End-user License Agreement for MEM Software

PLEASE CAREFULLY READ THE FOLLOWING AGREEMENT. BY CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THIS AGREEMENT, YOU INDICATE YOUR ACCEPTANCE OF ITS TERMS AND CONDITIONS AND AGREE TO BE BOUND AS SET FORTH HEREIN. YOU REPRESENT AND WARRANT THAT YOU HAVE THE REQUISITE AUTHORITY AND LEGAL CAPACITY TO BIND YOUR ORGANIZATION TO THIS AGREEMENT (TO THE EXTENT THAT THE PURCHASES IS ON BEHALF OF YOUR ORGANIZATION).THE LICENSE IS FOR USE BY ACADEMIC NOT-FOR PROFIT INSTITUTIONS AND BY ACCEPTING THESE TERMS AND CONDITIONS, YOU ARE REPRESENTING THAT YOUR INSTITUTION MEETS THE CRITERIA OF A NOT-FOR-PROFIT INSTITUTION.

Marker Enrichment Modeling (MEM) End User License Agreement. This License Agreement ("Agreement") is entered into between Vanderbilt University, a private, non-profit institution of higher education in Nashville, Tennessee with offices at 1207 17th Avenue South, Suite 105, Nashville, Tennessee 37212 ("Vanderbilt") and the person representing the non-profit research and/or academic institution that registers to use the Software ("Licensee"). Prior to such registration in accordance with this Agreement, the Licensee shall have no rights or license in connection with the Software or this Agreement. THE SOFTWARE IS PROVIDED AS-IS, FOR INFORMATIONAL PURPOSES ONLY, AND SHOULD NOT BE USED FOR DIAGNOSTIC OR TREATMENT PURPOSES. Definitions "Agreement" means this Non-Exclusive Academic Software License Agreement. "Effective Date" means the latest date upon which this Agreement is either entered into or renewed. "Licensing Contact" means the individual identified on the Registration Page and who shall be responsible for administering this Agreement on behalf of the Licensee. "Modifications" mean any changes or extensions introduced into the Software or otherwise based on or derived from the Software source statements by Vanderbilt. Modifications include, but are not limited to, corrections of program errors, translations and stylistic restructuring of the Software, addition or deletion of functions or enhancement of existing functions of the Software, changes or additions required to integrate the Software into other applications or to allow the Software to run under alternative operating systems or computer hardware configurations, and other adaptations of the Software. Licensee shall not make any Modifications. "Registration Page" means the portion of the web site used by Licensees to enter information permitting the licensing of the Software. "Software" means the current versions of the MEM software provided to Licensee, as available on the Effective Date for which the Licensee desires to obtain licenses as well as any Modifications made to the Software. 1. Grant Commencing on the Effective Date, and provided that Licensee abides by the terms of this Agreement, Vanderbilt hereby grants, and Licensee accepts, a limited, non-exclusive, non-transferable license to use the Software on a single machine, and to make such copies of the Software in original or modified form as are necessary for such use (but in no event may the Software be used concurrently on more than one machine). Licensee shall under no circumstances analyze for composition, structure, reverse engineer or decompile the Software or attempt to do so. These Grants are limited to Licensee’s use and does not authorize use of the Software by third parties or by anyone via the Internet or any other means. Licensee shall obtain no ownership in the Software under this Agreement, and with the exception of applying Vanderbilt-provided Modifications (or "updates"), shall not modify the Software or the accompanying documentation in any way, for any reason. Licensee shall not distribute, publish, or otherwise transfer or allow to be transferred, the Software or copies thereof, in whole or in part, without prior written permission of Vanderbilt. Licensee acknowledges and agrees that Vanderbilt Software (including Modifications) contains valuable proprietary information and trade secrets developed, licensed or acquired by Vanderbilt. 2. Use of Names Licensee shall not use the name "Vanderbilt University" or any abbreviation thereof, or the names of any Vanderbilt personnel or identifiers of the Software without prior written approval from Vanderbilt. 3. Updates Vanderbilt may provide updates to the Software, in Vanderbilt’s sole discretion, on an "as available" basis during the term of this Agreement. 4. Term This Agreement shall remain effective unless terminated as provided herein. 5. Termination This Agreement will terminate without further action by or notice from Vanderbilt for any future period for which Licensee has not abided by the terms of this Agreement including, but not limited to, the provisions of Section 6. Licensee may terminate this Agreement at any time upon written notice to Vanderbilt. Vanderbilt may terminate this Agreement immediately upon notice if Licensee is in breach of this Agreement. The provisions under which this Agreement may be terminated will be in addition to any and all other legal remedies which either party may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such party may have. Termination of this Agreement will terminate all rights and licenses granted to Licensee herein. Licensee shall certify in writing to Vanderbilt within ten (10) days after Termination Date that the Software has been destroyed. 6. Licensee Status and Obligations (a) This "Non-Exclusive Academic Software License Agreement" shall be available only to non-profit academic and/or research institutions who use the Software solely for research purposes, and not for any diagnostic or treatment purposes, and provided that such Licensee abides by the terms of this Agreement including, but not limited to, the provisions of this Section 6. In the event Licensee wishes to obtain a commercial use license, Licensee must contact Vanderbilt’s Center for Technology Transfer and Commercialization, 1207 17th Avenue South, Suite 105, Nashville, Tennessee 37212. (b) Licensee shall: (i) Not modify the Software or written materials or documentation related to the Software in any way. In particular, all Vanderbilt copyright, trademark, or other notices contained in the Software or written materials or documentation must be maintained by Licensee. (ii) Abide by all other licenses embedded within the Software and necessary for its operation as described in the files located in the ‘license_files’ directory included with the Software. (iii) Provide the developers of the Software at Vanderbilt with comprehensive feedback on the use of the Software in Licensee’s research which information Vanderbilt shall be permitted to use in evaluating and making changes to the Software. All bug reports and technical questions shall be sent to the developers of the Software. (iv) Acknowledge in its publications relating to their research utilizing the Software the contributions made by Vanderbilt and the Software. 7. Amendment of this Agreement Vanderbilt may amend this Agreement, in its sole and absolute discretion, at any time or from time-to-time during the Term. 8. Disclaimers The Software has been developed as part of research conducted at Vanderbilt University. The Software is experimental in nature and is available "AS IS," without obligation by Vanderbilt to provide Licensee services or support except as specified in this Agreement. The entire risk in using the Software is with Licensee. The Software is provided for informational purposes only and should not be used for diagnostic or treatment purposes. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VANDERBILT DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOFTWARE AND SUPPORT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF WHETHER VANDERBILT KNOWS OR HAD REASON TO KNOW OF LICENSEE’S PARTICULAR NEEDS. NO EMPLOYEE, AGENT, DEALER OR DISTRIBUTOR OF VANDERBILT IS AUTHORIZED TO MODIFY THE LIMITED WARRANTY, OR TO MAKE ANY ADDITIONAL WARRANTIES. SOME COUNTRIES AND STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY OR STATE TO STATE Vanderbilt’s entire liability and Licensee’s exclusive remedy for a breach of this Agreement shall be termination of this Agreement by returning or destroying the Software. Vanderbilt shall have no liability for consequential, exemplary, indirect, special, punitive or incidental damages whether based on contract, tort or any other legal theory, arising out of or related to this Agreement or the inability to use the Software or Limited Support, nor shall Vanderbilt be liable for any loss of data or lost profits of Licensee, even if Vanderbilt is apprised of the likelihood of such damages occurring. SOME COUNTRIES OR STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY IN THOSE JURISDICTIONS. 9. Indemnification To the extent allowed by law, Licensee shall indemnify, defend and hold harmless Vanderbilt and its officers, trustees, faculty, staff, employees, students, agents and their respective successors or assigns against any and all claims, suits, losses, damages, costs, fees and expenses resulting from Licensee’s possession and/or use of the Software (including any Modifications), including by not limited to any damages, losses or liabilities whatsoever with respect to death or injury to any person and damage to any property. This indemnification clause shall survive the termination of this Agreement. 10. Compliance with Laws Vanderbilt and Licensee will comply with all federal, state and local laws and regulations, as amended from time to time, applicable to such party’s performance of its obligations under this Agreement, including all applicable export controls and economic sanctions laws and regulations of the United States and other applicable jurisdictions. Further, because the provision of a “service” under U.S. economic sanctions is generally prohibited without a license, Vanderbilt will block the IP addresses of persons located in Iran, Syria, Republic of Sudan, Cuba, North Korea or any other country to which the provision of such services is prohibited and will take reasonable steps to exclude participation of persons identified on the U.S. Treasury Department’s List of Specially Designated Nationals, Blocked Persons and Foreign Sanction Evaders, except as licensed otherwise authorized by the U.S. Government. 11. Notices All notices required or permitted relating to a claim or breach of this Agreement shall be in writing and sent to: (i) if to the Licensee: to the Licensing Contact; and (ii) if to Vanderbilt: Center for Technology Transfer and Commercialization, 1207 17th Avenue South, Suite 105, Nashville, Tennessee 37212. Either party may change their address from time to time by written notice to the other and shall be deemed validly given upon receipt of such notice given by certified mail, postage prepaid, or personal or courier delivery. All Limited Support or other notices relating to the usage of the Software will be provided by Vanderbilt either via telephone or email. 12. General Headings are provided for convenience only. No omission or delay of either party hereto in requiring due and punctual fulfillment of the obligations of any other party hereto shall be deemed to constitute a waiver by such party of its rights to require such due and punctual fulfillment, or of any other of its remedies hereunder. Licensee shall not assign or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Vanderbilt. Vanderbilt may assign its rights or obligations hereunder without the consent of or notice to Licensee. This Agreement shall inure to the benefit of and bind successors and permitted assigns of Vanderbilt and Licensee. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions will not be in any way affected or impaired thereby. In the event either party hereto is prevented from or delayed in the performance of any of its obligations hereunder by reason of acts of God, war, strikes, riots, storms, fires or any other cause whatsoever beyond the reasonable control of the non-performing party, the non-performing party shall be excused from the performance of any such obligation to the extent and during the period of such prevention or delay. This Agreement embodies the entire understanding of the parties and supersedes all previous communications, representations, or understandings, either oral or written, between the parties relating to the subject matter hereof.