SOFTWARE LICENSE AGREEMENT SAAM II SOFTWARE, version 2.3:
This is a legal agreement between you (either an individual or an entity) and NANOMATH LLC ("Licensor") and by proxy, the University of Washington, and The Epsilon Group. By opening the sealed Software packages and/or installing, copying, or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, Licensor is unwilling to license the Software to you. In such event, you may not use or copy the Software, and you should promptly contact Licensor for instructions on return of the unused product(s) for a refund.
1. Grant of License: Subject to the provisions contained herein, Licensor hereby grants to you a non-exclusive license to use one copy of the version of the accompanying proprietary Software product, which may include user documentation (collectively the "Software") on a single computer (i.e., central processing unit), provided the Software is in use on only one computer at any time. If you have multiple licenses for the Software, then at any time you may have as many copies of the Software in use as you have licenses. The Software is "in use" on a computer when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer. The license granted under this Agreement does not grant you any right to any enhancement or update to the Software. Enhancements and updates, if available, may be obtained at Licensor's then current standard pricing, terms and conditions. Without prejudice to any other rights, Licensor may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement. In such event, you must cease using the Software and destroy all copies of the Software and all of its component parts.
2. Copyright: All title and copyrights in and to the Software (including any images, applets, photographs, animations, video, audio, music and text incorporated into the Software), and any copies of the Software, are owned by Licensor or its suppliers, and no title shall pass to you. The Software is licensed, not sold, and is protected by copyright laws and international treaty provisions. You must treat the Software like any other copyrighted material (e.g., book or musical recording) except that you may either:(a) make one copy of the Software for archival purposes, provided such copy contains all of the original Software's proprietary notices; (b) transfer the Software to a single hard disk provided you keep the original solely for backup or archival purposes. You may not copy the printed materials accompanying the Software.
3. Other Restrictions 1: You may not (and may not permit any other person to): (a) modify, translate, reverse engineer, decompile, disassemble (except to the extent the foregoing restriction is specifically prohibited by applicable law), or create derivative works based on the Software; (b) permit other individuals to use the Software except under the terms listed above; (c) rent, lease, grant a security interest in, or otherwise transfer rights to the Software; or (d) remove any proprietary notices or labels on the Software.
4. Other Restrictions 2: SAAM II is sold or given under 3 licensing conditions: Profit, Non-profit and non-profit-Educational. Any breach of the following condition entitles Nanomath to cease the licensing with no refund. The users acknowledge that by intentionally breaching the following conditions, it entitles Nanomath to seek compensation.
4.1. PROFIT. If you purchased a for-profit license you are entitled to use SAAM II for all your lawful purposes - for a fixed period agreed with Nanomath LLC.
4.2. NON-PROFIT. If you purchased a non-profit license you are entitled to use SAAM II for all your purposes except those generating direct or indirect revenue - for a fixed period agreed with Nanomath LLC. This license is usually released to Universities, NGOs, and Governments for their research activities.
4.3. NON-PROFIT EDUCATIONAL. This license is provided free of charge or a small token - for a fixed period agreed with Nanomath LLC. It entails the exclusive use for educational purposes, such as teaching or giving tutorials or homework use. Any other activity is strictly forbidden.
Limited Warranty: Licensor warrants that the Software will perform substantially in accordance with the accompanying printed materials for a period of ninety (30) days from the date of receipt. Any implied warranties on the Software are limited to ninety (30) days. The above limited warranty is void if failure of the Software has resulted from accident, abuse, misapplication, or use on a computer system for which it was not designed. Licensor does not warrant the operation of the Software to be uninterrupted or error-free, nor does Licensor make any warranty or representation regarding the use or output of the Software, medical or non-medical, in terms of correctness, accuracy, reliability, or otherwise. Some states/jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.
Customer Remedies: Licensor's entire liability and your exclusive remedy shall be, at Licensor's option, either (a) return of the price paid, or (b) repair or replacement of the Software that does not meet Licensor's limited warranty and that is returned to Licensor with a copy of your receipt. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by Licensor are available without proof of purchase from an authorized source.
No Other Warranties: To the maximum extent permitted by applicable law, Licensor disclaims all other warranties, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, with respect to the Software (including accompanying written materials). This limited warranty gives you specific legal rights. You may have others, which vary from state/jurisdiction to state/jurisdiction.
No Liability for Consequential Damages: To the maximum extent permitted by applicable law, in no event shall Licensor or its suppliers be liable for any damages whatsoever (including without limitation damages for loss of business profits, business Interruption, loss of business information, or other pecuniary loss) arising out of the use or inability to use the Software, even if Licensor has been advised of the possibility of such damages, and Licensor's total liability to you or any other party shall in no event exceed the price paid for the license of the Software, regardless of the failure of other remedies under this Agreement. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
EXPORT. Customer agrees to comply with all international and national laws that apply to the Software, including, but not limited to, the U.S. Export Administration Regulations, economic sanctions regulations administered by the Office of Foreign Assets Control, as well as similar restrictions issued by U.S. and other governments, which prohibit the provision of Software to specified destinations, end-users and end uses. Customer specifically represents and warrants that it will not export, re-export, sell, supply or transfer the Software to any country or person to which the United States has embargoed or restricted the provision of the Software, including, but not limited to, Cuba, Iran, North Korea, Sudan (North) or Syria, nationals of those countries, or to any other embargoed or restricted destination or person.
DISCLAIMER OF LIABILITY for a BIOSOFTWARE. The Customer by accepting the Agreement shall not use Nanomath’s software for work carried out in direct or indirect collaborations with embargoed countries and entities (see the list on https://home.treasury.gov/policy-issues/financial-sanctions/sanctions-programs-and-country- information). The customer must not in any circumstance intend to use Nanomath’s software for bioterrorism or related scopes of developing bioweapons or whichever research is intended to harm people or harm the interests of the United States of America. Nanomath LLC is no liable for any unlawful or unethical work arising in using its software as well. The Customer acknowledges all the above terms by accepting this Agreement and will be solely liable of its violation.
U.S. GOVERNMENT RESTRICTED RIGHTS The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.
Manufacturers are Nanomath LLC, Spokane, 99201 WA; The Epsilon Group, Charlottesville, VA 22901; and the University of Washington, Seattle, WA 98195. This Agreement is governed by the laws of the State of Washington. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.