Subtype Predictor Public End User License Agreement
By subscribing to use the software, you agree to the terms and conditions of this End User License Agreement (“agreement”). You will be referred to as the “customer.” The customer acknowledges that customer has read and agrees to all the terms and conditions of this agreement with CCR, NCI, NIH. The date that customer agrees to this agreement is the “effective date.”
1.1 “Subtype Predictor Platform” means the software platform provided by CCR to run the Software.
1.2 “Software” means CCR’s software product, including Subtype Predictor and related data and one or more language definition corpora for processing text software, in object and binary code form.
2.1 License to Use Software. Subject to the terms of this Agreement, CCR hereby grants to Customer a non-exclusive, non-transferable, personal license during the Agreement term to access and use the Software for Customer’s internal business use and solely on the Subtype Predictor Platform. Customer understands that the Software (i) is provided at no cost to Customer, (ii) has full functionality but may be subject to certain limitations, including but not limited to, the throttling of the speed, and (iii) may not be used for commercial purposes.
2.2 Customer Restrictions. Customer may not: (i) use the Software for any unlawful, unauthorized, fraudulent or malicious purpose, (ii) modify, adapt, sublicense, translate, or sell the Software or use thereof to any third parties; (iii) reverse engineer, modify, decompile, time share, disassemble or extract any portion of any Software or the software used to provide the Software (except to the limited extent applicable laws specifically prohibit such restriction); (iv) bypass any measures Subtype Predictor may use to prevent or restrict access to the Software or otherwise interfere with any other party’s use and enjoyment of the Software; or (v) use the Software to infringe any intellectual property or other right of any other third party.
3.1 Ownership. The use of the Software is licensed to Customer for use during the term of this Agreement, not sold. There are no implied rights. CCR retains all right, title and interest in and to the Software, all data generated by the Software, and all intellectual property rights in any of the foregoing. CCR may, from time to time, modify the Software, (e.g. to provide new features, implement new protocols, maintain compatibility with emerging standards or comply with regulatory requirements).
3.2 Customer Data. As between CCR’s and Customer, Customer shall own all data, information or material that Customer enters into the Software (“Customer Data”). Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data. Customer acknowledges and agrees that CCR may use statistical data based on Customer usage, traffic patterns and behavior of the users of the Software to provide and improve its Software and related services to its customers generally.
4.1 Term. The initial term of Agreement shall commence upon the Effective Date and shall continue for until terminated as set forth herein.
4.2 Termination. CCR may terminate this Agreement and/or discontinue the availability of the Software on the Subtype Predictor Platform at any time without notice to Customer. Customer may terminate this Agreement at any time by ceasing use of the Software.
THE Software provided to Customer hereunder IS provided ON AN “as is” basis WITHOUT SUPPORT SERVICES, and CCR AND ITS SUPPLIERS make no representation or warranty relating thereto, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or any other warranties that might arise from the course of dealing, usage or trade practice. No advice or information provided by CCR will create a warranty. Customer assumes total responsibility for any and all risk arising from Customer’s use of, or inability to use, the Software. CCR SHALL HAVE NO RESPONSIBILITY FOR LOSS OF DATA OR INABILITY TO USE THE SOFTWARE.
6.1 Indemnity by Customer. Customer agrees to defend any third party claim against CCR alleging or relating to any Customer business practice, Customer Data, or use of the Software which is in violation of any law, rule, or regulatory action, breaches this Agreement or infringes any intellectual property or other right of any third party. Customer to pay any final non-appealable judgment rendered on such claim, provided CCR gives Customer prompt notice of the claim. CCR reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will assist and cooperate with CCR in asserting any available defenses.
7.1 No Liability for Consequential Damages. To the maximum extent permitted by applicable law, EXCEPT FOR A BREACH OF SECTION 3 BY CUSTOMER OR CUSTOMER’s indemnification obligations pursuant to section 6, in no event shall either party be liable to the other for any incidental, indirect, special, exemplary damages, damages for loss of business profits, loss of business information, or other pecuniary loss arising out of the use of THE Software, even if such party has been advised of the possibility of such loss or damages. The limitations on liability and types of damages stated in this Section apply, regardless of the form of any lawsuit or claim either party may bring, whether in tort, contract or otherwise, and regardless of whether any limited remedy provided in this Agreement fails of its essential purpose. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to Customer, some or all of the above disclaimers, exclusions, or limitations may not apply to Customer, and Customer might have additional rights.
8.1 Force Majeure. CCR shall not be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of CCR or its contractors, agents or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, earthquakes, natural or other disasters.
8.2 Waiver/Severability. The waiver by either party hereto of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. Further, it is expressly understood and agreed that in the event any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusion of damages set forth herein shall remain in full force and effect.
8.7 Changes. This Agreement may be changed, modified, supplemented or updated by CCR from time to time. If the change has a material adverse impact on Customer and Customer does not agree to the change, Customer must cease using the Software immediately.