Planguage License Agreement

The Planguage suite is freely available for non-profit use. By downloading the Planguage suite from this site you agree to the terms and conditions of the End-User Agreement below, which governs the Planguage distribution.

End-User Agreement

By clicking on the Accept button (at the bottom of this page), you acknowledge that you have read this agreement and understand it, and that by installing or executing the Licensed Products, or making any other use of it, you agree to be bound by its terms and conditions and enter into this License Agreement by and between the University of Houston (hereinafter referred to as the "Licensor"), an institution of higher education, duly organized and existing under the laws of the State of Texas.

1. Definitions

1.1. "Licensed Products" means Planguage Suite, consisting of the PC and Pfortran systems, and the parallel simulator, isim, the computer programs, files as well as any modifications or derivative works made by Licensee.

1.2. "Derivative Works" means a work that is based upon one or more pre-existing works, such as revision, modification, translation, abridgement, or any other form in which such pre-existing works may be recast, transformed, or adapted. Alternative term is modification.

2. Scope of Rights

2.1. Licensor hereby grants Licensee a nontransferable and non-exclusive right: To install the Licensed Products on authorized processors, owned, leased or otherwise controlled by Licensee's organization in Licensee's own facilities; To use and execute all other portions of the Licensed Products for the sole purpose of serving the internal needs of Licensee's business; and To make copies of the Licensed Products as necessary for the foregoing purpose, and an appropriate amount of copies solely for non-productive back-up purposes in accordance with Licensee's standard procedures, provided that Licensee accounts for such copies.

2.2. No rights are provided to use the Licensed Products for profit-making or commercial purposes, including, but not limited to sale; use in manufacturing; or provision of a commercial service based upon the Licensed Products.

2.3. Any use, copying or distribution of the Licensed Products not authorized by this License Agreement shall automatically terminate Licensee's right and license hereunder. Further, the Licensee agrees to prevent unauthorized copying of the Licensed Products and Derivative Works. This grant shall be limited to use of the Licensed Products with the equipment for which the Licensed Products is certified in Licensor's published specifications. Use of the Licensed Products on processors accessible through communications networks through terminals and devices not on premises owned or controlled by Licensee is prohibited unless otherwise agreed to in writing by Licensor.

2.4. Licensee may not sublicense the software covered by this agreement.

3. Proprietary Rights

3.1. Title to the Licensed Products, including all copies and derivative works thereof prepared by Licensee's organization, shall be in and remain with Licensor. Licensee hereby assigns to Licensor ownership of all such copies and derivative works, and agrees that all derivative work shall be treated as works made for hire to the extent permissible under copyright law.

3.2. The Licensed Products contains substantial trade secrets of Licensor, and Licensee agree that Licensee's organization shall employ reasonable security precautions to maintain the confidentiality of such trade secrets. As to any source code, system information or other proprietary information furnished to Licensee by Licensor, Licensee agree that Licensee's organization shall at all times prevent disclosure or dissemination of the name or of the trade secrets embodied therein to any person, firm, organization, or employee, except as necessary to exercise the rights granted to Licensee hereunder, provided such person, firm, organization, or employee has agreed to comply with the terms of this License Agreement relating to the same. Licensee agrees not to "unlock," decompile or reverse-assemble the binary or object code version of the Licensed Products, as the terms are generally used in the trade.

3.3. Licensor claims and reserves all rights and benefits afforded under federal and international copyright law in all programming and documentation comprising the Licensed Products as copyrighted works. Licensee shall reproduce and include in all copies of the Licensed Products prepared by Licensee's organization (and in all derivative works thereof) the copyright notice(s) and proprietary legends(s) of Licensor and Licensor's licensors/vendors (if any) as they appear in the Licensed Products and on the media containing the Licensed Products supplied hereunder.

3.4. Licensee acknowledges that he/she has no right, title, nor interest in or to any of Licensor's copyright, trademark, patent, or other proprietary rights relating to the Licensed Products, and agrees not to remove, alter, cover or obscure any copyright, patent, trademark or other proprietary rights notice on the Licensed Products or any portion thereof.

4. Terms and Termination

4.1. The term of this Agreement shall commence upon the date of execution of the last party to accept electronically this Agreement and shall continue until terminated in accordance with the provisions herein.

4.2. Licensor may terminate License Agreement immediately upon written notice to Licensee's organization in the event of the breach of any material obligation hereunder by Licensee's organization.

4.3. Licensee may terminate License Agreement without cause, upon written notice to Licensor.

4.4. Upon expiration or termination of the License Agreement, for any reason, Licensee's organization shall, within ten (10) days of such termination, destroy all copies of the Licensed Products, and a written notice of their destruction shall be given to Licensor. In addition, one (1) copy of each of the derivative works shall be sent to Licensor within ten (10) days of termination of this license.

4.5. Licensee and Licensee's organization's obligation respecting non-use and nondisclosure of Licensor's confidential information or trade secrets contained in the Licensed Products or otherwise provided to Licensee, shall survive termination of this Agreement and shall remain in effect for so long as such information shall remain proprietary to Licensor.

5. Liabilities and Warranties

5.1. Software is provided "AS IS" with no warranty and no claims to fitness or functionality.

5.2. Except as stated in this section, licensor and its affiliates, subcontractors, and representatives make no warranties, express or implied, and specifically disclaim other warranties, including (without limitation) any warranty of merchantability or fitness for a particular purpose.

5.3. Except to the extent prohibited by law, licensee assumes all liabilities for damages that may arise from use, storage or disposal of Licensed Products. Licensor will not be liable to Licensee for any loss, claim or demand made by Licensee, or made against Licensee by any other party, due to or arising from the use of the Licensed Products by Licensee, except to the extent permitted by law when caused by the gross negligence or willful misconduct by Licensor.

6. Indemnification

6.1. Licensee shall indemnify, defend and hold harmless Licensor and its current or former directors, governing boards members, trustees, officers, faculty, medical and professional staff, employees, students, and agents and their respective successors, heirs and assigns, against any liability, damages, loss or expenses including reasonable attorneys' fees and expenses of litigation incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgements arising out any theory of product liability (including, but not limited to, actions in the form of tort, warranty, or strict liability) concerning any product, process or service made, used or sold pursuant to any right or license granted under this License Agreement.

7. Miscellaneous

7.1. The provisions of Sections 3 through 6 hereof shall continue to apply in accordance with their terms, notwithstanding the termination of the License Agreement.

7.2. Written notices required to be given under this License Agreement shall be addressed as follows, and shall be in English:

Arthur C. Vailas
University of Houston
4800 Calhoun Rd.
Houston, Texas 77204-2163

7.3. The waiver, by either party, of any term or provision of this License Agreement, shall not be deemed to constitute a continuing waiver of such term or provision, or of any further or additional rights such party may hold under this License Agreement.

7.4. Should a court of competent jurisdiction later consider any provision of this License Agreement to be invalid, illegal, or unenforceable, it shall be considered severed from this Agreement. All other provisions, rights and obligations shall continue without regard to the severed provision, provided that the remaining provisions of this License Agreement are in accordance with the intention of the parties.

7.5. This agreement constitutes the entire understanding between the parties and neither party shall be obligated by any condition or representation other than those expressly stated herein or as may be subsequently agreed to by the parties hereto in writing.

7.6. This agreement shall be interpreted and construed in accordance with the laws of the State of Texas.

7.7. Licensee agrees that neither the Licensed Products nor Derivative Works is intended to be shipped either directly or indirectly to country groups Q, S, W, Y, Z, Afghanistan or the People's Republic of China, unless a validated export license is obtained from the U.S. Department of Commerce.

7.8. Segments incorporated into the Licensed Products and the corresponding documentation were developed at private expense and are provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR 52.227-14 and DFAR 252.227-7013 et seq., or its successor.