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LICENSE.txt
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LICENSE.txt
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LICENSE AGREEMENT
BY DOWNLOADING, INSTALLING OR USING THIS SOFTWARE PROGRAM OR ITS RELATED DOCUMENTATION (COLLECTIVELY, THE "PROGRAM"), YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. WE RECOMMEND THAT YOU PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL OR USE THE PROGRAM. YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND YOUR ORGANIZATION AND SUCH ORGANIZATION SHALL BE DEEMED TO BE "YOU" FOR THE PURPOSE OF THIS AGREEMENT. IF NOT, THEN "YOU" SHALL REFER TO YOU INDIVIDUALLY. BY DOWNLOADING, INSTALLING OR USING THE PROGRAM, YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE EMPLOYED BY OR CONDUCTING RESEARCH ON BEHALF OF AN ACADEMIC INSTITUTION OR SIMILAR NOT-FOR-PROFIT RESEARCH ORGANIZATION, AND THAT YOUR USE OF THE PROGRAM WILL BE DIRECTLY RELATED TO YOUR EMPLOYMENT AND/OR RESEARCH AFFILIATION WITH AN ACADEMIC INSTITUTION OR SIMILAR NOT-FOR-PROFIT RESEARCH ORGANIZATION.
This License Agreement (the “Agreement”) is between The Trustees of Columbia University in the City of New York, a non-profit private educational institution, having a principal place of business at 116th St. and Broadway, New York, New York 10027, U.S.A. (“Columbia”) and You (as defined above).
1. License Grant and Conditions.
1.1 Subject to the terms and conditions of this Agreement, Columbia grants You a non-exclusive and non-transferable license to install, display, create derivative works, and use the Program solely for internal, non-commercial, academic and research purposes. Commercial use of the Program is expressly prohibited under this Agreement and you expressly warrant that you will not use this Program for any commercial purpose whatsoever. Your use of the Program shall be in accordance will all applicable laws, regulations, and policies.
1.2 By downloading, You accept the Program on an “AS IS, AS PROVIDED” basis. The Program is the product of academic research, and Columbia does not represent that it is free from errors or is suitable for any particular task. Columbia reserves the right to make corrections, improvements or enhancements to the Program without notice to You and without obligation to furnish the said corrections, improvements or enhancements to You.
1.3 Derivative works of the Program created by You or on Your behalf shall be solely owned by Columbia. If You create any derivative works of the Program, You will promptly disclose and provide such derivative works to Columbia in writing within 60 days of making such derivative works. You agree to cooperate with Columbia in taking all reasonable steps, including executing documents, as Columbia deems necessary or useful to more fully perfect Columbia’s rights under this Section 1.3. For the purpose of this Agreement, “derivative work” means a work created by or on behalf of You that employs or is based upon a variation of the source code included within the Program, including but not limited to a revision, modification, improvement, enhancement, correction, translation, abridgment, condensation, expansion, or any other form in which such source code may be recast, transformed, adapted, or used, with modification, for specific or additional applications.
1.4 Title to the Program and copyright notices, and patents, copyrights, trademarks and all other intellectual property rights applicable to the Program and copyright notices, shall at all times remain solely and exclusively with Columbia, and You shall not take any action inconsistent with such ownership. Any rights not expressly granted herein are reserved to Columbia.
1.5 Except as provided in Section 1.7, You will not use or display any trademark, trade name, insignia, or symbols of Columbia, its faculties or departments, or any variation or combination thereof, or the name of any trustee, faculty member, other employee, or student of Columbia, for any purpose whatsoever without Columbia’s prior written consent.
1.6 You will attach a copy of this Agreement and any copyright notices in the Program to any copies of the Program, any copies of any portions of the Program, and/or any derivative works created by You or on Your behalf.
1.7 You agree to acknowledge the authors of the Program in a manner consistent with academic, research or industry practice in any publications, presentations or other public disclosures of the use of the Program.
1.8 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COLUMBIA DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, FITNESS, ADEQUACY OR SUITABILITY FOR A PARTICULAR PURPOSE, USE OR RESULT, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND ANY WARRANTIES OF FREEDOM FROM INFRINGEMENT OF ANY DOMESTIC OR FOREIGN PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER PROPRIETARY RIGHTS OF ANY PARTY. COLUMBIA SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN COMBINATIONS OR IN A MANNER SELECTED FOR USE BY YOU, OR THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE.
1.9. IN NO EVENT SHALL COLUMBIA BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, LOST PROFITS, LOSS OF USE OF EQUIPMENT OR LOST CONTRACTS OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PROGRAM OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED, EVEN IF COLUMBIA HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. COLUMBIA’S ENTIRE LIABILITY TO YOU, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION OR THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR WARRANTY), SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF TEN U.S. DOLLARS ($10.00).
1.10. You agree that you are responsible for all acts and omissions of Your users in connection with the use of the Program. You shall indemnify, defend, and hold harmless Columbia, its trustees, officers, faculty, employees, students and agents, from and against any and all actions, suits, claims, demands, prosecutions, liabilities, costs, expenses, damages, deficiencies, losses or obligations (including attorneys’ fees) based on or relating to your use of the Program or violations of this Agreement. You shall reimburse Columbia for the actual fees, costs, and expenses (including attorneys’ fees) that it may incur in enforcing this provision.
1.11. Exports. You agree to comply with all applicable export laws and regulations of all jurisdictions with respect to the Program and obtain, at your own expense, any required permits or export clearances, copies of which you shall provide to Columbia prior to such export. The Licensee represents that the Licensee is not (and is not owned or controlled in whole or in part by) a Specially Designated National or a Blocked Person as those terms are defined by the U.S. Office of Foreign Assets Control, and is not otherwise barred under U.S. and other applicable law from obtaining, possessing, and using the software and materials that are the subject of the license. Licensee further represents that the Licensee will not use the software for any purposes prohibited by the U.S. export and trade controls laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
1.12. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by New York law applicable to agreements made and to be fully performed in New York, without reference to the conflict of laws principles of any jurisdiction. The parties agree that any and all claims arising under this Agreement or relating thereto shall be heard and determined either in the United States District Court for the Southern District of New York or in the Courts of the State of New York located in the City and County of New York, and the parties agree to submit themselves to the personal jurisdiction of those Courts and to waive any objections as to the convenience of the forum.