License Agreement

SOFTWARE LICENSE AGREEMENT In order to access this Software, please read the following Agreement. If you agree to all of the terms and conditions of this Agreement, please click the .Accept. button below to demonstrate your agreement, and you will thereafter be entitled to use the Software. By clicking the .Accept. button, you agree to be bound by all of the provisions of this Agreement. If you do not agree with the terms of this Agreement, then please click the .Decline. button below and you will not be granted access to the Software. This Software License Agreement is entered into between The Scripps Research Institute, a California nonprofit, public benefit corporation, located at 10550 North Torrey Pines Road, La Jolla, CA 92037 (.Licensor.) and you, the person or entity who has clicked the .Accept. button below (.Licensee.). The parties agree as follows: 1. Grant of License. Subject to the provisions of this Agreement, Licensor hereby grants to Licensee a personal, non-exclusive, non-transferable, royalty-free and indivisible license (.License.), without the right to sublicense, to use one copy of the mass spectrometry software "PatternLab", and associated documentation, if any, provided by Licensor (collectively .Software.) only for your internal research purposes, and for no other purpose (. Purpose.). 2. Restrictions. Notwithstanding the License granted in Section 1, Licensee shall not directly or indirectly: (a) integrate the Software into any other products or materials and/or adapt, implement or otherwise exploit the Software to develop, create, produce, sell or otherwise distribute any products or things; (b) use the Software for production or in any other commercial capacity; (c) prepare, develop, make or have made, sell or otherwise distribute any derivative works based upon the Software; (d) decompile, disassemble, merge, translate, modify or reverse engineer any portions of the Software or otherwise attempt to derive the source code for the Software; (e) grant any sublicenses or other rights to use the Software to any other person or entity; (f) disable or otherwise interfere with or attempt to disable or otherwise interfere with any access control methods within the Software; or (g) reproduce or otherwise dispose of the Software. 3. Rights Reserved. Notwithstanding anything to the contrary contained herein, all rights not specifically granted in this Agreement to Licensee shall be reserved and remain always with Licensor. 4. Support. Licensor shall have no obligation to correct any bugs, defects or errors in the Software or to otherwise support or maintain the Software. 5. No Warranty. LICENSEE AGREES THAT IT LICENSES THE SOFTWARE FROM LICENSOR .AS IS. WITHOUT ANY WARRANTY OF ANY KIND. LICENSOR SPECIFICALLY PROVIDES NO WARRANTY WHATSOEVER THAT THE SOFTWARE WILL BE BUG OR ERROR FREE OR THAT THE SOFTWARE WILL BE SUITABLE FOR LICENSEE.S PURPOSES. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE SOFTWARE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ARISING OUT OF COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE. 6. Intellectual Property Rights. Title to the Software shall always remain with Licensor, and Licensee shall not acquire any interest therein. Licensor shall solely own and have exclusive worldwide right, title and interest in and to the Software, and to all modifications, enhancements and derivative works thereof, and in all United States and worldwide trademarks, service marks, trade dress, logos, copyrights, rights of authorship, inventions, patents, rights of inventorship, rights of publicity, privacy and defamation, trade secrets, rights under unfair competition and unfair trade practices laws, and all other intellectual and industrial property rights (collectively .Intellectual Property Rights.) related thereto. Licensee shall not challenge, contest or otherwise impair Licensor.s ownership of the Software or the validity or enforceability of Licensor.s Intellectual Property Rights related thereto. 7. Confidentiality. Licensee agrees that during the performance of this Agreement, Licensor may, but is not obligated to, disclose to Licensee confidential information regarding its business, including without limitation know-how, inventions, computer codes, designs, Software documentation, programming techniques, research and development activities and other proprietary information which constitutes trade secrets of Licensor (collectively .Confidential Information.). For purposes of this Agreement, the Software shall also be deemed to be Licensor.s Confidential Information. Licensee shall not in any way disclose, copy, modify, distribute or otherwise transfer Licensor.s Confidential Information, or any part thereof, to any other person or entity at any time. Licensee shall use Licensor.s Confidential Information only for the Purpose, and not for any other purpose. 8. Enforcement. Licensor and Licensee agree that Licensor will be irreparably harmed and money damages would be inadequate compensation to Licensor in the event Licensee breaches any provision of this Agreement. Accordingly, all the provisions of this Agreement shall be specifically enforceable by injunctive and other relief against Licensee in addition to any other remedies available to Licensor. 9. Cessation to Use. Upon termination of this Agreement: (a) the License to use the Software shall automatically end and all rights shall revert to Licensor, and Licensee shall thereafter immediately stop using the Software in any way; and (b) Licensee shall return to Licensor all Confidential Information previously disclosed to Licensee and delete from all computer systems or equipment all copies of the Software. 10. Limitation of Liability. LICENSOR SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT, THE BREACH THEREOF, THE USE OR INABILITY TO USE THE SOFTWARE, THE RESULTS GENERATED FROM THE USE OF THE SOFTWARE, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS HOWEVER CHARACTERIZED AND/OR FROM ANY OTHER CAUSE WHATSOEVER. LICENSEE AGREES THAT IT SHALL BE SOLELY RESPONSIBLE FOR PROTECTING ITS DATA AND OTHER MATERIALS USED IN CONNECTION WITH THE SOFTWARE. 11. Independent Parties. Nothing contained herein shall be construed as creating a joint venture, partnership, agent or employment relationship between Licensor and Licensee. No party is the agent of any other party and no party has the authority to bind the other party in any way. 12. Governing Law and Venue. This Agreement shall be interpreted and enforced according to the laws of the State of California, without application of its conflicts or choice of law rules. Both parties irrevocably submit to the jurisdiction of the state or federal courts located in San Diego, California, for any action or proceeding regarding this Agreement, and waive any right to object to such jurisdiction or venue. 13. Assignment. Licensee shall not assign or delegate this Agreement without Licensor.s prior written consent. 14. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void or unenforceable, each and every other provision shall nevertheless continue in full force and effect, and the severed provision shall be revised so as to reflect the original intent of the parties hereunder to the maximum extent permitted by applicable law. 15. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes all prior or contemporaneous understandings or agreements, whether oral or written. This Agreement can be modified or amended only by a writing signed by Licensor and Licensee. All rights and remedies conferred herein shall be cumulative and in addition to all of the rights and remedies available to each party at law, equity or otherwise. The provisions of Sections 2, and 5 through 17, inclusive, shall survive the termination of this Agreement. 16. Attorneys. Fees. In the event a dispute arises regarding this Agreement, the prevailing party shall be entitled to its reasonable attorneys. fees and expenses incurred in addition to any other relief to which it is entitled. 17. Indemnity. Licensee shall indemnify, defend and hold harmless Licensor, its affiliates, trustees, officers, employees, agents, successors and assigns, against all damages, claims, liabilities, losses and other expenses, including without limitation reasonable attorney.s fees and costs, whether or not a lawsuit or other proceeding is filed, that arise out of or relate to (i) Licensee.s use of the Software; and (ii) Licensee.s negligent or willful acts or omissions. In the event Licensee fails to promptly indemnify and defend such claims or pay Licensor.s expenses as provided above, Licensor should have the right to defend itself, and in that case, Licensee shall reimburse Licensor for all of its reasonable attorney.s fees, costs and damages incurred in settling or defending such claims within thirty (30) days of each of Licensor.s written requests. The foregoing indemnity shall be a payment obligation and not merely a reimbursement obligation, it being understood that Licensor and Licensee have a .contrary intention. with respect to the provisions of paragraph 2 of Section 2778 of the California Civil Code. 18. Termination. This Agreement shall terminate immediately upon any breach of Sections 2, 6 or 7 by Licensee without any opportunity to cure such breach. Additionally, Licensor has the right to terminate this Agreement if Licensee breaches any other provision of this Agreement and fails to cure such breach within thirty (30) days after receiving Licensor.s written notice of default that describes the nature of the breach.