INSTRUMENT: Pediatric Sleep Questionnaire (PSQ)TM, English and Chinese Language Versions
University of Michigan Office of Technology Transfer File: 3766
IMPORTANT – READ CAREFULLY: This Agreement is a legal agreement between LICENSEE (defined below in Paragraph 2) and The Regents of The University of Michigan, a constitutional corporation of the State of Michigan, ("MICHIGAN"). By downloading, copying, accessing or otherwise using the INSTRUMENT, you and LICENSEE agree to be bound by the terms of this Agreement. If you or LICENSEE (if a separate legal entity) do not agree with the terms of this Agreement, do not download, access or use the INSTRUMENT.
1. The University of Michigan through its Department of Neurology in its School of Medicine has developed a proprietary questionnaire and related documentation, known as the Pediatric Sleep Questionnaire (PSQ), for use by trained individuals in the field of pediatrics, (hereinafter referred to as "INSTRUMENT"); and
2. LICENSEE desires to obtain and MICHIGAN, consistent with its mission of education and research, desires to grant a license to use the INSTRUMENT subject to the terms and conditions set forth below.
The parties therefore agree as follows:
MICHIGAN hereby grants to LICENSEE a non-exclusive, non-transferable right to copy and use the INSTRUMENT up to the number of copies purchased, 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 INSTRUMENT, in whole or in part, unless expressly authorized by this Agreement.
B. LICENSEE agrees that it shall use the INSTRUMENT only for LICENSEE'S sole and exclusive use, and shall not disclose, sell, license, or otherwise distribute the INSTRUMENT 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 INSTRUMENT and any copies in a manner consistent with the maintenance of MICHIGAN'S rights in the INSTRUMENT and to take appropriate action by instruction or agreement with its employees who are permitted access to the INSTRUMENT in order to satisfy LICENSEE'S obligations under this Agreement. LICENSEE is authorized to copy the INSTRUMENT for backup purposes only.
III. TITLE AND OWNERSHIP
A. No ownership rights of MICHIGAN in the INSTRUMENT are conferred upon LICENSEE by this Agreement.
B. LICENSEE acknowledges MICHIGAN'S proprietary rights in the INSTRUMENT and agrees to reproduce all copyright notices supplied by MICHIGAN on all copies of the INSTRUMENT, and on all INSTRUMENT outputs and copies of INSTRUMENT outputs.
IV. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
A. THE INSTRUMENT 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 INSTRUMENT WILL MEET LICENSEE'S REQUIREMENTS OR THAT IT WILL BE 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 INSTRUMENT, 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. In no event, however, will MICHIGAN be liable to LICENSEE, under any theory of recovery, in an amount in excess of the license royalty paid by LICENSEE under this Agreement.
B. The INSTRUMENT was originally published in English. MICHIGAN does not warrant the foreign translations provided for download and disclaims any responsibility for inaccurate translations. LICENSEES relying on accurate and precise information should check the original English language versions of the INSTRUMENT, which are provided for download.
C. 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 INSTRUMENT to LICENSEE, LICENSEE agrees that this license agreement shall apply to such revised versions.
D. MICHIGAN does not warrant, endorse or certify any individual or organization as a trainer for the INSTRUMENT.
E. The INSTRUMENT does not provide medical advice and is not intended as a sole means for patient diagnosis. It is not a substitute for professional medical advice, diagnosis or treatment. The INSTRUMENT is intended for informational purposes only. MICHIGAN does not warrant or guarantee the accuracy or completeness of the information in the INSTRUMENT and specifically disclaims any liability therefore.
V. WARRANTY OF LICENSEE
LICENSEE warrants and represents that it will carefully review any documentation provided with the INSTRUMENT and that it is aware of the necessity for training and expertise in the field of use for this INSTRUMENT. LICENSEE further warrants and represents that it either has such training or will incorporate the services of individuals with such training in any use or interpretation of data provided in or by the INSTRUMENT.
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 INSTRUMENT from LICENSEE and certification in writing as to such return or destruction, and pursue any other legal or equitable remedies available.
A. This Agreement shall be construed in accordance with the laws of the State of Michigan. Should LICENSEE for any reason bring a claim, demand, or other action against MICHIGAN, its agents or employees, arising out of this Agreement or the INSTRUMENT licensed herein, LICENSEE agrees to bring said claim only in the Michigan Court of Claims.
B. THIS 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 INSTRUMENT. THIS AGREEMENT MAY BE MODIFIED ONLY WITH THE MUTUAL WRITTEN APPROVAL OF AUTHORIZED REPRESENTATIVES OF THE PARTIES.
C. 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.
D. 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.
E. LICENSEE acknowledges that the INSTRUMENT is of United States origin. Licensee agrees to comply with all applicable international and national laws that apply to the INSTRUMENT, including the United States Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the United States.