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Northeastern University

Software End User License Agreement for Non-Commercial Use

Northeastern University (“University”) has developed certain software and documentation titled Compound Prism Designer Software, disclosure SW-23050 (the “Software”) and is the owner of associated rights, title and interest in the software and documentation that it desires to make available without charge to anyone for academic and/or not-for-profit internal research use only. Distribution or any other use of the Software requires a license for commercial purposes, if available, from the University.

This Software End User License Agreement for Non-Commercial Use (the “Agreement”), sets forth the terms of use governing your (the “End User”) use of the Software. The Software is being released, on a GitHub repository, free of charge by University to the End User solely for academic and/or not-for-profit internal research purposes (the “Purpose”). The Purpose excludes any use of the Software by End User in connection with human subject research, including for diagnostic and clinical research purposes.

End User must agree to the terms below or End User shall have no right to access or use the Software whatsoever.

UNIVERSITY agrees to grant, hereunder, a non-exclusive, non-transferable, non-sublicensable license to End User for the use of the Software solely for the Purpose on the following terms and conditions:

  1. NO COMMERCIAL USE. End User shall use the Software for the Purpose only. Any use of the Software for commercial purposes by End User is expressly prohibited. Commercial purposes includes, but is not limited to, use of the Software in fee-for-service arrangements, to create or incorporate into commercial products or use for commercial services, or to provide fee-based research services to third parties. End User must execute a separate written license agreement with UNIVERSITY for any rights related to commercial use or any use outside of the Purpose.

  2. NO REDISTRIBUTION; RESTRICTIONS ON USE. Software remains the property of University and End User shall not: (a) publish, distribute, or otherwise transfer or make available the Software to any other third party for any purpose whatsoever; (b) merge, reverse engineer, decompile or reverse assemble the Software or any portion thereof; and (c) modify, derivitize, rewrite, or otherwise adapt the Software in any way, except as necessary to install and use the Software for the Purpose in accordance with the terms herein.

In order to request use of the Software for commercial purposes, or for other purposes not permitted herein, please contact:

Northeastern University

Center for Research Innovation

Email: [email protected]

Notwithstanding the foregoing, University is under no obligation to grant any commercial use rights to End User.

  1. OWNERSHIP AND COPYRIGHT NOTICE. No ownership rights in the Software are transferred to End User under this Agreement. All right, title and interest in and to the Software, and any intellectual property or proprietary rights therein, remain with University. End User acknowledges that the Software may be covered by University’s copyrights, patents or patent applications. End User shall not remove or delete and shall retain in the Software and any modifications to Software, the copyright, trademark, or other notices pertaining to the Software as are provided with the Software.

  2. End User acknowledges that there may be third party code contained within the Software that may be governed by separate terms and conditions and End User agrees to comply with such separate terms and conditions.

  3. FEEDBACK End User may provide University with feedback on the End User’s use of the Software (e.g., directed to bugs in the Software, the user experience, etc.) (collectively, “Feedback”). University may use Feedback to make changes and improvements to the Software without any compensation or an accounting to End User. End User acknowledges that University may develop modifications to the Software that may be based on Feedback. University shall not be restricted in any way by End User regarding University’s use of such Feedback.

  4. INTELLECTUAL PROPERTY. End User agrees not to file any patent applications related to, or that claim rights in, any portion of the Software.

  5. PUBLICATION & ATTRIBUTION. End User may publish and/or share results based on its use of the Software. If such results are published, End User shall acknowledge University as the provider and owner of the Software, shall specify the version of Software used, and include the following:

“Copyright Notice and Disclaimer. © NORTHEASTERN UNIVERSITY Compound Prism Designer Software used with permission. All Rights Reserved.

  1. LIMITATION OF LIABILITY. IN NO EVENT SHALL UNIVERSITY BE LIABLE TO END USER, IN CONTRACT, TORT OR OTHERWISE, FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE AND/OR USE OF THE SOFTWARE, EVEN IF UNIVERSITY IS NEGLIGENT OR OTHERWISE AT FAULT, AND REGARDLESS OF WHETHER UNIVERSITY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USE OF THE SOFTWARE IS AT END USER’S OWN RISK. IF END USER IS DISSATISFIED WITH THE SOFTWARE, ITS EXCLUSIVE REMEDY IS TO CEASE USING THE SOFTWARE.

  2. data and other information Supplied by end users. Any data, communication or other information End User transmits to UNIVERSITY will be deemed non-confidential and non-proprietary.

  3. NO WARRANTIES. THE SOFTWARE IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, UNIVERSITY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR OTHERWISE) REGARDING THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OWNERSHIP, AND NON-INFRINGEMENT. UNIVERSITY MAKES NO WARRANTY ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, SUFFICIENCY OR QUALITY OF THE SOFTWARE. UNIVERSITY DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT ERROR OR INTERRUPTION, OR THAT THE SOFTWARE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPUTER CODE.

  4. INDEMNIFICATION. To the fullest extent permitted by law, End User shall indemnify, defend and hold harmless University and its respective affiliates, current or future directors, trustees, officers, faculty, employees, students and agents and their respective successors, heirs and assigns (the “Indemnitees”), against any liability, damage, loss or expense (including reasonable attorney’s fees and expenses of litigation) incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising from End User’s access to and/or use of the Software except to the extent directly caused by the gross negligence or willful misconduct of an Indemnitee.

  5. GOVERNING LAW. This Agreement and all disputes arising hereunder shall be construed and governed by the laws of the Commonwealth of Massachusetts regardless of otherwise applicable choice of law standards.

  6. NON-USE OF NAME. Nothing in this Agreement shall be construed as granting End Users or their institutions any rights or licenses to use any trademarks, service marks or logos displayed on the Software. End User shall not otherwise use or allow the use of the name of Northeastern University or “University” or any variation, adaptation, or abbreviation thereof, or of any of its trustees, officers, faculty, students, employees, or agents, or any trademark owned by University, in any other public announcement or disclosure without prior written consent. University consent can be requested by email (to [email protected]), which University may withhold in its sole discretion. If End User seeks to use the name of an individual trustee, officer, faculty, student, employee or agent, End User must receive the written consent of such individual.

  7. MISCELLANEOUS. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior negotiations or discussions, whether written or oral. End User shall use the Software in compliance with all applicable laws and regulations. These terms may be modified or amended only in writing signed by authorized representatives of University and End User. This Agreement may not be assigned. The failure of University to enforce at any time any of the provisions of the Agreement will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability to enforce each and every such provision thereafter.

END OF LICENSE

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