
-- JPL/CALTECH --
NONCOMMERCIAL
SOFTWARE LICENSE AGREEMENT

--"The Web Interface for Telescience" --aka
--SAP SOFTWARE--
-- EXECUTABLE CODE ONLY --

-- CLICKWRAP LICENSE AGREEMENT -- 

BY CLICKING THE "REGISTER ACCEPTANCE" BUTTON OR BY USING THE SOFTWARE AFTER VIEWING THIS LICENSE, YOU ARE AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. 

This is a license agreement and not an agreement for sale. This license agreement (Agreement) is between your company or self for your personal use, and the Jet Propulsion Laboratory (JPL) of the California Institute of Technology (hereinafter called "Caltech/JPL", or "Licensor") and gives Licensee certain limited rights to use the proprietary "SAP" Software and its Related Materials. All rights not specifically granted in this Agreement are reserved to Caltech/JPL. Licensor warrants that it has the right to grant this license to the Software and Related Materials.

RESERVATION OF OWNERSHIP AND GRANT OF LICENSE: Caltech/JPL retains exclusive ownership of any copy of the Software (as defined below) licensed under this Agreement and hereby grants to Licensee a personal, non-exclusive, non-transferable license to use the Software, without the right to sublicense, pursuant to the terms and conditions of this Agreement. From the date of receipt, Licensee agrees to use reasonable effort to protect the Software from unauthorized use, reproduction, distribution, or publication.

CONFIDENTIALITY: Licensee acknowledges that the Software provided under this Agreement is proprietary to Caltech/JPL, and as such, Licensee agrees to receive all such materials in confidence and use the Software only in accordance with the terms of this Agreement.

COPYRIGHT: The Software is owned by Caltech/JPL and is protected by United States copyright laws and applicable international treaties and/or conventions. The United States Government may have prior rights to use some or all of the Software as determined under applicable contracts and license agreements with Caltech/JPL.

DEFINITIONS: As used herein, the following words, phrases, or terms in this Agreement shall have the following meanings:

"SAP", or any other version name, means the suite of programs, scripts, manuals, and procedures received from Caltech/JPL for the purpose of providing an interactive science data analysis environment and its suite of applications and services.

"Limited Trial Use" means the use of any version of the Software for a limited time specified herein. 
"Internal" means within the Licensee's own organization which has been granted this license. 

"Executable Code" means machine-readable code compiled by a high-level compiler. 

"Source Code" means code written in human-readable format or in a high-level program language. 

"Software" means the actual copy of all or any portion of the allocated source or executable code for program routines delivered on the media or via network, inclusive of backups, updates, or merged copies permitted hereunder or subsequently supplied by Caltech/JPL. It includes file structures, programming instructions, user interfaces and screen formats and sequences. 



"Related Materials" means all of the printed materials, user documentation, training documentation and confidential software activation code supplied by Caltech/JPL under this Agreement.

PERMITTED USES: 
Noncommercial Research:
The Software may be used for Licensee's own internal research and development or experimental use on any government contract. Licensee shall report any performance problems to Caltech/JPL for improvement of the software. 

Source Code: No source code is to be allocated in this license. Any allocations must be agreed to in an independent writing. 


Backups: Licensee may make and maintain backup copies provided Licensee or its archive service delegatee keeps possession of each backup. In addition, Licensee may make that number of copies of the Software necessary for its licensed site provided that all information appearing in or on the original labels, including the copyright and trademark notices are copied onto the labels of the copies.

USES NOT PERMITTED:


You may not: Modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, or copy (except for the sole backup copy) the Software or accompanying documentation. Licensee has not been granted a license to use any source code, and may not store copies of such in any form. 
Licensee has not been granted any trademark license as part of this agreement and may not use the name or mark "SAP" or any rendition thereof for any purpose outside of the purpose stated herein. 


Third Parties: Licensee may not sell, rent, lease, sublicense, lend, time-share or transfer, in whole or in part, or provide unlicensed Third Parties access, to prior or present versions (or any parts thereof) of the Software and Related Materials, any updates, or Licensee's rights under this Agreement. The code may be accessed independently, after clicking the "Register Acceptance" button and filling out the information form below, through the use of the user ID and password.

Licensee may not remove or obscure any copyright or trademark notices.

The Software and Related Materials shall not become subject to application for patent or copyright by Licensee.

ASSIGNMENT: Licensee shall not assign this Agreement or Licensee's rights hereunder without the prior written consent of Caltech/JPL. Any purported assignment without such consent shall be null and void.

DURATION AND FEES:

TERM: The term of the license granted by this Agreement is from the effective date of this agreement until terminated. 

The Agreement automatically terminates without notice if you fail to comply with any provision of this Agreement. Licensee will then return to Caltech/JPL the Software, Related Materials and any whole or partial copies, codes, modifications, and merged portions in any form. The parties hereby agree that all provisions which operate to protect the proprietary rights of Caltech/JPL shall remain in force should breach occur and that the obligation of confidentiality described in this Agreement is binding in perpetuity and, as such, survives the term of the Agreement.

FEE: Whereas Licensee will use said Software solely for the uses stated above, and agrees not to permit or sublicense third-party use of this Software, and to comply with any applicable "Restricted Rights" requirements, there is no fee for this license.

NO WARRANTY 

DISCLAIMER

THE SOFTWARE AND RELATED MATERIALS ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND INCLUDING ANY WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE (AS SET FORTH IN UCC §§2312-2313) OR FOR ANY PURPOSE WHATSOEVER, FOR THE LICENSED PRODUCT HOWEVER USED. USER BEARS ALL RISK RELATING TO QUALITY AND PERFORMANCE OF THE SOFTWARE.


SUPPORT AND MAINTENANCE: No software support or training by the Licensor is provided as part of this agreement. Should Licensee wish to obtain support, maintenance or training on the Software, an independent support contract may be established through the Technology Affiliates Program Office. Please contact Mr. James Rooney at the Jet Propulsion Lab, (818) 354-2503.


EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY: Caltech/JPL shall not be liable for indirect, special, incidental, or consequential damages or lost profits related to Licensee's use of the Software and Related Materials, even if Caltech/JPL is advised of the possibility of such damage.


RESTRICTED RIGHTS LEGEND: Use, duplication, or disclosure by the Government is subject to the restrictions as set forth in FAR §52.227-14 (JUN 1987) Alternate III (g)(3), FAR §52.227-19 (JUN 1987), DFARS §252.211-7015 (MAY 1991) or DFARS §252.227-7013 (c)(1)(ii) (OCT 1988), as applicable. Contractor/Manufacturer is California Institute of Technology, Pasadena, California.


EXPORT REGULATION: If at any time after licensee has received the software and has reason to transfer the software or product incorporating the Software to its subsidiary, associated or related company, either within or outside of the United States, licensee shall immediately notify JPL of such fact before executing the delivery. When exporting JPL software or product incorporating such software to a foreign entity, licensee shall comply with all federal export laws and statutes. In the event an export license is required to execute the transfer, licensee shall apply and obtain approval for such license through the appropriate U.S. government agency. Warning: An unsecured Internet transfer (ftp) is an export for purposes of this Agreement, even if the destination address is a domestic site.


SEVERABILITY: If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


NO IMPLIED WAIVERS: No failure or delay by Caltech/JPL in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by Caltech/JPL.


GOVERNING LAW: Except with respect to Copyright or Patent rights which shall be governed by federal laws, this Agreement, entered into in the County of Los Angeles, shall be construed and enforced in accordance with and be governed by the laws of the State of California without reference to conflict of laws principles. The parties hereby consent to the personal jurisdiction of the courts of this county and waive their rights to venue outside of Los Angeles County, California.


ENTIRE AGREEMENT AND AMENDMENTS: This Agreement constitutes the sole and entire agreement of the parties as to the matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating hereto.
