Academic Non-commercial Software License Agreement for i-Adhore
This software license agreement (hereinafter the “Agreement”) is entered into by and between Flanders Interuniversity Institute for Biotechnology vzw (hereinafter “VIB”) located at Rijvisschestraat 120, B-9052 Zwijnaarde, Belgium and [Name Institute], located at [Address Institute] (hereinafter “LICENSEE”).
WHEREAS VIB owns or has rights in certain software described in Exhibit A, attached hereto (hereinafter “Licensed Software”), and VIB desires to license said software so that it becomes available for academic research use.
WHEREAS LICENSEE desires to acquire a non-exclusive license to use the Licensed Software for internal non-commercial research purposes only.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
- Licensed Software is the work of Cedric Simillion, Yvan Saeys and Klaas Vandepoele. The copyright in Licensed Software is owned by VIB and Universiteit Gent. Universiteit Gent has given VIB the right to distribute Licensed Software.
- As soon as practically possible after the execution of this Agreement, VIB shall provide LICENSEE with Licensed Software. Licensed Software shall be provided to LICENSEE as source code.
- Subject to the terms and conditions of this Agreement VIB hereby grants and LICENSEE accepts a non-exclusive, non-transferable license to use the Licensed Software for strictly internal, non-commercial research use only.
- LICENSEE confirms to be an academic user. For academic users, there is no license fee.
- LICENSEE shall acknowledge VIB as the provider of Licensed Software and shall include a reference to Vandepoele et al. (2002) Genome Res. 12, 1792-1801 in any manuscript describing data obtained using Licensed Software.
- This license does not entitle LICENSEE to receive from VIB hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Licensed Software, and nothing contained herein shall be interpreted as to require VIB, its faculty, employees or students to provide maintenance, installation services, debugging, consultation or end-user support of any kind. Any support that may be given by the authors on voluntary basis is provided “as is” and VIB makes no representations or warranties of any type whatsoever, express or implied, regarding the provided support.
- The title and copyright to Licensed Software and any associated programs and documentation shall remain with VIB and Universiteit Gent. LICENSEE agrees to preserve the same.
- LICENSEE agrees to place the appropriate copyright notice on any such copies.
- LICENSEE shall not distribute Licensed Software to other laboratories within LICENSEE’s institution. LICENSEE shall not transfer Licensed Software to another location or person outside of LICENSEE’s institution without VIB’s prior and written permission.
- LICENSEE shall not market or otherwise benefit commercially from any product utilizing any portion of Licensed Software, nor any derivative works of Licensed Software, without first entering into a separate commercial license with VIB.
- LICENSEE is permitted to modify and create derivative works of Licensed Software (collectively hereinafter referred to as “Derived Software”), provided that:
(i) LICENSEE shall use Derived Software and any copies thereof, only for internal research purposes; and
(ii) LICENSEE shall not transfer Derived Software to another location or person outside of LICENSEE’s institution without VIB’s prior and written permission; and
(iii) LICENSEE shall provide VIB with a copy of Derived Software for VIB’s internal research use.
- LICENSEE acknowledges that the Licensed Software is proprietary to VIB. The software code shall be treated as trade secrets and confidential information of VIB, and LICENSEE agrees to use all reasonable efforts to hold the same in confidence. LICENSEE’s obligation for confidentiality shall not extend to any information which (i) is or becomes generally available to the public, (ii) is already known to or subsequently disclosed by third parties to LICENSEE and at its free disposal, or (iii) is independently developed by LICENSEE or its affiliates without the use of the confidential information disclosed by VIB, or (iv) is required by law or legal process to be disclosed.
- LICENSEE acknowledges that Licensed Software is a research tool and provided free of charge, it is only provided “as is”. VIB makes no representations or warranties of any type whatsoever, express or implied, regarding the Licensed Software. VIB expressly disclaims all representations and warranties regarding the Licensed Software, including but not limited to any representations or warranties of merchantability or fitness for any particular application or that the use of the Licensed Software will not infringe any patents, copyrights or trademarks or other rights of third parties, or any warranty that the rights and licenses granted hereunder comprise all the rights and licenses necessary or desirable to use the Licensed Software for internal non-commercial research purposes as permitted by this Agreement. The entire risk as to the quality and performance of the Licensed Software is borne by LICENSEE.
- VIB shall not be responsible for losses of any kind resulting from the use of Licensed Software, 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 by any deficiency, defect or error in Licensed Software or mal-function thereof, nor any incidental or consequential damages, however caused.
- LICENSEE will indemnify, defend and hold harmless VIB, its directors, officers, employees and agents from and against all liability, losses, damages and expenses (including attorney’s fees and costs) arising out of any claims, demands, actions or other proceedings made or instituted by any third party against any of them and arising out of or relating to any breach of this Agreement by LICENSEE, or any use of the Licensed Software by LICENSEE, except insofar as such claims or liability result from VIB’s gross negligence or willful misconduct.
- This Agreement and the license rights granted herein shall become effective as of the date this Agreement is executed by both parties and shall continue in full force unless terminated in accordance with this Section. Upon one party's breach of any agreement, covenant, or representation made in this Agreement, the agreement will automatically end thirty (30) days after such breach. Either party shall have the right, at any time, to terminate this Agreement without cause by written notice to the other party specifying the date of termination. Upon termination, LICENSEE shall destroy all full and partial copies of the Licensed Software. LICENSEE shall forward written notice to VIB that all programs containing Licensed Software have been deleted from all computer libraries and storage or memory devices and are no longer stored therein.
- This Agreement shall be construed in accordance with the laws of Belgium. The courts of Belgium shall have exclusive jurisdiction.
- The parties agree that this Agreement is the complete and exclusive agreement among the parties and supersedes all proposals and prior agreements whether written or oral, and all other communications among the parties relating to the subject matter of this Agreement. This Agreement cannot be modified except in writing and signed by both parties. Failure by either party at any time to enforce any of the provisions of this Agreement shall not constitute a waiver by such party of such provision nor in any way affect the validity of this Agreement.
- The invalidity of singular provisions does not affect the validity of the entire understanding. The parties are obligated, however, to replace the invalid provisions by a regulation, which comes closest to the economic intent of the invalid provision. The same shall apply mutatis mutandis in case of a gap.