Demon Voltammetry and Analysis SOFTWARE

 

Non-Exclusive End-User License Agreement

 

PLEASE CAREFULLY READ THE FOLLOWING AGREEMENT.  BY SELECTING THE "ACCEPT THE TERMS IN THE LICENSE AGREEMENT" OPTION AT THE END OF THIS AGREEMENT, YOU INDICATE YOUR ACCEPTANCE OF ITS TERMS AND CONDITIONS ON BEHALF OF THE INSTITUTION WHICH THIS LICENSE IS ISSUED AND AGREE TO BE BOUND AS SET FORTH HEREIN.  YOU REPRESENT AND WARRANT THAT YOU HAVE THE REQUISITE AUTHORITY AND LEGAL CAPACITY TO BIND YOUR ORGANIZATION TO THIS AGREEMENT.

 

This Non-exclusive End-User License Agreement ("Agreement") is entered into between Wake Forest University Health Sciences, a private, non-profit institution of higher education in Winston Salem, North Carolina with offices at 391 Technology Way, Suite 199, Winston Salem, North Carolina, 27101 ("WFUHS") and the person representing the non-profit research and/or academic institution that registers to use the Software ("Institution" as further defined below).  Prior to such registration in accordance with this Agreement, the Institution shall have no rights or license in connection with the Software or this Agreement.

 

OWNERSHIP AND BACKGROUND:  The Demon Voltammetry and Analysis Software ("Software" as further defined below) was created at WFUHS, and it is an experimental, research product. The Software is a proprietary software package that is designed to record and analyze voltammetric signals of release and uptake parameters for neurotransmitters in both in vivo and in vitro applications.  WFUHS owns all right, title and interest in the Software, but does not own certain tools which may be necessary for supporting the Software. WFUHS is willing to non-exclusively license the use of the Software to non-profit and educational institution end-users for their non-commercial internal research purposes upon the terms and conditions of this Agreement.  Institution has no rights to the Software other than as expressly stated in this Agreement.  The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. 

 

DEFINITIONS:

 

"Agreement" means this Non-Exclusive End-User License Agreement.

 

"Effective Date" means the latest date upon which this Agreement is entered into.

 

"Institution" means the non-profit research and/or academic institution that register to use the Software. Institution includes the "Institution Contact" and "Technical Contact".

 

"Institution Contact" means the individual identified on the Registration Page and who shall be responsible for administering this Agreement on behalf of the Institution.

 

"Registration Page" means the portion of the web site used by Institution to enter information permitting the licensing of the Software.

 

"Location" means the location designated on the Registration page.

 

"Software" means the Demon Voltammetry and Analysis Software in executable format together with any accompanying documentation.

 

"Technical Contact" means the individual authorized by Institution to receive the Software and conduct all technical correspondence with WFUHS as listed on the Registration Page.

 

GRANT: Commencing on the Effective Date, subject to the terms and conditions of this Agreement, WFUHS hereby grants Institution a royalty-free, non-exclusive, non-transferable license to make copies and modify the Software solely for Institution's internal research use at the Location. As a condition of this Agreement, Institution shall not: a) reverse compile, reverse engineer or reverse assemble all or any portion of the Software; b) distribute, publish, disclose, market, rent, lease or transfer the Software to third parties; c) perform or release benchmarks or other comparisons of the Software without WFUHS' prior written consent; d) assign or sublicense the Software; or e) use the Software for production purposes.  No source code is provided under this Agreement.

 

If Institution wishes to obtain the Software for any commercial purposes, Institution will need to execute a separate licensing agreement with WFUHS and pay a fee. This includes, but is not limited to, using the Software to provide services to outside parties for a fee. In that case please contact:

Product Innovation & Commercialization Services
Wake Forest Innovations

Wake Forest University Health Sciences
391 Technology Way, Suite 199

Winston-Salem, NC 27101

otc@wakehealth.edu
(336) 716-3729

 

For the avoidance of doubt, Institution shall obtain no ownership in the Software under this Agreement.

 

Feedback:  Institution agrees to provide WFUHS with feedback on the use and any modification of the Software, and further agrees that WFUHS is permitted to use any information Institution provides in making changes to the Software. All bug reports, technical questions, or modifications to the Software shall be sent to jordanyorg@gmail.com or Rodrigo.Espana@DrexelMed.edu.

 

Credit: Institution agrees to cite the following in any research publication relating to the Software: Yorgason, J.T., España, R.A., Jones S.R. (2011) Demon voltammetry and analysis software: Analysis of cocaine-induced alterations in dopamine signaling using multiple kinetic measures. Journal of Neuroscience Methods, doi:10.1016/j.jneumeth.2011.03.001.

 

Modifications: Institution acknowledges that WFUHS, its affiliates, and its licensees may develop modifications to the Software that may be substantially similar to Institution's modifications of the Software, and that WFUHS, its affiliates, and its licensees shall not be constrained in any way by Institution in WFUHS', its affiliates' or its licensees' use or management of such modifications. Institution acknowledges the right of WFUHS and its affiliates to prepare and publish modifications to the Software that may be substantially similar or functionally equivalent to Institution's modifications and improvements, and, if Institution obtains patent protection for any modification or improvement to the Software, Institution agrees not to allege or enjoin infringement of Institution's patent by WFUHS, its affiliates or by any of WFUHS' licensees obtaining modifications or improvements to the Software from WFUHS.  Institution hereby agrees that WFUHS may provide a copy of this executed Agreement to any institutions that have provided modifications to the Software, which modifications were subsequently provided to Institution.

Notices and Markings: Institution shall retain in the Software the proprietary notices and legends as provided by WFUHS, including without restriction any and all copyright, trademark, patent notices and legends pertaining to attribution, source of developments, funding sources, and disclaimer of risk and, at the request of WFUHS, shall promptly modify such proprietary notices and legends to conform to WFUHS's reasonable requirements. Institution acknowledges and agrees the Software contains valuable proprietary information and trade secrets developed, or acquired by WFUHS.

 

Distribution or Transfer: Institution may not rent, lease, license, sublicense, sell, assign, convey or otherwise transfer any right under this Agreement to any third party without the express written permission of WFUHS.

 

NON USE OF NAMES: Institution will not use the name of Wake Forest University, Wake Forest School of Medicine, Wake Forest Baptist Health, Wake Forest Baptist Medical Center, Wake Forest Innovations or WFUHS, nor any adaptation thereof in any advertising, promotional or sales activities without prior written consent obtained from WFUHS in each separate case, except that Institution may state that it has licensed the Software, and WFUHS may state that it licensed the Software to the Institution, and may further include (i) WFUHS authors' names, (ii) invention titles and summaries, (iii) technology field of use, and (iv) the type and extent of the license, but may not include terms and conditions of this Agreement, unless such disclosure is required by law, rule or regulation.

For purposes of clarity it is understood and agreed that the provisions of this paragraph are not intended to apply to any use of names required in the "Credit" paragraph above.

 

DELIVERY: WFUHS shall provide Institution access to the Software by means of an internet transmission (Drop box, email, ftp or a similar method) following execution of this Agreement. Institution authorizes delivery of the Software to be made to the Technical Contact.

 

COPYRIGHT:  Title and copyright in and to the Software are owned by WFUHS.

 

NO WARRANTIES: THE SOFTWARE IS AN EXPERIMENTAL RESEARCH PRODUCT. WFUHS EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE, ANY RELATED DOCUMENTATION, AND RELATED MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WFUHS MAKES NO WARRANTY WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE SOFTWARE, AND SHALL HAVE NO LIABILITY BASED ON CLAIMS OF ERRORS.  THE ENTIRE RISK, ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE, REMAINS WITH INSTITUTION.  To the extent the Software includes modifications created by other institutions, the parties to this Agreement expressly acknowledge that the limitations set forth in this section of this Agreement shall apply to those other institutions as to the modifications in the same manner such limitations apply to WFUHS as to the Software (INCLUDING THE MODIFICATIONS).

 

LIMITATIONS ON DAMAGES: In no event shall WFUHS  be liable for any damages whatsoever (including, without limitation, damages for loss of life or other pecuniary loss) arising out of the use of or inability to use the Software, even if WFUHS has been advised of the possibility of such damages. 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. IN NO EVENT SHALL THE TOTAL LIABILITY OF WFUHS, its directors, officers, trustees, personnel, agents, employees, students, successors and assigns of Wake Forest University Health Sciences UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE SOFTWARE, FOR ANY REASON, EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY INSTITUTION TO WFUHS FOR the USE OF THE SOftware.  To the extent the Software includes modifications created by other institutions, the parties to this Agreement expressly acknowledge that the limitations set forth in this section of this Agreement shall apply to those other institutions as to the modifications in the same manner such limitations apply to WFUHS as to the Software (INCLUDING the MODIFICATIONS).

 

INDEMNIFICATION: Institution agrees to indemnify, hold harmless and defend WFUHS against any and all claims arising from the execution of this Agreement or from the exercise of any rights under this Agreement, including without limitation, against any damages, losses or liabilities whatsoever for death, injury to person or damage to property, or for the infringement of third party intellectual property rights, as a result of the development and operation or other disposition of the Software by Institution. As used in this paragraph, "WFUHS" include its directors, officers, trustees, personnel, agents, employees, students, successors and assigns of Wake Forest University Health Sciences.  "Institution" includes any and all of its assigns, successors, officers, trustees, personnel, agents, employees and students.  Institution acknowledges that the Software embodied in the rights licensed hereunder is experimental and agrees to take all reasonable precautions to prevent death, personal injury, illness and property damage.  This indemnification clause shall survive the termination of this Agreement.

 

EXPORT CONTROL: Institution shall comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and shall not export or re-export the Software in violation of any such restrictions, laws or regulations, or without obtaining all necessary approvals and licenses.  Diversion contrary to U.S. law is prohibited.  Institution agrees to the foregoing and represents and warrants that it complies with these conditions.

 

Termination: Without prejudice to any other rights, WFUHS may terminate this Agreement immediately if Institution fails to comply with the terms and conditions of this Agreement. In such event, Institution must destroy all copies of the Software and certify to WFUHS in writing that such destruction has been carried out. Institution may terminate this Agreement at any time upon written notice to WFUHS. Upon termination, Institution will certify in writing to WFUHS within ten (10) days that the Software has been destroyed.

 

The provisions under which this Agreement may be terminated will be in addition to any and all other legal remedies which either party may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such party may have.

 

MISCELLANEOUS: WFUHS is based in and directs its operations from the State of North Carolina, United States of America. This Agreement is governed by the laws of the State of North Carolina, without reference to conflict of laws provisions.  All legal proceedings relating to the Software or the formation or interpretation of this Agreement shall be brought only in the state or federal courts located in Winston Salem, North Carolina, and Institution hereby expressly submits to the jurisdiction of such courts and consent to extra-territorial service of process.

 

NO SUPPORT: No support is provided for the Software.

 

GENERAL: Headings are provided for convenience only.  No omission or delay of either party hereto in requiring due and punctual fulfillment of the obligations of any other party hereto shall be deemed to constitute a waiver by such party of its rights to require such due and punctual fulfillment, or of any other of its remedies hereunder.

 

Institution shall not assign or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of WFUHS.  WFUHS may assign its rights or obligations hereunder without the consent of or notice to Institution.  This Agreement shall inure to the benefit of and bind successors and permitted assigns of WFUHS and Institution.

 

NOTICES: All notices required or permitted relating to a claim or breach of this Agreement shall be in writing and sent to: (i) if to the Institution: the Institution Contact; and (ii) if to WFUHS: Product Innovation & Commercialization Services, 391 Technology Way, Suite 199, Winston Salem, North Carolina 27101, Attn: Demon Voltammetry and Analysis Software.  Either party may change their address from time to time by written notice to the other and shall be deemed validly given upon receipt of such notice given by certified mail, postage prepaid, or personal or courier delivery. 

 

This Agreement embodies the entire understanding of the parties and supersedes all previous communications, representations, or understandings, either oral or written, between the parties relating to the subject matter hereof.