LICENSE-UPMC-NC.rst

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  19 =========================
  20 SOFWARE LICENSE AGREEMENT
  21 =========================
  22
  23 :raw-latex:`\noindent`
  24 Between
  25
  26   **Université Pierre et Marie Curie  (Paris 6)**, a not for profit corporation
  27   under  the laws of  France, N°  SIRET :  19751722000012 -  Code APE  : 8542Z,
  28   having  its place  of business  at  4, place  Jussieu, 75252  Paris cedex  5,
  29   France,  represented by  its  President Mr  Jean :sc:`Chambaz`,  (hereinafter
  30   called "UPMC"),
  31
  32   **CNRS**
  33
  34 :raw-latex:`\medskip\noindent`
  35 On the one hand,
  36
  37 :raw-latex:`\medskip\noindent`
  38 And
  39
  40   **The RECIPIENT**
  41
  42 :raw-latex:`\medskip\noindent`
  43 On the other hand,
  44
  45 :raw-latex:`\medskip\noindent`
  46 Hereinafter solely or collectively designed "Party/Parties"
  47
  48 :raw-latex:`\medskip`
  49 Whereas the  Laboratoire LIP6 (UMR 7606)  at UPMC has developed  a new software
  50 called  HITAS/YAGLE, hereafter  referred  to as  the  "SOFTWARE", which  allows
  51 hierarchical static timing analysis of VLSI designs. The SOFTWARE is registered
  52 at the Agence  de Protection des Programmes (APP) under  the references ### and ###
  53
  54 :raw-latex:`\medskip`
  55 Whereas UPMC desire to make the SOFTWARE available for public use and benefit.
  56
  57 :raw-latex:`\medskip`
  58 Whereas the RECIPIENT, wishes to use the SOFTWARE **for research purposes** and
  59 asked UPMC for a copy of the SOFTWARE.
  60
  61 :raw-latex:`\medskip`
  62 **NOW THEREFORE, IT IS HEREBY AGREED BETWEEN THE PARTIES:**
  63
  64
  65 1. GRANT OF RIGHTS:
  66 ===================
  67
  68 Subject  to the  provisions contained  herein, UPMC  hereby grants  RECIPIENT a
  69 non-exclusive royalty-free non-transferable rights  to use the SOFTWARE and all
  70 relating  documentations  for  research  purposes  for a  period  of  2  years,
  71 effective from the date of download of the SOFTWARE and the present agreement.
  72
  73 Upon execution of  the present agreement by the  RECIPIENT, UPMC authorizes the
  74 download of the SOFTWARE by the RECIPIENT.
  75
  76 In  the event  that the  RECIPIENT wishes  to use  the SOFTWARE  for commercial
  77 and/or industrialization  purpose, it recognizes that this  action requires the
  78 express  and prior authorization  of UPMC,  in accordance  with article  6. The
  79 terms  of obtaining  a commercial  license have  to be  negotiated  between the
  80 Parties, on a case by case base.
  81
  82 All  rights, title, interest  and copyright  to the  SOFTWARE, to  all portions
  83 thereof,  and to any  associated documentation  shall at  all times  remain the
  84 property of  UPMC. RECIPIENT  agrees that  to use the  SOFTWARE solely  for non
  85 commercial purposes and in full  compliance with the disposition of the present
  86 agreement.
  87
  88 No  part  of the  SOFTWARE  or  of the  accompanying  written  material may  be
  89 reproduced, transmitted to another location or to any other person, stored in a
  90 retrieval system, or  translated into any language or  computer language in any
  91 form other than  granted above by any means,  electronic, mechanical, magnetic,
  92 optical, chemical, manual, or  otherwise without the express written permission
  93 of UPMC.
  94
  95 The RECIPIENT  may not modify,  reverse engineer, decompile or  disassemble the
  96 SOFTWARE or related documentations. The RECIPIENT may not use, copy, modify, or
  97 transfer the SOFTWARE or documentation or any copy except as expressly provided
  98 in this agreement.
  99
 100
 101 2. FDA AND OTHER APPROVALS
 102 ==========================
 103
 104 The RECIPIENT  agrees that  this SOFTWARE has  not been reviewed,  nor received
 105 clearance for marketing from any health- regulation-agency such as the Food and
 106 Drug Administration,  Health Canada or  Agence Française de  Sécurité Sanitaire
 107 des Produits de Santé, in any country.
 108
 109
 110 3. DISCLAIMER OF WARRANTY:
 111 ==========================
 112
 113 This SOFTWARE is ©  copyright UPMC – 2011. UPMC holds all  the ownership on the
 114 SOFTWARE.
 115
 116 UPMC and the authors of the SOFTWARE are hereinafter called the “DISCLOSERS”.
 117
 118 RECIPIENT acknowledges that  the SOFTWARE is a research tool,  that it is being
 119 supplied "as is" and that DISCLOSERS are not committed to provide any services,
 120 improvements or updates.
 121
 122 DISCLOSERS make no representation or  warranties, express or implied. By way of
 123 example, but not limitation to, DISCLOSERS make no representation or warranties
 124 of merchantability or fitness for any particular purpose or that the use of the
 125 SOFTWARE  will  not infringe  any  patents,  copyrights,  trademarks, or  other
 126 rights.  DISCLOSERS shall  not  be liable  for  any liability  or damages  with
 127 respect to any claim by RECIPIENT or  any third party on account of, or arising
 128 from, this licence or use of the SOFTWARE.
 129
 130 DISCLOSERS  shall not  be held  liable for  any liability  nor for  any direct,
 131 indirect, or  consequential damages with respect  to any claim  by RECIPIENT or
 132 any third party on account of or arising from the use of the SOFTWARE.
 133
 134 DISCLOSERS are not liable for  any hardware components used in conjunction with
 135 this SOFTWARE. DISCLOSERS are not liable for any failure of hardware components
 136 used  with this  SOFTWARE. If  failure of  the disk  or hardware  component has
 137 resulted from  accident, abuse, or  misapplication of the  SOFTWARE, DISCLOSERS
 138 shall have  no responsibility to replace  the disk or  hardware component under
 139 this limited warranty.
 140
 141 The entire risk as to the results and performance of the SOFTWARE is assumed by
 142 the RECIPIENT. Should  the SOFTWARE prove defective, the  RECIPIENT will assume
 143 all costs of  necessary service, repair, or correction.  Further, DISCLOSERS do
 144 not warrant,  guarantee, or make any  representations regarding the  use of the
 145 SOFTWARE  in  terms  of  correctness, accuracy,  reliability,  currentness,  or
 146 otherwise ; and the RECIPIENT relies on  the SOFTWARE and the results solely at
 147 his own risk.
 148
 149
 150 4. LIMITATION OF LIABILITY - INDEMNITY:
 151 =======================================
 152
 153 Under no circumstances and under no  legal theory, whether in tort, contract or
 154 otherwise, shall  UPMC or anyone  else who has  been involved in  the creation,
 155 production, or  delivery of this SOFTWARE  be liable to RECIPIENT  or any other
 156 person for any direct,  indirect, special, incidental, or consequential damages
 157 of any character  including, without limitation, damages for  loss of goodwill,
 158 work stoppage, computer failure or malfunction, or any and all other damages or
 159 losses, arising out  of the use, the  results of use, or inability  to use such
 160 product,  even if  UPMC shall  have been  informed of  the possibility  of such
 161 damages, or for any claim by any other party.
 162
 163 To the  extent allowed  by law, RECIPIENT  shall indemnify, hold  harmless, and
 164 defend UPMC, its officers, employees,  students, and agents against any and all
 165 claims  arising  out  of the  exercise  of  any  rights under  this  agreement,
 166 including,  without  limiting the  generality  of  the  foregoing, against  any
 167 damages, losses, or  liabilities whatsoever with respect to  death or injury to
 168 person or  damage to property  arising from or  out of the possession,  use, or
 169 operation of the SOFTWARE by the RECIPIENT.
 170
 171
 172 5. PUBLICATION - ACKNOWLEDGMENT OF CONTRIBUTION - USE OF NAME
 173 =============================================================
 174
 175 For  any publication  or  communication of  results,  information or  knowledge
 176 obtained with the utilization of the SOFTWARE, and for any published work based
 177 on the  SOFTWARE, the RECIPIENT commits  itself to indicating  that the results
 178 are obtained using **"HITAS/YAGLE SOFTWARE, UPMC/LIP6"**.
 179
 180 5.2 Nothing however  in this agreement shall be  construed as conferring rights
 181 to use in advertising, publicity, or otherwise  the name of UPMC, of any of its
 182 employees or any of its marks.
 183
 184
 185 6. NOTICES
 186 ==========
 187
 188 Any notices or disclosures required or  provided by the terms of this agreement
 189 shall be in writing, and shall  be delivered personally or sent by certified or
 190 registered   mail,   return   receipt   requested,  postage   prepaid   or   by
 191 internationally-recognized   express  mail   service   providing  evidence   of
 192 delivery. The effective  date of any notice shall be the  date of first receipt
 193 by the receiving Party or the date of refusal of receipt. Notices shall be sent
 194 to the addresses/addressees given below:
 195
 196 - Technical Contact:
 197
 198     | Laboratoire LIP6
 199     | Département SoC
 200     | Équipe CIAN
 201     | 4, place Jussieu
 202     | F-75252 Paris cedex 05
 203     | c/o: Mr. Jean-Paul Chaput
 204
 205 - Administrative Contact:
 206
 207     | Université Pierre et Marie Curie (Paris 6)
 208     | Direction de la Recherche et du Transfert de Technologies
 209     | Tour Zamansky
 210     | 4, Place Jussieu
 211     | 75252 Paris cedex 05
 212     | c/o: Mr Laurent BUISSON - Ref. UPMC : X11xxx
 213
 214
 215 7. TERMINATION
 216 ==============
 217
 218 This  Agreement will  be terminated  by  UPMC two  (2) years  after a  SOFTWARE
 219 download by  the RECIPIENT. Upon such termination,  RECIPIENT shall immediately
 220 cease all uses of the Software and destroy the SOFTWARE and all copies thereof.
 221
 222 The provisions of Articles 3, 4, 5, 8 and 9 shall survive any termination.
 223
 224
 225 8. GOVERNING LAW
 226 ================
 227
 228 This agreement shall  be construed, interpreted and applied  in accordance with
 229 the laws of France. If any claims or lawsuits concerning this license agreement
 230 of the  SOFTWARE are brought  against UPMC, the  Parties agree to  endeavour to
 231 seek  an amicable  solution to  any disagreements  or disputes  that  may arise
 232 during the  performance of the  agreement. Failing an amicable  solution within
 233 three (3) months as from their occurrence, and unless emergency proceedings are
 234 necessary, the disagreements or disputes  shall be referred to the jurisdiction
 235 of Paris which will be exclusively competent.
 236
 237 9. MISCELLANEOUS:
 238 =================
 239
 240 This Agreement  constitutes the complete  and exclusive agreement  between UPMC
 241 and the RECIPIENT with respect to the subject matter hereof, and supersedes all
 242 prior  oral  or  written   understandings,  communications  or  agreements  not
 243 specifically incorporated  herein. This agreement  may not be modified.  If any
 244 provision of  this agreement is held  to be unenforceable for  any reason, such
 245 provision  shall  be  reformed  only   to  the  extent  necessary  to  make  it
 246 enforceable, and such decision shall  not affect the enforceability (i) of such
 247 provision under other circumstances, or (ii) of the remaining provisions hereof
 248 under all circumstances.