Terms and Conditions for GroundWorks

1.Use and Acceptance

This web site (the “ GroundWorks ” platform) contains information, images and/or other materials related to the University of Michigan’s (“ UMICH ”) Alliance for Arts in Research Universities (“ a2ru ”) Program and other programs (collectively the “ Materials ”). By viewing or using the Site, you are agreeing to these terms and conditions (“ Terms of Use ”). Please read these Terms of Use carefully. If you do not agree to these Terms of Use, please do not view or use the GroundWorks platform.

2.Modifications

a2ru may update, change or otherwise modify these Terms of Use from time to time without notice to you. You must review these Terms of Use each time you view or use GroundWorks to make sure you still agree to them. By viewing or using GroundWorks after changes have been made to these Terms of Use, you are agreeing to the modified Terms of Use.

3.Authority; No Assignment

You agree that you have the legal right and ability to agree to these Terms of Use and that you will use GroundWorks and the Materials in a manner consistent with these Terms of Use. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you.

4.Authorized Use of GroundWorks

You may use GroundWorks only for your own personal viewing (unless you have a GroundWorks Account, which permits GroundWorks Account holders to make additional uses of the GroundWorks). You may not use GroundWorks for any unlawful purpose. You may not engage in any conduct that violates any applicable local, state, national or international laws (including, without limitation copyright and/or other intellectual property laws) or these Terms of Use or that restricts or inhibits any other user from using or enjoying GroundWorks.

5.Copyrights and Trademarks

The GroundWorks and the Materials may contain copyrighted works, trademarks and/or other proprietary material owned by a2ru or third parties. Except as otherwise stated herein, you may not copy, reproduce, publish, post, transmit, display, store, sublicense, transfer or distribute Material from GroundWorks without written permission from a2ru or the applicable third party copyright owners. You may not modify, alter, revise, paraphrase, omit, or change any Materials on or from GroundWorks without written permission of a2ru or the applicable third party copyright owners. You may not create derivative works, based in whole or in part upon the Materials on GroundWorks except as expressly authorized. You may not modify, amend, re- size of or in any way obliterate any warning, notice, liability limitation, or other license provision in Materials on GroundWorks provided by a2ru for itself or other content providers.

Nothing contained on GroundWorks or in the Materials should be construed as granting, by implication, estoppel or otherwise, any license or right in and to a2ru trademarks or copyrighted material of a2ru or any third party without the express written permission of the applicable party.

6.Disclaimers

a2ru makes NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, RELIABILITY, OR COMPREHENSIVENESS OF ANY INFORMATION OR MATERIALS ON GROUNDWORKS. THE INFORMATION AND MATERIALS ON GROUNDWORKS ARE PROVIDED ON AN “ AS IS” “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, A2RU DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO INFORMATION AND MATERIALS ON GROUNDWORKS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. A2RU DOES NOT GUARANTEE UNINTERRUPTED OR SECURE ACCESS TO GROUNDWORKS OR THE MATERIALS. A2RU CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT any MATERIALS WILL BE FREE FROM INFECTIONS OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU HEREBY AGREE TO RELEASE AND HOLD HARMLESS A2RU FROM ANY AND ALL CLAIMS, LOSSES, EXPENSES OR DAMAGES RELATING TO ANY DISCLAIMED WARRANTY DESCRIBED IN THIS PARAGRAPH. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG IMPLIED WARRANTIES LAST OR THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THAT THESE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, SUCH DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

7.Limitation of Liability

BY ACCESSING AND USING GROUNDWORKS AND/OR ANY MATERIALS, YOU AGREE TO HOLD HARMLESS AND WAIVE ANY AND ALL CLAIMS AGAINST A2RU REGARDING THE MATERIALS PROVIDED ON GROUNDWORKS AND ANY USE BY YOU OF SUCH MATERIALS. YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL A2RUa2ru BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFITS, GOODWILL, BUSINESS INTERRUPTION, USE, DATA, EQUIPMENT OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM (1) THE USE OF OR INABILITY TO USE GROUNDWORKS or any MATERIALS (2) THE CONSEQUENCES OF ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU OR BY ANYONE TO WHOM YOU COMMUNICATE SUCH MATERIALS, OR FOR ANY ERRORS BY YOU IN COMMUNICATING SUCH MATERIALS; OR (3) ANY OTHER MATTER RELATING TO THE MATERIALS OR DISTRIBUTION OF MATERIALS THROUGH GROUNDWORKS. A2RU SHALL NOT BE LIABLE FOR DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING FROM ANY USE OF ANY MATERIALS OBTAINED THROUGH GROUNDWORKS. A2RU’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE OR CLAIM RELATED TO THESE TERMS OF USE AND/OR ANY MATERIALS IS YOUR CESSATION OF THE USE OF GROUNDWORKS AND/OR ANY AND ALL MATERIALS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY CERTAIN KINDS OF DAMAGES, IN SUCH STATES A2RU’s LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

8.Indemnity

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY AND HOLD A2RU HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR VIOLATION OF THESE TERMS OF USE.

9.Severability

If a court determines that any portion of these Terms of Use is illegal or unenforceable, the remaining Terms of Use will remain in force and effect.

10.Entire Agreement; Jurisdiction and Choice of Law and Forum

These Terms of Use (including the GroundWorks Account provisions if you are a GroundWorks Account holder) constitute your entire agreement with a2ru regarding GroundWorks and Materials, and supersedes all prior or contemporaneous communications, whether electronic, oral or written between the user and a2ru with respect to GroundWorks or Materials. To the maximum extent permitted by applicable law, these Terms of Use, the Materials, and any and all claims relating thereto are governed by the laws of the Commonwealth of Pennsylvania, without regard for its conflicts of law provisions. You expressly and irrevocably agree that exclusive jurisdiction and venue for any claim or dispute with a2ru, its employees, contractors, officers, directors, and content providers or relating in any way to your use of GroundWorks and/or the Materials resides in an appropriate federal or state court located in Allegheny County, Pennsylvania, and you further expressly and irrevocably consent to the exercise of personal jurisdiction in those courts over any action brought relating to these Terms of Use or the Materials.

11.Links to Other Sites

GroundWorks may from time to time provide links to other web sites (“ Linked Sites ”). Such Linked Sites are not under the control of a2ru, and a2ru is not responsible for the contents or operation of any Linked Site. The inclusion of a link does not imply endorsement by a2ru. The terms of use of Linked Sites may differ from these Terms of Use.