LICENSE AGREEMENT

This License Agreement (this “Agreement”) is made between you (“You,” “Your,” or “Licensee”) and The Jackson Laboratory (“Licensor” or “Jackson”). This Agreement grants to You a license to the JAX® Clinical Knowledgebase or JAX-CKB subject to Your acceptance of all the terms and conditions contained in this Agreement. Please read the terms and conditions carefully. You may accept the terms and conditions set forth herein by clicking the “I Agree” button below. If You do not agree to these terms, Licensor is unwilling to grant you the license contained in this Agreement and You should click on the “Cancel” button below.

  1. DEFINITIONS

    1. “Effective Date” shall be the date Licensee pays the Subscription Fee and accepts the terms and conditions set forth in this Agreement.
    2. “Field” shall mean Licensee’s internal use of the JAX-CKB for the interpretation of complex genomic profiles for translational and clinical research and development, including but not limited to, use of the JAX-CKB to generate reports to perform contract research, to produce or manufacture products for general sale, or to conduct other research or development activities for internal use.
    3. “JAX® Clinical Knowledgebase” or “JAX-CKB” shall mean the semi-automated/manually curated database of gene/variant annotations, therapy knowledge, diagnostic/prognostic information, and clinical trials related to oncology created by Jackson, as updated and improved by Jackson.
    4. “Know-How” means all unpublished data and information developed at Jackson and included in the JAX-CKB available as of the Effective Date.
    5. “Subscription Fee” shall mean the non-refundable amount Licensee remits to Jackson to gain access to the Work in accordance with the terms of this Agreement.
    6. “Term” shall mean the term of this Agreement, which shall commence on the Effective Date and shall continue for a period of one (1) year unless earlier terminated in accordance with the provisions of this Agreement.
    7. “Work” means JAX-CKB, as defined in Section 1.4 above and currently available at ckbhome.jax.org, together with the Know-How.
  1. LICENSE AND TERMS OF USE
    1. Rights in and Ownership of JAX-CKB. Licensee acknowledges that Jackson owns all proprietary rights in and to the Work and has the exclusive right to license to others the right to use, reproduce, copy, make, sublicense or sell the Work. Jackson owns all right, title and interest in and to the Work and retains all rights to the Work, which are not transferred except to the extent of the limited grant herein, and retains all common law copyrights and all federal copyrights which have been, or which may be, granted by the Library of Congress. Licensee acknowledges that Jackson is the sole and exclusive owner of the Work and of all associated federal registrations and pending registrations, and Licensee shall do nothing inconsistent with such ownership. Licensee further agrees that it will not claim ownership rights to the Work, or any derivative, compilation, sequel or series, or related Work owned by or used by Jackson. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Work other than the limited licensed rights in accordance with this Agreement.
    2. License. Subject to the terms of this Agreement and the full payment of all applicable license fees, Jackson hereby grants to Licensee during the Term a worldwide, non-exclusive, non-transferable, non-sublicensable, non-assignable license under Jackson’s rights in the Work to permit Licensee’s Named Users to access, display and use the Work for any lawful purpose within the Field. The foregoing license will only apply to Licensee and its officers, employees, authorized agents and independent contractors (“Licensee Personnel”) to the extent that such Licensee Personnel are acting on behalf of and for the benefit of Licensee in accordance with this Agreement and are individual named users of the Work on an applicable order or subscription form in connection with the payment of an applicable Subscription Fee (such users, “Named Users”). Licensee acknowledges that its right to use the Work will be web-based only pursuant to the terms of this Agreement and the Work will not be installed on any servers or other computer equipment owned or controlled by Licensee.
    3. License Limitations. The rights granted herein do not include the right to download, distribute or otherwise provide the Work to any other third party for any access or use, or the right to use or access the Work for a third party. Nothing in this Agreement shall be construed to confer any rights upon Licensee except as expressly granted herein. Licensee may not use or exploit the Work other than expressly permitted by this Agreement. Licensee may not, nor may Licensee permit or authorize any third party, to: (i) reproduce, copy, screen-scrape, adapt, modify, frame, mirror, republish, download, decompile, disassemble, reverse engineer, create derivative works of the Work or any portion thereof, or merge the Work or any portion thereof into another program or database; (ii) resell, rent, distribute, transmit, lease, or sublicense the Work or access to it, including use of the Work for timesharing, service bureau, or other similar services to third parties; (iii) circumvent or disable any security or technological features or measures in the Work; or (iv) use the Work in order to build a competitive product or service, for competitive analysis, or to copy any ideas, features, functions or graphics of the Work. Licensee acknowledges that Licensor reserves the right to offer to Licensee or any third party a license for use and distribution of the Work on terms and conditions different than those contained in this Agreement. If You are interested in some other use of the Work, please contact the Licensor.
    4. Jackson Attribution. Licensee’s license to use the Work shall be subject to Licensee providing appropriate attribution to The Jackson Laboratory in any publication or report which utilizes the JAX-CKB for content or results.
    5. Accessibility. Jackson shall use commercially reasonable efforts to make the JAX-CKB available to Licensee during the Term, provided that Jackson may require certain downtime in which JAX-CKB may be unavailable to Licensee, including: (i) scheduled system back-up or other on-going maintenance or development as required by Jackson, or (ii) any unforeseen cause beyond Jackson's reasonable control, including but not limited to internet service provider or communications network failures, denial of service attacks or similar attacks, or any force majeure events. Jackson will use reasonable efforts to monitor performance indicators on its systems and network infrastructure in order to gauge the overall performance of its hosting services and will take reasonable steps to address systems and network infrastructure as required to maintain satisfactory performance of the JAX-CKB. Jackson reserves the right to monitor and reasonably restrict Licensee’s ability to use the JAX-CKB if Jackson determines that Licensee is using excessive computing resources which are impacting the performance of JAX-CKB for other licensees of JAX-CKB. Jackson agrees to notify Licensee in cases where it restricts such use and use good faith efforts to determine an appropriate mutually agreeable alternative or work-around solution.
    6. Compliance Verification. At Jackson’s written request, Licensee will permit Licensor to review and verify Licensee’s records regarding the use of the Work for compliance with the terms and conditions of this Agreement. Any such review shall be scheduled at least ten days in advance, shall be conducted during normal business hours at Licensee’s facilities, and shall not unreasonably interfere with Licensee’s business activities.
    7. Feedback. Licensee may provide Jackson with suggestions for improvement or modification of the JAX-CKB or the services provided (“Feedback”). Licensee hereby grants Jackson a royalty-free license to use Feedback for any lawful purpose.
    8. Control of Passwords and User ID. Each Named User shall be connected to a password enabling them to access and use the Work. Login IDs and passwords are issued on an individual basis. Login IDs and passwords shall not be shared or transferred for use by anyone other than the individual at Licensee to whom such ID and password was issued. Licensee shall be solely responsible for administering and monitoring the use of login IDs and passwords by its users. Upon the termination of employment of any such Licensee user, Licensee will immediately terminate access by the login ID and password of that individual to the JAX-CKB. Licensee shall be liable to Jackson for additional fees in the event unauthorized users at Licensee access the JAX-CKB using inappropriately shared login credentials in the amount Licensor would have received had such unauthorized users paid applicable Subscription Fee(s) prior to such access. Licensee is solely responsible for any damages resulting from Licensee’s failure to manage the confidentiality of its login ID and passwords.

3. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY; INDEMNITY

3.1 Disclaimer of Warranty. LICENSOR PROVIDES THE WORK “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE, SECURITY, ACCURACY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

3.2 Limitation of Liability. LICENSEE ASSUMES FULL RESPONSIBILITY AND RISK FOR ANY LOSS RESULTING FROM LICENSEE’S USE OF THE WORK. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CLAIM, DAMAGES (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, CONSEQUENTAL, OR SPECIAL DAMAGES) OR OTHER LIABILITY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING FROM THE WORK OR LICENSEE’S USE OF THE WORK, REGARDLESS OF WHETHER LICENSOR IS ADVISED, OR HAS OTHER REASON TO KNOW, OR IN FACT KNOWS, OF THE POSSIBILITY OF THE FOREGOING.

3.3 Indemnity. Licensee shall indemnify, defend, and hold harmless Jackson and its trustees, officers, faculty, students, employees, 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) (collectively, “Losses”) incurred by or imposed upon any of the Indemnitees in connection with any claims, suits, actions, demands or judgments, to the extent such Losses relate to or are caused by the use of the Work by Licensee; provided that Licensee shall have no obligation to indemnify with respect to any Losses that result from the gross negligence, intentional wrongdoing or willful misconduct of any Indemnitee.

3.4 Acknowledgement. Without limiting the generality of Sections 3.1 and 3.2 above, Licensee acknowledges that the JAX-CKB has not been approved, cleared, or licensed by the United States Food and Drug Administration or any other regulatory entity, whether foreign or domestic, for any specific intended use including research, commercial, diagnostic or otherwise. Accordingly, Licensee is responsible for ensuring that it has any regulatory approvals that are necessary for Licensee’s intended uses of the JAX-CKB.

4. TERMINATION

If Licensee breaches any provision hereunder, or otherwise engages in any unauthorized use of the Work, Licensor may terminate this Agreement immediately without refund of the Subscription Fee. Licensee may terminate this Agreement at any time upon written notice to Licensor. Upon termination, the license granted hereunder will terminate and Licensee will immediately cease using the Work. Upon request by Licensor, Licensee will certify in writing that it has complied with the foregoing obligation. Upon termination for any reason, Jackson shall not be obligated to provide to Licensee a refund of any paid Subscription Fees.

5. MISCELLANEOUS

5.1 Future Updates. Use of the Work under this Agreement is subject to the terms and conditions contained herein. New or updated content may require additional or revised terms of use. Licensor will provide notice of and make available to Licensee any such revised terms.

5.2 Compliance with Laws. Licensee shall comply with all applicable local, state, federal, and international laws and regulations relating to the use of the Work.

5.3 Entire Agreement. This Agreement, including any Attachments hereto, constitutes the sole and entire agreement between the parties as to the subject matter set forth herein and supersedes are previous license agreements, understandings, or arrangements between the parties relating to such subject matter.

5.4 Assignment. This Agreement shall not be assigned or transferred by Licensee without the prior written consent of Licensor. Any assignment in violation of this provision shall be void.

5.5 Governing Law. This Agreement shall be construed, governed, interpreted and applied in accordance with the internal laws of the State of Maine, U.S.A., without regard to conflict of laws principles. The parties agree that any disputes between them may be heard only in the state or federal courts in the State of Maine, and the parties hereby consent to venue and jurisdiction in those courts.