UofL CIML Submission Terms and Conditions
1. REPRESENTATIONS
You understand that the materials (e.g., software, application tools, computational models, algorithms and data and associated documentation and/or related materials) will be referred to collectively as “Software”) and that the Software you submit via this portal will support collaborative work in Computational Intelligence and Machine Learning (“CIML”). This CIML project and its resulting portal through which you are submitting Software and others will be accessing or downloading Software submitted by you and other submitters has been developed by University of Louisville (“UofL”) researchers in a joint project with George Mason University. The project is funded by the National Science Foundation (“NSF”) as a part of building a specialized cyberinfrastructure in engineering sciences. You understand that Software you submit can be used by the general public and/or specialists in this field.
Initially the submissions will focus on software and the programming platform of the submitted software will be Java. However, in the future, submissions of application tools, computational models, algorithms and data along with its associated documentation and related material are anticipated. All submitted Software may be released for public use after the Software has been reviewed and accepted for distribution via this portal.
This effort is referred to as the UofL CIML portal or project.
You understand that these representations and the other terms and conditions of this document (“Terms”) apply to your submission of Software to the UofL CIML portal.
You represent that you are of legal age to accept these Terms and to create binding contractual and financial obligations for any liability that you may incur as a result of your submission of Software or use of the UofL CIML portal.
By clicking “I accept” you agree to from an agreement between you and the University of Louisville Research Foundation, Inc. (hereinafter “ULRF”) a Kentucky non-profit corporation having an office at MedCenter One, 501 E. Broadway, Suite 200, Louisville, Kentucky 40202-1798 as the agent of the University of Louisville ("UofL") for receiving grants and research agreements from external funding sources and which owns and controls intellectual property on behalf of UofL (collectively “Institution”).
Institution as a result of an NSF grant has developed this CIML Portal/Project to provide online resources for collaborative work in Computational Intelligence and Machine Learning. Your submission will help build a specialized cyberinfrastructure in engineering sciences.
If you do not agree to these Terms, then you are not granted rights to submit to or use the UofL CIML portal or any of its Services, and you should refrain from accessing the UofL CIML portal and its Services. If you violate any of these Terms, your permission/authorization to use the UofL CIML Portal automatically terminates.
Institution reserves the right to update and change the Terms, including without limitation the Privacy Statement, associated UofL CIML Portal Policies and/or Procedures, from time to time. Institution will alert users of any changes by email. Updates and changes to these Terms will be reflected in and accessible through transmittal in the email or via the URL specified in the email (typically this will be the URL where these Terms first appeared.)
You are encouraged to periodically review the most recent version of the Terms, including without limitation the Privacy Statement, Policies and/or Procedures. Use of the UofL CIML portal after changes to the Terms constitutes acceptance of any changes. It is therefore important that you regularly review these Terms and keep your contact information current to ensure you receive any changes via email.
Please choose carefully the information and/or Software you post on this portal/web site. You are expected to use caution and common sense when using this portal/web site.
In order to submit to this portal, you will be asked to supply specified information in an email message. Upon review and verification of certain information that you provide, you then will be provided a logon id and password for access to the UofL CIML portal (your “account”). Institution reserves the right to not grant access or not to grant the ability to submit Software to this portal based on the information you provide and our ability to verify it.
When registering to submit Software, you must: (a) provide true, accurate, current and complete information (collectively, the "Registration Data") and (b) update the Registration Data as necessary. If, after investigation, we have reasonable grounds to suspect that your information is untrue, inaccurate, not current or incomplete, we may opt not to grant you access or the ability to submit, suspend or terminate your logon id and prohibit any or all use of the UofL CIML portal by you.
You will receive a logon id and password upon completing this email registration process. You are responsible for maintaining the confidentiality of your password and for all activities that occur through your account. You agree to immediately notify Institution of any unauthorized use of your password or account or any other breach of security. You understand that Institution is not liable for any loss or damage arising from your failure to provide accurate information or to keep your password secure. You will be asked to change your initial password upon first login. Please create a secure password, with unique numbers, letters, and special characters and log off from your account at the end of each session. The passwords accepted are expected to follow the password standards at: http://security.louisville.edu/PolStds/ISO/PS008.htm.
You, as a user of the CIML portal and CIML portal account holder, agree to follow the Institution's Information Security Policies and Standards located at http://security.louisville.edu/PolStds while using or working with the CIML portal, Software contained therein or your CIML portal user account.
3. APPROPRIATE CONDUCT AND RELATED SUBMITTER REPRESENTATIONS AND WARRANTIES
You acknowledge that you are responsible for your own conduct and any Software that you or anyone using your account creates, transmits or displays when using the UofL CIML portal and for any resulting consequences.
When you (or anyone using your account) upload/submit or make available the Software, you thereby represent and warrant that:
(a) you own or have sufficient rights to upload and make available to others any Software (“posting”) via your account on or through the UofL CIML portal (e.g. the rights to copy, make derivative works, make public display or distribute for copyright; the rights to use for patent);
(b) the posting of Software via your account on or through the UofL CIML portal does not violate the privacy rights, publicity rights, copyrights, patents, trademarks, other proprietary rights, contract rights or any other rights of any person or entity;
(c) you have fully complied with any third-party licenses relating to any Software posted via your account,
(d) you agree to pay for all royalties, fees and any other monies owning any person or entity by reason of the Software posted via your account to or through the UofL CIML portal;
(e) the Software posted via your account (1) does not contain any viruses, worms, Trojan horses, malicious code or other harmful or destructive content nor (2) does the Software constitute, contain, install or attempt to install or promote spyware, malware or other computer code (whether on Institution’s or others computers or equipment) designated to enable you or others to gather information about or monitor the online or other activities of another individual or entity;
(f) the Software posted via your account is not obscene, lewd, lascivious, excessively violent, harassing, libelous or slanderous, does not advocate the violent overthrow of the government of the United States, does not incite, encourage or threaten immediate physical harm against another, does not violate any applicable law, regulation, or rule;
(g) the Software posted via your account does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health and wellbeing of minors;
(h) if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to make available the Software posted via your account, or (ii) secured from your employer a waiver as to all rights in or to the Software posted via your account;
(i) the Software posted via your account does not inundate the UofL CIML portal with communications or other traffic suggesting no serious intent to use the portal for its stated purpose;
(k) the Software posted via your account does not contain content that endorses or promotes racism, bigotry, hatred, or physical harm of any kind against another group or individual; and
(l) the Software posted via your account does not contain content that discriminates, incites harassment or advocates harassment of any group or individual.
You agree to use UofL CIML portal only for purposes that are legal, and in accordance with the Terms, including without limitation the Privacy Statement, associated UofL CIML Portal Policies and/or Procedures. To report any activity or Content that may violate the Terms, please email cimlvin@louisville.edu, including full email headers.
Without limiting any other remedies, Institution may suspend or terminate your UofL CIML portal account if we suspect that you have engaged in unlawful activity in connection with the portal. In addition, Institution reserves the right, in its sole discretion to investigate and take appropriate legal action against anyone who, in Institution’s sole discretion violates these Terms. Prohibited activity includes, but is not limited to:
(a) criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets;
(b) transmitting chain letters or junk mail to other users;
(c) using any information obtained from the portal in order to contact, advertise to, solicit, or sell to any user without such user's prior explicit consent;
(d) engaging in automated use of the system, such as using scripts to send comments or messages;
(e) interfering with, disrupting, or creating an undue burden on the portal or the networks or services connected to the web site, including, without limitation, hacking into the portal;
(f) attempting to impersonate another user or person;
(g) using the login id of another person; and
(h) using any information obtained from the portal to harass, abuse or harm another person.
In connection with your use of the UofL CIML portal, you shall comply with all applicable international, state, federal, local laws, including without limitation, all laws regulating exports. You are aware that all postings of open source encryption code or other export controlled items must need to be simultaneously reported to the U.S. government. You are responsible for submitting this email report to the U.S. government in accordance with procedures described in: http://www.bis.doc.gov/encryption/PubAvailEncSourceCodeNofify.html (or successor sites thereto) and Section 740.13(e) of the EAR.
You represent you are not a person on a list (or associated with an entity this is so debarred) barring you from receiving services under U.S. laws or other applicable jurisdiction, including without limitations, Denied Persons List, Entity List, and other lists issued by the U.S. Department of Commerce, Bureau of Industry and Security, detailed at http://www.bis.doc.gov/complianceandenforcement/ListsToCheck.htm (or successor sites thereto). Users residing in countries on the United States Office of Foreign Assets Control sanction list, including Cuba, Iran, North Korea, Sudan and Syria, may not post or access Content available through the UofL CIML portal.
5. UofL CIML PRIVACY STATEMENT
Institution does not sell or rent your personal information to third parties for their marketing purposes. We use your information as needed to support the UofL CIML portal and its associated services, including notice as outlined in these Terms, and to ensure compliance with applicable UofL CIML and Institution policies & procedures. If you object in any way to these practices, please do not use the UofL CIML portal.
You understand that the technical processing and transmission of UofL CIML
portal services, including your submitted Software, may involve (a)
transmissions over various networks; and (b) changes to conform and adapt to
technical requirements of connecting networks, devices or services.
6.1 Institution’s Rights
You understand that any content presented to you (which does not include Software submitted by you or others) through the UofL CIML portal, along with any necessary software used in connection with operating the portal ("Institution Content"), may contain proprietary and confidential information that are protected by intellectual property and other laws and treaties. In addition, you acknowledge that the trademarks, service marks and logos of Institution contained therein ("Marks"), are owned by or licensed to UofL and/or ULRF subject to trademark and other intellectual property rights under United States and foreign laws and international conventions.
Institution Content accessible via the portal which includes any software used in connection with operating the portal are provided to you "AS IS" for your personal information and use and, except as expressly authorized by Institution or by respective third party rights holders in a separate written agreement, you agree not to otherwise use, copy, modify, rent, lease, loan, sell, distribute, transmit, broadcast, create derivative works of, or exploit the Institution Content which includes any necessary software used in connection with operating the UofL CIML portal, in whole or in part. You also agree not to remove, obscure, or alter Institution's or any third party's copyright, trademark, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the portal.
You also agree not to circumvent, disable or otherwise interfere with security related features of the portal or features that prevent or restrict use or copying of any Software or other materials or enforce limitations on use of the portal.
6.2 Your License Grant of Rights
By submitting, posting or displaying Software on or through the UofL CIML portal, you grant Institution a worldwide, non-exclusive, irrevocable, perpetual, fully sublicensable, royalty-free license to use, reproduce, adapt, modify, translate, create derivative works from, publish, perform, display, and distribute such Software (in whole or part) on the UofL CIML portal, incorporate Software in other works, in any form, media, or technology developed by Institution and to sublicense these rights to others who access the UofL CIML portal.
7. ALLEGATIONS OF COPYRIGHT, PATENT OR TRADEMARK INFRINGEMENT
You may not post, modify, distribute or reproduce in any way any copyrighted or patented materials, trademarks or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights.
Please note that you will be liable for damages (including costs and attorneys' fees) if you make any material misrepresentations when making or countering a copyright or patent infringement claim.
If you believe that your work has been copied and is accessible on the UofL CIML portal in a way that constitutes copyright or patent infringement, send a written notification to cimlvin@louisville.edu.
You agree not to sell, resell or offer for any commercial purposes, any portion of, use of, or access to, services on the UofL CIML portal, except those that are specifically endorsed or approved by Institution. You shall not: (a) make any unauthorized use of the UofL CIML portal, including collecting user logon ids and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email; and (b) engage in unauthorized framing of or linking to the portal. To obtain permission to frame or link to the portal, send your request to cimlvin@louisville.edu.
9. GENERAL PRACTICES REGARDING USE AND STORAGE
You agree that Institution has no responsibility or liability for the deletion or failure to store any Software or other information maintained or transmitted on the UofL CIML portal. While Institution will use reasonable efforts to back up site data and make such data available in the event of loss or deletion, Institution has no responsibility or liability for the deletion or failure to store any information or Software maintained, accessed or transmitted on the UofL CIML portal.
Institution reserves the right to set upper limits on the number of uploads or Software you may send or receive through the UofL CIML portal, or the amount of storage space you use. Institution reserves the right to mark as "inactive" and archive accounts that are inactive for extended periods of time.
10. LINKS TO THIRD PARTY WEB SITES
Links to third party web sites on the UofL CIML portal are provided solely as a convenience to the user. When a user uses these links, the user leaves the UofL CIML portal. Institution has not reviewed all of these third party sites, does not control, and is not responsible for, any of these sites, their content or privacy practices. Institution does not endorse or make any representations about the third party sites, or any information, services, or products found on the sites. If a user decides to access any of the linked sites, the user accesses such sites at user's own risk.
YOU AGREE TO INDEMNIFY, HOLD HARMLESS, AND DEFEND INSTITUTION, GMU AND NSF AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS (COLLECTIVELY, "INSTITUTION INDEMNIFIED PARTIES") FROM ANY AND ALL THIRD PARTY CLAIMS, CAUSES OF ACTIONS, PROCEEDINGS, LIABILITIES, DAMAGES, OR OTHER DEMANDS ("CLAIMS") (INCLUDING BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES, ACCOUNTING EXPENSES, AND LEGAL COSTS), ARISING FROM OR RELATED TO (A) YOUR (OR ANY USER'S OF YOUR ACCOUNT) ACCESS TO OR USE OF CIML PORTAL AND ASSOCIATED SERVICES, INCLUDING, WITHOUT LIMITATION, YOUR OR OTHERS' ACCESS OF SOFTWARE OR OTHER CONTENT AVAILABLE BY MEANS OF THE PORTAL OR THIRD-PARTY WEB SITES, (B) YOUR VIOLATION OF THESE TERMS OR BREACH OF THESE TERMS , INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT; OR (C) YOUR SUPPLIED SOFTWARE, INFORMATION OR ANY OTHER PRODUCTS, POSTINGS, OFFERINGS, DATA OR MATERIALS, INCLUDING, WITHOUT LIMITATION, YOUR WARRANTY/CERTIFICATION THAT YOU HAD THE APPROPRIATE RIGHTS TO POST SUCH SOFTWARE ON THIS PORTAL AND TO MAKE IT AVAILABLE VIA THE PORTAL TO OTHERS. THE INSTITUTION INDEMNIFIED PARTIES WILL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO PARTICIPATE THROUGH COUNSEL OF THEIR CHOICE OF ANY DEFENSE BY YOU OF ANY CLAIM AS TO WHICH YOU ARE REQUIRED TO DEFEND, INDEMNIFY OR HOLD HARMLESS THE INSTITUTION INDEMNIFIED PARTIES ("INDEMNIFIED CLAIM'). YOU MAY NOT SETTLE ANY INDEMNIFIED CLAIM WITHOUT THE PRIOR WRITTEN CONSENT OF THE CONCERNED INSTITUTION INDEMNIFIED PARTIES.
12. LIMITATION OF LIABILITY/DISCLAIMER OF WARRANTIES
12.1 Disclaimer of Warranties
While Institution will review materials prior to making the Software submitted available for access or download via the UofL CIML portal, Institution cannot warrant or certify that the materials will be accurate, will meet your needs, be error or bug free, will not be harmful or will not infringe on the intellectual property rights of others. By operating the portal, Institution does not represent or imply that Institution, George Mason University nor NSF endorse any Software or other content or items available on or linked to from the portal, including without limitation content hosted on third party web sites.
Neither Institution, GMU, nor NSF can guarantee nor promise any specific results from use of the UofL CIML portal. No advice or information, whether oral or written, obtained by you from Institution or the portal shall create any warranty not expressly stated herein.
ALL PRODUCTS, SERVICES, INFORMATION, CONTENT OR ANY OTHER MATERIALS OR ITEMS PROVIDED THROUGH THE UOFL CIML PORTAL ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, INCLUDING BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCTS, SERVICES OR INFORMATION ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEB SITE OR ANY HYPERLINKED WEB SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF CONTENT, PRODUCTS, SERVICES OR INFORMATION. AS WITH THE PURCHASE OF A PRODUCT, SERVICE OR INFORMATION THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
COMPANY DOES NOT WARRANT THAT THE UOFL CIML PORTAL SERVICES WILL BE TIMELY, UNINTERRUPTED, OR SECURE. SCHEDULED AND PREVENTIVE MAINTENANCE AS WELL AS REQUIRED AND EMERGENCY MAINTENANCE WORK MAY TEMPORARILY INTERRUPT SERVICES OR ACCESS TO THE WEB SITE. SOURCEFORGE.NET DOES NOT ASSUME RESPONSIBILITY FOR DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
YOU AGREE THAT YOUR USE OF THE WEB SITE AND SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AND EACH OF ITS ADVERTISERS, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH THE WEB SITE, YOUR USE THEREOF, THE ACCURACY OR COMPLETENESS OF THE WEB SITE'S CONTENT, THE CONTENT OF ANY WEB SITE LINKED TO THIS WEB SITE OR THE SERVICES, PRODUCTS, INFORMATION OR ANY OTHER ITEMS OR MATERIALS OFFERED AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEB SITE OR SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEB SITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEB SITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEB SITE.
COMPANY RESERVES THE RIGHT TO CHANGE ITS WARRANTY POLICY SET FORTH HEREIN, AT ANY TIME, WITHOUT NOTICE AND WITHOUT LIABILITY TO YOU OR ANY OTHER PERSON.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER INSTITUTION, GMU NOR NSF WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM: (A) RELIANCE ON THE WEB SITE MATERIALS, (B) LOSS OF USE, DATA, PROFITS, GOODWILL AND/OR OTHER INTANGIBLE LOSSES (INCLUDING WITHOUT LIMITATION THE INABILITY TO USE THE UOFL CIML PORTAL SERVICES, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING THE UOFL CIML PORTAL), OR (C) DELAYS OR BUSINESS INTERRUPTIONS ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PORTAL), WHETHER BASED ON BREACH OF CONTRACT, WARRANTY BREACH, TORT, OR OTHERWISE, ARISING FROM YOUR USE OF THE PORTAL OR SERVICES PROVIDED FROM THE PORTAL EVEN IF INSTITUTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, INSTITUTION'S LIABILITY AND THE LIABILITY OF EACH OF ITS OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, ADVERTISERS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND OTHER CONTRACTORS TO YOU OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO A MAXIMUM AMOUNT OF THE FEES PAID BY YOU FOR THE SERVICES DURING THE MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE DAMAGES OR $10, HICHEVER IS LESS.
12.3 Exclusions and Limitations
SOME STATES OR JURSIDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
13. RELATIONSHIP OF THE PARTIES
Nothing herein shall be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between Institution and you. Nor do these Terms extend rights to any third party. You agree that there are no third party beneficiaries to the Terms.
These Terms shall remain in full force and effect while you use the UofL CIML portal. You may terminate your use or participation at any time, for any reason, by emailing your request to cimlvin@louisville.edu for removing your files posted earlier and registration data from our servers. Such termination will be acknowledged. Institution may terminate your use or participation at any time for violation of these Terms or any laws or to protect the integrity of the UofL CIML portal, the networks or services we use. Institution reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any UofL CIML portal or associated services. Institution shall not be liable to any user or other third party for any such modification, suspension or discontinuance. Even after your use or participation is terminated, the applicable material terms of these Terms will remain in effect.
15. GENERAL PROVISIONS
You agree that Institution may provide you with notices, including those regarding changes to the Terms, by email.
15.2. Disputes, Choice of Law and Forum
All disputes arising out of or relating to these Terms (including its formation, performance or alleged breach) including your access to or use of the UofL CIML portal including without limitation your or others' downloading or use of Software available by means of the portal will initially attempt to be resolved by nonbinding mediation/alternative dispute resolution. Notwithstanding the foregoing, Institution will have the right to seek injunctive relief to enforce these Terms or to stop or prevent an infringement of proprietary or other third party rights.
In the event of litigation to compel resolution of the dispute or to obtain an injunction, Institution and you irrevocably consent and submit to the exclusive personal jurisdiction and venue of Franklin Circuit Court located in Franklin County, Kentucky. The Terms and the relationship between you and Institution shall be governed by the laws of the Commonwealth of Kentucky without regard to its conflict of law provisions.
15.3. Waiver and Severability of Terms
The failure of Institution to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
15.4. Time Limit for Filing of Claims
Any claim or cause of action arising out of or related to these Terms or the use of the UofL CIML portal must be filed within one (1) year after such claim or cause of action arose or be forever barred.
In our sole discretion, Institution may assign these Terms by providing notice in accordance with the notice Section.
The Terms constitute the entire agreement between you and ULRF with respect to the subject matter hereof and govern your use of the UofL CIML portal, superceding any prior understandings and agreements between you and ULRF related to the subject matter hereof for the use of the UofL CIML portal. You understand that the section headings in the Terms are for convenience only and are not intended to have legal or contractual effect.
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