End-User Academic, Non-Commercial Data License Agreement for FAMS and FAMSBASE Results
Hideaki Umeyama of Kitasato University "LICENSOR" grants to ("LICENSEE") a fully-paid, non-exclusive, and non-transferable license to access and use the "FAMS" and "FAMSBASE" computer software program and database produced by FAMS program, only a portion of the data and information contained in the software program and the database, and the associated documentation furnished hereunder, upon the terms and conditions hereinafter set out and until termination of this license as set forth below.
LICENSEE understands that this Agreement is a license for academic, non-commercial use of, not sale of, the DATA. Consequently, no Purchase Orders can be accepted by LICENSOR.
LICENSEE acknowledges that the DATA is a research tool still in the development stage, that is being supplied "as is", without any accompanying services or improvements from LICENSOR and that this license is entered into solely to allow others to utilize the DATA only in their scholarly activities.
LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. By way of example, but not limitation, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE USE OF THE DATA WILL NOT INFRINGE ANY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. LICENSOR shall have no liability nor be liable for a direct, indirect or consequential damages with respect to any claim by LICENSEE or any third party on account of or arising from this Agreement or use of the DATA.
LICENSEE agrees that it will use the DATA, and any modifications, improvements, or derivatives to DATA that LICENSEE may create (collectively, "IMPROVEMENTS") solely for internal, non-commercial purposes and shall not distribute or transfer the DATA or IMPROVEMENTS to any person without prior written permission from LICENSOR. The term "non-commercial", as used in this Agreement, means academic or other scholarly research which (a) is not undertaken for profit, or (b) is not intended to produce works, services, or data for commercial use, or (c) is neither conducted, nor funded, by a person or an entity engaged in the commercial use, application or exploitation of works similar to the DATA.
At LICENSOR's request, LICENSEE agrees to notify LICENSOR of any uses of or IMPROVEMENTS, not including modifications, improvements or derivatives to solely data, made to the DATA, as described in Section 5, above, and hereby (a) agrees to supply LICENSOR with a copy of same at LICENSOR's request, and (b) grants LICENSOR a worldwide, perpetual license, with the right to sublicense (at any time), such IMPROVEMENTS without any royalty or other obligation to LICENSEE.
Ownership of all rights, including copyright in the DATA and in any material associated therewith, shall at all times remain with LICENSOR and LICENSEE agrees to preserve same. LICENSEE agrees not to use any portion of the DATA in any machine-readable form outside the DATA, nor to make any copies except for its internal use, without prior written consent of LICENSOR. LICENSEE agrees to place the appropriate copyright notice on any such copies.
This Agreement shall be construed, interpreted and applied in accordance with the JAPAN and any legal action arising out of this Agreement or use of the DATA shall be filed in a court in the JAPAN.
This license shall be for a term of one year, which LICENSOR may extend for additional one year terms upon LICENSEE's request or continued use of FAMS and FAMSBASE. LICENSOR shall have the right to terminate this license immediately upon notice to LICENSEE.
LICENSEE acknowledges and represents that LICENSEE has the authority to enter into this Agreement and that LICENSEE has obtained all approvals required by the institution at which LICENSEE will use FAMS and FAMSBASE, including the approval of any technology transfer or other licensing office of said institution.