Academic License Agreement

The HDBStat! "Software" was developed at UAB and assigned to UAB Research Foundation ("University") desires to grant Licensee and Licensee desires to obtain from UAB RF a nonexclusive license to use the Software under the terms and conditions set forth below:

1. The License granted for the Software under this Agreement is a nonexclusive license for one computer terminal under the direct control of Licensee ("Designated Equipment").
   
   
2. University grants a non-exclusive license to use the Software free of charge to student, faculty member or staff member of any not-for-profit educational institution (K-12, junior college, college or university, or the international equivalent, or a library, or an employee of an organization which meets the IRS criteria for a charitable non-profit organization under section 501(c)(3) of the Internal Revenue Code.
   
   
3. The Software shall be used only on such Designated Equipment and shall not be transferred, or copied without the express written permission of University. Licensee acknowledges that the Software is the property of the University and in all publications and grant applications.
   
   
4. It is expressly understood and agreed that the Software is delivered to Licensee on an "AS IS" basis and that neither the University nor its authors are responsible for future support of the Software or for making any modifications to the Software.
   
   
5. Licensee acknowledges that Licensee will not be entitled to any Software upgrades and University will not provide maintenance for the Software. If Licensee finds defects, "bugs," in the Software, Licensee shall notify University contact (listed below) of the existence of the bugs. Neither University nor the authors shall, however, have any obligation to fix any bugs in the Software.
   
   
6. Licensee agrees that all error corrections, bug fixes, patches, updates or other modifications whether or not made by University shall be the sole property of University.
   
   
7. Government Rights. Licensee understands that the Software may have been developed under a funding agreement with the Government of the United States of America and, if so, that the Government may have certain rights relative thereto. This Agreement is explicitly made subject to the Government's rights under any such agreement and any applicable law or regulation if any. The extent that there is a conflict between any such agreement, applicable law or regulation and this Agreement, the terms of such Government agreement, applicable law or regulation shall prevail.
   
   
8. Licensee shall indemnify and hold harmless University, their officers, agents and employees from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of Licensee's modification or enhancement of the Software or otherwise caused by, or arising our of, or resulting from the exercise or practice of the license granted hereunder by Licensee or its officers, employees, agents or representatives.
   
   
9. The following acts are prohibited:
   • To copy, redistribute, post or otherwise enable or permit other individuals to access or use the Software;
   • To permit concurrent use of the Software except under the terms listed here in;
   • To modify, translate, reverse engineer, decompile, disassemble (Except and solely to the extent an applicable statute expressly and specifically prohibits such restrictions), or create derivative works based on the Software;
   • Rent, lease, grant a security interest in, or otherwise transfer rights to the Software;
   • To remove any proprietary notices or labels on the Software;
   • To assign this Agreement or its rights hereunder without the prior written consent of the University.
   
   
10. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Alabama. The Alabama state courts of County Jefferson, if there is exclusive federal jurisdiction, the United States District Court for the District of Alabama) shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and Licensee hereby consents to the jurisdiction of such courts.
    
    
11. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
    
    
12. No Warranty: THE SOFTWARE IS PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. UNIVERSITY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH LICENSEE. IN NO EVENT SHALL UNIVERSITY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE.
    
    
13. Title: Title, ownership rights, and intellectual property rights in the Software shall remain in University. The Software is protected by copyright and other intellectual property laws and by international treaties.
    
    
14. Maintenance: University is not obligated to provide maintenance or updates for the Software. University is not obligated to provide technical support in the use of the Software or the interpretation of results generated by the Software.