This is an Agreement between, Alyuda Research, LLC ("Alyuda"), owner of the Product
("Software"), and a non-profit educational institution ("Licensee"),
for the purpose of specifying the conditions under which Licensee
will use the Software.
As part of the purchase process, you agree to accept the terms of this
Agreement. This Agreement is a legal contract which specifies the
terms of the license and warranty limitation between you and Alyuda
for the Software and related documentation. You
should carefully read the following terms and conditions before
installing or using the Software. Unless you have entered into a
separate written license agreement with Alyuda providing otherwise,
installation or use of the Software indicates your agreement to be
bound by these terms and conditions. If you do not agree to these
terms, do not attempt to install or use the Software.
Grant of License
Alyuda hereby grants you a nonexclusive license to install and
use the Software.
The License is subject to the following restrictions. You may only:
install the Software on any number of machines in one Department of
the educational institution purchased this License for the end users as
students and employees of the educational institution
use the Software in connection with on-campus computing facilities
that are used solely in support of classroom instruction and research
activities of students, teaching faculty and staff, and research staff
strictly for non-commercial purposes.
make one backup copy of the Software, provided your backup copy is
not installed or used on any computer.
Software may not be used for any commercial or business purpose,
whether "for profit" or "not for profit." Any work performed or produced
as a result of use of this Software cannot be performed or produced
for the benefit of other parties for a fee, compensation or any other
reimbursement or remuneration. This license is granted to a named
educational institution and not to any public, private or governmental
institution or entity.
In addition, you shall not, nor permit any party to: (i) use the
Software for the benefit of any third party, including without
limitation, in an outsourcing or timesharing arrangement, or in the
operation of a service bureau; (ii) sell, lease, loan, sublicense,
distribute, or otherwise transfer the Software to any person, firm, or
entity. Portions of the Software may not be used independently of the
Software; (iii) reverse engineer, disassemble, decompile, or translate
the Software, or otherwise attempt to derive the source code of the
Software; (iv) reproduce, distribute, publicly perform or publicly
display the Software except as expressly permitted above, and you may
not create derivative works of the Software.
If the Software and related documentation are provided as an upgrade
to an earlier licensed release of the Software, then you must have a
valid license to operate such earlier release of the same version and
edition as the upgrade to install or use the upgrade. All software
being upgraded is deemed to be part of the Software and is subject to
The Software is owned by Alyuda Research and is protected by copyright laws
and international treaty provisions, as well as other intellectual
property laws and treaties. You shall treat the Software like any
copyrighted material. The Software is the Intellectual Property
No Additional Rights or Licenses
You acknowledge and agree that except for the rights granted in this
Agreement, all other rights, and all title and interest in and to the
Software (as an independent work and as an underlying work serving as
a basis for any application you may develop) and related documentation
remain the sole and exclusive property of Alyuda, and that you will
not derive or assert any title or interest in or to the Software or
related documentation. Without limiting the generality of the
foregoing, you do not receive any rights to any patents, copyrights,
trademarks rights to the Software or related documentation. This
Agreement does not authorize you to use Alyuda's name or any of its
Term and Termination
The license granted for the Software will continue
until it is terminated. Alyuda may terminate any license granted
herein if you fail to comply with the terms of this Agreement. Upon
the termination of a license for any reason, you must promptly return
to Alyuda or destroy all copies of the Software and related
documentation covered by the license.
Warranty and Remedies
ALYUDA PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED,
FOR THE SOFTWARE. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS."
THESE REMEDIES ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO YOU
FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE
SOFTWARE AND RELATED DOCUMENTATION.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NON-
INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. By
way of example, without limitation, Alyuda provides no warranties of
any kind to any end-users accessing or otherwise using applications
developed or otherwise obtained by you.
The warranties do not cover damage or defects caused by or related to
misuse, accident, negligence or misapplication. Because programs such
as this are inherently complex, Alyuda does not warrant that the
Software is error-free or will operate without interruption.
Furthermore, Alyuda does not warrant that the Software will work with
any given database, network or network application.
You acknowledge that due to the complexity of the Software, it is
possible that use of the Software could lead to the unintentional loss
or corruption of data. You assume all risks of such data loss or
corruption; the warranties provided in this Agreement do not cover any
damages or losses resulting from data loss or corruption.
Limitation on Liability
IN NO CASE SHALL ALYUDA BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS, INCLUDING, WITHOUT
LIMITATION, LOST PROFITS OR THE INABILITY TO USE EQUIPMENT OR ACCESS
DATA, WHETHER SUCH DAMAGES ARE BASED UPON A BREACH OF EXPRESS OR
IMPLIED WARRANTIES, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR
ANY OTHER LEGAL THEORY. THIS IS TRUE EVEN IF ALYUDA IS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
This Agreement is the complete agreement between you and Alyuda
concerning the Software and related documentation. The failure or
delay of Alyuda to exercise any of its rights under this Agreement or
upon any breach of this Agreement shall not be deemed a waiver of
those rights or of the breach.