End-User License Agreement
IMPORTANT – READ
CAREFULLY: This Agreement is a legal agreement between
“LICENSEE” (defined below) and The Regents of The University of Michigan, a
constitutional corporation of the state of Michigan (“MICHIGAN”).
PROGRAM: Synonyms List for the Electronic Medical Record Search Engine (SL-EMERSE)
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.
at the University of Michigan have developed a proprietary application and
related documentation, referred to as “Synonyms List for the Electronic Medical Record Search Engine (SL-EMERSE)”, and as further described in MICHIGAN Office of Technology
Transfer File 7323, (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 use the PROGRAM subject to the terms
and conditions set forth below; and
The parties therefore agree as follows:
term “LICENSEE” shall mean the person downloading the PROGRAM if the use
hereunder is solely for personal use by that person on the personal equipment
of that person. If the PROGRAM is being downloaded
on equipment for use by a juristic or legal entity, such as a corporation,
limited liability company or partnership, then by proceeding with the
installation, (a) the person installing the PROGRAM certifies that he or she
has legal authority to bind that legal entity to this Agreement and (b) that
legal entity shall be considered to be the LICENSEE.
hereby grants to LICENSEE a non-exclusive, non-transferable right to download
and use the PROGRAM solely within the department listed above and subject to the
terms and conditions of this Agreement.
II. LIMITATION OF LICENSE AND
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.
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
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 agrees to pay to MICHIGAN an initial non-refundable License Fee of $2,500 for the license rights granted in this Agreement. LICENSEE shall pay an Annual Fee of $500 for each additional year LICENSEE wishes to use the PROGRAM; such Annual Fee shall be due and payable on the anniversary date of this agreement for each subsequent year. All payments shall be made to the order of "The Regents of The University of Michigan" c/o Office of Technology Transfer, 1600 Huron Parkway, 2nd Floor, Ann Arbor, MI 48109-2590. Attn: UM File #7323. Wire transfers shall be made in accordance with the following or any other instructions as may be specified by MICHIGAN: ABA/Routing No. 026-009-593; Account No. 54011-25777; SWIFT Bank Identifier Code BOFAUS3N; Account Name: The Regents of the University of Michigan EFT Depository; Bank of America, Troy, Michigan USA 48084.
IV. TITLE AND OWNERSHIP
A. No ownership rights of MICHIGAN in the PROGRAM are conferred upon LICENSEE by this Agreement.
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.
The PROGRAM 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 PROGRAM is intended for informational
purposes only. MICHIGAN does not warrant
or guarantee the accuracy or completeness of the information in the PROGRAM and
specifically disclaims any liability therefore.
VI. WARRANTY OF LICENSEE
LICENSEE warrants and represents that it will carefully review any documentation or instructional material provided by MICHIGAN.
If LICENSEE at any time fails to abide by the terms of this Agreement or fails to pay the Annual 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 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 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.
may invite LICENSEE to participate in a survey for feedback of the PROGRAM, the
results of which will help MICHIGAN improve the PROGRAM. LICENSEE’s participation in the survey will
be completely voluntary.