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| 1 | +SOFTWARE LICENSE AGREEMENT |
| 2 | +(ACADEMIC NON-COMMERCIAL RESEARCH) |
| 3 | + |
| 4 | +PARTIES |
| 5 | +1 REAL TIME GENOMICS LIMITED, of New Zealand (RTG) |
| 6 | +2 USER (User) |
| 7 | + |
| 8 | +BACKGROUND |
| 9 | + |
| 10 | +RTG owns and has intellectual property rights (including patents and |
| 11 | +patents pending) in certain software applications that enable |
| 12 | +processing and analysis of genomic data. RTG wishes to make available |
| 13 | +those applications and their source code for non-commercial use within |
| 14 | +the academic research community, on a royalty-free basis. This |
| 15 | +License Agreement sets out the terms on which RTG makes those |
| 16 | +applications, that source code and any accompanying documentation |
| 17 | +available for academic non-commercial research. |
| 18 | + |
| 19 | +1. INTERPRETATION |
| 20 | + |
| 21 | +1.1. Definitions: In this License Agreement: |
| 22 | + |
| 23 | +Applications - the software application RTG Core for genomic data |
| 24 | +analysis, which are made available by RTG on the site |
| 25 | +www.realtimegenomics.com, including any update of those applications |
| 26 | +made available by RTG. |
| 27 | + |
| 28 | +Academic Non-Commercial Research - research that is not carried out |
| 29 | +for profit or for commercial use. It includes: |
| 30 | + |
| 31 | + * sponsored academic research; |
| 32 | + |
| 33 | + * use of the Applications as part of a pipeline analysing data owned |
| 34 | + by third parties and provision of the results to those third |
| 35 | + parties, provided the User is not carrying out a commercial |
| 36 | + service and the results are not intended for commercial use. |
| 37 | + |
| 38 | +Documentation - any user and technical documentation made available by |
| 39 | +RTG on the site www.realtimegenomics.com and designed to enable the |
| 40 | +understanding, use and operation of the Applications or Source Code, |
| 41 | +including any update of that documentation made available by RTG. |
| 42 | + |
| 43 | +Intellectual Property Rights - includes copyright, and all rights |
| 44 | +conferred under statute, common law or equity in relation to |
| 45 | +inventions (including patents), registered and unregistered trade |
| 46 | +marks and designs, circuit layouts, data and databases, confidential |
| 47 | +information, know-how, and all other rights resulting from |
| 48 | +intellectual activity. Intellectual Property has a consistent |
| 49 | +meaning. |
| 50 | + |
| 51 | +Purpose - the approved purpose set out in clause 2.2. |
| 52 | + |
| 53 | +RTG - Real Time Genomics Ltd. |
| 54 | + |
| 55 | +Source Code - the source code for the Applications made available by |
| 56 | +RTG on the site github.com, including any update of that source code |
| 57 | +made available by RTG. |
| 58 | + |
| 59 | +User - a person or institution using the Applications, Source Code or |
| 60 | +Documentation. |
| 61 | + |
| 62 | +2. ACCEPTANCE AND PURPOSE |
| 63 | + |
| 64 | +2.1. Acceptance: This License Agreement sets out the terms on which |
| 65 | +the User may download and use the Applications, the Source Code and |
| 66 | +the Documentation. On downloading, using and/or continuing to use the |
| 67 | +Applications, Source Code or Documentation you accept the terms of |
| 68 | +this License Agreement and any amendments to these terms that may be |
| 69 | +made from time to time by RTG. |
| 70 | + |
| 71 | +2.2. Purpose: This License Agreement permits use of the Applications, |
| 72 | +Source Code and Documentation for Academic Non-Commercial Research |
| 73 | +only. If you wish to use the Applications, Source Code or |
| 74 | +Documentation for any other purpose, you will need to purchase a |
| 75 | +Commercial License from RTG available via email |
| 76 | +[email protected] or website www.realtimegenomics.com |
| 77 | + |
| 78 | +3. LICENSE |
| 79 | + |
| 80 | +3.1. Grant of license: RTG grants to the User a royalty-free, |
| 81 | +non-exclusive, non-transferable and non-sublicensable license to |
| 82 | +download and use the Applications, Source Code and Documentation for |
| 83 | +the Purpose, on the terms and conditions of this License Agreement. |
| 84 | + |
| 85 | +4. ACCESS CONDITIONS |
| 86 | + |
| 87 | +4.1. Permitted use: The User may use, copy and modify all or any part |
| 88 | +of the Applications, Source Code and Documentation but may not sell, |
| 89 | +commercially exploit, distribute or sublicense the Applications, |
| 90 | +Source Code or Documentation or copies or modifications of them. |
| 91 | + |
| 92 | +4.2. Conditions: The User must: |
| 93 | + |
| 94 | +a. use the Applications, Source Code and Documentation for lawful |
| 95 | +purposes only; |
| 96 | + |
| 97 | +b. ensure the Applications, Source Code and Documentation are |
| 98 | +protected at all times from unauthorized use or disclosure; |
| 99 | + |
| 100 | +c. maintain all proprietary notices on the Applications, Source Code |
| 101 | +and Documentation; |
| 102 | + |
| 103 | +d. not transfer, assign, sublicense or otherwise deal with or grant a |
| 104 | +security interest in the Applications, Source Code or Documentation or |
| 105 | +the User’s rights under this License Agreement; |
| 106 | + |
| 107 | +e. not challenge RTG’s ownership of, or Intellectual Property Rights |
| 108 | +in (including patent rights), the Applications, Source Code or |
| 109 | +Documentation; |
| 110 | + |
| 111 | +f. not copy or adapt the Applications, Source Code or Documentation so |
| 112 | +as to circumvent the need to obtain a license; |
| 113 | + |
| 114 | +g. not make any representation or warranty about the Applications, |
| 115 | +Source Code or Documentation to any third party; |
| 116 | + |
| 117 | +h. notify RTG in writing immediately on it becoming aware of any |
| 118 | +suspected unauthorized knowledge, possession or use of the |
| 119 | +Applications, Source Code or Documentation; and |
| 120 | + |
| 121 | +i. notify RTG in writing immediately on it becoming aware of any |
| 122 | +allegation by a third party that the Applications, Source Code or |
| 123 | +Documentation infringe any rights of that third party. |
| 124 | + |
| 125 | +4.3. Grant back: The User grants RTG a royalty-free, non-exclusive, |
| 126 | +perpetual, irrevocable, world-wide licence to use in any way |
| 127 | +whatsoever (including using, copying, modifying, selling, commercially |
| 128 | +exploiting, distributing or sublicensing) any modifications of the |
| 129 | +Applications, Source Code or Documentation made by the User. |
| 130 | + |
| 131 | +5. PUBLICATION |
| 132 | + |
| 133 | +5.1. Publication: The User may publish the results of any research |
| 134 | +obtained using the Applications in accordance with this License |
| 135 | +Agreement, provided any publication includes an attribution to the |
| 136 | +effect that: |
| 137 | + |
| 138 | +This research was carried out using RTG Core under an Academic |
| 139 | +Non-Commercial License granted by Real Time Genomics Ltd. |
| 140 | + |
| 141 | +6. INTELLECTUAL PROPERTY |
| 142 | + |
| 143 | +1. Ownership: RTG (or its licensors) owns all Intellectual Property |
| 144 | +Rights in the Applications, Source Code and Documentation. |
| 145 | + |
| 146 | +7. WARRANTIES |
| 147 | + |
| 148 | +7.1. NO IMPLIED WARRANTIES: RTG PROVIDES THE APPLICATIONS, SOURCE CODE |
| 149 | +AND DOCUMENTATION ON AN AS IS BASIS. ANY IMPLIED GUARANTEE, CONDITION |
| 150 | +OR WARRANTY INCLUDING THOSE AS TO THEIR NON-INFRINGEMENT OF THIRD |
| 151 | +PARTY RIGHTS, QUALITY, FITNESS FOR PURPOSE, ACCURACY OR OPERABILITY IS |
| 152 | +EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW. |
| 153 | + |
| 154 | +8. LIABILITY |
| 155 | + |
| 156 | +8.1. UNRECOVERABLE LOSS: RTG WILL NOT BE LIABLE TO ANY USER FOR ANY |
| 157 | +DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSS OR DAMAGE ARISING |
| 158 | +UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR THE |
| 159 | +APPLICATIONS, SOURCE CODE OR DOCUMENTATION. |
| 160 | + |
| 161 | +8.2. MAXIMUM LIABILITY: IN ANY CIRCUMSTANCES WHERE RTG IS HELD LIABLE |
| 162 | +UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT, OR IN RESPECT OF |
| 163 | +THE APPLICATIONS, SOURCE CODE OR DOCUMENTATION, WHETHER IN CONTRACT, |
| 164 | +TORT (INCLUDING FOR NEGLIGENCE), BREACH OF STATUTORY DUTY OR |
| 165 | +OTHERWISE, THE MAXIMUM AGGREGATE LIABILITY OF RTG TO ANY PERSON WILL |
| 166 | +NOT EXCEED US$50. |
| 167 | + |
| 168 | +8.3. Indemnity: The User indemnifies RTG against all claims, loss, |
| 169 | +damages, liabilities and costs (including, without limit, legal costs |
| 170 | +on a solicitor and own client basis) that RTG suffers or incurs as a |
| 171 | +result of the User breaching any term of this License Agreement or of |
| 172 | +the User downloading or using the Applications, Source Code or |
| 173 | +Documentation. |
| 174 | + |
| 175 | +8.4. Employees, etc: The User remains responsible for any actions of |
| 176 | +its personnel including its employees, students or other research |
| 177 | +staff. Any act or omission by the User’s personnel will be deemed to |
| 178 | +be a breach of this License Agreement if that act or omission, if |
| 179 | +carried out directly by the User, would have been a breach of this |
| 180 | +License Agreement. |
| 181 | + |
| 182 | +9. TERMINATION |
| 183 | + |
| 184 | +9.1. Termination rights: |
| 185 | + |
| 186 | +a. This License Agreement terminates automatically on the User |
| 187 | +breaching any of these terms. |
| 188 | + |
| 189 | +b. RTG may terminate this License Agreement in respect of any or all |
| 190 | +of the Applications, Source Code or Documentation by giving notice to |
| 191 | +the User or by way of providing notice on the www.realtimegenomics.com |
| 192 | +to that effect. |
| 193 | + |
| 194 | +9.2. Consequences of termination: On termination for any reason, the |
| 195 | +User must return to RTG or destroy all copies of the Applications, |
| 196 | +Source Code and Documentation in its possession or control. |
| 197 | + |
| 198 | +9.3. Obligations continuing: Clauses 4.3, 5, 6, 8, 9.2 and 9.3 and any |
| 199 | +other clauses which expressly or by implication survive termination |
| 200 | +continue after termination of this License Agreement for any reason. |
| 201 | + |
| 202 | +10. GENERAL |
| 203 | + |
| 204 | +10.1. Waiver: To waive a right under this License Agreement, that |
| 205 | +waiver must be in writing and signed by the waiving party. |
| 206 | + |
| 207 | +10.2. Relationship: No relationship (e.g. contractor, employment, |
| 208 | +joint venture, agency, trust or partnership) between RTG and the User, |
| 209 | +other than the limited licensor/licensee relationship expressly set |
| 210 | +out in these terms, exists under this License Agreement. |
| 211 | + |
| 212 | +10.3. Severability: Any illegality, unenforceability or invalidity of |
| 213 | +any provision or severable part of any provision of this License |
| 214 | +Agreement does not affect the legality, enforceability or validity of |
| 215 | +the remaining provision or provisions of this License Agreement. |
| 216 | + |
| 217 | +10.4. Notices: Any notices to be given to RTG under this License |
| 218 | +Agreement may be made by sending an email to |
| 219 | + |
| 220 | + |
| 221 | +10.5. Variation: Any variation to this License Agreement, other than |
| 222 | +that made by RTG by way of update on www.realtimegenomics.com and/or |
| 223 | +github.com, must be in writing and signed by both parties. |
| 224 | + |
| 225 | +10.6. Entire agreement: This License Agreement sets out everything |
| 226 | +agreed by the parties relating to its subject matter and supersedes |
| 227 | +and cancels anything discussed, exchanged or agreed prior to its |
| 228 | +start. |
| 229 | + |
| 230 | +10.7. Assignment: RTG may assign, transfer or sublicense any of its |
| 231 | +rights or obligations under this License Agreement without consent |
| 232 | +from any User. |
| 233 | + |
| 234 | +10.8. Law: This License Agreement is governed by, and must be |
| 235 | +interpreted in accordance with, the laws of the State of California, |
| 236 | +without regard to conflicts of law principles. Each party submits to |
| 237 | +the non-exclusive jurisdiction of the Courts of the State of |
| 238 | +California in relation to any dispute connected with this License |
| 239 | +Agreement. The parties agree that the Convention for the |
| 240 | +International Sale of Goods does not apply. |
| 241 | + |
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