BROAD INSTITUTE SOFTWARE LICENSE AGREEMENT
FOR ACADEMIC NON-COMMERCIAL RESEARCH PURPOSES ONLY
This Agreement is made between the Broad Institute, Inc. with a principal
address at 7 Cambridge Center, Cambridge, MA 02142 ("BROAD") and the
LICENSEE and is effective at the date the downloading is completed
WHEREAS, LICENSEE desires to license the PROGRAM, as defined hereinafter,
and BROAD wishes to have this PROGRAM utilized in the public interest,
subject only to the royalty-free, nonexclusive, nontransferable license
rights of the United States Government pursuant to 48 CFR 52.227-14; and
WHEREAS, LICENSEE desires to license the PROGRAM and BROAD desires to grant
a license on the following terms and conditions.
NOW, THEREFORE, in consideration of the promises and covenants made herein,
the parties hereto agree as follows:
1.1 "PROGRAM" shall mean copyright in the object code and source code
known as MutSig and related documentation, if any, as they exist on the
EFFECTIVE DATE and can be downloaded from
http://www.broadinstitute.org/cancer/cga/MutSig on the EFFECTIVE DATE.
2.1 Grant. Subject to the terms of this Agreement, BROAD hereby grants to
LICENSEE, solely for academic non-commercial research purposes, a non-
exclusive, non-transferable license to: (a) download, execute and display
the PROGRAM and (b) create bug fixes and modify the PROGRAM.
LICENSEE hereby automatically grants to BROAD a non-exclusive, royalty-
free, irrevocable license to any LICENSEE bug fixes or modifications to the
PROGRAM with unlimited rights to sublicense and/or distribute. LICENSEE
agrees to provide any such modifications and bug fixes to BROAD promptly
upon their creation.
The LICENSEE may apply the PROGRAM in a pipeline to data owned by users
other than the LICENSEE and provide these users the results of the PROGRAM
provided LICENSEE does so for academic non-commercial purposes only. For
clarification purposes, academic sponsored research is not a commercial use
under the terms of this Agreement.
2.2 No Sublicensing or Additional Rights. LICENSEE shall not sublicense or
distribute the PROGRAM, in whole or in part, without prior written
permission from BROAD. LICENSEE shall ensure that all of its users agree
to the terms of this Agreement. LICENSEE further agrees that it shall not
put the PROGRAM on a network, server, or other similar technology that may
be accessed by anyone other than the LICENSEE and its employees and users
who have agreed to the terms of this agreement.
2.3 License Limitations. Nothing in this Agreement shall be construed to
confer any rights upon LICENSEE by implication, estoppel, or otherwise to
any computer software, trademark, intellectual property, or patent rights
of BROAD, or of any other entity, except as expressly granted herein.
LICENSEE agrees that the PROGRAM, in whole or part, shall not be used for
any commercial purpose, including without limitation, as the basis of a
commercial software or hardware product or to provide services. LICENSEE
further agrees that the PROGRAM shall not be copied or otherwise adapted in
order to circumvent the need for obtaining a license for use of the
3. OWNERSHIP OF INTELLECTUAL PROPERTY
LICENSEE acknowledges that title to the PROGRAM shall remain with BROAD.
The PROGRAM is marked with the following BROAD copyright notice and notice
of attribution to contributors. LICENSEE shall retain such notice on all
copies. LICENSEE agrees to include appropriate attribution if any results
obtained from use of the PROGRAM are included in any publication.
Copyright 2012 Broad Institute, Inc.
Notice of attribution: The MutSig program was made available through the
generosity of the Cancer Genome Analysis group at the Broad Institute, Inc.
LICENSEE shall not use any trademark or trade name of BROAD, or any
variation, adaptation, or abbreviation, of such marks or trade names, or
any names of officers, faculty, students, employees, or agents of BROAD
except as states above for attribution purposes.
LICENSEE shall indemnify, defend, and hold harmless BROAD, and their
respective officers, faculty, students, employees, associated investigators
and agents, and their respective successors, heirs and assigns,
("Indemnitees"), against any liability, damage, loss, or expense (including
reasonable attorneys fees and expenses) incurred by or imposed upon any of
the Indemnitees in connection with any claims, suits, actions, demands or
judgments arising out of any theory of liability (including, without
limitation, actions in the form of tort, warranty, or strict liability and
regardless of whether such action has any factual basis) pursuant to any
right or license granted under this Agreement.
5. NO REPRESENTATIONS OR WARRANTIES
THE PROGRAM IS DELIVERED "AS IS." BROAD MAKES NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND CONCERNING THE PROGRAM OR THE COPYRIGHT, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THE ABSENCE OF LATENT
OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. BROAD EXTENDS NO WARRANTIES
OF ANY KIND AS TO PROGRAM CONFORMITY WITH WHATEVER USER MANUALS OR OTHER
LITERATURE MAY BE ISSUED FROM TIME TO TIME.
IN NO EVENT SHALL BROAD OR ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
AFFILIATED INVESTIGATORS AND AFFILIATES BE LIABLE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ECONOMIC
DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER BROAD
SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF
THE POSSIBILITY OF THE FOREGOING.
This Agreement is personal to LICENSEE and any rights or obligations
assigned by LICENSEE without the prior written consent of BROAD shall be
null and void.
7.1 Export Control. LICENSEE gives assurance that it will comply with all
United States export control laws and regulations controlling the export of
the PROGRAM, including, without limitation, all Export Administration
Regulations of the United States Department of Commerce. Among other
things, these laws and regulations prohibit, or require a license for, the
export of certain types of software to specified countries.
7.2 Termination. LICENSEE shall have the right to terminate this Agreement
for any reason upon prior written notice to BROAD. If LICENSEE breaches any
provision hereunder, and fails to cure such breach within thirty (30) days,
BROAD may terminate this Agreement immediately. Upon termination, LICENSEE
shall provide BROAD with written assurance that the original and all copies
of the PROGRAM have been destroyed, except that, upon prior written
authorization from BROAD, LICENSEE may retain a copy for archive purposes.
7.3 Survival. The following provisions shall survive the expiration or
termination of this Agreement: Articles 1, 3, 4, 5 and Sections 2.2, 2.3,
7.3, and 7.4.
7.4 Notice. Any notices under this Agreement shall be in writing, shall
specifically refer to this Agreement, and shall be sent by hand, recognized
national overnight courier, confirmed facsimile transmission, confirmed
electronic mail, or registered or certified mail, postage prepaid, return
receipt requested. All notices under this Agreement shall be deemed
effective upon receipt.
7.5 Amendment and Waiver; Entire Agreement. This Agreement may be amended,
supplemented, or otherwise modified only by means of a written instrument
signed by all parties. Any waiver of any rights or failure to act in a
specific instance shall relate only to such instance and shall not be
construed as an agreement to waive any rights or fail to act in any other
instance, whether or not similar. This Agreement constitutes the entire
agreement among the parties with respect to its subject matter and
supersedes prior agreements or understandings between the parties relating
to its subject matter.
7.6 Binding Effect; Headings. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective permitted
successors and assigns. All headings are for convenience only and shall not
affect the meaning of any provision of this Agreement.
7.7 Governing Law. This Agreement shall be construed, governed, interpreted
and applied in accordance with the internal laws of the Commonwealth of
Massachusetts, U.S.A., without regard to conflict of laws principles.