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CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT.  YOU ACCEPT AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT BY CLICKING THE ICON LABELED “I ACCEPT” THAT IS DISPLAYED BELOW.

Software License Agreement

“THE REGENTS” means THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200, and acting through its Office of Innovation, Technology & Alliances, University of California San Francisco, 3333 California Street, Suite S-11, San Francisco, CA 94143-1209.

“LICENSEE” means the person or institution who is being licensed to use the SOFTWARE.

This Agreement concerns the GImap software and associated material [as disclosed in, but not limited to UC Case No SF2014-139] (“SOFTWARE”) developed by Dr. Martin Kampmann (“DEVELOPER”), at the University of California San Francisco.

TERMS

1.    Upon receipt of a copy of this license duly signed by LICENSEE, THE REGENTS will grant to the LICENSEE a non-exclusive, non-transferable, non-commercial license to install and host the SOFTWARE on computers located at LICENSEE or LICENSEE’S organization. LICENSEE shall retain control over SOFTWARE and further will not transfer the SOFTWARE to individuals not under LICENSEE’s direct supervision without express advance written approval of THE REGENTS. Use of this SOFTWARE is restricted to the LICENSEE, and sale of the SOFTWARE or any services based on the SOFTWARE is expressly prohibited.
2.    The LICENSEE acknowledges that the SOFTWARE is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the LICENSEE under any intellectual property rights of THE REGENTS.
3.    THE REGENTS retains ownership of all materials delivered to the LICENSEE. Any modifications of or derivative works based on the SOFTWARE are considered part of the SOFTWARE and ownership thereof is retained by THE REGENTS. [Annual reports of such modifications due January 30th are to be made to THE REGENTS addressed to DEVELOPER Dr. Martin Kampmann (or a designated alternate if DEVELOPER is no longer employed by THE REGENTS)].
4.    The LICENSEE shall not disclose in any form either the delivered SOFTWARE or any modifications of or derivative works based on the SOFTWARE to third parties.
5.    The LICENSEE shall acknowledge the source of the SOFTWARE in any publications reporting use of it.
6.    The LICENSEE may make a reasonable number of copies of the SOFTWARE for the purposes of backup, maintenance of the SOFTWARE or the development of derivative works based on the SOFTWARE. These copies will carry the copyright notice and will be controlled by this license, and will be destroyed by the LICENSEE upon termination of the license.
7.    If the LICENSEE receives a request to furnish all or any portion of the SOFTWARE to any third party, the LICENSEE will not fulfill such a request and will refer it in writing to THE REGENTS to the attention of Director, Office of Innovation, Technology & Alliances, the University of California, San Francisco (UC Case No: SF2014-139).
8.    Use of this SOFTWARE in contractual arrangements with third parties requires such parties to license the software directly from THE REGENTS.
9.    THE LICENSEE AGREES THAT THE SOFTWARE IS FURNISHED “AS IS” AND THAT THE REGENTS IN NO WAY WARRANTS THE SOFTWARE OR ANY OF ITS RESULTS AND IS IN NO WAY LIABLE FOR ANY USE LICENSEE MAKES OF THE SOFTWARE.
10.    This Agreement shall be governed by the laws of the State of California. Venue for any legal action commenced to interpret or enforce this agreement shall be the Courts of San Francisco County.
11.    The parties intend that this Agreement is binding upon each of their respective heirs and assigns.
12.    The license granted to LICENSEE hereunder may not be assigned or transferred to any other person or entity without the express written consent of THE REGENTS, which consent shall not be unreasonably withheld.
13.    If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.
14.    This Agreement may not be amended or superseded except in writing signed by the parties.
15.    This Agreement constitutes the entire agreement between the parties and supersedes all other previous or contemporaneous agreements or understandings between the parties, whether verbal or written, concerning the subject matter hereof.
16.    Alterations of or additions to this Agreement shall be made in writing and duly executed by representatives of both parties.
17.    The use of the SOFTWARE is restricted to the intended purpose and is not to be used for production purposes or reverse engineering.
18.    The SOFTWARE will not be used in humans, including for purposes of diagnostic testing.
19.    The LICENSEE will indemnify, hold harmless and defend The Regents and its officers, employees and agents and their employers against any and all claims, suits, losses, damage, costs, fees and expenses resulting from, or arising out of, this Agreement.
20.    The Term of this Agreement shall be for a period of 5 years.  The parties may extend the Term of the Agreement in writing.  The Regents shall have the right to terminate this Agreement in the event of a breach by LICENSEE. This Agreement may be terminated by either THE REGENTS or the LICENSEE upon thirty (30) days written notice to the other party.
21.    Upon termination of the Agreement, LICENSEE shall discontinue all use of SOFTWARE and return or destroy all copies of SOFTWARE.  Section 9 and 19 shall survive termination of this Agreement.

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