LICENSE

SOFTWARE LICENSE AGREEMENT FOR ACADEMIC NON-COMMERCIAL RESEARCH PURPOSES ONLY

Between UNIL (hereby described as “LICENSOR”) and LICENSEE

Effective at the date the downloading is completed (“EFFECTIVE DATE”).

    LICENSE

1.1 Grant Subject to the terms of this Agreement, LICENSOR hereby grants to LICENSEE, solely for academic non-commercial research purposes, a non-exclusive, non-transferable license to: (a) download, compile, execute, display and utilize the PROGRAM and (b) create bug fixes and modify the PROGRAM.

LICENSEE hereby automatically grants to LICENSOR a non-exclusive, royalty-free, irrevocable license to any LICENSEE bug fixes or modifications to the PROGRAM with rights to sublicense and/or distribute. LICENSEE agrees to provide any such modifications and bug fixes to LICENSOR promptly upon their creation.

1.2 No Sublicensing or Additional Rights LICENSEE shall not sublicense or distribute the PROGRAM, in whole or in part, without prior written permission from LICENSOR. 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.

1.3 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 LICENSOR, or of any other entity, except as expressly granted herein.

LICENSEE agrees that the PROGRAM, in whole or part, shall be used only for academic purposes excluding any use for any commercial purposes, 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 PROGRAM.

    OWNERSHIP OF INTELLECTUAL PROPERTY

LICENSEE acknowledges that title to the PROGRAM shall remain with LICENSOR. The PROGRAM shall be marked with the notice of attribution to contributors. LICENSEE shall retain such notice on all copies. LICENSEE agrees to include appropriate acknowledgements if any results obtained from use of the PROGRAM are included in any publication, as follows :

    Notice of attribution: [Leonardo Restivo, NeuroBAU - Department of Fundamental Neurosciences, Faculty of Biology & Medicine, University of Lausanne]

LICENSEE shall not use any trademark or trade name of LICENSOR, or any variation, adaptation, or abbreviation, of such marks or trade names, or any names of officers, faculty, students, employees, or agents of LICENSOR except as states above for acknowledgements purposes.

    INDEMNIFICATION

LICENSEE shall indemnify, defend, and hold harmless LICENSOR, 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 attorney 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.

    NO REPRESENTATIONS OR WARRANTIES

The program is delivered “AS IS”. Licensor makes no representations or warranties of any kind concerning the program, express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, or the absence of latent or other defects, whether or not discoverable. Licensor 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 licensor 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 licensor shall be advised, shall have other reason to know, or in fact shall know of the possibility of the foregoing.

    ASSIGNMENT

This License is personal to LICENSEE and any rights or obligations assigned by LICENSEE without the prior written consent of LICENSOR shall be null and void.

    TERMINATION

LICENSEE shall have the right to terminate this license for any reason. If LICENSEE breaches any provision hereunder, and fails to cure such breach within thirty (30) days, LICENSOR may terminate this license immediately. Upon termination, LICENSEE shall delete the PROGRAM the original and all copies, except that, upon prior written authorization from LICENSOR, LICENSEE may retain a copy for archive purposes.

    GOVERNING LAW

This license is governed by the laws of Switzerland and the jurisdiction of the Canton of Vaud.

Any use of the software for purposes other than academic research, including for commercial purposes, shall be requested in advance from Unil (Contact: contact pactt.digital@chuv.ch)