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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 | ||
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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. | ||
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[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.] | ||
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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 | ||
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WHEREAS, LICENSEE desires to license the PROGRAM and NYGC desires to grant a | ||
license on the following terms and conditions. | ||
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NOW, THEREFORE, in consideration of the promises and covenants made herein, the | ||
parties hereto agree as follows: | ||
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1. DEFINITIONS | ||
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1.1 “BUG FIX(ES)” shall mean LICENSEE-created code that repairs a NYGC | ||
identified function of the PROGRAM. | ||
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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. | ||
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2. LICENSE | ||
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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. | ||
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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. | ||
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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. | ||
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3. CONSIDERATION | ||
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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: | ||
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André Corvelo, taxMaps. New York Genome Center | ||
(https://github.com/nygenome/taxmaps) | ||
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4. OWNERSHIP OF INTELLECTUAL PROPERTY | ||
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LICENSEE acknowledges that title to the PROGRAM shall remain with NYGC. | ||
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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. | ||
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LICENSEE agrees to include appropriate attribution if any results obtained from | ||
use of the PROGRAM are included in any publication. | ||
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Copyright 2014 New York Genome Center | ||
Notice of attribution: The taxMaps program was made available through the | ||
generosity of the New York Genome Center | ||
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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. | ||
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5. INDEMNIFICATION | ||
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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. | ||
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6. NO REPRESENTATIONS OR WARRANTIES | ||
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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. | ||
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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. | ||
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7. ASSIGNMENT | ||
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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. | ||
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8. MISCELLANEOUS | ||
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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. | ||
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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. | ||
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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. | ||
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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. | ||
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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. | ||
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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. | ||
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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. | ||
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