LICENSE

Software License Agreement
TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

1 - Definitions

“BostonGene” shall mean BostonGene Corporation and its affiliates. 

"Derivative Software" shall mean any work, whether in Source or Object Form, that is based on (or derived from) the Software and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. 

"License" shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 6 of this document.

"Licensor" shall mean the copyright owner or any entity or entities authorized by the copyright owner that is granting the License.

"Object Form” shall mean any form resulting from mechanical transformation or translation of a Source Form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

"Source Form” shall mean software source code, documentation source, configuration files, and data.

“Software” - shall mean the work of authorship, whether in Source or Object Form, made available under the License.

"You" (or "Your") shall mean an individual or any entity or entities exercising permissions granted by this License.

2 - Grant of Copyright License. 
a - Subject to the terms and conditions of this License, Licensor hereby grants to You a worldwide, non-exclusive, non-transferrable, revocable, non-sublicensable, royalty-free copyright license to: (a) use the Software solely for academic and non-profit purposes; and (b) to reproduce, prepare Derivative Software of, and distribute the Software and such Derivative Software in Source or Object Form, all solely for academic and non-profit purposes.

b - Any use, reproduction, or distribution of the Software or Derivative Software for direct or indirect commercial (including strategic) gain, purpose, or advantage, including for any research and/or development purpose by a for-profit entity or on behalf of a for-profit entity, requires a separately executed written license agreement. Please direct any inquiries concerning uses under this Section 2b to askusepermission@bostongene.com.

c - The Software may incorporate third party software which may be subject to additional terms and conditions. Any use, reproduction, or distribution of the Software or Derivative Software shall comply with any additional terms and conditions applicable to such third party software.

d - Any publication of results obtained with the Software or Derivative Software shall acknowledge its use by an appropriate citation including attribution to BostonGene and any other Licensor.

3 - Redistribution. You may reproduce and distribute copies of the Software or Derivative Software thereof to third parties in any medium, with or without modifications, and in Source or Object Form, provided that You comply with the following conditions:

a - Any reproduction or distribution of copies of the Software or Derivative Software must be under the terms and conditions of this License such that any third party obtains rights to the Software or Derivative Software only as a result of accepting the terms and conditions of this License.

b - Any other recipient of the Software or Derivative Software must receive a copy of this License.

c - Any modified files must carry prominent notices stating that You changed the files.

d - The copyright of BostonGene (as “Copyright BostonGene Corporation”), copyrights of any other Licensors, and copyrights of any incorporated third party software as described in the associated documentation must be acknowledged, and any such copyrights must be part of a NOTICE file to be included with any reproduction or distribution of the Software or Derivative Software.

e - You may add Your own copyright statement to Your modifications.

4 - Attribution and Marks. This License does not grant permission to use the names, trade names, trademarks, service marks, or product names of any Licensor, except as required by Section 3d and for reasonable and customary use in describing the origin of the Software and Derivative Software and reproducing the content of the NOTICE file.

5 - Termination. 

a - You may not use, reproduce, modify or distribute the Software or Derivative Software except as expressly provided under this License. Any attempt otherwise to use, reproduce, modify, or distribute the Software or Derivative Software is void, and will automatically, without notice, terminate all Your rights under this License, including any and all copyright licenses granted by this License. 

b - You are not required to accept this License, since you have not signed it. However, nothing else grants you permission to use, reproduce, modify, or distribute the Software or the Derivative Software. These actions are prohibited by law if you do not accept this License. Therefore, by using, reproducing, modifying, or distributing the Software or the Derivative Software, you indicate your acceptance of this License to do so, and all its terms and conditions.

6. Disclaimer of Warranty and Limitation of Liability. 

THE SOFTWARE IS PROVIDED BY LICENSOR "AS IS", WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES ARE DISCLAIMED. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING OR REDISTRIBUTING THE SOFTWARE AND ASSUME ANY RISKS ASSOCIATED WITH YOUR EXERCISE OF PERMISSIONS UNDER THIS LICENSE.

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS LICENSOR FOR ANY CLAIMS ARISING FROM LICENSEE’S USE OF THE SOFTWARE TO THE FULLEST EXTENT PERMITTED BY LAW.


END OF TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION


Please direct any inquiries concerning uses not expressly permitted by this license (for example, any use prohibited by Section 2b without a separately executed written license agreement) to askusepermission@bostongene.com.