Software Application License Agreement
This License Agreement (“Agreement”) is a legal agreement between LICENSEE and Mississippi State University (“MSU”) for online access to the software application for material modeling (“Software Application”). By using the Software Application, LICENSEE is agreeing to be bound by the terms of this Agreement. LICENSEE agrees that LICENSEE’s use of the Software Application acknowledges that LICENSEE has read this Agreement, understands it, and agrees to be bound by its terms and conditions.
- Grant of License. Subject to the terms and conditions of this Agreement, MSU hereby grants to LICENSEE a non-exclusive license to use the Software Application. LICENSEE may use the Software on a single computer and make one copy of the Software in machine-readable form for backup purposes only. LICENSEE must reproduce on such copy MSU’s copyright notice and any other proprietary legends that were on the original copy of the Software.
- Restrictions. The Software Application contains copyrighted material, trade secrets and other proprietary material. In order to protect them, and except as permitted by applicable legislation, LICENSEE may not decompile, reverse engineer, disassemble, or otherwise reduce the Software Application to a human-perceivable form, or otherwise attempt to discover the source code of any Software Application provided in compiled form; modify, network, rent, lend, loan, distribute or create derivative works based upon the Software Application in whole or in part; electronically transmit the Software Application from one computer to another or over a network; copy the Software Application; or, transfer LICENSEE’s license rights to use the Software Application, the related documentation, or this Agreement to another party.
- Copyright and Trademark. The Software Application and Documentation are owned by MSU. All title, ownership, rights, and intellectual property rights in and to the Software Application and Documentation shall remain with and in MSU. The Software Application and the Documentation are protected by the copyright laws of the United States and international copyright treaties. LICENSEE shall not use the names, logos, trademarks or any other mark or image considered by MSU to be identified with or protected by MSU, or those of any of its employees or former employees, or any adaptation thereof, in any advertising, promotional or sales literature without prior written consent being obtained from MSU in each case, except that LICENSEE may state that it is licensed by MSU under this Agreement.
- Export Law Assurance. LICENSEE hereby agrees that it shall not sell, transfer, export or re-export any Software Application or related information in any form, or any direct products of such information, except in compliance with all applicable laws, including the export laws of any U.S. Government agency and any regulations thereunder, and will not sell, transfer, export or re-export any such Software Application or information to any persons or any entities with regard to which there exist grounds to suspect or believe that they are violating such laws. LICENSEE shall be solely responsible for obtaining all licenses, permits or authorizations required from the U.S. and any other government for any such export or re-export. To the extent not inconsistent with this Agreement, MSU agrees to provide LICENSEE with such assistance as it may reasonably request in obtaining such licenses, permits or authorizations.
- Disclaimer of Warranty. MSU 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, VALIDITY OF COPYRIGHT OR PATENT, ISSUED OR PENDING, OR FOR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER DISCOVERABLE OR NOT DISCOVERABLE. NOTHING IN THIS LICENSE AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY MSU THAT THE PRACTICE BY LICENSEE OR SUBLICENSEES OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE COPYRIGHT OR PATENT OF THIRD PARTIES. IN NO EVENT SHALL THE MISSISSIPPI BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING, MSU THE TRUSTEES, OR ANY OFFICERS, AGENTS OR EMPLOYEES THEREOF BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOSS OF PROFITS, REGARDLESS OF WHETHER MSU SHALL BE ADVISED OF, SHALL OTHERWISE HAVE REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY THEREOF.
- MISCELLANEOUS PROVISIONS:
- Governing Laws. This Agreement shall be construed, governed, interpreted and applied in accordance with the laws of the State of Mississippi, U.S.A without regard to its choice of law or conflicts of law rules or principles.
- Severability. The provisions of this Agreement are severable, and in the event that any provisions of this Agreement shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.
- No Waiver. The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party.
- Lawful Use. LICENSEE shall not use Software Application for any unlawful purpose, including infringement of copyrights or proprietary rights of others, or in any illegal manner or for the creation or distribution of illegal content.
- Entire Agreement. The parties hereto acknowledge that this Agreement and any Appendices thereto, sets forth the entire Agreement and understanding of the parties hereto as to the subject matter hereof, and shall not be subject to any change or modification except by the execution of a written instrument subscribed to by the parties hereto.