Upon execution of this Agreement by the party identified below (“Licensee”), the Board of Trustees of the University of Illinois (“Illinois”), on behalf of The Electronic Visualization Laboratory (“EVL”) in the University of Illinois at Chicago’s Computer Science Department, the Board of Trustees of the University of Hawai’i (“Hawai’i”), on behalf of the Laboratory for Advanced Visualization and Applications (“LAVA”) in the University of Hawai’i at Manoa’s Department of Information and Computer Sciences, and the Board of Trustees of Virginia Polytechnic Institute and State University (“Virginia Tech”), on behalf of the Center for Human-Computer Interaction (“CHCI”) in Virginia Tech’s Department of Computer Science, will provide the SAGE3(tm) (“SAGE3(tm)”) software in Executable Code and/or Source Code form (“Software”) to Licensee, subject to the following terms and conditions. For purposes of this Agreement, Executable Code is the compiled code, which is ready to run on Licensee’s computer. Source code consists of a set of files that contain the actual program commands that are compiled to form the Executable Code.

1. The Software is intellectual property owned by Illinois, Hawai’i and Virginia Tech, and all right, title and interest, including copyright, remain with Illinois, Hawai’i, and Virginia Tech. Illinois, Hawai’i and Virginia grant, and Licensee hereby accepts, a restricted, non-exclusive, non-transferable license to use the Software for academic, research and internal business purposes only, e.g. not for commercial use (see Clause 7 below), without a fee.
2. Licensee may, at its own expense, create and freely distribute complementary works that interoperate with the Software, directing others to the EVL server to license and obtain the Software itself. Licensee may, at its own expense, modify the Software to make derivative works. Except as explicitly provided below, this License shall apply to any derivative work as it does to the original Software distributed by Illinois. Any derivative work should be clearly marked and renamed to notify users that it is a modified version and not the original Software distributed by Illinois, Hawai’i, and Virginia Tech. Licensee agrees to reproduce the copyright notice and other proprietary markings on any derivative work and to include in the documentation of such work the acknowledgement: “This software includes SAGE3(tm) middleware developed by the Electronic Visualization Laboratory at the University of Illinois at Chicago, the Laboratory for Advanced Visualization and Applications at the University of Hawai’i at Manoa, and the Center for Human-Computer Interaction at Virginia Tech.” Any other distribution of the Software or any derivative work requires a separate license with Illinois. Licensee may contact the Office of Technology Management at the University of Illinois of Chicago (otm@uic.edu) to negotiate an appropriate license for such distribution.
3. Except as expressly set forth in this Agreement, THIS SOFTWARE IS PROVIDED “AS IS” AND ILLINOIS, HAWAI’I AND VIRGINIA TECH MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE SOFTWARE WILL NOT INFRINGE ANY PATENT, TRADEMARK, OR OTHER RIGHTS. LICENSEE ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE AND/OR ASSOCIATED MATERIALS. LICENSEE AGREES THAT ILLINOIS, HAWAI’I AND VIRGINIA TECH SHALL NOT BE HELD LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES WITH RESPECT TO ANY CLAIM BY LICENSEE OR ANY THIRD PARTY ON ACCOUNT OF OR ARISING FROM THIS AGREEMENT OR USE OF THE SOFTWARE AND/OR ASSOCIATED MATERIALS.
4. Licensee understands the Software is proprietary to Illinois, Hawai’i and Virginia Tech. Licensee agrees to take all reasonable steps to insure that the Software is protected and secured from unauthorized disclosure, use, or release and will treat it with at least the same level of care as Licensee would use to protect and secure its own proprietary computer programs and/or information, but using no less than a reasonable standard of care. Licensee agrees to provide the Software only to any other person or entity who has registered with Illinois. If licensee is not registering as an individual but as an institution or corporation each member of the institution or corporation who has access to or uses Software must agree to and abide by the terms of this license. If Licensee becomes aware of any unauthorized licensing, copying or use of the Software, Licensee shall promptly notify Illinois in writing. Licensee expressly agrees to use the Software only in the manner and for the specific uses authorized in this Agreement.
5. By using or copying this Software, Licensee agrees to abide by the copyright law and all other applicable laws of the U.S. including, but not limited to, export control laws and the terms of this license. Illinois, Hawai’i and Virginia shall have the right to terminate this license immediately by written notice upon Licensee’s breach of, or non-compliance with, any terms of the license. Licensee may be held legally responsible for any copyright infringement that is caused or encouraged by its failure to abide by the terms of this license. Upon termination, Licensee agrees to destroy all copies of the Software in its
   possession and to verify such destruction in writing.
6. The user agrees that any reports or published results obtained with the Software will acknowledge its use by the appropriate citation as follows: “SAGE3(tm) middleware was developed by the Electronic Visualization Laboratory at the University of Illinois at Chicago, the Laboratory for Advanced Visualization and Applications at the University of Hawai’i at Manoa, and the Center for Human-Computer Interaction at Virginia Tech”. Electronic documents will include a direct link to the official SAGE3(tm) page at http://www.sagecommons.org.
7. Commercial use of the Software, or derivative works based thereon, REQUIRES A COMMERCIAL LICENSE. Should Licensee wish to make commercial use of the Software, Licensee will contact the Office of Technology Management at the University of Illinois at Chicago (otm@uic.edu) to negotiate an appropriate license for such use. Commercial use includes: (1) integration of all or part of the Software into a product for sale, lease or license by or on behalf of Licensee to third parties, or (2) distribution of the Software to third parties that need it to commercialize product sold or licensed by or on behalf of Licensee.
8. Government Rights. Because substantial governmental funds have been used in
   the development of SAGE3(tm), any possession, use or sublicense of the Software by or to the United States government shall be subject to such required restrictions.
9. SAGE3(tm) middleware is being distributed as a research and teaching tool and as such, EVL, LAVA and CHCI will encourage contributions from users of the code that might, at Illinois’ sole discretion, be used or incorporated to make the basic operating framework of the Software a more stable, flexible, and/or useful product. Licensees who contribute their code to become an internal portion of the Software agree that such code may be distributed by Illinois under the terms of this License and may be required to sign an “Agreement Regarding Contributory Code for SAGE3(tm) Software” before Illinois can accept it (contact otm@uic.edu for a copy).