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LICENSE.txt
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LICENSE.txt
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NEW YORK GENOME CENTER
SOFTWARE LICENSE AGREEMENT
SINGLE USER LICENSE FOR NOT-FOR-PROFIT ENTITIES
FOR ACADEMIC AND NON-COMMERCIAL RESEARCH PURPOSES ONLY
This Agreement is made between the New York Genome Center, Inc. with a principal
address at 101 Avenue of the Americas, New York, NY 10013 (“NYGC”) and the user
of taxMaps (“LICENSEE”) and is effective at the date the downloading of taxMaps
(the “PROGRAM”) is completed. Downloading this software constitutes acceptance
of these conditions.
[NOTE: If the any entity (1) is a for-profit entity and/or (ii) wishes to use
the PROGRAM, in whole or in part, commercially, including but not limited to
incorporating the PROGRAM, in whole or in part, into any product or service to
be sold or licensed to a third party or from which such entity may receive any
revenue or other form of consideration, such entity may not uses the PROGRAM
without contacting NYGC to negotiate an appropriate license for the use of the
PROGRAM.]
WHEREAS, LICENSEE desires to license the PROGRAM, as defined hereinafter, and
NYGC wishes to have this PROGRAM utilized in the public interest, subject only
to the royalty-free, nonexclusive, nontransferable license rights of the United
States Government pursuant to 48 CFR 52.227-14; and
WHEREAS, LICENSEE desires to license the PROGRAM and NYGC desires to grant a
license on the following terms and conditions.
NOW, THEREFORE, in consideration of the promises and covenants made herein, the
parties hereto agree as follows:
1. DEFINITIONS
1.1 “BUG FIX(ES)” shall mean LICENSEE-created code that repairs a NYGC
identified function of the PROGRAM.
1.2 “PROGRAM” shall mean copyright in the object code and source code known as
taxMaps and related documentation, if any, as they exist on the EFFECTIVE DATE
and can be downloaded from https://github.com/nygenome/taxmaps on the EFFECTIVE
DATE.
2. LICENSE
2.1 Grant. Subject to the terms of this Agreement, NYGC hereby grants to
LICENSEE, solely for a single user and solely for academic and noncommercial
research purposes, a non-exclusive, non-transferable license to: (a) download,
execute and display the PROGRAM, and (b) create BUG FIXES and modify the
PROGRAM as necessary.
2.2 No Sublicensing or Additional Rights. In no event shall LICENSEE sublicense
or distribute the PROGRAM, in whole or in part, without prior written permission
from NYGC. LICENSEE agrees not to put the PROGRAM, in whole or in part, on a
network, server, or other similar technology that may be accessed by any
individual other than the LICENSEE.
2.3 License Limitations. Nothing in this Agreement shall be construed to
confer any rights upon LICENSEE by implication, estoppel, or otherwise to any
computer software, trademark, intellectual property, or patent rights of NYGC,
or of any other entity, except as expressly granted herein. LICENSEE agrees
that the PROGRAM, in whole or in part, shall not be used for any commercial
purpose, including without limitation, as the basis of a commercial software or
hardware product. LICENSEE further agrees that the PROGRAM shall not be
rewritten in another computer language or otherwise adapted to circumvent the
need for obtaining a license for use of the PROGRAM. LICENSEE further agrees not
to reverse engineer or disassemble the PROGRAM code.
3. CONSIDERATION
In consideration of the licenses granted herein, LICENSEE agrees to provide a
written evaluation of any problems, areas for further improvement in the
PROGRAM, and accurate registration information. LICENSEE hereby automatically
grants to NYGC a non-exclusive, royalty-free, irrevocable worldwide license to
any LICENSEE BUG FIXES or modifications to the PROGRAM with unlimited,
royalty-free rights to sublicense and/or distribute. Such modifications and BUG
FIXES shall be provided to NYGC promptly upon their creation. LICENSEE further
agrees to cite its use of the PROGRAM in any publication as follows:
André Corvelo, taxMaps. New York Genome Center
(https://github.com/nygenome/taxmaps)
4. OWNERSHIP OF INTELLECTUAL PROPERTY
LICENSEE acknowledges that title to the PROGRAM shall remain with NYGC.
The PROGRAM is marked with the following NYGC copyright notice and notice of
attribution to contributors. LICENSEE shall retain such notice on all copies,
and on modifications and BUG FIXES where applicable. LICENSEE shall be entitled
to establish all proprietary rights for itself in the modifications or BUG FIXES
created pursuant to Section 2.1, whether in the nature of trade secrets or
copyrights, provided that all such rights are subject to NYGC copyright and that
any copyright registration by LICENSEE gives full attribution to NYGC copyright.
LICENSEE agrees to include appropriate attribution if any results obtained from
use of the PROGRAM are included in any publication.
Copyright 2014 New York Genome Center
Notice of attribution: The taxMaps program was made available through the
generosity of the New York Genome Center
LICENSEE shall not use any trademark or trade name of NYGC, or any variation,
adaptation, or abbreviation, of such marks or trade names, or any names of
officers, faculty, students, employees, or agents of NYGC except as stated
above for attribution purposes, or as agreed to in writing by NYGC.
5. INDEMNIFICATION
LICENSEE shall indemnify, defend, and hold harmless NYGC, and their respective
officers, directors, faculty, students, employees, associated investigators and
agents, and their respective successors, heirs and assigns, (“Indemnitees”),
against any liability, damage, loss, or expense (including reasonable attorneys
fees and expenses) incurred by or imposed upon any of the Indemnitees in
connection with any claims, suits, actions, demands or judgments arising out of
any theory of liability (including, without limitation, actions in the form of
tort, warranty, or strict liability and regardless of whether such action has
any factual basis) pursuant to any right or license granted under this
Agreement.
6. NO REPRESENTATIONS OR WARRANTIES
THE PROGRAM IS DELIVERED “AS IS.” NYGC MAKES NO REPRESENTATIONS OR WARRANTIES OF
ANY KIND CONCERNING THE PROGRAM OR THE COPYRIGHT, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NONINFRINGEMENT, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR
NOT DISCOVERABLE. NYGC EXTENDS NO WARRANTIES OF ANY KIND AS TO PROGRAM
CONFORMITY WITH WHATEVER USER MANUALS OR OTHER LITERATURE MAY BE ISSUED FROM
TIME TO TIME.
IN NO EVENT SHALL NYGC OR ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
AFFILIATED INVESTIGATORS AND AFFILIATES BE LIABLE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ECONOMIC
DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER NYGC SHALL
BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE
POSSIBILITY OF THE FOREGOING.
7. ASSIGNMENT
This Agreement is personal to LICENSEE and any rights or obligations assigned by
LICENSEE without the prior written consent of NYGC shall be null and void.
8. MISCELLANEOUS
8.1 Export Control. LICENSEE gives assurance that it will comply with all United
States export control laws and regulations controlling the export of the
PROGRAM, including, without limitation, all Export Administration Regulations of
the United States Department of Commerce. Among other things, these laws and
regulations prohibit, or require a license for, the export of certain types of
software to specified countries.
8.2 Termination. LICENSOR shall have the right to terminate this Agreement for
any reason upon prior written notice to LICENSEE. Upon termination, LICENSEE
shall provide NYGC with written assurance that the original and all copies of
the PROGRAM have been destroyed, except that, upon prior written authorization
from NYGC, LICENSEE may retain a copy for archive purposes.
8.3 Survival. The following provisions shall survive the expiration or
termination of this Agreement: Articles 1, 4, 5, 6 and Sections 2.2, 2.3, 8.3,
and 8.4.
8.4 Notice. Any notices under this Agreement shall be in writing, shall
specifically refer to this Agreement, and shall be sent by hand, recognized
national overnight courier or registered or certified mail, postage prepaid,
return receipt requested. All notices under this Agreement shall be deemed
effective upon receipt.
8.5 Amendment and Waiver; Entire Agreement. This Agreement may be amended,
supplemented, or otherwise modified only by means of a written instrument signed
by all parties. Any waiver of any rights or failure to act in a specific
instance shall relate only to such instance and shall not be construed as an
agreement to waive any rights or fail to act in any other instance, whether or
not similar. This Agreement constitutes the entire agreement among the parties
with respect to its subject matter and supersedes prior agreements or
understandings between the parties relating to its subject matter.
8.6 Binding Effect; Headings. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective permitted successors and
assigns. All headings are for convenience only and shall not affect the meaning
of any provision of this Agreement.
8.7 Governing Law. This Agreement shall be construed, governed, interpreted and
applied in accordance with the internal laws of the state of New York, U.S.A.,
without regard to conflict of laws principles.