END USER LICENSE AGREEMENT IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU ("You") AND THE UNIVERSITY OF MARYLAND, a public agency and instrumentality of the State of Maryland, through UM Ventures, College Park (“US,” “WE” or “University”). PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) BEFORE DOWNLOADING, ACCESSING, OR USING THE SOFTWARE. THE TERMS OF THIS EULA GOVERN YOUR ACCESS TO AND USE OF THE SOFTWARE. BY USING THE SOFTWARE, YOU SIGNIFY THAT YOU HAVE READ AND UNDERSTAND THIS EULA AND ACCEPT AND AGREE TO ABIDE BY ITS TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THE TERMS OF THIS EULA, YOU MUST NOT DOWNLOAD, ACCESS OR USE THE SOFTWARE. TERMS AND CONDITIONS 1. DEFINITIONS a. “Software” shall mean the computer program titled “MEDYAN” described in University of Maryland Intellectual Property Disclosure 2022-180. b. “Non-commercial Academic Use” shall mean use of the Software for academic research purposes. c. “Non-profit Use” shall mean the use of the Software for internal research purposes by an organization tax-exempt under Section 501(c)(3) of the Internal Revenue Code. 2. LICENSE GRANT. University hereby grants You a royalty-free, revocable, non-exclusive, non-transferable right and license to download, access and use Software for Non-commercial Academic Use and Non-profit Use. This license is limited to one (1) seat. 3. RESTRICTIONS. The license granted under Section 2 is subject to the following restrictions and conditions: a. You will not: i. modify, hide, delete or interfere with any proprietary and restrictive legends and notices that are included on Software at the time it is received. In the event University adopts and provides you with modified legends or notices, You will promptly incorporate them into the Software upon receipt; ii. sell, license, sublicense or otherwise distribute Software, in whole or in part, to third parties; iii. publicly post or display Software, in whole or in part; iv. use or cause Software to be used to provide services to third parties or for the production or manufacture of products for sale to third parties; v. decompile, clone, reverse assemble or reverse compile Software, in whole or in part, or vi. upload Software to a network. b. The license does not include the right to sublicense or to make copies of the Software. c. All rights not expressly granted to You in this EULA shall remain with University. 4. SUPPORT AND OPERATION OF SOFTWARE a. You are solely responsible for the installation of the Software. b. University is not obligated to provide any upgrades or fixes to or otherwise maintain the Software. c. University will not provide any technical support. 5. INTELLECTUAL PROPERTY a. University shall own all rights, title, and interest in and to Software. b. You shall own data files, analyses, and similar works that result from your use of Software. c. Neither party shall use the name or trademarks of the other party or names of employees of the other party for commercial purposes without the prior written approval of the other party. Notwithstanding the preceding statement, each party is free to publicize the fact and nature of this Agreement. 6. PROPRIETARY AND CONFIDENTIAL UNIVERSITY INFORMATION a. You acknowledge that Software is Proprietary Information and property of the University. b. You shall take reasonable steps to protect against unauthorized access to, disclosure and use of Software, using at least the same degree of care to protect Software that you use to protect your own proprietary information. Specifically, You shall: i. Not disclose Software to any third party; and ii. Limit disclosure of Software to those of Your officers and employees who have a need to access Software, and You shall obtain their agreement to comply with the obligations under this Section. c. The obligations set forth in this Section 7 shall last until such time that Software is released to the public domain. d. You acknowledge that any breach, threatened or actual, of this Section 7 will cause irreparable injury to University that cannot be adequately compensated by monetary damages. As a result, You agree University is entitled, in addition to any other available remedies, to seek and be awarded injunctive relief, without posting a bond. 7. EXPORT CONTROL LAWS a. Software is subject to United States export control laws and regulations including the Arms Export Control Act and its implementing regulations; the International Traffic in Arms Regulations and the Export Administration Act and its implementing regulations; the Export Administration Regulations that govern the export of specific technical data and technologies, including software, to foreign countries and to foreign nationals (“Export Control Laws”). You agree to comply with Export Control Laws and hereby indemnify University with respect to any and all claims arising out of or related to Your violation of Export Control Laws. 8. DISCLAIMER AND LIMITATION ON LIABILITY a. SOFTWARE IS MADE AVAILABLE ON AN "AS IS" BASIS. UNIVERSITY DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES – WHETHER EXPRESS OR IMPLIED, ORAL OR IN WRITING, IN FACT OR ARISING BY OPERATION OF LAW – WITH RESPECT TO SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING. UNIVERSITY ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY DOWNLOADABLE FILES OR INFORMATION WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. b. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL UNIVERSITY BE LIABLE TO YOU FOR ANY BUSINESS EXPENSE OR INTERRUPTION; LOSS OF PROFITS, AND/OR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS, HOWEVER CAUSED, ARISING IN CONNECTION WITH OR OUT OF THE FURNISHING, USE OR PERFORMANCE OF SOFTWARE PROVIDED HEREUNDER. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. c. IN NO EVENT WILL UNIVERSITY’S TOTAL LIABILITY FOR THE BREACH OR NONPERFORMANCE OF THIS AGREEMENT EXCEED THE LICENSE FEE PAID TO UNIVERSITY UNDER THIS AGREEMENT. 9. INDEMNITY a. You hereby agree to defend, indemnify, and hold harmless University and its employees, agents, directors, and officers from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising out of Your use of Software or Your breach of any term in this EULA. 10. TERM AND TERMINATION a. This EULA and your right to use Software will take effect when you have paid the License Fee and either (i) "ACCEPT" the terms of this EULA by signing below or (ii) you install, access, or use the Software. This EULA is effective until copyright in the Software expires unless earlier terminated as set forth below. b. The University reserves the right at any time to terminate this Agreement when it has any reasonable belief of fraudulent or unlawful activity by You or Your employees or of a violation of any term or condition of this EULA. Termination will become effective upon your receipt of written notice of such a default. c. You may terminate this EULA at any time by ceasing to use the Software and providing written notice of the same to the University. d. University may terminate this EULA at any time upon fifteen (15) days written notice to You. e. Within thirty (30) days of any termination of this EULA, You must certify to the University that you have destroyed all copies of any aspect of the Software in your possession. f. Sections 1, 4-9, 10e and 11 will survive the termination of this License. 11. MISCELLANEOUS a. This EULA may be amended from time to time only by a written instrument signed by the Parties. b. No term or provision in this EULA will be waived and no breach excused unless such waiver or consent is in writing and signed by the Party claimed to have waived or consented. Failure by either Party to insist on strict performance of any of the terms and conditions of this EULA will not operate as a waiver by either Party of that or any subsequent default or failure of performance. c. If any provision of this EULA is determined by a court of competent jurisdiction to be void, invalid, or otherwise unenforceable, such determination shall not affect the remaining provisions of this Agreement and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. d. This Agreement does not create a joint venture, partnership, employment, or agency relationship between the Parties. e. No provision herein, express or implied, confers upon any person other than the Parties to this Agreement any rights, remedies, obligations, or liabilities hereunder. f. This EULA shall be binding upon and inure to the benefit of the Parties hereto. You may not assign this agreement without the University’s prior written approval. g. This EULA shall be governed by and interpreted in accordance with United States copyright law and the laws of the State of Maryland without reference to its conflicts of laws rules. Nothing in this EULA is or shall be deemed to be a waiver by University of any of its rights or status as an agency and instrumentality of the State of Maryland. h. This EULA represents the entire agreement between You and the University with respect to the Software and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and University regarding the Software. If You require use of a purchase order or similar document in order to pay the license fee, any terms on such a document are hereby rejected and null and void.