ACADEMIC SOFTWARE LICENSE AGREEMENT FOR END-USERS AT PUBLICLY FUNDED
ACADEMIC, EDUCATION OR RESEARCH INSTITUTIONS FOR THE USE OF GibbsCluster 2.0
By downloading the Software you are consenting to be bound by and become
a party to this agreement as the "Licensee". If you do not agree to all
of the terms of this agreement, you must not click the Acceptance
button, not install the product nor use the product, and you do not
become a LICENSEE under this agreement.
If you are not a member of a publicly funded Academic and/or Education
and/or Research Institution you must obtain a commercial license, please
send mail to (email@example.com). This software license agreement is
entered into by and between DTU Bioinformatics, Technical University of
Denmark (hereinafter "IBS") and the "LICENSEE".
WHEREAS IBS has the right to license all copyrights and other property
rights in the Licensed Software identified as GibbsCluster 2.0 and developed
by IBS and IBS desires to license the Software so that it becomes
available for public use and benefit.
WHEREAS LICENSEE is a public funded Academic and/or Education and/or
WHEREAS LICENSEE desires to acquire a free non-exclusive license to use
the Software for internal research purposes only.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
"Licensed Software" means the specific version GibbsCluster 2.0 pursuant
to this Agreement. Any opinion, findings, conclusions or recommendations
expressed in the Licensed Software are those of the authors and do not
necessarily reflect the views of IBS.
Subject to the terms and conditions of this Agreement a non-exclusive,
non-transferable License to use and copy the Licensed Software is made
available free of charge for the LICENSEE which is a non-profit
educational, academic and/or research institution. The License is only
granted for personal and internal use in research only at one Site,
where a Site is defined as a set of contiguous buildings in one
location. The software will be used at only one location of LICENSEE.
This license does not entitle Licensee to receive from IBS copies of the
Licensed software on disks, tapes or CD's, hard-copy documentation,
technical support, telephone assistance, or enhancements or updates to
the Licensed Software.
The user and any research assistants, co-workers or other workers who
may use the Software agree to not give the program to third parties or
grant licenses on software, which include the Software, alone or
integrated into other software, to third parties. Modification of the
source code is prohibited without the prior written consent of IBS.
Except as expressly licensed in this Agreement, IBS shall retain title
to the Licensed Software, and any upgrades and modifications created by
In consideration for the license rights granted by IBS, LICENSEE will
obtain this academic license free of charge.
LICENSEE shall have the right to make copies of the Licensed Software
for internal use at the Site and for back-up purposes under this
Agreement, but agrees that all such copies shall contain the copyright
notices and all other reasonable and appropriate proprietary markings or
confidential legends that appear on the Licensed Software provided
IBS shall have no obligation to offer support services to LICENSEE, and
nothing contained herein shall be interpreted as to require IBS to
provide maintenance, installation services, version updates, debugging,
consultation or end-user support of any kind.
7. Software Protection
LICENSEE acknowledges that the Licensed Software is proprietary to IBS.
The software code shall be treated as trade secrets and confidential
information of IBS, and LICENSEE agrees to use best efforts to hold the
same in confidence. LICENSEE's obligation for confidentiality shall not
extend to any information which is or becomes generally available to the
public, is already known to or subsequently disclosed by third parties
to LICENSEE and at its free disposal, or is independently developed by
LICENSEE or its affiliates without the use of the confidential
information disclosed by IBS, or is required by law or legal process.
Except as other wise expressly permitted in this Agreement, Licensee my
not (i) modify or create any derivative works of the Licensed Software
or documentation, including customization, translation or localization;
(ii) decompile, disassemble, reverse engineer, or otherwise attempt to
derive the source code for the Product; (iii) redistribute, encumber,
sell, rent, lease, sublicense, or otherwise transfer rights to the
Licensed Software; (iv) remove or alter any trademark, logo, copyright
or other proprietary notices, legends, symbols or labels in the Product;
or (v) publish any results of benchmark tests run on the Product to a
third party without IBS's prior written consent.
8. Representations of IBS to LICENSEE
IBS represents to LICENSEE that (i) IBS has the right to grant the
License and to enter into this agreement, (ii) that, to the best of
IBS's knowledge, the Licensed software does not infringe any patent,
copyright or trade secrets of any third party, provided however that
such representation and warranty shall not apply to any addition to, or
modifications or adaptation of, the Licensed Software made by LICENSEE
and (iii) IBS undertakes to use best efforts to cooperate with and
assist LICENSEE, at LICENSEE's expense, in defending itself against any
action based on the alleged infringement of any third party patent,
copyright or trade secret rights resulting from or relating to the use
or licensing of the Licensed Software by LICENSEE.
9. Indemnity and Disclaimer of Warranties
Except as expressly set forth in this agreement, IBS makes no
representations or warranties, express or implied.
The product is provided free of charge, and, therefore, on an "as is"
basis, without warranty of any kind, express or implied, including
without limitation the warranties that it is free of defects, virus
free, able to operate on an uninterrupted basis, merchantable, fit for a
particular purpose or non-interfering. The entire risk as to the quality
and performance of the Licensed Software is borne by LICENSEE.
By way of example, but not limitation, IBS makes no representations or
warranties of merchantability or fitness for any particular application
or, except as set forth in paragraph 8, that the use of the Software
will not infringe any patents, copyrights or trademarks or other rights
of third parties. The entire risk as to the quality and performance of
the product is borne by LICENSEE. IBS shall not be liable for any
liability or damages with respect to any claim by LICENSEE or any third
party on account of, or arising from the license or use of the Software.
Should the Licensed Software prove defective in any respect, LICENSEE
and not LICENSOR or it's affiliates should assume the entire cost of any
service and repair. This disclaimer of warranty constitutes an essential
part of this agreement. No use of the licensed product is authorized
hereunder except under this disclaimer.
In no event will LICENSOR or its affiliates be liable for any indirect,
special, incidental or consequential damages arising out of the use of
or inability to use the product, including, without limitation, damages
for lost profits, loss of goodwill, work stoppage, computer failure or
malfunction, or any and all other commercial damages or losses, even if
advised of the possibility thereof, and regardless of the legal or
equitable theory (contract, tort or otherwise) upon which the claim is
10. Promotional Advertising & References
LICENSEE may not use the name of the Licensed Software in its
promotional advertising, product literature, and other similar
promotional materials to be disseminated to the public or any portion
thereof. LICENSEE agrees not to identify IBS in any promotional
advertising or other promotional materials to be disseminated to the
public, or any portion thereof without IBS's prior written consent.
LICENSEE agrees that any reference to the software for crystallographic
computations will cite one or more publications as set forth in the
manual and in agreement with common scientific practice. IBS shall not
use LICENSEE's name in publicity or advertising involving this Agreement
or otherwise without LICENSEE's prior written consent which may be
withheld at LICENSEE's sole discretion.
This Agreement and the license rights granted herein shall become
effective as of the date this Agreement is executed by both parties and
shall be perpetual unless terminated in accordance with this Section.
IBS may terminate this Agreement at any time.
Either party may terminate this Agreement at any time effective upon the
other party's breach of any agreement, covenant, or representation made
in this Agreement, such breach remaining uncorrected sixty (60) days
after written notice thereof.
LICENSEE shall have the right, at any time, to terminate this Agreement
without cause by written notice to IBS specifying the date of
Upon termination, LICENSEE shall destroy all full and partial copies of
the Licensed Software.
12. Governing Law
This Agreement shall be construed in accordance with the laws of
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.
IN WITNESS WHEREOF, the LICENSEE hereto have caused this Agreement to be
duly executed on the date of the download of the software and by
accepting the license conditions by pressing the Acceptance button.