Diabetes Atlas Terms and Conditions

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE DIABETES ATLAS (D-ATLAS). IT CONTAINS SOFTWARE AND PROPRIETARY DATA OWNED BY THE NATIONAL MINORITY QUALITY FORUM. UPON ACCEPTANCE OF THE TERMS OF THIS LICENSE AGREEMENT, NATIONAL MINORITY QUALITY FORUM ("NMQF" OR "LICENSOR") WILL EXTEND LICENSES TO ITS CLIENTS FOR THEIR EXCLUSIVE USE BASED ON THE TERMS SET FORTH BELOW.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT USE THE D-ATLAS. COMPLETING AND ACCEPTING THIS FORM AND USING ANY PART OF THE D-ATLAS INDICATES THAT YOU ACCEPT THESE TERMS. THE PRODUCT IS PROVIDED "AS IS".

GRANT OF LICENSE: Licensor grants to you this personal, limited, non-exclusive, non-transferable, non-assignable license to view, identify and quantify disease disparities within geographic boundaries (the "License"). NMQF grants you the License for the exclusive purpose of highlighting the prevalence of type 2 diabetes to support advocacy and public affairs initiatives. NMQF grants you this License solely to use on a single computer for use by a single concurrent user only, and solely provided that you adhere to all of the terms and conditions of this Agreement. This applies to the computer software associated with the D-ATLAS together with any related documentation (including design, systems and user) and other materials for use in connection with such computer software in the D-ATLAS. The foregoing is an express limited use license and not an assignment, sale, or other transfer of the D-ATLAS or any Intellectual Property Rights (as defined below) of Licensor.

ASSENT: By logging on to the D-ATLAS, you agree that this Agreement is a legally binding and valid contract, agree to abide by the intellectual property laws and all of the terms and conditions of this Agreement, and further agree to take all necessary steps to ensure that the terms and conditions of this Agreement are not violated by any person or entity under your control or in your service.

OWNERSHIP OF SOFTWARE: The Licensor and/or its affiliates or subsidiaries own certain rights and have accepted certain data use agreements that may exist from time to time in this or any other jurisdiction, whether foreign or domestic, under patent law, copyright law, publicity rights law, moral rights law, trade secret law, trademark law, unfair competition law or other similar protections, regardless of whether or not such rights or protections are registered or perfected (the "Intellectual Property Rights"), in the D-ATLAS. ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO THE D-ATLAS ARE AND SHALL REMAIN IN LICENSOR.

NO COMMERCIAL USE: This License Agreement grants you the right to use the D-ATLAS for personal use of your organization/office of employment only. Commercial use of the software or of the work products resulting from its use is not permitted under this License Agreement. NMQF intends that the D-ATLAS, the maps and derivative data produced by the D-ATLAS will be exclusively used by the National Minority Quality Forum; advocacy groups and similar non-profit organizations; government employees including but not limited to members of local and national judicial, executive and legislative branches and their aides ("Policymakers"); Amylin Pharmaceuticals, Inc.; and Eli Lilly and Company (collectively, "Authorized Users"). By using any part of the D-ATLAS you ensure that you, your organization, or place of employment meets the qualifications of the defined category of "Authorized Users".

RESTRICTIONS: (a) You are expressly prohibited from copying, modifying, merging, selling, leasing, redistributing, assigning, or transferring in any matter the D-ATLAS, or any portion of the software thereof. (b) You are also expressly prohibited from reverse engineering, decompiling, translating, disassembling, deciphering, decrypting, or otherwise attempting to discover the source code of the D-ATLAS as the D-ATLAS contains proprietary material of Licensor. You may not otherwise modify, alter, adapt, port, or merge the D-ALTAS. (c) You may not remove, alter, deface, overprint or otherwise obscure Licensor LOGOS, patent, trademark, service mark or copyright notices. (d) You agree that the D-ATLAS will not be shipped, transferred or exported into any other country, or used in any manner prohibited by any government agency or any export laws, restrictions or regulations. (e) You may not distribute in any form of electronic or printed communication the materials within or otherwise related to the D-ALTAS, including but not limited to the object code, documentation, help files, examples, and benchmarks.

EXCEPTIONS: You may create copies of the data produced by the D-ATLAS for the sole purpose of furthering the understanding of and appreciation for the prevalence and demographic profile of patients with diabetes. You may distribute such maps or derivative data within your organization or place of employment in electronic and printed form. All maps or derivative data that you copy, print or distribute must contain the logos of the National Minority Quality Forum and Amylin Pharmaceuticals, Inc. and Eli Lilly and Company. In addition to the NMQF logo and the Amylin Lilly alliance logo, the following attribution must be prominently displayed: "Brought to you by the collaboration between NMQF, Amylin Pharmaceuticals, Inc. and Eli Lilly and Company".

LINKAGE TO THE D-ATLAS: No linkage from your or another web site is permitted without the written consent of the National Minority Quality Forum.

WARRANTIES AND DISCLAIMER: EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN LICENSOR AND YOU, THE D-ATLAS ARE NOW PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY THAT (i) THE D-ATLAS WILL MEET YOUR REQUIREMENTS, (ii) THE USE OF THE D-ATLAS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE QUALITY OF THE D-ATLAS WILL MEET YOUR EXPECTATIONS, AND/OR (v) YOU MAY USE, PRACTICE, EXECUTE, OR ACCESS THE D-ATLAS WITHOUT VIOLATING THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE D-ATLAS. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

SEVERABILITY: In the event any provision of this License Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefor.

ENTIRE AGREEMENT: This License Agreement (located at http://www.nmqf.org) sets forth the entire understanding and agreement between you and Licensor, supersedes all prior agreements, whether written or oral, with respect to the D-ATLAS, and may be amended only in a writing signed by both parties.