License


PLEASE READ THIS AGREEMENT. ANY USE OF THE SOFTWARE OR ANY OF THE SOURCE CODE, OR REPRODUCTION OR MODIFICATION OF THE SOFTWARE OR SOURCE CODE INDICATES YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE, COPY, OR MODIFY THE SOFTWARE. YOU MAY PRINT THIS AGREEMENT FOR YOUR RECORDS. THIS SOFTWARE LICENSE (the “Agreement”) is between Brigham and Women’s Hospital (“BWH”) and the University of California San Diego (“UCSD”) and you (“Licensee”) as of the date that you accept these terms by viewing or downloading any of the software or its source code (“Effective Date”). You agree as follows:

1. Definitions

(a) “Derivative” means any translation, adaptation, alteration, transformation, or modification, including inclusion as part of another software program or product, of the Software. (b) “Embedded Terms” means any terms and conditions of this Agreement embedded in the Source Code. (c) “Intellectual Property Rights” means all patents, patent rights, patent applications, copyrights, copyright registrations, trade secrets, trademarks and service marks (including, where applicable, all derivative works of the foregoing). (d) “Object Code” means computer programs assembled, compiled, or converted to magnetic or electronic binary form, which are readable and useable by computer equipment. (e) “Software” means the set of programs written to perform alignment and alignment evaluation of mass spectral data as described the manuscript by Watrous, Henglin, et al. entitled “Visualization, Quantification and Alignment of Spectral Drift in Population Scale Metabolomics Data”, including its Object Code and Source Code. (f) “Source Code” means computer programs written in higher-level programming languages and readable by humans.

2. License

Subject to the terms and conditions of this Agreement, BWH and UCSD grants to Licensee a no cost, personal, non-exclusive, non-transferable, limited license (without the right to sublicense) to download the Software, and to copy, make Derivatives and use the Software for Licensee’s internal academic and research purposes during the term of this Agreement. Any rights not expressly granted in this Agreement are expressly reserved. (a) Derivatives. Licensee agrees that from time to time, or upon request by BWH and UCSD, Licensee will deliver all Derivatives to BWH and UCSD and hereby grants to BWH and UCSD a no cost, personal, perpetual, irrevocable, non-exclusive, non-transferable, limited license (with the right to sublicense) to download the Derivatives, to copy, distribute and make Derivatives of the Derivative, and to use the Derivative for BWH and UCSD’s internal academic and research purposes. (b) Commercial Restrictions on Use of the Software. The following are prohibited without obtaining a commercial license from the offices of licensing at BWH and UCSD: (i) Using the Software or any Derivative to produce any commercial product or to provide any commercial service. (ii) Charging a fee for use of the Software or any Derivative for any purpose. (iii) Distributing the Software or any Derivative to any other party, unless the distribution is made subject to this Agreement and the recipient “Agrees” to this Agreement through the download or application of the Software (c) Patents. BWH and UCSD does not grant through this Agreement any licenses under any BWH and UCSD patent or patent application. (d) Intellectual Property Rights Notices; Embedded Terms. Licensee is prohibited from removing or altering any of the Intellectual Property Rights notice(s) and any Embedded Terms embedded in the Software. Licensee must reproduce the unaltered Intellectual Property Rights notice(s) and the Embedded Terms in any full or partial copies of the Source Code that Licensee makes. (e) Export Compliance. Licensee acknowledges and agrees that U.S. export control laws and other applicable export and import laws govern download and use of the Software. Licensee will neither export nor re-export, directly or indirectly, the Software in violation of U.S. laws or use the Software for any purpose prohibited by U.S. laws.

3. Disclaimer of Warranties; Limited Liability

(a) Disclaimer of Warranties. THE SOFTWARE IS DELIVERED “AS IS.” BWH AND UCSD MAKE NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE SOFTWARE PROVIDED UNDER THIS AGREEMENT, IN WHOLE OR IN PART. BWH AND UCSD EXPLICITLY DISCLAIM ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. BWH AND UCSD EXPRESSLY DO NOT WARRANT THAT THE SOFTWARE, IN WHOLE OR IN PART, WILL BE ERROR FREE, OPERATE WITHOUT INTERRUPTION OR MEET LICENSEE’S REQUIREMENTS. (b) Limited Liability; No Consequential Damages. THE TOTAL LIABILITY OF BWH AND UCSD, ITS AFFILIATES, TRUSTEES, OFFICERS, AND EMPLOYEES IN CONNECTION WITH THE SOFTWARE, OR ANY OTHER MATTER RELATING TO THIS AGREEMENT (WHATEVER THE BASIS FOR THE CAUSE OF ACTION) WILL NOT EXCEED IN THE AGGREGATE OVER THE TERM OF THE AGREEMENT $100. IN NO EVENT WILL BWH OR UCSD, ITS AFFILIATES, TRUSTEES, OFFICERS, AND EMPLOYEES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE. (c) Failure of Essential Purpose. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

4. Termination

(a) Right of Termination. BWH or UCSD may, for any reason or no reason, upon written notice sent to the contact information Licensee provides upon clicking “agree”, immediately terminate this Agreement. This Agreement will automatically terminate upon any breach by Licensee of any of the terms or conditions of this Agreement. BWH and UCSD shall not be liable to Licensee or any third party for any termination of this Agreement. (b) Licensee Derivatives. Upon termination or expiration of this Agreement, Licensee shall promptly deliver to BWH and UCSD the Source Code and Object Code of Licensee’s Derivatives and shall immediately cease all use of the Software.

5. Non-use of Name

Without BWH and UCSD’s prior written consent, Licensee will not identify BWH or UCSD in any promotional statement, or otherwise use the name of any BWH or UCSD employee or any trademark, service mark, trade name, or symbol of BWH or UCSD.

6. Assignment

This Agreement and the rights and obligations hereunder are personal to Licensee, and may not be assigned or otherwise transferred, in whole or in part, without BWH and UCSD’s prior written consent. Any attempt to do otherwise shall be void and of no effect. BWH and UCSD have the right to assign this Agreement or any rights or obligations hereunder to any third party. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties.

7. Choice of Law

This Agreement and all disputes and controversies related to this Agreement, are governed by and construed under the laws of the Commonwealth of Massachusetts, without regard to the choice of law provisions. The state and federal courts located in the Commonwealth of Massachusetts are the exclusive forum for any action between the parties relating to this Agreement. Licensee submits to the jurisdiction of such courts, and waives any claim that such a court lacks jurisdiction over Licensee or constitutes an inconvenient or improper forum. The United Nations Convention on the International Sale of Goods (CISG) shall not apply to the interpretation or enforcement of this Agreement.

8. English Language

This Agreement is originally written in the English language and the English language version shall control over any translations.

9. Entire Agreement

This Agreement constitutes the entire agreement, and supersedes all prior and contemporaneous agreements or understandings (oral or written), between the parties about the subject matter of this Agreement. Licensee has no right to waive or modify any of this Agreement without the written consent of BWH and UCSD. No waiver, consent or modification of this Agreement shall bind either party unless in writing and signed by the party granting the waiver. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.


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