These license terms form an agreement ("Agreement") between The Regents of the University of California ("The Regents") and you. Please read them. They apply to the software named above ("Software"), including the media on which you receive it, if any. The terms also apply to any updates, upgrades, supplements and documentation for this Software. By using this Software, you are accepting these license terms. If you do not accept them, do not use the Software. If you comply with these license terms, then you have the rights and obligations below:
1. Grant of License. Subject to the limitations set forth in this Agreement and your compliance therewith and to the extent The Regents may lawfully grant such rights, The Regents hereby grants to you a non-exclusive, non-transferable worldwide license to use, reproduce and display the Software for internal, non-commercial academic research purposes only. Your rights to use the Software are limited to those expressly granted in this license. You have no right to sublicense, redistribute or prepare derivative works of the Software, or any portion thereof, under this license. The license granted to you hereunder is limited to use of the executable code version of the Software. All other rights are expressly reserved by The Regents. You may not:
- Disclose the results of any tests of the Software to any third party without The Regents� prior written approval;
- Workaround any technical limitations in the Software;
- Reverse engineer, reverse compile, decompile, or disassemble the Software;
- Make more than one (1) copy of the Software;
- Publish the Software for others to copy;
- Rent, lease or lend the Software;
- Transfer the Software or this agreement to any third party; or
- Use the Software to provide services to third parties, including hosted application or Software services, or to otherwise operate a services bureau.
2. Backup Copy. You may make one backup copy of the Software. You may use it only to reinstall the Software.
3. Documentation. You may copy and use any documentation about the Software for your internal reference purposes only.
4. Export Control. This Software may be subject to United States export control laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users and end use.
5. Support Services. Because this Software is provided "as-is," The Regents will not provide any support services for it.
6. DISCLAIMER OF WARRANTY. THE SOFTWARE IS NOT DESIGNED, INTENDED OR AUTHORIZED FOR USE IN ANY TYPE OF SYSTEM OR APPLICATION IN WHICH THE FAILURE OF THE SYSTEM OR APPLICATION COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR (E.G., MEDICAL SYSTEMS, LIFE-SUSTAINING OR LIFE-SAVING SYSTEMS). THIS LICENSE, THE SOFTWARE, THE DOCUMENTATION ARE PROVIDED "AS-IS," WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE OR DOCUMENTATION WILL NOT INFRINGE ANY PATENT, COPYRIGHT OR OTHER PROPRIETARY RIGHT. IN NO EVENT WILL THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE SOFTWARE OR DOCUMENTION.
This disclaimer does not:
- express or imply a warranty or representation as to the validity or scope of any copyright or other intellectual property rights licensed hereunder;
- express or imply a warranty or representation that anything used under any license granted in this Agreement is or will be free from infringement of copyrights, patents or other intellectual property rights of third parties;
- obligate The Regents to bring or prosecute actions or suits against third parties for infringement;
- confer by implication, estoppel or otherwise any license or rights under any copyrights, patents or patent applications of The Regents other than Software as defined in this Agreement, regardless of whether those copyrights, patents or patent applications are dominant or subordinate to Software; or
- obligate The Regents to furnish any know-how not expressly provided herein.
7. Confidentiality. You agree that the Software and documentation, including structure, sequence and organization of the Software are proprietary and confidential to The Regents and you will take all reasonable measures to protect the confidentiality of the Software and documentation unless, and to the extent, The Regents makes them available to the public without such restrictions. You further agree that all right, title and interest in and to the Software (and all intellectual property rights embodied therein) or any modification or improvement thereof made by The Regents or you is proprietary to, and owned by, The Regents.
8. Copyright Notices; Derivative Works. You agree: (a) not to remove from any copies of the Software or documentation any product identification, copyright or other notices; and (b) not to reproduce, modify, translate or create derivative works of all or any portion of the Software or documentation except as expressly permitted by the Agreement.
9. Term and Termination. Unless otherwise terminated by operation of law or by acts of the parties in accordance with the terms of this Agreement, this Agreement will be in force from the Effective Date until the first anniversary of the Effective Date.
10. Use of Names and Trademarks. Nothing contained in these license terms confers any right to use in advertising, publicity or other promotional activities any name, trade name, trademark or other designation of The Regents (including contraction, abbreviation or simulation of any of the foregoing). You are not allowed to use the "University of California" name, "The Regents of the University of California," or the name, abbreviation, or logo of any campus of the University of California in any advertising, publicity or other promotional activities.
11. Indemnification. You will indemnify, hold harmless and defend The Regents, its officers, employees and agents; the sponsors of the research that led to the Software and documentation; and the authors or developers of the Software and documentation against any and all claims, suits, losses, liabilities, damages, costs, fees and expenses resulting from or arising out of your exercise of this license.
12. Assignability. This Agreement may be assigned by The Regents, but is personal to you and assignable by you only with the written consent of The Regents.
13. Governing Laws. This agreement will be interpreted and construed in accordance with the laws of the state of California without regard to conflict of laws or to which party drafted particular provisions of this agreement, but the scope and validity of any copyright will be governed by the applicable laws of the country of the copyright. Disputes between the parties regarding this Agreement will utilize only judicial courts within California.
14. Limitation and Exclusion of Remedies and Damages. You can recover from The Regents only direct damages up to U.S. $5.00. You cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages. This limitation applies to claims for breach of contract, breach of warranty, guarantee, or conditions, strict liability, negligence or other tor to the extent permitted by applicable law.
This limitation applies even if The Regents knew or should have known about the possibility of the damages.
15. Severability. In case any of the provisions contained in this Agreement is held to be invalid, illegal or unenforceable in any respect, that invalidity, illegality or unenforcability will not affect any other provisions of this Agreement and this Agreement will be construed as if the invalid, illegal or unenforceable provisions had never been contained in it.
16. Entire Agreement. 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.