SOFTWARE USAGE AGREEMENT
This Agreement (hereinafter referred to as “Agreement”) executed by you (hereinafter referred to as “RECIPIENT”) and Sleep Performance Inc. (dba “FATIGUE SCIENCE”). RECIPIENT has requested that FATIGUE SCIENCE release to it the following computer software:
FAST “Fatigue Avoidance Scheduling Tool” Software and documentation (collectively referred to as “SOFTWARE”).
This SOFTWARE was developed with funding from the US Department of Defense, and is therefore being made available to projects supported by the U.S. Federal Government at cost.
In consideration of FATIGUE SCIENCE releasing the SOFTWARE to RECIPIENT and granting RECIPIENT the right to use such SOFTWARE for the purposes identified below, RECIPIENT agrees as follows:
- This SOFTWARE is the proprietary information owned by FATIGUE SCIENCE.
- This SOFTWARE is not in the public domain and nothing in this Agreement shall be construed as permitting the SOFTWARE to be made available to the public without restriction. The SOFTWARE shall be released only to RECIPIENT and shall be used only for Department of Defense purposes.
- There shall be no further distribution or publication of the SOFTWARE by RECIPIENT, neither the pseudo-code, source code, executable code, nor associated run-time applications, whether standalone or embedded, to or for use by any third party without the express prior written approval of FATIGUE SCIENCE.
- The RECIPIENT is encouraged to publish findings resulting from the use of FAST software. One copy of each publication shall be forwarded to FATIGUE SCIENCE. The RECIPIENT further agrees that in the release of information resulting from the use of FAST software they will acknowledge FATIGUE SCIENCE, FAST and/or its current Intellectual Property owners.
- The SOFTWARE, and/or any modified or enhanced version thereof, shall not be published by RECIPIENT, given or transferred to another entity, or in any manner offered for sale to the United States Government or any other entity. The SOFTWARE may be used in contracts with the U.S. Government, but no charge may be made for its use.
- The SOFTWARE remains the licensed property of FATIGUE SCIENCE.
- FATIGUE SCIENCE shall be neither liable nor responsible for any maintenance or updating of the provided SOFTWARE, nor for correction of any errors in the SOFTWARE.
- The SOFTWARE is provided “AS IS” without any warranty of any kind, either expressed, implied, or statutory, including, but not limited to, any warranty that the SOFTWARE will conform to specification, any implied warranties of merchantability, fitness for particular purpose, and freedom from infringement, and any warranty that the documentation will conform to the SOFTWARE, or any warranty that the SOFTWARE will be error free. In no event shall FATIGUE SCIENCE be liable for any damages, including, but not limited to, direct, indirect, special or consequential damage, arising out of, resulting from, or in any way connected with this software, whether or not based upon warranty, contract, tort, or otherwise, whether or not injury was sustained by persons or property or otherwise, and whether or not loss was sustained from, or arose out of the results of, or use of, the SOFTWARE or services provided hereunder.
RECIPIENT agrees to waive any and all claims against FATIGUE SCIENCE or the U.S. Government and shall indemnify and hold harmless FATIGUE SCIENCE and the U.S. Government for any damage that RECIPIENT may incur from RECIPIENT’S prior or future use of the provided SOFTWARE, including any damages from products based on, or resulting from, the use thereof.
If further release or distribution of this SOFTWARE or technical data derived from this SOFTWARE is permitted, RECIPIENT agrees to obtain this identical waiver of claims, indemnification and hold harmless Agreement with any entities that are provided with the SOFTWARE or technical data derived from use of the SOFTWARE.
- This Agreement does not, in any manner, constitute an exclusive release of the SOFTWARE to RECIPIENT. FATIGUE SCIENCE’ distribution of the SOFTWARE to other entities is in no manner limited by this Agreement.
- This Agreement does not, in any manner, constitute an endorsement by FATIGUE SCIENCE of any test results, resulting designs, hardware, or other information, results or products derived or resulting from use of the SOFTWARE.
- This Agreement does not, in any manner, constitute the grant of a license to RECIPIENT under any FATIGUE SCIENCE copyright, patent, or patent application.
- Any use of the SOFTWARE by RECIPIENT other than that authorized in this Agreement may result in liability of the RECIPIENT to FATIGUE SCIENCE.
- This Agreement shall be construed and the legal relations between the parties hereto shall be determined in accordance with United States federal law.
- This Agreement constitutes the entire understanding and Agreement between the parties hereto relating to release of the SOFTWARE and may not be superseded, modified or amended except by further written Agreement duly executed by the parties.
- Either FATIGUE SCIENCE or RECIPIENT may terminate this Agreement, at any time by written notice to the other thirty (30) days before the desired date of termination.
- The RECIPIENT’S acceptance and use of subject software constitutes the RECIPIENT’S acceptance of the above terms. The effective date of this Agreement shall be the date of RECIPIENT’S execution of this Agreement as set forth below. The person agreeing on behalf of RECIPIENT represents that he or she is a United States citizen and has the authority to accept and agree to the provision laid out in this Agreement on behalf of RECIPIENT.