Academic Software Initiative (ASI) LICENSE AGREEMENT

For Groups Engaged in Non-profit Research

This License Agreement ("Agreement") is by and between President and Fellows of Harvard College ("Harvard") on behalf of the Academic Software Initiative (the "ASI"), a structural biology and informatics service center located at the Harvard Medical School Department of Biological Chemistry and Molecular Pharmacology, at 250 Longwood Ave, Building C, Room 219A, Boston, MA 02115, and the entity accepting the terms of this Agreement ("Institution" or "You" or "Licensee"). By entering into this Agreement, You agree to access and use the Academic Software Platform (defined below) on the terms set forth below.

In order to access and use the Academic Software Platform, You must indicate agreement with the following terms and conditions by clicking "I ACCEPT" at the end of this Agreement. The date on which you click "I ACCEPT" will be the effective date ("Effective Date") of this Agreement. If You are accepting these terms as the principal investigator (as defined below) of a Research Group ("Research Group") at a not-for-profit research institution ("Institution" as defined below), You are representing that You have the authority of the Institution to enter this Agreement as its representative, agent or employee and do hereby bind and agree to bind all individual members of the Research Group accessing the Academic Software Platform to the terms of this Agreement. 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 Academic Software Platform.

1. Definitions.

1.1 "Academic Software Initiative (ASI)" is an initiative based in the Department of Biological Chemistry and Molecular Pharmacology at Harvard Medical School to develop the Academic Software Platform and to curate and occasionally optimize Third Party Programs.

1.2 "Academic Software Platform (ASP)" means, collectively, a set of ASP Tools and Technologies, which are developed by ASI, together with Third Party Programs that are curated by ASI, and made available by ASI to Licensee, as well as any updates or upgrades to the ASP (or any portion thereof) made available by ASI to Licensee. 

1.3 "ASP Tools and Technologies (T&T)" include but are not limited to the following:

1. a. "ASP Environment"means ASI's proprietary execution environment for computational programs, which was initially developed by Dr. Piotr Sliz (in part, with funding from Howard Hughes Medical Institute ("HHMI")), but now evolved to also integrate Tools and Technologies developed by ASI. 
2. b. "ASP Capsules" means wrappers around individual applications, which support run-time configuration of required dependencies and libraries, usage monitoring and troubleshooting.
3. c. "ASP Installer" means ASI's proprietary installation application, which supports installation of relevant ASI Tools and Technologies on User's computational resources. 
4. d. "ASP Cloud Execution Environment" mean's ASI's proprietary AWS Cloud Execution environment.
5. e. "ASP AppCiter" means ASI's proprietary scientific citation system, and corresponding citation database.
6. f. "ASP Websites" means ASI's proprietary scientific software websites, and corresponding software databases.
7. g. "ASP Data Bank" means ASI's repository of biomedical data.
8. h. Other T&T, as might be developed and incorporated into the ASP.

1.4 "Third Party Program" means a software program (and any updates or upgrades) provided by the owner of such program to ASI to make available to Licensee as part of the Academic Software Platform, pursuant to the applicable Third Party License. ASI does not own and is not responsible for the contents of any Third Party Program. "Third Party Program" does not include the T&T, as defined above.

1. a. "Separately Licensed Program" means a Software Program developed by a Third Party which must be licensed directly by Licensee from the owner of such Third Party Program and that is made available by ASI to Licensee in a recompiled version as part of the ASP. Any references to "Third Party Programs" in this Agreement encompasses "Separately Licensed Programs."
2. b. "Third Party Licensor" means an owner of a Third Party Program. 
3. c. "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 ASI Environment (defined below).
4. d. "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 the applicable open source code of such Third Party Program(s) by sending an email request to help@sbgrid.org with the name of the specific Third Party Program(s). Any references to "Third Party Licenses" in this Agreement encompasses "Open Source Licenses."

1.5 "Principal Investigator" (or "PI") means a Research Group leader, generally a Principal Investigator, entering this Agreement on behalf of a Research Group.

1.6 "Privacy Policy" means the ASI Privacy Policy, located at https://sbgrid.org/news/asi_privacy_policy or other location made available to Licensee.

1.7 "Research Group" means the PI's unit at their corresponding Institution, including all members of the group who are licensed to use the ASP.

1.8 "Institution" means the nonprofit research institution at which the Research Group is based, which can be defined to mean (but is not limited to) the Research Group's college or university, hospital, government entity, or independent research institute.

1.9 "ASI Consortium" means a consortium of persons who receive services from ASI on particular subsets of the ASP, e.g., SBGrid or BioGrids Consortium, using a particular subset of T&T, e.g., specific software titles, consortia websites. The ASI Consortium also facilitates development of additional focused services, such as training and education, discussion forums, or user symposia. The ASI Consortium might also be governed by specific bylaws, and enlist users and advisory boards.

Non-consortium members can have access to some services that are not restricted to consortia members.

2. License.

2.1 License Grant. Subject to (i) the terms and conditions set forth in this Agreement, and in the Privacy Policy hereby incorporated by reference (ii) the Research Group being a member in good standing of the ASI Consortium as determined by the Academic Software Initiative and (iii) with respect to each of the Third Party Programs (including Separately Licensed Programs), (iv) Licensee having agreed to all applicable Third Party Licenses, (v) Licensee remaining current on any invoices issued by ASI under the terms governing the ASI Consortium, ASI hereby grants to Licensee a limited, non-exclusive, non-transferable license to use the Academic Software Platform solely for the Research Group's academic research purposes ("ASP License").

2.2 Upon issuance of the ASP license ASI will inform Licensee as to the specific ASP T&T and Third Party Programs being licensed to Licensee. Licensee may install the licensed programs onto desktops, laptops, workstations, HPC and cloud computers, or other computational resources, providing that any such access is limited to members of the Research Group.

Installations can be shared between several Research Groups provided that a) the shared installation supports ASI members exclusively and b) is approved by the ASI.

2.3 Licensee acknowledges that, in addition to the terms in this Agreement for the ASP, 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 ASP.

2.4 Re-distribution of Programs. Except as expressly provided for in this License, Licensee may not redistribute any ASI intellectual property. 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.

3. Updates. As an ASI member in good standing, Licensee will be entitled, for no additional charge, to updates of the ASP generally made available by ASI. Licensee understands and agrees that the ASP will be installed with a specialized synchronization application that enables all users of the ASP to receive timely updates when changes in the main copy that resides at ASI are made. ASI shall use reasonable efforts to maintain the security of the ASI 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 its activities in connection with the ASI License. Nothing in this Agreement obligates ASI to update or upgrade the ASP at any point in time.

Third Party Programs may periodically release their own updates, which may be governed by updated Third Party Licenses covering their use. Licensee is responsible for its compliance with any such Third Party License terms.

4. No Sublicenses. Licensee may not sublicense or transfer in any other manner the right to use or access the ASP 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.

5. Ownership of Intellectual Property Rights. ASI owns and shall own all rights in all discoveries, inventions, developments, innovations, improvements and technology (whether or not protectable under state, federal, or foreign patent, trademark, copyright or similar laws) relating to the science, methodology, technique or practice of computational biology, or informatics of science that are conceived, discovered, invented, developed, or reduced to practice by ASI during the term of this Agreement as well as all general knowledge, skills, experience and know-how developed or obtained by the ASI during the term of this Agreement.

All intellectual property in the ASP shall remain the intellectual property of the licensing party. Nothing in this Agreement shall be construed to confer any ownership interest upon Licensee by implication, estoppel or otherwise.

5.1 Use of Harvard Names. Licensee shall not use the name "Harvard" (alone or as part of another name, and in any language) or any logos, seals, insignia or other words, names, symbols, images or devices that identify Harvard or any Harvard school, unit, division or affiliate ("Harvard Names") for any promotional purpose in connection with this Agreement, including in any press release, public announcement, website or other advertising or publicity materials, without the prior written approval of, and in accordance with restrictions required by, Harvard.

6. Protection of Licensed Software. Except as explicitly set forth herein, Licensee may not copy, adapt, modify, make any derivative works of, distribute or otherwise make available the ASP or other works derivative thereof to anyone outside of the Research Group. Licensee may not reverse engineer, modify, disassemble or decompile the ASP or any part thereof. Licensee may not remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on the ASP.

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.

7. Disclaimer of Warranties. ASI EXPRESSLY DISCLAIMS ANY WARRANTIES AS TO THE ASP OR ANY UPDATES THEREOF, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE ASP IS PROVIDED ON AN "AS IS" BASIS; IN PARTICULAR, ASI DOES NOT WARRANT THAT THE ASP WILL MEET LICENSEE'S REQUIREMENTS, THAT THE OPERATION OF THE ASP WILL BE ERROR-FREE, THAT ANY DEFECTS IN THE ASP WILL BE CORRECTED BY ASI OR THAT ANY MODIFICATIONS TO OR ENHANCEMENTS OF THE ASP WILL BE PROVIDED BY ASI. NEITHER ASI NOR HHMI PROVIDES ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY RESULTS OBTAINED IN USING THE ASP. ASI BEARS NO LIABILITY FOR THE RESULTS OF LICENSEE'S USE OF THE ASP.

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 Licensee's use of those Third Party Programs.

8. Limitation of Liability. In no event will Harvard or ASI 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 ASP or otherwise relating to this Agreement. In no event will Harvard or ASI'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.

9. 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, ASI and HHMI and hold harmless Harvard, ASI 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 "Indemnitees") 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 ASP 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.

10. Term and Termination.

10.1 Term. Unless terminated earlier in accordance with Section 11.2, this Agreement and the licenses granted herein will remain in force so long as the Research Group remains a member in good standing of the ASI Consortium as determined by the ASI and will terminate when the Research Group ceases being a member in good standing of the ASI 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.

10.2 Termination. Either party may terminate this Agreement with ninety (90) days notice to the other party. If terminated by Licensee, any fees paid prior to the date of termination are non-refundable. ASI reserves the right to terminate, with immediate effect, this Agreement and the License granted hereunder if Licensee violates any term of this Agreement or ceases to be a member in good standing of the ASI Consortium.

10.3 Effect of Expiration or Termination. Upon expiration or early termination of this Agreement for any reason (and with respect to termination of a Third Party License with respect to a Third Party Program), ASI will be entitled (and Licensee shall allow ASI) to terminate access to procured ASI T&Ts, and immediately uninstall and destroy all copies of selected Third Party Programs and the ASP in Licensee's possession (and in the case of termination of a Third Party License with respect to a Third Party Program, upon termination of such, ASI will be entitled (and Licensee shall allow ASI) 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 ASP in Licensee's possession that are not uninstalled by ASI. In addition, upon such expiration or earlier termination, all of ASI'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.

10.4 Survival. The provisions of this Agreement which by their explicit terms or their manifest intent are to survive, including without limitation those which relate to intellectual property rights, warranties, limitation of liability and indemnification, shall survive expiration or termination of this Agreement.

12. HHMI. HHMI is not a party to this Agreement and has no liability to any licensee, sublicensee 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.

13. Prior Use. To the extent that Licensee had possession prior to the Effective Date of any of the ASP or any Tools & Technologies or any prior versions of the foregoing (whether or not subject to other license agreement(s)), Licensee hereby agrees that this Agreement shall supersede and govern all possession and use thereof after the Effective Date.

14. Governing Law. This Agreement will be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts without reference to conflict of law principles and the parties hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the Commonwealth of Massachusetts.

15. Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the specific subject matter of this Agreement and all prior agreements with respect thereto are superseded. No waiver of any term, provision or condition of this Agreement will be deemed to be or construed as a further or continuing waiver of any other term, provision or condition of this Agreement. Any such waiver must be evidenced by an executed instrument in writing. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, such provision will be deemed modified to the extent required to make the provision valid and enforceable to the maximum extent permitted by law, unless the invalid provision materially affects the rights of the parties.

16. Changes to this Agreement. ASI reserves the right to change the terms and provisions of this Agreement at any point in time. In such an event, ASI shall notify Licensee of the changes to the terms of the Agreement prior to Licensee's next session using the ASP. At such time Licensee shall have the opportunity to review the new Agreement and click to accept the new terms.