TERMS AND CONDITIONS FOR USE OF COPYRIGHTED MATERIALS

                THE FOLLOWING AGREEMENT IS ACCEPTED BY DOWNLOADING OR USING THE LICENSED MATERIALS.   IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT USE THE LICENSED MATERIALS.

                These Terms and Conditions for Use of Copyrighted Materials constitute a binding agreement (the “Agreement”) made in Silver Spring, Maryland, by Education Network to Advance Cancer Clinical Trials, Inc. (“ENACCT”) and each and every person (“Licensee”) using copyrighted materials received pursuant to this Agreement.

BACKGROUND

                ENACCT is a nonprofit corporation organized and incorporated under the laws of the State of Maryland to identify, implement and validate innovative community centered approaches to cancer clinical trials education and for other purposes.

                ENACCCT distributes copyrighted educational and training materials for community centered cancer clinical trials education.  Some of the materials have been developed by ENACCT, and some of the materials have been developed by other Copyright Holders and made available to ENACCT for distribution to Licensee.  These materials have been developed at significant cost but are provided to Licensee without charge for non‑fee distribution and use.  This is done for a variety of purposes including, but not limited to, encouraging widespread employment of the materials for educational and training purposes.

                ENACCT DOES NOT OFFER SUCH COPYRIGHTED EDUCATIONAL AND TRAINING MATERIALS FOR SALE, AND DOES NOT TRANSFER OWNERSHIP OF COPIES OF SUCH MATERIALS, BUT INSTEAD PERMITS THE USE OF THE MATERIALS UNDER LICENSE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, WHILE ENACCT RETAINS OWNERSHIP OF EACH INDIVIDUAL COPY OF THE LICENSED MATERIALS.

                IN VIEW OF THESE CIRCUMSTANCES, AND IN EXCHANGE FOR THE MUTUAL COMMITMENTS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT, LICENSEE IS AGREEING, BY DOWNLOADING OR USING COPYRIGHTED MATERIALS RECEIVED PURSUANT TO THIS AGREEMENT, TO THE FOLLOWING:

1.             DEFINITIONS OF  CERTAIN TERMS USED IN THIS AGREEMENT

1.1           The term “Agreement” means these Terms and Conditions for Use of Copyrighted Materials.

1.2           The term “Commercial Use” means any distribution or use of any copyrighted materials licensed pursuant to this Agreement in exchange for monetary consideration.

1.3           The term “Copyright Holder” means any person providing ENACCT with copyrighted material made available for Licensee to download or use pursuant to this Agreement.

1.4           The term “ENACCT” means Education Network to Advance Cancer Clinical Trials, Inc., a nonprofit corporation incorporated in the State of Maryland and having its headquarters at 1010 Wayne Avenue, Suite 770, Silver Spring, Maryland 20910, its successors and assigns.

1.5           The term “License” means the limited, nonexclusive license granted pursuant to this Agreement, its successors and assigns.

1.6           The term “Noncommercial Purpose” means any distribution or use of a Work for a bona fide educational or training purpose without charge or other monetary consideration for the Work.

1.7           The term “Party” means either Licensee or ENACCT, and the term “Parties” means both Licensee and ENACCT.

1.8           The term “Work” means each and every copyrighted work licensed pursuant to this Agreement, including, but not limited to, each and every one of the Works identified on a CD distributed by ENACCT or on ENACCT’s web site (www.enacct.org) as covered by ENACCT’s Terms and Conditions for Use of Copyrighted Materials.

1.9           The terms “You” and “Your” mean each and every person downloading or using copyrighted materials pursuant to this Agreement.

2.             GRANT OF LICENSE

2.1.          Subject to Licensee’s full and complete compliance with the terms and conditions of this Agreement, ENACCT hereby grants Licensee a limited, nonexclusive, royalty‑free license to use the Work for Noncommercial Purposes only.  No right to sublicense or authorize sublicensing, and no right to copy, use, or distribute any Work other than as expressly provided herein, is being provided by this Agreement.

2.2           The License does not permit Licensee to place any Work among materials, or otherwise in a context, that would reasonably be viewed as being offensive or embarrassing to ENACCT or any Copyright Holder; by way of example, and not limitation, the License granted herein does not permit distribution or use with material that may be perceived as lewd, hate‑mongering, or otherwise offensive to ENACCT, to any Copyright Holder, or to a reasonable person.

2.3           The License granted herein shall remain in full force and effect unless terminated as provided in this Agreement; provided, however, the License shall be automatically and immediately invalidated and terminated without notice to Licensee in the event Licensee uses or distributes a Work in any manner inconsistent with this Agreement, including, but not limited to, Sections 2.1 and 2.2 of this Agreement.

3.             CONSIDERATION

3.1           ENACCT is not receiving monetary payment from Licensee in exchange for the License granted in this Agreement; instead, the License is being granted in exchange for Licensee’s commitment to limit Licensee’s use of each and every Work to what is expressly permitted under this Agreement.  The Licensee further agrees that its use of the licensed material and its handling of each and every copy of the licensed material shall in every respect conform to the requirements of all applicable laws.  Any other use or distribution of licensed material shall automatically and immediately invalidate and terminate this License without notice to Licensee.

4.             NO REPRESENTATIONS OR WARRANTIES OF ANY KIND

4.1.          NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANYWHERE ELSE, ENACCT DISCLAIMS ANY, AND MAKES NO, EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, AND IT IS UNDERSTOOD THAT THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, THE FOLLOWING: 

                4.1.1.       NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE PROVIDED; AND

4.1.2.           NO REPRESENTATIONS OR WARRANTIES ARE PROVIDED THAT ANYTHING, USED, DISTRIBUTED, OR OTHERWISE DISPOSED OF UNDER THIS AGREEMENT WILL NOT INFRINGE PROPRIETARY RIGHTS OF THIRD PARTIES.

4.2.               IN NO EVENT SHALL ENACCT OR ANY COPYRIGHT HOLDER BE LIABLE FOR DAMAGES IN CONNECTION WITH ANYTHING THAT IS DONE PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY DOWNLOADING, USE, OR DISTRIBUTION OF A WORK, OR ANY INABILITY TO DOWNLOAD, USE, OR DISTRIBUTE A WORK, EVEN IF ENACCT OR A COPYRIGHT HOLDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

5.             MISCELLANEOUS

5.1.          Termination.  This Agreement shall become invalid and shall terminate without notice to any Party if Licensee makes any Commercial Use of a Work, or if Licensee uses or distributes a Work in violation of Section 2.1 or 2.2 of this Agreement.  In addition, ENACCT may terminate the License granted pursuant to this Agreement upon 30 days’ notice to Licensee.

5.2.          Severability.  This Agreement shall be deemed severable.  If any provision of the Agreement is rendered or deemed void, unenforceable, or otherwise ineffective by operation of law, the other provisions of this Agreement shall not be affected and shall remain in full force and effect.  The Parties shall in such case negotiate in good faith to replace such illegal, void or unenforceable provision with a provision that corresponds as closely as possible to the intentions of the Parties as expressed by such illegal, void or unenforceable provision.

5.3.          Applicable Law.  This Agreement shall be shall be construed, governed, interpreted and applied in accordance with the law of the State of Maryland, without regard to conflict of law rules and without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.  Any legal action or proceeding relating to this Agreement shall be brought only before a court sitting in the State of Maryland and courts hearing appeals therefrom.  By using or distributing materials covered by this Agreement, Licensee irrevocably accepts the jurisdiction of the aforesaid courts and waives any and all rights it may have to object to the jurisdiction of any such court or to transfer or change the venue of any action or proceeding relating to this Agreement, as may be requested by ENACCT.  No right or remedy conferred upon or reserved to the Parties pursuant to this Agreement is exclusive of any other right or remedy provided or permitted at law or in equity.

5.4.          Entire Agreement.  This Agreement contains the final and complete contract of the Parties and supersedes all prior oral or written promises, undertakings, understandings, or negotiations concerning the subject matter of this Agreement.  This Agreement shall inure to the benefit of and be binding upon the Parties and their successors and assigns.

5.5.          Nonwaiver.  Neither the failure of either Party at any time to enforce any of the provisions of this Agreement nor the granting at any time of any other indulgence shall be construed as a waiver of that provision or of the right of either Party afterwards to enforce that or any other provision.

                AS INDICATED ABOVE, LICENSEE ACKNOWLEDGES ACCEPTANCE OF THIS AGREEMENT BY DOWNLOADING OR USING A WORK COVERED BY THIS AGREEMENT.