PROGRAM USE LICENSE AGREEMENT
Program: Michigan's X-ScoreTM Software Version 1.2
IMPORTANT – READ CAREFULLY: This Agreement is a legal agreement between
LICENSEE and The Regents of The University of Michigan, a constitutional
corporation of the State of Michigan, ("MICHIGAN"). The term “LICENSEE” shall
mean the person installing the PROGRAM (defined below in Paragraph 1) if it is
solely for personal use by that person on the personal equipment of that
person. If the PROGRAM is being installed on equipment for use by another
legal entity, such as a corporation, limited liability company or partnership,
then the person installing the PROGRAM by proceeding with the installation
certifies that he or she has authority to bind that legal entity to this
Agreement; and that legal entity shall be considered to be the LICENSEE. By
installing, copying, downloading, accessing or otherwise using the PROGRAM,
you and LICENSEE agree to be bound by the terms of this Agreement. If you or
LICENSEE (if a separate legal entity) do not agree with the terms of this
Agreement, do not install, access or use the PROGRAM.
1. The University of Michigan through its Department of Internal Medicine has
developed a proprietary computer program and related documentation, known as
Michigan's X-Score Program, for use in computing binding affinities of given
ligand molecules to their target protein, and further described in Michigan
Office of Technology Transfer file #2816, (the "PROGRAM") which is
2. LICENSEE desires to obtain and MICHIGAN, consistent with its mission of
education and research, desires to grant a license to use the PROGRAM subject
to the terms and conditions set forth below.
The parties therefore agree as follows:
MICHIGAN hereby grants to LICENSEE a non-exclusive, non-transferable right to
use the PROGRAM in executable and source code form and subject to the terms
and conditions of this Agreement.
II. LIMITATION OF LICENSE AND RESTRICTIONS
A. LICENSEE agrees that it shall use the PROGRAM and derivative works only for
LICENSEE's sole and exclusive research, and shall not disclose, sell, license,
or otherwise distribute the PROGRAM or derivative works to any third party
without the prior written consent of MICHIGAN. LICENSEE shall not assign this
Agreement, and any attempt by LICENSEE to assign it shall be void from the
beginning. LICENSEE may make the PROGRAM available to contractors who are
under obligation to abide by the terms of this license. LICENSEE, its
employees and applicable contractors may make derivative works and a limited
number of copies of the PROGRAM and its derivative works for backup purposes
and for research and educational use by LICENSEE. LICENSEE agrees that it will
not charge a royalty or other fee for use of the PROGRAM or derivative works
above direct costs incurred by the LICENSEE in copying the PROGRAM or
derivative works. LICENSEE agrees to secure and protect and require its
employees and contractors to secure and protect the PROGRAM and derivative
works and any copies in a manner consistent with protection of LICENSEE’S own
intellectual property, and to take appropriate action by instruction or
agreement with its employees and contractors who are permitted access to the
PROGRAM and derivative works in order to satisfy LICENSEE's obligations under
this Agreement. LICENSEE assumes the responsibility to insure that all copies
of the PROGRAM and derivative works by any employee or contractor no longer
associated with LICENSEE are destroyed or returned.
B. LICENSEE will provide access to the PROGRAM or derivatives only to
employees and contractors under obligation to abide by the terms of this
C. LICENSEE shall cite the program in any resulting publication by taking
reference to the publication in the Journal of Computer-Aided Molecular
Design, 2002, 16, 11-26.
There is no charge for the license granted under this Agreement.
IV. TITLE AND OWNERSHIP
A. No ownership rights of MICHIGAN in the PROGRAM are conferred upon LICENSEE
by this Agreement.
B. LICENSEE acknowledges MICHIGAN'S proprietary rights in the PROGRAM and
agrees to reproduce all copyright notices and disclaimers supplied by MICHIGAN
on all copies of the PROGRAM and derivative works.
C. LICENSEE will own the results generated by the PROGRAM.
V. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
A. THE PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MICHIGAN DOES NOT
WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET LICENSEE'S
REQUIREMENTS OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. MICHIGAN
shall not be liable for special, indirect, incidental, or consequential
damages with respect to any claim on account of or arising from this Agreement
or use of the PROGRAM or derivative works, even if MICHIGAN has been or is
hereafter advised of the possibility of such damages. Because some states do
not allow certain exclusions or limitations on implied warranties or of
liability for consequential or incidental damages, the above exclusions may
not apply to LICENSEE. In no event, however, will MICHIGAN be liable to
LICENSEE, under any theory of recovery, in an amount in excess of the license
royalty paid by LICENSEE under this Agreement.
B. LICENSEE agrees that MICHIGAN has no obligation to provide to LICENSEE any
maintenance, support, or update services.
VI. TERMINATION: If LICENSEE at any time fails to abide by the terms of this
Agreement, MICHIGAN shall have the right to immediately terminate the license
granted herein, require the return or destruction of all copies of the PROGRAM
and derivative works from LICENSEE and certification in writing as to such
return or destruction, and pursue any other legal or equitable remedies
A. 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 MICHIGAN, 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.
B. THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENT BETWEEN MICHIGAN AND LICENSEE AND SUPERSEDES ALL PRIOR AND
CONTEMPORANEOUS 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.
C. The terms and conditions of this Agreement shall prevail notwithstanding
any different, conflicting, or additional terms or conditions which may appear
in any purchase order or other document submitted by LICENSEE. LICENSEE agrees
that such additional or inconsistent terms are deemed rejected by MICHIGAN.
D. Unless otherwise exempt therefrom, LICENSEE agrees that it will be
responsible for any sales, use or excise taxes imposed by any governmental
unit in this transaction except income taxes.
E. The PROGRAM and derivative works thereof are subject to United States laws,
rules and regulations regarding export, including but not limited to the
Department of Commerce Export Regulations. Export, reexport, diversion,
duplication, or other transfer of the PROGRAM or any derivative work is
prohibited unless done in full compliance with the export laws, rules and
regulations of the United States.
X-Score License 03.04
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