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‎LICENSE_COMMERICAL‎

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End-User License Agreement
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PROGRAM: - RNAPosers: Machine Learning Classifiers For RNA Containing Complexes
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IMPORTANT – READ CAREFULLY: This Agreement is a legal agreement between
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“LICENSEE” (defined below) and The Regents of The University of
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Michigan, a constitutional corporation of the state of Michigan
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(“MICHIGAN”).
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BACKGROUND
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1. Faculty at the University of Michigan’s Department of Biophysics
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have developed a proprietary software application and related
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documentation, referred to as “RNAPosers”, for use by trained individuals
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in Computational Biophysics and related analysis (hereinafter referred to as
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"PROGRAM"); and
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2. LICENSEE desires to obtain, and MICHIGAN, consistent with its
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mission of education and research, desires to grant, a license to use
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the PROGRAM subject to the terms and conditions set forth below; and
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The parties therefore agree as follows:
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I. LICENSE
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MICHIGAN hereby grants to LICENSEE a non-exclusive, non-transferable
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right to install and use the PROGRAM solely within the department listed
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above and subject to the terms and conditions of this Agreement.
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II. LIMITATION OF LICENSE AND RESTRICTIONS
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A. LICENSEE shall not use, print, copy, translate, reverse engineer,
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decompile, disassemble, modify, create derivative works of or publicly
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display the PROGRAM, in whole or in part, unless expressly authorized by
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this Agreement.
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B. LICENSEE agrees that it shall use the PROGRAM only for LICENSEE'S
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sole and exclusive use, and shall not disclose, sell, license, or
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otherwise distribute the PROGRAM to any third party without the prior
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written consent of MICHIGAN. LICENSEE shall not assign this Agreement,
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and any attempt by LICENSEE to assign it shall be void from the
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beginning. LICENSEE agrees to secure and protect the PROGRAM and any
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copies in a manner consistent with the maintenance of MICHIGAN'S rights
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in the PROGRAM and to take appropriate action by instruction or
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agreement with its employees who are permitted access to the PROGRAM in
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order to satisfy LICENSEE'S obligations under this Agreement.
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III. CONSIDERATION
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LICENSEE agrees to pay to MICHIGAN a one-time non-refundable License Fee
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of $2,500 for the license rights granted in this Agreement. LICENSEE
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shall pay an Annual Fee of $2,500 for each additional year LICENSEE
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wishes to use the PROGRAM; such Annual Fee shall be due and payable July
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1 for each subsequent year. All payments shall be made to the order of
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"The Regents of The University of Michigan" c/o Office of Technology
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Transfer, 1600 Huron Parkway, 2nd Floor, Ann Arbor, MI 48109-2590.
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Attn: UM File #6481. Wire transfers shall be made in accordance with the
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following or any other instructions as may be specified by MICHIGAN:
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ABA/Routing No. 026-009-593; Account No. 54011-25777; SWIFT Bank
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Identifier Code BOFAUS3N; Account Name: The Regents of the University
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of Michigan EFT Depository; Bank of America, Troy, Michigan USA 48084.
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IV. TITLE AND OWNERSHIP
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A. No ownership rights of MICHIGAN in the PROGRAM are conferred upon
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LICENSEE by this Agreement.
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B. LICENSEE acknowledges MICHIGAN'S proprietary rights in the PROGRAM
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and agrees to reproduce all copyright notices supplied by MICHIGAN on
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all copies of the PROGRAM, and on all PROGRAM outputs and copies of
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PROGRAM outputs.
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V. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
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A. THE PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER
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EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES
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OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MICHIGAN DOES
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NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET
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LICENSEE'S REQUIREMENTS OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR
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FREE. MICHIGAN shall not be liable for special, indirect, incidental, or
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consequential damages with respect to any claim on account of or arising
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from this Agreement or use of the PROGRAM, even if MICHIGAN has been or
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is hereafter advised of the possibility of such damages. Because some
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states do not allow certain exclusions or limitations on implied
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warranties or of liability for consequential or incidental damages, the
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above exclusions may not apply to LICENSEE. In no event, however, will
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MICHIGAN be liable to LICENSEE, under any theory of recovery, in an
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amount in excess of the license fee paid by LICENSEE under this
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Agreement.
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B. LICENSEE agrees that MICHIGAN has no obligation to provide to
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LICENSEE any maintenance, support, or update services. Should MICHIGAN
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provide any revised versions of the PROGRAM to LICENSEE, LICENSEE agrees
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that this license agreement shall apply to such revised versions.
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104+
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VI. WARRANTY OF LICENSEE
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LICENSEE warrants and represents that it will carefully review any
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documentation or instructional material provided by MICHIGAN.
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VII. TERMINATION
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If LICENSEE at any time fails to abide by the terms of this
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Agreement or fails to pay the Annual Fee in Section III, MICHIGAN
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shall have the right to immediately terminate the license granted
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herein, require the return or destruction of all copies of the
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PROGRAM from LICENSEE and certification in writing as to such
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return or destruction, and pursue any other legal or equitable
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remedies available.
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VIII. OBLIGATIONS OF THE PARTIES
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LICENSEE shall report to MICHIGAN of any errors, difficulties or other
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problems with Licensed Program. The Developers and MICHIGAN are
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permitted to use any information LICENSE provide in making changes to
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the PROGRAM. Such reports shall be sent to:
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Project RNAPoser
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The University of Michigan
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1600 Huron Parkway, 2nd Floor
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Ann Arbor, MI 48109-2218
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Phone: (734) 615-0599
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Email: Aaron Frank [email protected]
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IX. MISCELLANEOUS
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A. This Agreement shall be construed in accordance with the laws of the
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state of Michigan. Should LICENSEE for any reason bring a claim, demand,
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or other action against MICHIGAN, its agents or employees, arising out
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of this Agreement or the PROGRAM licensed herein, LICENSEE agrees to
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bring said claim only in the Michigan Court of Claims.
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B. THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF
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THE AGREEMENT BETWEEN MICHIGAN AND LICENSEE AND SUPERSEDES ALL PRIOR
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AGREEMENTS, PROPOSALS, REPRESENTATIONS AND OTHER COMMUNICATIONS, VERBAL
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OR WRITTEN, BETWEEN THEM WITH RESPECT TO USE OF THE PROGRAM. THIS
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AGREEMENT MAY BE MODIFIED ONLY WITH THE MUTUAL WRITTEN APPROVAL OF
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AUTHORIZED REPRESENTATIVES OF THE PARTIES.
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C. The terms and conditions of this Agreement shall prevail
162+
notwithstanding any different, conflicting, or additional terms or
163+
conditions which may appear in any purchase order or other document
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submitted by LICENSEE. LICENSEE agrees that such additional or
165+
inconsistent terms are deemed rejected by MICHIGAN.
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D. Unless otherwise exempt therefrom, LICENSEE agrees that it will be
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responsible for any sales, use or excise taxes imposed by any
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governmental unit in this transaction except income taxes.
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E. LICENSEE acknowledges that the PROGRAM is of United States origin.
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LICENSEE agrees to comply with all applicable international and national
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laws that apply to the PROGRAM, including the United States Export
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Administration Regulations, as well as end-user, end-use, and
175+
destination restrictions issued by the United States.
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F. MICHIGAN and LICENSEE agree that any xerographically or
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electronically reproduced copy of this fully-executed agreement shall
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have the same legal force and effect as any copy bearing original
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signatures of the parties.
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‎LICENSE_NON-COMMERICAL‎

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End-User License Agreement
2+
3+
PROGRAM: - RNAPosers: Machine Learning Classifiers For RNA Containing Complexes
4+
5+
IMPORTANT – READ CAREFULLY: This Agreement is a legal agreement between
6+
“LICENSEE” (defined below) and The Regents of The University of
7+
Michigan, a constitutional corporation of the state of Michigan
8+
(“MICHIGAN”).
9+
10+
BACKGROUND
11+
12+
1. Faculty at the University of Michigan’s Department of Biophysics
13+
have developed a proprietary software application and related
14+
documentation, referred to as “RNAPosers”, for use by trained individuals
15+
in Computational Biophysics and related analysis (hereinafter referred to as
16+
"PROGRAM"); and
17+
18+
2. LICENSEE desires to obtain, and MICHIGAN, consistent with its
19+
mission of education and research, desires to grant, a license to use
20+
the PROGRAM subject to the terms and conditions set forth below; and
21+
22+
The parties therefore agree as follows:
23+
24+
I. LICENSE
25+
26+
MICHIGAN hereby grants to LICENSEE a non-exclusive, non-transferable
27+
right to install and use the PROGRAM for non-commercial, research and
28+
educational purposes solely within the department listed above and
29+
subject to the terms and conditions of this Agreement.
30+
31+
32+
33+
II. LIMITATION OF LICENSE AND RESTRICTIONS
34+
35+
A. LICENSEE shall not use, print, copy, translate, reverse engineer,
36+
decompile, disassemble, modify, create derivative works of or publicly
37+
display the PROGRAM, in whole or in part, unless expressly authorized by
38+
this Agreement.
39+
40+
B. LICENSEE agrees that it shall use the PROGRAM only for LICENSEE'S
41+
sole and exclusive use, and shall not disclose, sell, license, or
42+
otherwise distribute the PROGRAM to any third party without the prior
43+
written consent of MICHIGAN. LICENSEE shall not assign this Agreement,
44+
and any attempt by LICENSEE to assign it shall be void from the
45+
beginning. LICENSEE agrees to secure and protect the PROGRAM and any
46+
copies in a manner consistent with the maintenance of MICHIGAN'S rights
47+
in the PROGRAM and to take appropriate action by instruction or
48+
agreement with its employees who are permitted access to the PROGRAM in
49+
order to satisfy LICENSEE'S obligations under this Agreement.
50+
51+
52+
53+
III. TITLE AND OWNERSHIP
54+
55+
A. No ownership rights of MICHIGAN in the PROGRAM are conferred upon
56+
LICENSEE by this Agreement.
57+
58+
B. LICENSEE acknowledges MICHIGAN'S proprietary rights in the PROGRAM
59+
and agrees to reproduce all copyright notices supplied by MICHIGAN on
60+
all copies of the PROGRAM, and on all PROGRAM outputs and copies of
61+
PROGRAM outputs.
62+
63+
64+
65+
IV. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
66+
67+
A. THE PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER
68+
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES
69+
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MICHIGAN DOES
70+
NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET
71+
LICENSEE'S REQUIREMENTS OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR
72+
FREE. MICHIGAN shall not be liable for special, indirect, incidental, or
73+
consequential damages with respect to any claim on account of or arising
74+
from this Agreement or use of the PROGRAM, even if MICHIGAN has been or
75+
is hereafter advised of the possibility of such damages. Because some
76+
states do not allow certain exclusions or limitations on implied
77+
warranties or of liability for consequential or incidental damages, the
78+
above exclusions may not apply to LICENSEE. In no event, however, will
79+
MICHIGAN be liable to LICENSEE, under any theory of recovery, in an
80+
amount in excess of the license fee paid by LICENSEE under this
81+
Agreement.
82+
83+
B. LICENSEE agrees that MICHIGAN has no obligation to provide to
84+
LICENSEE any maintenance, support, or update services. Should MICHIGAN
85+
provide any revised versions of the PROGRAM to LICENSEE, LICENSEE agrees
86+
that this license agreement shall apply to such revised versions.
87+
88+
89+
90+
V. WARRANTY OF LICENSEE
91+
92+
LICENSEE warrants and represents that it will carefully review any
93+
documentation or instructional material provided by MICHIGAN.
94+
95+
96+
97+
VI. TERMINATION
98+
99+
If LICENSEE at any time fails to abide by the terms of this Agreement or
100+
fails to pay the Annual Fee in Section III, MICHIGAN shall have the
101+
right to immediately terminate the license granted herein, require the
102+
return or destruction of all copies of the PROGRAM from LICENSEE and
103+
certification in writing as to such return or destruction, and pursue
104+
any other legal or equitable remedies available.
105+
106+
107+
108+
VII. OBLIGATIONS OF THE PARTIES
109+
110+
LICENSEE shall report to MICHIGAN of any errors, difficulties or other
111+
problems with Licensed Program. The Developers and MICHIGAN are
112+
permitted to use any information LICENSE provide in making changes to
113+
the PROGRAM. Such reports shall be sent to:
114+
115+
Project RNAPoser
116+
117+
The University of Michigan
118+
119+
1600 Huron Parkway, 2nd Floor
120+
121+
Ann Arbor, MI 48109-2218
122+
123+
Phone: (734) 615-0599
124+
125+
Email: Aaron Frank [email protected]
126+
127+
VIII. MISCELLANEOUS
128+
129+
A. This Agreement shall be construed in accordance with the laws of the
130+
state of Michigan. Should LICENSEE for any reason bring a claim, demand,
131+
or other action against MICHIGAN, its agents or employees, arising out
132+
of this Agreement or the PROGRAM licensed herein, LICENSEE agrees to
133+
bring said claim only in the Michigan Court of Claims.
134+
135+
B. THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF
136+
THE AGREEMENT BETWEEN MICHIGAN AND LICENSEE AND SUPERSEDES ALL PRIOR
137+
AGREEMENTS, PROPOSALS, REPRESENTATIONS AND OTHER COMMUNICATIONS, VERBAL
138+
OR WRITTEN, BETWEEN THEM WITH RESPECT TO USE OF THE PROGRAM. THIS
139+
AGREEMENT MAY BE MODIFIED ONLY WITH THE MUTUAL WRITTEN APPROVAL OF
140+
AUTHORIZED REPRESENTATIVES OF THE PARTIES.
141+
142+
C. The terms and conditions of this Agreement shall prevail
143+
notwithstanding any different, conflicting, or additional terms or
144+
conditions which may appear in any purchase order or other document
145+
submitted by LICENSEE. LICENSEE agrees that such additional or
146+
inconsistent terms are deemed rejected by MICHIGAN.
147+
148+
D. Unless otherwise exempt therefrom, LICENSEE agrees that it will be
149+
responsible for any sales, use or excise taxes imposed by any
150+
governmental unit in this transaction except income taxes.
151+
152+
E. LICENSEE acknowledges that the PROGRAM is of United States origin.
153+
LICENSEE agrees to comply with all applicable international and national
154+
laws that apply to the PROGRAM, including the United States Export
155+
Administration Regulations, as well as end-user, end-use, and
156+
destination restrictions issued by the United States.
157+
158+
F. MICHIGAN and LICENSEE agree that any xerographically or
159+
electronically reproduced copy of this fully-executed agreement shall
160+
have the same legal force and effect as any copy bearing original
161+
signatures of the parties.

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