Academic Perpetual Software Site License Agreement
Sales Telephone 800.543.2185
SPSS Inc. (hereinafter SPSS) and the licensee identified in the attached Order Form(s) (hereinafter LICENSEE) agree as follows:
1.1 Subject to the provisions contained herein, SPSS grants to LICENSEE a non-exclusive perpetual license for the use of the copyrighted computer software product(s) specified in the ORDER FORM (hereinafter the SOFTWARE) by AUTHORIZED END-USER (as defined below) at the Site(s), which for purposes of this Agreement is defined as an academic campus, specified in the ORDER FORM. For purposes of this Agreement, "AUTHORIZED END-USER" shall mean any person who is affiliated with the LICENSEE as a; (i) full-time or part-time employee, (ii) full-time or part-time faculty member, or (iii) a full-time or part-time student. Use of the SOFTWARE by an AUTHORIZED END-USER shall be for academic research, teaching or for other purposes of LICENSEE in accordance with the restrictions set forth in Section 4 below.
1.2 If the LICENSEE is licensing a "Server" product of SPSS, as indicated in the ORDER FORM, then SPSS grants LICENSEE the right to install this SOFTWARE on a single server located at the Site set forth in the ORDER FORM for use by any AUTHORIZED END-USER. LICENSEE must contact SPSS before changing the computer network, server or processor or if LICENSEE is adding additional CPUs to the network, server or processor where the SOFTWARE is installed. SPSS shall provide LICENSEE with the additional licensing fees, if any, associated with such changes.
1.3 SPSS will ship (1) master copy of the SOFTWARE to a single Site of LICENSEE within fifteen (15) days of the effective date of this Agreement.
1.4 LICENSEE may from time to time order additional copies of the SOFTWARE or other copyrighted software products from SPSS pursuant to this Agreement, and if such orders are accepted in writing by SPSS, these products shall be considered to be included in the definition of SOFTWARE. LICENSEE may submit subsequent orders for other products SPSS makes available under this Agreement. Certain products may only be available on a unit purchase basis.
1.5 SPSS grants LICENSEE a nontransferable, nonexclusive license to make the number copies of the SOFTWARE set forth in the ORDER FORM for use on computers owned and controlled by LICENSEE. In addition LICENSEE may make not more than two (2) copies of SOFTWARE for archival and backup purposes. All copies of SOFTWARE shall remain subject to all terms of this Agreement, and shall include the copyright notice and any other proprietary notice set forth in the master diskettes, and at a minimum shall include the following:
Copyright SPSS Inc. 20 ___ (year on diskette label)
Licensed Material - Property of SPSS Inc.
All rights reserved
This notice must appear externally on any distribution medium and internally in machine-readable form. LICENSEE further agrees to complete the customization process described in the documentation before making any copies of the SOFTWARE, and that all copies made will specify the site license name as shown in the ORDER FORM.
1.6 SPSS will ship one (1) copy of the printed manual normally provided with the SOFTWARE. Additional copies of the printed manual may be purchased by LICENSEE from SPSS for its authorized distributor. No permission is given to reproduce the manual.
1.7 SPSS retains all title and ownership rights to the SOFTWARE, including all copies duplicated by LICENSEE under this Agreement.
2.1 For so long as SPSS generally maintains and supports the SOFTWARE for its customers, SPSS will provide LICENSEE with on-going maintenance of the SOFTWARE so long as LICENSEE pays SPSS the annual maintenance fee.
2.2 Maintenance, as used in this Section 2, includes enhancements, upgrades and improvements to the SOFTWARE, when and if developed, and reasonable efforts to correct errors or deficiencies in the SOFTWARE. Maintenance further includes reasonable technical assistance via the telephone to a single designated support representative of LICENSEE. LICENSEE agrees that the determination of the extent of technical support required shall rest exclusively with SPSS and that SPSS is not required to correct every error or problem LICENSEE may have with the SOFTWARE.
2.3 Maintenance will be provided only for the latest release of LICENSEE's version of the SOFTWARE, and may, but need not be provided if LICENSEE has modified the SOFTWARE or if LICENSEE is in default.
2.4 LICENSEE shall have the sole and exclusive responsibility to provide technical support to any AUTHORIZED END-USER.
3.1 LICENSEE agrees to pay SPSS the LICENSE FEE specified in the ORDER FORM within thirty (30) days from the date set forth on the SPSS invoice.
3.2 If LICENSEE orders and SPSS accepts a subsequent order per Section 1.4, then LICENSEE agrees to pay the applicable licensee fees for the SOFTWARE within thirty (30) days from the date set forth on the SPSS invoice.
3.3 LICENSEE agrees to pay SPSS a non-refundable yearly fee for Maintenance in accordance with the then current SPSS Maintenance rates. Maintenance shall automatically renew upon the anniversary date of the shipment of SOFTWARE to LICENSEE, unless written notice of non-renewal of Maintenance is provided to SPSS by LICENSEE at least forty-five (45) days prior to the next renewal date. Since Maintenance fees are subject to change, SPSS agrees to publish current price lists from time to time and to make reasonable efforts to send notice of the approaching anniversary date and the applicable Maintenance fee approximately sixty (60) days in advance. If LICENSEE elects to resume Maintenance for SOFTWARE following non-renewal, LICENSEE shall pay in advance a reinstatement fee equal to one (1) year of Maintenance fees, plus the Maintenance fee due for the next twelve (12) months for SOFTWARE.
3.4 All payments are exclusive of any tariffs, duties or taxes imposed or levied by any government or governmental agency. LICENSEE shall be liable for payment of all such taxes, however designated, levied or based on LICENSEE's possession or use of the SOFTWARE or on this Agreement, including without limitation, state or local sales, use, value-added and personal property tax, but excluding any tax on the net income of SPSS.
3.5 Any payment required hereunder that is made late (including unpaid portions if incomplete payment) shall bear interest at the rate of one and a half percent (1.5%) per month. The parties also agree as follows: (a) Any payment received more than thirty (30) days after becoming due shall be deemed "late" for purposes of this paragraph; and (b) Any interest charged or paid in excess of the maximum rate permitted by applicable law shall be deemed the result of a mistake and shall be credited or refunded (at SPSS' option) to LICENSEE.
4. Restricted Use
4.1 LICENSEE shall use the SOFTWARE under this Agreement only on computers which are; 1) owned or leased by LICENSEE and 2) controlled by LICENSEE, excluding LICENSEE owned or leased laptops provided to full or part-time students.
4.2 The number of computers the SOFTWARE is accessed from shall not exceed the number of copies specified in the ORDER FORM (which number may be modified in the future, by mutual agreement between the parties). If the SOFTWARE is installed on a server or network, each computer the SOFTWARE can be accessed from is considered to be a copy of the SOFTWARE in use. All computers must be located at one of the Sites set forth in the ORDER FORM, except that home use by full-time employees and faculty members is permitted. This Section 4.1 shall not apply if this Agreement is for a license of a SPSS "Server" product.
4.3 LICENSEE agrees to use the SOFTWARE only as indicated hereunder and not for commercial timesharing, rental, or service bureau use.
4.4 LICENSEE agrees not to create, or attempt to create, or permit or help others to create the source code from the SOFTWARE furnished pursuant to this Agreement. LICENSEE agrees that it will not reverse engineer or decompile the SOFTWARE.
4.5 The SOFTWARE and documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in the Rights in Technical Data and Computer Software Regulations. Contractor/manufacturer is SPSS Inc/233 S.Wacker Drive/Chicago, Il 60606.
4.6 LICENSEE shall maintain records of each copy it makes of the SOFTWARE, which shall include at a minimum the AUTHORIZED END-USER, telephone number, room location and mailing address to denote the precise location of each computer for which a copy is made.
5. Term And Termination
5.1 If LICENSEE violates any of the provisions of this Agreement, SPSS shall be free to pursue any legal or equitable recourse which it deems appropriate, including without limitation, injunctive relief, claims for damages, or suit for termination of the License granted hereby.
5.2 Upon termination, there shall be no refund of any payments, and LICENSEE shall pay promptly any fees which may be due. LICENSEE shall also destroy the SOFTWARE and make sure that it is no longer in use or useable. This paragraph shall survive the termination of this Agreement.
6.1 SPSS warrants that it has the right to grant this license.
6.2 The media on which the SOFTWARE is furnished are warranted to be free of defects in workmanship and material under normal use for a period of sixty (60) days from the date of shipment by SPSS. The sole responsibility of SPSS and LICENSEE's exclusive remedy under this warranty will be to receive a replacement of the diskettes, or a full refund if SPSS is unable to deliver diskettes free from defects in workmanship and materials.
6.3 LICENSEE and LICENSEE alone is responsible for determining which SOFTWARE meets its particular needs, for installing the SOFTWARE, and for the results obtained. THIS SOFTWARE IS LICENSED "AS IS" WITHOUT WARRANTY AS TO ITS PERFORMANCE, EXCEPT FOR THE DISKETTE WARRANTY PROVIDED ABOVE. THERE ARE NO WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. IN NO EVENT SHALL SPSS BE RESPONSIBLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, EVEN IF SPSS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SPSS' LIABILITY ARISING OUT OF THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT OF THE INITIAL LICENSE FEE PAYMENT SET FORTH IN THE ORDER FORM.
6.4 SPSS agrees to defend, or settle at its option, any action against LICENSEE arising from a claim that the SOFTWARE infringes any United States patent or property right provided that; i) SPSS is promptly notified of such action and is given control over the defense or settlement thereof; ii) the SOFTWARE has not been modified by LICENSEE; and iii) the charge of infringement has not arisen from the use of the SOFTWARE in combination with other hardware or SOFTWARE components where it is the combination which is charged to infringe. SPSS shall, at its option and expense, secure for LICENSEE the right to continue using the SOFTWARE, or replace or modify the SOFTWARE so that it becomes noninfringing, or grant LICENSEE a credit minus a reasonable depreciation for the use of the SOFTWARE but in no event shall such credit be greater than the LICENSEE fee paid hereunder.
7. General Provisions
7.1 LICENSEE agrees that this Agreement and the SOFTWARE may not be assigned, sublicensed without the prior written consent of SPSS in its sole discretion. LICENSEE agrees that the SOFTWARE may not be transferred, except as specified herein, without the prior written consent of SPSS in its sole discretion.
7.2 LICENSEE grants SPSS the right to audit the books and records of LICENSEE regarding the use of the SOFTWARE the copies made, including, but not limited to, the right to receive a list showing each copy's purchaser and the consideration paid therefore upon five (5) days written notice. LICENSEE agrees to allow SPSS to inspect LICENSEE's premises physically and to cooperate fully in the conducting of such an audit.
7.3 This Agreement supersedes all prior agreements, proposals, representations and communications between the parties relating to the subject matter herein. In the case of conflict between this Agreement and purchase orders issued for the SOFTWARE, the terms of this Agreement shall prevail.
7.4 SPSS shall not be liable for delays or nonperformance of this Agreement occasioned by strikes, fires, accidents or other causes beyond the control of SPSS.
7.5 SPSS shall have the right to use LICENSEE's name and the contents of this Agreement in marketing, advertising and public relations material. Such use includes, but is not limited to, the right to use LICENSEE as a press or customer reference. LICENSEE shall have the right to approve the content of any advertising, marketing or public relations material containing LICENSEE's name prior to its release. Such approval shall not be unreasonably withheld.
7.6 If this Agreement is for WhatIf? or SmartScore, SOFTWARE includes software developed by The Apache Software Foundation. That software is copyright Ó 2000 The Apache Software Foundation. All rights reserved. SPSS obligations under Section 6.4 do not apply to the software developed by The Apache Software Foundation.
7.7 LICENSEE and SPSS agree that this Agreement and the SOFTWARE, including all information related to the SOFTWARE that is disclosed to LICENSEE as a result of this Agreement, (a) constitutes the proprietary and confidential information of SPSS; (b) shall be used by LICENSEE only as required to exercise the license granted under this Agreement; and (c) shall be held in confidence and shall not be made available in any form to any person or entity other than LICENSEE, without the express written consent of SPSS. SPSS agrees that LICENSEE shall be permitted to disclose relevant aspects of the SOFTWARE to its employees and its agents, but solely to the extent that such disclosure is directly related to LICENSEE's use of the SOFTWARE, and provided that LICENSEE shall take all reasonable steps to ensure that SOFTWARE is not disclosed or duplicated in contravention of this Agreement. The provisions of this Section 7.7 shall survive any termination of this Agreement.
7.8 This Agreement shall be interpreted under the laws of the State of Illinois of the United States of America.
For further information please contact Information Services' software acquisition expert via email at firstname.lastname@example.org or at 816.235.2220.