Simulated Electronic Fetal Monitoring (SEFM)

SEFM CONTENT USER LICENSE AGREEMENT

This SEFM Content User License Agreement (“Agreement”) is a binding agreement between YOU (“Licensee” or “You”) and the University of Tennessee Research Foundation, a Tennessee nonprofit corporation with offices at 400 W Summit Hill Drive, UT Tower 961A Knoxville, TN 37902 (“UTRF”) and wherein individually either may be known as “Party” and collectively they shall mean “Parties.” This Agreement governs your use and full access of the features, functionality, and content of through the Interactive SEFM Learning Application (“SEFM Content”) that is hosted on the https://portal.sefm.hitslab.app/#/ (the "SEFM Website").

BY CHECKING THE BOX BELOW, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, INCLUDING THE WEBSITE TERMS OF USE ATTACHED HERETO AS EXHIBIT B AND MAY BE UPDATED FORM TIME TO TIME AND INCORPORATED INTO THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AUTHORITY TO ENTER INTO A BINDING AGREEMENT ON BEHALF OF THE LICENSEE; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. YOUR FAILURE TO DO SO MAY RESTRICT YOU FROM ACCESSING OR USING CERTAIN SEFM CONTENT.

ARTICLE 1 GRANT

1.1 Grant: Subject to and conditioned on your payment of Fees as set forth in Section 2.2 and the terms of this Agreement, UTRF hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access, stream, download, and use the SEFM Content through the SEFM Website during the Term, solely for use by Authorized Users (defined below) for Authorized User’s personal educational uses only in accordance with the terms and conditions herein.

1.2 Authorized Users: “Authorized Users" means Licensee’s employees, students, consultants, contractors, and agents (i) who are authorized by Licensee to access and use the under the rights granted to Licensee pursuant to this Agreement and (ii) for whom access to the SEFM Content has been purchased hereunder (“Authorized Users”). Licensee is responsible and liable for all uses of SEFM Content resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the access and use of the SEFM Content by its Authorized Users or by any other person to whom Licensee or an Authorized User may provide access to or use of the SEFM Content whether such access or use is permitted by or in violation of this Agreement. Licensee shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the SEFM Content and shall cause Authorized Users to comply with such provision.

1.3 Restrictions: Except as may be expressly permitted by applicable law or expressly authorized by the SEFM Content, Licensee shall not:

• (a) copy the SEFM Content, except as expressly permitted by this Agreement;
• (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the SEFM Content;
• (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the SEFM Content or any part thereof;
• (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the SEFM Content , including any copy thereof;
• (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the SEFM Content, or any features or functionality of the SEFM Content , to any third party for any reason, including by making the SEFM Content available on a network where it is capable of being accessed by more than one device at any time;
• (f) use any robot, spider, or other automatic device, process, or means to access the SEFM Content for any purpose, including monitoring or copying any of the material on the SEFM Content;
• (g) use any manual process to monitor or copy any of the material on the SEFM Content, or for any other purpose not expressly authorized in this Agreement, without UTRF's prior written consent;
• (h) frame, mirror, or otherwise incorporate the SEFM Content or any portion of the SEFM Content as part of any other mobile application, website, or service;
• (i) use the SEFM Content in any manner that could disable, overburden, damage, or impair the SEFM Content or interfere with any other party's use of the SEFM Content;
• (j) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the SEFM Content; or
• (k) use the SEFM Content in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any safety-critical applications, including medical or life-support systems or other safety response systems or environments.

1.4 Reservation: You acknowledge and agree that the SEFM Content is provided under license, and not sold, to Licensee. You do not acquire any ownership interest in the SEFM Content under this Agreement, or any other rights thereto other than to use the SEFM Content in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. UTRF reserves and shall retain its entire right, title, and interest in and to the SEFM Content, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to Licensee in this Agreement.

1.5 Geographic Restrictions: The SEFM Content is based in the state of Tennessee in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the SEFM Content outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the SEFM Content from outside the United States, you are responsible for compliance with local laws.

1.6 Updates. UTRF may from time to time in its sole discretion develop and provide SEFM Content updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that UTRF has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the SEFM Content and be subject to all terms and conditions of this Agreement.

1.7 Third-Party Materials. The SEFM Content may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree that UTRF is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. UTRF does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

1.8 Suspension. Notwithstanding anything to the contrary in this Agreement, UTRF may temporarily suspend Licensee's and any Authorized User's access to any portion or all of the SEFM Content if UTRF reasonably determines that (each (a)-(e), a “Suspension”):

• (a) there is a threat or attack on any of the UTRF intellectual property;
• (b) Licensee's or any Authorized User's use of SEFM Content disrupts or poses a security risk to SEFM Content or to any other customer or vendor of UTRF;
• (c) Licensee, or any Authorized User, is using SEFM Content for fraudulent or illegal activities;
• (d) UTRF's provision of the SEFM Content to Licensee or any Authorized User is prohibited by applicable law; or
• (e) any vendor of UTRF has suspended or terminated UTRF's access to or use of any third-party SEFM Content or products required to enable Licensee to access the SEFM Content.

UTRF shall use reasonable efforts to provide written notice of any Suspension to Licensee and to provide updates regarding resumption of access to the SEFM Content following any Suspension. UTRF shall use reasonable efforts to resume providing access to the SEFM Content after the event giving rise to the Suspension is cured. UTRF will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Licensee or any Authorized User may incur as a result of a Suspension.

ARTICLE 2 ACCESS AND FEE

2.1 Provision of Access. Within ten (10) business days after your payment of the Fee set forth below in Section 2.3, UTRF will provide to you via secure e-mail access information including but not limited to password or token to access SEFM Content (“Access Credentials”). Only Authorized Users are permitted to utilize Licensee's Access Credentials.

2.2 Unauthorized Access: Licensee shall not share its Access Credentials with any unauthorized third party, including any of your employees or representatives not identified as an Authorized User, or otherwise permit any unauthorized person to use Licensee’s Access Credentials. The total number of Authorized Users will not exceed the number purchased by you in accordance to the Fee Schedule, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.

2.3 Fees. Licensee shall pay UTRF the fees ("Fees") in accordance to the fee schedule as set forth in Exhibit A (“Fee Schedule”) without offset or deduction. Licensee shall make all payments hereunder in US dollars. UTRF may suspend Licensee's and its Authorized Users' access to any portion or all SEFM Content until such amounts are paid in full.

ARTICLE 3 TERM AND TERMINATION

3.1 Term: The term of Agreement commences when you acknowledge your acceptance and will continue in effect until terminated by you or UTRF as set forth in this Article 3 (“Term”).

3.2 You may terminate this Agreement by ceasing to use and destroying all copies of the SEFM Content You downloaded or otherwise retained.

3.3 UTRF may terminate this Agreement, effective upon written notice to you, if Licensee, breaches this Agreement and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured ten (10) business days after UTRF provides written notice thereof.

3.4 UTRF may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.

3.5 Effect of Termination or Expiration: Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and access the SEFM Content. No expiration or termination shall affect Licensee's obligation to pay all Fees that may have become due before such expiration or termination or entitle Licensee to any refund.

3.6 Surviving Obligations: Rights and obligations that by their nature prescribe continuing rights and obligations shall survive the termination or expiration of this Agreement. Without limiting the generality of the foregoing, the following provisions shall survive: Sections 1.3, 1.4, 1.7, 3.5, 3.6, Articles 4, 5, Sections 6.7-6.10 as well as any other provisions that by their nature are intended to survive.

ARTICLE 4
INDEMNIFICATION;
DISCLAIMER OF WARRANTIES;
AND REPRESENTATIONS

4.1 Indemnification. You agree to indemnify, defend, and hold harmless UTRF, University of Tennessee (“University”), UTRF’s and Univeristy’s respective trustees, directors, officers, employees, contractors, subcontractors, and agents (“Indemnitees”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the SEFM Content or your breach of this Agreement, including but not limited to the content you submit or make available through this the use of the SEFM Content. You shall not enter into any settlement of a claim, suit, action, demand, or judgment covered by this Section 4.1: (a) without the prior approval of UTRF if such settlement materially affects the rights of UTRF hereunder and (b) without the prior approval of the Indemnitees if such settlement contains an admission of fault or wrongdoing on the part of such Indemnitees. Any Indemnitee shall have the right to retain counsel of its own choosing. License and UTRF agree to work together in good faith in the implementation of these provisions.

THE SEFM CONTENT IS PROVIDED "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND.

UTRF, UNIVERSITY, AND THEIR DIRECTORS, OFFICERS, AND EMPLOYEES, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SEFM CONTENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, UTRF PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SEFM CONTENT WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

IN NO EVENT WILL UTRF, UNIVERSITY OR UNIVERSITY’S AND UTRF’S RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES, OR ANY OF THIER SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO LICENSEE’s USE OF OR INABILITY TO USE SEFM CONTECT OR THE SEFM WEBSITE FOR:

• (a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
• (b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SEFM CONTENT.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR UTRF WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.2 Representations: Each party represents that:

• (a) It has full power and authority to enter into, execute, deliver and perform this Agreement;
• (b) Entering into this Agreement does not and will not create a conflict with or breach of the terms of any other agreement to which it is a party; and
• (c) All rights exercised and obligations undertaken in connection with this Agreement will comply with all applicable foreign, federal, state, and local laws and regulations.

ARTICLE 5 NOTICES AND OTHER COMMUNICATIONS

5.1 Any notice or other communication required or permitted hereunder shall be in writing and shall be hand-delivered; sent by FedEx or UPS; mailed by certified United States mail, return receipt requested; or sent by email to the address(es) given below or to such other address(es) as the Parties may hereafter specify in writing. Notice shall be deemed given and received five (5) days after being deposited with the U.S. Postal Service in certified mail postage prepaid format, or if notice is hand-delivered or sent by overnight courier, upon the date of actual delivery, or if sent by email, upon the date the receiving party acknowledges receipt in writing, by email, or otherwise. An email notice shall be given concurrently to a maximum of three email addresses provided by the recipient Party and the first acknowledgment of receipt from the recipient Party shall establish the date on which such notice is given.

UTRF
If notice is given by means other than email:
University of Tennessee Research Foundation
400 W. Summit Hill Drive, UT Tower 961A
Knoxville, Tennessee 37902
Attn: Vice President

If notice is given by email:
utrf@tennessee.edu

Licensee:
Information as provided by you in processing the Fee payment through UTRF’s third party vendor

ARTICLE 6 MISCELLANEOUS PROVISIONS

6.1 Non-Use of Names: Licensee shall not use the names or trademarks of UTRF or University, nor any adaptation thereof, nor the names of any of their employees, directors, trustees, in any advertising, endorsement, promotional, sales literature, publicity, public announcement or other disclosure without prior written consent obtained from UTRF, University, or said employee, director, trustee, in each case, except that Licensee may state that it has licensed SEFM Content from UTRF.

6.2 Export control: The SEFM Content be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the SEFM Content to, or make the SEFM Content accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the SEFM Content available outside the US.

6.3 Successors and Assigns: This Agreement shall be binding upon and shall inure to the benefit of UTRF and its successors and assignees. The rights, responsibilities and duties under this Agreement are personal to the Licensee and may not be transferred or assigned.

6.4 Entire Agreement: The Parties hereto acknowledge that this Agreement sets forth the entire agreement and understanding of the Parties, and supersedes, merges and voids any and all prior agreements related to its subject matter. No change, amendment, or modification of any provisions of this Agreement will be valid unless set forth in a writing signed by the Parties.

6.5 Applicable Law and Venue: This Agreement is entered into in the State of Tennessee and shall be construed, governed, interpreted and applied in accordance with the laws of the State of Tennessee and the laws of the United States of America, without reference to or giving effect to any conflicts of laws principles therein. Only state and federal courts in the State of Tennessee shall have jurisdiction to hear and decide any claim or controversy between the Parties arising under or relating to this Agreement. You submit to the jurisdiction of such tribunals for any such matter, and waive any claim that such court lacks jurisdiction over you or such court constitutes an inconvenient or improper forum.

6.6 Party Relationship: Each Party will be and act as an independent contractor to the other Party in the performance of its obligations pursuant to this Agreement. No Party will be entitled to, or will attempt to, create, or assume any obligation, express or implied, on behalf of the other Party. This Agreement will not be interpreted or construed to create an association, joint venture, partnership, or franchise between the Parties or to impose any partnership obligation or similar liability arising there from upon any Party.

6.7 Severability: The provisions of this Agreement are severable, and in the event that any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

6.8 No Waiver of Remedies: The failure of a Party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party.

6.9 Remedies Not Exclusive: Unless specifically stated in each case, the rights and remedies granted herein, and any other rights or remedies that the Parties may have, either at law or in equity, are cumulative and not exclusive of others.

6.10 In the event of any conflict or inconsistency between the terms of this Agreement and the Website Terms of Use attached as Exhibit B, the terms of this Agreement shall control in all matters directly related to the SEFM Content, and the Website Terms of Use shall control in matters related to the remaining content of the SEFM Website.

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Exhibit A
Fee Schedule
$49.99 per Authorized User

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Exhibit B

SEFM WEBSITE TERMS OF USE

Last Modified: [last_updated]
Acceptance of the Terms of Use

These terms of use are entered into by and between you and University of Tennessee Research Foundation ("UTRF," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of https://portal.sefm.hitslab.app/#/ including any content, functionality, and services offered on or through https://portal.sefm.hitslab.app/#/ (the "Website"), whether as a guest or a registered user.
Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter.
Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time, so you are aware of any changes, as they are binding on you.

Accessing the Website

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of the Website or the entire Website.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access some of the resources the Website offers, you may be asked to provide certain access information provided by us. You must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person. You agree to notify us immediately of any unauthorized access to or use of your access information or any other breach of security.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the UTRF, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: utrf@tennessee.edu

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the UTRF. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The SEFM name, the SEFM logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the UTRF or University of Tennessee (“University”). You must not use such marks without the prior written permission of the UTRF or University of Tennessee. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

· In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

· For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

· To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the UTRF or users of the Website, or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the State of Tennessee in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE UTRF NOR ANY PERSON ASSOCIATED WITH THE UTRF MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE UTRF NOR ANYONE ASSOCIATED WITH THE UTRF REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

UTRF AND UNIVERISTY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT UTRF, UNIVERSITY OR UNIVERSITY’S AND UTRF’S RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES, OR ANY OF THIER SERVICE PROVIDERS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

Indemnification

You agree to defend, indemnify, and hold harmless UTRF, University, UTRF’s and University’s respective trustees, directors, officers, employees, contractors, subcontractors, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to any use of the Website's content, services, and products, or your use of any information obtained from the Website.

Governing Law and Jurisdiction

This Terms of Use is entered into in the State of Tennessee and shall be construed, governed, interpreted and applied in accordance with the laws of the State of Tennessee and the laws of the United States of America, without reference to or giving effect to any conflicts of laws principles therein. Only state and federal courts in the State of Tennessee shall have jurisdiction to hear and decide any claim or controversy between the Parties arising under or relating to this Agreement. You submit to the jurisdiction of such tribunals for any such matter, and waives any claim that such court lacks jurisdiction over you or such court constitutes an inconvenient or improper forum.

Severability

The provisions of this Terms of Use are severable, and in the event that any provisions of this shall Terms of Use be determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

No Waiver of Remedies

No waiver by UTRF of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of UTRF to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

Entire Agreement

The Terms of Use and the SEFM Content User License Agreement if applicable constitute the sole and entire agreement between you and UTRF regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.