LICENSE AGREEMENT
IMPORTANT NOTICE: YOUR USE OF THE SOFTWARE IS CONDITIONED ON YOUR REVIEW AND AGREEMENT TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.
DEFINITIONS:
“Licensor” means Zachary Kurmas. “Licensee” means You, if you accept the terms of this Agreement. “Authors” means Zachary Kurmas “Software” means the MIPSUnit software package, including any subsequent upgrades, updates, or modifications provided by Authors or Licensor.
LICENSE GRANT.
Licensor grants to Licensee a non-exclusive, worldwide, royalty-free, perpetual, non-transferable, single-user license to copy and use the Software and related documentation for any academic or educational use. This license does not entitle Licensee to any installation support, technical support, telephone assistance, or maintenance. This license entitles Licensee to upgrades, updates, and modifications within the Software only to the extent they are made available by Licensor from time-to-time at Licensor’s sole discretion.
RESTRICTIONS.
Except as otherwise expressly permitted in this Agreement, Licensee may not (i) sell, rent, lease, or sublicense rights in Software; (ii) remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in Software or related documentation; (iii) except as provided in Article 6, use the name of Licensor or Authors in any manner related to the Software without their prior written permission; (iv) make any derivative works based on or incorporating the Software.
TERMINATION.
License and the rights granted hereunder shall terminate automatically if Licensee breaches any of the terms or conditions of this Agreement, unless Licensee receives a prior written waiver of such breach from Licensor. Upon termination, Licensee shall destroy all copies of the Software and related documentation, including copies made for backup purposes.
PROPRIETARY RIGHTS.
The Software and related documentation constitute published works and are protected by copyright and other intellectual property laws and by international treaties. All rights, title to, and ownership interest in the Software, including all intellectual property rights therein, belong to and shall remain with Licensor. Licensee acknowledges such ownership and intellectual property rights and agrees not to take any action that jeopardizes, limits, undermines, or in any manner interferes with Licensor’s ownership and intellectual property rights with respect to the Software.
MANDATORY NOTICE.
Both the notice below and the full terms of this Agreement shall be embedded in any location or medium in which the Software or related documentation is stored, copied, or reproduced, and shall be loaded into computer memory for use, display, or reproduction in any copy of Software or related documentation. The notice to accompany the full terms of this Agreement shall state: “MIPSUnit is licensed from Zachary Kurmas. Copyright (C) 2013. All rights reserved.”
DISCLAIMER OF WARRANTY.
THE SOFTWARE IS PROVIDED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT ON AN “AS IS” BASIS. LICENSOR MAKES NO REPRESENTATIONS OF AND SPECIFICALLY DISCLAIMS WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES THAT THE SOFTWARE IS MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, NON-INFRINGING, ACCURATE, OR FREE FROM DEFECTS, WHETHER DISCOVERABLE OR NOT. LICENSEE BEARS THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, LICENSEE ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR THE ENTIRE COST OF ANY SERVICE AND REPAIR IN CONNECTION THEREWITH. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
LIMITATION OF LIABILITY.
IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL LICENSOR BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE ANY PORTION OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND WITHOUT REGARD TO WHETHER SUCH CLAIM OR ALLEGATION IS BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY).
MISCELLANEOUS.
(a) This Agreement constitutes the entire Agreement between the parties concerning the subject matter hereof. (b) This Agreement may be amended only by mutual written agreement, signed by both parties. © Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the State of Michigan, U.S.A., excluding its conflict of law provisions, and the parties choose the state and federal courts within the State of Michigan as the sole venue for disputes involving this Agreement. (d) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (e) If any provision in this Agreement should be held invalid or unenforceable by a court having jurisdiction, such provision shall be modified to the minimum extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. (f) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (g) The provisions of this Agreement which require or contemplate performance after the termination of this Agreement shall be enforceable notwithstanding said termination. (h) Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein. (i) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors, and permitted assigns. (j) The relationship between Licensor and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind Licensor in any way. (k) The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning.