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LICENSE_source.txt
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LICENSE_source.txt
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HISTOCAT
License for Non-Commercial Use by Academic Institutions
This is a legal agreement (hereinafter referred to as the AGREEMENT) between you (hereinafter referred to as the LICENSEE) and the University of Zurich, Rämistrasse 71, CH-8006 Zürich (hereinafter referred to as UNIVERSITY) pertaining to the right to use the software product “HISTOCAT: Histology Topography Cytometry Analysis Toolbox” (hereinafter referred to as “SOFTWARE”). By downloading or using the SOFTWARE you acknowledge that you have read the AGREEMENT, understand it and agree to be bound by its terms and conditions.
LICENSE TERMS
Introduction
(i) UNIVERITY’s Institute of Molecular Life Sciences has developed the SOFTWARE under the lead of Bernd Bodenmiller (hereinafter referred to as the PRINCIPAL INVESTIGATOR).
(ii) LICENSEE wishes to obtain a non-exclusive, non-transferable and royalty-free license of the SOFTWARE for internal non-commercial research purposes as specified in this AGREEMENT.
In consideration of the above premises LICENSEE agrees as follows:
1 Grant/Scope of License
2.1 UNIVERSITY hereby grants to LICENSEE a non-exclusive, non-transferable, royalty-free license to use the SOFTWARE and any related documentation for internal, non-commercial research purposes.
2.2 UNIVERSITY will not provide any services or support in connection with the SOFTWARE or technical support within the scope of this AGREEMENT.
3. Permitted Use and Restrictions
3.1 The license granted herein is for internal non-commercial research purposes by academic institutions only and the SOFTWARE may only be used by LICENSEE. Any use of the SOFTWARE for commercial research or to manufacture or sell products or technologies (or portions thereof) either directly or indirectly for any direct or indirect for-profit purposes is strictly prohibited. LICENSEE may download the SOFTWARE on its servers, and may allow use thereof by employees of LICENSEE.
3.2 LICENSEE may make one back-up copy of the SOFTWARE for archival or disaster recovery purposes. This back-up copy must include all copyright information contained in the original SOFTWARE.
3.3 LICENSEE shall not rent, lease, loan, sub-license, or distribute the SOFTWARE in whole or in part to a different organizational unit of the LICENSEE or any third party.
3.4 LICENSEE shall not duplicate or use the SOFTWARE or its contents to manufacture or sell prod-ucts or technologies (or portions thereof) either directly or indirectly for any direct or indirect for-profit purposes.
3.5 LICENSEE agrees to reference the publication:
Schapiro, D. and Jackson HW et al. histoCAT: analysis of cell phenotypes and interactions in multiplex image cytometry data. Nature Methods, August 2017, doi:10.1038/nmeth.4391.
in any publications reporting use of it or any manual or document.
3.6 The UNIVERSITY hereby represents, and the LICENSEE hereby acknowledges, that the SOFTWARE contains substantial trade secrets of the UNIVERSITY (including without limitation algorithms, methods, and structure and design elements); such trade secrets have been entrusted to the LICENSEE for use only as expressly authorized under this Agreement. LICENSEE agrees to hold all of UNIVERSITY's trade secrets in confidence, and not disclose them to third parties.
4. Warranty Disclaimer
4.1 THE SOFTWARE IS PROVIDED "AS IS" AND UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. BY WAY OF EXAMPLE, BUT WITHOUT LIMITATION, UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTIBILY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE USE OF THE SOFTWARE OR DOCUMENTATION WILL NOT INFRINGE ANY THIRD PARTY'S PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. FURTHERMORE, UNIVERSITY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCCURACY, RELIABILITY, OR OTHERWISE OR THAT DEFECTS IN THE SOFTWARE WILL BE COR-RECTED. UNIVERSITY WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, OR ANY OTHER RELIEF, OR FOR ANY CLAIM BY ANY THIRD PARTY, ARISING FROM THE USE OF THE SOFTWARE.
4.2 The LICENSEE expressly acknowledges and agrees that the use of the SOFTWARE is at LICENSEE's sole risk and to hold harmless and indemnify UNIVERSITY, and its affiliates, employ-ees or partners, from and against any third party claim arising from or in any way related to LICENSEE's use of SOFTWARE, violation of this AGREEMENT or any other actions in connection with the use of SOFTWARE.
5. Title and Ownership.
Title, ownership rights, and intellectual property rights in and to the SOFTWARE shall remain with UNIVERSITY.
6. Term and Termination
6.1 This AGREEMENT shall become effective upon LICENSEE downloading the SOFTWARE.
6.2 UNIVERSITY may terminate this AGREEMENT upon 30 (thirty) days advance written e-mail notification to LICENSEE. Upon evidence of violation of any of the terms under this AGREEMENT by LICENSEE, UNIVERSITY may terminate this AGREEMENT without previous notice.
6.3 Upon termination LICENSEE is obliged to uninstall the SOFTWARE from all its computers and to destroy any copies of the SOFTWARE kept according to this AGREEMENT.
6.4 Unless earlier terminated, this AGREEMENT shall automatically expire at the end of one year after the execution of this AGREEMENT.
6.5 Articles 4 and 5 shall survive the termination or expiration of this AGREEMENT for any reason in addition to those articles surviving by operation of law.
7. Miscellaneous
7.1 This AGREEMENT and the license granted herein or any part thereof under this AGREEMENT are not assignable by LICENSEE without the prior written approval of UNIVERSITY.
7.2 Neither party shall use the names or trademarks of the other, its related entities and its employees, or any adaptations thereof, in any advertising, promotional or sales literature, or in any securities reports required by the respective authorities, without the prior written consent of the party so affected.
7.3 Each party is acting as an independent contractor and not as an agent, partner, or joint venture with the other party for any purpose. Neither party shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other.
7.4 This AGREEMENT sets forth the entire AGREEMENT between the parties with respect to the subject matter hereof. No supplement, modification or amendment of this AGREEMENT shall be binding, unless in writing signed by a duly authorized representative of each party to the AGREEMENT.
7.5 Should some or several provisions of this AGREEMENT be ineffective or invalid, or should there be an omission in this AGREEMENT, the effectiveness, respectively the validity of the remaining provisions shall not be affected thereby. An ineffective, respectively, invalid provision shall be re-placed by the interpretation of the agreement which comes nearest to the economic meaning and the envisaged economic purpose of the ineffective respectively, invalid provision. The same applies in the case of a contractual gap
7.6 The terms stipulated in this AGREEMENT may not be modified in any way without the mutual consent of the parties in writing.
8. Governing Law and Jurisdiction
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF SWITZERLAND. Any dispute arising from or in connection with this AGREEMENT will be finally settled by the courts of Zurich, Switzerland.