MISSISSIPPI STATE UNIVERSITY MAVS NON-COMMERCIAL END USER LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY BEFORE DOWNLOADING THE MAVS APPLICATION (THE “APPLICATION”).

THE APPLICATION AND OTHER INFORMATION PROVIDED HEREWITH ARE COPYRIGHTED. BY DOWNLOADING ANY FILE PROVIDED TO YOUR DEVICE, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MUST DECLINE ACCESS TO SUCH MATERIALS PRIOR TO DOWNLOADING OR COPYING THE APPLICATION TO YOUR DEVICE.

1. GRANT OF LICENSE: Subject to the provisions of this Agreement and to payment of all applicable fees, Mississippi State University (“MSU”) grants you a non-commercial, non-exclusive, non-transferable license to the Application. Your licensed rights to the Application are limited to the following:

(a) This License Agreement does not convey to you an interest in or to the Application, but only a limited right of use revocable in accordance with the terms of this Agreement.

(b) You may install and permit access to the Application on your device. You shall not rent, lease, sell, sublicense, assign, or otherwise transfer any of the Application or derivatives, or remove any proprietary notice or label appearing on the Application. See section 1.g for commercial use.

(c) You may not reproduce, resell, reconvey, or grant others permission to reprint the Application or any of its files.

(d) You acknowledge and agree that the Application is proprietary to MSU, and is protected under U.S. copyright law and international copyright treaties. You further acknowledge and agree that all right, title, and interest in and to the Application, including all intellectual property rights, are and shall remain with MSU. (e) You shall provide MSU or any designee of MSU with all information necessary to assure compliance with the terms of this Agreement. In the event you are not in compliance with the terms of this Agreement through the actions of unrelated third parties, you shall use your best efforts to cooperate with MSU and any of its designees to assure compliance.

(f) Your right to use the Application is restricted to using the Application for its intended purpose according to the Application’s directions and/or user guides. You are responsible for reading—and closely following—the Application’s directions and/or user guides.

(g) Commercial use: MAVS is available for licensing. For more information contact:

Office of Technology Management

P.O. Box 5282

Mississippi State University, MS 39762

Phone: 662-325-9263

Fax: 662-325-0667

URL: www.otm.msstate.edu

Email: otm@msstate.edu or jonathan.rudd@msstate.edu

2. LIMITED WARRANTY: MSU MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED, TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF INTELLECTUAL PROPERTY CLAIMS, ISSUED OR PENDING, OR FOR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER DISCOVERABLE OR NOT DISCOVERABLE. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY MSU THAT THE PRACTICE BY YOU OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE INTELLECTUAL PROPERTY OF THIRD PARTIES. IN NO EVENT SHALL THE MISSISSIPPI BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING, MSU, THE TRUSTEES, OR ANY OFFICERS, AGENTS OR EMPLOYEES THEREOF BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOSS OF PROFITS, REGARDLESS OF WHETHER MSU SHALL BE ADVISED OF, SHALL OTHERWISE HAVE REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY THEREOF.

3. INDEMNIFICATION: MSU, the State of Mississippi, the Board of Trustees of Institutions of Higher Learning, the trustees of the Board of Trustees of Institutions of Higher Learning, and each and all of their officers, employees and affiliates, both in their official and personal capacities (“Indemnitees”), shall have no liability for, and you shall defend, indemnify and hold each of the Indemnitees harmless from and against, any claim, loss, demand, liability, obligation and expenses (including reasonable attorneys' fees) based upon or arising out of any injury or damage, or any Application liability or publisher liability claim, including but not limited to, any personal or bodily injury or property damage, arising out of, pertaining to, or resulting in any way from, the use or possession of any of the Application by you and/or any of your directors, officers, employees, representatives, agents or contractors.

4. LIMITATION OF LIABILITY:

a) You acknowledge that each of MSU’s obligations and liabilities with respect to the Application are defined in this Agreement. You are responsible for the consequences of any use of any of the Application (whether or not such use was consistent with the license granted hereunder). Neither MSU nor the State of Mississippi, the Board of Trustees of Institutions of Higher Learning, the trustees of the Board of Trustees of Institutions of Higher Learning, and each and all of their officers, employees and affiliates, both in their official and personal capacities shall be liable, whether under contract, tort (including negligence) or otherwise, for any indirect, special, punitive, incidental or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, that may be suffered by you or any of your directors, officers, employees, agents, representatives or contractors or any third party.

b) If at any time an allegation of infringement of any rights of any third party is made, or in MSU’s opinion is likely to be made, with respect to any Application, MSU may, at its option and at its own expense (i) obtain for you the right to continue using the Application, (ii) modify or replace the Application or any portion so as to avoid any such claim of infringement, or (iii) refund to you the License Fee in return for you ceasing to use the Application. MSU shall have no liability to you if any claim of infringement would have been avoided except for your refusal to use any modified or replacement Application supplied or offered to be supplied pursuant to this Section 4(b) or to otherwise cease using the Application. Notwithstanding anything contained in this Agreement, and except as set forth in Section 4(b), MSU’s liability to you for damages pursuant to this Section 4(b), if any, shall not exceed the amount of the License Fee paid by you for the Application subject to any such claim.

c) Section 4(b) states the entire liability of MSU with respect to the infringement or alleged infringement of any third party rights of any kind whatsoever by any Application.

5. TERMINATION: This Agreement may be terminated immediately by MSU upon breach of any provision of this Agreement by you. Additionally, MSU may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. Upon any termination of this Agreement, you shall immediately discontinue use of the Application and remove it from your device. Sections 2, 3, 4, 6, 7 and 8 shall survive the termination of this Agreement.

6. GOVERNING LAW: This Agreement shall be governed by the laws of the State of Mississippi without reference to its conflict of laws and you further consent to jurisdiction by the state and federal courts sitting in the State of Mississippi.

7. MISCELLANEOUS: This Agreement constitutes the complete and exclusive agreement between MSU and you with respect to the Application, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated into this Agreement. This Agreement may not be modified except in writing duly signed by an authorized representative of MSU and you. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances, or (ii) of the remaining provisions under all circumstances. Headings shall not be considered in interpreting the Agreement.

8. EXPORT: You may not load, export, or re-export any Application or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. BY ACCESSING THE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS LICENSE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.

9. MODIFICATIONS TO APPLICATION: MSU reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you.