TranscriptionDetector Software Non-Commercial License Agreement
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE.
BY CLICKING ON THE "I ACCEPT" BUTTON AND DOWNLOADING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS IN THIS AGREEMENT, CLICK ON THE "I DISAGREE" BUTTON AND THIS PROCESS WILL TERMINATE.
This software evaluation license agreement ("License") is between The Trustees of Columbia University in the City of New York, ("University") and You (as defined below). After your form has been reviewed and approved, the University will send an email message to You with a password and instructions on how to download the software.
- Definitions
- Documentation shall mean all manuals, user documentation, and other related materials, if any, pertaining to the Software which are furnished to You by University in connection with the Software.
- Software shall mean the TranscriptionDetector software computer programs developed in the laboratory of Dr. Harmen Bussemaker and supplied to You pursuant to this Agreement.
- "You" (or "Your") means an individual or legal entity exercising rights under, and complying with all of the terms of, this License. For legal entities, "You" includes any entity that controls, is controlled by, or is under common control with You.
- Grant of Rights
- The Software and Documentation is owned by the University and University retains all right, title, and interest in and to the Software. You shall not assert any right, title or interest in the Software and/or Documentation.
- University hereby grants, and You accept, subject to the terms and conditions of this License, a limited nonexclusive, nontransferable and non-assignable license to install, display, and use the Software for non-commercial research, examination and testing purposes.
- You agree that You will only use the Software and Documentation for non-commercial research purposes only. You will not (i) reproduce or copy the Software, except that You may make one (1) copy of the Software solely for archival purposes, provided that You agree to reproduce all copyright and other proprietary right notices on the archival copy; (ii) use, or cause or permit the use of, the Software in whole or in part for any purpose other than as permitted under this License; (iii) distribute, sell, lease, license or otherwise make the Software available to a third party outside Your organization; or (iv) reverse engineer, decompile, or disassemble the Software.
- You agree that the Software and Documentation are University's confidential information and shall treat and handle confidential information in accordance with the terms of this Agreement. You further acknowledge that all copies of the Software in any form provided by University or made by You are the sole property of University. You shall not have any right, title, or interest to any such Software or copies thereof except as provided in this Agreement. All rights not specifically granted herein are reserved to University. Except as expressly provided under this Section 2, no right or license is granted (expressly or by implication) by University to You under any tangible or intellectual property, materials, patent, patent application, trademark, copyright, trade secret, know-how, technical information, data or other proprietary right.
- The term of this License shall continue for a period of two (2) years after the date on which You download the Software, whereupon this License shall be terminated automatically and You shall return or destroy the Software as specified in Section 8 below. You may continue to use the Software and/or Documentation for non-commercial research purposes only after the expiration of this License upon the execution of another non-commercial license with the University.
- Prior to any commercial use, lease, distribution, transfer, sublicense or sale of any product utilizing, derived from, or incorporating, in whole or any part, the Software and/or Documentation hereunder, You must obtain a license permitting commercial use of the Software and Documentation from University. Any such use, lease, distribution, transfer, sublicense or sale without a written license from University permitting such commercial use, distribution, sublicense or sale shall be VOID AND EXPRESSLY PROHIBITED.
To negotiate such license agreement, contact:
Science and Technology Ventures
Columbia University
80 Claremont Avenue #4F
New York, NY 10027
(212) 854-8444
stvinfo@columbia.edu
- No Obligation to Support. It is understood and agreed that University will provide no maintenance or installation services of any kind, error corrections, bug fixes, patches, updates or other modifications hereunder. In the event that University, at its sole option, provides updates, error corrections, bug fixes, patches or other modifications to the Software to You ("Software Updates"), the Software Updates will be considered part of the Software, and subject to the terms and conditions of this License.
- Derivative Products and Incorporation Into Other Software. You may, in Your discretion, and at Your own and sole risk, incorporate the Software, or parts thereof, into other of its products, solely and exclusively for non-commercial research purposes and for no commercial use whatsoever, provided that You strictly comply with the provisions of this Section 4, Section 2 above and Your obligations under Section 8 below. While University does not claim sole ownership of any derivative products, University does retain ownership of any portion of the Software contained within such derivative product.
- Protection of Software. You shall use the following notice, or such other reasonable notice as University shall from time to time require, on each copy of the Software. Such notice shall be loaded in the computer memory for use, display, or reproduction and shall be embedded in program source code and object code, in the video screen display, on the physical medium embodying the Software copy, and on any Documentation and reference manuals: Copyright (c) The Trustees of Columbia University in the City of New York. All rights reserved.
- NO WARRANTY. YOU ACKNOWLEDGE AND ACCEPT THAT COLUMBIA UNIVERSITY IS PROVIDING THE SOFTWARE ON AN "AS IS" BASIS. COLUMBIA UNIVERSITY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THIS SOFTWARE AND DOCUMENTATION, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE, AND WARRANTIES OF PERFORMANCE, AND ANY WARRANTY THAT MIGHT OTHERWISE ARISE FROM COURSE OF DEALING OR USAGE OF TRADE. NO WARRANTY IS EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE USE OF THE SOFTWARE OR DOCUMENTATION. Under no circumstances shall Columbia University, any of its trustees, officers, faculty members, students, employees or agents be liable for incidental, special, indirect, direct or consequential damages or loss of profits, interruption of business, or related expenses which may arise from Your use of Software and/or Documentation, including but not limited to those resulting from defects in Software and/or Documentation, or loss or inaccuracy of data of any kind.
- Confidentiality
- You acknowledge that the Software and Documentation are proprietary and confidential to the University. You agree to protect the Software, Documentation and any feedback provided by You, if applicable, from unauthorized disclosure, use, or release and to treat the Software and feedback with at least the same level of care as You use to protect Your own proprietary computer programs and/or confidential information, but in no event less than a reasonable standard of care.
- If You become aware of any unauthorized licensing, copying, or use of the Software, You shall promptly notify University at the address set forth in Section 2 above. Any information received by either party from the other party regarding the Software or the Documentation, which was designated in writing as confidential at the time of disclosure ("Confidential Information"), You agree to keep confidential.
- The obligations of this Section 7 shall not apply to such confidential information that the receiving party can demonstrate: (a) was known publicly or was known by the receiving party prior to receipt thereof by the disclosing party; (b) was or becomes a matter of public information or publicly available through no act or failure to act on part of the receiving party; (c) is acquired by the receiving party from a third party entitled to disclose it; or (e) the receiving party discovers, develops independently without reference to or use of such confidential information, as evidenced by written documentation.
- Termination. This License is effective until terminated, as provided herein, or until the expiration of the time period specified in Section 2 above. You may terminate this Agreement at any time by destroying all copies of the Software. This Agreement, and the rights granted hereunder, will terminate automatically, and without any further notice from or action by University, if You fail to comply with any obligation set forth herein. Upon termination, You must immediately cease use and destroy all copies of the Software and verify such destruction in writing. Sections 2(a), 2(d), 2(e), 2(f), 6-9 and 11-14 shall survive expiration or termination of this Agreement.
- Use of Name. You will not use the name of Columbia University or the name of any faculty member, trustee, other employee or student of Columbia University for any purpose whatsoever without University's prior written consent, provided that any publication relating to the use of this Software shall cite Columbia University as the owner of the Software.
- Nonassignability. You shall not assign or transfer this License or its rights hereunder without the prior written consent of University. Any attempt to assign without compliance with this provision shall be void.
- Governing Law; Jurisdiction and Venue. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York, without reference to the conflict of law principles of any jurisdiction. The New York state courts of New York County, New York (or, if there is exclusive federal jurisdiction, the United States District Court for the Southern District of New York) shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and You hereby consent to the jurisdiction of such courts.
- Export Requirements. The Software, Documentation and all related technical information or materials are subject to export controls and U.S. Government export regulations. You will comply strictly with all legal requirements established under these controls and will not, in connection with its limited evaluation rights hereunder, export, re-export, divert, transfer or disclose, directly or indirectly the Software, Documentation and any related technical information or materials without the prior approval of the U.S. Department of Commerce.
- Severability. If any provision of this License shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
- Miscellaneous. This License and its exhibits contain the entire understanding and agreement between the parties respecting the subject matter hereof. This License may not be supplemented, modified, amended, released or discharged except by an instrument in writing signed by each party's duly authorized representative. All captions and headings in this License are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this License or of any subsequent default or breach of the same or a different kind. This License may be executed in counterparts and signatures sent by facsimile transmission shall be binding as evidence of acceptance of the terms of this License by such signatory party.
REGISTRATION FORM
Please fill in the requested information and click the "I ACCEPT" button. After your form has been reviewed and approved, the University will send an email message to You with a password and instructions on how to download the software.
If You have questions about the Software, please contact:
Harmen Bussemaker, Ph.D.
1212 Amsterdam Avenue
Mail Code 2442
New York, NY 10027
(212) 854-1527
hjb2004@columbia.edu
YOU
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