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| 1 | +By downloading the PROGRAM you agree to the following terms of use: |
| 2 | + |
| 3 | +BROAD INSTITUTE SOFTWARE LICENSE AGREEMENT |
| 4 | +FOR ACADEMIC NON-COMMERCIAL RESEARCH PURPOSES ONLY |
| 5 | + |
| 6 | +This Agreement is made between the Broad Institute, Inc. with a principal |
| 7 | +address at 7 Cambridge Center, Cambridge, MA 02142 ("BROAD") and the |
| 8 | +LICENSEE and is effective at the date the downloading is completed |
| 9 | +("EFFECTIVE DATE"). |
| 10 | +WHEREAS, LICENSEE desires to license the PROGRAM, as defined hereinafter, |
| 11 | +and BROAD wishes to have this PROGRAM utilized in the public interest, |
| 12 | +subject only to the royalty-free, nonexclusive, nontransferable license |
| 13 | +rights of the United States Government pursuant to 48 CFR 52.227-14; and |
| 14 | +WHEREAS, LICENSEE desires to license the PROGRAM and BROAD desires to grant |
| 15 | +a license on the following terms and conditions. |
| 16 | +NOW, THEREFORE, in consideration of the promises and covenants made herein, |
| 17 | +the parties hereto agree as follows: |
| 18 | + |
| 19 | +1. DEFINITIONS |
| 20 | +1.1 "PROGRAM" shall mean copyright in the object code and source code |
| 21 | +known as MutSig and related documentation, if any, as they exist on the |
| 22 | +EFFECTIVE DATE and can be downloaded from |
| 23 | +http://www.broadinstitute.org/cancer/cga/MutSig on the EFFECTIVE DATE. |
| 24 | + |
| 25 | +2. LICENSE |
| 26 | +2.1 Grant. Subject to the terms of this Agreement, BROAD hereby grants to |
| 27 | +LICENSEE, solely for academic non-commercial research purposes, a non- |
| 28 | +exclusive, non-transferable license to: (a) download, execute and display |
| 29 | +the PROGRAM and (b) create bug fixes and modify the PROGRAM. |
| 30 | + |
| 31 | +LICENSEE hereby automatically grants to BROAD a non-exclusive, royalty- |
| 32 | +free, irrevocable license to any LICENSEE bug fixes or modifications to the |
| 33 | +PROGRAM with unlimited rights to sublicense and/or distribute. LICENSEE |
| 34 | +agrees to provide any such modifications and bug fixes to BROAD promptly |
| 35 | +upon their creation. |
| 36 | + |
| 37 | +The LICENSEE may apply the PROGRAM in a pipeline to data owned by users |
| 38 | +other than the LICENSEE and provide these users the results of the PROGRAM |
| 39 | +provided LICENSEE does so for academic non-commercial purposes only. For |
| 40 | +clarification purposes, academic sponsored research is not a commercial use |
| 41 | +under the terms of this Agreement. |
| 42 | + |
| 43 | +2.2 No Sublicensing or Additional Rights. LICENSEE shall not sublicense or |
| 44 | +distribute the PROGRAM, in whole or in part, without prior written |
| 45 | +permission from BROAD. LICENSEE shall ensure that all of its users agree |
| 46 | +to the terms of this Agreement. LICENSEE further agrees that it shall not |
| 47 | +put the PROGRAM on a network, server, or other similar technology that may |
| 48 | +be accessed by anyone other than the LICENSEE and its employees and users |
| 49 | +who have agreed to the terms of this agreement. |
| 50 | + |
| 51 | +2.3 License Limitations. Nothing in this Agreement shall be construed to |
| 52 | +confer any rights upon LICENSEE by implication, estoppel, or otherwise to |
| 53 | +any computer software, trademark, intellectual property, or patent rights |
| 54 | +of BROAD, or of any other entity, except as expressly granted herein. |
| 55 | +LICENSEE agrees that the PROGRAM, in whole or part, shall not be used for |
| 56 | +any commercial purpose, including without limitation, as the basis of a |
| 57 | +commercial software or hardware product or to provide services. LICENSEE |
| 58 | +further agrees that the PROGRAM shall not be copied or otherwise adapted in |
| 59 | +order to circumvent the need for obtaining a license for use of the |
| 60 | +PROGRAM. |
| 61 | + |
| 62 | +3. OWNERSHIP OF INTELLECTUAL PROPERTY |
| 63 | +LICENSEE acknowledges that title to the PROGRAM shall remain with BROAD. |
| 64 | +The PROGRAM is marked with the following BROAD copyright notice and notice |
| 65 | +of attribution to contributors. LICENSEE shall retain such notice on all |
| 66 | +copies. LICENSEE agrees to include appropriate attribution if any results |
| 67 | +obtained from use of the PROGRAM are included in any publication. |
| 68 | + |
| 69 | +Copyright 2012 Broad Institute, Inc. |
| 70 | +Notice of attribution: The MutSig program was made available through the |
| 71 | +generosity of the Cancer Genome Analysis group at the Broad Institute, Inc. |
| 72 | + |
| 73 | +LICENSEE shall not use any trademark or trade name of BROAD, or any |
| 74 | +variation, adaptation, or abbreviation, of such marks or trade names, or |
| 75 | +any names of officers, faculty, students, employees, or agents of BROAD |
| 76 | +except as states above for attribution purposes. |
| 77 | + |
| 78 | +4. INDEMNIFICATION |
| 79 | +LICENSEE shall indemnify, defend, and hold harmless BROAD, and their |
| 80 | +respective officers, faculty, students, employees, associated investigators |
| 81 | +and agents, and their respective successors, heirs and assigns, |
| 82 | +("Indemnitees"), against any liability, damage, loss, or expense (including |
| 83 | +reasonable attorneys fees and expenses) incurred by or imposed upon any of |
| 84 | +the Indemnitees in connection with any claims, suits, actions, demands or |
| 85 | +judgments arising out of any theory of liability (including, without |
| 86 | +limitation, actions in the form of tort, warranty, or strict liability and |
| 87 | +regardless of whether such action has any factual basis) pursuant to any |
| 88 | +right or license granted under this Agreement. |
| 89 | + |
| 90 | +5. NO REPRESENTATIONS OR WARRANTIES |
| 91 | +THE PROGRAM IS DELIVERED "AS IS." BROAD MAKES NO REPRESENTATIONS OR |
| 92 | +WARRANTIES OF ANY KIND CONCERNING THE PROGRAM OR THE COPYRIGHT, EXPRESS OR |
| 93 | +IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, |
| 94 | +FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THE ABSENCE OF LATENT |
| 95 | +OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. BROAD EXTENDS NO WARRANTIES |
| 96 | +OF ANY KIND AS TO PROGRAM CONFORMITY WITH WHATEVER USER MANUALS OR OTHER |
| 97 | +LITERATURE MAY BE ISSUED FROM TIME TO TIME. |
| 98 | +IN NO EVENT SHALL BROAD OR ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, |
| 99 | +AFFILIATED INVESTIGATORS AND AFFILIATES BE LIABLE FOR INCIDENTAL OR |
| 100 | +CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ECONOMIC |
| 101 | +DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER BROAD |
| 102 | +SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF |
| 103 | +THE POSSIBILITY OF THE FOREGOING. |
| 104 | + |
| 105 | +6. ASSIGNMENT |
| 106 | +This Agreement is personal to LICENSEE and any rights or obligations |
| 107 | +assigned by LICENSEE without the prior written consent of BROAD shall be |
| 108 | +null and void. |
| 109 | + |
| 110 | +7. MISCELLANEOUS |
| 111 | +7.1 Export Control. LICENSEE gives assurance that it will comply with all |
| 112 | +United States export control laws and regulations controlling the export of |
| 113 | +the PROGRAM, including, without limitation, all Export Administration |
| 114 | +Regulations of the United States Department of Commerce. Among other |
| 115 | +things, these laws and regulations prohibit, or require a license for, the |
| 116 | +export of certain types of software to specified countries. |
| 117 | +7.2 Termination. LICENSEE shall have the right to terminate this Agreement |
| 118 | +for any reason upon prior written notice to BROAD. If LICENSEE breaches any |
| 119 | +provision hereunder, and fails to cure such breach within thirty (30) days, |
| 120 | +BROAD may terminate this Agreement immediately. Upon termination, LICENSEE |
| 121 | +shall provide BROAD with written assurance that the original and all copies |
| 122 | +of the PROGRAM have been destroyed, except that, upon prior written |
| 123 | +authorization from BROAD, LICENSEE may retain a copy for archive purposes. |
| 124 | +7.3 Survival. The following provisions shall survive the expiration or |
| 125 | +termination of this Agreement: Articles 1, 3, 4, 5 and Sections 2.2, 2.3, |
| 126 | +7.3, and 7.4. |
| 127 | +7.4 Notice. Any notices under this Agreement shall be in writing, shall |
| 128 | +specifically refer to this Agreement, and shall be sent by hand, recognized |
| 129 | +national overnight courier, confirmed facsimile transmission, confirmed |
| 130 | +electronic mail, or registered or certified mail, postage prepaid, return |
| 131 | +receipt requested. All notices under this Agreement shall be deemed |
| 132 | +effective upon receipt. |
| 133 | +7.5 Amendment and Waiver; Entire Agreement. This Agreement may be amended, |
| 134 | +supplemented, or otherwise modified only by means of a written instrument |
| 135 | +signed by all parties. Any waiver of any rights or failure to act in a |
| 136 | +specific instance shall relate only to such instance and shall not be |
| 137 | +construed as an agreement to waive any rights or fail to act in any other |
| 138 | +instance, whether or not similar. This Agreement constitutes the entire |
| 139 | +agreement among the parties with respect to its subject matter and |
| 140 | +supersedes prior agreements or understandings between the parties relating |
| 141 | +to its subject matter. |
| 142 | +7.6 Binding Effect; Headings. This Agreement shall be binding upon and |
| 143 | +inure to the benefit of the parties and their respective permitted |
| 144 | +successors and assigns. All headings are for convenience only and shall not |
| 145 | +affect the meaning of any provision of this Agreement. |
| 146 | +7.7 Governing Law. This Agreement shall be construed, governed, interpreted |
| 147 | +and applied in accordance with the internal laws of the Commonwealth of |
| 148 | +Massachusetts, U.S.A., without regard to conflict of laws principles. |
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