Dr. Peter Park, an investigator of Children’s Hospital Boston, has created the Meerkat software that provides a method to analyze structural variations from whole-genome sequencing data (“Software”).
Using the Software indicates your agreement to be bound by the terms of this Software Use Agreement (“Agreement”). Absent your agreement to the terms below, you (the “End User”) have no rights to hold or use the Software whatsoever.
CHB agrees to grant hereunder the limited non-exclusive license to End User for the use of the Software in performance of End User’s internal, non-profit research at End User’s institution on the following terms and conditions:
NO REDISTRIBUTION. Software remains the property CHB and End User shall not publish, distribute, or otherwise transfer or make available the Software to any other party.
NO COMMERCIAL USE. The End User shall not use Software for commercial purposes and any such use hereunder this license is explicitly prohibited. This includes, but is not limited to, use of Software in fee for service core laboratories or to provide services to, or commercial sponsored research for third parties for a fee. If End User wish to use Software for any commercial purposes, End User will need to execute a separate licensing agreement with the CHB. Requests for the use of Software for commercial purposes, please contact:
Technology & Innovation Development Office
Children’s Hospital Boston
300 Long wood Avenue
Boston MA 02155
OWNERSHIP AND COPYRIGHT NOTICE. CHB owns all intellectual property in the Software. End User shall gain no ownership to the Software. End User shall not remove or delete and shall retain in the Software and any modifications to Software, the copyright, trademark, or other notices pertaining to Software as provided with the Software.
FEEDBACK. In order to improve the Software, comments from End Users may be useful. End User agrees to provide Dr. Peter Park with feedback on the End User’s use of the Software e.g. any bugs in the Software, the user experience etc. Dr. Peter Park and CHB are permitted to use such information provided by End User in making changes and improvements to the Software without compensation or an accounting to End User.
NON ASSERT. End User acknowledges that Dr. Peter Park and CHB may develop modifications to Software that may be based on the feedback provided by End User under Section 4. Dr. Peter Park and CHB shall not be constrained in any way by End User regarding CHB's use of such information. End User acknowledges the right of Dr. Peter Park and CHB to prepare, publish and or use modifications to the Software that may be substantially similar or functionally equivalent to End User’s modifications, and/or improvements if any. In the event that End User obtains patent protection for any modification or improvement to Software, End User agrees not to allege or enjoin infringement of End User’s patent against Dr. Peter Park, CHB, or any of its researchers, medical or research staff, officers, directors and employees.
PUBLICATION & ATTRIBUTION. End User has the right to publish, present, or share, results from the use of the Software. If utilization of the Software results in outcomes which will be published, End User shall acknowledge Dr. Peter Park as the provider of the Software, shall specify the version of Software used and cite the following reference:
Lixing Yang, Lovelace J. Luquette, Nils Gehlenborg, Ruibin Xi, Psalm S. Haseley,
Chih-Heng Hsieh, Chengsheng Zhang, Xiaojia Ren, Alexei Protopopov, Lynda Chin,
Raju Kucherlapati, Charles Lee, Peter J. Park.
Diverse mechanisms of somatic structural variations in human cancer genomes.
Cell. 153: 919-929.
NO CLINICAL USE. The Software is for academic research use only and it is not approved for clinical, diagnostic or treatment purposes. End User shall not use the Software for clinical, diagnostic or treatment purposes and any such uses are expressly prohibited.
NO WARRANTIES. The Software is experimental in nature and is made available "AS IS," without obligation by CHB to provide accompanying services or support. Any risk associated with use of the Software is at the sole risk of Institution and End User. CHB and Dr. Peter Park make no warranties, expressed or implied, regarding the quality of any product produced under this Agreement. Under no circumstances, shall CHB or Dr. Peter Park be liable for incidental, special, indirect, direct or consequential damages or loss of profits, interruption of business, or related expenses which may arise from the use of the Software, including but not limited to those resulting from defects in Software and/or documentation, or loss or inaccuracy of data of any kind.
CHB AND DR.PETER PARK EACH EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES CONCERNING SOFTWARE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE, AND WARRANTIES OF PERFORMANCE, OR WARRANTY OF NON-INFRINGEMENT ,AND ANY WARRANTY THAT MIGHT OTHERWISE ARISE FORM COURSE OF DEALING OR USAGE OF TRADE. NO WARRANTY IS EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE USE OF THE SOFTWARE.
INDEMNIFICATION. To the extent permitted by law, End User shall indemnify, defend and hold harmless CHB, its corporate affiliates, current or future directors, trustees, officers, faculty, medical and professional staff, employees, students and agents and their respective successors, heirs and assigns (the "Indemnitees"), against any liability, damage, loss or expense (including reasonable attorney's fees and expenses of litigation) incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising from End User’s use of the Software except to the extent caused by the gross negligence or willful misconduct of CHB, its corporate affiliates, current or future directors, trustees, officers, faculty, medical and professional staff, employees, students and agents and their respective successors, heirs and assigns.
This Section 9 indemnification clause shall survive expiration or termination of this Agreement.
GOVERNING LAW. This Agreement shall be construed and governed by the laws of the Commonwealth of Massachusetts regardless of otherwise applicable choice of law standards.
NON-USE OF NAME. Other than permitted under Sections 3 and 6, the End User shall not use the name of CHB or any corporate affiliate in any publicity, advertising, or news release without the prior written approval of the authorized representative of CHB.