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Chan Zuckerberg Biohub End User License Agreement (EULA) May 2018

© 2018 Chan Zuckerberg Biohub

SOFTWARE LICENSE

This agreement (the “Agreement”) is between the Chan Zuckerberg Biohub (“CZ Biohub”, “we”, “us” or “our”) and you and governs your use of this software and accompanying documentation (the “Software”). Please carefully read this Agreement, which contains important provisions regarding your use of the Software and which make you responsible for losses associated with use of the Software. By using the Software, you agree to these terms. If you don’t agree with them, do not use the Software.

  1. You represent and warrant that you are of legal age to enter into and carry out this Agreement, and, if you are using the Software on behalf of any entity, that you are authorized to enter into this Agreement on such entity’s behalf and that such entity agrees to be responsible to us if you or that entity violates this Agreement.

  2. License.

    Subject to your compliance with this Agreement, we grant you a non-exclusive, revocable, non-sublicenseable, non-transferable, license to use (including to copy, modify, create derivative works of, and display) the Software solely for your internal academic or internal scientific research purposes.

  3. Restrictions.

    You may not:

    1. use the software to provide medical or other services to anyone;
    2. use the Software to harm anyone, to infringe or otherwise violate anyone’s rights, or to violate applicable laws, rules or regulations (“Applicable Law”); or
    3. rent, lease, lend, sell, assign, transfer, or otherwise make available the Software to any third party.

  4. Disclaimers.

    The Software is not intended to be used as a medical device or for purposes of medical analysis, diagnosis or treatment. To the maximum extent permitted by applicable law, the Software is provided “as is”, with all faults, and without any warranty, express or implied and we hereby disclaim all warranties of title, non-infringement, merchantability, fitness for a particular purpose, and any warranties arising from course of dealing, usage or trade practice. To the maximum extent permitted by Applicable Law, we do not make any promises that the Software will meet anyone’s requirements, operate without interruption, achieve any intended result, be compatible with any other software, system or service, or be secure, accurate, complete, free of harmful code, or error free.

  5. Indemnity.

    To the maximum extent permitted by Applicable Law, you agree to indemnify and hold harmless CZ Biohub, its affiliates, and its and their successors, assigns, officers, directors, employees, and agents (including CZ Biohub, the “CZ Biohub Protected Parties” and each, a “CZ Biohub Protected Party”) from and against any and all liabilities, costs, damages, charges, losses, penalties, judgments, settlements, and expenses (including reasonable attorney’s fees) arising out of or related to any suit, demand, action, proceeding, or other claim (“Claims”) between a CZ Biohub Protected Party and a third party arising out of or relating to your actual or alleged

    1. failure to comply with this Agreement,
    2. use of the Software, or
    3. liability for personal injury or damage to property.

  6. Limitation of Liability.

    To the maximum extent permitted by Applicable Law, the CZ Biohub Protected Parties will not be liable for any indirect, incidental, special, punitive, or consequential damages of any kind (including lost profits, lost data, business interruption, or loss of goodwill) irrespective of whether such damages arise from Claims brought in contract, tort, negligence, warranty, strict liability, or any other theory at law or in equity, and even if any CZ Biohub Protected Party has been advised of the possibility of such damages. Without limiting the foregoing, to the maximum extent permitted by Applicable Law, in no event will the CZ Biohub Protected Parties’ aggregate liability arising out of or relating to this Agreement or the Software exceed USD $100. The exclusions and limitations set forth in this Section 6 do not apply to losses arising from a CZ Biohub Protected Party’s gross negligence or willful misconduct. If any limitation in this Section 6 is unenforceable in any instance, then such limitation will apply to the maximum extent permitted by Applicable Law.

  7. Open Source Software.

    The Software includes open source software components (“Open Source Components”) licensed under the open source licenses listed on our website here [link to website], which website will also provide you with a link to each applicable open source license (each, an “Open Source License”). Any use of the Open Source Components by you is governed by, and subject to, the terms and conditions of the Open Source License(s).

  8. Feedback and Derivative Works.

    You hereby grant to us a worldwide, royalty-free, sublicenseable, transferrable, perpetual, irrevocable, right and permission to use or incorporate into the Software

    1. any suggestions, ideas, requests, or feedback and
    2. any improvements, modifications or other changes to the Software, in each case ((1) and (2), the “Improvements”) that you, your sublicensees or agents make generally publicly available or that are otherwise made available to us and to use, modify, translate, distribute and sell the Software with such Improvements.

  9. Ownership of IP.

    As between you and us, we own all right, title, and interest, including all intellectual property rights, in and to the Software. Except for the license in Section 2, we reserve and do not grant any other rights (whether expressly, by implication or otherwise). The above copyright notice should be included in all copies of this Software.

  10. Governing Law.

    This Agreement and all matters arising out of or relating to it, whether sounding in contract, tort, or statute shall be governed by, and construed in accordance with, the laws of the State of California, USA without giving effect to California’s conflict of laws rules to the extent they would require or permit the application of the laws of any jurisdiction other than those of California. All claims arising out of or related to this Agreement or the Software will be litigated exclusively in the federal or state courts of San Francisco, California and you and we consent to personal jurisdiction in those courts.

  11. Government End Users.

    As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, all Software (including, for the avoidance of doubt, the accompanying documentation) provided in connection with this Agreement are “commercial items,” “commercial computer software” or “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. Licensee will ensure that each copy used or possessed by or for the government is labeled to reflect the foregoing.

  12. Compliance with Laws; Export Controls.

    You will comply with all applicable export controls of the United States, the European Union, and any other applicable governmental authority, including the U.S. Export Administration Regulations and U.S. International Traffic in Arms Regulations (“ITAR”). You will not, directly or indirectly, export, re-export or download the Software to, or allow or enable access to the Software by, any of the following:

    1. any individual, entity or location prohibited by Applicable Law, including any U.S. sanctions program or export controls;
    2. anyone on the SDN List, the Denied Persons List or Entity List or other export control lists; or
    3. for any purpose prohibited by Applicable Law.

    You represent and warrant that

    1. you are not located in or ordinarily resident in a country that is subject to a U.S. Government embargo or comprehensive sanctions, or that has been designated by the U.S. Government as a “terrorist supporting” country;
    2. you are not listed on any U.S. Government list of prohibited or restricted parties; and
    3. no U.S. federal agency has otherwise suspended, revoked or denied your export privileges.

  13. Severability.

    If any part of this Agreement is held to be invalid or unenforceable, then such part will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable part, with all other portions of this Agreement remaining in full force and effect.

  14. Assignment.

    We may freely assign our rights or delegate our obligations under this Agreement. In the event of an assignment, the Agreement will remain in full force and effect and will bind the permitted assignee.

  15. Entire Agreement; Waiver.

    This Agreement constitutes the entire agreement between you and us regarding the Software. If you wish to modify the Agreement, any amendment must be provided to us in writing and signed by our authorized representative. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the party to be bound by the waiver.

  16. Construction.

    The words “including” shall be deemed to be followed by “without limitation”. Unless context expressly requires otherwise, the conjunction “or” shall be understood in its inclusive sense (and/or).

  17. Equitable relief.

    A breach of these terms may give rise to irreparable harm for which monetary damages would not be adequate; in the event of such a breach or threatened breach, a party may seek equitable relief in addition to other rights and remedies that may be available.