University of California and Forrester Research:
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE PRODUCT.
This is a License Agreement ("Agreement") between Forrester Research, Inc. ("Forrester") and you ("You"), the student, librarian, or faculty member of the academic institution, University of California, Irvine ("Institution") which agreed to be bound in a separate writing to substantially the following terms and conditions in connection with Your access to certain of Forrester's research products, as may be made available to You by Forrester from time to time ("Product"). This Agreement sets forth Your rights and obligations regarding access to the Product solely for academic purposes until the expiration of Your access license ("Term") unless the parties have agreed in writing to extend the term of this Agreement.
BY CLICKING ON THE "AGREE" BUTTON, YOU ARE AGREEING TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK ON THE "DO NOT AGREE" BUTTON, IN WHICH CASE YOU WILL NOT BE PERMITTED TO ACCESS AND USE THE PRODUCT.
- LICENSE. Subject to the terms and conditions of this Agreement, Forrester grants and You accept a non-exclusive, non-transferable license to access the Product solely for academic purposes. Access to the Product is restricted to students, librarians, and faculty members of the Institution and remote access is restricted to same primary users of the Institution via proxy verification.
- LIMITATIONS ON USE. You may access the Product for academic purposes only and may not use any part of the product issued under this Agreement to access the Product (a) in an employment setting, including but not limited to academic internships, or (b) in conjunction with any for-profit business endeavor or other non-academic purpose. You acknowledge that Forrester may change the Product from time to time.
- TITLE AND PROPRIETARY RIGHTS. The Product is the property of Forrester and is protected by U.S. and international copyright law and other intellectual property laws. Except as expressly permitted herein, You shall not directly or indirectly copy the Product in whole or in part without the express written consent of Forrester. This license entitles You to make one (1) printout or slide of each graph, table, or insubstantial portions of text less than a paragraph long contained in the Product for academic presentation purposes only, provided the Forrester copyright and other proprietary notices are affixed thereto. You shall not sell, lease, transfer, sublicense, or otherwise make available or permit access to the Product or any portion thereof, to any other party, including without limitation any non-licensed students, librarians, or faculty members. You shall may not decompile, disassemble, electronically transfer, de-encrypt, or reverse engineer the Product, or translate the Product into a human readable or other computer language. All of Your rights to use the Product are expressly stated herein and are subject to the further restrictions set forth below; there are no implied rights, and Forrester reserves all rights not expressly granted to You. Inquiries regarding permission to copy or use the Product in any other manner should be directed to Forrester's marketing department.
- TERMINATION. This Agreement shall remain in force until expiration of the Term unless earlier terminated. This Agreement will automatically terminate upon expiration or termination of the license agreement between Forrester and the Institution. Forrester shall have the right to terminate this Agreement as well as the license agreements with the Institution and all other users at the Institution at any time following material breach by You of this Agreement. Forrester shall also have the right to terminate this Agreement upon thirty (30) days prior written notice to You at any time.
- LIMITATION OF LIABILITY. Forrester shall not be liable for any damages incurred by You arising as a result of reliance upon the Product. In no event will Forrester be liable for any consequential, indirect, special, or incidental damages, or other loss arising out of use of the Product whether or not Forrester has been advised of the possibility of such damages.
- DISCLAIMER OF WARRANTY. FORRESTER HEREBY DISCLAIMS AND YOU HEREBY WAIVE ALL CLAIMS IN CONNECTION WITH ALL WARRANTIES, EXPRESS, OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND WARRANTIES AS TO ACCURACY, COMPLETENESS, OR ADEQUACY OF INFORMATION. YOU ASSUME ALL RISK AS TO THE QUALITY, FUNCTION, AND PERFORMANCE OF THE PRODUCT, WHICH IS LICENSED "AS IS."
- INDEMNIFICATION CLAUSE. The Licensor shall indemnify, and hold Licensee and Authorized Users harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney's fees, which arise from any claim by any third party of an alleged infringement of any copyright or any other proprietary right arising out of the use of the Licensed Materials by the Licensee or any Authorized User. NO LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO THIS INDEMNIFICATION. Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party is promptly notified of any such claims. The indemnifying party shall have the right to defend such claims at its own expense. The other party shall provide assistance in investigating and defending such claims as the indemnifying party may reasonably request and have the right to participate in the defense at its own expense.
- MISCELLANEOUS. This Agreement and any license terms which may accompany a Product shall be the complete agreement between Forrester and You regarding the Product, and all prior agreements, representations, statements, and undertakings, oral or written, are hereby expressly superseded and canceled. In the event of any conflict between this Agreement and any license terms which may accompany a Product, this Agreement shall take precedence. You may not assign, sublicense or otherwise transfer this Agreement (and any attempt to do so shall be null and void) without the express written consent of Forrester. The rights of Forrester and Your obligations under this Agreement shall inure to the benefit of Forrester's successors and assigns. Forrester's waiver of any right shall not constitute a waiver of that or any other right in the future. If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, it shall be deemed omitted and the remaining provisions shall continue in full force and effect. This Agreement may not be changed or amended except in writing signed by both parties hereto. The rights and obligations of the parties to this Agreement shall be governed and construed in accordance with the laws and in the state and federal courts of the California, without regard to its conflict of law principles. Any action related to this Agreement shall be brought only in the state and federal courts of the California and both parties waive any objections to the personal jurisdiction of and venue in such courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event any provision of this Agreement shall not be enforceable, the remainder of this Agreement shall continue in full force and effect.