Download Tigress

End-User License Agreement PROGRAM: Tigress University of Arizona Tech Transfer File: UA14-135 IMPORTANT – READ CAREFULLY: This Agreement is a legal agreement between ("LICENSEE") (defined below in Paragraph 2) and The Arizona Board of Regents on behalf of the University of Arizona, ("ARIZONA"). 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, do not install, access or use the PROGRAM. BACKGROUND 1. The University of Arizona through its Computer Science Department has developed a proprietary software application and related documentation, known as Tigress, a virtualizer for the C computer language that provides computer defenses against de-virtualization attacks, and further defined in ARIZONA Tech Transfer Arizona file UA14-135, (hereinafter referred to as "PROGRAM"). 2. LICENSEE is either: (i) yourself if you accept the Agreement; or (ii) the legal entity you are authorized to represent in accepting this Agreement. You represent you have the authority to bind LICENSEE to this Agreement. 3. LICENSEE desires to obtain and ARIZONA, consistent with its mission of education and research, desires to grant a license to access and use PROGRAM subject to the terms and conditions set forth below. The parties therefore agree as follows: I. LICENSE ARIZONA hereby grants to LICENSEE a non-exclusive, non-transferable right to access and use the PROGRAM internally for the sole purpose of assessing Tigress virtualization software and subject to the terms and conditions of this Agreement. II. LIMITATION OF LICENSE AND RESTRICTIONS A. Except as expressly permitted by this agreement, no other use of PROGRAM is permitted, including, but not limited to: (i) use or access for the benefit of, on behalf of, or upon the request of any other party; (ii) reproduction, adaptations, and/or preparation of derivative works; (iii) sale, renting or loaning access to PROGRAM, passwords, or usernames: or (iv) the reverse engineering, decompiling, disassembling, or attempting to otherwise access any source code for any software program. 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, 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 ARIZONA'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. III. TITLE AND OWNERSHIP No ownership rights of ARIZONA in the PROGRAM are conferred upon LICENSEE by this Agreement. 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. ARIZONA 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. ARIZONA 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 ARIZONA 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 ARIZONA 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 ARIZONA has no obligation to provide to LICENSEE any maintenance, support, or update services. Should ARIZONA provide access to and use of any revised versions of PROGRAM, LICENSEE agrees that this Agreement shall apply to such revised versions. C. Without limiting in anyway any of ARIZONA'S disclaimers of warranty and limitations of liability, LICENSEE covenants that it will carefully review any documentation or instructional material provided by ARIZONA and acknowledges that it is aware that PROGRAM is intended to be an educational tool. D. For clarity, LICENSEE acknowledges THAT ARIZONA SHALL NOT BE LIABLE FOR ANY LOSS OF DATA CONTAINED OR ENTERED IN THE PROGRAM OR ANY DAMAGES OR COSTS ASSOCIATED WITH THAT LOSS. V. TERM AND TERMINATION A. If LICENSEE at any time fails to abide by the terms of this Agreement, ARIZONA shall have the right to immediately terminate the license granted herein, require the return or destruction of all copies of the PROGRAM from LICENSEE and certification in writing as to such return or destruction, and pursue any other legal or equitable remedies available. B. This Agreement is renewable upon the written agreement of both parties, which may be accomplished by LICENSEE's renewal request to ARIZONA. VI. MISCELLANEOUS A. This Agreement shall be interpreted pursuant to the laws of the State of ARIZONA. Any arbitration or litigation between the Parties shall be conducted in Pima County, ARIZONA, and Company hereby submits to venue and jurisdiction in Pima County, ARIZONA. B. The parties agree that should a dispute arise between them concerning this Agreement and no party seeks affirmative relief other than money damages in the amount of Fifty Thousand Dollars ($50,000) or less, exclusive of interest, costs and attorneys' fees, the parties may be required submit the matter to arbitration pursuant to the Revised Uniform Arbitration Act, A.R.S §12-3001 et seq. (the “Act”), whose rules shall govern the interpretation, enforcement, and proceedings pursuant to this section. Except as otherwise provided in the Act, the decision of the arbitrator(s) shall be final and binding upon the parties. C. The Parties agree to be bound by state and federal laws and regulations governing equal opportunity and non-discrimination and immigration. D. THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN ARIZONA 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. E. 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 ARIZONA. F. 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. G. 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. VII. - STATE OF ARIZONA REQUIRED CLAUSES The PARTIES will comply with their applicable state and federal statutes and regulations governing equal employment opportunity, nondiscrimination, and immigration. Pursuant to the provisions of A.R.S. §38-511, the Arizona Board of Regents may cancel this Agreement by written notice if any person substantially involved in obtaining, drafting, or procuring this Agreement for or on behalf of the Arizona Board of Regents becomes an employee or consultant in any capacity of UNIVERSITY. The PARTIES recognize that performance by ARIZONA may be dependent upon the appropriation of funds by the State Legislature of Arizona. Should the Legislature fail to appropriate the necessary funds, the Arizona Board of Regents may cancel its future obligations under this Agreement without further duty or obligation. ARIZONA agrees to notify UNIVERSITY as soon as reasonably possible after the unavailability of such funds comes to its attention. In the event of a dispute hereunder that involves the sum of Fifty Thousand Dollars ($50,000) or less, in money damages only, exclusive of interest, costs and attorneys' fees, the PARTIES will submit the matter to binding arbitration pursuant to the Arizona Arbitration Act, ARS 12-1501 et seq. (the "Act") whose rules shall govern the interpretation, enforcement and proceedings pursuant to this paragraph. Except as otherwise provided in the Arizona Arbitration Act, the decision of the arbitrator(s) shall be final and binding upon the PARTIES.