| Copyright (c) 2000-2003, Whitehead Institute for Biomedical |
| Research; 2003-2006 Massachusetts Institute of Technology. |
| |
| Redistribution and use in source and binary forms are subject to the |
| terms of the following license agreement. |
| |
| ---------------------------------------------------------------- |
| *** (PROGRAM NAME) LICENSE AGREEMENT *** |
| |
| This License Agreement (the "Agreement") is made between the |
| Massachusetts Institute of Technology, a not-for-profit organization |
| and the licensing agent for the Whitehead Institute for Biomedical |
| Research ("WHITEHEAD") with a principal address at 77 Massachusetts |
| Avenue, Cambridge, MA 02139 ("M.I.T."), and the individual |
| downloading this program ("YOU"), and is effective at the date the |
| downloading is completed ("Effective Date"). WHITEHEAD and M.I.T. |
| are the owners of certain rights, title, and interest in the |
| computer program entitled (PROGRAM NAME) and related documentation, if |
| any, as they exist on the Effective Date and as can be downloaded |
| from http://www.broad.mit.edu/wga/ on the Effective Date (the |
| "Program"). YOU wish to obtain and M.I.T. agrees to grant, on its |
| own behalf and on behalf of WHITEHEAD, a non-exclusive license to |
| use and modify the program for internal research and educational |
| purposes only under the terms of the Agreement. M.I.T. and YOU, in |
| consideration of the above, agree as follows: |
| |
| 1. M.I.T. hereby grants to YOU, on the Effective Date, nonexclusive |
| rights to use, reproduce, modify, and display the source code and |
| executable code of the Program for internal research and educational |
| purposes only, without any rights whatsoever to redistribute the |
| program, under the terms and conditions of the Agreement. WHITEHEAD |
| and M.I.T. retain all ownership rights in the Program, including |
| patent rights, copyrights, and licensing rights. YOU may retain |
| ownership in Modifications created by YOU, provided that YOU hereby |
| grant to WHITEHEAD and M.I.T. a non-exclusive, royalty-free, |
| irrevocable, perpetual license to use reproduce, modify, display, |
| and distribute the source code and executable code in all such |
| Modifications. YOU agree to forward to M.I.T. any and all |
| Modifications, sending such Modifications to: (PROGRAM NAME), Broad |
| Institute, 7 Cambridge Center, Cambridge, MA 02142, or in |
| electronic form to: wga@broad.mit.edu. YOU shall be entitled to |
| establish all proprietary rights for itself in the Modifications, |
| provided that proper copyright attributions are maintained. No |
| rights, express or implied, for use other than specified in this |
| Agreement are transferred. |
| |
| 2. YOU agree to restrict the use of the Program to yourself for |
| research and educational purposes only. YOU agree to use the |
| Program only at the site where the Program is downloaded. YOU agree |
| that the Program will not be used as the basis of a commercial |
| software or hardware product and that the same will not be rewritten |
| in another computer language or otherwise adapted to circumvent the |
| need for obtaining a license from M.I.T. for use of the Program |
| other than as specified by this Agreement. |
| |
| 3. The name of the Whitehead Institute, the "Broad Institute" or |
| M.I.T. may not be used to endorse or promote products derived from |
| this software. YOU agree to acknowledge use of the Program in any |
| publication resulting from use of the Program according to academic |
| tradition. |
| |
| 4. YOU acknowledge that title to the Program (including copyright) |
| will remain with WHITEHEAD and M.I.T. and that any copies of the |
| Program or portions of the Program made by YOU shall include |
| WHITEHEAD and M.I.T. copyright notices in the same format and |
| location as the copy received by YOU under this agreement. |
| |
| 5. YOU accept the above materials on an "AS IS" basis. M.I.T. and |
| WHITEHEAD are under no obligation to load the Program onto YOUR |
| machines, test for proper operation, perform any debugging, make any |
| corrections, provide maintenance, provide any updates, or assist in |
| the understanding or use of the Program. The Program is a research |
| program, and M.I.T. and WHITEHEAD do not represent that it is free |
| of errors or bugs or suitable for any particular tasks. |
| |
| 6. YOU AGREE THAT THE RIGHTS GRANTED HEREUNDER ARE MADE AVAILABLE |
| WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, BUT |
| NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS |
| FOR A PARTICULAR PURPOSE, AND FURTHER INCLUDING NO WARRANTY AS TO |
| CONFORMITY WITH WHATEVER USER MANUALS OR OTHER LITERATURE MAY BE |
| ISSUED FROM TIME TO TIME. NOTHING IN THIS AGREEMENT SHALL BE |
| CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY M.I.T. OR |
| WHITEHEAD THAT THE PRACTICE BY YOU OF THE LICENSE GRANTED HEREUNDER |
| SHALL NOT INFRINGE THE PATENT RIGHTS, COPYRIGHTS, OR OTHER |
| INTELLECTUAL PROPERTY RIGHTS OF M.I.T., WHITEHEAD, OR ANY THIRD |
| PARTY. |
| |
| IN NO EVENT SHALL M.I.T., WHITEHEAD, OR THEIR RESPECTIVE TRUSTEES, |
| DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND ASSOCIATES BE LIABLE FOR |
| INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC |
| DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER |
| M.I.T. OR WHITEHEAD SHALL BE ADVISED, SHALL HAVE OTHER REASON TO |
| KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY. |
| |
| 7. To the extent allowed by law, YOU shall at all times during the |
| term of this Agreement and thereafter, indemnify, defend and hold |
| harmless M.I.T., WHITEHEAD, and their respective trustees, |
| directors, officers, employees, agents and affiliates, against all |
| claims, proceedings, demands, and liabilities of any kind |
| whatsoever, including legal expenses and reasonable attorneys fees, |
| arising out of, connected with, resulting from or sustained as a |
| result of use of the Program by YOU. In no event shall M.I.T. or |
| WHITEHEAD be liable for special, direct, indirect or consequential |
| damages, losses, costs, charges, claims, demands, fees, or expenses |
| of any nature or kind. |
| |
| 8. This Agreement shall be construed, governed, interpreted, and |
| applied in accordance with the laws of the Commonwealth of |
| Massachusetts, U.S.A. |
| |
| 9. The term of this Agreement is one year (the "Term"). At the end |
| of the Term, the Agreement shall be automatically renewed under the |
| same terms and conditions unless M.I.T. indicates otherwise. M.I.T. |
| shall have the right to terminate this Agreement for any reason by |
| giving thirty (30) days written notice to YOU. Upon termination for |
| any reason, YOU agree to destroy the original and all copies, |
| including partial copies, of the Program. |
| |
| 10. The parties agree that this Agreement is the entire Agreement, |
| and shall not be subject to any change or modification except in |
| writing by both parties. |
| |
| 11. The provisions of this Agreement are severable, and if any |
| provisions of this Agreement are determined to be invalid or |
| unenforceable, such determination shall not in any way affect the |
| validity or enforceability of the remaining provisions. |