This Software License Agreement (the “Agreement”) is between The Trustees of Columbia University in the City of New York, a non-profit private educational institution, having a principal place of business at 116th St. and Broadway, New York, New York 10027, U.S.A. (“Columbia”) and You (as defined as the Customer).
1. License Grant. Columbia grants You a non-exclusive and non-transferable license to install, display, and use: one (1) copy of A tool to measure capture-to-display latency and frame-rate. Commercial License. (Columbia University Invention Report m09-086) (the “Program”) for each of 1-1 Users. “Users” means Your employees. The foregoing license is limited to no more than the maximum number of users You have paid for. Columbia reserves the right to make corrections, improvements or enhancements to the Program without notice to You and without obligation to furnish the said corrections, improvements or enhancements to You. The Program shall not be supplied and no access shall be provided to third parties without the prior written consent of Columbia.
2. Restrictions. You will not (i) reproduce or copy the Program, except that You may make one (1) copy of the Program solely for archival purposes, provided that You agree to reproduce all copyright and other proprietary right notices on the archival copy; (ii) use, or cause or permit the use of, the Program in whole or in part for any purpose other than as permitted under this Agreement; (iii) distribute, sell, lease, sublicense or otherwise transfer rights to the Program to any third party; (iv) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Program (except to the extent applicable laws specifically prohibit such restriction); (v) modify or create any derivative works of the Program, including translation or localization; or (vi) remove or alter any patent, trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Program.
3. License Fee. In consideration of the license granted under Section 1 of this Agreement, You shall pay Columbia as follows:
(i) License Fee: A nonrefundable, non-recoverable and non-creditable license fee in the sum of 300.0, payable within five (5) days of execution of this Agreement (Effective Date);
The prospective licensee (“Licensee”) has read and
agreed to the license terms. The Licensee further represents that
the Licensee has taken all actions necessary or appropriate to make the
agreement enforceable in the Licensee’s home country and institution,
including, if necessary printing, signing, and retaining a copy of the license.
The Licensee represents that the Licensee is not (and is not owned or
controlled in whole or in part by) a Specially Designated National or a Blocked
Person as those terms are defined by the U.S. Office of Foreign Assets Control,
and is not otherwise barred under U.S. and other applicable law from obtaining,
possessing, and using the software and materials that are the subject of the
license. Licensee further represents that the Licensee will not use the
software for any purposes prohibited by the U.S. export and trade controls
laws, including, without limitation, nuclear, chemical, or biological weapons
4. Term and Termination. This Agreement shall be in effect for a term of 3 years from the Effective Date unless earlier terminated in accordance with this Section 4. If YOU are in good standing under this license and wish to renew the term of this Agreement, then within 10 business days of expiration of the then current term, you shall send written notice of your desire to renew for a 3 year term along with payment of the License Fee for the next term. You may terminate this Agreement at any time by destroying all copies of the Program. This Agreement, and the rights granted hereunder, will terminate automatically, and without any further notice from or action by Columbia, if You fail to comply with any obligation set forth herein. Upon termination, You must immediately cease use and destroy all copies of the Program and verify such destruction in writing. Columbia shall have the right to disable electronically Your unauthorized use of the Program and resort to other “self help” measures Columbia deems appropriate. Sections 2, 4-11 and 12-15 shall survive expiration or termination of this Agreement.
5. No Obligation to Support. It is understood and agreed that Columbia will provide no maintenance or installation services of any kind, error corrections, bug fixes, patches, updates or other modifications hereunder except as set forth below:
(i) one (1) thirty (30) minute phone call with a Columbia Program developer, to be conducted at a mutually agreed upon time and within the first month of this license; and
(ii) one (1) hour of technical support, either electronic or telephonic, regarding installation and running of the Program, such support to be provided at a mutually agreed upon time and within the first 2 weeks of the license.
6. Proprietary rights. Title to the Program, and patents, copyrights, trademarks and all other intellectual property rights applicable thereto, shall at all times remain solely and exclusively with Columbia and its suppliers, and You shall not take any action inconsistent with such ownership. Any rights not expressly granted herein are reserved to Columbia and its suppliers. You will not use or display any trademark, trade name, insignia, or symbols of Columbia, its faculties or departments, or any variation or combination thereof, or the name of any trustee, faculty member, other employee, or student of Columbia, for any purpose whatsoever without Columbia’s prior written consent.
7. NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COLUMBIA DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, FITNESS, ADEQUACY OR SUITABILITY FOR A PARTICULAR PURPOSE, USE OR RESULT, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND ANY WARRANTIES OF FREEDOM FROM INFRINGEMENT OF ANY DOMESTIC OR FOREIGN PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER PROPRIETARY RIGHTS OF ANY PARTY. COLUMBIA SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN COMBINATIONS OR IN A MANNER SELECTED FOR USE BY YOU, OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
8. LIMITATION OF LIABILITY. IN NO EVENT SHALL COLUMBIA BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, LOST PROFITS, LOSS OF USE OF EQUIPMENT OR LOST CONTRACTS OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PROGRAM OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED, EVEN IF COLUMBIA HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
COLUMBIA’S ENTIRE LIABILITY TO YOU, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION OR THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR WARRANTY), SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF TEN U.S. DOLLARS ($10.00).
9. You agree that you are responsible for all acts and omissions of Your users in connection with the use of the Program. You shall indemnify, defend, and hold harmless Columbia, its trustees, officers, faculty, employees, students and agents, from and against any and all actions, suits, claims, demands, prosecutions, liabilities, costs, expenses, damages, deficiencies, losses or obligations (including attorneys’ fees) based on or relating to your use of the Program or violations of this Agreement. You shall reimburse Columbia for the actual fees, costs, and expenses (including attorneys’ fees) that it may incur in enforcing this provision.
10. Exports. You agree to comply with all applicable export laws and regulations of all jurisdictions with respect to the Program and obtain, at your own expense, any required permits or export clearances, copies of which you shall provide to Columbia prior to such export.
11. U.S. Government Agencies. If You are an agency of the United States Government, the Program constitutes “commercial computer software” or “commercial computer software documentation.” Absent a written agreement to the contrary, the Government's rights with respect to the Program are limited by the terms of this Agreement, pursuant to FAR 12.212(a) and/or DFARS 227.7202-4, as applicable.
12. Assignment. Neither this Agreement nor any rights, obligations or licenses granted hereunder may be assigned or delegated by You without the prior written consent of Columbia. This Agreement shall inure to the benefit of the parties and their permitted successors and assigns.
13. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by New York law applicable to agreements made and to be fully performed in New York, without reference to the conflict of laws principles of any jurisdiction. The parties agree that any and all claims arising under this Agreement or relating thereto shall be heard and determined either in the United States District Court for the Southern District of New York or in the Courts of the State of New York located in the City and County of New York, and the parties agree to submit themselves to the personal jurisdiction of those Courts and to waive any objections as to the convenience of the forum.
14. Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15. Miscellaneous. (a) This Agreement and its exhibits contain the entire understanding and agreement between the parties respecting the subject matter hereof. (b) This Agreement may not be supplemented, modified, amended, released or discharged except by an instrument in writing signed by each party's duly authorized representative. (c) All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. (d) Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind. (e) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.
The prospective licensee (“Licensee”) has read and agreed to the license terms. The Licensee further represents that the Licensee has taken all actions necessary or appropriate to make the agreement enforceable in the Licensee’s home country and institution, including, if necessary printing, signing, and retaining a copy of the license. The Licensee represents that the Licensee is not (and is not owned or controlled in whole or in part by) a Specially Designated National or a Blocked Person as those terms are defined by the U.S. Office of Foreign Assets Control, and is not otherwise barred under U.S. and other applicable law from obtaining, possessing, and using the software and materials that are the subject of the license. Licensee further represents that the Licensee will not use the software for any purposes prohibited by the U.S. export and trade controls laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.