This is a license agreement ("Agreement") between your company, academic institution, non-profit organization or yourself (called "Licensee" or "you" in this Agreement) and Carnegie Mellon University (called "Licensor" in this Agreement). All rights not specifically granted to you in this Agreement are reserved to Licensor.
Please read this Agreement carefully. By downloading the WALT: Watch and Learn Time-lapse Database (“Database”), you accept and agree to the terms of this Agreement. If you do not accept and agree to the terms of this Agreement, you may not download the Database.
GRANT OF LICENSE: Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Database, without the right to sublicense, pursuant to the terms of this Agreement. The term "Database" means all or any portion of the data contained within the WALT: Watch and Learn Time-lapse Database made accessible to Licensee by Licensor pursuant to this Agreement, inclusive of backups permitted hereunder.
PROPRIETARY; COPYRIGHT: The Database is proprietary to Licensor, and as such, Licensee agrees to use the Database only in accordance with the terms of this Agreement. The Database is owned by Licensor and is protected by United States copyright laws and applicable international treaties and/or conventions.
PERMITTED USES: The Database may be used only for your own internal purposes to train algorithms and/or produce model files derived from the Database; however, the model files produced by you and derived from the Database may be used by you to develop your commercial products and/or services.
USES NOT PERMITTED: You may not modify or copy (except as permitted under the "Backups" section below) the Database. You have not been granted any trademark license as part of this Agreement and may not use the name or mark “WALT: Watch and Learn Time-lapse Database”, “WALT Database”, “Carnegie Mellon”, or any renditions thereof without the prior written permission of Licensor. You may not sell, rent, lease, sublicense, lend, time-share or transfer, in whole or in part, or provide third parties access to the Database. You may not incorporate any portion of the Database into a commercial product or use it for a commercial service. You may not use the Database to identify or establish patterns and/or habits of any person, vehicle or other entity that may be associated with an individual’s personally-identifiable information. You may not use the Database for any purposes other than for your own internal purposes to train algorithms and/or produce model files derived from the Database.
BACKUPS: If Licensee is an organization, it may make that number of copies of the Database necessary for internal use at a single site within its organization provided that all information appearing in or on the original labels, including the copyright and trademark notices are copied onto the labels of the copies.
TERM: The Agreement automatically terminates without notice if you fail to comply with any term of this Agreement. Licensee may terminate this Agreement by ceasing use of the Database. Upon any termination of this Agreement, Licensee must destroy any and all copies of the Database. You agree that all provisions which operate to protect the proprietary rights of Licensor shall remain in force and, as such, survive the term of the Agreement.
DISCLAIMER OF WARRANTIES: THE DATABASE IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND. EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR OF NON-INFRINGEMENT. LICENSEE BEARS ALL RISK RELATING TO QUALITY AND PERFORMANCE OF THE DATABASE.
EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR ASUMES NO RESPONSIBILITY FOR ANY DAMAGES OR OTHER LIABILITY WHATSOEVER (INCLUDING ANY LIABILITY FOR DIRECT, INDIRECT, SPECIAL, INDICENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS) RELATED TO LICENSEE’S USE OF AND/OR INABILITY TO USE THE DATABASE, EVEN IF LICENSOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXPORT CONTROL LAWS AND REGULATIONS: You agree to comply with any and all applicable U.S. export control laws, restrictions, regulations, and/or other laws related to embargoes and sanction programs administered by the Office of Foreign Assets Control. Without limiting the generality of the foregoing, you agree that the Database will not be shipped, transferred or exported into any country or used in a manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.
ASSIGNMENT: You may not assign this Agreement or your rights hereunder without the prior written consent of Licensor. Any attempted assignment without such consent shall be null and void.
SEVERABILITY: If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
NO IMPLIED WAIVERS: No failure or delay by Licensor in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by Licensor.
GOVERNING LAW: This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without reference to conflict of laws principles. Licensee hereby consents to the personal jurisdiction of the courts located in Allegheny County, Pennsylvania for any claim or controversy arising out of or relating to this Agreement and/or the Database, and waive sits rights to venue outside of this county.
ENTIRE AGREEMENT: This Agreement constitutes the sole and entire agreement between Licensee and Licensor as to the matters set forth herein and supersedes any previous agreements, understandings and/or arrangements, whether written or oral, between the parties relating thereto.