modeller

End-User Software License Agreement for MODELLER

   1. Andrej Sali (``LICENSOR'') grants to (``LICENSEE'') a fully-paid, non-exclusive, and 
non-transferable license to use the ``MODELLER'' computer software program and associated 
documentation furnished hereunder (hereinafter called the ``PROGRAM''), upon the terms and 
conditions hereinafter set out and until termination of this license as set forth below.

   2. LICENSEE understands that this Agreement is license for use of, not sale of, the PROGRAM. 
Consequently, no Purchase Orders can be accepted by LICENSOR.

   3. LICENSEE acknowledges that the PROGRAM is a research tool still in the development stage, 
that is being supplied ``as is'', without any accompanying services or improvements from LICENSOR 
and that this license is entered into in order to enable others to utilize the PROGRAM in their 
scholarly activities.

   4. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. By way of example, but 
not limitation, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR 
ANY PARTICULAR PURPOSE OR THAT THE USE OF THE PROGRAM WILL NOT INFRINGE ANY PATENTS, COPYRIGHTS, 
TRADEMARKS OR OTHER RIGHTS. LICENSOR shall have no liability nor be liable for an 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 the PROGRAM.

   5. LICENSEE agrees that it will use the PROGRAM, and any modifications, improvements, or 
derivatives to PROGRAM that LICENSEE may create (collectively, ``IMPROVEMENTS'') solely for 
internal, non-commercial purposes and shall not distribute or transfer the PROGRAM OR IMPROVEMENTS 
to any person without prior written permission from LICENSOR. The term ``non-commercial'', as used 
in this Agreement, means academic or other scholarly research which (a) is not undertaken for 
profit, or (b) is not intended to produce works, services, or data for commercial use, or (c) is 
neither conducted, nor funded, by a person or an entity engaged in the commercial use, application 
or exploitation of works similar to the PROGRAM.

   6. LICENSEE agrees to notify LICENSOR of any IMPROVEMENTS made to the PROGRAM, as described in 
Section 5, above, and hereby (a) agrees to supply LICENSOR with a copy of same, and (b) grants 
LICENSOR a worldwide, perpetual license, with the right to sublicense (at any tier), such 
IMPROVEMENTS without any royalty or other obligation to LICENSEE.

   7. Ownership of all rights, including copyright in the PROGRAM and in any material associated 
therewith, shall at all times remain with LICENSOR and LICENSEE agrees to preserve same. LICENSEE 
agrees not to use any portion of the PROGRAM in any machine-readable form outside the PROGRAM, nor 
to make any copies except for its internal use, without prior written consent of LICENSOR. LICENSEE 
agrees to place the appropriate copyright notice on any such copies.

   8. This Agreement shall be construed, interpreted and applied in accordance with the 
Commonwealth of Massachusetts and any legal action arising out of this Agreement or use of the 
PROGRAM shall be filed in a court in the Commonwealth of Massachusetts.

   9. This license shall be for a term of 5 years except that upon any breach of this Agreement by 
LICENSEE, LICENSOR shall have the right to terminate this license immediately upon notice to 
LICENSEE.