National Footprint Accounts, Academic Edition

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GLOBAL FOOTPRINT NETWORK ACADEMIC EDITION LICENSE AGREEMENT (V2006-1)

 
THIS IS A LICENSE AGREEMENT ("AGREEMENT") BETWEEN GLOBAL FOOTPRINT NETWORK (THE "NETWORK") AND THE PERSON ("LICENSEE" OR "YOU") WHICH DESIRES TO RECEIVE A LICENSE TO CERTAIN PROPRIETARY CONVERSION FACTOR LIBRARIES, SOURCE DATA, AND CALCULATION METHODOLOGY OF THE NETWORK (THE "LICENSED MATERIAL"). THE NETWORK IS WILLING TO GRANT LICENSEE THE FOLLOWING LICENSE TO USE THE LICENSED MATERIAL ACCORDING TO THIS AGREEMENT ONLY ON THE CONDITION THAT THE LICENSEE ACCEPTS ALL TERMS IN THIS AGREEMENT AND SUBJECT TO THE NETWORK VERIFICATION OF THE LICENSEE'S IDENTITY BASED ON THE DATA PROVIDED BY LICENSEE BELOW.  
BY CLICKING ON THE "ACCEPT" BUTTON BELOW,  LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF LICENSEE DOES NOT AGREE TO ANY OF THE TERMS BELOW, THE NETWORK IS UNWILLING TO LICENSE THE LICENSED MATERIAL TO LICENSEE, AND LICENSEE SHOULD CLICK ON THE "DO NOT ACCEPT" BUTTON BELOW. 

1.   DEFINITIONS.  As used in this Agreement:

     "Calculation Methodology" means the proprietary calculation methodology developed by The Network and used to convert the Source Data into the National Accounts. The Calculation Methodology will be delivered in the form an of a Microsoft Excel-compatible spreadsheet with calculations illustrating how the National Accounts are calculated. The Calculation Methodology is for demonstration and review purposes only, and the delivered material will not enable recalculation of National Accounts results.
     "Ecological Footprint" shall mean a measure of how much productive land and water a defined geographical area, physical location, population, activity, product, or organization or any subset thereof requires to product the resources it consumes and to absorb the waste it generates, using prevailing technology.
     "Intellectual Property Rights" means all copyrights, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights, but specifically excluding any trademarks or service marks.
     "Licensed Material" means the National Accounts, the Calculation Methodology, and the Source Data for the country coverage specified in Exhibit A.
     "National Accounts" means the dataset of results of an Ecological Footprint calculation of the country or countries described in Exhibit A including any modified, updated, or enhanced versions of such dataset (also sometimes referred to by The Network as 
the "National Footprint and Biodiversity Accounts") that The Network may provide to Licensee pursuant to this Agreement. 
     "Source Data" means the source data from which the National Accounts dataset is calculated for the world as a whole and the one country specified in  Exhibit A.

2.     LICENSE GRANT.  Subject to the terms and conditions of this Agreement, The Network grants to Licensee a non-exclusive, non-transferable, worldwide, royalty-free license without the right to sublicense: (a) to use the Licensed Material during the Term solely for non-commercial academic study and research purposes, and (b) to copy the Licensed Material and distribute such copies to students, faculty and staff members within the Licensee's academic institution solely for use for non-commercial academic research and study purposes, provided that each such copy is accompanied by the notice set forth in Exhibit B.

3.     LICENSE RESTRICTIONS.

3.1    Restrictions on Use.  Licensee acknowledges that the National Accounts and their structure, organization, Calculation Methodology and Source Data constitute valuable trade secrets of The Network.  Accordingly, Licensee agrees not to (a) merge the Licensed Material with any other dataset or database; (b) sublicense, lease, rent, loan, or otherwise transfer the Licensed Material or any portion or any data from the Licensed Material to any third party, (c) use the Licensed Material in any time-sharing arrangement, (d) reverse engineer, decompile, or disassemble the National Accounts or otherwise attempt to derive or reconstitute the underlying Source Data embodied or used in the National Accounts, except to the extent such Source Data is provided under this Agreement (e) use the Licensed Material for non-academic use, including any consulting for hire or any commercial or government planning or (f) otherwise use or copy the Licensed Material except as expressly allowed under Section 2.

3.2	Restrictions on Publication.    Licensee acknowledges that the Licensed Material contains valuable trade secrets and proprietary information of The Network.  Licensee agrees not to publish or otherwise disclose the Source Data and Calculation Methodology of The Network except that Licensee may publish small portions of the Source Data and Calculation Methodology or any modifications, improvements, or extensions thereof not to exceed thirty (30) lines or one hundred (100) calculations without prior consent of The Network. Licensee further agrees not to publish national results for more than  four (4) countries side by side prior to the publication by the European Environment Agency of the official 2006 Edition figures.   Licensee shall include in any publication using the National Accounts an acknowledgement that The Network's National Accounts were used in the publication.  The reference must mention the Global Footprint Network by name, the URL "www.footprintnetwork.org", and the term "2006 Edition".  Any such acknowledgement must include a prominent disclaimer that the work produced by Licensee using the National Accounts is not approved or endorsed by The Network.

4.	INTELLECTUAL PROPERTY. 

4.1	Proprietary Rights.  The Licensed Material, and all worldwide Intellectual Property Rights therein, are the exclusive property of The Network.  All rights in and to the Licensed Material not expressly granted to Licensee in this Agreement are reserved by The Network.  Licensee will not remove, alter, or obscure any proprietary notices (including copyright notices) of The Network on the Licensed Material.

4.2	Ownership of Modifications.  Any modifications, improvements, or extensions to or derivative works of the Licensed Material that Licensee creates will be jointly owned by The Network and Licensee.  The Network may use, reproduce, distribute or otherwise exploit, and license others to use, reproduce, distribute or otherwise exploit the jointly owned Intellectual Property freely without restriction and without accounting to Licensee.   Licensee may use, copy, publish, and distribute such modifications, improvements, extensions or derivative works solely for non-commercial academic study and research purposes subject to the restrictions in Section 3.2 and pursuant to and consistent with the terms of this Agreement unless otherwise provided in a written research agreement between Licensee and The Network for a specific research project.

5.	DELIVERY, INSTALLATION, AND ACCEPTANCE.  The Network will deliver the Licensed Material to Licensee within ten (10) days after execution of this Agreement.  The Licensed Material will be delivered in electronic form by email or by download from The Network's website.  Licensee will be solely responsible for installing the Licensed Material on its computers as permitted under this Agreement.  The Licensed Material will be deemed accepted upon delivery.  Licensee will deliver to The Network any modifications, improvements, or extensions to the Licensed Material upon The Network's request.

6.	DISCLAIMER OF WARRANTIES
THE LICENSED MATERIAL IS PROVIDED TO LICENSEE BY THE NETWORK ON AN "AS IS" BASIS WITH ALL FAULTS.  THE NETWORK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE NATIONAL ACCOUNTS OR OTHER LICENSED MATERIAL, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, ACCURACY, AND EFFORT IS WITH THE LICENSEE. LICENSEE ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED ON ANY ORAL OR WRITTEN INFORMATION OR ADVICE, WHETHER GIVEN BY THE NETWORK, OR ITS AGENTS OR EMPLOYEES.

7.	LIMITATION OF LIABILITY.  IN NO EVENT WILL THE NETWORK BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE LICENSED MATERIAL EVEN IF THE NETWORK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE NETWORK'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE LICENSED MATERIAL, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL IN NO EVENT EXCEED FIFTY DOLLARS (US$50).  LICENSEE ACKNOWLEDGES THAT THE NETWORK WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. 

8.	TERM AND TERMINATION

8.1	Term.  The term of this Agreement will begin on the Effective Date and will continue for a period of one (1) year or until the official release date of the 2007 Edition, whichever is greater ("Term"), unless terminated early pursuant to Section 8.2.  The Term will not be automatically renewed. 

8.2	Termination.  The Network may terminate this Agreement, effective immediately upon written notice to Licensee, if Licensee breaches any provision of this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from The Network.

8.3	Effects of Termination.  Upon termination or expiration of this Agreement for any reason, all licensed rights granted in this Agreement will immediately cease to exist, and Licensee must promptly discontinue all use of the Licensed Material, erase all copies of the Licensed Material from Licensee's computers, and return to The Network or destroy all copies of the Licensed Material in Licensee's possession or control and certify in writing to The Network that it has fully complied with these requirements.

8.4	Survival.  Sections 1 (Definitions), 3 (License Restrictions), 4 (Intellectual Property), 6 (Disclaimer of Warranties), 7 (Limitation of Liability), 8.3 (Effects of Termination), and 9 (General) will survive expiration or termination of this Agreement for any reason.

9.	GENERAL

9.1	No Maintenance or Support.  The Network is not required to provide any technical assistance or maintenance or support services with respect to the Licensed Material under this Agreement.

9.2	Compliance with Laws.  Licensee acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the Licensed Material.  Licensee agrees that it will not export or re-export the Licensed Material in any form in violation of the export or import laws of the United States or any foreign jurisdiction.  Licensee will defend, indemnify, and hold harmless The Network from and against any violation of such laws or regulations by Licensee or any of its agents, officers, directors, or employees.

9.3	Covenant Not to Sue.   Licensee agrees not to assert any claim or commence or maintain any action, suit or other proceeding during the term of this Agreement or at any time thereafter against The Network or other licensees of The Network alleging that the Licensed Material, or any portion thereof, or the use or distribution thereof infringe any copyrights, trade secrets, patents or other intellectual property rights owned or licensable by Licensee. 

9.4	Inspections.  Licensee will permit The Network or its representatives to review Licensee's relevant records and inspect Licensee's facilities to ensure compliance with this Agreement.  The Network will give Licensee at least ten (10) days advance notice of any such inspection and will conduct the same during normal business hours in a manner that does not unreasonably interfere with Licensee's normal operations.

9.5	Assignments.  Licensee may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement (including its licenses with respect to the Licensed Material) to any third party without The Network's prior written consent.  Any attempted assignment or transfer in violation of the foregoing will be void.

9.6	U.S. Government End Users.  If Licensee is a branch or agency of the United States Government, the following provision applies.  The Licensed Material includes or may include "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202 3.

9.7	Notices.  All notices, consents, and approvals under this Agreement must be delivered in writing by personal delivery, by courier, by facsimile (fax), or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth beneath such party's signature, and will be effective upon receipt or when delivery is refused three (3) business days after being deposited in the mail as required above, whichever occurs sooner.  Either party may change its address by giving notice of the new address to the other party.

9.8	Governing Law and Venue.  This Agreement, and any claim, dispute or controversy of whatever nature arising out of or relating to this Agreement, shall be governed by the laws of the State of California, without giving effect to any choice of law principles that would require the application of the laws of a different state.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.  Any action or proceeding arising from or relating to this Agreement must may be brought in a federal court in the Northern District of California or in state court in Alameda County, California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.  

9.9	Remedies.  Licensee acknowledges that the Licensed Material contains valuable trade secrets and proprietary information of The Network, that any actual or threatened breach of Section 3 will constitute immediate, irreparable harm to The Network for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.  If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive.

9.10	Waivers.  All waivers must be in writing.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

9.11	Severability.  If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.  Without limiting the generality of the foregoing, Licensee agrees that Section 7 will remain in effect notwithstanding the unenforceability of any provision in Section 6.

9.12	Construction.  The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement.  As used in this Agreement, the word "including" means "including but not limited to".

9.13	Entire Agreement.  This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral.  This Agreement may be amended only by a written document signed by both parties.  The terms of any purchase order or similar document submitted by Licensee to The Network will have no effect.


THE LICENSED MATERIAL IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

Copyright 2006, Global Footprint Network. All Rights Reserved.







EXHIBIT A: LICENSED MATERIAL

The licensed material consists of the National Footprint and Biocapacity Accounts calculations and results for Hungary and for the World using the 2006 Edition calculation methodology and reporting year 2002 data and results.




EXHIBIT B: NOTICE TO ACCOMPANY DISTRIBUTION OF THE ACCOUNTS

© Global Footprint Network 2004.  All rights reserved.  These materials contain confidential information of Global Footprint Network and may only be used for non-commercial academic research and study purposes and may not be further reproduced or disclosed.  Commercial and free academic licenses may be received from the Global Footprint Network at www.footprintnetwork.org.
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