MISSISSIPPI STATE UNIVERSITY NON-COMMERCIAL/COMMERCIAL END USER LICENSE AGREEMENT
- 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
- 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:
- 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.
- 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.
- 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.
- 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
- 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.
- Any INVENTION rights that have been transferred, sublicensed, or leased must be reported to MSU, including the
company name and contact.
- MSU contact:
Office of Technology Management
P.O. Box 5282
Mississippi State University, MS 39762
- 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.
- 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
- LIMITATION OF LIABILITY:
- 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.
- 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.
- 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.
- 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
- 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
- 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.
- 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.