End-User License Agreement
PROGRAM: Gradecraft UM # 6664
This Agreement is made by and between The Regents of
The University of Michigan, a constitutional corporation of the state of
Michigan (hereinafter "MICHIGAN") and LICENSEE.
1. Faculty at the University of Michigan’s School of Information have developed a proprietary software application, reporting, data and related documentation, referred to as “Gradecraft”, for use by trained individuals in teaching and education at secondary and post-secondary levels (hereinafter referred to as "PROGRAM"); and
2. LICENSEE desires to obtain, and MICHIGAN, consistent with its mission of education and research, desires to grant, a license to use the PROGRAM subject to the terms and conditions set forth below; and
The parties therefore agree as follows:
hereby grants to LICENSEE a non-exclusive, non-transferable right to access and
use the PROGRAM solely within the entity listed above for a single named user and
subject to the terms and conditions of this Agreement.
II. LIMITATION OF LICENSE AND RESTRICTIONS
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. Any data downloaded from the PROGRAM by the
LICENSEE shall be kept within LICENSEE’s organization and used for internal
research and education purposes only. Data is defined
as any raw data or analysis comparison available for
download into Excel. Upon termination of this License Agreement, Data
may be retained for documentation purposes only for internal research and education started during the
term of this License Agreement. No new
research efforts, programs or initiatives may be started from this Data.
agrees that it shall use the PROGRAM only for LICENSEE'S sole and exclusive
use, and shall not disclose, sell, license, or otherwise distribute the
PROGRAM, in whole or in part, 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 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 agrees to pay to MICHIGAN an initial non-refundable, 12-month, single named user, unlimited-course site License Fee of $120 for the license rights granted in this Agreement. LICENSEE shall pay a Renewal License Fee of $120 for each additional 12-month, single named user, unlimited-course site period the LICENSEE wishes to use the PROGRAM. Renewal License Fee prices are subject to change without notice. Renewal License Fees will be charged at the then current market price
IV. TITLE AND OWNERSHIP
ownership rights of MICHIGAN in the PROGRAM are conferred upon LICENSEE by this
acknowledges MICHIGAN'S proprietary rights in the PROGRAM and agrees to
reproduce all copyright notices supplied by MICHIGAN on all copies of the
PROGRAM, and on all PROGRAM outputs and copies of PROGRAM outputs.
V. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
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. In no event, however, will MICHIGAN be liable to LICENSEE, under any
theory of recovery, in an amount in excess of the license fee paid by LICENSEE
under this Agreement.
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.
VI. WARRANTY OF LICENSEE
LICENSEE warrants and represents that it will carefully review any documentation or instructional material provided by MICHIGAN.
LICENSEE at any time fails to abide by the terms of this Agreement or fails to
pay the Fee in Section III, 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
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
PROGRAM licensed herein, LICENSEE agrees to bring said claim only in the
Michigan Court of Claims.
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.
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.
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.
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.
F. 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.