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WOLVERINE VENTURES, INC.
SOFTWARE LICENSE AGREEMENT

This is an agreement (“Agreement”) between End User (the person or corporation in whose name the Licensed Product has been ordered) and Wolverine Ventures, Inc. (“Wolverine”) that sets forth End User’s rights and obligations with respect to the Licensed Product (as defined below). By installing or using the Licensed Product, End User is agreeing to be bound by the terms of this Agreement, which includes the license and the disclaimer of warranty and limitation of liability. If End User does not agree to the terms of this Agreement, End User must return the CD-ROM, flash drive or other media on which the Licensed Product is contained and any copies of the Documentation to Wolverine (and destroy any other copies of the Licensed Product).
Definitions.
Authorized Site” shall mean the business address of the End User.
End User” shall mean any person or corporation that properly receives a (90) ninety day temporary license for the Licensed Product solely for its own internal application, use and purpose in accordance with this Agreement.
Documentation” shall means the end user manual providing instructions for using the Licensed Product and resolving end user difficulties, along with any other support documentation for the Licensed Product.
Licensed Product” shall mean, collectively, the Software, the media embodying the Software, the Engineering Components, and the Documentation.
1.5. “Software” shall mean the reduced functionality version of the computer software, in executable form, entitled “Numerical Propulsion System Simulation (NPSS™)” licensed to Wolverine by the NPSS™ Licensors , and including any Wolverine provided improvements and Updates thereto made available by Wolverine to End Users solely for Evaluation Use for a period of ninety (90) days, but specifically excluding the Engineering Components as defined herein

1.6. “Engineering Components” shall mean the library of engineering component classes provided as part of the Licensed Product, in both source and object code form, but specifically excluding the Software which utilizes the Engineering Components. For the avoidance of doubt, in no event shall the Engineering Components be considered a component of the Software.

  • 1.7 “Evaluation Use” shall mean the use of the Licensed Product by persons or consultants of End User solely for purposes of evaluating the capabilities of NPSS for engineering simulations. In no event, however, shall the term Evaluation Use mean the use of the Licensed Product for any purpose(s) in which the End User receives revenue of any sort (monetary or otherwise). Any and all revenue-producing and/or related usage purposes shall require the End User to obtain a commercial license to the Licensed Product.
  • 1.8 “NPSS™ Licensors” shall mean NASA, the Ohio Aerospace Institute and the NPSS™ Consortium.
  • 1.9 “Updates” means improvements, bug fixes, or patches, if any, of the Software that are generally made available by Wolverine to End Users free of charge.

 

License.
Grant. Subject to the terms of this Agreement (including without limitation the restrictions in Section 2.2 below), End User is hereby granted a limited, non-exclusive, temporary, non-transferable, non-sublicenseable license, to the Licensed Product delivered to End User solely to:
Install the Licensed Product on a network server or personal computer, run the Licensed Product on computers owned or operated by End User over an internal network at the Authorized Site for Evaluation Use only by the End User;
Duplicate the Licensed Product for current staff of End User for installation on personal machines for Evaluation Use only, provided that: (i) all copies contain any proprietary notices and license terms and conditions contained in the original Licensed Product licensed to End User; (ii) End User maintains records regarding the copies made, including without limitation, the date of duplication or transfer, and the identification of the party obtaining such copy of the Licensed Product; (iii) End User shall notify its staff to discontinue use of and uninstall the Licensed Product upon termination of this Agreement for any cause or upon the change of status (i.e., termination of employment, or separation from the End User) of such staff of End User; and
Make a copy of the Licensed Product solely for backup or archival purposes.

Certain Restrictions on Use. Except to the extent expressly allowed in Section 2.1, End User shall not, and shall not permit any third party to:
use the Licensed Product for any purpose, including without limitation any commercial or revenue producing purpose;
modify or create any derivative work of any part of the Licensed Product, provided that such restriction shall not apply to the Engineering Components;
permit any parent, subsidiaries, affiliated entities, or third parties to use the Licensed Product (other than as set forth in Section 2.1 above), absent a separate license from Wolverine to such parent, subsidiary, affiliated entity or third party;
rent, lease, or loan the Licensed Product;
use the Licensed Product for third-party training, commercial time-sharing or service bureau use;
use the Licensed Product to develop any competitive software to the Software;
alter, remove, or obscure any copyright, trademark, or other proprietary notices on the Licensed Product;
disassemble, decompile or reverse engineer the Software or otherwise attempt to gain access to the source code to the Software;
sell, license, sublicense, publish, display, distribute, assign, or otherwise transfer to a third party the Licensed Product, any copy thereof, or any rights thereto, in whole or in part, without Wolverine’s prior written consent; and
except as permitted in Section 2.1 herein, copy the Licensed Product except for installing and loading the Licensed Product into computer memory for the purpose of executing the Software program.
Support. During the period this Agreement is in effect, Wolverine shall provide limited technical support via e-mail to respond to questions from End Users regarding the use of the Licensed Product. Support will cover general questions regarding: use of the Licensed Product, Software functionality, the Documentation, run-time problems, and troubleshooting of the Licensed Product. Wolverine shall use reasonable efforts to respond to such requests within forty-eight (48) hours from receipt of such requests, during normal business hours. Wolverine shall have no obligation to provide End User any Updates, but may do so from time to time, at its sole and exclusive discretion.

 

Intellectual Property; Confidential Information.
Proprietary Rights. Wolverine or its NPSS™ Licensors own and retain all of their respective proprietary rights, including any and all patent, copyright, trade secret, trademark and other intellectual property rights, in and to the Licensed Product, and any Updates or other modifications thereto, whether made by End User, Wolverine, NPSS™ Licensors or any third party. End User acknowledges that the license granted under this Agreement does not in any way provide it with title to or ownership of the Licensed Product, but only a right of limited use under the terms and conditions of this Agreement. End User shall keep the Licensed Product free and clear of all claims, liens and encumbrances. Except for the rights expressly granted herein, no other rights are granted to End User with respect to the Licensed Product and all rights (other than those expressly granted herein), title and interest in the Licensed Product shall at all times remain the property of Wolverine or its NPSS™ Licensors. Except as otherwise permitted under this Agreement, End User shall have no rights to the source code for any part of the Licensed Product and agrees that only Wolverine or its NPSS™ Licensors shall have the right to maintain, enhance, or otherwise modify the Licensed Product.
Confidential Information. End User agrees that the Licensed Product contains confidential information, including trade secrets, know-how and other information, that comprise the exclusive property of Wolverine or its licensors. During the period this Agreement is in effect and at all times after its termination, End User shall maintain the confidentiality of this information and shall not sell, license, sublicense, publish, display, distribute, disclose, or otherwise make available this information to any third party nor use such information except as authorized by this Agreement. End User shall not disclose any such information concerning the Licensed Product to persons who are not employees of End User without Wolverine’s prior written consent. End User agrees that it will take appropriate action by instruction, agreement, or otherwise with its employees to satisfy its obligations under this Agreement with respect to use, protection, and security of Wolverine’s and its licensors’ confidential information. End User agrees to immediately notify Wolverine of the unauthorized disclosure or use of the Licensed Product and to assist Wolverine in remedying such unauthorized use or disclosure. It is further understood and agreed that money damages would not be a sufficient remedy for any breach of End User’s obligations under this Section 4.2 by End User. In the event of any such breach, Wolverine shall be entitled to seek equitable relief, in addition to any other rights or remedies provided by law or under this Agreement.
Warranty; Disclaimer of Warranties.
Limited Warranty. Wolverine warrants that the media on which any copies of the Licensed Product are delivered will be free of defects in material and workmanship under normal use and service for a period of thirty (30) days from delivery.
Disclaimer of Warranty. Except as expressly set forth in Section 5.1, the Licensed Product is licensed on an “AS IS” basis and Wolverine and its NPSS™ Licensors make no representations or warranties, either express, implied, statutory, or otherwise, with respect to the Licensed Product, or other accompanying material or service, if any, and Wolverine specifically disclaims (and End User waives) all express and implied warranties, including without limitation, all implied warranties of merchantability, fitness for a particular purpose, and non-infringement, or warranties arising by statute or otherwise in law or from a course of dealing or use of trade. Wolverine does not warrant that the operation or other use of the Licensed Product will be uninterrupted or error free or will not cause damage or disruption to End User’s data, computers or networks. Wolverine makes no representations or warranties regarding the support for the Licensed Product and the parties agree that Wolverine and its licensors shall not be held liable or responsible in any way for Wolverine’s actions or omissions in providing such support. These disclaimers of warranty constitute an essential part of this Agreement.
Indemnification; Infringement.
Indemnification by Wolverine. Wolverine shall defend and indemnify End User, its officers, directors, employees from and against any damages, liabilities, costs and expenses (including attorneys' reasonable fees) (collectively “Damages”) arising out of any third party claim that the Licensed Product infringes a valid United States patent or copyright or misappropriates a trade secret of a third party. Should the Licensed Product become or, in Wolverine's or its NPSS™ Licensors’ opinion, be likely to become the subject of a claim or an injunction preventing its use as contemplated herein, Wolverine may, at its option, (1) procure for End User the right to continue, as applicable, using such Licensed Product, (2) replace or modify the Licensed Product so that it becomes non-infringing, or, if Wolverine or its NPSS™ Licensors determine, in their sole discretion, that (1) and (2) above are not commercially practical for Wolverine, then (3) End User shall return the Licensed Product and any related licenses granted under Section 2 shall terminate without further liability to Wolverine or its NPSS™ Licensors. Wolverine and its NPSS™ Licensors shall have no liability or obligation to End User hereunder with respect to any infringement or claim thereof based upon alterations or enhancements of the Licensed Product not created by or for Wolverine. This Section 6.1 states the entire liability of Wolverine and its NPSS™ Licensors with respect to infringement of patents, copyrights, trade secrets, or other intellectual property rights by the Licensed Product or any part thereof or by its operation.
Indemnification by End User. Except for claims covered by Section 6.1 above, End User shall defend, indemnify and hold Wolverine and the NPSS™ Licensors, , and their respective officers, directors, employees and agents harmless from all Damages from third party claims arising from: (i) End User’s or any of its transferees (both authorized, if any, and unauthorized) use of the Licensed Product furnished under this Agreement; or (ii) any use, sale, lease, or other disposition by End User or its transferees (both authorized, if any, and unauthorized) of products developed using the Licensed Product; or (iii) End User’s or any of its transferees (both authorized, if any, and unauthorized) breach of Section 9.7 of this Agreement.
Indemnification Procedure. The party seeking indemnification under this Section 6 shall (i) notify the indemnifying party promptly in writing of any such action, (ii) give the indemnifying party sole control of the defense and/or settlement of such action, except that the party seeking indemnification shall be entitled to participate in (but not control) such defense with its own counsel and at its own expense and furthermore the party seeking indemnification shall further have the right to waive indemnification in order to control the defense and/or settlement of such action at its own expense, and (iii) give the indemnifying party all reasonable information and assistance (at the indemnified party’s expense excluding time spent by the indemnified party’s employees or consultants).
Limitation of Liability. End User agrees that Wolverine’s, the NPSS™ Licensors’, and any other Wolverine licensor’s liability hereunder for damages arising from performance or nonperformance of the Licensed Product and/or support thereof, and any other products or services provided hereunder, including but not limited to liability for patent and copyright infringement, shall be as set forth above in Sections 5 and 6. Wolverine, the NPSS™ Licensors and any other Wolverine licensor will not be liable for any lost profits, loss of data, or costs of procurement of substitute goods or services or for any claim or demand against End User by any other party. In no event will Wolverine, the NPSS™ Licensors, and any other Wolverine licensor be liable for consequential, special, indirect, or exemplary damages arising out of this Agreement, however caused and under any theory of liability (including negligence), even if advised of the possibility of such damages. End User agrees that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.
Termination. Either party to this Agreement shall have the right to terminate this Agreement and the licenses granted herein in the event: (i) the other party fails to comply with any of the terms and conditions of this Agreement and such default has not been cured within thirty (30) days after receiving written notice of such default from the other party; or (ii) the other party terminates or suspends its business, or has wound up or liquidated, voluntarily or otherwise. The rights and obligations of Wolverine and End User in Sections 4, 5, 6, 7, 8 and 9 shall survive termination of this Agreement. Within five (5) days after termination of this Agreement, End User shall return to Wolverine or destroy, at End User’s expense, the Licensed Product, including all copies thereof, and deliver to Wolverine a certification, in writing signed by an officer of End User, that the Licensed Product and all copies thereof have been returned or destroyed, as requested by Wolverine, and their use discontinued. Nothing contained herein shall limit any other remedies that Wolverine or its licensors may have for the default of End User under this Agreement nor relieve End User of any of its obligations incurred prior to such termination.
Miscellaneous.
Assignment. Neither party shall assign this Agreement and its rights and obligations hereunder, in whole or in part, by operation of law or otherwise, without the written consent of the other party, except that Wolverine may assign this Agreement to a: (i) majority owned subsidiary or an affiliate under the same common control as Wolverine; or (ii) a successor pursuant to a merger or a sale of all or substantially all of its assets. In the case of any permitted assignment or transfer of or under this Agreement, this Agreement or the relevant provisions shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the parties hereto.
Entire Agreement; Severability; Waiver. This Agreement represents the entire agreement between the parties, and supersedes all prior agreements and understandings, with respect to the matters covered by this Agreement. To the extent this Agreement conflicts with the terms of any purchase order or invoice, the terms of this Agreement shall govern. End User agrees that it has not entered into this Agreement based on any representations other than those contained herein. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by both parties. If any of the provisions of this Agreement is held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, such provision shall, to that extent, be deemed omitted, and the remaining portions of this Agreement shall remain in full force and effect. The waiver of a breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default. The headings are for convenience and shall not be used to construe this Agreement.
Governing Law. This Agreement shall in all respects be governed by the laws of the State of Florida without reference to its principles of conflicts of laws. Both parties acknowledge and agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to the license of the Licensed Product hereunder. All disputes arising under, out of, or in any way connected with the sale of Licensed Product or this Agreement shall be litigated exclusively in the state and federal courts sitting in Palm Beach County, Florida, and in no other court or jurisdiction. Each party stipulates that the courts of the State of Florida shall have personal jurisdiction over its person, and it hereby irrevocably (i) submits to the personal jurisdiction of said courts and (ii) consents to the service of process, pleadings, and notices in connection with any and all actions initiated in said courts and waives any objection to venue. The parties agree that a final judgment in any such action or proceeding shall be conclusive and binding and may be enforced in any other jurisdiction.
Notices. Unless expressly stated otherwise herein, any notice, demand, request or delivery required or permitted to be given by either party pursuant to the terms of this Agreement shall be in writing and shall be deemed given (a) when delivered personally, (b) on the next business day after timely delivery to an overnight courier, (c) on the third business day after deposit in the U.S. mail (certified or registered mail return receipt requested, postage prepaid), and (d) upon confirmation of receipt by facsimile transmission, addressed to the party at such party’s address as set forth on the first page of this Agreement or as subsequently modified by written notice.
U.S. Government Restricted Rights. This provision applies to all acquisitions of the Licensed Product by or for the federal government. By accepting delivery of the Software, the government hereby agrees that the Software qualifies as “commercial” computer software within the meaning of FAR Part 12.212 (October 1995), DFARS Part 227.7202-1 and 227.7202-3 (June 1995), and DFARS 252.227-7014(a) (June 1995). The terms and conditions of this Agreement shall pertain to the government’s use and disclosure of the Licensed Product, and shall supersede any conflicting contractual terms or conditions in any other agreement. If the license granted under this Agreement fails to meet the government’s minimum needs or is inconsistent in any respect with federal procurement law, the government agrees to return the Licensed Product, unused, to Wolverine.
License Restriction. This Agreement is subject to the terms and conditions of the Non-exclusive Copyright License Agreement between the National Aeronautics and Space Administration and Ohio Aerospace Institute for Technology known as “Numerical Propulsion System Simulation (NPSS).”
Export Law Assurances. End User understands that the Licensed Product is subject to export control restrictions, laws and regulations. End User shall abide by, and ensure that its officers, directors, employees and agents abide by, all applicable foreign and United States federal, state and local laws, ordinances, rules and regulations, including export laws and regulations. If End User wishes to ship or make available the Licensed Product outside of its country, End User shall obtain (i) the prior written consent of Wolverine, and (ii) any required export licenses or other permission necessary from the United States and such other countries’ laws as applicable. End User shall be liable for any and all taxes associated with the export of the Licensed Product.

The End User has read and understands the Software License Agreement and agrees to be bound by all of the terms and conditions of this Software License Agreement.