JMP Academic License Agreement
Important: Please carefully read the terms and conditions of this JMP Academic License Agreement before clicking on the “Accept” button. By clicking on the “Accept” button, you are agreeing to (i) the terms and conditions of this JMP Academic License Agreement and (ii) the Order Confirmation specifying the JMP Software licensed pursuant to the terms and conditions of this JMP Academic License Agreement (“Software”), and JMP Statistical Discovery LLC (“JMP”) will authorize you to download the Software referenced in the Order Confirmation. This JMP Academic License Agreement and the Order Confirmation are hereinafter collectively referred to as the “Agreement”. You must be either (a) an individual enrolled in a secondary school or post-secondary degree-granting academic institution (“Student”) and will use the Software in connection with your coursework at such institution; (b) an employee of a secondary school or post-secondary degree-granting academic institution and will use the Software for teaching a course at such institution; (c) a Student, faculty member, or staff of a secondary school or post-secondary degree-granting academic institution and will use the Software to perform Academic Research (defined below) as an integral part of your employment with such institution; or (d) affiliated with a secondary school or post-secondary degree-granting academic institution and will use the Software for the purpose of continuing education (each, an “Academic User”). “Academic Research” means the noncommercial and non-sponsored systematic investigation into, and study of, materials based upon the idea of scientific inquiry, the results of which are intended to be published in a journal, presented at an academic conference, or shared for the public good. Academic Research may include using the Software to support your classroom instruction and coursework, so long as the classroom instruction and coursework relates directly to Academic Research.
If you are not an Academic User or you do not agree to all of the terms of the Agreement, click on the “Do Not Accept” button and do not use the Software. If you are an Academic User, this license is personal to you as the individual authorized to access and use the Software pursuant to the terms of the Agreement, and may not be shared or used for the benefit of anyone else or for the commercial benefit of any secondary school, post-secondary degree-granting academic institution or any business or organization, except to the limited extent that your enhanced knowledge of how to use the Software may indirectly benefit that business or organization.
1. License Grant; Term. Pursuant to the Agreement, JMP grants you a nonexclusive, non-assignable and non-transferable license to use the Software and any related online user documentation provided by JMP (“Documentation”). The Agreement will remain in effect for twelve (12) consecutive calendar months beginning with the date you accept the Agreement by clicking on the “Accept” button (“Term”). You may install and use the Software solely for your own non-commercial academic purposes in your capacity as an Academic User. You may use the Documentation solely in support of your authorized and licensed use of the Software. Except to the extent allowed by law, you may not use the Software or Documentation, or allow any other person or entity to use the Software or Documentation, for the purpose of bringing an intellectual property infringement claim against JMP or for the purpose of developing an offering or product directly or indirectly competing with an offering or product from JMP. You will not use the Software in a time-sharing or service provider arrangement. Your use of JMP’s online environment to download the Software includes the ability to enter into agreements and/or to make transactions electronically. You acknowledge that your online activities in this environment, including proceeding to download the Software, constitute your agreement and intent to be bound by such agreements and transactions. Unless explicitly authorized by JMP in writing, you may only install the Software once on the type of hardware indicated in the setup instructions accompanying the Software for your sole academic use.
2. Your Responsibilities. In addition to your other obligations hereunder, you agree to bear your own costs in connection with the Agreement, including, but not limited to, establishing an appropriate electronic connection between JMP’s systems and your computer(s), if needed. You shall take reasonable precautions to secure any such connection and your computer facilities including, but not limited to, networks, extranets and websites, in order to protect them from unauthorized access and use.
3. Copying; Publishing. You may copy the Software only as needed for one (1) installation of the Software as authorized hereunder. Any such copies remain the property of JMP. The identical copyright notices and any other proprietary rights notices found on the original Software media must be reproduced on all copies of the Software. You may not otherwise copy or replicate the Software in any manner or for any purpose whatsoever. This prohibition includes, by way of example and not limitation, making the Software publicly available, or posting the Software or making it available through the internet or any website.
4. Title; Source Code; Ownership. Title to the Software and the Documentation remains with JMP and its licensors at all times. Copyright notices and other proprietary rights notices in the Software and Documentation shall not be deleted or modified. The Agreement does not transfer any ownership rights. Source code from which the Software object code is derived (“Source Code”) is not being provided and is a trade secret of JMP and JMP’s licensors to which access is not authorized. You may not reverse engineer, reverse assemble or decompile the Software or in any way attempt to recreate the Source Code, except and only to the extent applicable laws specifically prohibit such restriction. All right, title and interest in any other materials shall remain with the providing party or its licensors.
5. Product Authorization Code. The Software contains a Product Authorization Code. As used in the Agreement, the term “Product Authorization Code” means a component of the Software that enables the Software to operate for the Term. You acknowledge and agree that the Product Authorization Code is JMP’s confidential and proprietary information.
6. Warranty Disclaimers; Limitation of Liability. Should JMP provide Software which will not function, your exclusive remedy is the right to immediately terminate the Agreement and cease using the Software. THE SOFTWARE IS PROVIDED “AS IS”. JMP AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING AS A RESULT OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, JMP AND ITS LICENSORS DO NOT WARRANT OR REPRESENT THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION OR THAT USE OF THE SOFTWARE WILL RESULT IN COMPLIANCE, FULFILLMENT OR CONFORMITY WITH THE LAWS, RULES, REGULATIONS, REQUIREMENTS OR GUIDELINES OF ANY GOVERNMENTAL AGENCY.
NEITHER JMP NOR ITS LICENSORS ARE LIABLE FOR (A) DIRECT, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR RELIANCE DAMAGES (ARISING IN TORT, CONTRACT OR OTHERWISE) OR (B) ANY CLAIM AGAINST YOU BY A THIRD PARTY, EVEN IF JMP OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. Some jurisdictions do not allow limitations of liability or exclusions of incidental or consequential damages, so certain provisions of this Warranty Disclaimers; Limitation of Liability section may not apply to you; however, they apply to the greatest extent permitted by applicable law.
7. Infringement. You agree to promptly notify JMP in writing of any claim made against you for copyright, patent, trade secret or other intellectual property rights violation relating to the Software. In such event either you or JMP may terminate the Agreement, and such termination constitutes your exclusive remedy.
8. Confidentiality. You agree to use reasonable care to prevent any of JMP’s Confidential Information from being revealed to third parties without JMP’s prior written consent. As used herein, the term “Confidential Information” means the Software, including any improvements, updates and new releases, the Documentation and any information in tangible or intangible form which at the time of disclosure is designated as confidential (or like designation) or would be reasonably understood to be considered confidential due to its nature. Without limiting the generality of the foregoing, Confidential Information includes the Source Code and the Product Authorization Codes. No individually identifiable information will be disclosed by either party under the Agreement. Confidential Information does not include information that (a) you already knew at the time of disclosure without an obligation of confidentiality; (b) you independently developed; (c) is made public by JMP; or (d) is disclosed by you with JMP’s prior written approval. If you are required to disclose Confidential Information pursuant to court order or process of law, you shall notify JMP in writing of the order or requirement prior to compliance and take all available steps to limit such disclosure. If you become aware of any unauthorized disclosure or use of JMP’s Confidential Information, you agree to: (i) immediately notify JMP of same; (ii) take all necessary steps to prevent further unauthorized access and/or use; and (iii) cooperate with JMP in its efforts to secure the Confidential Information and protect JMP’s proprietary rights therein.
9. Termination; Expiration. The Agreement will remain in effect for the Term. Notwithstanding the foregoing, either party may terminate the Agreement at any time by providing written notice to the other party. Upon expiration or termination of the Agreement, you agree to promptly delete and destroy all Software and, upon request by JMP, confirm in writing that you have done so. If you wish to use the Software beyond the expiration of the Term, and JMP agrees to such use, you must download the Software, if available, from JMP again and accept JMP’s then-current applicable Software license agreement.
10. Governing Law. The laws of North Carolina, excluding choice of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods, govern the Agreement.
11. Export and Import Restrictions. JMP hereby notifies you that the Software and any other JMP-provided technology (“Controlled Material”) originates from the United States and United States export laws and regulations apply to the Controlled Material. You agree to comply with United States export laws and other applicable export and import laws and regulations, except as prohibited or penalized by law (“Trade Law”). Your compliance obligations include ensuring (a) that there is no access, download, export, re-export, import, or distribution of the Controlled Material or any underlying information, technology or data except in full compliance with all laws and regulations of the United States and in full compliance with any other applicable laws and regulations, including, without limitation, all restrictions under Trade Law. United States export classification information for JMP software is available at jmp.com/export.
By accepting the Agreement and downloading and/or using the Software, you agree to the foregoing and represent and warrant that: (i) you are not prohibited by Trade Law from accessing Controlled Material without United States government approval; (ii) you are not located in, under control of, or a national or resident of any country or territory subject to general export or trade embargo under Trade Law; (iii) you are not engaged in any of the following end-uses: nuclear, chemical or biological weapons; nuclear facilities not under International Atomic Energy Agency safeguards; missiles or unmanned aerial vehicles capable of long-range use or weapons delivery, military training or assistance, military or intelligence end-use in Russia or in any country in Country Group D:5 of the United States Export Administration Regulations; deep water, Arctic offshore or shale oil or gas exploration involving Russia or Russian companies, or Russian energy export pipelines; (iv) you will not share access to the Software with any individual or entity identified in (i), (ii) or (iii) of this paragraph; and (v) you will not further export the Controlled Material without a license or other authorization from the United States.
12. General.
12.1. Subcontracting. JMP may subcontract its performance under the Agreement.
12.2. Feedback. JMP may use any feedback related to the Software in any format and any ideas, concepts, know-how, formulas, designs, improvements, inventions, techniques or processes contained in that feedback, whether or not patentable.
12.3. Severability. If a court of competent jurisdiction finds any part of the Agreement unenforceable, that part is excluded, but the remainder of the Agreement stays in full force and effect.
12.4. No Waiver. Failure to require compliance with a part of the Agreement is not a waiver of that part. Nothing in the Agreement waives any remedy JMP may have under the Agreement at law, in equity, or otherwise.
12.5. Non-Assignment. You may not assign the Agreement or any of your rights or obligations hereunder.
12.6. Injunctive Relief. Monetary damages are inadequate to enforce any right or obligation arising under the Agreement or to prevent or cure any breach of the Agreement or JMP’s intellectual property rights in the Software or the intellectual property rights of JMP’s third-party licensors. JMP shall have the right to seek any form of available equitable relief to enforce any such right or obligation or prevent or cure any such breach without the obligation of posting bond. Such equitable relief may include, but is not limited to, the seeking of a temporary or permanent injunction, restraining order or order for specific performance, and may be sought in any appropriate court, with or without prior notice, depending on the circumstances. The parties further agree that any such equitable relief shall be without prejudice to any other rights accruing to a party under the Agreement.
12.7. English Language. The parties acknowledge that they have agreed that the Agreement and all notices and documents relating hereto shall be drawn up in the English language.
12.8. Use of Affiliates and Subcontractors. JMP may use affiliates or third-party subcontractors to perform some or all of its obligations arising under the Agreement. In addition, JMP may appoint affiliates to perform administrative duties on its behalf. Such affiliates and subcontractors may be located in any country in which JMP does business.
12.9. Identification Number. You hereby acknowledge and agree that the Software contains the capability to generate a random, unique number for your computer (“Identification Number”) and to transmit the Identification Number and the corresponding activation code to JMP during activation. JMP will use this information to limit multiple activations of the Software using the same activation code. Your personal information shall not be sent or stored during activation.
13. Complete Agreement. The Agreement is the parties’ complete and exclusive statement relating to its subject matter. The Agreement may be modified by JMP from time-to-time. Your continued use of Software, including any updates thereto, following such changes signifies your acceptance of the revised Agreement.
By clicking “Accept” below and/or by using the Software, you are agreeing to abide by the terms and conditions of the Agreement and you acknowledge and agree to the following:
The Software is available only to individuals aged eighteen (18) years or older. If you are under the age of eighteen (18), you should review these terms and conditions with your parent or guardian to make sure these terms and conditions are understood and your parent or guardian must agree to the terms of the Agreement on your behalf.
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