Limited Use License Agreement
Before accessing the Materials (as defined below), you must agree to all of the terms and conditions set forth in this Limited Use License Agreement (this “Agreement”) between you and THE SDT Group, LLC and its AFFILIATES AND assigns (the “ORGANIZATION”). This Agreement governs your use of the materials and the relationship between you and the ORGANIZATION. Click “I Agree” checkbox only if you have read and understand this Agreement and agree to be bound by this Agreement. If this Agreement is not acceptable to you, do not click the “I Agree” checkbox, but in such an event, you will not be provided with access to the materials.
This Agreement is entered into between you (the “User”) and the Organization and sets forth your rights and obligations with respect to the use of the theories, metrics, measurements, scales, publications and other tools and information regarding self-determination theory (SDT) and related psychological concepts and constructs (the “Materials”) accessible on this website located at www.selfdeterminationtheory.org, as well as any reprinting, “mirroring”, or other publishing of the Materials on other affiliated or authorized websites (collectively, the “Website”). You and the Organization may hereinafter be referred to individually as a “Party” and collectively as the “Parties.”
1. License. During the term of this Agreement, the Organization hereby grants to User, a non-exclusive, non-transferable, limited use license to use the Materials solely for non-for-profit research purposes. User covenants and agrees that User shall not: (i) use the Materials or any portion of the Materials, directly or indirectly, for any commercial or for-profit purposes unless explicitly authorized in writing by the Organization; (ii) make available or distribute all or any portion of the Materials to any third party; (iii) materially publish or disclose any portion of the Materials in any articles, websites, reviews or other research publications for which the User utilized the Materials; provided that the User may reference only the name and brief description of the applicable metric(s) or scale(s) utilized by the User in such article, review or other not-for-profit research publication; or (iv) sublicense, assign, rent, lease, sell or otherwise transfer the Materials or any part or copies thereof in any form to any third party, (v) publish the Materials online in any form, without the prior written consent of the Organization. Any unauthorized use of the Materials by User or any third party shall be a breach of this Agreement and grounds for immediate termination of this Agreement in accordance with its terms and without notification. All of the User’s rights to use the Materials are expressly stated herein and are subject to the further restrictions set forth herein; there are no implied rights, and the Organization reserves all rights not expressly granted to User.
2. Use of Website. User shall use the Website solely for non-commercial purposes and in accordance with the terms and conditions of this Agreement. User covenants and agrees that User shall not solicit or advertise on the Website’s forums or comments section on behalf of itself or any third party nor shall the User use obscene, offensive or inappropriate language or images on the Website’s forums, discussion boards and comment sections. User also agrees to abide by the terms and guidelines posted on the Website with respect to participation in the Website’s forums, discussion boards and comment sections, which may be modified and changed from time to time in the Organization’s sole discretion.
Registration and Compliance. User agrees to and affirms that User will supply the Organization with all requested registration information, accurately and completely, and will not misrepresent their identity or their corporate or institutional affiliations. Specifically, User must report any commercial affiliation which may result, either directly or indirectly, in the Materials being used for a commercial or for-profit purpose. Any misrepresentation, as determined in the Organization’s sole discretion, shall be deemed a breach of this Agreement and grounds for immediate termination of this Agreement in accordance with its terms and without notification. Upon the Organization reasonable request, User agrees to promptly report, in writing, the current or intended future use of the Materials in order for the Organization to verify the User’s compliance with this Agreement.
4. Term and Termination. This Agreement shall commence and become effective and binding upon User’s acceptance of all the terms and conditions of this Agreement, which acceptance shall be demonstrated by User clicking on the “I AGREE” checkbox, and shall continue until terminated by the Organization in accordance with the provisions of this Agreement. The Organization may immediately terminate this Agreement upon the occurrence of a breach of any term or condition of this Agreement without the necessity of providing User with notice or an opportunity to cure. The Organization’s termination of this Agreement upon a breach of any term or condition by User shall be in addition to, and not a waiver of, any remedy or right available to the Organization arising from the User’s breach of this Agreement. Upon termination of this Agreement, all licenses granted hereunder shall terminate and be revoked and User shall immediately cease using the Materials and the Website. Further, User shall, immediately upon such termination, destroy all copies of the Materials in the User’s possession, and shall delete and write over all copies of the Materials on all systems and media in User’s control or custody.
Disclaimer of Warranties. The Materials and all other information, content and services available on the Website are provided “AS IS.” The Organization and its affiliates make no warranties, express of implied, with respect to the operation of the Website, the Materials or the information, content and services available on the Website pursuant to this Agreement. To the fullest extent permissible under applicable law, the Organization and its affiliates disclaim all warranties, express of implied, included, but not limited to, any warranties of fitness for a particular purpose, title and non-infringement, or any implied warranties arising by statute or otherwise in law, or from a course of dealing or usage. The Organization and its affiliates do not warrant that use of the Website will be uninterrupted or error free. The downloading of any materials or other information or content from the Website is done at User’s own discretion and risk and User will be solely responsible for any damage to the User’s computer system or loss of data that may result therefrom. The Organization and its affiliates make no warranties with respect to any third-party software or offerings on the Website.
Limitation on Liability. In no event shall the Organization or its affiliates be liable for any direct, indirect, special, incidental, punitive, exemplary or consequential damages, including, without limitation, loss of profits, revenue, goodwill, use, data, anticipated savings or other economic advantage even if advised of the possibility of such damages and notwithstanding the foreseeability thereof. User acknowledges that this limitation of liability is an essential term between the User and the Organization and that the Organization would not provide the Materials or access to the Website to User without this limitation.
Indemnification. User agrees to indemnify, defend and hold harmless the Organization and its employees, officers, agents and affiliates from and against any losses, expenses, liabilities, costs, fees (including reasonable attorneys’ fees) and damages, arising out of or resulting from any claim or action relating to User’s use of the Materials or the Website or any violation by User of any term or condition of this Agreement.
Ownership of Intellectual Property. The Parties acknowledge and agree that the Organization owns all right, title and interest in and to the Materials (and all any and all patent rights, copyrights, rights in mask works, trade secrets, trademarks, trade dress and all other forms of intellectual property protection applicable) and shall at all times remain owned solely and exclusively by the Organization, its successors and assigns. The Parties acknowledge and agree that any updates or modifications to the Materials shall be the sole and exclusive property of the Organization, whether developed by the Organization or any other person. No title to the Material or ownership of the Materials Software or any part thereof is hereby transferred to User. User shall notify the Organization immediately and in writing if User becomes aware of any actual or suspected unauthorized use of the Materials, in whole or in part, by any third party.
Confidentiality. During the term of this Agreement, User may gain access to and/or become exposed to certain trade secrets and other confidential and proprietary information of the Organization, in the form of, without limitation, ideas, data, programs, methods, solutions, strategies techniques, methods, practices, know-how and processes and other tangible and intangible information, including by reason of accessing the Website and the Materials (“Confidential Information”). User agrees to (a) keep all such Confidential Information confidential and undisclosed to any third party, (b) use such information solely in connection with its use of the Materials as expressly licensed under this Agreement, solely for research and other non-commercial purposes and (c) (c) surrender or destroy such Confidential Information, and any copies or embodiments thereof, when requested to do so by the Organization. User’s obligations under this Section 9 shall survive termination of this Agreement.
Equitable Remedies. User acknowledges and agrees that irreparable harm would occur in the event that any of the agreements and provisions of this Agreement were not performed fully by User in accordance with their specific terms or conditions or were otherwise breached, and that money damages may not be an inadequate remedy for a breach of this Agreement because of the difficulty of ascertaining and quantifying the amount of damage that will be suffered by the Organization in the event that this Agreement is not performed in accordance with its terms or conditions or is otherwise breached. It is accordingly hereby agreed that the Organization shall be entitled to seek an injunction (temporary or permanent) or other equitable relief to restrain, enjoin and prevent breaches of this Agreement by User and to enforce specifically such terms and provisions of this Agreement, such remedy being in addition to and not in lieu of, any other rights and remedies to which the Organization is otherwise entitled to at law or in equity. The Parties agree that the covenants set forth in this Agreement are reasonable in all circumstances for the protection of the legitimate interests of the Organization and shall be enforced to the fullest extent permitted by law.
11. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws principles thereof. The Parties agree that any action or claim arising out of or relating to this Agreement or a breach thereof, shall be brought and maintained only in the federal and state courts located in Orange County, Florida and, if applicable, the courts of appeals therefrom. The Parties each consent to the exclusive jurisdiction and venue of such courts and waive any right to object to such jurisdiction or venue and will accept as due and adequate service of process served pursuant to the notice provisions herein.
12. Relationship of the Parties. Nothing in this Agreement shall be construed as creating a partnership, joint venture or any other form of express or implied legal association or relationship between the Parties capable of imposing any liability upon one Party for the act or failure to act of the other Party.
13. No Third Party Beneficiaries. No provision of this Agreement is intended nor shall be interpreted to provide or create any third party beneficiary rights, and all provisions hereof shall be personal solely between the Parties.
14. Waiver, Amendment or Modification. The waiver, amendment or modification of any provision of this Agreement or any right, power or remedy hereunder shall not be effective unless in writing and signed by the Party against whom enforcement of such waiver, amendment or modification is sought. No failure or delay by either party in exercising any right, power or remedy with respect to any of the provisions of this Agreement shall operate as a waiver thereof.
15. No Assignment. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, assigns and legal representatives; provided that in no event shall User assign or otherwise transfer this Agreement (or any of its rights hereunder) or any license granted hereunder or delegate any of its duties hereunder, in whole or in part, without the Orgainzation’s prior written consent (which consent may be withheld in its sole discretion) and any attempt to do so shall be void and of no effect.
16. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision will be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties and, in any event, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.
17. Construction. Unless the context of this Agreement otherwise clearly requires, (i) references in this Agreement to the plural include the singular, the singular the plural, the masculine the feminine, the feminine the masculine and the part the whole and (ii) the word “or” will not be construed as exclusive and the word “including” will not be construed as limiting.