WiRA Software

CLICK-WRAP LICENSE

University of Michigan Office of Technology Transfer File: 2021-311

IMPORTANT – READ CAREFULLY: This Agreement is a legal agreement between “LICENSEE” (defined below) and The Regents of The University of Michigan, a constitutional corporation of the state of Michigan (“MICHIGAN”).

BACKGROUND

The University of Michigan, through Seymour M.J. Spence in the Civil Engineering Department, has developed a proprietary, copyrighted application and related documentation, referred to as Wind Reliability Analysis (WiRA) Software, for use by trained individuals to aid in the process of performance-based wind engineering of structures, and further defined in MICHIGAN Office of Technology Transfer file 2021-311, (hereinafter referred to as “PROGRAM”).

The parties agree as follows:

I. LICENSE

A. By installing, copying, downloading, accessing or otherwise using the PROGRAM, LICENSEE agrees to be bound by the terms of this Agreement. If LICENSEE does not agree with the terms of this Agreement, it shall not install, access or use the PROGRAM.

B. The term “LICENSEE” shall mean the person installing the PROGRAM if the use hereunder is solely for personal use by that person on the personal equipment of that person. If the PROGRAM is being installed on equipment for use by a juristic or legal entity, such as a corporation, limited liability company or partnership, then by proceeding with the installation, (a) the person installing the PROGRAM certifies that he or she has legal authority to bind that legal entity to this Agreement and (b) that legal entity shall be considered to be the LICENSEE.

C. MICHIGAN hereby grants to LICENSEE a non-exclusive, non-transferable, license right to use the PROGRAM solely for internal purposes, in executable form, and subject to the terms and conditions of this Agreement. LICENSEE shall not and does not have the right to distribute the PROGRAM or create derivative works (as defined under the U.S. Copyright Act or otherwise).

II. LIMITATION OF LICENSE AND RESTRICTIONS

A. No other use of PROGRAM is permitted.  By way of example only, the following uses are not permitted: (i) use or access for the benefit of, on behalf of, or upon the request of any other party; (ii) reproduction, adaptations, preparation of derivative works, or distribution of copies of any portion of PROGRAM for any purpose; (iii) renting or loaning access to PROGRAM, passwords, or usernames. LICENSEE covenants that the contents of PROGRAM are for LICENSEE’s use, and may not be resold, republished, or otherwise distributed to third parties in any form including, but not limited to, via an internet, intranet, or extranet site.

B. LICENSEE shall not assign this Agreement to any other party, and any attempt by LICENSEE to assign it shall be void from the beginning. LICENSEE agrees to secure and protect access to PROGRAM in a manner consistent with the maintenance of MICHIGAN’s rights in PROGRAM and to take appropriate action by instruction or agreement with its and LICENSEE’S employees who are permitted access to PROGRAM in order to satisfy LICENSEE’s obligations under this Agreement.

C. LICENSEE agrees to acknowledge MICHIGAN in scientific publications resulting (in part) of the use of the PROGRAM, by making reference to the publication of the PROGRAM when it becomes available in the scientific literature. Before that time, it should be acknowledged as: “WiRA Software, a program for Performance-Based Wind Engineering, Copyright © 2021 The Regents of the University of Michigan.”

III. TITLE AND OWNERSHIP

This Agreement confers upon LICENSEE no ownership rights of MICHIGAN in the PROGRAM.

IV. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

A. PROGRAM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY THAT THE PROGRAM DOES NOT INFRINGE ANY THIRD-PARTY RIGHTS. MICHIGAN DOES NOT WARRANT THAT THE DATA AND FUNCTIONS CONTAINED IN PROGRAM ARE COMPLETE, ACCURATE OR ERROR-FREE; THAT THEY WILL MEET LICENSEE’S REQUIREMENTS; OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. MICHIGAN shall not be liable for special, indirect, incidental, or consequential damages with respect to any claim on account of or arising from this Agreement or use of PROGRAM, even if MICHIGAN has been or is hereafter advised of the possibility of such damages. Because some states do not allow certain exclusions or limitations on implied warranties or of liability for consequential or incidental damages, the above exclusions may not apply to LICENSEE. In no event, however, will MICHIGAN be liable to LICENSEE, under any theory of recovery, in an amount in excess of the license fee paid by LICENSEE under this Agreement.

B. LICENSEE agrees that MICHIGAN has no obligation to provide to LICENSEE any maintenance, support, or update services or materials. Should MICHIGAN provide access to, and/or use of, any revised versions of PROGRAM, LICENSEE agrees that this license agreement shall apply to such revised versions unless LICENSEE enters into a separate license with respect to the same, in which case the separate license shall control.

V. TERMINATION

A. If LICENSEE at any time fails to abide by the terms of this Agreement, MICHIGAN shall have the right to (a) immediately terminate the license granted herein, (b) require the return or destruction of all copies of the PROGRAM from LICENSEE along with certification in writing as to such return or destruction, and/or (c) pursue any other legal or equitable remedies available.

VI. MISCELLANEOUS

A. This Agreement shall be construed in accordance with the laws of the state of Michigan. Should LICENSEE for any reason bring a claim, demand, or other action against MICHIGAN, its agents or employees, arising out of this Agreement or the PROGRAM licensed herein, LICENSEE agrees to bring said claim only in the Michigan Court of Claims.

B. This Agreement represents the complete and exclusive statement of the agreement between MICHIGAN and LICENSEE and supersedes all prior agreements, proposals, representations and other communications, verbal or written, between them with respect to use of the PROGRAM. This agreement may be modified only with the mutual written approval of authorized representatives of the parties.

C. The terms and conditions of this Agreement shall prevail notwithstanding any different, conflicting, or additional terms or conditions which may appear in any purchase order or other document submitted by LICENSEE. LICENSEE agrees that such additional or inconsistent terms are deemed rejected by MICHIGAN.

D. Unless otherwise exempt therefrom, LICENSEE agrees that it will be responsible for any sales, use or excise taxes imposed by any governmental unit in this transaction except income taxes.

E. LICENSEE acknowledges that the PROGRAM is of United States origin. LICENSEE agrees to comply with all applicable international and national laws that apply to the PROGRAM, including the United States Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the United States.

F. If a provision of this Agreement is or becomes illegal, invalid or unenforceable, this shall not affect the validity or enforceability in any jurisdiction of any other provision of this Agreement.