This License Agreement (the “AGREEMENT”) is entered, effective this date, by and between
University of Southern California Information Science Institute 4676 Admiralty Way, Suite 1001, Marina
del Rey, CA 90292 (hereinafter, “USC”),
and the individual executing this AGREEMENT below as
“Licensee” (hereinafter, the “LICENSEE”).
WHEREAS, USC has developed the
Adopt Algorithm for Distributed Constraint Optimization
Software package and related documentation (the “SOFTWARE”);
WHEREAS, LICENSEE desires, and USC is
willing to grant to LICENSEE, a license to use the SOFTWARE
in accordance with this AGREEMENT;
NOW, in consideration of the foregoing,
the mutual covenants hereinafter set forth, and for other
good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as
USC hereby grants LICENSEE a royalty-free,
non-exclusive, non-transferable right to use the SOFTWARE as
follows solely for a NON-COMMERCIAL PURPOSE:
LICENSEE may prepare derivative works (the “DERIVATIVE
WORKS”) which are based on or incorporate all or part
of the SOFTWARE, including, without limitation, works (the “ADAPTATIONS”) which
are translations of all or part of the SOFTWARE into
different programming languages, or
are revisions, improvements or corrections to all or
part of the SOFTWARE, provided that, LICENSEE shall treat
all DERIVATIVE WORKS as SOFTWARE under this AGREEMENT; and
LICENSEE may make only such copies of the SOFTWARE as
are necessary for LICENSEE’s development of the DERIVATIVE
All copies of the SOFTWARE and DERIVATIVE WORKS
prepared in accordance with paragraph 1 shall retain the
copyright notice appearing in the SOFTWARE.
If the SOFTWARE includes computer programs in object
code form, LICENSEE shall not de-compile, reverse engineer
or disassemble such programs.
As used in this AGREEMENT, “NON-COMMERCIAL PURPOSE” means use of the SOFTWARE and
DERIVATIVE WORKS solely for education or research.
“NON-COMMERCIAL PURPOSE” excludes, without
limitation, any use of the SOFTWARE or DERIVATIVE WORKS for,
as part of, or in any way in connection with a product
(including software) or service which is sold, offered for
sale, licensed, leased, loaned or rented.
LICENSEE hereby grants USC a non-exclusive,
royalty-free, fully paid-up, worldwide, perpetual license
Reproduce, prepare derivative works based on and
distribute all or part of the ADAPTATIONS; and
Make, have made, use, offer to sell, sell, license or
import any products (including software) or services under
any intellectual property rights owned or licensed by
LICENSEE which relate to
all or part of the ADAPTATIONS (including as executed
by a CPU), or
methods or concepts embodied in, or implemented
through the execution by a CPU of, the ADAPTATIONS. If the
SOFTWARE includes documentation that identifies a contact
person at USC, LICENSEE shall provide such person with
feedback concerning LICENSEE’s ADAPTATIONS and, if
requested by USC, provide such person with source code
copies of LICENSEE’s ADAPTATIONS.
This AGREEMENT is personal between USC and LICENSEE.
No ownership interest in the SOFTWARE (or the copy of
which is provided by USC pursuant to paragraph 1) is
transferred to LICENSEE. LICENSEE’s interest in the
DERIVATIVE WORKS is limited solely to LICENSEE’s additions
and the DERIVATIVE WORKS are subject in their entirety to
USC’s intellectual property rights.
USC may assign or transfer to any company or person,
or grant to any company or person a license or sublicense
under, all or part of its interest in any rights to the
SOFTWARE, this AGREEMENT, or any license granted to USC
may not assign, transfer or sublicense LICENSEE’s rights
hereunder without the written consent of USC.
USC may terminate this AGREEMENT at any time by
sending written notice of termination to LICENSEE at the
address specified below.
Termination shall be effective as provided in the
the notice shall provide otherwise, upon termination,
LICENSEE shall destroy all copies of the SOFTWARE and
DERIVATIVE WORKS. LICENSEE’s obligations under this
AGREEMENT, including any rights granted to USC pursuant to
paragraph 5, shall survive and continue after termination.
LICENSEE shall not, directly or indirectly, export
the SOFTWARE or any DERIVATIVE WORKS to any country to which
such export is prohibited by law.
agrees to comply with all export laws and restrictions and
regulations of the United States or foreign agencies or
authorities, and not to export or re-export the SOFTWARE or
any direct product thereof in violation of any such
restrictions, laws or regulations, or without all necessary
the SOFTWARE nor the underlying information or technology
may be downloaded or otherwise exported or re-exported
into Cuba, Iran, Iraq, Libya, North Korea, Sudan,
Syria, Taliban-controlled portions of Afghanistan or any
other country subject to U.S. trade sanctions covering the
SOFTWARE, to individuals or entities controlled by such
countries, or to nationals or residents of such countries
other than nationals who are citizens or lawfully admitted
permanent residents of the United States and not currently
domiciled in countries subject to such sanctions; or
to anyone on the U.S. Treasury Department’s list of
Specially Designated Nationals and Blocked Persons or the
U.S. Commerce Department’s Table of Denial Orders.
By downloading or using the SOFTWARE, LICENSEE agrees
to the foregoing and represents and warrants that it
complies with these conditions.
USC has no obligation to support or maintain the
SOFTWARE and grants LICENSE this right to use the SOFTWARE “AS IS”. LICENSEE
ASSUMES TOTAL RESPONSIBILITY AND RISK FOR LICENSEE’S USE
OF THE SOFTWARE. USC
DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR
IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY
KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, AND THE WARRANTIES OF TITLE OR NON-INFRINGEMENT. IN
NO EVENT SHALL USC BE LIABLE FOR
ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS,
BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND
THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
SOFTWARE, EVEN IF USC OR ANY OF ITS AUTHORIZED
REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER
INACCURACIES IN THE SOFTWARE, OR
ANY CLAIM BY ANY THIRD PARTY.
This AGREEMENT shall be governed by and construed in
accordance with the laws of the State of California, USA,
applicable to agreements made and to be performed wholly
therein without regard to its conflicts of law rules.
Any cause of action or claim LICENSEE may have with
respect to the SOFTWARE must be brought within one (1) year
after the claim or cause of action arises or such claim or
cause of action is barred. USC’s failure to insist upon or
enforce strict performance of any provision of this
AGREEMENT is not a waiver of any provision or right.
If a dispute arises out of, or relates to, this
AGREEMENT or the subject matter of this AGREEMENT, either
party may submit the dispute to a sole mediator selected by
the parties or, at any time prior to selection of a sole
mediator, to mediation by the American Arbitration
If not thus resolved, it shall be referred to a sole
arbitrator selected by the parties or to the AAA for
arbitration shall be governed by the United States
Arbitration Act, shall be conducted in the County of Los
Angeles, California, USA, and judgment on the award may be
entered by any court having jurisdiction.
The arbitrator shall not limit, expand or modify the
terms of the AGREEMENT nor award damages in excess of
compensatory damages, and each party waives any claim to
excess damages. A
request by a party to a court for interim protection shall
not affect either party’s obligation hereunder to mediate
and arbitrate. Each
party shall bear its own expenses and an equal share of all
cost and fees of the mediation and/or arbitration.
Any arbitrator selected shall be competent in the
legal and technical aspects of the subject matter of this
content and result of mediation and/or arbitration shall be
held in confidence by all participants.
certify that I am not a national or a resident of Cuba,
Iran, Iraq, Libya, North Korea, Sudan, Syria, Serbia,
Taliban-controlled portions of Afghanistan or any other
country subject to U.S. trade sanctions, nor, to the best of
my knowledge, have I been designated a Specially Designated
National, Blocked Person, or otherwise been denied
export-related privileges by the United States Government.