License Agreement

License Agreement

IMPORTANT - READ CAREFULLY!

This License Agreement is a legal agreement between you (hereinafter called „Licensee“) in your capacitiy as an individual and as an agent for your company, institution or other entity)

and

the Freestate of Bavaria, represented by the University of Wuerzburg, represented by the chancellor Dr. Uwe Klug, Sanderring 2, 97070 Wuerzburg, Department of Service Center for Research and Technology Transfer („LICENSOR“).

GRANT OF LICENSE. The forementioned software may only be downloaded and used for the purpose of non-commercial scientific research. Unchanged reproduction is permitted exclusively for your own scientific research. The software may not be modified in any way.

LICENSE GRANT: For these purposes only, the licensor hereby grants you, and you hereby accept, a non-exclusive, royalty free perpetual license to install and use the software for internal, non-commercial, research and development purposes only, subject to the following terms and conditions:

You (LICENSEE) may not distribute, rent, lease, loan or sublicense the software to any third party, nor may you distribute the software as incorporated into any derivative work you may create.

WARRANTY DISCLAIMER.  THE SOFTWARE IS SUPPLIED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, DO NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SOFTWARE, DO NOT REPRESENT THAT USE OF THE SOFTWARE WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS,  DO NOT WARRANT THAT THE SOFTWARE WILL FUNCTION UNINTERRUPTED, THAT IT IS ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED.

LIMITATION OF LIABILITY. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR LOSS OF DATA, FOR ANY REASON WHATSOEVER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF LICENSOR HAS BEEN WARNED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.  IN NO EVENT SHALL LICENSOR'S LIABILITY FOR DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.

INDEMNITY. LICENSEE shall indemnify, defend, and hold harmless Licensor and the Software developers against any and all claims, suits, losses, damage, costs, fees, and expenses arising out of or in connection with this Agreement. LICENSEE shall pay all costs incurred by LICENSOR in enforcing this provision, including reasonable attorney fees.

NO MAINTENANCE OR SUPPORT. LICENSOR is under no obligation committed to: (i) provide maintenance or support for the software; or (ii) notify you of bug fixes, patches, or upgrades to the features, functionality or performance of the Software ("Enhancements") (if any), whether developed by LICENSOR or third parties.

CONFIDENTIALITY.  You agree to take appropriate steps to ensure that the source code form of the software remains confidential and is protected against unauthorized disclosure, use, or release, and will treat it with at least the same level of care as you would use to protect and secure your own confidential information, but in any event using no less than a reasonable standard of care.

TERM AND TERMINATION. The license granted to you under this Agreement will continue perpetually unless terminated by LICENSOR in accordance with this Agreement. If you breach any term of this Agreement, and fail to cure such breach within thirty (30) days of the date of written notice, this Agreement shall immediately terminate. Upon such termination, you shall immediately cease using the software, return to LICENSOR or destroy all copies of the software and provide LICENSOR with written certification of your compliance with the foregoing. Termination shall not relieve you from your obligations arising prior to such termination. 

FINAL PROVISIONS This Agreement shall be governed by and construed in accordance with German Law. Any dispute or claims arising under this Agreement shall be subject tot he jurisdiction oft he district Court of Wuerzburg.