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LICENSE
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LICENSE
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RESEARCH LICENSE
1. Your Acceptance
Counsyl, Inc. (“Counsyl,” “we,” “our,” “us”) provides this software
(the “Software”) subject to your compliance with the terms and
conditions set forth in this Research License (these “Terms”). These
Terms govern the relationship between Counsyl and you, the user of the
Software (including your employer and any affiliates and its or their
employees, contractors and agents, “you,” “your”) with respect to your
use of the Software. It is important that you read carefully and
understand these Terms. BY USING THE SOFTWARE, YOU SIGNIFY YOUR
ASSENT TO THESE TERMS. If you do not agree to any of these terms,
please do not use the Software.
2. Software License
Counsyl hereby grants you a non-exclusive license to copy, install and
use the Software solely for research use only. Any commercial use of
the Software will require a commercial license from Counsyl. You
agree to use the Software solely for your internal research purposes.
3. Copyright
The Software is owned by or licensed to Counsyl, subject to copyright
and other intellectual property rights under United States Copyright
Act, foreign laws, and international conventions. Counsyl reserves all
rights not expressly granted in and to the Software.
4. User License
If, through your use of the Software you generate an invention that is
claimed in an issued patent and that claims an improvement or
modification to the Software or a new use of the Software (an
“Improvement Patent”), then you hereby irrevocably agree to grant, and
actually grant Counsyl and its designees a perpetual, worldwide,
non-revocable, transferable, assignable, sublicensable (through
multiple tiers), royalty-free, non-exclusive right and license to
practice under the Improvement Patent, including granting sublicenses
to any of Counsyl’s other licensees of the Software to practice under
the Improvement Patent. You further acknowledge that Counsyl has no
obligation whatsoever to pay you any royalty or other amounts on any
revenues or other consideration that Counsyl receives directly or
indirectly from practicing the Improvement Patent or otherwise from
the exercise of Counsyl’s rights granted under these Terms.
5. Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE SOFTWARE SHALL BE AT YOUR SOLE
RISK. THE SOFTWARE IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY
KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY
LAW, COUNSYL, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN
CONNECTION WITH THE SOFTWARE AND YOUR USE THEREOF, INCLUDING, WITHOUT
LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY,
MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY
WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF
PERFORMANCE OR USAGE OF TRADE. Applicable law may not allow the
exclusion of implied warranties, so the above exclusions may not apply
to you. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT COUNSYL SHALL HAVE NO
LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY BUGS, DEFECTS, ERRORS,
MISTAKES, INACCURACIES OR OMISSIONS IN THE SOFTWARE.
6. Limitation of Liability
IN NO EVENT SHALL COUNSYL, ITS AFFILIATES AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
WHATSOEVER FOR ANY REASON ARISING FROM OR OTHERWISE IN CONNECTION WITH
YOUR USE OF THE SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR
ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COUNSYL IS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY
SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE
JURISDICTION.
7. Indemnity
You agree to defend, indemnify and hold harmless Counsyl, its
owners/operators and affiliates and their respective officers,
directors, employees and agents, from and against any and all claims,
damages, obligations, losses, liabilities, costs or debt, and expenses
(including but not limited to attorney's fees) arising from your
violation of any terms or conditions contained in these Terms. This
defense and indemnification obligation will survive this Agreement and
your use of the Software.
8. General
We reserve the right to immediately terminate these Terms, and/or your
access to and use of the Software or any portion thereof, at any time
and for any reason, with or without cause. Upon termination of these
Terms, your right to use the Software shall immediately cease, and you
shall destroy all material and content obtained from the Software and
all copies thereof, whether made under the terms of these Terms or
otherwise. These Terms shall constitute the entire agreement between
you and Counsyl concerning the Software. If any provision of this
Agreement is deemed invalid by a court of competent jurisdiction, the
invalidity of such provision shall not affect the validity of the
remaining provisions of this Agreement, which shall remain in full
force and effect. No waiver of any term of this Agreement shall be
deemed a further or continuing waiver of such term or any other term,
and Counsyl's failure to assert any right or provision under this
Agreement shall not constitute a waiver of such right or provision.