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LICENSE
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BEL APPLICATION LICENSE AGREEMENT FOR NON-COMMERCIAL USE
THIS SELVENTA SOFTWARE PROGRAM (IN OBJECT AND SOURCE CODE FORM, AND INCLUDING
ITS USER DOCUMENTATION, THE "LICENSED SOFTWARE") AVAILABLE FOR DOWNLOAD TO YOUR
COMPUTER IS PROVIDED TO YOU FOR USE ONLY UNDER THE CONTRACTUAL LICENSE TERMS
SET FORTH BELOW. SELVENTA, INC. ("SELVENTA") IS WILLING TO LICENSE THE SOFTWARE
TO YOU ONLY IF YOU ACCEPT ALL OF THE TERMS IN THIS SOFTWARE LICENSE AGREEMENT
(THE "LICENSE AGREEMENT").
YOU DO NOT HAVE ANY RIGHT TO DOWNLOAD OR USE THE LICENSED SOFTWARE UNLESS YOU
AGREE TO THE LICENSE TERMS SET FORTH BELOW. IF YOU AGREE TO THE LICENSE TERMS,
THEN YOUR USE OF THE SOFTWARE IS GOVERNED BY THE LICENSE TERMS SET FORTH BELOW
AND YOU MUST NOT USE THE SOFTWARE EXCEPT AS AUTHORIZED BELOW.
PLEASE READ THE TERMS OF THIS LICENSE AGREEMENT CAREFULLY. IF YOU AGREE TO THE
TERMS, THEN YOU WILL NEED TO CLICK ON THE "I ACCEPT" BUTTON AT THE END OF THIS
AGREEMENT.
LICENSE TERMS
1. Ownership. You acknowledge and agree that: (a) all trade secret, copyright,
patent, trademark, trade name, and other intellectual and proprietary rights in
the Licensed Software, and in the technology embodied in or reflected by the
same, (in each case including any extensions, enhancements, derivatives,
translations, reformulations or developments to or modifications of the
foregoing), are and at all times shall remain the exclusive property of
Selventa and its licensors; (b) are protected by national and international
patent, copyright and trade secret laws, and (b) rights not expressly granted
hereunder are reserved to Selventa and its licensors.
2. License Grant.
2.1. Limited Internal Research License. Subject to Your compliance with the
terms of this Agreement and payment in full of the applicable license fee,
Selventa hereby grants to You a limited, nonexclusive, non-transferable,
non-assignable, license to:
a) install the Licensed Software on computers owned or controlled by You,
b) use the object code version of the Licensed Software, and any authorized
copies you may make of the same only for Non-Commercial Purposes (as
defined below) and not for any commercial or for-profit purpose or for
further distribution to third parties;
c) use the source code version of the Licensed Software solely to evaluate
and validate the Licensed Software and for no other purpose; and
d) make copies of the Licensed Software in support of the foregoing provided
that any copies of the Licensed Software include all proprietary notices
and legends, including copyright notices, included in the original.
The term "Non-Commercial Purposes" means use of the Licensed Software for
internal evaluation purposes or for academic or other scholarly research which
(a) is not undertaken for profit, or (b) is not intended to produce works,
services, or data for commercial use, or (c) is neither conducted, nor funded,
by a person or an entity engaged in the commercial use, application or
exploitation of works similar to the Software. To be clear, use of the Licensed
Software under this License is restricted to Non-Commercial Purposes.
Commercial use of the Licensed Software requires You to enter into a separate
commercial license agreement with Selventa.
2.2. License Restrictions. You shall not and shall not attempt to, directly or
through a third party:
a) distribute or provided access to the Licensed Software or any portion
thereof to any third parties (other than contractors who are using the
Licensed Software solely on your behalf);
b) sublicense, rent, lease or use the Licensed Software to or on behalf of
any third party (including on a time-sharing or service bureau basis) or
for any commercial or for-profit purpose;
c) modify, amend or create derivative works of the Licensed Software or
d) remove, modify, or obfuscate any proprietary markings on the original or
any printout of results from or copy of the Licensed Software.
2.3. No Trademark License. This License Agreement does not grant to You a
license to use any trademark, trade name, logo or similar identifying mark of
Selventa except in the context of reproducing proprietary notices as required
under Section 2.1 and providing acknowledgement in publications as provided
under Section 3.
3. Publication Rights. Nothing in this Agreement shall be construed as
preventing You from publishing, individually or in collaboration with others,
one or more professional papers discussing the results or data obtained from
Your use of the Licensed Software provided that such paper acknowledges the use
and contribution of the Licensed Software in obtaining such results and/or data
and identifies Selventa as the sponsor and licensor of the Licensed Software.
4. Term; Termination. This Agreement shall automatically terminate upon any
breach of the license terms by You. Upon any such termination of this Agreement
or if You cease using the Licensed Software, You shall promptly: (i)
discontinue all use of the Licensed Software; (ii) erase or destroy any
electronic copies or partial copies of the same in Your possession or control;
and (iii) at Selventa’s written request, certify in writing to Selventa that
You have complied with these requirements.
Sections 1, 2.2, 3, and 5 – 8 shall survive any termination of this Agreement.
5. Warranty Disclaimer; Claim Waiver. SUBJECT TO THE LIMITATIONS OF APPLICABLE
LAW, THE LICENSED SOFTWARE IS PROVIDED "AS IS". SELVENTA EXPRESSLY DISCLAIMS
ANY OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY
OR OTHERWISE, WITH RESPECT TO THE LICENSED SOFTWARE INCLUDING BUT NOT LIMITED
TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT, OR WARRANTIES IMPLIED BY USAGE OF TRADE OR CUSTOM OF DEALING.
WITHOUT LIMITING THE FOREGOING, SELVENTA DOES NOT WARRANT THAT THE LICENSED
SOFTWARE WILL RUN ERROR FREE OR WITHOUT INTERRUPTION, THAT IT WILL MEET YOUR
REQUIREMENTS, OR THAT THE RESULTS ACHIEVED BY YOUR USE OF THE LICENSED SOFTWARE
WILL BE ACCURATE OR COMPLETE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO
YOU. YOU, ON BEHALF OF YOURSELF AND ANY ENTITY OR PERSON CLAIMING BY OR THROUGH
YOU, HEREBY WAIVE AND RELEASE THE SELVENTA PARTIES (AS DEFINED BELOW) FROM ANY
AND ALL CLAIMS YOU OR SUCH THIRD PARTIES MAY HAVE BASED ON YOUR USE OF THE
LICENSED SOFTWARE OR YOUR OR THEIR USE OF OR RELIANCE ON ANY DATA OR RESULTS
OBTAINED USING THE LICENSED SOFTWARE.
6. Third Party Claims Indemnification. You shall, at Your expense: (a) defend
Selventa, its officers, directors, employees and agents (collectively, "the
Selventa Related Parties"), from and against any third party claim, including
any government claim, arising out of or in connection with any (i) Your alleged
or actual violation of applicable laws and regulations in connection with Your
use of the Licensed Software, or (ii) Your use of any data or results generated
using the Licensed Software; and (b) pay directly or indemnify the Selventa
Related Parties for any costs, expenses, judgments, settlement amounts, damages
or fees incurred by any one or more of the Selventa Related Parties in
connection with any such claims.
7. Limitation on Liability. SUBJECT TO THE LIMITATIONS OF APPLICABLE LAW, IN NO
EVENT SHALL SELVENTA BE LIABLE TO OR THROUGH YOU, BASED ON ANY THEORY OF LAW,
EQUITY, TORT, CONTRACT OR OTHERWISE FOR ANY DAMAGES OF ANY KIND, WHETHER DIRECT
OR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF
PROFITS, LOSS OF REVENUE, LOSS OF DATA OR RESULTS, DAMAGE TO REPUTATION,
OPPORTUNITY COSTS OR COSTS FOR REPLACEMENT PRODUCTS OR SERVICES, ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT OR THE LICENSED SOFTWARE (OR ITS
PERFORMANCE OR NON-PERFORMANCE), EVEN IF SELVENTA WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL SELVENTA BE LIABLE FOR AGGREGATE
DAMAGES IN EXCESS OF US$100, REGARDLESS OF THE NATURE OF THE DAMAGES OR THEORY
OF THE CLAIM, AND WITH ALL CLAIMS APPLIED AGAINST SUCH CAP. BECAUSE SOME STATES
OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
DAMAGES (SUCH AS CONSEQUENTIAL OR INCIDENTAL DAMAGES), THE ABOVE LIMITATIONS
MAY NOT APPLY TO YOU.
8. General
8.1. Entire Agreement; Construction. This License Agreement constitutes the
entire understanding between You and Selventa, and supersedes all prior
discussions, representations, understandings, or agreements (including any
pre-existing nondisclosure agreement, except as to its surviving terms and with
respect to information disclosed under that agreement), whether oral or in
writing, between You and Selventa with respect to the subject matter of this
License Agreement. Any modification or amendment to this License Agreement must
be in writing and signed by both You and Selventa. A waiver shall only be
deemed to have been made if expressed in writing by the party granting such
waiver and shall not be construed as a waiver of future performance of any such
term. If any provision of this License Agreement shall be held by a court of
law of competent jurisdiction to be unenforceable, the remaining provisions
shall remain in full force and effect and, to the extent allowed and
practicable, the unenforceable provision shall be modified so as to be
enforceable consistent with its original intent and economic effect. The term
"including" shall be construed inclusively to mean "including without
limitation." Headings in this License Agreement are for convenience only and
shall not be used to support any substantive construction of the terms of this
License Agreement.
8.2. No Assignment. This License Agreement is personal to you and may not be
assigned by You without the prior written consent of Selventa but shall be
binding on all authorized successors and assigns.
8.3. Governing Law and Jurisdiction. This License Agreement shall be governed
by and construed under the laws of the Commonwealth of Massachusetts without
regard to conflict of laws provisions. The Parties expressly reject any
application to this License Agreement of (i) the United Nations Convention on
Contracts for the International Sale of Goods, (ii) the 1974 Convention on the
Limitation Period in the International Sale of Goods, as amended by that
certain Protocol adopted in Vienna on April 11, 1980, (iii) any amendments to
the foregoing, or (iv) the Uniform Computer Information Transactions Act
(UCITA). The federal and state courts sitting in Boston, Massachusetts shall
have exclusive jurisdiction and venue to adjudicate any dispute arising out of
this License Agreement. Each party hereto expressly consents to the personal
jurisdiction of the courts of Massachusetts and waives any defense on venue,
including the defense of forum non conveniens.
8.4. U.S. Government Licensees. If You are or use the Licensed Software on
behalf of a U.S. Government agency, this License Agreement constitutes the
entire agreement between the Government agency and Selventa and is binding on
government users in accordance with the policy stated at Federal Acquisition
Regulation (FAR), 48 CFR §§ 12.211 and 12.212 (for non-defense agencies) or
Defense FAR Supplement (DFARS), 48 CFR §§ 227.7201 and 227.7202 (for defense
agencies). The Licensed Software has been developed at private expense and not
under a Government contract. Pursuant to FAR, 48 C.F.R.12.212 (for non-defense
agencies) and DFARS, 48 C.F.R. 227.7202-1 for defense agencies, the
Government's rights in the Licensed Software are limited to those rights
granted in this License Agreement.
Contact Us. If You have any questions concerning this License Agreement or wish
to contact Selventa for any reason,
please write:
Selventa, Inc., One Alewife Center, Cambridge, Massachusetts 02140;
Web: http://selventa.com/contact
Email: [email protected]