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LICENSE.txt
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LICENSE.txt
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Copyright © 2016 Insilico Medicine Inc.
iPANDA - Terms and conditions
1. Preamble: This Agreement, signed on Nov 7, 2016 (hereinafter: Effective Date)
governs the relationship between Licensee, a Business Entity, (hereinafter:
Licensee) and Insilico Medicine Inc., a duly registered company in whose
principal place of business is Johns Hopkins University, ETC B301, 1101 East
33rd St. Baltimore, MD 21218 (hereinafter: Licensor). This Agreement sets the
terms, rights, restrictions and obligations on using iPANDA (hereinafter: The
Software) created and owned by Licensor, as detailed herein
2. License Grant: Licensor hereby grants Licensee a Personal, Non-assignable &
non-transferable, Pepetual, Non-commercial, Including the rights to create but
not distribute derivative works, Non-exclusive license, all with accordance with
the terms set forth and other legal restrictions set forth in 3rd party software
used while running Software.
2.1. Limited: Licensee may use Software for the purpose of:
2.1.1. Running Software on Licensee’s Website[s] and Server[s];
2.1.2. Allowing 3rd Parties to run Software on Licensee’s Website[s] and
Server[s];
2.1.3. Publishing Software’s output to Licensee and 3rd Parties;
2.1.4. Distribute verbatim copies of Software’s output (including
compiled binaries);
2.1.5. Modify Software to suit Licensee’s needs and specifications.
2.2. This license is granted perpetually, as long as you do not materially
breach it.
2.3. Binary Restricted: Licensee may sublicense Software as a part of a
larger work containing more than Software, distributed solely in Object or
Binary form under a personal, non-sublicensable, limited license. Such
redistribution shall be limited to unlimited codebases.
2.4. Non Assignable & Non-Transferable: Licensee may not assign or transfer
his rights and duties under this license.
2.5. Non-Commercial: Licensee may not use Software for commercial purposes.
for the purpose of this license, commercial purposes means that a 3rd party
has to pay in order to access Software or that the Website that runs
Software is behind a paywall.
2.6. Including the Right to Create Derivative Works: Licensee may create
derivative works based on Software, including amending Software’s source
code, modifying it, integrating it into a larger work or removing portions
of Software, as long as no distribution of the derivative works is made
3. Term & Termination: The Term of this license shall be until terminated.
Licensor may terminate this Agreement, including Licensee’s license in the case
where Licensee:
3.2. became insolvent or otherwise entered into any liquidation process; or
3.3. exported The Software to any jurisdiction where licensor may not
enforce his rights under this agreements in; or
3.4. Licensee was in breach of any of this license's terms and conditions
and such breach was not cured, immediately upon notification; or
3.5. Licensee in breach of any of the terms of clause 2 to this license; or
3.6. Licensee otherwise entered into any arrangement which caused Licensor
to be unable to enforce his rights under this License.
4. Payment: In consideration of the License granted under clause 2, Licensee
shall pay Licensor a fee, via Credit-Card, PayPal or any other mean whic
h Licensor may deem adequate. Failure to perform payment shall construe as
material breach of this Agreement.
5. Upgrades, Updates and Fixes: Licensor may provide Licensee, from time to
time, with Upgrades, Updates or Fixes, as detailed herein and according to his
sole discretion. Licensee hereby warrants to keep The Software up-to-date and
install all relevant updates and fixes, and may, at his sole discretion,
purchase upgrades, according to the rates set by Licensor. Licensor shall
provide any update or Fix free of charge; however, nothing in this Agreement
shall require Licensor to provide Updates or Fixes.
5.1. Upgrades: for the purpose of this license, an Upgrade shall be a
material amendment in The Software, which contains new features and or major
performance improvements and shall be marked as a new version number. For
example, should Licensee purchase The Software under version 1.X.X, an
upgrade shall commence under number 2.0.0.
5.2. Updates: for the purpose of this license, an update shall be a minor
amendment in The Software, which may contain new features or minor
improvements and shall be marked as a new sub-version number. For example,
should Licensee purchase The Software under version 1.1.X, an upgrade shall
commence under number 1.2.0.
5.3. Fix: for the purpose of this license, a fix shall be a minor amendment
in The Software, intended to remove bugs or alter minor features which
impair the The Software's functionality. A fix shall be marked as a new
sub-sub-version number. For example, should Licensee purchase Software under
version 1.1.1, an upgrade shall commence under number 1.1.2.
6. Support: Software is provided under an AS-IS basis and without any support,
updates or maintenance. Nothing in this Agreement shall require Licensor to
provide Licensee with support or fixes to any bug, failure, mis-performance or
other defect in The Software.
6.1. Bug Notification: Licensee may provide Licensor of details regarding
any bug, defect or failure in The Software promptly and with no delay from
such event; Licensee shall comply with Licensor's request for information
regarding bugs, defects or failures and furnish him with information,
screenshots and try to reproduce such bugs, defects or failures.
6.2. Feature Request: Licensee may request additional features in Software,
provided, however, that (i) Licensee shall waive any claim or right in such
feature should feature be developed by Licensor; (ii) Licensee shall be
prohibited from developing the feature, or disclose such feature request, or
feature, to any 3rd party directly competing with Licensor or any 3rd party
which may be, following the development of such feature, in direct
competition with Licensor; (iii) Licensee warrants that feature does not
infringe any 3rd party patent, trademark, trade-secret or any other
intellectual property right; and (iv) Licensee developed, envisioned or
created the feature solely by himself.
7. Liability: To the extent permitted under Law, The Software is provided under
an AS-IS basis. Licensor shall never, and without any limit, be liable for any
damage, cost, expense or any other payment incurred by Licensee as a result of
Software’s actions, failure, bugs and/or any other interaction between The
Software and Licensee’s end-equipment, computers, other software or any 3rd
party, end-equipment, computer or services. Moreover, Licensor shall never be
liable for any defect in source code written by Licensee when relying on The
Software or using The Software’s source code.
8. Warranty:
8.1. Intellectual Property: Licensor hereby warrants that The Software does
not violate or infringe any 3rd party claims in regards to intellectual
property, patents and/or trademarks and that to the best of its knowledge no
legal action has been taken against it for any infringement or violation of
any 3rd party intellectual property rights.
8.2. No-Warranty: The Software is provided without any warranty; Licensor
hereby disclaims any warranty that The Software shall be error free, without
defects or code which may cause damage to Licensee’s computers or to
Licensee, and that Software shall be functional. Licensee shall be solely
liable to any damage, defect or loss incurred as a result of operating
software and undertake the risks contained in running The Software on
License’s Server[s] and Website[s].
8.3. Prior Inspection: Licensee hereby states that he inspected The Software
thoroughly and found it satisfactory and adequate to his needs, that it does
not interfere with his regular operation and that it does meet the standards
and scope of his computer systems and architecture. Licensee found that The
Software interacts with his development, website and server environment and
that it does not infringe any of End User License Agreement of any software
Licensee may use in performing his services. Licensee hereby waives any
claims regarding The Software's incompatibility, performance, results and
features, and warrants that he inspected the The Software.
9. No Refunds: Licensee warrants that he inspected The Software according to
clause 7(c) and that it is adequate to his needs. Accordingly, as The Software
is intangible goods, Licensee shall not be, ever, entitled to any refund,
rebate, compensation or restitution for any reason whatsoever, even if The
Software contains material flaws.
10. Indemnification: Licensee hereby warrants to hold Licensor harmless and
indemnify Licensor for any lawsuit brought against it in regards to Licensee’s
use of The Software in means that violate, breach or otherwise circumvent this
license, Licensor's intellectual property rights or Licensor's title in The
Software. Licensor shall promptly notify Licensee in case of such legal action
and request Licensee’s consent prior to any settlement in relation to such
lawsuit or claim.
11. Governing Law, Jurisdiction: Licensee hereby agrees not to initiate
class-action lawsuits against Licensor in relation to this license and to
compensate Licensor for any legal fees, cost or attorney fees should any claim
brought by Licensee against Licensor be denied, in part or in full.
12. Additional terms and conditions:
In case of publishing any results, which were obtained using this software,
the licensee is obliged to cite the paper describing the approach utilized
in this software as follows:
Ozerov I.V. et al., 2016, Nature Communications, 'In silico Pathway
Activation Network Decomposition Analysis (iPANDA) as a method for
biomarker development'.
The citation may be provided in any other style, which complies to the
publisher policies.