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Software License Agreement
THIS AGREEMENT, between having an address at , hereinafter referred to as "Recipient," and the University of Utah, having an address at the University of Utah, Technology Transfer Office, 615 Arapeen Drive, Suite 310, Salt Lake City, Utah 84108, hereinafter referred to as University, shall govern the conditions of disclosure by University to Recipient of certain software (SOFTWARE) relating to: "ERSA - A Maximum-likelihood Method for the Estimation of Recent Shared Ancestry" developed by David Witherspoon, Chad Huff, and Lynn Jorde, of the University of Utah, bearing University file designation: U-4991. SOFTWARE, as used herein, includes all such software actually provided to Recipient, plus any software derived directly therefrom.
The Principal Investigator from Recipient, , will receive this information and is also bound by the conditions of this Agreement.
LICENSE. University grants to you a non-exclusive, non-transferable right to use the SOFTWARE on file servers connected to a maximum number of user computers, or on a maximum number of user computers, not exceeding the number of user computers specified either on the packaging or by the accompanying letter if one is so provided, and if neither is provided the maximum number shall be one. Recipient agrees not to use such SOFTWARE for any commercial purpose, and limit use of SOFTWARE for the purposes of research only. It is further agreed that the furnishing of SOFTWARE to Recipient shall not constitute any grant or license to Recipient under any legal rights now or hereinafter held by University. This Agreement will terminate in one (1) year from the date of Recipient’s signature below.
TERMINATION. The use of the SOFTWARE by Recipient is conditioned upon Recipients compliance with the terms of this Agreement. When this Agreement terminates, Recipient is required to remove all copies of the SOFTWARE and discontinue all use. Recipient agrees that Recipient will only copy the SOFTWARE into any machine readable or printed form as necessary to use it in accordance with this Agreement or for backup purposes in support of Recipients use of the SOFTWARE. This Agreement is effective until terminated. Recipient may terminate it at any point by destroying the SOFTWARE together with all copies of the SOFTWARE. Also, University has the option to terminate if Recipient fails to comply with any term or condition of this Agreement or upon 30 day written notice. Recipient agrees upon such termination to destroy the SOFTWARE together with all copies of the SOFTWARE.
COPYRIGHT. The SOFTWARE is protected by United States copyright law and international treaty provisions. Recipient acknowledges that no title to the intellectual property in the SOFTWARE is transferred to Recipient. Recipient further acknowledge that title and full ownership rights to the SOFTWARE will remain the exclusive property of University or its suppliers, and Recipient will not acquire any rights to the SOFTWARE except as expressly set forth in this Agreement.
LIMITATIONS. Recipient agrees that it will not attempt to reverse compile, modify, translate, or disassemble the SOFTWARE in whole or in party. Recipient may not rent, lease, transfer or sublicense the SOFTWARE to third parties. Recipient may not modify the SOFTWARE or create derivative works based upon the SOFTWARE. Recipient may not export the SOFTWARE into any country prohibited by the United States Export Administration Act and the regulations there under.
UPGRADES. If this copy of the SOFTWARE is an upgrade from an earlier version of the software, it is provided to Recipient on an exchange basis. Recipient agrees by its installation and use of this copy of the SOFTWARE to voluntarily terminate Recipients earlier version of the SOFTWARE nor transfer it to another.
LIMITED WARRANTIES. University warrants that the media on which the SOFTWARE is furnished will be free from defects in materials and workmanship under normal use.
DISCLAIMER OF WARRANTY: EXCEPT AS SET FORTH HEREIN, SOFTWARE IS PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNIVERISTY FURTHER DISCLAIMS ALL EXPRESSED AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATIONS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO LICENSEE AND LICENSEE MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.
GOVERNING LAW. This Agreement will be governed by the internal laws of the State of Utah without regard to conflict of laws.
ENTIRE AGREEMENT. This is the entire agreement between Recipient and University, which supersedes any prior agreement or understanding, whether written, or oral, relating to the subject matter of this license.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL UNIVERSITY BE LIABLE TO RECIPIENT FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE, EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL UNIVERSITY’S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE AGREEMENT FEE PAID BY RECIPIENT, IF ANY.
BASIS OF BARGAIN. The limited warranty, exclusive remedies, and limited liability set forth above are fundamental elements of the basis of the agreement between University and Recipient. University would not be able to provide the SOFTWARE on an economic basis without such limitations.
Each individual executing this Agreement on behalf of a legal entity does hereby represent and warrant to each other person so signing that he or she has been duly authorized to execute this Agreement on behalf of such entity.