License Agreement

License Agreement

THIS LICENSE AGREEMENT (THIS “AGREEMENT”) SETS OUT THE TERMS OF A LEGALLY BINDING AGREEMENT BETWEEN YOU AND New York State Energy Research and Development Authority (“NYSERDA” or “Competition Sponsor”) FOR YOUR USE OF THE DATA MADE AVAILABLE VIA THE EXPLORE THE SUBMISSIONS PAGE (THE “DATA”). BY CLICKING "I AGREE" AND/OR BY ACCESSING AND USING THE EXPLORE THE SUBMISSIONS PAGE OR THE DATA, AS APPLICABLE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, YOU MUST CEASE USING THE EXPLORE THE SUBMISISONS PAGE AND REFRAIN FROM DOWNLOADING OR USING ANY DATA. IF YOU ARE ACTING IN THE SCOPE OF YOUR EMPLOYMENT, OR OTHERWISE ACTING ON BEHALF OF ANOTHER PERSON OR ENTITY, THEN YOU ARE ALSO AGREEING TO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR SUCH OTHER PERSON OR ENTITY, AS APPLICABLE. YOU HEREBY AGREE TO THE FOLLOWING:

A. The Data includes content submitted in connection with the New York Clean Transportation Prizes program, and may include videos hosted on YouTube and Adobe PDF files. You agree not to use such information for any purpose, and to delete any such information from any Data you download (and any copies of such information). You agree to only access and download the Data through the interfaces and mechanisms provided by the Explore Submissions Page, and not to circumvent or attempt to circumvent any access controls or limitations.

B. Subject to the terms and conditions of this Agreement, the Competition Sponsor hereby grants to you a limited, non-exclusive, royalty-free, non-transferable license (with no right to sublicense) to use the Data internally for your non-commercial informational purposes. You agree not to use the Data for any other purpose, including marketing or commercial purposes. You may make a reasonable number of copies of the Data for such purpose, but you otherwise agree not to reproduce the Data. You further agree not to distribute or create derivative works of the Data. As between You and the Competition Sponsor, the Data shall at all times will remain the exclusive property of the Competition Sponsor (including all copyrights, trade secrets, trademarks, patents and other similar proprietary rights therein). You agree that you are not acquiring any rights to the Data other than the limited license granted hereunder.

C. If at any time during the term of this Agreement, You breach any of the terms herein, the Competition Sponsor may immediately terminate this Agreement. Upon expiration or termination of this Agreement for any reason, You agree to stop using the Data and to destroy all copies thereof.

D. This Agreement shall be interpreted and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws, and with the same force and effect as if fully executed and performed therein, and the laws of the United States of America.

E. You shall indemnify and hold harmless the Competition Sponsor, their Trustees, officers, employees, agents, representatives, Carrot, and applicable third-party Data vendors and providers, and the applicants who submitted the Data, against any and all losses, liability, and damages (including reasonable attorneys’ fees and costs imposed in any judgment or order) which may arise in connection with any claim or action threatened or brought against any of them arising due to a breach of Your obligations under this Agreement. The Competition Sponsor, the Initiative, or such other parties, shall have the right to defend against any such claims or actions using counsel of their choice.

THE DATA ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE COMPETITION SPONSOR HEREBY DISCLAIMS ANY AND ALL WARRANTIES REGARDING THE DATA, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPETITION SPONSOR DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF THE DATA.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL THE COMPETITION SPONSOR BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, BUSINESS OPPORTUNITY OR DATA, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT OR OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER THE COMPETITION SPONSOR OR THE INITIATIVE KNEW OF, SHOULD HAVE KNOWN OF OR WAS INFORMED OF THE POSSIBLITY OF ANY SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL THE COMPETITION SPONSOR’S AND THE INITIATIVE’S AGGREGATE LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE GREATER OF THE TOTAL LICENSE FEES PAID BY YOU FOR THE USE OF THE DATA OR US $100, WHETHER ARISING IN CONTRACT, TORT OR OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER THE COMPETITION SPONSOR OR THE INITIATIVE KNEW OF, SHOULD HAVE KNOWN OF OR WAS INFORMED OF THE POSSIBLITY OF ANY SUCH LIABILITY.

IT IS AGREED THAT CERTAIN OF YOUR OBLIGATIONS UNDER THIS AGREEMENT, WHICH, BY THEIR NATURE WOULD CONTINUE BEYOND THE TERMINATION OR EXPIRATION OF THIS AGREEMENT, SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT. SUCH OBLIGATIONS INCLUDE, BY WAY OF ILLUSTRATION ONLY AND NOT LIMIATION, THE RESTRICTIONS REGARDING YOUR USE OFTHE DATA, THE WARRANTY DISCLAIMERS, EXCLUSION OF CONSEQUENTIAL DAMAGES ANDLIMITATION OF LIABILITY.

This Agreement contains the entire agreement and understanding between the parties and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to all or any part of the undertakings set forth in this Agreement. Any amendments or modification to this Agreement must be in writing, dated, and signed by the parties. The term “including” means “including without limitation.”