Autorigger and Reshaper License
NON-COMMERCIAL NON-EXCLUSIVE LICENSE AGREEMENT FOR THE AUTORIGGING AND RESHAPING SOFTWARE NOTE: Pressing the “Accept” button below signifies Licensee’s acceptance of the terms of this Agreement. If you do not agree to these terms or are not authorized to accept them, press the “Do Not Accept” button to exit.
THIS AGREEMENT is between the UNIVERSITY OF SOUTHERN CALIFORNIA, (hereinafter USC) a California nonprofit corporation with its principal place of business at University Park, Los Angeles, California 90089, and Licensee.
WHEREAS, USC is the owner of certain computer programs and supporting documentation arising from USC research; and
WHEREAS, Licensee desires to license the computer programs and supporting documentation.
NOW, THEREFORE, in view of the above premises and in consideration of the terms and conditions set forth below, USC and Licensee agree as follows:
1.1 “Object Code” means machine-readable, executable code of a computer program.
1.2 “Effective Date” means the date when the Licensee first presses the “Accept” button below, which represents acceptance of the terms of this Agreement.
1.3 “Licensed Program” means a computer program in object code form which embodies Autorigging and Reshaping,” as defined in USC File No. 2016-054
1.4 “License Type” means either a single-user, department or university license, as chosen by Licensee in the Licensee identification fields on this website.
1.5 “Licensee” means the nonprofit educational institution bound by the terms of this Agreement and identified by the information entered into the Licensee identification fields on this website.
1.6 “User” means the person identified by the information entered into the user identification fields on this website, who is an authorized employee or agent of Licensee.
2. LICENSE GRANT
2.1 Subject to the terms and conditions, as set forth in this Agreement, USC hereby grants to Licensee a nontransferable, non-exclusive license to use the Licensed Program in Object Code form for non-commercial, non-revenue generating, academic or research uses only. Licensee may make one copy of the Licensed Program for a single-user license and may make the number of copies reasonably necessary for permitted use for a department or university license. Except as provided in the prior sentence, Licensee may not copy the Licensed Program, with the exception for the limited purpose for use as a back-up copy. Licensee is strictly prohibited from allowing use by or distributing to any third parties.
2.2 The Licensee agrees not to knowingly duplicate, provide, or otherwise make available the Licensed Program or any other material provided for use with the Licensed Program, including but not limited to documentation, and the Licensed Program, in any form, to any person, party, or entity without the prior written consent of USC. This restriction will also apply to any updates, error corrections or redistributions provided to Licensee should Licensee separately purchase support for the Licensed Program. Licensee agrees not to reverse engineer, decompile or disassemble the Licensed Program.
3. LICENSE FEE AND LICENSE TYPE
3.1 The license fee for each License Type, if applicable, is set forth next to the License Type chosen by Licensee in the information entered into the Licensee identification fields on this website.
4. DELIVERY AND INSTALLATION
4.1 USC will make available up to one copy of the Licensed Program to Licensee within 30 days after receipt by USC of the applicable license fee.
4.2 Licensee will be solely responsible for installation of the Licensed Program on its equipment.
5. TERM AND TERMINATION
5.1 The term of this Agreement will commence on the Effective Date and will unless terminated in accordance with the provisions of this Paragraph.
5.2 Upon any material breach or default by Licensee, USC will have the right to terminate this Agreement and the rights and license granted hereunder by 10 days’ written notice to Licensee. Such termination will become effective unless Licensee has cured any such breach or default prior to the expiration of the 10-day period. However, should Licensee breach any of the terms of Section 2 above, this Agreement will automatically terminate.
5.3 Licensee may terminate this Agreement upon 30 days’ written notice to USC.
5.4 Upon termination of this Agreement for any reason, nothing herein will be construed to release either party of any obligation which matured prior to the date of such termination. No refunds of amounts paid to USC will be made upon termination for any reason.
5.5 The following will survive any termination:
5.5.1 Any cause of action or claim of Licensee or USC, accrued or to accrue, because of any breach or default by the other party.
5.5.2 The provisions of Paragraphs 6, 7 and 8.
5.6 The Licensee will do the following upon termination:
5.6.1 delete the Licensed Program from all equipment on which it has been installed;
5.6.2 immediately deliver to USC or destroy all copies of the Licensed Program and other supplied materials; upon USC’s written consent, Licensee may retain one copy of the Licensed Program for archive purposes only;
5.6.3 erase all copies of the Licensed Program from any storage media before discarding the storage media;
5.6.4 within one month after the termination of this Agreement, certify in writing to USC that, to the best of the Licensee’s knowledge, all copies of the Licensed Program have been returned or destroyed.
6. NO WARRANTIES
THE LICENSED PROGRAM IS FURNISHED TO LICENSEE AS-IS. USC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. BY WAY OF EXAMPLE, BUT NOT LIMITATION, USC MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT THE USE OF THE LICENSED PROGRAM COMPONENTS OR DOCUMENTATION WILL NOT INFRINGE ANY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. USC WILL NOT BE HELD LIABLE FOR ANY LIABILITY NOR FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH CLAIM IS BASED ON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, WITH RESPECT TO ANY CLAIM BY LICENSEE OR ANY THIRD PARTY ON ACCOUNT OF OR ARISING FROM THIS AGREEMENT OR USE OF THE LICENSED PROGRAM, AND REGARDLESS OF WHETHER USC WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
7.1 Licensee will defend, indemnify and hold harmless USC and its trustees, officers, professional staff, employees and agents and their respective successors, heirs and assigns (the “Indemnitees”), against all liability, demand, damage, loss, or expense incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising out of any theory of product liability (including but not limited to, actions in the form of tort, warrantee, or strict liability) for death, personal injury, illness, or property damage arising from Licensee’s use or other disposition of the Licensed Program.
7.2 Licensee agrees, at its own expense, to provide attorneys reasonably acceptable to USC to defend against any actions brought or filed against any Indemnitee with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought. To the extent that any proposed settlement directly affects USC, Licensee will obtain the approval of USC before finally agreeing to such settlement proposal, which consent will not be unreasonably withheld.
8.1 Relationship of the Parties. In rendering performances under this Agreement, Licensee will function solely as an independent contractor and not as agent, partner, employee or joint venturer with USC.
8.2 Headings. The headings used herein are intended solely for ease of reference, and are not intended to describe, construe or interpret this Agreement.
8.3 Non Waiver. A waiver of any breach of any provision of this Agreement will not be construed as a continuing waiver of said breach or a waiver of any other breaches of the same or other provisions of this Agreement.
8.4 Export. It is understood that USC is subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities (such laws include the Arms Export Control Act, as amended and the Export Administration Act), and that its obligations hereunder are contingent on compliance with applicable United States export laws and regulations. The transfer of certain technical data and commodities by Licensee may require a license from the cognizant agency of the United States Government and/or written assurances by Licensee that Licensee will not export data or commodities to certain foreign countries without prior approval of such agency. USC neither represents that a license will not be required nor that, if required, it will be issued. Licensee will not engage in any activity in connection with this Agreement that is in violation of any applicable U.S. law.
8.5 Assignment. Licensee may not assign or transfer this Agreement in whole or part to any third party without the prior written permission of USC. Such permission will be granted in USC’s sole discretion.
8.6 Attorney Fees. If any action in law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party is entitled to reasonable attorney’s fees, which may be set by the court in the same or separate action for that purpose, in addition to any other relief to which the prevailing party may be entitled.
8.7 Notice. Any notice or other communication pursuant to this Agreement will be sufficiently made or given on the date of mailing if sent to such party by a nationally recognized overnight courier service at the respective addresses given below. Licensee will promptly notify USC in writing of any change in address.
In the case of USC:
USC Stevens Institute for Innovation
University of Southern California
1150 S. Olive Street, Suite 2300
Los Angeles, CA 90015
Attn: Licensing Director
In the case of Licensee:
To the attention of the User at the address entered into the Licensee identification
fields on this website.
8.8 Publications. Nothing in this Agreement will limit or prevent USC from publishing any information about the Licensed Program.
8.9 Severability. If any provision of this Agreement is determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability will not in any way affect the validity of enforceability of the remaining provisions hereof.
8.10 Use of Names. Neither party will use the name, trade name, trademark or other designation of the other party in connection with any products, promotion or advertising without the prior written permission of the other party.
8.11 Governing Law and Venue. This Agreement will be deemed to be executed and to be performed in the State of California, and will be construed in accordance with the laws of the State of California as to all matters, including but not limited to matters of validity, construction, effect and performance. With respect to all disputes arising out of or related to this Agreement or the transactions contemplated hereunder, the parties hereby submit to the personam jurisdiction of the state and federal courts in Los Angeles, California.
8.12 Modifications. USC reserves the right to change any term in this Agreement at any time without prior notice. Any changes will be incorporated into the version of the Agreement that will be available for viewing at http://smartbody.ict.usc.edu/autoriggerandreshaperlicense. Licensee understands and agrees that if Licensee uses the Licensed Program after the date on which the terms of this Agreement have changed, USC will treat Licensee’s use as acceptance of the updated Agreement.
8.13 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. No amendment of this Agreement will be binding on the parties unless mutually agreed to and executed in writing by each of the parties.
License Agreement: 11/18/2015