LICENSE.txt

WILD TYPE HP-35 AT 360K TRAJECTORY AND A 305-MICROSECOND SIMULATION OF THE NLE/NLE MUTANT OF HP-35 AT 360K TRAJECTORY DATA LICENSE AGREEMENT

1. License Grant.  Subject to the terms and conditions of this data  license agreement (the "Agreement"), D. E. Shaw Research, LLC  ("DESRES") grants to Licensee (defined below) a limited, royalty-free  license, on a non-exclusive, non-transferable, non-assignable, and  non-sublicensable basis, to install and use for Non-Commercial Research (as defined below) the wild type HP-35 simulated at 360 K trajectory (pnas2012-1yrf-WT-360K-protein; as described in Stefano Piana, Kresten Lindorff-Larsen, and David E. Shaw, "Protein Folding Kinetics and Thermodynamics from Atomistic Simulation," Proceedings of the National Academy of Sciences of the United States of America, vol. 109, no. 44, 2012, pp. 17845–17850) and a 305-microsecond simulation of the Nle/Nle mutant of HP-35 simulated at 360K trajectory (pnas2012-2f4k-360K-protein; as described in Stefano Piana, Kresten Lindorff-Larsen, and David E. Shaw, "Protein Folding Kinetics and Thermodynamics from Atomistic Simulation," Proceedings of the National Academy of Sciences of the United States of America, vol. 109, no. 44, 2012, pp. 17845–17850), and any associated documentation that may be provided with each such  trajectory.  As used herein, "Licensee" means the individual  accepting this Agreement or, if the individual accepts this Agreement  on behalf of an organization, such organization.  The specific trajectory data and associated documentation downloaded by Licensee or otherwise provided to Licensee hereunder are collectively referred  to herein as the "Datasets."  The Datasets may be accessed, held, or  otherwise used by a Licensee only in accordance with the terms of  this Agreement.  Use of the Datasets is restricted to Non-Commercial  Research conducted by Licensee and, if Licensee is an organization,  Licensee's employees, research advisees, and students ("Authorized  Users").  The term "Non-Commercial Research" means any academic or  other research which (x) is not undertaken for profit and (y) is not  intended to produce results, works, services, or data for commercial  use by anyone.  Any other parties (including, without limitation, any  collaborators of Licensee) wishing to install or use the Datasets may  do so only if such parties have executed a separate license agreement  with DESRES giving such parties the right to do so.  If Licensee uses  the Datasets for a purpose other than Non-Commercial Research, all  licenses granted hereunder shall terminate immediately with or  without any notice by DESRES.  If Licensee wishes to continue using  the Datasets after any such termination, Licensee must apply for a  new Datasets license, any approval of which application shall be at  DESRES's sole discretion.  DESRES reserves all rights not expressly  granted herein.  For the avoidance of doubt, this Agreement does not apply with respect to any other trajectory datasets that Licensee may separately license from DESRES.

In addition, and notwithstanding anything herein to the contrary, entities who access the Datasets via their GitHub account are granted the following separate, limited license right (consistent with the GitHub Terms of Service as of November 16, 2020) to view and fork the Datasets in the GitHub repository. Subject to all other terms, conditions and limitations of this Agreement, DESRES hereby grants GitHub users a nonexclusive, worldwide license to use, display, and perform the Datasets through the GitHub Service and to reproduce the Datasets solely on GitHub as permitted through GitHub's functionality (for example, through forking). For the avoidance of doubt, all other terms, conditions, and limitation of this Agreement continue to apply, including without limitation, the restriction on usage solely for Non-Commercial Research.  No other separate rights or licenses are granted by this exception.

 2. Representations and Warranties.  Licensee hereby represents and  warrants that(a) Licensee has the necessary authority to enter into this Agreement; (b) all information that Licensee has provided or will hereafter  provide in connection with this Agreement is and will be correct and  complete; (c) Licensee will use the Datasets only for Non-Commercial Research;  and (d) Licensee will abide by, and will (if Licensee is an organization)  ensure that all of its Authorized Users abide by, the terms and  conditions set forth in this Agreement.

3. Restrictions.  Licensee may make copies of the Datasets only as  necessary for its internal use in accordance with this Agreement, and  for bona fide backup or archival purposes.  Licensee shall not: (a)  modify, translate, or adapt the Datasets (in each case other than to  generate reports or publications of results obtained with the  Datasets); (b) rent, lease, loan, sell, transfer, publish, display,  or distribute the Datasets, or make the Datasets available to third  parties, or use the Datasets, or any portion thereof, in a service  bureau, time-sharing, or outsourcing service, or otherwise use the  Datasets for the benefit of third parties; (c) remove or alter any  proprietary rights notices on the Datasets; (d) export, import, or  re-export the Datasets in violation of any applicable law, rule, or  regulation of any jurisdiction; (e) disclose, without DESRES's prior  written approval, the Datasets, whether in whole or in part, other  than as expressly authorized hereunder.  Licensee shall notify DESRES  immediately of any actual or imminent unauthorized access to, or use  or disclosure of, the Datasets.  Licensee recognizes that the  unauthorized use or disclosure of any of the foregoing will give rise  to irreparable injury to DESRES, its affiliates, and/or its licensors  for which monetary damages may be an inadequate remedy; and Licensee  agrees that DESRES, its affiliates, and/or its licensors may seek and  obtain injunctive relief against the breach or threatened breach of  Licensee's obligations hereunder, in addition to any other legal and  equitable remedies which may be available.

4. Acknowledgement and Citation.  Licensee agrees to acknowledge the  use of any Datasets in any reports or publications of results  obtained with the Datasets by including the citation language  contained in the "README.txt" file that is included in the  distribution of the applicable Datasets.

5. Delivery.  In certain circumstances, Licensee will be able to  download the Datasets from a website made available by DESRES.  In  other circumstances, DESRES may elect instead to deliver the Datasets  to Licensee on physical storage media (e.g., a hard drive or a flash  drive) provided by DESRES or Licensee, ("Storage Media"), as  determined by DESRES in its sole discretion.

6. Fees.  The License granted by this Agreement is granted free of  charge.  However, Licensee may be charged fees with respect to the  delivery of any Datasets in order to defray the cost of Storage  Media, shipping, and other expenses incurred in connection with the  preparation and delivery of the Datasets to Licensee.  DESRES will  separately communicate the applicable fees to Licensee prior to  delivery of the Datasets.  Licensee agrees to pay any such fees  within 30 days of receipt of the Datasets.  In addition, Licensee  will be responsible for any taxes, customs duties, or other charges  incurred in connection with receipt and use by Licensee of the  Datasets or Storage Media.

7. Disclaimer of Warranties and Liabilities.  Licensee acknowledges  that the Datasets are a research tool.  The Datasets, any website  made available by DESRES, and any Storage Media are provided "as is."   For the avoidance of doubt, DESRES and its licensors shall have no  maintenance, upgrade, availability, or support obligations with  respect to the Datasets, any website made available by DESRES, or any  Storage Media.  DESRES, ITS AFFILIATES, ITS LICENSORS, AND ITS  SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING  WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A  PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES  THAT THE DATASETS, ANY WEBSITE MADE AVAILABLE BY DESRES, OR ANY  STORAGE MEDIA WILL BE ACCURATE OR ERROR-FREE OR MEET LICENSEE'S  PARTICULAR REQUIREMENTS. LICENSEE AGREES THAT DESRES, ITS AFFILIATES,  ITS LICENSORS, AND ITS SUPPLIERS SHALL NOT BE HELD LIABLE FOR ANY  DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR  INCIDENTAL DAMAGES WITH RESPECT TO ANY CLAIM BY LICENSEE OR ANY THIRD  PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT, USE OF THE  DATASETS OR ANY DERIVATIVE WORK BASED ON THE DATASETS, ANY WEBSITE  MADE AVAILABLE BY DESRES, OR ANY STORAGE MEDIA.

8. Ownership Rights.  Licensee acknowledges that the Datasets, and  any intellectual property and proprietary rights inherent therein or  appurtenant thereto (including without limitation all rights to  patents, copyrights, trademarks, and trade secrets), in all media now  known or hereinafter developed, are the sole and exclusive property  of, and are valuable, confidential, and proprietary to, DESRES and  its licensors; Licensee shall protect the foregoing to at least the  same extent that it protects its own proprietary information, but  using no less than a reasonable standard of care. Licensee is not  purchasing title to the Datasets or copies thereof, but rather is  being granted only a limited license to use the Datasets only in  accordance with this Agreement.  Except in compliance with the  citation requirements of Section 4, Licensee shall not use DESRES or  its affiliates or licensors' names or marks or employee names, or  adaptations thereof, in any advertising, promotional, sales, or other  materials without the prior written consent of DESRES or, if and as  applicable, of DESRES's affiliates or licensors.  Licensee shall  inform DESRES promptly in writing of any actual or alleged  infringement of DESRES or its licensors' rights and of any available  evidence thereof.

9. Term and Termination.  Licensee's license with respect to the  Datasets shall be perpetual, subject to the termination provisions of  this section.  Any and all rights granted to Licensee hereunder shall  terminate immediately upon Licensee's breach of, or non-compliance  with, any provisions of this Agreement, or upon termination of this  Agreement.  DESRES may terminate this Agreement and the license  granted hereunder by providing written notice of termination to  Licensee in its sole discretion.  In the event of any termination of  this Agreement for any reason, Licensee shall discontinue all use of  the Datasets and shall either (a) promptly return all copies of the  Datasets to DESRES, or (b) subject to DESRES's prior consent, provide  DESRES with a certificate of destruction of all copies of the  Datasets. Notwithstanding the foregoing, only Section 1 of this  Agreement shall not survive the termination of this Agreement.

10. General.  This Agreement and its enforcement shall be governed  by, and construed in accordance with, the laws of the State of New  York, without regard to conflicts-of-law principles that would  require application of the law of another jurisdiction.  The  exclusive venue for any action relating to this Agreement shall be  the state and federal courts situated in the State of New York,  County of New York, and each party expressly consents to the  jurisdiction of such courts. This Agreement constitutes the entire  agreement between the parties and supersedes all prior agreements,  written or oral, relating to the subject matter hereof.  This  Agreement may not be modified or altered except by written instrument  duly executed by both parties.  If any provision of this Agreement is  deemed to be unenforceable, that provision shall be enforced to the  maximum extent permitted to effect the parties' intentions hereunder,  and the remainder of this Agreement shall continue in full force and  effect.  The failure of either party to exercise any right provided  for herein shall not be deemed a waiver of any right hereunder.