SOFTWARE LICENSE AGREEMENT
FOR NON-COMMERCIAL USE
This Software License Agreement (this “Agreement”) is made between you (“You,” “Your,” or “Licensee”) and The Jackson Laboratory (“Licensor”). This Agreement grants to You a license to the Licensed Software subject to Your acceptance of all the terms and conditions contained in this Agreement. Please read the terms and conditions carefully. Your access and use of the Licensed Software shall be deemed your acceptance of this Agreement and the terms and conditions contained herein. If You do not agree to these terms, Licensor is unwilling to grant you the license contained in this Agreement and You should not access or use the Licensed Software.
1. LICENSE
1.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable license to download, copy, display, modify and use the Licensed Software for Non-Commercial purposes only. “Licensed Software” means the current version of the software made available to You via Licensor’s website or git-hub and requiring your acceptance of the terms and conditions of this Agreement as a condition of use. “Non-Commercial” means internal academic or other scholarly research which (a) is not undertaken for profit, or (b) is not intended to produce works, services, or data for commercial use, or (c) is neither conducted, nor funded, by a person or an entity engaged in the commercial use, application or exploitation of works similar to the Licensed Software.
1.2 License Limitations. Nothing in this Agreement shall be construed to confer any rights upon Licensee except as expressly granted herein. Licensee may not use or exploit the Licensed Software other than expressly permitted by this Agreement. Licensee agrees that it will use the Licensed Software, and any modifications, improvements, or derivatives to the Licensed Software that the Licensee may create (collectively, “Improvements”) solely for internal, non-commercial purposes and shall not distribute or transfer the Licensed Software or Improvements to any person or third parties without prior written permission of Licensor. Use of the Licensed Software under this Agreement is restricted to non-commercial purposes. Commercial use of the Licensed Software requires a separately executed written license agreement. If You are interested in commercial use of the Licensed Software, please contact the Licensor. Licensee acknowledges that Licensor reserves the right to offer to Licensee or any third party a license for commercial use and distribution of the Licensed Software on terms and conditions different than those contained in this Agreement.
2. OWNERSHIP OF INTELLECTUAL PROPERTY
2.1 Ownership Rights. Except for the limited license rights expressly granted to Licensee under this Agreement, Licensee acknowledges that all right, title and interest in and to the Licensed Software and all intellectual property rights therein shall remain with Licensor or its licensors, as applicable. The Licensee agrees that any Improvements made by Licensee shall be subject to the same terms and conditions as the Licensed Software. Licensee agrees not to assert a claim of infringement in Licensee copyrights in Improvements in the event the Licensor prepares substantially similar modifications or derivative works. The Licensee agrees to use his/her reasonable best efforts to protect the contents of the Licensed Software and to prevent unauthorized disclosure by its agents, officers, employees, and consultants. If the Licensee receives a request to furnish all or any portion of the Licensed Software to a third party, Licensee will not fulfill such a request but will refer the third party to the Licensor’s web page or git-hub page so that the third party's use of this Licensed Software will be subject to the terms and conditions of this Agreement. Notwithstanding the above, Licensee may disclose any Improvements that do not involve disclosure of the Licensed Software.
3. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
3.1 Disclaimer of Warranty. LICENSOR PROVIDES THE LICENSED SOFTWARE ON A NO-FEE BASIS “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE, SECURITY, ACCURACY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
3.2 Limitation of Liability. LICENSEE ASSUMES FULL RESPONSIBILITY AND RISK FOR ANY LOSS RESULTING FROM LICENSEE’s DOWNLOADING AND USE OF THE LICENSED SOFTWARE. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING FROM THE LICENSED SOFTWARE OR LICENSEE’S USE OF THE LICENSED SOFTWARE, REGARDLESS OF WHETHER LICENSOR IS ADVISED, OR HAS OTHER REASON TO KNOW, OR IN FACT KNOWS, OF THE POSSIBILITY OF THE FOREGOING.
3.3 Acknowledgement. Without limiting the generality of Sections 3.1 and 3.2, Licensee acknowledges that the Licensed Software is provided as an information resource only and should not be relied on for any diagnostic or treatment purposes.
4. TERM AND TERMINATION
4.1 Term. This Agreement commences on the date Licensee accesses the Licensed Software and will continue until terminated in accordance with Section 4.2.
4.2 Termination. If Licensee breaches any provision hereunder, or otherwise engages in any unauthorized use of the Licensed Software, Licensor may terminate this Agreement immediately. Licensee may terminate this Agreement at any time upon written notice to Licensor. Upon termination, the license granted hereunder will terminate and Licensee will immediately cease using the Licensed Software and destroy all copies of the Licensed Software in its possession. Licensee will certify in writing that it has complied with the foregoing obligation.
5. MISCELLANEOUS
5.1 Future Updates. Use of the Licensed Software under this Agreement is subject to the terms and conditions contained herein. New or updated software may require additional or revised terms of use. Licensor will provide notice of and make available to Licensee any such revised terms.
5.2 Entire Agreement. This Agreement, including any Attachments hereto, constitutes the sole and entire agreement between the parties as to the subject matter set forth herein and supersedes are previous license agreements, understandings, or arrangements between the parties relating to such subject matter.
5.2 Governing Law. This Agreement shall be construed, governed, interpreted and applied in accordance with the internal laws of the State of Maine, U.S.A., without regard to conflict of laws principles. The parties agree that any disputes between them may be heard only in the state or federal courts in the State of Maine, and the parties hereby consent to venue and jurisdiction in those courts.