University of Michigan Office of Technology Transfer

Academic License

Academic License

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Full License Agreement

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PROGRAM: Virtual Maize Navigation Training and Application

University of Michigan Office of Technology Transfer File: 7170

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 installing, copying, downloading, accessing or otherwise using the PROGRAM, LICENSEE agrees to be bound by the terms of this Agreement. If LICENSEE does not agree with the terms of this Agreement, do not install, access or use the PROGRAM.

BACKGROUND

1. The University of Michigan through its Department of Psychiatry has developed a proprietary application and related documentation, referred to as Virtual Maize Navigation Training and Application for use by trained individuals to aid in supporting cognitive function in older adults., and further defined in MICHIGAN Office of Technology Transfer file 7170, (hereinafter referred to as “PROGRAM”).

2. The term “LICENSEE” shall mean the person installing the PROGRAM if it is solely for personal use by that person on the personal equipment of that person. If the PROGRAM is being installed on equipment for use by another legal entity, such as a corporation, limited liability company or partnership, then the person installing the PROGRAM by proceeding with the installation certifies that he or she has authority to bind that legal entity to this Agreement; and that legal entity shall be considered to be the LICENSEE. LICENSEE must be either: (i) employed full-time by an academic or non-profit institution (“INSTITUTION”); (ii) employed part-time by INSTITUTION as the director of a laboratory at the INSTITUTION; or (iii) an INSTITUTION.

3. LICENSEE 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.

4. “DERIVATIVE WORKS” shall mean all works developed by LICENSEE which would be characterized as derivative works of the PROGRAM under the United States Copyright Act of 1976, or subsequent revisions thereof, specifically including, but not limited to, translations, abridgments, condensations, recastings, transformations, or adaptations of the PROGRAM, or works consisting of editorial revisions, annotations, elaborations, or other modifications of the PROGRAM. The term “DERIVATIVE WORKS” shall not include those derivative works that are developed by MICHIGAN.
The parties therefore agree as follows:

I. LICENSE

MICHIGAN hereby grants to LICENSEE a non-exclusive, non-transferable, right to use, copy, and create DERIVATIVE WORKS of, the PROGRAM, solely for non-commercial, education, or research purposes, in executable and source code form, and subject to the terms and conditions of this Agreement. For clarity, LICENSEE does not have the right to distribute the PROGRAM or DERIVATIVE WORKS.

II. LIMITATION OF LICENSE AND RESTRICTIONS

A. Except as expressly permitted by this agreement, no other use of PROGRAM is permitted, including, but not limited to: (i) use or access for the benefit of, on behalf of, or upon the request of any other party; (ii) reproduction, adaptations, preparation of derivative works, or distribution of copies of any portion of PROGRAM for any purpose; (iii) renting or loaning access to PROGRAM, passwords, or usernames: or (iv) the reverse engineering, decompiling, disassembling, or attempting to otherwise access any source code for any software program. LICENSEE covenants that the contents of PROGRAM are for LICENSEE’s use, and may not be resold, republished, or otherwise distributed to third parties in any form including, but not limited to, via an internet, intranet, or extranet site.

B. 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 access to PROGRAM in a manner consistent with the maintenance of MICHIGAN’S rights in PROGRAM and to take appropriate action by instruction or agreement with its and LICENSEE’S employees who are permitted access to PROGRAM in order to satisfy LICENSEE’s obligations under this Agreement.

C.LICENSEE agrees to site MICHIGAN as the original creator of the content in any publication, use or derivative work. LICENSEE agrees to provide the following copyright notice in a conspicuous place within the content. The listing shall read as follows, (c) 2017 The Regents of the University Michigan.

III. TITLE AND OWNERSHIP

A. This Agreement confers upon LICENSEE no ownership rights of MICHIGAN in the PROGRAM.

B. LICENSEE 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.

IV. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

A. 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 OR ANY WARRANTY THAT THE PROGRAM DOES NOT INFRINGE ANY THIRD PARTY RIGHTS. MICHIGAN DOES NOT WARRANT THAT THE DATA AND FUNCTIONS CONTAINED IN PROGRAM ARE COMPLETE, ACCURATE OR ERROR-FREE; THAT THEY 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 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.

B. LICENSEE agrees that MICHIGAN has no obligation to provide to LICENSEE any maintenance, support, or update services. Should MICHIGAN provide access to and use of any revised versions of PROGRAM, LICENSEE agrees that this license agreement shall apply to such revised versions.

C. Without limiting in anyway any of MICHIGAN’S disclaimers of warranty and limitations of liability, LICENSEE covenants that it will carefully review any documentation or instructional material provided by MICHIGAN.

V. WARRANTY OF LICENSEE

LICENSEE warrants and represents that it will carefully review any documentation or instructional material provided by MICHIGAN and that it is aware that the PROGRAM is not intended to be a diagnostic tool.

VI. TERMINATION

A. 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.

VII. MISCELLANEOUS

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 PROGRAM 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 PROGRAM. 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 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.

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