path: root/licenses/tmhmm

  ACADEMIC SOFTWARE LICENSE AGREEMENT FOR END-USERS AT PUBLICLY FUNDED
  ACADEMIC, EDUCATION OR RESEARCH INSTITUTIONS FOR THE USE OF TMHMM 2.0c
  
  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 (software@cbs.dtu.dk). This software license agreement is
  entered into by and between Center for Biological Sequence Analysis,
  Technical University of Denmark (hereinafter "CBS") and the "LICENSEE". 
  
  WHEREAS CBS has the right to license all copyrights and other property
  rights in the Licensed Software identified as TMHMM 2.0c and developed
  by CBS and CBS 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
  Research Institution. 
  
  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: 
  
  1. Definitions 
  
  "Licensed Software" means the specific version TMHMM 2.0c 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 CBS. 
  
  2. License 
  
  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 CBS 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 CBS. 
  
  3. Ownership 
  
  Except as expressly licensed in this Agreement, CBS shall retain title
  to the Licensed Software, and any upgrades and modifications created by
  CBS. 
  
  4. Consideration 
  
  In consideration for the license rights granted by CBS, LICENSEE will
  obtain this academic license free of charge. 
  
  5. Copies 
  
  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
  hereunder. 
  
  6. Support 
  
  CBS shall have no obligation to offer support services to LICENSEE, and
  nothing contained herein shall be interpreted as to require CBS 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 CBS.
  The software code shall be treated as trade secrets and confidential
  information of CBS, 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 CBS, 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 CBS's prior written consent. 
  
  8. Representations of CBS to LICENSEE 
  
  CBS represents to LICENSEE that (i) CBS has the right to grant the
  License and to enter into this agreement, (ii) that, to the best of
  CBS'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) CBS 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, CBS 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, CBS 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. CBS 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
  based. 
  
  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 CBS in any promotional
  advertising or other promotional materials to be disseminated to the
  public, or any portion thereof without CBS'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. CBS 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. 
  
  11. Term 
  
  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. 
  
  CBS 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 CBS specifying the date of
  termination. 
  
  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
  Denmark. 
  
  13. General 
  
  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.