Service Agreement for SIMAP® Data Review
This End-User Service Agreement (this “Agreement”) is a legal agreement between you (as a representative of a single entity) (“Organization”) and the University of New Hampshire, a constituent institution of the University System of New Hampshire and a nonprofit educational and research institution organized under the laws of New Hampshire with offices at 30 Academic Way, Durham, NH 03824 (“UNH”) with regard to its SIMAP® program (the “Program”), to request a data review by UNH Sustainability Institute staff. This Agreement covers your use of the Work Product (as defined below) that accompanies this EUA, as well as other related components.
Terms and conditions as set forth in any purchase order, agreement, or contract which differ from, conflict with, or are not included in this Agreement shall not become part of this Agreement unless specifically accepted by UNH in writing.
This Agreement is a legally-binding contract between UNH and Organization. YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY CLICKING “I ACCEPT” IN THE PAYMENT INTERFACE WHEN PURCHASING A DATA REVIEW. IF YOU DO NOT AGREE, DO NOT CLICK “I ACCEPT.”
Effective immediately by clicking “I ACCEPT”, UNH and Organization agree as follows:
1. Services
Services Provided by UNH. UNH will provide the following services to Organization in accordance with the terms and conditions of this Agreement, as described HERE (the “Services”), as well as a final Data Review Report, namely the joint review meeting based upon the Data Review Template and content provided therein by the Organization (“Work Product”).
Services Provided by Organization. Organization will provide the following Materials in order for UNH to perform the Services: Data Review Assessment, an output of the process as described at: SIMAP Data Review Report Template (the “Materials”).
2. Consideration
As consideration for the Services by UNH, Organization will pay the specified price for the service purchased (Data Review: First Request is $300 [three hundred dollars], and the Data Review: Second+ Request is $150 [one hundred and fifty dollars]) (the “Price”) for the Services and Work Product. Deliverables will not be rendered without verification of successful payment.
3. Cancellation
The Services are nonrefundable once the fully executed Agreement and payment are received by UNH. In the event that the Organization fails to provide necessary Materials for successful completion of the Services within 30 days after payment, UNH may terminate this Agreement and no refund will be provided to Organization. No refund will be provided to Organization in the event that UNH pauses Services or withholds Work Product after the termination or expiration of Organization’s SIMAP® User Agreement, as provided in Section 4 below.
4. Intellectual Property Rights
All intellectual property rights in SIMAP® are owned by the University of New Hampshire and are protected by law, including but not limited to confidential information, copyright, and trademark law, as well as other applicable laws and international treaty provisions. Organization will not remove any product identification, copyright notices, or any other proprietary restrictions from the Program, whether in physical or digital forms. Data provided by the Organization remains the property of Organization, as outlined in the SIMAP® User Agreement.
UNH and Organization intend this Agreement to be a contract for services and each considers the Work Product rendered by UNH hereunder to be a work made for hire. UNH acknowledges that the Work Product belongs to the Organization. Organization hereby grants to UNH a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use the Work Product as part of research or promotional activities in association with SIMAP® and as permitted under the SIMAP® User Agreement. UNH agrees that any and all such use of data or analysis within the Work Product will not identify the Organization.
Organization and its employees and agents will not use UNH’s name, any adaptation thereof, any UNH seal, logotype, trademark, or service mark, or the name, mark, or logotype of any UNH administrator, trustee, officer, faculty, employee, student, agent, representative, or organization in any way without the prior written consent of UNH.
Separate from and beyond the scope of this Agreement, Organization must have a currently effective, validly executed SIMAP® User Agreement in order to receive the Services and Work Product under this Agreement. Organization acknowledges that this Agreement may only be validly executed after the SIMAP® User Agreement is fully executed and in effect. Should Organization’s SIMAP® User Agreement terminate or expire prior to the termination or expiration of this Agreement, UNH may in its sole discretion pause Services and/or withhold the Work Product until Organization’s SIMAP® User Agreement is reinstated or renewed, as applicable.
5. Limitation of Liability
Subject to Organization’s obligation to pay the Price to UNH, each party’s liability in contract, tort or otherwise (including negligence) arising out of or in connection with this Agreement or the Services is limited in aggregate to the Price.
6. Relationship of the Parties
The parties’ relationship is that of independent contractors, and nothing in this Agreement will be deemed to establish a relationship of principal and agent between UNH and Organization, or between or among any of either party’s agents or employees for any purpose whatsoever. This Agreement will not be construed as creating a joint venture, partnership, or any other form of legal association or arrangement which would impose liability upon one party for the act or failure to act of the other party.
7. Confidentiality
“Confidential Information” of a party to this Agreement means and includes all business information, know-how, procedures, methods, techniques, data, processes, studies, and other proprietary information, whether or not patentable or copyrightable, that such party identifies as confidential or proprietary at the time it is delivered or communicated to the other party. Organization acknowledges and agrees that the Program is UNH Confidential Information.
Each party will maintain in confidence and not disclose to any third party any Confidential Information of the other party for the term of this Agreement and for five (5) years thereafter. Each party will use Confidential Information of the other party only for purposes of fulfilling its obligations under this Agreement. Each party will ensure that its employees have access to Confidential Information of the other party only on a need-to-know basis and that its employees are obligated to abide by such party’s obligations under this Agreement. The foregoing obligation will not apply to:
- information that is known to the receiving party prior to the time of disclosure hereunder, or is independently developed by or for the receiving party, in each case to the extent evidenced by written records;
- information disclosed to the receiving party, without restriction, by a third party that has a right to make such disclosure;
- information that was or becomes patented, published, or otherwise part of the public domain as a result of acts by the disclosing party or a third person who developed or obtained such information as a matter of right; and
- information which the disclosing party permits in writing to be disclosed.
If a receiving party is required to disclose any of its disclosing party’s Confidential Information by order of a governmental authority or a court of competent jurisdiction, the foregoing obligations of this Section 7 will not apply, provided that the receiving party (i) timely informs its disclosing party of such order, (ii) reasonably cooperates with any reasonable action the disclosing party takes to obtain confidential treatment of the disclosing party’s Confidential Information by the authority or court, and (iii) limits its disclosure of the disclosing party’s Confidential Information to the extent practicable.
In recognition of the academic and research mission of UNH, Organization agrees that nothing herein will prevent UNH from disclosing, publishing, or licensing to third parties UNH information, or create any legal liability for doing so, irrespective of whether such information comprises UNH Confidential Information, provided that this Section 7 will not be construed to permit publication of any of the terms and conditions of this Agreement, or any agreement contemplated hereby, or any Organization Confidential Information.
8. Disclaimer of Warranties
THE SERVICES, PROGRAM, MATERIALS, AND WORK PRODUCT ARE PROVIDED ON AN “AS IS” BASIS. UNH MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF THE SERVICES, PROGRAM, MATERIALS, OR WORK PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
9. Term and Termination
This Agreement is effective as of the Effective Date and will automatically expire one (1) year from the Effective Date. This Agreement may be terminated prior to its expiration by either party for any reason upon thirty (30) days’ written notice to the other party. Sections 4-10 will survive any termination or expiration of this Agreement.
10. Miscellaneous
The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights.
If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity nor enforceability of the remainder of this Agreement will be affected.
Neither Party may assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. Any purported assignment of this Agreement or the rights hereunder or delegation of the duties hereunder that does not comply with this Section 10 is null and void.
This Agreement embodies the entire agreement and understanding among the parties hereto and supersedes all prior agreements and understandings relating to the subject matter. This Agreement may not be changed, modified, or extended except by written amendment executed by an authorized representative of each party.
Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute.
This Agreement shall be governed by the laws of the state of New Hampshire, without giving effect to its provisions regarding conflicts of laws.
This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will be deemed the same agreement. This Agreement will become binding when each party has executed at least one counterpart. Transmission by facsimile, email, or other form of electronic transmission of an executed counterpart of this Agreement will be deemed to constitute due and sufficient delivery of such counterpart. Headings included herein are for convenience only and will not be used to construe this Agreement.