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GeneMarkS_Software_License.txt
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GeneMarkS_Software_License.txt
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License for the GeneMarkS+ software
Georgia Tech Research Corporation, a non-profit corporation organized
and existing under the laws of-the State of Georgia, with offices at
the Georgia Institute of Technology, 505 Tenth Street, Atlanta,
Georgia, U.S.A., 30332-0415 ("Licensor") is the joint owner of all
right title and interest in this copy and any subsequent copies of the
GeneMarkS+ software ("Product") Licensor hereby grants to the National
Center for Biotechnology Information, a U.S. Governmental agency
("Licensee"), that desires to provide the Product, as a part of a
larger software package (PGAP), a nonexclusive, royalty free license
to use the copy of the Product in accordance with the terms and
conditions of this License Agreement.
1. Permitted Uses.
Licensee may:
a) use the Product for both Licensee's own internal research
purposes as well as for embedding the Product into a
public-facing prokaryotic genome annotation pipeline ("PGAP")
that will be made available on a cloud computing system to either
government, academic, non-profit or for-profit organizations,
"Users". Users may download, install, and use the PGAP containing
the Product for analysis and annotation of genomic DNA
sequences. The sequences could be supplied by Users or by the
third parties. This analysis may be done as a service for genomic
community either with fees charged by the Users or without fees
charged.
2. Prohibited Uses.
Licensee and/or Users may not:
a) alter, modify, or adapt the Product or its documentation, or its
portions thereof other than to incorporate the Product into PGAP.
b) separate the Product from PGAP and use it as a stand-alone
analysis tool.
c) Sublicense or otherwise transfer the Product or its documentation
in part or in whole, other than as provided for herein, without
the prior written approval of Licensor.
d) export any portion of the Product as a component of PGAP without
fully and completely complying with any and all United States
export or munitions control regulations and laws.
3. Timeframe.
The License is valid for one year period from the date of download
("Term"). The term of this agreement shall automatically renew for
additional one year periods until such time as one party expresses its
desire to terminate the license granted herein by providing written
notice to the other. At the end of the Term or any successive
extension thereof, Licensee may be reminded to renew the license and
to download a new version of the software. It is Licensee's sole
responsibility to incorporate any updated versions of the Product into
PGAP. Licensor is not obligated to support, maintain, provide error
corrections, update, or modify the Product. Should Licensee fail to
comply with any provision of this License, or any terms and conditions
associated with the transfer of the Product, this License shall
automatically terminate without any further action taken by or notice
from Licensor. Immediately upon termination, Licensee must remove and
destroy all copies of the Product and its documentation from its
machines.
4. Attribution.
Licensee shall make a reasonable effort to ensure that the Users of
the Product would make appropriate reference to the contributions of
Dr. Mark Borodovsky, Georgia Institute of Technology, and GeneMarkS+
in any use of the Product, related documentation, or portions thereof
in keeping with academic and industry norms, particularly, by citing
the papers on GeneMarkS (Nucl. Acids Res. 2001) and PGAP(Nucl.Acids
Res. 2016)
5. Limited Warranty and Liability.
LICENSEE ACCEPTS THE PRODUCT ON AN "AS IS" BASIS. LICENSOR MAKES NO
REPRESENTATION OR WARRANTY THAT THE PRODUCT WILL BE ACCESSIBLE OR
DOWNLOADABLE. LICENSOR MAKES NO WARRANTY THAT ALL ERRORS CAN BE OR
HAVE BEEN ELIMINATED FROM THE PRODUCT. LICNESOR SHALL NOT BE
RESPONSIBLE FOR LOSSES OF ANY KIND RESULTING FROM THE USE OF THE
PRODUCT AND ITS ACCOMPANYING DOCUMENTATION, AND CAN IN NO WAY PROVIDE
COMPENSATION FOR ANY LOSSES SUSTAINED, INCLUDING BUT NOT LIMITED TO
ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR TORT, OR FOR ANY
ACTUAL OR ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS,
OR SIMILAR RIGHTS OF THIRD PARTIES, NOR ANY BUSINESS EXPENSE, MACHINE
DOWNTIME OR DAMAGES CAUSED USER BY ANY DEFICIENCY, DEFECT OR ERROR IN
THE PRODUCT OR MALFUNCTION THEREOF, NOR ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES, HOWEVER CAUSED. LICNESOR DISCLAIMS ALL
WARRANTIES, BOTH EXPRESS AND IMPLIED RESPECTING THE USE AND OPERATION
OF THE PRODUCT AND ITS DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND ANY IMPLIED
WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR
USAGE OF TRADE. LICSENSOR MAKES NO WARRANTY THAT THE PRODUCT IS
ADEQUATELY OR COMPLETELY DESCRIBED IN, OR BEHAVES IN ACCORDANCE WITH
ANY DOCUMENTATION. LICENSEE IS EXPECTED TO MAKE THE FINAL EVALUATION
OF THE PRODUCT'S USEFULNESS IN LICNESEE'S OWN ENVIRONMENT.
6. General
Licensor retains all rights not expressly granted herein. Nothing in
this License Agreement constitutes a waiver of Licensor's rights under
United States copyright law. This License and Licensee's right to use
the Product (including Users) automatically terminate without notice
from Licensor if Licensee and/or User(s) fails to comply with any
provision of this License, or any terms and conditions associated with
the transfer of the Product. Licensee shall not use the names of GTRC,
Georgia Institute of Technology, the Board of Regents of the
University System of Georgia, or the Georgia Tech Foundation without
prior written approval from GTRC in any advertising or publicity
matter related to this License. GTRC's name in this paragraph shall
extend, but not be limited, to the name of Georgia Tech Research
Corporation, GTRC, Georgia Tech Foundation, Georgia Institute of
Technology and Georgia Tech. Licensee shall not assign, transfer or
subcontract its rights or obligations under this agreement without the
prior written consent of Licensor. Licensor shall have the right to
assign, transfer or subcontract any of its rights or obligations under
this agreement to the Georgia Institute of Technology, to any party
succeeding to substantially all of the business interests of Licensor,
and/or another entity selected or created by Licensor to assume part
or all of Licensor's rights and obligations incident to existing and
future license agreements representing the subject matter hereof. This
License sets forth the entire agreement and understanding between the
parties as to the subject matter hereof and merges all prior
discussions between them; and neither party shall be bound by any
conditions, definitions, warranties, understandings or representations
with respect to such subject matter other than as expressly provided
herein. This License Agreement is governed by the laws of the State of
Georgia insofar as they do not conflict with U.S. Federal law. This
License represents the complete and exclusive statement between the
Licensor and Licensee relating to the Product, and supersedes all
prior understandings, communications, or representations, either oral
or written between Licensor and Licensee.