OHSU Innovates

NON-EXCLUSIVE COPYRIGHT END-USER LICENSE AGREEMENT BETWEEN 

OHSU AND LICENSEE

PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE USING THE TRAINING FROM OHSU.  BY USING THE WORKPLACE MENTAL HEALTH SUPPORT TRAINING FOR LEADERS, YOU SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF THIS END USER LICENSE AGREEMENT AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THE TERMS.  AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS END USER LICENSE AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE THE OHSU TRAINING.

Oregon Health & Science University (“OHSU”) wishes to license its rights in OHSU Technology No. 3191, “Workplace Mental Health Support Training for Leaders,” which is a one-hour online training designed by one or more OHSU employees.  The Workplace Mental Health Support Training for Leaders, and any associated OHSU documentation of the training provided under this license, if any, are the “Copyright Materials.”  

Licensee (You) wishes to use the Copyright Materials and internally display the training to its members of an entity, but only up to the same number of people or less as the number of purchased seats to view the training, or in the case of a purchased source files, there is no limit on the number of individuals of the entity that may watch the training (“Licensed Use”).  OHSU is making such Copyright Materials available to be utilized for the public benefit to the fullest extent possible. As such, OHSU is willing to grant a license of Copyright Materials to Licensee subject to the terms and conditions set forth below (“Agreement”).

1. Grant of License.  Subject to the terms and conditions of this license, OHSU grants to Licensee a non-exclusive, non-sublicensable, non-transferable license (“License”) to use the Copyright Materials provided herein for the Licensed Use.  Licensee may not reproduce, make modifications or derivative works, including foreign language translations, distribute, display outside of one’s organization to third parties, or otherwise provide the Copyright Materials for any other language translation than provided above or for use in any purpose outside the Licensed Use without OHSU’s express permission. 

2. Acknowledgement.  Licensee agrees to acknowledge Oregon Health & Science University.  Reproduction in whole or in part is prohibited without the written consent of Oregon Health & Science University, and to acknowledge the author as the source of the Copyright Materials in any publications reporting use of it. 

3. Term and Termination.  This License shall commence on the date of payment for the Copyright Materials and shall terminate 1) one year after the effective date of the Agreement in the case of an "individual training seats" licensed use, or 2) five years after the effective date of the Agreement in the case of a "source files" licensed use. 

4. Authority.  OHSU represents that it is entitled and authorized to grant the rights specified in this Agreement.

5. No Distribution.  Licensee agrees to not distribute the Copyright Materials outside of Licensed Use to others without entering a separate agreement with OHSU expressly providing rights to do so.  Licensee shall refer any request for the Copyright Materials to OHSU.  OHSU and Licensee may separately agree in writing to authorize the sub-licensing of the Copyright Materials.  

6. Payment.  Licensee will pay a fee to OHSU for this license in accordance with OHSU’s Technology Transfer website.   For clarity, pricing is as follows:  for individual seats of an entity, the pricing is $75 / seat for industry and $50 / seat for use by government agencies, academic universities and/or non-profit organizations. Source files for the one-hour training may be purchased at a flat rate of $25,000.  At the time of entering this license, the user picked which payment tier suits them best, submitted payment, and this License Agreement shall confer an appropriate Licensed Use scope. 

7. Disclaimer of Warranties and Obligations.  OHSU does not warrant the validity of the Copyright Materials and makes no representations whatsoever (a) with regard to the scope, accuracy, completeness or usefulness of the Copyright Materials; (b) that the Copyright Materials can be exploited without infringing other intellectual property rights of third parties; or (c) that the Copyright Materials will accomplish any particular results or are safe or fit for any purpose. Except as expressly provided in this Agreement, all information, materials, services, subject matter defined by copyright, intellectual property and other property or rights granted or provided by OHSU under this Agreement are on an AS IS basis, and OHSU makes no other warranties, expressed or implied, as to any matter, and OHSU expressly disclaims the warranties of merchantability, fitness for a particular purpose, exclusivity or results obtained from use.

8. Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of Oregon without reference to its choice of law provisions or the International Convention on the Sale of Goods.

9. Notices to OHSU.  Attention: Director, Technology Transfer, Oregon Health & Science University, 3181 SW Sam Jackson Park Road, L106TT, Portland, Oregon 97239 USA, Earth, Phone: 503-494-8200, Fax: 503-494-4729, Email: techmgmt@ohsu.edu.

This License is a complete and exclusive statement of the terms and conditions of the agreement between Licensee and OHSU.