Academic and Non-Commercial Research Use Software License and Terms of Use

x-Transposable element analyzer (xTea) (the “Software,”) is a transposable element insertion identification tool developed for WES/WGS of multiple sequencing platforms.  
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. 
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 academic use at End User’s academic or not-for-profit research institution (“Institution”) on the following terms and conditions: 
1.	NO COMMERCIAL USE. End User shall not use the Software for commercial purposes, including for any internal research purposes for or on behalf of any for-profit entity, 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, core facilities or laboratories or to provide research services to (or in collaboration with) third parties for a fee, and in industry-sponsored collaborative research projects where any commercial rights are granted to the sponsor.  If End User wishes to use the Software for commercial purposes or for any other restricted purpose, End User must execute a separate license agreement with Harvard.  

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

2.	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.

3.	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 academic use at End User’s Institution.  End User shall not distribute Derivative Works to any third party without the express written consent of Harvard.

4.	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. 

5.	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.

6.	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 Harvard as the provider of the Software and may cite the relevant reference(s) from the following list of publications: 

Comprehensive identification of transposable element insertions using multiple sequencing technologies
Chong Chu, Rebeca Borges Monroy, Vinay Viswanadham, Soohyun Lee, Heng Li, Eunjung Alice Lee & Peter J. Park 
Under review

7.	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.

8.	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.

9.	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.

10.	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.

11.	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.

12.	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.
