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| **Academic and/or Non-Commercial Research Use Software License and Terms of | ||
| Use** | ||
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| This Agreement concerns MERLIN (the “Software”), useful for analysis of images | ||
| obtained using MERFISH. The Software was developed by George Emanuel, Stephen | ||
| Eichhorn, and Xiaowei Zhuang at Harvard University. | ||
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| Using the Software indicates your agreement to be bound by the terms of this | ||
| Software Use Agreement (“Agreement”). Absent your agreement to the terms below, | ||
| you (the “End User”) have no rights to hold or use the Software whatsoever. | ||
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| President and Fellows of Harvard College (“Harvard”) agrees to grant hereunder | ||
| the limited non-exclusive license to End User for the use of the Software in the | ||
| performance of End User’s internal, non-commercial research and/or academic use | ||
| at End User’s institution or company (“Institution”) on the following terms and | ||
| conditions: | ||
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| 1. **NO REDISTRIBUTION.** The Software remains the property of Harvard, and | ||
| except as set forth in Section 4, End User shall not publish, distribute, or | ||
| otherwise transfer or make available the Software to any other party. | ||
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| 2. **NO COMMERCIAL USE.** End User shall not use the Software for commercial | ||
| purposes and any such use of the Software is expressly prohibited. This | ||
| prohibition includes, but is not limited to, use of the Software in | ||
| fee-for-service arrangements or to provide research services to (or in | ||
| collaboration with) third parties for a fee. This prohibition does not | ||
| extend to use for internal research purposes within a for-profit entity. If | ||
| End User wishes to use the Software for commercial purposes prohibited | ||
| herein, or for any other restricted purpose, End User must execute a | ||
| separate license agreement with Harvard. | ||
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| > *Requests for use of the Software for or on behalf of for-profit entities or | ||
| > for any commercial purposes, please contact*: | ||
| > | ||
| > Office of Technology Development | ||
| Harvard University | ||
| Smith Campus Center, Suite 727E | ||
| 1350 Massachusetts Avenue | ||
| Cambridge, MA 02138 USA | ||
| Telephone: (617) 495-3067 | ||
| E-mail: otd\@harvard.edu | ||
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| 3. **OWNERSHIP AND COPYRIGHT NOTICE.** Harvard owns all intellectual property | ||
| in the Software. End User shall gain no ownership to the Software. End User | ||
| shall not remove or delete and shall retain in the Software, in any | ||
| modifications to Software and in any Derivative Works, the copyright, | ||
| trademark, or other notices pertaining to Software as provided with the | ||
| Software. | ||
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| 4. **DERIVATIVE WORKS.** End User may create and use Derivative Works, as such | ||
| term is defined under U.S. copyright laws, provided that any such Derivative | ||
| Works shall be restricted to non-commercial, internal research and/or | ||
| academic use at End User’s Institution. End User may distribute Derivative | ||
| Works to other institutions solely for the performance of non-commercial, | ||
| internal research and/or academic use on terms substantially similar to this | ||
| License and Terms of Use. | ||
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| 5. **FEEDBACK.** In order to improve the Software, comments from End Users may | ||
| be useful. End User agrees to provide Harvard with feedback on the End | ||
| User’s use of the Software (e.g., any bugs in the Software, the user | ||
| experience, etc.). Harvard is permitted to use such information provided by | ||
| End User in making changes and improvements to the Software without | ||
| compensation or an accounting to End User. | ||
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| 6. **NON ASSERT.** End User acknowledges that Harvard may develop modifications | ||
| to the Software that may be based on the feedback provided by End User under | ||
| Section 5 above. Harvard shall not be restricted in any way by End User | ||
| regarding the use of such information. End User acknowledges the right of | ||
| Harvard to prepare, publish, display, reproduce, transmit and or use | ||
| modifications to the Software that may be substantially similar or | ||
| functionally equivalent to End User’s modifications and/or improvements if | ||
| any. In the event that End User obtains patent protection for any | ||
| modification or improvement to Software, End User agrees not to allege or | ||
| enjoin infringement of End User’s patent against Harvard or any of its | ||
| researchers, medical or research staff, officers, directors and employees. | ||
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| 7. **PUBLICATION & ATTRIBUTION.** End User has the right to publish, present, | ||
| or share results from the use of the Software. In accordance with customary | ||
| academic practice, End User will acknowledge Xiaowei Zhuang Laboratory at | ||
| Harvard as the provider of the Software. | ||
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| 8. **NO WARRANTIES.** THE SOFTWARE IS PROVIDED "AS IS." TO THE FULLEST EXTENT | ||
| PERMITTED BY LAW, HARVARD 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. HARVARD MAKES NO | ||
| WARRANTY ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, | ||
| SUFFICIENCY OR QUALITY OF THE SOFTWARE. HARVARD DOES NOT WARRANT THAT THE | ||
| SOFTWARE WILL OPERATE WITHOUT ERROR OR INTERRUPTION. | ||
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| 9. **Limitations of Liability and Remedies**. USE OF THE SOFTWARE IS AT END | ||
| USER’S OWN RISK. IF END USER IS DISSATISFIED WITH THE SOFTWARE, ITS | ||
| EXCLUSIVE REMEDY IS TO STOP USING IT. IN NO EVENT SHALL HARVARD BE LIABLE TO | ||
| END USER OR ITS INSTITUTION, IN CONTRACT, TORT OR OTHERWISE, FOR ANY DIRECT, | ||
| INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES OF | ||
| ANY KIND WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, EVEN | ||
| IF HARVARD IS NEGLIGENT OR OTHERWISE AT FAULT, AND REGARDLESS OF WHETHER | ||
| HARVARD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. | ||
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| 10. **INDEMNIFICATION.** To the extent permitted by law, End User shall | ||
| indemnify, defend and hold harmless Harvard and its current or future | ||
| directors, trustees, officers, faculty, medical and professional staff, | ||
| 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 breach | ||
| of this Agreement or its Institution’s use of the Software except to the | ||
| extent caused by the gross negligence or willful misconduct of Harvard. This | ||
| indemnification provision shall survive expiration or termination of this | ||
| Agreement. | ||
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| 11. **GOVERNING LAW.** This Agreement shall be construed and governed by the | ||
| laws of the Commonwealth of Massachusetts regardless of otherwise applicable | ||
| choice of law standards. | ||
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| 12. **NON-USE OF NAME.** Nothing in this License and Terms of Use shall be | ||
| construed as granting End Users or their Institutions any rights or licenses | ||
| to use any trademarks, service marks or logos associated with the Software. | ||
| You may not use the terms “Harvard” (or a substantially similar term) in any | ||
| way that is inconsistent with the permitted uses described herein. You agree | ||
| not to use any name or emblem of Harvard or any of its subdivisions for any | ||
| purpose, or to falsely suggest any relationship between End User (or its | ||
| Institution) and Harvard, or in any manner that would infringe or violate | ||
| any of Harvard’s rights. | ||
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| 13. End User represents and warrants that it has the legal authority to enter | ||
| into this License and Terms of Use on behalf of itself and its Institution. | ||
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| The MIT License | ||
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| Copyright (c) 2019 Harvard University | ||
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| Permission is hereby granted, free of charge, to any person obtaining a copy | ||
| of this software and associated documentation files (the "Software"), to deal | ||
| in the Software without restriction, including without limitation the rights | ||
| to use, copy, modify, merge, publish, distribute, sublicense, and/or sell | ||
| copies of the Software, and to permit persons to whom the Software is | ||
| furnished to do so, subject to the following conditions: | ||
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| The above copyright notice and this permission notice shall be included in all | ||
| copies or substantial portions of the Software. | ||
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| THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR | ||
| IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, | ||
| FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE | ||
| AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER | ||
| LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, | ||
| OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE | ||
| SOFTWARE. |