MISSISSIPPI STATE UNIVERSITY NON-COMMERCIAL/COMMERCIAL END USER LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY BEFORE USING THE UV SANITATION TOOLBOX (THE “INVENTION”).

THE INVENTION AND OTHER INFORMATION PROVIDED HEREWITH ARE COPYRIGHTED AND/OR THE SUBJECT OF PENDING PATENT APPLICATIONS. BY USING THIS METHOD OR 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 PRIOR TO USING THE INVENTION.

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-transferrable, non-exclusive, non-royalty bearing license for the duration of the COVID-19 pandemic and a short time afterward. Your licensed rights to the INVENTION are limited to the following:
   
   1. This License Agreement does not convey to you an interest in or to the INVENTION, but only a limited right of use revocable in accordance with the terms of this Agreement.
   2. You may install and permit access to the INVENTION. You are allowed to rent, lease, or sell the INVENTION. Any proprietary notices or label appearing on the INVENTION cannot be removed.
   3. You acknowledge and agree that the INVENTION is proprietary to MSU, and is protected under U.S. copyright law, international copyright treaties, and/or U.S. patent law and the patent laws of other jurisdictions. You further acknowledge and agree that all right, title, and interest in and to the INVENTION, including all intellectual property rights, are and shall remain with MSU.
   4. 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.
   5. Your right to use the INVENTION is restricted to using the INVENTION for its intended purpose according to the INVENTION’s directions and/or user guides. You are responsible for reading—and closely following—the INVENTION’s directions and/or user guides.
   6. Any INVENTION rights that have been transferred, sublicensed, or leased must be reported to MSU, including the company name and contact.
   7. MSU 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
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 INVENTION 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 INVENTION by you and/or any of your directors, officers, employees, representatives, agents or contractors.
4. LIMITATION OF LIABILITY:
   
   1. You acknowledge that each of MSU’s obligations and liabilities with respect to the INVENTION are defined in this Agreement. You are responsible for the consequences of any use of any of the INVENTION (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.
   2. 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 , MSU may, at its option and at its own expense (i) obtain for you the right to continue using the INVENTION, (ii) modify or replace the INVENTION 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 INVENTION. 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 INVENTION supplied or offered to be supplied pursuant to this Section 4(b) or to otherwise cease using the INVENTION. 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 INVENTION subject to any such claim.
   3. 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 INVENTION.
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 INVENTION 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 INVENTION, 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.
   
   BY USING THE INVENTION, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS LICENSE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.
8. MODIFICATIONS TO INVENTION: MSU reserves the right to modify, suspend or discontinue, temporarily or permanently, the INVENTION or any service to which it connects, with or without notice and without liability to you.