Copyright (c) 2000-2003, Whitehead Institute for Biomedical Research; 2003-2006 Massachusetts Institute of Technology. Redistribution and use in source and binary forms are subject to the terms of the following license agreement. ---------------------------------------------------------------- *** (PROGRAM NAME) LICENSE AGREEMENT *** This License Agreement (the "Agreement") is made between the Massachusetts Institute of Technology, a not-for-profit organization and the licensing agent for the Whitehead Institute for Biomedical Research ("WHITEHEAD") with a principal address at 77 Massachusetts Avenue, Cambridge, MA 02139 ("M.I.T."), and the individual downloading this program ("YOU"), and is effective at the date the downloading is completed ("Effective Date"). WHITEHEAD and M.I.T. are the owners of certain rights, title, and interest in the computer program entitled (PROGRAM NAME) and related documentation, if any, as they exist on the Effective Date and as can be downloaded from http://www.broad.mit.edu/wga/ on the Effective Date (the "Program"). YOU wish to obtain and M.I.T. agrees to grant, on its own behalf and on behalf of WHITEHEAD, a non-exclusive license to use and modify the program for internal research and educational purposes only under the terms of the Agreement. M.I.T. and YOU, in consideration of the above, agree as follows: 1. M.I.T. hereby grants to YOU, on the Effective Date, nonexclusive rights to use, reproduce, modify, and display the source code and executable code of the Program for internal research and educational purposes only, without any rights whatsoever to redistribute the program, under the terms and conditions of the Agreement. WHITEHEAD and M.I.T. retain all ownership rights in the Program, including patent rights, copyrights, and licensing rights. YOU may retain ownership in Modifications created by YOU, provided that YOU hereby grant to WHITEHEAD and M.I.T. a non-exclusive, royalty-free, irrevocable, perpetual license to use reproduce, modify, display, and distribute the source code and executable code in all such Modifications. YOU agree to forward to M.I.T. any and all Modifications, sending such Modifications to: (PROGRAM NAME), Broad Institute, 7 Cambridge Center, Cambridge, MA 02142, or in electronic form to: wga@broad.mit.edu. YOU shall be entitled to establish all proprietary rights for itself in the Modifications, provided that proper copyright attributions are maintained. No rights, express or implied, for use other than specified in this Agreement are transferred. 2. YOU agree to restrict the use of the Program to yourself for research and educational purposes only. YOU agree to use the Program only at the site where the Program is downloaded. YOU agree that the Program will not be used as the basis of a commercial software or hardware product and that the same will not be rewritten in another computer language or otherwise adapted to circumvent the need for obtaining a license from M.I.T. for use of the Program other than as specified by this Agreement. 3. The name of the Whitehead Institute, the "Broad Institute" or M.I.T. may not be used to endorse or promote products derived from this software. YOU agree to acknowledge use of the Program in any publication resulting from use of the Program according to academic tradition. 4. YOU acknowledge that title to the Program (including copyright) will remain with WHITEHEAD and M.I.T. and that any copies of the Program or portions of the Program made by YOU shall include WHITEHEAD and M.I.T. copyright notices in the same format and location as the copy received by YOU under this agreement. 5. YOU accept the above materials on an "AS IS" basis. M.I.T. and WHITEHEAD are under no obligation to load the Program onto YOUR machines, test for proper operation, perform any debugging, make any corrections, provide maintenance, provide any updates, or assist in the understanding or use of the Program. The Program is a research program, and M.I.T. and WHITEHEAD do not represent that it is free of errors or bugs or suitable for any particular tasks. 6. YOU AGREE THAT THE RIGHTS GRANTED HEREUNDER ARE MADE AVAILABLE WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND FURTHER INCLUDING NO WARRANTY AS TO CONFORMITY WITH WHATEVER USER MANUALS OR OTHER LITERATURE MAY BE ISSUED FROM TIME TO TIME. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY M.I.T. OR WHITEHEAD THAT THE PRACTICE BY YOU OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS, COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF M.I.T., WHITEHEAD, OR ANY THIRD PARTY. IN NO EVENT SHALL M.I.T., WHITEHEAD, OR THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND ASSOCIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER M.I.T. OR WHITEHEAD SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY. 7. To the extent allowed by law, YOU shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless M.I.T., WHITEHEAD, and their respective trustees, directors, officers, employees, agents and affiliates, against all claims, proceedings, demands, and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys fees, arising out of, connected with, resulting from or sustained as a result of use of the Program by YOU. In no event shall M.I.T. or WHITEHEAD be liable for special, direct, indirect or consequential damages, losses, costs, charges, claims, demands, fees, or expenses of any nature or kind. 8. This Agreement shall be construed, governed, interpreted, and applied in accordance with the laws of the Commonwealth of Massachusetts, U.S.A. 9. The term of this Agreement is one year (the "Term"). At the end of the Term, the Agreement shall be automatically renewed under the same terms and conditions unless M.I.T. indicates otherwise. M.I.T. shall have the right to terminate this Agreement for any reason by giving thirty (30) days written notice to YOU. Upon termination for any reason, YOU agree to destroy the original and all copies, including partial copies, of the Program. 10. The parties agree that this Agreement is the entire Agreement, and shall not be subject to any change or modification except in writing by both parties. 11. The provisions of this Agreement are severable, and if any provisions of this Agreement are determined to be invalid or unenforceable, such determination shall not in any way affect the validity or enforceability of the remaining provisions.