EVALUATION SOFTWARE LICENSE
AGREEMENT
IMPORTANT!
The Software you seek to use is licensed only on the condition that YOU agree
with The University of British Columbia to the terms and conditions set forth
below. PLEASE CAREFULLY READ THE TERMS
OF THIS SOFTWARE LICENSE AGREEMENT. If you do not agree to the terms of
this agreement, delete and do not use the Software.
1) License to use the UBC Software. The Perception-Driven Vectorization Software (the “Software”) you seek to use is licensed only on the condition that
you ("YOU") agree with The
University of British Columbia, a corporation continued under the University
Act of British Columbia with offices at 103 – 6190 Agronomy Road, Vancouver,
British Columbia, V6T 1Z3 (“UBC”) to
the terms and conditions set forth below.
UBC grants to YOU a non-exclusive, non-transferable,
non-sublicensable right to use the Software on a single computer at a single
location and on the terms and conditions set out in this Agreement, for
internal trial and evaluation purposes only. YOU shall not use the Software for any other purposes including without
limitation for any commercial purposes whatsoever. UBC specifically retains
the right to grant licenses of the Software to other persons. If YOU are
interested in using the Software for any commercial purposes, please contact
UBC’s University-Industry-Liaison Office at ian.bell@uilo.ubc.ca.
2) Representation of Authority. YOU represent and warrant to UBC that YOU possess
the legal authority to enter into this Agreement, and that YOU will be
financially responsible for your use of the Software. You agree to be
responsible for all license fees, costs, charges and taxes arising out of your use
of the Software. YOU also acknowledge that YOU are solely responsible for
supplying any hardware necessary to use the Software pursuant to this
Agreement.
3) Confidential Information. YOU agree that the Software and any and all
documentation, knowledge, know‑how and/or techniques relating to the
Software, is and will remain the sole and absolute property of UBC. YOU
acknowledge that all documentation, trade-marks, trade names, inventions,
discoveries, improvements, software, copyright, know-how or other intellectual
property, whether or not patentable or copyrightable, created by UBC prior to,
during, or after the termination of, this license, pertaining to the Software
are and will remain the sole and absolute property of UBC. Furthermore, YOU
agree that the Software (including any and all confidential information,
documentation, or computer code which UBC may at any time disclose to YOU relating
to the Software) is the proprietary and confidential information of UBC (the “Confidential Information”) and YOU will
not disclose any Confidential Information, directly or indirectly, to any third
parties, or allow any third party to use the Software or Confidential
Information, and YOU shall use the Confidential information solely in
accordance with the provisions of this Agreement. UBC retains all rights, title
and interest in and to the Software.
4) [IB1] [WU2] [WU3] No Warranty. YOU further acknowledge and agree that the
Software is experimental in nature and is provided to YOU on an “as is” basis
and for internal evaluation purposes only. UBC has no obligation to provide any
services, modifications, upgrades, updates, or replacements relating to the Software.
YOU acknowledge and agree that UBC makes no representations and extends no
warranties of any kind, either express or implied. There are no express or
implied warranties of merchantability or fitness of the Software for a
particular purpose, or that the use of the Software will not infringe any
patent, copyright, trademark or other rights, or any other express or implied representations
or warranties. In particular, nothing in this Agreement is or will be construed
as a warranty or representation by UBC as to the validity or scope of copyright
or other intellectual property rights in the Software; an obligation to furnish
any other software, technology, or technological information; an obligation on UBC
to correct malfunctions that arise in the version of the Software that YOU
receive. UBC DOES NOT WARRANT THAT THE SOFTWARE IS FREE FROM MALFUNCTIONS, NOR
THAT ANY MALFUNCTIONS CAN OR WILL BE CORRECTED OR THAT UBC WILL DEVELOP OR
PROVIDE TO YOU ANY OPERATIONS, CAPABILITIES OR FEATURES NOT PRESENT IN THE VERSION
OF THE SOFTWARE THAT YOU RECEIVE.
5) [IB4] Limitation of
Liability. YOU AGREE THAT IN NO EVENT SHALL UBC BE
LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL,
PUNITIVE OR SPECIAL DAMAGES WHATSOEVER, WITHOUT REGARD TO CAUSE OR THEORY OF
LIABILITY, OR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) INCURRED FOR LOSS OF
BUSINESS, PROFITS OR REVENUE, LOSS OF PRIVACY, LOSS OF USE OF ANY DEVICE OR SOFTWARE
(INCLUDING BUT NOT LIMITED TO, THE SOFTWARE), COSTS OF PROCURING SUBSTITUTE OR
REPLACEMENT GOODS AND SERVICES, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION OR OTHER PECUNIARY LOSS ARISING OUT OF THIS AGREEMENT OR THE SOFTWARE
PROVIDED HEREUNDER, EVEN IF UBC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. NO MEMBER OF UBC, ITS BOARD OF GOVERNORS, OFFICERS, EMPLOYEES,
FACULTY, STUDENTS, STAFF OR AGENTS WILL BE LIABLE FOR ANY UNAUTHORIZED ACCESS
TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION, INADVERTENT
DISCLOSURE OR LOSS OF DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR
STORED BY OR IN CONNECTION WITH THE SOFTWARE REGARDLESS OF THE CAUSE. UBC’S
TOTAL LIABILITY, WHETHER UNDER THE EXPRESS OR IMPLIED TERMS OF THIS AGREEMENT,
IN TORT (INCLUDING NEGLIGENCE), OR AT COMMON LAW, FOR ANY LOSS OR DAMAGE
SUFFERED BY THE LICENSEE WHETHER DIRECT, INDIRECT OR SPECIAL, OR ANY OTHER
SIMILAR OR LIKE DAMAGE THAT MAY ARISE OR DOES ARISE FROM ANY BREACHES OF THIS
AGREEMENT BY UBC, ITS BOARD OF GOVERNORS, OFFICERS, EMPLOYEES, FACULTY,
STUDENTS, STAFF OR AGENTS, IS STRICTLY LIMITED TO FIVE CANADIAN DOLLARS (CA$5.00).
6) [IB5] Restrictions of Use. YOU SHALL NOT and will NOT authorize any third
party to:
·
make
copies of the Software, other than a single backup copy, and any such copy
together with the original must be kept in YOUR possession or control. YOU shall reproduce and
include the copyright notice of UBC on any backup copy;
·
reverse
engineer, reproduce, derive source code, modify, improve, adapt, translate,
decompile, disassemble, copy, translate into another computer language, create
data or executable programs which mimic data or functionality in the Software, and/or
create derivative works from the Software, in whole or in part
·
distribute,
sell, resell, lease, transfer, loan, assign, trade, rent, publish or otherwise
transfer the Software or any part thereof and/or copies thereof, to others;
·
license or
sublicense the use of the Software to others without the written permission of
UBC;
·
use,
without its express permission, the name of UBC or any trademark or logo of UBC
in advertising, publicity, or otherwise;
·
use the
Software, or permit use of the Software, or make the Software or any portion of
it, in any form, available for use on the Internet, in a network, multi-user
arrangement, remote access arrangement, including without limitation in
circumstances where the Software could be downloaded by multiple users;
·
remove,
disable or circumvent any security protections, proprietary notices or labels
contained on or within the Software; and
·
export or
re-export the Software or any copy or adaptation, whether in violation of any
applicable laws or regulations or otherwise.
7) [IB6] Indemnification. YOU
AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS UBC, ITS BOARD OF GOVERNORS,
OFFICERS, EMPLOYEES, FACULTY, STUDENTS, STAFF AND AGENTS FROM AND AGAINST ANY
AND ALL LIABILITY, LOSS, DAMAGE, ACTION, CLAIM OR EXPENSE (INCLUDING ATTORNEY'S
FEES AND COSTS AT TRIAL AND APPELLATE LEVELS) IN CONNECTION WITH ANY CLAIM,
SUIT, ACTION, DEMAND OR JUDGMENT ARISING OUT OF, CONNECTED WITH, RESULTING
FROM, OR SUSTAINED AS A RESULT OF YOUR USE OF THE SOFTWARE OR IN EXECUTING AND
PERFORMING THIS AGREEMENT.
8) [IB7] Term. YOU agree this license is effective for a limited trial period of 90 days only[IB8] , unless terminated earlier.
9) [IB9] Termination. YOU may terminate the license at any time by ceasing
all use of the Software and destroying or deleting the Software (including the
related documentation), together with all copies in any form. UBC may terminate
this license immediately, and this license shall be deemed to have
automatically terminated, if YOU breach or fail to comply with any term or
condition of this Agreement. Upon any termination, including termination by YOU,
YOU must destroy or return to UBC the Software (including the related documentation
or materials), together with all copies in any form, and YOU will have no
further right to use the Software. Article 3 (Confidential Information), Article 4
(No Warranty), Article 5 (Limitation of Liability), Article 6 (Restrictions of
Use), Article 7 (Indemnification) and Article 9 (Termination)[IB10] of this Agreement will however survive any termination of this
Agreement.
10) [IB11] Governing Law. YOU agree this Agreement shall be governed
by, interpreted and construed in accordance with, the laws of the province of British
Columbia, and where applicable, the laws of Canada, without regard to any
conflict of laws principles that would result in the application of laws of any
other jurisdiction. YOU agree that by accepting the terms of this Agreement and
using the Software YOU have attorned to the exclusive jurisdiction of the Supreme
Court of British Columbia. The Parties agree that the British Columbia Supreme
Court has exclusive jurisdiction over this Agreement.
11) [IB12] Miscellaneous. No modification of
this Agreement will be binding on the parties, unless in writing and signed by
an authorized representative of each party.
Should any provision of this Agreement be declared invalid
or unenforceable, then such provision shall be deemed severable from this
Agreement and shall not affect the validity or enforceability of the remaining provisions
hereof. All rights in the Software not specifically granted in this Agreement
are reserved by UBC.
YOU may not assign or transfer this Agreement (by
merger, operation of law or
in any other manner) without the prior written
consent of UBC and any attempt to do so without such consent shall be void,
with no legal force and effect, and shall constitute a material breach of this
Agreement by YOU.
YOU acknowledge that YOU have read this Agreement,
understand it, and that by using the Software YOU agree to be bound by its
terms and conditions. YOU further agree that it is the complete and exclusive
statement of the agreement between UBC and YOU, and supersedes any proposal or
prior agreement, oral or written, and any other communication between UBC and YOU
relating to the subject matter of this Agreement.