LICENSE AGREEMENT

February 11th, 2021

IMPORTANT: Carefully read all the terms and conditions of this License Agreement (this “License Agreement”). The terms of this License Agreement govern your use of the “My Path” application as offered to you hereunder (together with any updates, patches, releases, revisions, substitutes, or enhancements, the “Application”). Using the Application or clicking on the “I Agree” box constitutes your acceptance of this License Agreement. THIS LICENSE AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN LICENSOR AND YOU PERTAINING TO THE APPLICATION, THE PRIVACY POLICY, AND ANY ASSOCIATED MEDIA, MANUALS, PRINTED MATERIALS AND ONLINE OR OTHER ELECTRONIC OR WRITTEN DOCUMENTATION (ALL OF THE FOREGOING, THE “DOCUMENTATION”).

You further agree that if Licensor is required to engage in any proceeding to enforce its rights under this License Agreement, Licensor shall be entitled to recover from You, in addition to any other sums due, reasonable attorney’s fees, costs and disbursements.

THIS LICENSE AGREEMENT CONTAINS PROVISIONS PERTAINING TO RELEASE OF INFORMATION (INCLUDING YOUR PERSONAL INFORMATION), NON-LIABILITY AND INDEMNIFICATION. BY CLICKING “I AGREE” OR BY USING THE APPLICATION, YOU AGREE TO EACH PROVISION OF THIS LICENSE AGREEMENT, INCLUDING THE RELEASE, NON-LIABILITY AND INDEMNIFICATION PROVISIONS.

BY CLICKING “I AGREE” OR BY USING THE APPLICATION, YOU CERTIFY THAT YOU ARE OF LEGAL AGE, 18 YEARS OF AGE OR OLDER, OR THAT YOU ARE THE PARENT OR LEGAL GUARDIAN OF THE MINOR WHO WILL USE THE APPLICATION OR THAT YOUR PARENT OF LEGAL GUARDIAN HAS ALLOWED YOU TO USE THE APPLICATION.

The Application is available only to persons resident in the United States of America and who are lawfully entitled to use the Application and the services provided thereby. By clicking “I Agree”, You represent and warrant to Licensor that you are a resident of the United States of America.

If You do not agree to all of the terms and conditions of this License Agreement, Licensor is unwilling to license the Application to you. In such an event, you should not operate the Application.

  1. DEFINITIONS. In addition to any other terms defined in this License Agreement, the following definitions apply:
  2. Licensor” means Northwest Minnesota Foundation, a Minnesota non-profit corporation, together with any successors and assigns.
  3. Privacy Policy” means Licensor’s privacy policy, as found at [https://mypaths.org/].
  4. You” or the “End User” means the entity or governmental unit acquiring the License.
  5. GRANT OF LICENSE; DISCLAIMER. Subject to the provisions of this License Agreement, Licensor grants to You and You accept the grant of a free-of-charge revocable, non-transferrable and non-exclusive royalty bearing license (the “License”) to access and use the Application in a manner not inconsistent with the Documentation and this License Agreement for your own personal use.

This License Agreement does not grant You any rights whatsoever in relation to the trademarks or service marks of Licensor or its affiliates.

  1. INTELLECTUAL PROPERTY; COPIES; KEY. The Application and the Documentation are owned by Licensor and are protected by copyright and intellectual property laws and/or international treaty provisions. You are not an owner of any of these intellectual property rights. You must not disable or circumvent any license key or other end point restrictions contained in the Application.

The License is a license, not a transfer of title, to the Application and the Documentation. You may not use the Application or the Documentation except as expressly authorized by this License Agreement and applicable law. You may not transfer, lease or sell your rights hereunder to any third party. No additional or different rights are granted to You, either expressly or by implication. Licensor retains all rights not expressly granted to You under this License Agreement, and nothing in this License Agreement constitutes a waiver of Licensor’s rights under any applicable law or treaty.

  1. RESTRICTED RIGHTS. The Application was developed at Licensor’s expense, is non-commercial, and is published and copyrighted. Licensor provides no rights in patents, computer software or technical data unless expressly agreed to in this License Agreement. If the Application is acquired by the U.S. government, or a U.S. government agency, or on behalf of the U.S. government or U.S. government agency, in no event will Licensor furnish to a buyer or the U.S. government any computer software with rights greater than “Restricted rights” as defined in FAR 52.227-14 (June 1987) or DFARS 252.227-7013 (November 1995) nor will Licensor provide technical data with rights greater than “Limited rights” as defined in FAR 52.227-14 (June 1987) or DFARS 252.227-7013 (November 1995) or subsequent citation. To the extent permitted by law, the Uniform Computer Information Transactions Act (if and as adopted) is excluded. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government End Users acquire the Application with only those limited rights set forth herein and therein. To the extent any state law provides for analogous provisions, such state or local government End Users acquire the Application with only those limited rights set forth herein and under applicable law. Publisher is Northwest Minnesota Foundation, 3 201 Third Street Northwest, Bemidji, Minnesota 56601.
  2. OTHER RESTRICTIONS.
  3. You are expressly prohibited from sublicensing, selling (or reselling), renting, leasing, encumbering, sharing, outsourcing, using in a time-sharing or service bureau environment or commercially exploiting the Application and/or Documentation in any way.
  4. You may not copy, download, modify, port or translate the Application (or any other software from Licensor running on hardware to which the Application pertains), or attempt to do so. You may not reverse engineer, decompile or disassemble, create any derivative work from, or otherwise attempt to derive the source code of the Application (or any other software from Licensor running on hardware to which the Application pertains) or cause or permit others to do so, except to the extent expressly authorized by applicable law. “Derivative work” has the definition set out in the United State Copyright Act of 1976, 17 U.S.C. Section 101 et seq. as amended.
  5. You agree not to electronically, optically or otherwise transmit, broadcast, transfer, or disseminate any portion of the Application (or any other software from Licensor running on hardware to which the Application pertains) and/or the Documentation over any public or private computer network (either local, wide area or otherwise), telephone network or other mode or channel of communication except: (i) where intrinsic to the normal operation of the Application, or (ii) where provided in the Documentation, or (iii) as otherwise expressly authorized by Licensor in writing.
  6. You may not disclose or publish any results of benchmark tests run on the Application to a third party without Licensor’s prior written consent.
  7. You agree to use best efforts and take all reasonable steps to protect the Application and Documentation (and any other software from Licensor running on hardware to which the Application pertains) from unauthorized use, illegal reproduction or illicit distribution.
  8. AVAILABILITY OF THE APPLICATION. For so long as this License Agreement is in effect, and subject to the warranty and other provisions of this License Agreement, Licensor shall use reasonable best efforts to ensure that the Application is available to You for use.
  9. MAINTENANCE. Licensor shall maintain the Application at its own expense, and may maintain the Application at such times as are convenient to Licensor and its contractors. Licensor may at any time make the Application or any element thereof unavailable as a result of maintenance required to maintain, restore or improve the functionality thereof. You agree to cooperate with Licensor as reasonable and necessary for any maintenance hereunder.

8 SECURITY. Licensor shall at all times in which this License Agreement is in effect, use commercially reasonable best efforts to maintain the security of the Application and any data of or collected from You, your affiliates and customers. Licensor may at any time restrict availability of or access to all or any element of the Application, and may modify the same as may be necessary in Licensor’s judgment to maintain the security of the Application and/or any data.

  1. UPDATES. For so long as this License Agreement is in effect, Licensor may, at no cost to You (other than any data transmission fees which may be charged by Your internet service provider), update the Application or provide You with access to the most recent released version of the Application and Documentation and to any successor or replacements thereto.
  2. TECHNICAL SUPPORT. For so long as this License Agreement is in effect, Licensor or its designee may, during business hours and at no charge to You (other than telephone service charges and data transmission fees which may be charged by Your telephone and internet service providers) provide You with telephone-based and/or internet-based technical support as necessary to identify and resolve issues with the Application and the operation of the Application, provided however, that such support shall not extent to any issue determined to be the result of Your hardware, communications or operator error.
  3. DISCLAIMER OF WARRANTY. LICENSOR PROVIDES THE APPLICATION WITH NO WARRANTIES, EXPRESS OR IMPLIED, WHATSOEVER.

THE APPLICATION AND DOCUMENTATION ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. IN PARTICULAR, AND WITHOUT LIMITATION, LICENSOR PROVIDES THE APPLICATION WITHOUT ANY WARRANTY THAT THE APPLICATION OR DOCUMENTATION WILL BE FREE OF DEFECTS OR SECURITY VULNERABILITIES.

IN ADDITION, LICENSOR DISCLAIMS ANY WARRANTY THAT ANY INFORMATION, AGENCIES, REFERRALS OR RESOURCES FURNISHED TO YOU AS A RESULT OF THE USE OF THE APPLICATION IS COMPLETE OR ACCURATE OR THAT SUCH INFORMATION, AGENCIES, REFERRALS OR RESOURCES ARE AVAILABLE OR ARE APPROPRIATE FOR YOUR INDIVIDUAL CASE OR PURPOSES.

THERE IS NO WARRANTY, REPRESENTATION OR GUARANTEE THAT THE APPLICATION WILL CONTINUOUSLY OPERATE OR BE ERROR-FREE OR THAT ANY PROBLEMS WILL BE CORRECTED OR THAT LICENSOR WILL CONTINUE AT ANY TIME IN THE FUTURE TO PROVIDE THE APPLICATION OR SUPPORT WITH RESPECT TO THE APPLICATION.

SHOULD THE APPLICATION OR ANY OF ITS COMPONENTS PROVE DEFECTIVE OR INADEQUATE IN ANY RESPECT, YOU AND NOT LICENSOR ASSUME ALL RISK ASSOCIATED THEREWITH. FURTHER, LICENSOR DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE OF, OR THE RESULTS OF THE USE OF THE APPLICATION IN TERMS OF ITS ABILITY TO DETER UNAUTHORIZED ACCESS, ITS COMPATIBILITY WITH HARDWARE OR OTHER APPLICATION, ITS RELIABILITY, CURRENTNESS, OR OTHERWISE; AND YOU RELY ON THE APPLICATION AND ITS PERFORMANCE SOLELY AT YOUR OWN RISK.

ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS OF THE PRODUCT FOR A PARTICULAR USE OR PURPOSE, QUALITY, COURSE OF DEALINGS, USAGE OF TRADE, INACCURACY IN CONTENT CAUSED BY LICENSOR’S FAILURE TO PERFORM WITH REASONABLE CARE, QUIET ENJOYMENT OR NON-INFRINGEMENT ARE HEREBY EXPRESSLY DISCLAIMED. YOU ACKNOWLEDGE THAT THIS SECTION IS IMPORTANT TO LICENSOR SUCH THAT LICENSOR WOULD NOT OFFER THE APPLICATION OR ENTER INTO THIS LICENSE AGREEMENT WITHOUT SUCH DISCLAIMER AND THE PRICE OF THE APPLICATION REFLECTS SUCH ALLOCATION OF RISK.

  1. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LICENSE AGREEMENT, IN NO EVENT AND UNDER NO LEGAL THEORY SHALL LICENSOR, THE PARTIES WITH WHOM IT CONTRACTS, OR THE AGENCIES, REFERRALS OR RESOURCES WHICH LICENSOR OR THE APPLICATION PUTS YOU IN CONTACT WITH, TOGETHER WITH EACH OF THEIR RESPECTIVE DIRECTORS, PARENTS, SUBSIDIARIES, OWNERS, AGENTS, EMPLOYEES AND AFFILIATES (ALL OF THE FOREGOING, THE “RELEASED PARTIES”) BE LIABLE TO YOU FOR ANY COST, LOSS, DAMAGE, CAUSE OF ACTION, PROFITS OR REVENUE, RELEASE, LOSS OR INACCURACY OF DATA, OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE LICENSE OF, USE OF, OR INABILITY TO USE THE APPLICATION OR DOCUMENTATION, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDIES PROVIDED IN THIS LICENSE AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

NONE OF THE RELEASED PARTIES HAVE ANY LIABILITY FOR CLAIMS OF ANY KIND ARISING FROM: (I) ANY USE OF THE APPLICATION OR DOCUMENTATION, WHETHER OR NOT BEYOND THE SCOPE OF THIS LICENSE AGREEMENT; (II) YOUR USE OF THE APPLICATION OR DOCUMENTATION IN COMBINATION WITH ANY OTHER PRODUCTS; OR (III) YOUR FAILURE TO USE UPDATED OR MODIFIED VERSIONS OF THE APPLICATION OR DOCUMENTATION PROVIDED OR MADE AVAILABLE BY LICENSOR.

MOREOVER, AND WITHOUT LIMITING THE GENERALITY OF THE REMAINING PROVISIONS OF THIS SECTION 12 OR ANY OTHER PROVISION OF THIS LICENSE AGREEMENT:

  1. Any data or reports collected by or using the Application may stored, processed, accessed or transmitted by means of radio-telephonic communication, whether directly from a remote location or through telephone or internet. Licensor shall not be liable for any unavailability, malfunction or outage of any cloud-based system or resource, or any radio-telephonic communications, telephone or internet, or any interference with or unauthorized access to the same.
  2. Application functionality may include data processing and storage. Licensor disclaims any representation or warranty as to the security, availability or accuracy of any such data processing or storage services.

BY CLICKING “I AGREE”, YOU HEREBY AGREE TO THIS SECTION 12 AND RELEASE EACH OF THE RELEASED PARTIES AS SET OUT IN THIS LICENSE AGREEMENT.

  1. INDEMNITY. BY CLICKING “I AGREE” YOU HEREBY INDEMNIFY AND HOLD HARMLESS, AND UPON REQUEST DEFEND THE RELEASED PARTIES FROM ANY AND ALL LOSSES, DAMAGES, COSTS, OR OTHER EXPENSES (INCLUDING COURT COSTS AND ATTORNEYS’ FEES) (I) REFERRED TO IN SECTION 12 HEREOF (II) OR ARISING OUT OF YOUR USE OR MISUSE OF THE APPLICATION AND THE DOCUMENTATION OR YOUR BREACH OF THIS LICENSE AGREEMENT.
  2. LIMITED ACCESS. You agree to hold the Application and Documentation in confidence and take all necessary steps to ensure that access to any portion of the Application or Documentation is not provided to any person or entity other such persons who have executed a License Agreement.
  3. THIRD PARTY ELEMENTS.
  4. You acknowledge that (i) the Application may contain other software or components that are either owned by a third party or are in the public domain or may require your use of third party software in order for the Application to be installed and/or operated or Your hardware or otherwise; (ii) Licensor has no proprietary interest in such software or components, and as such, cannot grant You a license to use such software and/or component. Licensor makes no warranties or representation as to such third party software or components (including infringement) and further disclaims any and all liability for any losses or damages that may result from Your use thereof (including claims of infringement).

YOU ARE SOLELY RESPONSIBLE TO ENSURE THAT: (A) THE SYSTEM ON WHICH THE APPLICATION IS INSTALLED, RUN AND/OR USED CONTAINS ALL THIRD PARTY APPLICATION (INCLUDING OPERATING SYSTEMS AND PLUG-INS) NECESSARY TO RUN, INSTALL AND/OR USE THE APPLICATION, AND (B) YOU AND/OR YOUR SYSTEM FULFILL THE REQUIREMENTS OF ALL REQUIRED THIRD PARTY LICENSES.

  1. You expressly understand and agree that you have no contractual relationship whatsoever with any provider providing Licensor storage or connectivity for the Application, or to such provider’s affiliates or contractors and that you are not a third party beneficiary of any agreement between such provider and Licensor. You hereby waive any and all claims or demands relating thereto.
  2. COMPLIANCE: You will be responsible for compliance with all applicable laws, rules, regulations, orders and ordinances of the United States of America and in any other nation, province, or city with jurisdiction over You or your activities under this License Agreement.
  3. EQUITABLE REMEDIES. You hereby agree that, if the terms of this License Agreement are not specifically enforced, Licensor will be irreparably damaged, and therefore You agree that Licensor shall be entitled, without bond, other security, proof of damages, to appropriate equitable remedies with respect any breach(es) of this License Agreement, in addition to any other remedies available at law or in equity.
  4. DATA. YOU ACKNOWLEDGE AND AGREE THAT THE APPLICATION SHALL COLLECT, PROCESS AND STORE PERSONAL DATA FROM YOU AND YOUR HARDWARE AND YOUR USE OF THE APPLICATION. YOU FURTHER ACKNOWLEDGE AND AGREE THAT LICENSOR AND ITS AFFILIATES AND THIRD PARTIES AUTHORIZED BY LICENSOR (INCLUDING WITHOUT LIMITATION, AGENCIES, RESOURCES, REFERRALS AND LAW ENFORCEMENT) SHALL BE FREE TO COLLECT, PROCESS, STORE AND USE FOR ANY PURPOSE ANY PERSONAL, FEEDBACK AND/OR TECHNICAL AND OTHER DATA RECEIVED FROM YOU RESULTING FROM YOUR ACCESS TO AND USE OF THE APPLICATION. YOU ACKNOWLEDGE THAT LICENSOR SHALL NOT BE OBLIGATED TO COMPENSATE YOU FOR ANY USE OF ANY DATA SO COLLECTED, PROCESSED OR STORED.
  5. ASSIGNMENT. You may not assign any rights under this License Agreement in whole or in part without the prior written consent of Licensor. Any attempted assignment in violation thereof (whether voluntary or involuntary, by operation of law, merger, reorganization, change of control, sale of all or substantially all assets or otherwise) is null and void. Licensor may assign its rights under this License Agreement in whole or in part without your prior written consent or notice. This License Agreement shall inure to the benefit of Licensor, its successors and assigns.
  6. TERM. The License granted under this License Agreement is perpetual until terminated. You may terminate the License at any time by notifying Licensor. This License Agreement, in its entirety, will terminate automatically upon your failure to comply with any term or condition contained herein, including without limitation, any failure to pay required licensing fees in a timely manner. In addition, Licensor may terminate the License and revoke the rights granted hereunder at any time.

The release, non-liability and indemnification provisions of this License Agreement shall survive termination of this License Agreement for any reason.

  1. DISPUTES. All disputes arising out of or in connection with this License Agreement shall be subject to the exclusive jurisdiction of the state and (to the extent of subject matter jurisdiction) federal courts with jurisdiction over Beltrami County, Minnesota, together with any court with appellate jurisdiction therefrom.
  2. NOTICE. Licensor may furnish any notice required or permitted hereunder to You at the email address indicated by You, and Licensor shall not be responsible for any failure in delivery or receipt of such notice. You may provide Licensor with a successor email address, upon thirty (30) days prior written notice to Licensor. You may furnish any notice required or permitted hereunder to Licensor at 201 Third Street Northwest, Bemidji, Minnesota 56601. Any notice furnished hereunder is deemed sent at the time and on the date at which such notice is dispatched to the email address indicated.
  3. MISCELLANEOUS. This License Agreement represents the entire agreement between You and Licensor, and supersede any prior agreement, whether written or oral, relating to the subject matter of this License Agreement. The parties disclaim the application of the United Nations Convention on the International Sale of Goods. This License Agreement is governed by the laws of the State of Minnesota without regard to choice of law principles, and by the applicable federal laws and international treaties of the United States of America. This License Agreement has been written in the English language, and shall be interpreted in accordance with the commonly understood meaning of words and phrases in the United States of America. You waive any rights that You may have for this License Agreement to be written in the language of that country. This License Agreement may not be modified except pursuant to a writing signed by an authorized representative of Licensor. The parties agree that the terms and conditions of this License Agreement shall prevail notwithstanding contrary or additional terms in any purchase order, sales acknowledgment, confirmation or any other document issued by either party. If any provision of this License Agreement is held to be illegal, invalid, or unenforceable then that provision shall be fully severable from this License Agreement and shall not affect the legality, validity or enforceability of the remaining provisions of this License Agreement. Failure of Licensor to enforce any of the terms or conditions of this License Agreement, unless waived in writing, shall not constitute a waiver of Licensor’s right to enforce each and every term and condition of this License Agreement.
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