CIS Online Non-Exclusive License Agreement

This License Agreement is between the State of Oregon acting by and through the Oregon State Board of Higher Education on behalf of the Oregon Career Information System, a unit of the University of Oregon (hereafter, "Licensor") and Licensee, a Purchaser of a license for a CIS Software product and authorized to use the Career Information System through a current CIS Software License Agreement.

1.0 Licensor hereby grants Licensee and its Authorized Users a non-exclusive, non-transferable license to access and use Oregon CIS Online, which includes "CIS for Internet," "My CRLE (Career-Related Learning Experiences) Planner," and other materials supporting the adminstration and use of CIS, for their personal, noncommercial, educational purposes subject to the terms of this Agreement.

1.1 "Authorized Users" shall mean Licensee's students or clients and their immediate families and members of Licensee's administrative, instructional, and teaching staffs whether or not they access Oregon CIS Online from school, college or agency premises or from off those premises, subject to 2.3 below.

2.0 Licensee agrees to and shall

2.1 If Licensee requests IP address recognition, then Licensee will provide Licensor with Licensee's unique IP address(es) through which Authorized Users may access Oregon CIS Online at the authorized site.

2.2 Provide Authorized Users the User Name and Password provided by Licensor with instructions that this information is for their use.

2.3 Ensure that Licensee's Authorized Users understand that they shall be solely responsible (except when using Licensee's own facilities in which case the responsibility shall be Licensee's) for obtaining, paying for, and otherwise supporting connection to the Internet.

2.3.1 Accept and convey to its Authorized Users that Licensor shall not in any way be responsible for and makes no representations concerning the ability of Licensee or any Authorized User to successfully obtain or continue Internet access and/or to receive information for these purposes from the Internet.

2.4 Explain to its Authorized Users that even if Licensee issues them a valid password, Licensee cannot and will not allow them access outside the State of Oregon.

2.5 Prohibit its Authorized Users from forwarding on the Internet, posting on Usenet or any intranet or electronic bulletin boards, incorporating in or affording linkage from any website, from selling downloaded information, from decompiling any associated code, from publicly distributing information, displays, instructions, tables, graphs, or statistics obtained from or through accessing Oregon CIS Online and from putting such information and data to any commercial use.

2.6 Shall notify Licensor of any reasonably suspected violation of the prohibitions listed in 2.4 and 2.5 above including the identity of the suspected violator.

2.7 Shall cooperate fully with Licensor in identifying, contacting any suspected violator and in rectifying or ameliorating (at Licensor's expense) any such violation and in deterring other potential violations.

3.0 Oregon CIS Online software is owned by Licensor. All CIS software is protected by U.S. copyright laws and international treaties. Licensee and its Authorized Users must treat the CIS Software like any other copyrighted material. This License Agreement does not transfer title, copyright, or ownership of the CIS Software to the Licensee or any other person. Modification of Oregon CIS Online or copying it or using it for other than the licensed purpose will infringe copyrights.

4.0 The CIS files contain information intended for the personal use of Licensee and lawfully participating students or clients. Their printing of individualized lists and selected information is authorized and encouraged. Copying of the CIS Software is prohibited.

5.0 Licensee and Licensor agree that current information is an essential feature of the Oregon CIS Online that is licensed annually. Licensor updates the information and CIS Software regularly and Licensee shall have access to the most current version of Oregon CIS Online for the duration of this License Agreement.

6.0 Violation of these terms or conditions by Licensee or its Authorized Users shall constitute a breach of this License Agreement. Upon such breach of agreement, Licensor may terminate this Agreement immediately, without notice or any other act.

7.0 Warranty disclaimer and limitation of liability are set forth below:

7.1 LICENSEE EXPRESSLY AGREES THAT USE OF Oregon CIS Online IS AT LICENSEES SOLE RISK. NEITHER LICENSOR, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT OREGON CIS ONLINE WILL BE AVAILABLE AT ANY PARTICULAR TIME, UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF OREGON CIS ONLINE.

7.2 LICENSEE EXPRESSLY AGREES THAT OREGON CIS ONLINE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER APPLICABLE LAW.

7.3 IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS OR PROFITS, DATA OR USE OF USER AGENCY'S SOFTWARE OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OF, OR INABILITY TO USE OREGON CIS ONLINE, EVEN IF LICENSOR WAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY OTHER CLAIM BY LICENSEE OR ANY OTHER PERSON.

8.0 Unless otherwise renewed or extended in writing signed by both parties, this license shall expire and terminate without further notice on September 30, 2010.

9.0 GOVERNING LAW. This License Agreement shall be governed by and construed in accordance with the internal laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, "Claim") between State (and/or any other agency or department of the State of Oregon) and User Agency that arises from or relates to this License Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, that if a claim must be brought in a federal forum, then it shall be brought and adjudicated solely and exclusively within the United States District Court for the District of Oregon. In no event shall this section be construed as a waiver by the State of Oregon of its sovereign immunity. USER AGENCY, BY ACCEPTANCE OF THIS AGREEMENT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURT(S).

10.0 If any provision of this License Agreement is found unenforceable or void, the validity of the remaining terms shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Licensing Agreement did not contain the particular term held to be invalid. The failure of Licensor to enforce any provision of this License Agreement shall not constitute a waiver by Licensor of that or any other provision. All rights not specifically granted to Licensee by this License Agreement are reserved to Licensor.

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