VANDPIRE software license agreement
NON-EXCLUSIVE ACADEMIC SOFTWARE LICENSE AGREEMENT
PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY. BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND AGREE TO BE BOUND AS SET FORTH HEREIN. YOU REPRESENT AND WARRANT THAT YOU HAVE THE REQUISITE AUTHORITY AND LEGAL CAPACITY TO BIND YOUR ORGANIZATION TO THIS AGREEMENT. THE LICENSE IS FOR USE BY ACADEMIC NOT-FOR PROFIT INSTITUTIONS AND BY ACCEPTING THESE TERMS AND CONDITIONS, YOU ARE REPRESENTING THAT YOUR INSTITUTION MEETS THE CRITERIA OF A NOT-FOR-PROFIT INSTITUTION.
This License Agreement ("Agreement") is entered into between Vanderbilt University, a private, non-profit institution of higher education in Nashville, Tennessee with offices at 1207 17th Avenue South, Suite 105, Nashville, Tennessee 37212 ("Vanderbilt") and the person representing the non-profit research and/or academic institution that registers to use the Software ("Licensee"). Prior to such registration in accordance with this Agreement, the Licensee shall have no rights or license in connection with the Software or this Agreement.
THE SOFTWARE IS PROVIDED AS-IS, FOR INFORMATIONAL PURPOSES ONLY, AND SHOULD NOT BE USED FOR DIAGNOSTIC OR TREATMENT PURPOSES.
Definitions
"Agreement" means this Non-Exclusive Academic Software License Agreement.
"Effective Date" means the latest date upon which this Agreement is either entered into or renewed.
"Licensing Contact" means the individual identified on the Registration Page and who shall be responsible for administering this Agreement on behalf of the Licensee.
"Modifications" mean any changes or extensions introduced into the Software or otherwise based on or derived from the Software source statements by Vanderbilt. Modifications include, but are not limited to, corrections of program errors, translations and stylistic restructuring of the Software, addition or deletion of functions or enhancement of existing functions of the Software, changes or additions required to integrate the Software into other applications or to allow the Software to run under alternative operating systems or computer hardware configurations, and other adaptations of the Software. Licensee shall not make any Modifications.
"Registration Page" means the portion of the web site used by Licensees to enter information permitting the licensing of the Software.
"Software" means the current versions of the VANDPIRE software provided to Licensee, as available on the Effective Date for which the Licensee desires to obtain licenses as well as any Modifications made to the Software.
1. Grant
Commencing on the Effective Date, and provided that Licensee abides by the terms of this Agreement, Vanderbilt hereby grants, and Licensee accepts, a limited, non-exclusive, non-transferable license to use the Software on a single machine, and to make such copies of the Software in original or modified form as are necessary for such use (but in no event may the Software be used concurrently on more than one machine). Licensee shall under no circumstances analyze for composition, structure, reverse engineer or decompile the Software or attempt to do so.
These Grants are limited to Licensee’s use and does not authorize use of the Software by third parties or by anyone via the Internet or any other means.
Licensee shall obtain no ownership in the Software under this Agreement, and with the exception of applying Vanderbilt-provided Modifications (or "updates"), shall not modify the Software or the accompanying documentation in any way, for any reason.
Licensee shall not distribute, publish, or otherwise transfer or allow to be transferred, the Software or copies thereof, in whole or in part, without prior written permission of Vanderbilt.
Licensee acknowledges and agrees that Vanderbilt Software (including Modifications) contains valuable proprietary information and trade secrets developed, licensed or acquired by Vanderbilt.
2. Use of Names
Licensee shall not use the name "Vanderbilt University" or any abbreviation thereof, or the names of any Vanderbilt personnel or identifiers of the Software without prior written approval from Vanderbilt.
3. Updates
Vanderbilt may provide updates to the Software, in Vanderbilt’s sole discretion, on an "as available" basis during the term of this Agreement.
4. Term
This Agreement shall remain effective unless terminated as provided herein.
5. Termination
This Agreement will terminate without further action by or notice from Vanderbilt for any future period for which Licensee has not abided by the terms of this Agreement including, but not limited to, the provisions of Section 6. Licensee may terminate this Agreement at any time upon written notice to Vanderbilt. Vanderbilt may terminate this Agreement immediately upon notice if Licensee is in breach of this Agreement.
The provisions under which this Agreement may be terminated will be in addition to any and all other legal remedies which either party may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such party may have.
Termination of this Agreement will terminate all rights and licenses granted to Licensee herein. Licensee shall certify in writing to Vanderbilt within ten (10) days after Termination Date that the Software has been destroyed.
6. Licensee Status and Obligations
(a) This "Non-Exclusive Academic Software License Agreement" shall be available only to non-profit academic and/or research institutions who use the Software solely for research purposes, and not for any diagnostic or treatment purposes, and provided that such Licensee abides by the terms of this Agreement including, but not limited to, the provisions of this Section 6. In the event Licensee wishes to obtain a commercial use license, Licensee must contact Vanderbilt’s Center for Technology Transfer and Commercialization, 1207 17th Avenue South, Suite 105, Nashville, Tennessee 37212.
(b) Licensee shall:
(i) Not modify the Software or written materials or documentation related to the Software in any way. In particular, all Vanderbilt copyright, trademark, or other notices contained in the Software or written materials or documentation must be maintained by Licensee.
(ii) Abide by all other licenses embedded within the Software and necessary for its operation as described in the files located in the ‘license_files’ directory included with the Software.
(iii) Provide the developers of the Software at Vanderbilt with comprehensive feedback on the use of the Software in Licensee’s research which information Vanderbilt shall be permitted to use in evaluating and making changes to the Software. All bug reports and technical questions shall be sent to the developers of the Software.
(iv) Acknowledge in its publications relating to their research utilizing the Software the contributions made by Vanderbilt and the Software.
7. Amendment of this Agreement
Vanderbilt may amend this Agreement, in its sole and absolute discretion, at any time or from time-to-time during the Term.
8. Disclaimers
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9. Indemnification
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10. Compliance with Laws. ...
11. Notices.
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12. General
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This Agreement embodies the entire understanding of the parties and supersedes all previous communications, representations, or understandings, either oral or written, between the parties relating to the subject matter hereof.
