Atlas Assembler Suite License

Human Genome Sequencing Center, Baylor College of Medicine

Atlas Whole Genome Assembler Suite Non-commercial License

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	---------------------------------------------------------------- NON-COMMERCIAL LICENSE AGREEMENT This Non-commercial License Agreement (Agreement) has been adopted for use by Baylor College of Medicine (BAYLOR), a Texas non-profit corporation, for the licensing of software programs for use for internal research purposes only by individuals or employees of an academic institution or private company. 1.DEFINITIONS 1.1 The term Licensed Code shall mean the software entitled Atlas Whole Genome Assembly Suite, developed by (in alphabetical order): Rui Chen, James Durbin, Amy Egan, Paul Havlak, and Yanru Ren (collectively the Authors), employees of BAYLOR. 2.GRANT OF LICENSE 2.1 BAYLOR hereby grants to you, or the corporation or institution you represent, identified in the above form (LICENSEE), a non-exclusive and non-transferable, right and license to use, modify, prepare derivative works of and execute solely for internal, research (non-commercial) purposes, the Licensed Code. This license shall be for use only by the LICENSEE only at the site (physical address) where the code is downloaded. The foregoing license does not include the right to copy the Licensed Code, or portions thereof, to another site for any reason. 2.2 LICENSEE acknowledges that the Licensed Code, including, but not limited to, all rights under federal copyright laws, are and shall remain at all times the exclusive property of BAYLOR. Any modifications or derivative works based on the Licensed Code are and shall be considered part of the Licensed Code and ownership thereof is retained by or vested in BAYLOR. LICENSEE shall provide to BAYLOR reports of such modifications or derivative works and such modifications or derivative works shall be made available to BAYLOR upon receipt of a written request for such from BAYLOR. 2.3 LICENSEE shall not distribute or transfer the Licensed Code, or any portion thereof, to any other company, institution or individual without the prior written permission of BAYLOR. 3.NO UPGRADES/NO SERVICE/DELIVERED AS IS 3.1 It is expressly understood and agreed that the Licensed Code and Manuals will be delivered to LICENSEE on as "AS IS" basis as of the Agreement Date and that neither BAYLOR nor the Authors will be responsible for future support of the Licensed Code. 3.2 LICENSEE acknowledges that LICENSEE will not be entitled to any Licensed Code upgrades and that BAYLOR will not provide maintenance for the Licensed Code. If LICENSEE finds defects, bugs, in the Licensed Code, LICENSEE shall notify BAYLOR of the existence of the bugs. Neither BAYLOR nor the Authors shall, however, have any obligation to fix any bugs in the Licensed Code. 4.DISCLAIMER OF WARRANTY BAYLOR MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS OR MERCHANTABILITY, REGARDING OR WITH RESPECT TO THE LICENSED CODE. BAYLOR MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, OF THE PATENTABILITY OR COPYRIGHTABILITY OF ANY OF THE LICENSED CODE OR OF THE ENFORCEABILITY OF ANY PATENTS OR COPYRIGHTS ISSUING THEREUPON, IF ANY, OR THAT THE LICENSED CODE, IS OR SHALL BE FREE FROM INFRINGEMENT OF ANY PATENT, COPYRIGHT OR OTHER RIGHTS OF THIRD PARTIES. BAYLOR MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, THAT THE LICENSED CODE SATISFIES REGULATORY REQUIREMENTS. LICENSEE ACKNOWLEDGE THAT THE LICENSED CODE IS BEING LICENSED AS IS. BAYLOR HAS NOT TESTED THE LICENSED CODE FOR VIRUSES OR OTHER DEFECTS NOR HAS BAYLOR COMPLETED TESTING THE LICENSED CODE. 5.LIMITATION OF DAMAGES BAYLOR shall not be liable for any monetary damages whatsoever with respect to LICENSEE's use of the Licensed Code nor shall BAYLOR be liable for any special, indirect, incidental or consequential damages arising out of or related to this Agreement, even if BAYLOR is advised of such damages. 6.INDEMNIFICATION LICENSEE will indemnify and hold BAYLOR, BAYLOR's trustees, officers, agents, employees, students, persons holding academic appointments within BAYLOR, and affiliated hospitals (the Indemnified parties) harmless from and against any and all claims, causes of action or lawsuits for personal injury (including death), property damage, and any other losses of any nature together with related expenses (including attorney's fees) made against the Indemnified parties resulting directly or indirectly from the use or possession of the Licensed Code by LICENSEE, regardless of whether such claim, causes of action, lawsuits, other proceedings and the costs (including attorney's fees) related thereto result in whole or in part from the negligence of any of the Indemnified parties. 7. BAYLOR shall have the right to terminate this Agreement for any reason by giving ninety (90) days written notice to LICENSEE. Upon termination for any reason, LICENSEE agrees to destroy the original and all copies, including partial copies of the Program. 8. 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. 9. 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. ----------------------------------------------------------------