MAINTENANCE RENEWAL AGREEMENT
FOR COMMERCIAL USERS
This agreement is made by and between Health
Research, Inc. at One University Place, Rensselaer, NY 12144-3456,
hereinafter referred to as "LICENSOR," and
INSTITUTION: ______________________________________________________ ______________________________________________________
______________________________________________________
DEPARTMENT: ______________________________________________________
BUSINESS ADDRESS: ______________________________________________________
______________________________________________________
______________________________________________________
hereinafter referred to as "LICENSEE," for maintenance services as outlined herein in connection with the SPIDER LICENSED SOFTWARE ("PROGRAM") which has been licensed by LICENSEE from LICENSOR under the terms of a separate license wherein PROGRAM usage was granted for the expressed use of a USER GROUP affiliated with the LICENSEE institution and defined as follows:
USER GROUP shall be: All
members _____________________________________ Research
Group,
(research project/area)
of approximately ___________________ members.
(size of group)
The term of this Agreement shall be for a one year period commencing on this ______ day of _________, ________ (Day) (Month) (Year)
II. MAINTENANCE RENEWAL FEE
LICENSEE agrees to pay LICENSOR a SPIDER Maintenance Renewal Fee of Five Hundred Dollars ($500.00). Payment shall be made by check, in U.S. currency, paid in advance to the order of "Health Research, Inc." at the address noted above.
III. MAINTENANCE SERVICES - VAX/VMS and SGI UNIX Versions
The following Maintenance Services will be provided to LICENSEES of the VAX/VMS and SGI UNIX Versions of the PROGRAM by LICENSOR under this Agreement:
At the sole discretion of LICENSOR Periodic updates of the software that may incorporate (i)
corrections of any substantial defects, (ii) fixes of any minor bugs, and (iii) enhancements to the PROGRAM.
Consultation on, and removal of "bugs" in the PROGRAM.
Answering of inquiries on installation and applications via e-mail or telephone, within reasonable limits during the hours of 9:00am and 4:00pm, Eastern Standard Time, Monday through Friday, excluding holidays. "Reasonable limits" will be determined solely by the LICENSOR. Any dispute between LICENSOR and LICENSEE over what constitutes reasonable limits will be resolved by a refund of $250 of LICENSEE'S Maintenance Renewal Fee and termination of this Agreement.
Custom Programming Services
On-site support
Training
Hardware and related supplies.
Support of any programming changes made by LICENSEE to the PROGRAM
IV. LIMITED MAINTENANCE SERVICES - Other Versions
For LICENSEES operating PROGRAM on Sun, DEC UNIX, or IBM RISC Unix platforms, the services provided under this agreement are limited to periodic updates of the software that may incorporate at the sole discretion of LICENSOR (i) corrections of any substantial defects, (ii) fixes of any minor bugs, and (iii) enhancements to the PROGRAM.
V. OBLIGATIONS OF LICENSEE
LICENSEE agrees to install all corrections of substantial defects, minor bug fixes and updates, including any enhancements for the PROGRAM in accordance with the instructions and in order of receipt from LICENSOR.
LICENSEE agrees that all Maintenance services are provided and restricted for use by the USER GROUP (i) as specified in the first part of this agreement and (ii) as specified in the terms of the prior and separate SPIDER Software License Agreement in which LICENSOR originally grants LICENSEE the right to use PROGRAM.
Upon detection of any error in the PROGRAM, LICENSEE, as requested by LICENSOR agrees to provide LICENSOR a listing of output and any other data that the LICENSOR reasonably may request in order to reproduce operating conditions similar to those present when the error occurred.
VI. LIMITATIONS
LICENSEE acknowledges that PROGRAM has been developed in an academic laboratory environment at the Wadsworth Center for its internal research use and for use by academic collaborators. Neither the Wadsworth Center nor HRI are engaged routinely in the business of selling or providing software and software maintenance.
Neither party shall be liable against the other for lost profits or indirect, special or consequential damages arising out of this Agreement, even if the party has been notified of the possibility of such damages. Under no circumstances will liability exceed $250.
VII. LAPSE IN MAINTENANCE SERVICES
LICENSOR has no obligation to renew or provide Maintenance to LICENSEE beyond the term of this agreement if LICENSEE allows Maintenance service to lapse. Failure by LICENSEE to maintain periods of consecutive maintenance services will be considered a lapse. LICENSOR is under no obligation to notify LICENSEE of expiration of the Term. If LICENSEE allows Maintenance service to lapse, it may continue to use the latest version of PROGRAM then in its possession, but will not be entitled to Maintenance outlined in the Spider Maintenance Renewal Agreement. Unless otherwise authorized by the LICENSOR in writing, reinstatement of Maintenance Services after a lapse of one year or more will require execution of a new License Agreement and payment of the full SPIDER license fee in effect at the time.
VIII. TERMINATION
LICENSOR will have the right to terminate this Agreement and all services provided pursuant to this Agreement (i) upon termination of the LICENSEE's SPIDER PROGRAM License Agreement by either party for any reason, and (ii) if LICENSEE or its employees or agents violate any provision of this Agreement and Customer fails to cure such violation within fifteen (15) days after receipt of written notice from LICENSOR.
LICENSOR reserves the right to cease provision of maintenance services outlined in the Spider
Maintenance Renewal Agreement at any time and LICENSEE agrees that in such event liability of the LICENSOR shall be limited to a refund of $250 or a prorated portion of the Maintenance Fee based on length of service provided.
IX. GENERAL PROVISIONS
This License shall be construed in accordance with the laws of the State of New York.
This license represents the complete and final statements between LICENSOR and LICENSEE and supersedes all prior agreements, proposals, representations and other communications between them with respect to Maintenance Services. This License may be modified only with the mutual written approval of an authorized representative of LICENSEE and LICENSOR.
If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement will be valid and enforceable to the maximum extent possible.
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.
The waiver or failure of LICENSOR to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement.
LICENSEE: LICENSOR:
_______________________________________ _______________________________________
Signature Signature
_______________________________________ MichaelBarth, Executive Director
Name/Title
this ______ day of _________, ________ this ______ day of _________, ________
(Day) (Month) (Year) (Day) (Month) (Year)
RETURN TWO ORIGINAL SIGNED AGREEMENTS WITH FEE PAYABLE TO HEALTH RESEARCH, INC.
SEND TO THE ATTENTION OF:
Dawn Cox NOTE: Our organization is unable
to process a SPIDER Maintenance Renewal Agreement unless we receive:
Director, Technology Transfer
Health Research Inc.
One University Place
Rensselaer, NY 12144-3456
(518)431-1200 FAX (518)431-1234
E-mail DEC09@health.state.ny.us