AlignScan License Agreement

THIS AGREEMENT IS A LEGAL DOCUMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO DO SO, DO NOT COMPLETE THE INSTALLATION PROCESS. PROMPTLY RETURN THE ENTIRE PACKAGE TO THE PLACE YOU OBTAINED IT.

1. LICENSE. UNIVERSITY grants to you a non-exclusive, non-transferable one (1) year right to use the SOFTWARE for internal research purposes, on file servers connected to a maximum number of user computers, or on a maximum number of user computers, not exceeding the number of user computers specified either on the packaging or by the accompanying grant letter if one is so provided, and if neither is provided the maximum number shall be one. The SOFTWARE shall not be used in performance of any commercially sponsored research, but may be used in the performance of federally sponsored research.
2. TERMINATION. The license to use the SOFTWARE is conditioned upon your compliance with the terms of this Agreement. When the license expires, you are required to remove all copies of the SOFTWARE and discontinue all use, unless you renew your license. You agree you will only copy the SOFTWARE into any machine readable or printed form as necessary to use it in accordance with this license or for backup purposes in support of your use of the SOFTWARE. This license is effective until terminated. You may terminate it at any point by destroying the SOFTWARE together with all copies of the SOFTWARE. Also, UNIVERSITY has the option to terminate if you fail to comply with any term or condition of this Agreement. You agree upon such termination to destroy the SOFTWARE together with all copies of the SOFTWARE.
3. COPYRIGHT. The SOFTWARE is protected by Unites States copyright law and international treaty provisions. You acknowledge that no title to the intellectual property in the SOFTWARE is transferred to you. You further acknowledge that title and full ownership rights to the SOFTWARE will remain the exclusive property of UNIVERSITY or its suppliers, and you will not acquire any rights to the SOFTWARE except at expressly set forth in this license. You agree that any copies of the SOFTWARE will contain the same proprietary notices which appear on and in the SOFTWARE.
4. LIMITATIONS. You agree that you will not attempt to reverse compile, modify, translate, or disassemble the SOFTWARE in whole or in party. You may not rent, lease or sublicense the SOFTWARE. You may not modify the SOFTWARE or create derivative works based upon the SOFTWARE. You may not export the SOFTWARE into any country prohibited by the United States Export Administration Act and the regulations thereunder.
5. UPGRADES. If this copy of the SOFTWARE is an upgrade from an earlier version of the software, it is provided to you on a license exchange basis. You agree by your installation and use of this copy of the SOFTWARE to voluntarily terminate your earlier version of the SOFTWARE nor transfer it to another.
6. LIMITED WARRANTIES. UNIVERSITY warrants that the media on which the SOFTWARE is furnished will be free from defects in materials and workmanship under normal use.
7. DISCLAIMER OF WARRANTY: EXCEPT AS SET FORTH HEREIN, SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTEND PERMITTED BY APPLICABLE LAW, UNIVERSITY FURTHER DISCLAIMS ALL EXPRESSED AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATIONS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AND ESSENTIAL PART OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO LICENSEE AND LICENSEE MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.
8. GOVERNING LAW. This license will be governed by the internal laws of the State of Utah without regard to conflict of laws.
9. ENTIRE AGREEMENT. This is the entire agreement between you and UNIVERSITY which supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this license.
10. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL UNIVERSITY BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE, EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL UNIVERSITY'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY YOU, IF ANY.
11. BASIS OF BARGAIN. The limited warranty, exclusive remedies, and limited liability set forth above are fundamental elements of the basis of the agreement between UNIVERSITY and you. UNIVERSITY would not be able to provide the SOFTWARE on an economic basis without such limitations.
12. GOVERNMENT END USERS. RESTRICTED RIGHTS LEGEND-This SOFTWARE is "Restricted Computer Software." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (OCT. 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14, as applicable. Manufacturer: University of Utah, 615 Arapeen Dr. Suite 110, Salt Lake City, UT 84108.

Patent pending. Should the user be interested in obtaining a license for broader rights or commercial use, please contact the University of Utah Technology Transfer Office, 615 Arapeen Drive, Suite 310, Salt Lake City, UT 84108, phone: 801-581-7792, fax: 801-581-7538 and reference technology U-3022."