NON-COMMERCIAL SOFTWARE LICENSE AGREEMENT AND TERMS
THESE SOFTWARE LICENSE TERMS ARE AN AGREEMENT by and between the University of Wyoming (“Licensor”), an institution of the State of Wyoming located at 1000 E. University Avenue, Laramie, Wyoming 82071, and you (“Licensee”). These terms apply to the software product, services (if any) and documentation described in this Agreement. BY USING THIS SOFTWARE, YOU ACCEPT AND AGREE TO THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE. If you comply with these terms, you have the rights granted below for each license you acquire, subject to the limitations herein.
WHEREAS Licensor owns certain licensable rights to a computer software product set forth in Section 1 as “Software.”
WHEREAS Licensee desires to obtain a license from Licensor to use the Software, and Licensor desires to license the Software to Licensee.
NOW, THEREFORE, for valuable consideration, the Licensee and Licensor mutually agree as follows:
- “Software” means the computer program or programs and any related documentation, services, or associated data licensed under this agreement and described here generally as: Software title: Migration Mapper. Short description of software: Migration Mapper facilitates the analysis of animal movement and migration data to identify and prioritize animal migration corridors for wildlife research and management purposes.
- The Software is the property of Licensor and is made available as a service to the research community. The Software is a research tool still in the development stage and is being provided “as is” without any support, services or improvements. Licensor makes no representations and extends no warranties of any kind, including but not limited to, warranties of merchantability or fitness for a particular purpose, or that the use of the Software will not infringe any patent, copyright, trademark, or other proprietary rights. Licensor does not warrant that the Software is without defect or error or that the operation of the Software will be uninterrupted. Licensee assumes all liability that may arise from its use of the Software. To the extent permitted by law, Licensee will indemnify, defend, and hold harmless Licensor, its employees, agents, and the State of Wyoming against any claims, costs or other liabilities which may arise as a result of Licensee’s use of the Software.
- The Software will be used for not-for-profit research purposes only. Sale, lease, license, or other transfer of the Software (or of derivatives created by Licensee that contain or incorporate the Software) for commercial use is strictly prohibited. If Licensee desires to use or license the Software or its derivatives for any commercial purposes, Licensee agrees, in advance of such use or licensing, to obtain a commercial license from Licensor. It is understood by Licensee that Licensor shall have no obligation to grant such a license to Licensee and that Licensor may grant exclusive or non-exclusive commercial licenses to any others, or sell or assign all or part of the rights in the Software to any others. Nothing in this agreement shall constitute any grant or license, express or implied, to Licensee under any legal rights now or hereinafter held by Licensor, including but not limited to Licensor’s patents, trademarks, copyrights, know-how, or other intellectual property.
- The Software will not be distributed by Licensee to any third parties without Licensor’s written consent. The Software provided to Licensee by Licensor will be safeguarded against disclosure and transmission to others.
- Licensee agrees not to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, or otherwise attempt to create the source code for the Software. Licensee acknowledges that any programs created by Licensee based on the Software are considered derivatives of the Software and are owned by Licensor.
- Licensee agrees to acknowledge Licensor and agrees to name the University of Wyoming as the owner and the source of the Software in any publications or presentations or in any other uses resulting from the use of the Software.
- Licensee will use the Software in compliance with all applicable laws, governmental regulations, rules, and guidelines, including, but not limited to, any export regulations.
- The use, publication and distribution obligations of Licensee under this agreement shall survive any termination of this agreement. Upon any termination of this agreement or upon written request of Licensor, Licensee shall return the Software and all copies and derivatives to Licensor.
- This agreement is not assignable, whether by operation of law or otherwise, and sets forth the entire agreement and understanding of Licensor and Licensee and cannot be changed or amended except by written agreement executed by both parties. The laws of the State of Wyoming shall govern all legal matters relating to this agreement and any questions arising hereunder shall be construed according to such laws. Licensor does not waive its sovereign immunity or its governmental immunity by entering into this agreement and fully retains all immunities and defenses provided by law with regard to any action based on this agreement. Any actions or claims against Licensor under this agreement must be in accordance with and are controlled by the Wyoming Governmental Claims Act, W.S. 1-39-101 et seq. (1977) as amended.
Upon acceptance of the terms and conditions by Licensee, Licensor grants to Licensee a limited, royalty-free, nonexclusive and nontransferable license to use the Software, effective on the date of acceptance by Licensee. This license does not include the right to make derivatives of the Software.