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Automated Bag Ventilation Machine License and Terms
AutoVent Foundation (“Company”) has developed and acquired certain rights to an automated bag ventilation machine (the “ABVM”). For purposes of helping the public good, Company wants to make the drawings and specifications for the ABVM (the “Documents”) and certain software that operates the ABVM (the “Software”) available to all under and subject to the terms of this ABVM System License and Terms (these “Terms”).
By clicking “Accept” you accept and agree to be bound by these Terms. Your use of any of the Documents or Software will be acceptance of these Terms. If you come into possession of the Documents or Software without having accepted these Terms through Company’s website, then you have no right or license to use the Documents or Software other than in strict compliance with these Terms.
For purpose of these Terms, “you” means both the individual person who accepts these Terms or uses the Documents or Software, and the entity using or on whose behalf is used the Documents or Software.
Format. These Terms consist of four Parts.
Part 1: Disclaimers, Limitation of Liability and Indemnification
Company is making the Documents and Software available free of charge and for the public good, and Company is not normally in the business of designing, manufacturing, or selling medical products, such as the ABVM. As such, Company would not distribute or make available the Documents or Software other than pursuant to the protections provided in this Part 1. If any court of competent jurisdiction seeks to invalidate or modify these provisions, they shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer, waiver of all liability, and full protection of Company.
Disclaimer. COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, IN CONNECTION WITH THESE TERMS, THE ABVM, THE DOCUMENTS, AND THE SOFTWARE, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY: (A) SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, OFFER FOR SALE, SALE, OR IMPORT OF THE ABVM OR ANY FUTURE IMPROVEMENT OR MODIFICATION THEREOF (EACH, A “ABVM PRODUCT”) OR OTHER PRODUCT OR OTHERWISE IN CONNECTION WITH THE USE OF THE DOCUMENTS OR SOFTWARE; AND (B) MAKES NO REPRESENTATION OR WARRANTY THAT ANY ABVM PRODUCTS HAS BEEN APPROVED (BY THE FDA OR OTHERWISE) OR IS FIT FOR USE FOR HUMANS AS A MEDICAL DEVICE.
Limitation of Liability. COMPANY WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR USE OF THE DOCUMENTS OR SOFTWARE HEREUNDER OR ANY ABVM PRODUCT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification. You shall indemnify, defend, and hold harmless Company, its licensors, and each of their its affiliates, officers, directors, employees, agents, and representatives against all losses, liabilities, claims, damages, actions, fines, penalties, expenses or costs (including court costs and reasonable attorneys’ fees) arising out of or in connection with any third-party claim, suit, action, or proceeding relating to use by you or anyone on your behalf of any Document or Software or the manufacture, use, marketing, offer for sale, sale, or importation of any ABVM Product, including any products liability claims or claims related to personal injury or death associated with any ABVM Product. YOU ACKNOWLEDGE THAT THIS INDEMNIFICATION MAY PROVIDE INDEMNIFIED PERSONS WITH INDEMNIFICATION FOR CLAIMS RESULTING FROM SUCH INDEMNIFIED PERSON’S OWN NEGLIGENCE AND AGREE THAT THIS INDEMNIFICATION SHALL STILL REMAIN EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NOTWITHSTANDING THAT FACT.
Part 2: Use of Documents
Your exercise of the Licensed IP is expressly made subject to the following conditions.
In addition to the conditions in Section 3a, if you Share Adapted Material you produce, the following conditions also apply.
Part 3: Use of Software
Your use of the Software is subject to the terms and conditions in this Part 3.
Copyright 2020 AutoVent Foundation
Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
THIS SOFTWARE IS PROVIDED BY COMPANY AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL COMPANY OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
To the extent the Software contains any software code of a third-party other than Company that is made available under its own open source license, such third-party software is made available subject to the terms of its relevant open source license and not these Terms.
Part 4: General
Term. These Terms will remain in place until terminated by Company upon written notice to you. If you fail to comply with these Terms, then your rights and licenses under these Terms terminate automatically. For the avoidance of doubt, this Section does not affect any right Company may have to seek remedies for your violations of these Terms. Part 1 and Part 4 survive termination of these Terms.
Assignment. You may not assign or transfer any of your rights or obligations under these Terms. Any purported assignment or transfer in violation of the foregoing will be void and of no force and effect.
Amendments; No Third-Party Beneficiaries. These Terms solely benefit the parties and their respective permitted successors and assigns and nothing (other than the indemnification provisions above) in these Terms, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
Severability. If any portion of these Terms is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
Governing Law. These Terms and all matters arising out of or in connection with these Terms, are governed by, and construed in accordance with, the laws of the State of Vermont, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Vermont.
Waiver. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof, nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Entire Agreement. These Terms constitute the sole and entire agreement of Company and you with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. For the avoidance of doubt, Company may also offer Documents and Software under separate terms or conditions or stop distributing the Documents and Software at any time; however, doing so will not terminate these Terms.
 Beta: Please advise as to desired Open Source License to use. The BSD is fairly permissive license and will allow others to make general use of the software.
 Beta: This license allows users to further disseminate the Plans. We kept this as it is consistent with the goal of getting the ABVM plans in the most people’s hands, but please advise if you want to limit this. Also, please advise if Beta wants to have any part of the plans remain subject to confidentiality.
 Beta: This allows the users to make modifications to the ABVM plans. Confirm this is acceptable.
 Beta: Please review and confirm that this limitation is desired by Beta.