LICENSE AGREEMENT

Carnegie Mellon University

BY USING THIS SITE, YOU ARE AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT USE THE CLASSROOM SALON SYSTEM.

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.

GRANT OF LICENSE: Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Classroom Salon system for your own non-commercial internal purposes, without the right to sublicense or to otherwise sell or transfer to any third party, pursuant to the terms and conditions of this Agreement. As used in this Agreement, the term "Classroom Salon System" means Classroom Salon software made accessible to Licensee by Licensor pursuant to this Agreement through the website: www.classroomsalon.org.

PROPRIETARY; COPYRIGHT: Licensee acknowledges that the Classroom Salon system is proprietary to Licensor, and as such, Licensee agrees use the Classroom Salon system only in accordance with the terms of this Agreement. The Classroom Salon system is owned by Licensor and is protected by United States copyright laws and applicable international treaties and/or conventions.

PERMITTED USES; FEEDBACK: The Classroom Salon system may be used for your own non-commercial, internal purposes only. Licensor is not obligated to implement any suggestions and/or feedback you might provide regarding the Classroom Salon system, but to the extent Licensor does so, you are not entitled to any compensation related thereto.

USES NOT PERMITTED: You may not modify or copy the Classroom Salon system. You have not been granted any trademark license as part of this Agreement and may not use the name or mark "Classroom Salon system," "Carnegie Mellon" or any name or mark confusingly similar thereto 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 Classroom Salon system.

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.

TERM: The term of the license granted by this Agreement is from Licensee's acceptance of this Agreement by clicking "I Agree" below until terminated as provided below.

The Agreement automatically terminates without notice if you fail to comply with any provision of this Agreement. Licensee may terminate this Agreement by ceasing using the Classroom Salon system. Licensor may terminate the availability of the Classroom Salon system or this Agreement at any time. Licensor may license the rights to commercialize the Classroom Salon system to a commercial entity at its own discretion, and said commercial entity may require Licensee to obtain a sublicense to continue to use the Classroom Salon system. 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 CLASSROOM SALON SYSTEM IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND 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 CLASSROOM SALON SYSTEM.

SUPPORT AND MAINTENANCE: No support, installation, or training by the Licensor is provided as part of this Agreement.

EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INDICENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS RELATED TO LICENSEE’S USE OF AND/OR INABILITY TO USE THE CLASSROOM SALON SYSTEM, EVEN IF LICENSOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXPORT REGULATION: Licensee agrees to comply with any and all applicable U.S. export control laws, regulations, and/or other laws related to embargoes and sanction programs administered by the Office of Foreign Assets Control.

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, and waives Licensee’s 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 arrangements between the parties relating hereto.