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NOTICE
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THE UNIVERSITY OF CHICAGO - SOFTWARE LICENSE AGREEMENT - FOR ACADEMIC NON-COMMERCIAL RESEARCH PURPOSES ONLY
PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT.
BY DOWNLOADING THE SOFTWARE, YOU REPRESENT, WARRANT AND AGREE THAT YOU ARE AUTHORIZED BY YOUR COMPANY, EMPLOYER OR INSTITUTION TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY, EMPLOYER OR INSTITUTION. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO DOWNLOAD THE SOFTWARE.
For all inquiries regarding commercial use, please contact the Polsky Center for Entrepreneurship and Innovation, University of Chicago at polskylicensing(at)uchicago.edu.
The parties to this Sketch-n-Sketch Software License Agreement (“Agreement”) are the University of Chicago (“Licensor”) having a place of business at 5801 South Ellis Ave., Chicago, IL 60637 and your company, employer or institution (collectively “End User”).
Licensor agrees to provide End User with Sketch-n-Sketch Software, University of Chicago reference numbers 18-T-062, a software program written by Dr. Ravi Chugh, Mr. Brian Hempel, Mr. Justin Lubin, Dr. Mikaël Mayer and colleagues (the “Software”) for End User’s academic non-commercial research purposes only, under the following conditions:
1. License
A. Install, run and maintain the Software on computers housed at its facilities for use in connection with the End User’s research and development purposes
B. Make one copy in machine-readable form solely for backup or archival purposes for the computers on which the Software is installed. The Software is protected by the copyright laws of the United States and other countries. As an express condition of this Agreement and the license granted hereunder, if the End User makes a backup or archival copy of the Software, the End User must reproduce on the backup or archival copy Licensor’s copyright notice and any other proprietary legends on the original copy supplied by Licensor
2. Restrictions
THE END USER MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, SUBLICENSE, OR OTHERWISE ASSIGN OR TRANSFER THE SOFTWARE, OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 1 ABOVE. END USER SHALL NOT REMOVE ANY COPYRIGHT OR PATENT NOTICE OR TRADE SECRET LEGEND FROM ANY COPY OF THE SOFTWARE, AND END USER SHALL NOT ASSERT AND SHALL NOT REPRESENT TO ANY THIRD PARTY THAT IT HAS ANY OWNERSHIP RIGHTS IN, OR THE RIGHT TO SELL, TRANSFER, ASSIGN OR SUB-LICENSE THE SOFTWARE.
3. Conflict With Other Documents
To the extent the terms of this Agreement conflict with the terms of any other agreement, including any license agreements, that have been executed by authorized representatives of the End User and the Licensor, the terms of this agreement shall be subordinate to the terms of those traditionally-executed documents.
4. Termination
This Agreement and the license granted hereunder is effective until terminated. This Agreement and the license granted hereunder will terminate immediately without notice from Licensor if the End User fails to comply with any of the provisions of this Agreement. Any use of the Software after such termination will exceed the scope of the license granted hereunder. Upon termination the End User must destroy the Software and all copies thereof, including backup or archival copies, and the End User may terminate this Agreement and the license granted hereunder at any time by doing so.
5. Disclaimer of Warranties
LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT. IN PARTICULAR , LICENSOR DISCLAIMS ANY WARRANTY WITH RESPECT TO (I) THE LICENSED SOFTWARE, INCLUDING BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, SAFETY OR USEFULNESS FOR ANY PURPOSE OF ANY INFORMATION PROVIDED BY LICENSOR TO END USER OF EITHER, WITH RESPECT TO THE LICENSED SOFTWARE AND ANY PRODUCTS DEVELOPED FROM THEM; OR (II) THE ACCURACY, SAFETY, OR USEFULNESS FOR ANY PURPOSE OF ANY PRODUCT OR PROCESS MADE OR CARRIED OUT IN ACCORDANCE WITH OR THROUGH THE USE OF THE LICENSED SOFTWARE. IN ADDITION, UNIVERSITY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLORY, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF LICENSOR, AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S LIABILITY UNDER THIS AGREEMENT AND ARISING FROM END USER’S USE OF THE SOFTWARE IS LIMITED TO THE AMOUNT OF FEES PAID BY END USER FOR THIS LICENSE AND ANY SUPPORT SERVICES PROVIDED. END USER’S EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT AND ITS PERFORMANCE SHALL BE EXPRESSLY LIMITED TO REFUND OF FEES PAID, REPAIR AND/OR REPLACEMENT OF THE SOFTWARE, AT LICENSOR’S DISCRETION AND OPTION. Some jurisdictions do not allow limiting implied warranties or liability for incidental or consequential damages, and some have consumer protection laws which may supersede the above limitations. As a result, these limitations may not apply to you.
7. Indemnification
End User agrees to indemnify, defend and hold harmless Licensor, Licensor’s Affiliates, and, as applicable, each of their respective present and former trustees, faculty, staff, employees, students, directors, officers, agents, successors and assigns (each a “Licensor Indemnitee”) from and against any and all judgments, losses, expenses, damages and/or liabilities (including, without limitation, any and all attorneys’ and expert witness fees and court costs), that a Licensor Indemnitee may incur from any and all claims, suits, actions and/or proceedings (collectively, “Claims”) arising out of, relating to, or incidental to (a) any act, error or omission of End User, including without limitation, any act, error, or omission of End User that results in injury or death to person, damage to property, products liability, and/or any injury to business (such as, but not limited to, business interruption or damage to reputation) arising out of, relating to, or incidental to the use of or other exploitation of the Software (b) a breach of this Agreement by End User or any allegation which, if true, would constitute a breach of this Agreement by End User, and/or (c) the use or other exploitation of the Software in the design, development, production, manufacture, sale or offer for sale, use, importation, lease, marketing, performance or promotion of any licensed product or licensed service by End User including, without limitation, claims for infringement or misappropriation of a third party’s intellectual property rights or product liability.
8. General
End User shall be solely responsible for compliance with all applicable laws, rules, and regulations with respect to End User’s possession and use of the Software, including, without limitation, the Arms Export Control Act, 22 U.S.C. Section 2751 et seq. and the Export Administration Act of 1979, as amended, as well as the International Traffic in Arms Regulations (IITARs) and the Export Administration Regulations (EARs).
Any waiver of a failure or delay in performance shall be effective only if in a writing signed by both parties, and only in accordance with its terms. The waiver of one breach or default shall not constitute the waiver of any subsequent breach or default and shall not act to amend or negate the rights of the parties under this Agreement.
End User authorizes Licensor to identify End User in marketing literature as a “customer” of Licensor.
This Agreement shall be governed by and construed in accordance with the laws of the state of Illinois, and the End User hereby submits to jurisdiction and venue in the courts of that state. All disputes arising out of this Agreement shall be heard exclusively in the courts of Cook County, Illinois, and the parties hereby consent to jurisdiction and venue in all such courts.
If End User uses or attempts to use all or any part of the Software beyond the scope of the license granted hereunder, then Licensor may seek and obtain such temporary, preliminary, or permanent injunctive relief (without the necessity of filing or posting a bond or other security) as a court of competent jurisdiction may award, it being acknowledged and agreed that any breach of this Agreement will result in irreparable injury which may not likely be redressed adequately through the payment of money damages alone.
Nothing in this Agreement creates a joint venture, partnership, principal-agent, employer/employee or mutual agency relationship between the parties. No party has any right or power under this Agreement to create any obligation, expressed or implied, on behalf of the other party.
If any one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable statute, rule of law or public policy then such provision shall be considered inoperative to the extent of such invalidity, illegality, or unenforceability and the remainder of this Agreement shall continue in full force and effect. The parties agree to replace any such invalid, illegal or unenforceable provision with a new provision that has the most nearly similar permissible economic effect.
Headings are included in this Agreement as a matter of convenience only and shall not be controlling with regard to the interpretation of this Agreement.
Either party may assign this Agreement, with written notice to the other party, to a person or entity that succeeds to all or substantially all of the assigning party’s assets by way of merger, sale, corporate reorganization or otherwise, provided the successor agrees in writing to assume all the obligations stated hereunder.
9. Acknowledgment
BY INSTALLING THIS SOFTWARE, THE END-USER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. Should you have any questions concerning this Agreement, contact Licensor at the following address:
George Chellapa
Technology Commercialization
Polsky Center for Entrepreneurship and Innovation
University of Chicago
1452 E 53rd St, 2nd floor
chellapa(at)uchicago.edu