End-User License Agreement (EULA) of Coastal Eco Explorer

This End-User License Agreement ("EULA") is a legal agreement between You and UNCW Research Foundation. This EULA agreement governs your use of our Coastal Eco Explorer software ("Software") directly from UNCW Research Foundation or indirectly through a UNCW Research Foundation authorized distributor (a "Distributor").“You” and “Your” means the individual or legal entity licensing the Software under this EULA.

Please read this EULA agreement carefully before completing the installation process and using the Coastal Eco Explorer software. It provides a license to use the Coastal Eco Explorer software and contains warranty information and liability disclaimers.

The Software is deemed to be delivered and accepted by You on the date it is made available for download or installation and by clicking "accept" or installing and/or using the Coastal Eco Explorer software.  You agree to be bound by the terms of this EULA from the acceptance date. If You do not have the authority to enter into this EULA or You do not agree with its terms, do not Use the Software.  Disable or uninstall it.

If you are entering into this EULA agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority or if you do not agree with the terms and conditions of this EULA agreement, do not install or use the Software, and you must not accept this EULA agreement.

This EULA agreement shall apply only to the Software supplied by UNCW Research Foundation herewith regardless of whether other software is referred to or described herein. The terms also apply to any UNCW Research Foundation updates, supplements, Internet-based services, and support services for the Software, unless other terms accompany those items on delivery. If so, those terms apply.

By agreeing to this EULA agreement, you also agree to the terms of the Privacy Notice for the Software available at http://people.uncw.edu/laymanl/coastalecoexplorer/PRIVACY_NOTICE.htm.

Intellectual Property and Ownership

UNCW Research Foundation shall at all times retain ownership of the Software as originally downloaded by you and all subsequent downloads of the Software by you. The Software (and the copyright, and other intellectual property rights of whatever nature in the Software, including any modifications made thereto) are and shall remain the property of UNCW Research Foundation.

UNCW Research Foundation reserves the right to grant licenses to use the Software to third parties.

License Grant

Subject to Your compliance with this EULA UNCW Research Foundation hereby grants you a personal, non-transferable, non-exclusive license to use the Coastal Eco Explorer software on your devices in accordance with the terms of this EULA agreement.

You are permitted to load the Coastal Eco Explorer software on a mobile phone or tablet device under your control. You are responsible for ensuring your device meets the minimum requirements of the Coastal Eco Explorer software.

UNCW Research Foundation retains ownership in all intellectual property rights in and to the Software, its content, and all underlying technology and associated Documentation related thereto. You authorize UNCW Research Foundation to use any feedback and ideas You provide in connection with Your use of the Software for any purpose.

Unless expressly authorized by UNCW Research Foundation in writing or otherwise permitted under applicable law, You will not: (i) sell, resell, transfer, sublicense, or assign Your rights under this license (except as expressly provided herein); (ii) modify, adapt or create derivative works; (iii) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code; (iv) make the functionality available to third parties, whether as an application service provider, or on an outsourcing, membership or subscription, rental, service bureau, cloud service, managed or hosted service, or other similar basis; (v) Use Software that is licensed for a specific device, whether physical or virtual, on another device; (vi) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks; (vii) Use the Software or Content for a commercial purpose; (viii) Use the Content with third-party products or service offerings that UNCW Research Foundation has not identified as compatible with the Software, extract UNCW Research Foundation Content or provide UNCW Research Foundation Content to a third party; or (ix) Use the Software for any purpose that UNCW Research Foundation considers is a breach of this EULA agreement.

Third Party Products

If You use the Software in conjunction with third-party products, You are responsible for complying with the third-party providers’ terms and conditions and privacy policies, and all such use is at Your risk.

Warranty

UNCW Research Foundation provides no warranty as to this Software or its Content.

Limitations and Exclusions of Liability

In no event will UNCW Research Foundation, its Distributors, or the University of North Carolina at Wilmington be liable for the following, regardless of the theory of liability or whether relating to or arising out of this EULA, the Software, the Content or otherwise, even if a party has been advised of the possibility of such damages: (i) direct damages, losses, injuries, or death to You or any person using or relying on the Software and Content including damage to a phone or tablet; (ii) indirect, incidental, exemplary, special or consequential damages; (iii) loss or corruption of data or interrupted or loss of business; or (iv) loss of revenue, profits, goodwill or anticipated sales or savings. All liability of UNCW Research Foundation, its affiliates, officers, directors, employees, agents, suppliers and licensors collectively, to You, whether based in warranty, contract, tort (including negligence), or otherwise, shall not exceed, in the aggregate, the total fees attributable to the twelve (12) month period before the initial claim and paid or payable by You to UNCW Research Foundation or any Approved Source. This limitation of liability for Software is cumulative and not per incident.

Reservation of Rights

Failure of the UNCW Research Foundation to enforce any right under this EULA will not waive that right.

Termination

This EULA agreement is effective from the date you first use the Software and shall continue until terminated.

It will also terminate immediately if you fail to comply with any term of this EULA agreement. Upon such termination, the licenses granted by this EULA agreement will immediately terminate and you agree to stop all access and use of the Software and destroy any copies of Software within Your control. The provisions that by their nature continue and survive will survive any termination of this EULA agreement.

Governing Law

This EULA agreement, and any dispute arising out of or in connection with this EULA agreement, shall be governed by and construed in accordance with the laws of North Carolina and the United States of America. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the EULA or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts.