End-User License Agreement
UM Office of Technology Transfer File: 3582
This Agreement is made by and between The Regents of
The University of Michigan, a constitutional corporation of the State of
Michigan, ("MICHIGAN") and LICENSEE.
University of Michigan through its Department of Pharmacology has developed a
proprietary web-enabled database application and related documentation, known
as MScreen, for tracking and
analyzing high-throughput chemical screening information, and further
defined in MICHIGAN Office of Technology Transfer file 3582, (hereinafter
referred to as "PROGRAM"); and
desires to obtain and MICHIGAN, consistent with its mission of education and
research, desires to grant a license to access and use PROGRAM subject to the
terms and conditions set forth below.
The parties therefore agree as follows:
MICHIGAN hereby grants to LICENSEE a one-year, non-exclusive, non-transferable right to use the PROGRAM, in executable form only, for internal research and evaluation purposes only and subject to the terms and conditions of this Agreement.
II. LIMITATION OF LICENSE AND RESTRICTIONS
A. LICENSEE shall not use, print, copy, translate, reverse engineer, decompile, disassemble, modify, create derivative works of or publicly display the PROGRAM, in whole or in part, unless expressly authorized by this Agreement.
B. LICENSEE agrees that it shall use the PROGRAM only for LICENSEE'S sole and exclusive use, and shall not disclose, sell, license, make available, or otherwise distribute the PROGRAM to any third party without the prior written consent of MICHIGAN. LICENSEE shall not assign this Agreement, and any attempt by LICENSEE to assign it shall be void from the beginning. LICENSEE agrees to secure and protect the PROGRAM and any copies in a manner consistent with the maintenance of MICHIGAN'S rights in the PROGRAM and to take appropriate action by instruction or agreement with its employees who are permitted access to the PROGRAM in order to satisfy LICENSEE'S obligations under this Agreement. LICENSEE is authorized to copy the PROGRAM for backup purposes only.
III. TITLE AND OWNERSHIP
No ownership rights of MICHIGAN in the PROGRAM are conferred upon LICENSEE by this Agreement.
IV. DISCLAIMER OF WARRANTY AND LIMITATION OF
A. THE PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MICHIGAN DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET LICENSEE'S REQUIREMENTS OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. MICHIGAN shall not be liable for special, indirect, incidental, or consequential damages with respect to any claim on account of or arising from this Agreement or use of the PROGRAM, even if MICHIGAN has been or is hereafter advised of the possibility of such damages. Because some states do not allow certain exclusions or limitations on implied warranties or of liability for consequential or incidental damages, the above exclusions may not apply to LICENSEE. LICENSEE will be responsible for liability arising out of its use of the PROGRAM.
B. LICENSEE agrees that MICHIGAN has no obligation to provide to LICENSEE any maintenance, support, or update services. Should MICHIGAN provide any revised versions of the PROGRAM to LICENSEE, LICENSEE agrees that this license agreement shall apply to such revised versions.
C. LICENSEE agrees that it will not provide access to or use the PROGRAM for or on behalf of INSTITUTION without first obtaining a clear agreement from INSTITUTION that it accepts all of the terms and conditions of this Agreement, including but not limited to the disclaimers of warranty and limitations of liability in this Article IV of the Agreement.
V. TERM AND TERMINATION
The one-year license term shall start as of the date access to the PROGRAM is first provided to LICENSEE and shall end as of the date of the first anniversary of the start date. If LICENSEE at any time fails to abide by the terms of this Agreement, MICHIGAN shall have the right to immediately terminate the license granted herein, require the return or destruction of all copies of the PROGRAM from LICENSEE and certification in writing as to such return or destruction, and pursue any other legal or equitable remedies available.
AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN MICHIGAN AND LICENSEE AND SUPERSEDES ALL PRIOR
AGREEMENTS, PROPOSALS, REPRESENTATIONS AND OTHER COMMUNICATIONS, VERBAL OR
WRITTEN, BETWEEN THEM WITH RESPECT TO USE OF THE PROGRAM. THIS AGREEMENT MAY
BE MODIFIED ONLY WITH THE MUTUAL WRITTEN APPROVAL OF AUTHORIZED REPRESENTATIVES
OF THE PARTIES.
B. The terms and conditions of this Agreement shall prevail notwithstanding any different, conflicting, or additional terms or conditions which may appear in any purchase order or other document submitted by LICENSEE. LICENSEE agrees that such additional or inconsistent terms are deemed rejected by MICHIGAN.
C. Unless otherwise exempt therefrom, LICENSEE agrees that it will be responsible for any sales, use or excise taxes imposed by any governmental unit in this transaction except income taxes.
D. LICENSEE acknowledges that the PROGRAM is of United States origin. Licensee agrees to comply with all applicable international and national laws that apply to the PROGRAM, including the United States Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the United States.
E MICHIGAN and LICENSEE agree that any xerographically or electronically reproduced copy of this fully-executed agreement shall have the same legal force and effect as any copy bearing original signatures of the parties.