MULTI-DIMENSIONAL SYNERGY OF COMBINATIONS (MuSyC)
END USER LICENSE AGREEMENT
PLEASE CAREFULLY READ THE FOLLOWING AGREEMENT. BY SELECTING “I ACCEPT”, YOU INDICATE YOUR ACCEPTANCE OF ITS TERMS AND CONDITIONS AND AGREE TO BE BOUND AS SET FORTH HEREIN. YOU REPRESENT AND WARRANT THAT YOU HAVE THE REQUISITE AUTHORITY AND LEGAL CAPACITY TO BIND YOUR ORGANIZATION TO THIS AGREEMENT. THE LICENSE IS FOR USE BY THE ACADEMIC NOT-FOR PROFIT INSTITUTIONS. BY SELECTING “I ACCEPT", YOU ARE REPRESENTING THAT YOUR INSTITUTION MEETS THE CRITERIA OF A NOT-FOR-PROFIT INSTITUTION.
This End User License Agreement (the “Agreement”) by and between VANDERBILT UNIVERSITY, a Tennessee non-profit corporation, having its principal place of business at 1207 17th Avenue South, Suite 105, Nashville, Tennessee 37212 (“Vanderbilt”) and your organization (“Licensee”) through you constitutes a legally binding agreement and governs your and your organization’s use of the Software (as defined below).
1.1 “Confidential Information” means any and all technical and non-technical documentation related to the Software provided by Vanderbilt to Licensee that is not generally available to the public. Confidential Information shall include, but is not limited to the know-how, proprietary information, algorithms, models, formulae, software code.
1.2 “Software” means the web-based access for Multi-Dimensional Synergy Of Combinations (MuSyC) in existence as of the Effective Date licensed by Vanderbilt to Licensee, including all associated documentation.
1.3 "Non-Commercial Research Purposes" means for internal research, internal operations and internal educational purposes only, which research, operational or educational uses are to be conducted by Licensee in a manner consistent with its tax-exempt status and does not include research funded by commercial (for profit) organizations, and shall not include use of the Software as the basis for providing a contract or other services to any entity.
1.4 “Licensee Registration Page” means the portion of the website https://musyc.lolab.xyz/ used by Licensee to enter information permitting the licensing of the Software.
2. Software License; Restrictions.
2.1 License. Subject to the terms and conditions of this Agreement and the restrictions on use for Non-Commercial Research Purposes only, as set forth in Section 2.2 below, Vanderbilt hereby grants to Licensee, and Licensee hereby accepts, a limited, non-transferable, non-exclusive right and license to use the Software subject to the restrictions set forth in this Agreement and for the term of the Agreement. The Software provided hereunder are proprietary to Vanderbilt and title thereto remains in Vanderbilt. Other than the rights in and to the Software granted to Licensee hereunder, Licensee acquires no rights in the Software, including patents, copyrights, trademarks and trade secrets, if any, embodied therein. Licensee acknowledges and agrees that the Software contains valuable proprietary information and trade secrets developed or acquired by Vanderbilt. Licensee shall secure and protect the Software in a manner consistent with the maintenance of Vanderbilt’s rights therein and to take reasonable action by instruction with its employees or independent contractors who are permitted access to the Software to satisfy its obligations hereunder. Vanderbilt has not provided Licensee with a copy of, and Licensee acquires no rights of any kind with respect to, the Software source code. Licensee acknowledges that the Software may contain elements that are available royalty-free or are otherwise available from the public domain or a third party and are not owned by Vanderbilt (“Third Party Open Software”). Such Third Party Open Software, if any, is included “as is,” without permission to use, reproduce, distribute or prepare derivative works from the owner of such software, and Vanderbilt makes no representation or warranty that such acts by Licensee will not infringe rights of such owners or third parties.
2.2 Restrictions on Use. Licensee shall only use the Software for Non-Commercial Research Purposes. Licensee shall not do or attempt to do any of the following: (i) modify, adapt, merge, decompile, disassemble or reverse engineer the Software or any part thereof (or otherwise attempt to create or divulge any related source code); (ii) create derivative works based on the Software; (iii) utilize the Software to provide medical care (iv) make copies of the Software except as otherwise permitted herein; (v) sublicense, rent, lease, lend, export or otherwise transfer the Software to any third party or to use in any country where prohibited by applicable law; (vi) provide remote processing or service bureau services utilizing the Software; (vii) allow any unauthorized third party to implement, access, or operate the Software; or (viii) remove or permit to be removed any labeling required by applicable law or other proprietary, confidential, or copyright notices, markings, or legends. Licensee shall only use the Software in accordance with applicable federal, state and local laws and regulations. Licensee shall defend, indemnify and hold Vanderbilt and its successors or assigns harmless from and against all claims, liabilities and expenses (including reasonable attorneys’ fees) related to any third-party claims against Vanderbilt and its successors or assigns with respect to the matters set forth in this Section 2.2. This indemnification obligation shall survive the termination or expiration of this Agreement.
3. Limited Support; Updates. Licensee may request reasonable assistance to the Software, by email, which Vanderbilt may make available from time to time within its sole discretion (“Limited Support”). Limited Support is provided by e-mail queries to firstname.lastname@example.org or other contact point as may be designated by Vanderbilt from time to time.
4. Limited Warranty; Disclaimers; Limitations of Liability.
4.1 Warranty on Use. Licensee hereby warrants and represents to Vanderbilt that it is a non-profit organization, and is therefore eligible to accept the licenses granted herein, and will not use the Software or Confidential Information for any purpose other than Non-Commercial Research Purposes.
4.2 Disclaimer. THE SOFTWARE IS PROVIDED “AS IS” AND WITHOUT WARRANTY. VANDERBILT DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOFTWARE AND SUPPORT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF WHETHER VANDERBILT KNOWS OR HAD REASON TO KNOW OF LICENSEE’S PARTICULAR NEEDS. NO EMPLOYEE, AGENT, DEALER OR DISTRIBUTOR OF VANDERBILT IS AUTHORIZED TO MODIFY THE LIMITED WARRANTY, OR TO MAKE ANY ADDITIONAL WARRANTIES. SOME COUNTRIES AND STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY OR STATE TO STATE.
4.3 Limitation of Liability. Vanderbilt’s entire liability and Licensee’s exclusive remedy for a breach of this Agreement shall be termination of this Agreement. Vanderbilt shall have no liability for consequential, exemplary, indirect, special or incidental damages whether based on contract, tort or any other legal theory, arising out of or related to this Agreement or the inability to use the Software or Limited Support, nor shall Vanderbilt be liable for any loss of data or lost profits of Licensee, even if Vanderbilt is apprised of the likelihood of such damages occurring. SOME COUNTRIES OR STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.
5. Confidentiality. Licensee may only use the Confidential Information solely for the purpose of Non-Commercial Research. Licensee shall not disclose the Confidential Information except to those persons having a need to know for purposes authorized in this Section 5. Licensee shall take appropriate action, by instruction to or agreement with its employees, agents and subcontractors, to maintain the confidentiality of the Confidential Information. Licensee shall promptly notify Vanderbilt in the event that the Licensee learns of an unauthorized release or use of Confidential Information. The parties acknowledge that monetary remedies may be inadequate to protect rights in Confidential Information and that, in addition to legal remedies otherwise available, injunctive relief is an appropriate judicial remedy to protect such rights. Licensee shall provide reasonable assistance and cooperation upon the reasonable request of Vanderbilt in connection with any litigation against third parties to protect the Confidential Information, provided that Vanderbilt shall reimburse the Licensee for its reasonable out-of-pocket expenses.
6. Assignment. Licensee shall not assign or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise. Vanderbilt may assign its rights or obligations hereunder without the consent of or notice to Licensee. This Agreement shall inure to the benefit of and bind successors and permitted assigns of Vanderbilt.
7. Term; Termination; Survival.
7.1 Term; Termination. This Agreement takes effect upon the date on which the Licensee’s affirmative acceptance of this Agreement by selecting "I Accept" on the Licensee Registration Form to access the Software and remains effective for one (1) year or until terminated as provided in this Agreement. Licensee may terminate this Agreement at any time by notifying Vanderbilt. This Agreement will also automatically terminate if Licensee fails to comply with any term or condition of this Agreement. Vanderbilt shall have the right to terminate this Agreement, at its discretion, for any reason upon providing Licensee with thirty (30) days advance notice.
7.2 Obligations upon Termination. Upon termination of this Agreement, the license granted to Licensee shall immediately terminate and Licensee shall: (i) immediately discontinue any and all use of the Software; (ii) certify in writing to Vanderbilt that Licensee has completed the foregoing and that no access to the Software exist in Licensee’s possession or control and Licensee has complied with Licensee’s obligations set forth in this Agreement; and (iii) comply with its obligations set forth in this Agreement. Termination of this Agreement shall not limit either party from pursuing other remedies available to it (to the extent such other remedies are not expressly limited hereunder), including injunctive relief.
7.3 Survival. Sections 4.2, 4.3, 5 7.3 and 8 and any provision of this Agreement related to confidentiality or which by its terms provides for survival shall survive the expiration or termination of this Agreement.
8. General Provisions.
8.1 Notices. All notices required or permitted under this Agreement shall be in writing and sent to the other party at the addresses set forth in the Licensee Registration Form or to such other address as any party may substitute from time to time by written notice to the other and shall be deemed validly given upon receipt of such notice given by certified mail, postage prepaid, or personal or courier delivery.
8.2. Governing Law; Severability. This Agreement and performance hereunder shall be governed and construed in accordance with the laws of the U.S. and of the State of Tennessee, without giving effect to provisions thereof regarding conflict of laws. Each party hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Middle District of Tennessee and of any Tennessee state court sitting in Nashville, Tennessee for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. All agreements, clauses and covenants contained herein are severable, and in the event any of them shall be held to be unconstitutional, invalid, illegal, or unenforceable, the remainder of this Agreement shall be interpreted as if such unconstitutional, invalid, illegal or unenforceable agreements, clauses or covenants were not contained herein.
8.3. Integration; Waiver; Modification. The parties hereto acknowledge and agree that they have read this Agreement in its entirety and understand and agree to be bound by all of its terms and conditions, and further agree that this Agreement and any exhibits or schedules hereto constitute a complete and exclusive statement of the understanding between the parties with respect to the subject matter hereof, which supersede any and all other communications between the parties, whether written or oral. Any prior agreements, promises, negotiations or representations related to the subject matter hereof not expressly set forth in this Agreement, or any exhibits or schedules hereto, are of no force and effect. The failure by either party to exercise any right provided hereunder shall not be deemed a waiver of such right. This Agreement may be amended, modified or supplemented only by a writing signed by the parties to this Agreement. Such amendments, modifications or supplements shall be deemed as much a part of this Agreement as if so incorporated herein.
8.4. Independent Contractor. Nothing contained in this Agreement shall be construed to create a joint venture or partnership between the parties.
8.5. Force Majeure. Neither party hereto shall be liable for any failure or delay in performance of its obligations hereunder by reason of any event or circumstance beyond its reasonable control, including without limitation, acts of God, war, terrorism, riot, strike, labor disturbance, fire, explosion, flood, or shortage or failure of suppliers.
8.6 Import/Export Restrictions. Licensee shall comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and shall not export or re-export the Software in violation of any such restrictions, laws or regulations, or without all necessary approvals.
I Agree to the above contract and agree to be legally bound by its terms and conditions.