Step 1: License Agreement

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.

BACKGROUND

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 copyrighted; and

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:
I. LICENSE
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 Agreement.
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.

III. CONSIDERATION
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 available.

VII. MISCELLANEOUS
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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