|Terms and Conditions|
WAYNE STATE UNIVERSITY
END USER LICENSE AGREEMENT ("EULA")
FOR NON-PROFIT, NON-COMMERCIAL RESEARCH PURPOSES ONLY
(NOTE: If you are a for-profit entity and/or would like to use the Program
for commercial/for-profit use, please contact the Wayne State University
Office of Technology Commercialization at firstname.lastname@example.org)
: Disulfide by Design web-based program developed by Dr. Alan Dombkowski of Wayne State University ("Program")
You must carefully read this EULA, fully understand and agree to all its terms before using the Program. This EULA is a legal agreement between Wayne State University ("WSU") and you ("Licensee"), either as an individual or a non-profit entity. This agreement applies to the Program, which includes the software code, any printed materials, associated media, and online or electronic documentation. By using the Program, you agree to the terms below with the intent of being legally bound by the terms of this EULA which contains use restrictions and also both warranty and indemnification provisions for the protection of WSU. By accessing the Program, Licensee agrees to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not use or access the Program.
This Agreement is made by and between Wayne State University and Licensee.
The parties agree as follows:
- DEFINITION OF "LICENSEE."
If the person accessing this Program is an individual using it for his or her own purposes, "Licensee" and "you" means the person using the Program. If the person accessing the Program is doing so in furtherance of the purposes of another person, including an organization (whether or not the employer or the person) then "you" and "Licensee" means both the person accessing the Program and the other person, including an organization.
- LICENSE GRANT.
WSU hereby grants to Licensee a royalty-free, non-exclusive, non-transferable right to use the Program, solely for non-commercial, education, or research purposes, and subject to the terms and conditions of this Agreement.
- LIMITATION OF LICENSE AND RESTRICTIONS.
- 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.
- Licensee 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 WSU. License shall not assign this Agreement, and any attempt by Licensee to assign it shall be void from the beginning. Licensee agrees to use the Program in a manner consistent with the maintenance of WSU'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.
- COPYRIGHT NOTICE; TITLE AND OWNERSHIP.
- Copyright © 2002-2012. Wayne State University. All Rights Reserved.
- Title, ownership rights, and intellectual property rights in the Program shall remain in WSU. The Program is or may be protected by copyright and other intellectual property laws and by international treaties. No ownership rights of WSU in the Program are conferred upon Licensee by this Agreement. All rights not expressly granted are reserved by WSU.
- Licensee acknowledges WSU's proprietary rights in the Program and agrees to reproduce all copyright notices supplied by WSU with respect to the Program, including in all publications, presentations, reports, or developments resulting from or relative to the use of the Program.
- DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION.
- THE PROGRAM IS A RESEARCH TOOL STILL IN THE DEVELOPMENT PROCESS AND IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSES OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WSU DOES NOT WARRANT THAT THE FUNCTIONS CONTANED IN THE PROGRAM WILL MEET LICENSEE'S REQUIREMENTS OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. WSU MAKES NO EXPRESS OR IMPLIED WARRANTY THAT THE PROGRAM DOES NOT INFRINGE PATENTS OR OTHER PROPRIETARY RIGHTS OF THIRD PARTIES AND HEREBY DISCLAIMS THE SAME.
- WSU shall not be liable for special, direct, 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 WSU has been or is hereafter advised of the possibility of such damages. In no event, will WSU be liable to Licensee under any theory of recovery, in an amount in excess of the license royalty paid by Licensee under this Agreement.
- Licensee agrees that WSU has no obligation to provide to Licensee any maintenance, support, or update services or to continue to provide access to the Program. Licensee agrees that, unless presented with a new or revised agreement, this Agreement shall apply to any revisions and/or revised versions of the Program that WSU may make available from time to time.
- The entire risk as to the use and performance of the Program is assumed by Licensee. To the extent permitted by applicable law, Licensee shall defend, indemnify and hold harmless WSU, its trustees, officers, employees and agents, for and against any and all claims, demands, damages, losses, and expenses of any kind (including but not limited to attorneys' fees), relating to or arising from any use or disposition by Licensee of the Program.
- WARRANTY OF LICENSEE.
- Licensee warrants and represents that it is either an individual or a non-profit organization and that the Program will only be used for non-commercial purposes.
- Licensee warrants and represents that it is aware of the necessity for training in the field of rational design of disulfide bonds in proteins software development and further warrants and represents that it either has such training or will incorporate the services of individuals with such training in any use or interpretation of data provided in or by the Program.
This license will terminate automatically if Licensee fails to comply with the limitations or abide by the terms of this Agreement as described herein.
- 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 WSU, 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.
- This Agreement represents the complete and exclusive statement of the agreement between WSU 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.
- Except as provided in Section 4(c) above, Licensee shall not use the name, trademarks or logos, or any derivative or variation of them, of WSU without express written consent by WSU.
- 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.
- In the event that any one or more of the provisions contained in this Agreement or in any other agreement or instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such agreement or instrument and such invalid or unenforceable provision shall be construed by limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law.
- This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns; nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or, as applicable, their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
- The section headings are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.