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Licensing Agreement

This End-User License Agreement (this “EULA”) is a legal agreement between you (“Licensee”) and the American Institutes for Research (“Licensor”) relating to Licensor’s hosted MetaReviewer software, including any updates thereto (the “Software”) and any videos, manuals, information and documentation, and updates thereto, that may be provided by Licensor from time to time (the “Documentation”). If you are agreeing to this EULA on behalf of an entity or organization: (a) all references to Licensee in this EULA are to that entity or organization, and (b) you represent and warrant that you have the right, power, and authority to enter into this EULA on behalf of such entity or organization.

By using the Software, Licensee agrees to be bound by the terms and conditions set forth in this EULA. If Licensee does not agree to any term or condition set forth in this EULA, then Licensee may not access or use the Software or Documentation.
1. Registration; Responsibility for Your Account; Content and Information
1.1. Registration. Licensee will be required to create an account in order to access the Software and Documentation. Licensee agrees to (a) provide true, accurate, current, and complete information, and (b) maintain and promptly update information to keep it true, accurate, current, and complete.
2. License
2.1. License Grant. Subject to Licensee’s compliance with the terms and conditions of this EULA, Licensor hereby grants to Licensee a personal, revocable, royalty-free, non-exclusive, non-assignable, non-sublicenseable license to access and use the Software and Documentation, in the United States, for the sole purposes of conducting an Evidence Synthesis within the scope of Licensee’s research activities. As used herein, “Evidence Synthesis” means one or more of the following methodologies: scoping review, systematic review, literature review, evidence gap map or evidence and gap map, meta-analysis, and quantitative synthesis.
2.2. Restrictions. Licensee does not have the right to, and will not: (a) use the Software or Documentation for any revenue generating or other commercial purpose whatsoever; (b) access or use the Software or Documentation, except as expressly permitted pursuant to Section 2.1; (c) distribute, publish, share, disseminate, modify, or create derivative works based on, the Software or Documentation; (d) reverse engineer, decompile, or disassemble the Software, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Software; (e) assign, sell, rent, lease, sublicense, pledge, or otherwise transfer Licensee’s rights to access or use Software and/or Documentation, in whole or in part, to any third party; (f) use the Software in a manner that disparages the Licensor, or in any manner that Licensor may, in its sole discretion, deem harmful or inappropriate, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding the foregoing limitations; or (g) upload any viruses, worms, Trojan horses, keyboard loggers, time bombs, spyware, or any other malware into the Software or Licensor’s systems. All rights not expressly granted to the Licensee are reserved to the Licensor and all uses not expressly permitted hereunder are prohibited.
2.3. Licensor’s Right to Revoke. Licensor reserves the right, in its sole and absolute discretion, to limit or revoke Licensee’s license to access and use the Software in the event of Licensee’s breach of this EULA and/or it the event that Licensor deems Licensee’s use of the Software as inconsistent with purposes and/or the terms of this EULA.
2.4. No Support and Maintenance. Licensor shall not have any obligation to, but in its sole discretion may, modify the Software and Documentation, including providing updates, bug fixes, error corrections and other changes thereto. Licensor does not warrant that Licensee’s access and use of the Software will not be interrupted after any change has been made.
3. Compliance with Applicable Law. Licensee will access and use the Software and Documentation in compliance with all applicable international, federal, state and local laws and regulations.
4. Ownership. Licensor is the sole and exclusive owner off all right, title, and interest (including all intellectual property rights) in and to the Software and Documentation and no title to the Software or Documentation is transferred by Licensor to Licensee.
5. Third Party Materials. In using the Software, Licensee shall not enter or upload data, documents, databases, images, or any other materials (“Uploaded Materials”) that infringe or violate the intellectual property rights, privacy rights, publicity rights or any other rights of any third party. Licensee represents and warrants that it has obtained the permissions, licenses, and consents of all third parties that are necessary in connection with Licensee's use of the Uploaded Materials. Licensor shall have the right, but not the obligation, to monitor and remove any Uploaded Materials which Licensor deems violates any third party’s rights or is otherwise harmful to Licensor or others.
6. Term; Termination.
6.1. Term. The term of this EULA shall commence on the date Licensee first accesses the Software and/or Documentation and shall continue for an initial term of one (1) year, unless earlier terminated in accordance with this EULA. The term will automatically renew for successive one (1) year renewal terms, unless either party provides notice of non-renewal to the other party prior to the end of the then-current initial term or renewal term.
6.2. Termination. Licensee may terminate this EULA at any time, with or without cause, by ceasing to access and use the Software and Documentation. Licensor may terminate this EULA and/or suspend Licensee’s access and use of the Software and Documentation at any time, with or without cause, in which case Licensor may provide notice to Licensee of such termination.
6.3. Effect of Termination. Upon any termination or expiration of this EULA by either party, all licenses granted to Licensee will immediately terminate and Licensee will not have any access or ability to download any Uploaded Materials, and Sections will survive 4, 6.3, 7, 8, 9, 10, 11, 12, 13, 14 and 15 will survive.
7. WARRANTY DISCLAIMER. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED AS IS. LICENSOR HEREBY DISLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, IMPLIED, EXPRESS, COMMON-LAW, OR BASED ON A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND SECURITY, RELATING TO THE SOFTWARE AND DOCUMENTATION. LICENSOR DOES NOT WARRANT THAT: (A) THE SOFTWARE AND DOCUMENTATION (OR THE RESULTS OBTAINED FROM THE USE THEREOF) WILL BE TIMELY, ERROR-FREE, SECURE OR UNINTERRUPTED; (B) THE SOFTWARE OR DOCUMENTATION WILL MEET LICENSEE’S REQUIREMENTS; OR (C) ANY ERRORS OR MALFUNCTIONS IN THE SOFTWARE AND DOCUMENTATION WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF LICENSOR’S OBLIGATIONS HEREUNDER, AND THE LICENSEE MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
8. LIMITATION OF LIABILITY. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE, FOR ANY DIRECT OR INDIRECT DAMAGE, WHETHER ARISING IN CONTRACT, TORT, WARRANTY, OR OTHERWISE, INCLUDING LOSS OF PROFITS, INCOME, SAVINGS, DATA OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER DAMAGES, HOWEVER CAUSED. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, LICENSOR’S AGGREGATE LIABILITY TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE, SHALL NOT EXCEED THE FEES, IF ANY, ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE.
9. Indemnification. Licensee shall defend, indemnify, and hold Licensor, its subsidiaries, affiliated companies, agents, and the directors, officers, shareholders, employees, agents and representatives (“Indemnitees”) of the foregoing, harmless against and from any and all claims, damages, liabilities, costs and expenses (including attorneys’ fees and litigation costs) (“Liability”) arising out of any violation by Licensee of this EULA or any misuse or abuse of the Software. Further, Licensee hereby releases and discharges Licensor and its Indemnitees from any and all Liability relating to or arising out of the use of the Software and Documentation and any results obtained therefrom.
10. Governing Law; Jurisdiction. This EULA and all matters arising out of or relating to this EULA, the Software and/or the Documentation will be governed by the internal laws of the Commonwealth of Virginia, United States, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the Commonwealth or Virginia. Any legal action or proceeding relating to this EULA shall be brought exclusively in the courts located in Arlington County, Virginia, and each party consents and irrevocably agrees to submit to the personal and exclusive jurisdiction and venue of such courts (except that either party may seek injunctive relief in any court of competent jurisdiction).
11. Attorneys’ Fees. The prevailing party in any action to enforce this EULA shall be entitled to recover costs and expenses including, without limitation, attorneys’ fees, and litigation costs.
12. Assignment. Licensee may not assign, transfer, or sublicense this EULA, or Licensee’s rights hereunder, to any third party, by operation of law or otherwise. Licensor may assign, transfer or sublicense any or all of Licensor’s rights or obligations under this EULA, or relating to the Software and Documentation, without restriction.
13. Waiver; Severability. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power, or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of this EULA shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this EULA shall otherwise remain in full force and effect and enforceable.
14. Entire Agreement. This EULA constitutes the entire agreement between Licensor and Licensee relating to the subject matter hereof and supersedes all prior understandings of Licensor and Licensee, including any prior representation, statement, condition, or warranty.
15. Notices. Licensee authorizes Licensor to send Licensee notices at the most current email address Licensor has on file for Licensee’s account. Licensee agrees that such notice will be deemed sufficient notice and Licensee waives any rights to assert failure of notice for notices delivered to such email address. Any notices to Licensor may be sent to Licensor via email at the address found in the “Contact” section below.
16. Contact. If you have any questions regarding the meaning of application of this EULA, please direct such questions to support@metareviewer.org. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include sensitive information in your e-mail correspondence with us.