LICENSE/COLLABORATION AGREEMENT
1. USETOX TEAM grants to LICENSEE a personal fully-paid, nonexclusive and non-transferable license to use the computer software USEtox™ and associated documentation furnished hereunder (hereinafter called "PROGRAM"), upon the terms and conditions hereinafter set out and until LICENSEE discontinues use of the Licensed PROGRAM.
2. USETOX TEAM has developed PROGRAM as a special purpose, multimedia, environmental systems modeling program. PROGRAM is primarily intended for use in Life cycle impact assessment of human toxic and ecotoxic impacts but its focus on relative comparison of the hazard of chemicals also makes it applicable in other contexts of relative assessment and ranking of contaminants.
3. LICENSEE acknowledges that PROGRAM is a research tool still in the development stage, that it is being supplied "as is," without any accompanying services or improvements from USETOX TEAM, and that this license is entered into in order to encourage scientific collaboration aimed at further development and application of PROGRAM.
4. Under commercial license agreements for PROGRAM, USETOX TEAM would require a one-time royalty license fee of Twenty Five Hundred Dollars ($2,500) plus all applicable sales, use, excise and similar taxes. Because of the collaborative nature of this License Agreement, USETOX TEAM waives the normal royalty license fee. Upon execution of this agreement, and its return to USETOX TEAM, the PROGRAM and supporting documentation will be supplied.
5. LICENSEE agrees to provide USETOX TEAM with any enhancements that are made to PROGRAM. Such enhancements shall be usable by USETOX TEAM and may be transferred by USETOX TEAM to other users of PROGRAM including licensees.
6. USETOX TEAM makes no representations or warranties, express or implied. By way of example, but not limitation, USETOX TEAM makes no representations or warranties of merchantability or fitness for any particular purpose or that the use of the licensed PROGRAM will not infringe any patents, copyrights, trademarks or other rights. USETOX TEAM shall not be held liable for any liability nor for any direct, indirect or consequential damages with respect to any claim by LICENSEE or any third party on account of or arising from this Agreement or use of PROGRAM. LICENSEE agrees that it will indemnify USETOX TEAM for any third-party claim for compensation that may result from LICENSEE’s use of PROGRAM.
7. LICENSEE agrees that it will use PROGRAM solely for internal purposes and shall not distribute or transfer it to any person without prior written permission from USETOX TEAM.
8. All liaison between LICENSEE and USETOX TEAM will be between an appointed person by LICENSEE and for USETOX TEAM;
Michael Hauschild, USETOX TEAM
9. Title to copyright to PROGRAM and to any material associated therewith shall at all times remain with USETOX TEAM, and LICENSEE agrees to preserve same. LICENSEE agrees not to use any portion of PROGRAM in any machine-readable form outside PROGRAM, nor to make any copies except for its internal use, without prior written consent of USETOX TEAM. LICENSEE agrees to place the appropriate copyright notice on any such copies.
10. This Agreement is governed by Danish law, with the exception of international private law and conflict of law rules, to the extent that such rules would result in the application of another country’s law. Any dispute in connection with this Agreement, including its interpretation and use, which cannot be settled amicably by negotiation, shall be settled by the Danish Maritime and Commercial Court, as the court of first instance.
11. Nothing in this Agreement shall be construed as conferring rights to use in advertising, publicity or otherwise any trademark or the name of "USETOX TEAM".