SBGrid ACADEMIC END-USER LICENSE AGREEMENT (EULA)
"You" (the individual or entity accepting this Agreement, defined below, also referenced as "Licensee") agree to access and use the SBGrid Collection (defined below) on the terms of this License Agreement between Licensee and the President and Fellows of Harvard College ("Harvard"). In order to access and use the SGBrid Collection, You must indicate agreement with the following terms and conditions by clicking "I ACCEPT" at the end of this Agreement. If You are accepting these terms as a member of a Research Group at a not-for-profit research institution (the "Institution"), You represent that You have the authority of the Institution to enter this Agreement as its representative, agent or employee. If You do not agree to these terms and conditions, do not click "I accept" and You will not be permitted to access or use the SBGrid Collection.
1.1. "Principal Investigator" means the current member of the SBGrid Consortium heading the Research Group at the Institution.
1.2. "Principal Investigator's Research Group" means the Principal Investigator's unit that is associated with the Institution.
1.3. "Research Group" means a group of scientists at the Institution working under the direction of the Principal Investigator.
1.4. "You" or "Licensee" means the individual user of the SBGrid Collection who is agreeing to and accepting the terms of the Agreement on behalf of the Institution. Licensee is authorized to enter the Agreement on behalf of the Institution and use the SBGrid Collection as an employee, agent or representative of the Principal Investigator's Research Group.
1.5. "Third Party Program" means a software program (and any updates or upgrades) provided by the owner of such program to Harvard to make available to Licensee as part of the SBGrid Collection, pursuant to the applicable Third Party License. Harvard does not own and is not responsible for the contents of any Third Party Programs. "Third Party Program" does not include the SBGrid Scripts.
1.6. "Third Party Licensor" means an owner of a Third Party Program.
1.7. "Third Party License" means the applicable license for a Third Party Program. The right to use each Third Party Program is subject to compliance with the terms of the relevant Third Party License. A copy of each Third Party License can be found in the relevant Third Party Program's folder when such Third Party Program is accessed through the SBGrid Environment (defined below).
1.8. "Open Source License" means open source licenses applicable to some Third Party Programs, including the GNU General Public License, Version 2 or Version 3 or other similar open source license agreements which, among other rights, permit Licensee to copy, modify and redistribute such Third Party Programs, or portions thereof, and to have access to the source code of such Third Party Programs, or portions thereof. Licensee may request a CD with the applicable open source code of such Third Party Program(s) by sending an email request to firstname.lastname@example.org with the name of the specific Third Party Program (s). As a condition to sending the CD, Harvard may charge Licensee Harvard's cost of providing Licensee with the CD. Any references to "Third Party Licenses" in this Agreement encompasses "Open Source Licenses."
1.9. "Separately Licensed Program" means a Third Party Program which must be licensed directly by Licensee from the owner of such Third Party Program and that is made available by Harvard to Licensee in a recompiled version as part of the SBGrid Collection. Any references to "Third Party Programs" in this Agreement encompasses "Separately Licensed Programs."
1.10. "SBGrid Collection" means, collectively, the SBGrid Scripts together with Third Party Programs that are compiled by the SBGrid Center to work with SBGrid Scripts, which are made available by Harvard to Licensee, as well as any updates or upgrades to such collection (or any portion thereof) made available by Harvard to Licensee.
1.11. "SBGrid Center" means the SBGrid Software Consortium Service Center at Harvard's Department of Biological Chemistry and Molecular Pharmacology that updates/upgrades SBGrid Scripts, and that compiles and occasionally optimizes Third Party Programs for use in the SBGrid Environment and for testing compatibility on a variety of supported operating systems.
1.12. "SBGrid Consortium" means the consortium of Research Groups using the SBGrid Environment to support scientific research. A current list of SBGrid Consortium members is available on the SBGrid website.
1.13. "SBGrid Environment" means Harvard's proprietary execution environment for structural biology computational programs, initially developed by Dr. Piotr Sliz (in part, with funding from Howard Hughes Medical Institute ("HHMI")).
1.14. "SBGrid Scripts" means the scripts that create the SBGrid Environment which automatically detect a user's operating system, configure an execution environment for the relevant Third Party Programs and allow users to easily switch between multiple supported versions of existing applications, as well as any updates or upgrades to such scripts (or any portion thereof) provided by Harvard to Licensee pursuant to the license grant in Section 2.1. below.
License to SBGrid Collection.
2.1. License Grant. Subject to (i) the terms and conditions set forth in this Agreement, (ii) the Principal Investigator's Research Group being a member in good standing of the SBGrid Consortium as determined by the SBGrid Center and (iii) with respect to each of the Third Party Programs (including Separately Licensed Programs), Licensee having agreed to all applicable Third Party Licenses, Harvard hereby grants to Licensee a non-exclusive, nontransferable license, during the term of this Agreement, to permit Licensee to use the SBGrid Scripts only for the Research Group's academic research purposes. Licensee may install copies of the SBGrid Collection only on CPUs owned or used by members of the Research Group and located in the Principal Investigator's Research Group's facilities.
2.2. Licensee acknowledges that, in addition to the terms in this Agreement for the SBGrid Collection, that Licensee is separately bound by the terms of each of the Third Party Licenses governing the Third Party Programs utilized by Licensee as a user of the SBGrid Collection.
Updates. As a member in good standing of the SBGrid Consortium, Licensee will be entitled, for no additional charge, to updates of the SBGrid Collection made generally available by the SBGrid Center. Licensee understands and agrees that the SBGrid Collection will be installed with a specialized synchronization application that enables all users of the SBGrid Collection to receive timely updates when changes in the main copy that resides at Harvard are made. Harvard shall use reasonable efforts to maintain the security of the Harvard update infrastructure. Except as set forth in the previous sentence, Licensee shall be responsible for all security issues that may arise as a result of such application. Nothing in this Section 3 or elsewhere shall be deemed to obligate Harvard to update or upgrade the SBGrid Collection. Third Party Programs updated pursuant to this paragraph may have updated Third Party Licenses covering their use.
No Sublicenses. Licensee will not sublicense or transfer in any other manner the right to use or access the SBGrid Collection or any of its rights under this Agreement. Nothing in this clause will prohibit the further sublicense of a Third Party Program if and to the extent the relevant Third Party License specifically permits further sublicense of such Program.
Ownership of Intellectual Property Rights. Except for the licenses expressly granted in this Agreement and in the Third Party Licenses, nothing in this Agreement or Third Party Licenses shall be construed to confer any ownership interest, license or other rights upon Licensee by implication, estoppel or otherwise.
Protection of Licensed Software. Licensee agrees that Licensee will have no right to copy (except as set forth in Section 2.1), adapt, modify, make any derivative works of, distribute or otherwise make available the SBGrid Collection or other works derivative thereof. Licensee will not reverse engineer, modify, disassemble or decompile the SBGrid Scripts or SBGrid Collection or any part thereof. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on the SBGrid Scripts or SBGrid Collection. Nothing in this paragraph shall be interpreted to apply to Third Party Programs; Licensee understands and agrees that it is bound by any prohibitions and/or permissions contained in any Third Party Licenses for the Third Party Programs.
DISCLAIMER OF WARRANTIES. HARVARD EXPRESSLY DISCLAIMS ANY WARRANTIES AS TO THE SBGrid COLLECTION OR THE SBGrid SCRIPTS, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE SBGrid COLLECTION, AND THE SBGrid SCRIPTS ARE PROVIDED ON AN "AS IS" BASIS; IN PARTICULAR, HARVARD DOES NOT WARRANT THAT THE SBGrid COLLECTION OR THE SBGrid SCRIPTS WILL MEET LICENSEE'S REQUIREMENTS, THAT THE OPERATION OF THE SBGrid COLLECTION OR THE SBGrid SCRIPTS WILL BE ERROR-FREE, THAT ANY DEFECTS IN THE SBGrid COLLECTION OR THE SBGrid SCRIPTS WILL BE CORRECTED BY HARVARD OR THAT ANY MODIFICATIONS TO OR ENHANCEMENTS OF THE SBGrid COLLECTION OR THE SBGrid SCRIPTS WILL BE PROVIDED BY HARVARD. NEITHER HARVARD NOR HHMI PROVIDES ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY RESULTS OBTAINED IN USING THE SBGrid COLLECTION OR THE SBGrid SCRIPTS. HARVARD BEARS NO LIABILITY FOR THE RESULTS OF LICENSEE'S USE OF THE SBGrid COLLECTION OR THE SBGrid SCRIPTS. The foregoing is not intended to limit any right the Licensee may have to seek remedies, in connection with any express warranty made in a Thirty Party License, from the relevant Third Party Licensor making such warranty. The foregoing is not intended to limit any right or obligation the Licensee may have in connection with any warranties or disclaimers of warranties made in a Thirty Party License. Licensee understands and accepts that the relevant warranties or disclaimers of warranties contained in the terms of the Third Party Licenses shall govern Licensees use of those Third Party Programs.
Limitation of Liability. In no event will Harvard be liable for any consequential, incidental, indirect, special or exemplary damages, whether under theories of contract, tort (including negligence) or otherwise, arising from the licensing or use of the SBGrid Collection or otherwise relating to this Agreement. In no event will Harvard's liability for direct damages hereunder exceed the sums paid by Licensee under this Agreement in the prior twelve (12) months. The foregoing is not intended to limit any right or obligation the Licensee may have in connection with any limitations of liability made in a Thirty Party License. Licensee understands and accepts that the relevant limitations of liability contained in the terms of the Third Party Licenses shall govern Licensees use of those Third Party Programs.
Indemnification. Except to the extent prohibited by law or when defined in a separate addendum to this agreement, Licensee shall indemnify, defend by counsel acceptable to Harvard and HHMI and hold harmless Harvard and HHMI and their current and former directors, governing board members, trustees, officers, faculty, medical and professional staff, employees, students, and agents and their respective successors, heirs and assigns (collectively, the "Indemnities") from and against any claim, liability, cost, expense, damage, deficiency, loss or obligation of any kind or nature (including, without limitation, reasonable attorneys' fees and other costs and expenses of litigation) based upon, arising out of, or otherwise relating to this Agreement (collectively, "Claims"), including without limitation any cause of action relating to product liability and any Claims relating to the use of the SBGrid Collection or the SBGrid Scripts or the results of such use. The foregoing is not intended to limit any right or obligation the Licensee may have in connection with any indemnification provisions made in a Thirty Party License. Licensee understands and accepts that the relevant indemnification provisions contained in the terms of the Third Party Licenses shall govern Licensees use of those Third Party Programs.
Distribution of Programs. If Licensee is permitted to redistribute any Program under the relevant Third Party License, it is Licensee's responsibility to comply with all relevant terms of the Third Party License with respect to such redistribution, as well as with all export laws, rules and regulations in the jurisdictions where such Programs are exported from, exported to, or re-exported from time to time.
Term and Termination.
11.1. Term. Unless terminated earlier in accordance with Section 11.2, this Agreement and the licenses granted herein will remain in force so long as Principal Investigator's Research Group remains a member in good standing of the SBGrid Consortium as determined by the SBGrid Center and will terminate when Principal Investigator's Research Group ceases being a member in good standing of the SBGrid Consortium. The foregoing is not intended to limit any right or obligation the Licensee may have in connection with any termination provisions made in a Thirty Party License. Licensee understands and accepts that the relevant termination provisions contained in the terms of the Third Party Licenses shall govern Licensees use of those Third Party Programs.
11.2. Termination. This Agreement and the license granted hereunder will terminate automatically if Licensee violates any term of this Agreement.
11.3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement for any reason (and with respect to termination of a Third Party License with respect to a Third Party Program), Harvard will be entitled (and Licensee shall allow Harvard) to immediately uninstall and destroy all copies of selected Third Party Programs and the SBGrid Scripts in Licensee's possession (and in the case of termination of a Third Party License with respect to a Third Party Program Program, upon termination of such, Harvard will be entitled (and Licensee shall allow Harvard) to immediately uninstall and destroy all copies of such Third Party Programs); Licensee will immediately uninstall and destroy all copies of Third Party Programs and SBGrid Scripts in Licensee's possession that are not uninstalled by Harvard In addition, upon such expiration or earlier termination, all of Harvard's obligations and all of Licensee's rights with respect to this Agreement will cease and terminate. Notwithstanding the foregoing, if and to the extent the termination of this Agreement would not terminate the license granted under a Third Party License with respect to a specific Third Party Program, Licensee will not be required to uninstall or destroy the copy of such Third Party Program, and will be entitled to use such Third Party Program in accordance with the terms of the relevant Third Party License.
11.4. Survival. Sections 2.2, 6, 7, 8, 9, 11.3, 11.4, 12, 13 and 14 will survive the expiration or earlier termination of this Agreement.
HHMI HHMI is not a party to this Agreement and has no liability to any licensee, sublicense or user of anything covered by this Agreement, but HHMI is an intended third-party beneficiary of this Agreement and certain of its provisions are for the benefit of HHMI and are enforceable by HHMI in its own name.
Prior Use. To the extent that Licensee had possession prior to the Effective Date of any of the SBGrid Collection, SBGrid Scripts, Programs or any prior versions of the foregoing (whether or not subject to other license agreement(s)), Licensee hereby agrees that Sections 7, 8, 9 and 12 of this Agreement shall also apply thereto and to all possession and use thereof before or after the Effective Date.
Miscellaneous. This Agreement will be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts applicable to contracts formed and entirely performed therein, without reference to conflict of law principles and the parties consent to the exclusive jurisdiction of the state and federal courts sitting in the Commonwealth of Massachusetts, (unless otherwise defined in a separate addendum to this agreement). This Agreement is the entire agreement between the parties with respect to the subject matter hereof, and cannot be modified except by in writing signed by the parties. Any failure by Harvard to enforce its rights hereunder will not be interpreted as a waiver.
Harvard and SBGrid reserve the right to change the terms and provisions of this Agreement at any point in time. In such event, Harvard and/or SBGrid shall notify Licensee of the changes to the terms of the Agreement prior to Licensee's next session using the SBGrid Collection. At such time Licensee shall have the opportunity to review the new Agreement and click to accept the new terms.
By clicking here I warrant that (i) I have read and understood the foregoing terms; (ii) I am a Principal Investigator or a member of the Research Group of the Principal Investigator's; (iii) that I am authorized by the Principal Investigator's Research Group and the Institution to enter this Agreement as its employee, agent or representative, (iv) that the Principal Investigator's Research Group is a member in good standing of the SBGrid Consortium; and (v) I understand that my use of the SBGrid Collection is subject to the terms of this Agreement and the Third Party Licenses.
Last update: Wed Feb 22 15:23:34 EST 2012