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License Seats: 100

License Fee: $1000

Licensee:
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This agreement ("Agreement") grants the Licensee a nonexclusive, perpetual license to use the licensed software, and to permit other authorized persons to use the licensed software, solely for the internal operations of the Licensee and its authorized users. The Licensee may duplicate and furnish the licensed number of copies ("License Seats") of Kermit software (Kermit 95, C-Kermit, or MS-DOS Kermit, as appropriate to each computer) to its employees, contractors, customers, or clients ("Permitted Users"). Permitted Users may not subcontract, assign, or transfer the copies of software to any other person.

The terms of this Agreement apply to each copy of (i) the software and (ii) any related documentation that Columbia may provide to the Licensee from time to time (collectively, the "Licensed Materials"). As described below, this Agreement expressly excludes any obligation to provide any maintenance or support services; however, if Columbia in its discretion provides any patches, upgrades, and other changes to the software, the Licensed Materials will include all such materials.

The Licensee is responsible for ensuring compliance with the terms and conditions of this Agreement by the Permitted Users, including compliance with the License Seats limitation. As part of these obligations, the Licensee must exercise reasonable measures to prevent any unauthorized use or access to the Licensed Materials by any unauthorized person, including unauthorized duplication and redistribution of the software in any form or placing the software on file servers, ftp servers, or Web pages that are accessible to unauthorized persons. The Licensee and its Permitted Users may not remove or modify any markings or notices that may be appear on copies of the Licensed Materials.

THIS AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE OR SUPPORT, and any end-user technical support to Permitted Users will be furnished by the Licensee. Columbia makes no commitment to issue upgrades, patches, or other changes to the Licensed Materials at any time. Columbia has no responsibility for third-party software or equipment that may be required to use the Licensed Materials.

Important: The Licensed Materials and any services provided by Columbia in connection with this Agreement are provided "as is", without representation or warranty of any type whatsoever by the Kermit Project or The Trustees of Columbia University in the City of New York, or any of its or their trustees, faculty, officers, staff, or students, (collectively, "Columbia"). Columbia expressly disclaims, without limitation, any implied warranties of fitness for any purpose, merchantability, and non-infringement. Use of the Licensed Materials and any associated services is at the Licensee's and the Permitted Users' sole risk. Columbia's maximum total liability arising from or relating to this Agreement, the Licensed Materials and services, and all obligations, activities, and actions thereunder or related thereto, shall in no event exceed $5,000 (U.S.), in the aggregate for all damages and claims whatsoever. Columbia will not be liable for any special, indirect, incidental, consequential, or exemplary damages (or any comparable category or form of such damages, however characterized in any jurisdiction) or for any lost profits, lost data, delays, interruption of business, or lost business, arising out of or relating to this Agreement, the Licensed Materials or associated services or their performance, regardless of the form of action, whether in contract, negligence, tort, strict liability, products liability, or otherwise, and even if foreseeable or if Columbia has been advised of the possibility of such damages. Columbia will not be responsible to the Licensee for any third-party claims brought against the Licensee, whether or not from its Permitted Users. The Licensed Materials are not intended for use in any nuclear, aviation, mass transit, or other inherently dangerous applications. It shall be the Licensee's responsibility to take all appropriate fail-safe, backup, redundancy and other measures to ensure the safe use of the Licensed Materials. Accordingly, to the fullest extent permitted under applicable law, the Licensee agrees to indemnify, defend, and hold harmless Columbia from any claims, actions, losses, liabilities, judgments, costs and expenses, arising from or related to this Agreement or Licensee's or its Permitted Users' use of the Licensed Materials. No action, regardless of form, arising from or relating to this Agreement may be brought by Licensee against Columbia more than two years after the cause of action has accrued.

Columbia may terminate this Agreement if the Licensee fails to comply with these terms. If Columbia does so, the Licensee must destroy all copies of the software and revoke all permitted use.

The Licensee agrees to comply with all relevant export laws and regulations of the United States ("Export laws"). The Licensed Materials may not be exported, directly or indirectly, in violation of Export laws or be used for any purposes prohibited by the Export laws, including without limitation nuclear, chemical, or biological weapons proliferation.

The Permitted Users are not third-party beneficiaries to this Agreement, and no other person is intended to be a third-party beneficiary. Licensee may not transfer or assign this Agreement, in whole or in part, to any other person without Columbia's prior written consent, and any attempt to do so shall be void.

Columbia will not be responsible for any failure to fulfill its obligations due to causes beyond its control.

This Agreement is governed by New York law applicable to agreements made and to be performed entirely in New York. The terms and conditions set forth in this Agreement as provided by Columbia and accepted by the Licensee set forth the entire agreement between the parties and supersede all previous agreements, written or oral. Without limitation, any marketing or program materials, whether in hard-copy or digital format, and any statements or commitments by Columbia staff, that are not expressly referenced in this Agreement will not have any legal force and effect and are expressly disclaimed by Columbia. No course of dealing, trade, custom or usage of trade, and no warranty or promise made during the course of performance, will vary, add to, detract from, or supersede the terms of this Agreement, unless expressly agreed to in writing signed by an authorized vice president of Columbia.

Kermit, Communication / File Tansfer Protocol