LICENSING
AVSS
activities have been funded by local, state, and federal contracts and grants
and by royalty payments. AVSS is copyrighted by the Regents of the
AVSS/NET SOFTWARE AGREEMENT
This Agreement, effective this _____ day of__________,
2007, is made by and between «NAME», (hereinafter
referred to as "LICENSEE"), having a principal place of business «ADDRESS»,
«CITY», U.S.A. and THE REGENTS OF THE UNIVERSITY
OF CALIFORNIA, a California Corporation (hereinafter referred to as
"REGENTS"), on behalf of the Institute for Social, Behavioral, and
Economic Research at its Santa Barbara campus.
WITNESSETH
WHEREAS,
AVSS/NET ("Automated Vital Statistics System on the Internet") is an
interactive public health information system developed and made available
through the Internet by the University of California, at Santa Barbara; and
WHEREAS,
LICENSEE desires a license to use the computer program known as AVSS/NET and
REGENTS is willing to grant such a license; and
NOW,
THEREFORE, for and in consideration of the mutual covenants and undertakings
hereinafter set forth, and other good and valuable consideration, it is agreed
as follows:
1. GRANT
1.1 REGENTS grants and the LICENSEE
accepts, upon the terms and conditions hereinafter set forth, a nonexclusive,
nontransferable license to use the program system AVSS/NET (hereinafter
referred to as the "PROGRAM"). No right to sublicense or make
commercial use of the PROGRAM is granted herein.
2. PROGRAM
2.1
REGENTS is providing the
PROGRAM at LICENSEE's request on an "as is with all defects" basis.
2.2 The parties agree that any
copyright in the PROGRAM is owned by the REGENTS; the LICENSEE shall take all reasonable
precautions to preserve any REGENTS' copyright therein.
3. ASSIGNMENT
3.1
The parties hereto agree that
the LICENSE granted hereunder, and the licensed may not be assigned,
sublicensed, or otherwise transferred by the LICENSEE.
4. DELIVERY OF SOFTWARE
4.1
Upon acceptance of this
Agreement by LICENSEE, REGENTS agree to make available the use of the PROGRAM
as set forth in Paragraph 1 hereof to the LICENSEE by means of the Internet.
4.2
The LICENSEE agrees to accept
the program as is. It is understood that REGENTS are not obligated to provide
maintenance, installation services, debugging, improvements or support of any
kind and REGENTS accept no liability for any damage to the PROGRAM and its
backup copies, except as described hereunder.
5. LIMITATION OF LIABILITY
5.1
REGENTS make no warranties,
either express or implied, as to any matter whatsoever, including without
limitation, the condition of the program, merchantability, or fitness for a
particular purpose. REGENTS shall not be liable for any direct, consequential,
or other damages suffered by the licensee or any others resulting from the use
of the program.
6. TITLE
6.1
LICENSEE agrees and
understands that all rights to the program and any copies of the program are
owned by the REGENTS. REGENTS reserve the right to grant any rights to the
PROGRAM to other persons or entities upon such terms and conditions, as REGENTS
shall determine in their sole discretion.
6.2
The LICENSEE agrees not to
alter, change, or remove from the PROGRAM any identifications, including
copyright and trademark notices, which indicate ownership thereof by REGENTS.
7. USE RESTRICTIONS
7.1
The LICENSEE agrees that the
PROGRAM shall be protected from all unauthorized use.
7.2
The LICENSEE agrees not to
knowingly duplicate, provide, or otherwise make available the PROGRAM or any
other material provided in support of the PROGRAM, including documentation and
PROGRAM code, in any form, to any person, party, or entity without prior
written consent of REGENTS. Such prohibitions shall not apply to disclosure by
the LICENSEE to its employees and consultants to the extent that such
disclosure is reasonably necessary to the LICENSEE's use of the program.
7.3
The LICENSEE agrees to take
appropriate action with respect to its employees and consultants, by agreement
or otherwise, to satisfy its obligations under this Agreement with respect to
use, copying, transference, protection, and security of the PROGRAM, and any
other materials provided by REGENTS to the LICENSEE as a result of this
Agreement.
7.4
It is agreed that the rights
and privileges granted LICENSEE are each and all expressly conditioned upon the
faithful performance by LICENSEE of every requirement herein contained, and
that each of such conditions and requirements are specific license
restrictions.
8. TERM
8.1 This Agreement shall become
effective on the date that it is accepted by the REGENTS and shall remain in effect
for three (3) calendar years. It may be renewed thereafter using a similar
Agreement.
9. FEES
9.1
The LICENSEE agrees to pay
the REGENTS for the use of the PROGRAM according to the following fee schedule:
$550.00
for each workstation connected by means of the Internet to the PROGRAM.
9.2
The fee schedule shall remain
in effect as a one-time fee per user device during the three-year term of this
Agreement. Thereafter, a new Agreement will be required. The fee schedule for
subsequent Agreements shall not exceed the current fee schedule subject to
annual adjustments obtained by multiplying the fee by the percentage by which
the latest Consumer Price Index exceeds the base index figure (the latest
available published Price Index figure on the date of the Agreement).
10. EFFECT OF TERMINATION
10.1 Upon termination of this Agreement by either
party LICENSEE agrees to discontinue within 30 days of termination all use of
licensed PROGRAM and to return all documentation, and all copies of the PROGRAM
to REGENTS.
10.2 LICENSEE acknowledges that money damages alone
are inadequate to compensate REGENTS for a breach by LICENSEE of this
Agreement. Therefore, in the event of a breach or anticipated breach of any
provision of this Agreement by LICENSEE, REGENTS may, in addition to all other
remedies, obtain injunctive relief prohibiting the breach or compelling
specific performance.
11. GOVERNING LAW
11.1
This Agreement shall be
covered by the laws of the State of
12. SEVERABILITY
12.1
Should any provision of this
Agreement be held unenforceable or in conflict with the law of any
jurisdiction, then the validity of the remaining provisions shall not be
affected by such a holding.
13. NOTICE
13.1
Any notice required by this
Agreement shall be deemed to have been properly received when delivered in
person or when mailed by registered first class mail to the addresses given
below.
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To REGENTS: |
Business
Services |
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To LICENSEE: |
«CITY» |
14.
HEADINGS
14.1
The headings herein are for
reference purposes only and shall not constitute a part hereof or be deemed to
limit or expand the scope of any provision or used to interpret construction of
this Agreement.
15. COMPLETE AGREEMENT
15.1
Alterations of or additions
to this Agreement shall be made in writing and duly executed by representatives
of both parties.
15.2
The Agreement cancels and
supersedes all previous statements, oral or written, concerning the dealings
between the parties regarding the rights granted hereunder and represents the complete
agreement between the parties with respect to those rights.
15.3 The use of the PROGRAM by LICENSEE indicates
the LICENSEE's acceptance of the terms and conditions of this Agreement. If the LICENSEE fails to comply with any
of the terms and conditions of this Agreement, the Agreement is automatically
terminated.
