| QUAMBA 2.0 | |
| 8657 MAR | |
| UT AUSTIN RESEARCH LICENSE | |
| (NONCONFIDENTIAL SOURCE CODE) | |
| The University of Texas at Austin has developed certain software and documentation that it | |
| desires to make available without charge to anyone for academic, research, experimental | |
| or personal use. If you wish to distribute or make other use of the software, you may purchase | |
| a license to do so from The University of Texas at Austin (licensing@otc.utexas.edu). | |
| The accompanying source code is made available to you under the terms of this UT | |
| Research License (this "UTRL"). By installing or using the code, you are | |
| consenting to be bound by this UTRL. If you do not agree to the terms and | |
| conditions of this license, do not install or use any part of the code. | |
| The terms and conditions in this UTRL not only apply to the source code made | |
| available by Licensor, but also to any improvements to, or derivative works of, that | |
| source code made by you and to any object code compiled from such source code, | |
| improvements or derivative works. | |
| 1. DEFINITIONS. | |
| 1.1 "Commercial Use" shall mean use of Software or Documentation by Licensee for | |
| direct or indirect financial, commercial or strategic gain or advantage, including without | |
| limitation: (a) bundling or integrating the Software with any hardware product or | |
| another software product for transfer, sale or license to a third party (even if distributing | |
| the Software on separate media and not charging for the Software); (b) providing | |
| customers with a link to the Software or a copy of the Software for use with hardware or | |
| another software product purchased by that customer; or (c) use in connection with the | |
| performance of services for which Licensee is compensated. | |
| 1.2 "Derivative Products" means any improvements to, or other derivative works of, the | |
| Software made by Licensee, and any computer software programs, and accompanying | |
| documentation, developed by Licensee which are a modification of, enhancement to, | |
| derived from or based upon the Licensed Software or documentation provided by | |
| Licensor for the Licensed Software, and any object code compiled from such computer | |
| software programs. | |
| 1.3 "Documentation" shall mean all manuals, user documentation, and other related | |
| materials pertaining to the Software that are made available to Licensee in connection | |
| with the Software. | |
| 1.4 "Licensor" shall mean The University of Texas at Austin, on behalf of the Board of | |
| Regents of the University of Texas System, an agency of the State of Texas, whose | |
| address is 3925 W. Braker Lane, Suite 1.9A (R3500), Austin, Texas 78759. | |
| 1.5 "Licensee" or "you" shall mean the person or entity that has agreed to the terms | |
| hereof and is exercising rights granted hereunder. | |
| 1.6 "Software" shall mean the computer program(s) referred to as: "Quamba 2.0" (UT | |
| Tech ID 8657 MAR), which is made available under this UTRL in source code form, | |
| including any error corrections, bug fixes, patches, updates or other modifications that | |
| Licensor may in its sole discretion make available to Licensee from time to time, and any | |
| object code compiled from such source code. | |
| 2. GRANT OF RIGHTS. | |
| Subject to the terms and conditions hereunder, Licensor hereby grants to Licensee a | |
| worldwide, non-transferable, non-exclusive license to (a) install, use and reproduce the | |
| Software for academic, research, experimental and personal use (but specifically | |
| excluding Commercial Use); (b) use and modify the Software to create Derivative | |
| Products, subject to Section 3.2; (c) use the Documentation, if any, solely in connection | |
| with Licensee's authorized use of the Software; and (d) a non-exclusive, royalty-free | |
| license for academic, research, experimental and personal use (but specifically excluding | |
| Commercial Use) to those patents, of which Diana Marculescu is a named inventor, that | |
| are licensable by Licensee and that are necessarily infringed by such authorized use of | |
| the Software, and solely in connection with Licensee's authorized use of the Software. | |
| 3. RESTRICTIONS; COVENANTS. | |
| 3.1 Licensee may not: (a) distribute, sub-license or otherwise transfer copies or rights to | |
| the Software (or any portion thereof) or the Documentation; (b) use the Software (or any | |
| portion thereof) or Documentation for Commercial Use, or for any other use except as | |
| described in Section 2; (c) copy the Software or Documentation other than for archival | |
| and backup purposes; or (d) remove any product identification, copyright, proprietary | |
| notices or labels from the Software and Documentation. This UTRL confers no rights | |
| upon Licensee except those expressly granted herein. | |
| 3.2 Derivative Products. Licensee hereby agrees that it will provide a copy of all | |
| Derivative Products to Licensor and that its use of the Derivative Products will be subject | |
| to all of the same terms, conditions, restrictions and limitations on use imposed on the | |
| Software under this UTRL. Licensee hereby grants Licensor a worldwide, non-exclusive, | |
| royalty-free license to reproduce, prepare derivative works of, publicly display, publicly | |
| perform, sublicense and distribute Derivative Products. Licensee also hereby grants | |
| Licensor a worldwide, non-exclusive, royalty-free patent license to make, have made, | |
| use, offer to sell, sell, import and otherwise transfer the Derivative Products under those | |
| patent claims, from patents of which Diana Marculescu is a named inventor, that | |
| licensable by Licensee that are necessarily infringed by the Derivative Products. | |
| 4. CONFIDENTIALITY; PROTECTION OF SOFTWARE. | |
| 4.1 Reserved. | |
| 4.2 Proprietary Notices. Licensee shall maintain and place on any copy of Software or | |
| Documentation that it reproduces for internal use all notices as are authorized and/or | |
| required hereunder. Licensee shall include a copy of this UTRL and the following notice, | |
| on each copy of the Software and Documentation. Such license and notice shall be | |
| embedded in each copy of the Software, in the video screen display, on the physical | |
| medium embodying the Software copy and on any Documentation: | |
| Copyright (c) 2021, The University of Texas at Austin. All rights reserved. | |
| UNIVERSITY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING | |
| THIS SOFTWARE AND DOCUMENTATION, INCLUDING ANY WARRANTIES OF | |
| MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON- | |
| INFRINGEMENT AND WARRANTIES OF PERFORMANCE, AND ANY WARRANTY | |
| THAT MIGHT OTHERWISE ARISE FROM COURSE OF DEALING OR USAGE OF | |
| TRADE. NO WARRANTY IS EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE | |
| USE OF THE SOFTWARE OR DOCUMENTATION. Under no circumstances shall | |
| University be liable for incidental, special, indirect, direct or consequential damages or | |
| loss of profits, interruption of business, or related expenses which may arise from use of | |
| Software or Documentation, including but not limited to those resulting from defects in | |
| Software and/or Documentation, or loss or inaccuracy of data of any kind. | |
| 5. WARRANTIES. | |
| 5.1 Disclaimer of Warranties. TO THE EXTENT PERMITTED BY APPLICABLE LAW, | |
| THE SOFTWARE AND DOCUMENTATION ARE BEING PROVIDED ON AN "AS IS" | |
| BASIS WITHOUT ANY WARRANTIES OF ANY KIND RESPECTING THE SOFTWARE | |
| OR DOCUMENTATION, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT | |
| LIMITED TO ANY WARRANTY OF DESIGN, MERCHANTABILITY, FITNESS FOR A | |
| PARTICULAR PURPOSE, OR NON-INFRINGEMENT. | |
| 5.2 Limitation of Liability. UNDER NO CIRCUMSTANCES UNLESS REQUIRED BY | |
| APPLICABLE LAW SHALL LICENSOR BE LIABLE FOR INCIDENTAL, SPECIAL, | |
| INDIRECT, DIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, | |
| INTERRUPTION OF BUSINESS, OR RELATED EXPENSES WHICH MAY ARISE AS A | |
| RESULT OF THIS LICENSE OR OUT OF THE USE OR ATTEMPT OF USE OF | |
| SOFTWARE OR DOCUMENTATION INCLUDING BUT NOT LIMITED TO THOSE | |
| RESULTING FROM DEFECTS IN SOFTWARE AND/OR DOCUMENTATION, OR LOSS | |
| OR INACCURACY OF DATA OF ANY KIND. THE FOREGOING EXCLUSIONS AND | |
| LIMITATIONS WILL APPLY TO ALL CLAIMS AND ACTIONS OF ANY KIND, | |
| WHETHER BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, | |
| NEGLIGENCE), OR ANY OTHER GROUNDS. | |
| 6. INDEMNIFICATION. | |
| Licensee shall indemnify, defend and hold harmless Licensor, the University of Texas | |
| System, their Regents, and their officers, agents and employees from and against any | |
| claims, demands, or causes of action whatsoever caused by, or arising out of, or resulting | |
| from, the exercise or practice of the license granted hereunder by Licensee, its officers, | |
| employees, agents or representatives. | |
| 7. TERMINATION. | |
| If Licensee breaches this UTRL, Licensee's right to use the Software and Documentation | |
| will terminate immediately without notice, but all provisions of this UTRL except Section | |
| 2 will survive termination and continue in effect. Upon termination, Licensee must | |
| destroy all copies of the Software and Documentation. | |
| 8. GOVERNING LAW; JURISDICTION AND VENUE. | |
| The validity, interpretation, construction and performance of this UTRL shall be | |
| governed by the laws of the State of Texas. The Texas state courts of Travis County, Texas | |
| (or, if there is exclusive federal jurisdiction, the United States District Court for the | |
| Western District of Texas) shall have exclusive jurisdiction and venue over any dispute | |
| arising out of this UTRL, and Licensee consents to the jurisdiction of such courts. | |
| Application of the United Nations Convention on Contracts for the International Sale of | |
| Goods is expressly excluded. | |
| 9. EXPORT CONTROLS. | |
| This license is subject to all applicable export restrictions. Licensee must comply with all | |
| export and import laws and restrictions and regulations of any United States or foreign | |
| agency or authority relating to the Software and its use. | |
| 10. U.S. GOVERNMENT END-USERS. | |
| The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101, | |
| consisting of "commercial computer software" and "commercial computer software | |
| documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995) and 48 C.F.R. | |
| 227.7202 (June 1995). Consistent with 48 C.F.R. 12.212, 48 C.F.R. 27.405(b)(2) (June | |
| 1998) and 48 C.F.R. 227.7202, all U.S. Government End Users acquire the Software with | |
| only those rights as set forth herein. | |
| 11. MISCELLANEOUS | |
| If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, | |
| such provision shall be modified to the minimum extent necessary to make it legal, valid | |
| and enforceable, and the legality, validity and enforceability of all other provisions of this | |
| UTRL shall not be affected thereby. Licensee may not assign this UTRL in whole or in | |
| part, without Licensor's prior written consent. Any attempt to assign this UTRL without | |
| such consent will be null and void. This UTRL is the complete and exclusive statement | |
| between Licensee and Licensor relating to the subject matter hereof and supersedes all | |
| prior oral and written and all contemporaneous oral negotiations, commitments and | |
| understandings of the parties, if any. Any waiver by either party of any default or breach | |
| hereunder shall not constitute a waiver of any provision of this UTRL or of any | |
| subsequent default or breach of the same or a different kind. | |
| END OF LICENSE | |