Licensor means the Department of Computer Science at the University of Aarhus.
Licensed Product means the CPN Tools computer software program(s) in object code form which is licensed by Licensor to Licensee.
2. Grants of Rights
Software License. Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, royalty-free, worldwide, non-transferable license to use the Licensed Product (without right of further license). Licensee may make a reasonable number of copies of the Licensed Product for own use, backup and/or archival purposes only.
Authorised Users. All use of the Licensed Product will be solely by Licensee Personnel. For Universities and other educational organisations this includes students.
Compliance. Licensee shall provide information as reasonably requested by Licensor to ensure compliance by Licensee with the terms of this Agreement.
Proprietary Notices. Licensee must reproduce and include the copyright notice and any other notices that appear on the original copy of the Licensed Product on any copies made thereof by Licensee in any media.
License Restrictions. Licensee acknowledges that the scope of the license granted hereunder does not permit Licensee to sell or distribute the Licensed Product or any third party software product which contains or is derived from the Licensed Product (or any part of Licensed Product). Licensee may not disassemble, decompile or otherwise reverse engineer the Licensed Product.
Distribution. Licensor distributes the Licensed Product via an FTP site. Licensor will deliver a password to Licensee to allow Licensee to download the Licensed Product.
Handling of supplied information. Licensor reserves the right to publish information on the Internet, to show who has a CPN Tools license (that is the information given in the fields Address, Licensee, Contact Person, E-mail, WWW, Phone and License number above). Licensor shall take reasonable precautions against software designed to automatically collect E-mail addresses.
If Licensee is a US governmental agency or is obtaining any Licensor material under this Agreement pursuant to a US government contract or with US government funds or is acquiring any Licensor material on behalf of any unit or agency of the US Government, then Licensee will obtain the Government's agreement as follows:
if the Licensed Product, and Documentation are being supplied to the Department of Defence ("DOD"), the Licensed Product and Design Techniques are classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights", and as to the Documentation the Government is acquiring only "limited rights" (as those terms are defined in Clause 252.227-7013 of the DFARS); and
if the Licensed Product and Documentation are being supplied to any unit or agency of the United States Government other than DOD, the Licensed Product and Documentation are classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" and as to the Documentation the Government is acquiring only "limited rights" (as those terms are defined in Clause 52.227-19 of the FAR or, in the case of NASA, in Clause 18-52.227-86 of the NASA supplement to the FAR).
3. Termination of License
Termination. Licensor has the right to terminate this Agreement at any time upon three hundred and sixty (360) calendar days notice to Licensee. Licensee may terminate this agreement at any time upon thirty (30) days prior written notice to Licensor.
Effect of Termination. Upon termination, Licensee shall immediately cease all use of the Licensed Product and return or destroy all such copies and all portions thereof and so certify in writing to Licensor. Neither party will be liable to the other for damages of any sort solely as a result of terminating this Agreement in accordance with its terms, and the termination of this Agreement will be without prejudice to any other rights or remedy of either party. The provisions of Sections 4 and 5 shall survive any termination or expiration of this Agreement.
4. Disclaimer of Warranty and Limitation of Liability
Disclaimer of Warranty. THE LICENSED PRODUCT ARE LICENSED “AS-IS”, AND LICENSOR MAKES NO OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE LICENSED PRODUCT OR DOCUMENTATION. LICENSOR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
Limitation of Liability. UNDER NO CIRCUMSTANCES, SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF THE LICENSED PRODUCT, HOWEVER CAUSED, (WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE); OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
5. General Provisions
Assignment. This Agreement may not be assigned by Licensee.
Notices. Any notice required hereunder shall be in writing and will be deemed to have been duly given if delivered personally, by facsimile, or mailed by first-class, registered or certified mail, postage prepaid to the respective addresses of the parties set forth in this Agreement.
No Waiver. Failure by either party to enforce any provisions of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements or representations, oral or written, regarding such subject matter. This Agreement may not be modified or amended except in writing signed by a duly authorised representative of both parties.