement, but rather the entire agreement will be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the parties hereto shall be construed and enforced accordingly. The parties hereby acknowledge that if any provision of this Agreement is determined to be invalid and unenforceable, it is their desire and intention that such provision be reformed and construed in such a manner that it will, to the maximum extent practicable, be deemed valid and enforceable.
Exhibit A – Price List and License Fees (these fees may have been updated elsewhere, see relevant pages for current rates or special offers)
Departmental level membership License Fee is US$450. This fee will allow Licensee to post up to 7 job ads from within a single department only for a Term of one year (12 months). Licensee may pay any number of additional License Fees of US$450 each at any time within a Term. Each payment of License Fee will allow the Licensee to post up to 7 additional job ads within one year and extend the Term of this Agreement to a full year starting on the payment date.
Institutional level membership License Fee is US$1,500. This fee will allow Licensee to post up to 10 job ads that can be shared and used by any of the departments or centers within an institution for one year (12 months). Licensee may pay any number of additional License Fees of US$1,500 each at any time within a Term. Each payment of License Fee will allow the Licensee to post up to 10 additional job ads within one year and extend the Term of this Agreement to a full year starting on the payment date.