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Non-commercial License Agreement for Pda

PDA - The Protocol Derivation Assistant IMPORTANT. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN KESTREL INSTITUTE ("KESTREL") AND YOU ("LICENSEE"). IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS AND CONDITIONS REGARDING YOUR USE OF THE PROTOCOL DERIVATION ASSISTANT SOFTWARE ("SOFTWARE"). READ IT CAREFULLY. BY SELECTING "I ACCEPT", YOU AGREE TO BE BOUND BY THIS AGREEMENT. YOU ARE NOT PERMITTED TO USE THE SOFTWARE UNLESS YOU SO AGREE. SOFTWARE LICENSE AGREEMENT LICENSE GRANT. Kestrel hereby grants to Licensee a non-exclusive, non-transferable license to use, copy, and modify only the object code form of the Software during the term of this Agreement solely for Licensee's noncommercial educational, Licensee's noncommercial research, and Licensee's noncommercial development purposes. Any attempt to transfer any of the rights, duties or obligations hereunder to any third party is void. Licensee may not use the Software for purposes other than those specified above, and may not transfer, rent, lease, loan, resell for profit, or distribute the Software, or any copy thereof, in whole or in part, or permit any third party to gain access to the Software or any part thereof. Any use for other than noncommercial educational, research and development purposes, of works created with, using or based on the Software, is not permitted under this Agreement and shall require a separately negotiated Commercial License from Kestrel. The PDA concept and associated software, information, and writings are the intellectual property of Kestrel Institute. The concept, software, information and writings are subject to U.S. Copyright law and are trade secrets of Kestrel Institute. They are not in the public domain. Any prior dissemination of this concept, software, information and writings without a license was without authorization. OWNERSHIP AND PROPRIETARY RIGHTS NOTICES. The Software is proprietary to Kestrel and its licensors, and all right, title and interest in the Software will at all times remain the property of Kestrel and its licensors, irrespective of the ownership of the media, if any, on which any copies of the Software are recorded. Licensee may not reverse engineer, disassemble, decompile, or translate the Software, or otherwise attempt to derive the source code of the Software. All proprietary rights notices or legends in the Software and any related documentation provided by Kestrel, including trade names, trademarks, copyright designations and authorship attributions, shall be retained in any and all copies of the Software. Any publication by or on behalf of Licensee which refers to the Software shall state that the Software was created by Kestrel. DISCLAIMER OF WARRANTY. THE SOFTWARE IS EXPERIMENTAL IN NATURE AND IS PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSEE ASSUMES THE ENTIRE RISK ARISING OUT OF USE OF THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KESTREL, ITS LICENSORS, EMPLOYEES OR AGENTS SHALL CREATE OR INCREASE THE SCOPE OF ANY WARRANTIES. LIMITATION OF LIABILITY. IN NO EVENT SHALL KESTREL OR ANY OF ITS SUPPLIERS OR LICENSORS OR ANY SUPPLIERS OR LICENSORS OF ANY OF ITS SUPPLIERS OR LICENSORS BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF THIS LICENSE OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH, EVEN IF KESTREL OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is provided with RESTRICTED RIGHTS in accordance with FAR 12.212 and DFARS 227.7202 and are, therefore, subject to Contractor's standard licensing terms therefor. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in this license agreement and as provided in FAR and DFARS as applicable. Notwithstanding the foregoing, in the event that Kestrel and the U.S. Government at any time enter into a signed agreement with each other governing any use by the U.S. Government of the Software, the provisions of such signed agreement shall override any provisions of this paragraph that conflict with, or are inconsistent with, the provisions of such signed agreement. TERM AND TERMINATION. This Agreement will be effective immediately, and shall continue until terminated as set forth herein. Kestrel may terminate this Agreement immediately upon written notice to Licensee at any time. This Agreement shall be terminated if Licensee breaches any term of this Agreement or if Licensee is acquired by, or merged with, any third party. Licensee may terminate this Agreement by written notice to Kestrel if Licensee no longer wishes to make use of the Software. Upon termination of this Agreement, Licensee will immediately cease using the Software, and return all copies of the Software to Kestrel. Termination of this Agreement will not limit either party from pursuing any other remedies available to it, including but not limited to injunctive relief. EXPORT LAW. The Software may be subject to U.S. export control laws and may be subject to export and re-export restrictions and regulations of the Department of Commerce or other United States agency or authority as well as export or import regulations in other countries. Licensee agrees to strictly comply with all such laws and restrictions and regulations, and not to transfer, or authorize the transfer, of the Software or any part thereof to a prohibited country or otherwise in violation of any such restrictions or regulations. If an individual, Licensee acknowledges that he or she is not a national of Cuba, Iran, Iraq, Libya, North Korea, Sudan or Syria, or a party that is listed in the U.S. Table of Denial Orders or the U.S. Treasury Department's list of Specially Designated Nationals. FEE WAIVER AND ABSENCE OF SUPPORT OBLIGATIONS. Provided that Licensee complies with the terms of this Agreement, Kestrel shall waive the license fees for the use of the Software as permitted by this Agreement. Kestrel and its suppliers or licensors shall have no obligation to provide any support or maintenance services to Licensee. Kestrel may, but is not obliged to, make available newer releases of the Software to Licensee, which then shall be included in the definition of "Software" hereunder. Kestrel would appreciate, as a matter of courtesy, Licensee providing a copy to Kestrel of publications arising from research using the Software. GENERAL. This Agreement shall be governed by the laws of the State of California and the United States of America, without regard to choice of law principles. Each party agrees to comply with all applicable laws, rules and regulations in connection with its activities under this Agreement.

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