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| 1 | +PLATFORM LICENSE AGREEMENT |
| 2 | +FOR NON-COMMERCIAL USE |
| 3 | + |
| 4 | +*Last Updated: May 10, 2021* |
| 5 | + |
| 6 | +This Platform License Agreement (this “Agreement”) is made between you |
| 7 | +(“You,” “Your,” or “Licensee”) and The Jackson Laboratory (“Licensor”). |
| 8 | +This Agreement permits You to access and use the Licensed Platform |
| 9 | +subject to Your acceptance of all the terms and conditions contained in |
| 10 | +this Agreement. Please read this Agreement carefully. Your access to or |
| 11 | +use of the Licensed Platform shall be deemed Your acceptance of this |
| 12 | +Agreement. If You do not agree to any of the terms and conditions set |
| 13 | +forth in this Agreement, Licensor is unwilling to grant You the license |
| 14 | +contained in this Agreement and You should not access or use the |
| 15 | +Licensed Platform. |
| 16 | + |
| 17 | +1. LICENSED PLATFORM |
| 18 | + |
| 19 | +1.1 **Grant**. Subject to the terms and conditions of this Agreement, |
| 20 | +Licensor hereby grants to Licensee a worldwide, royalty-free, |
| 21 | +non-exclusive, non-transferable, non-sublicensable, revocable license to |
| 22 | +access and use the functionality of the Licensed Platform (and to |
| 23 | +download and use any downloadable software applications used to deliver |
| 24 | +the Licensed Platform on Your computer or mobile device) solely for |
| 25 | +Non-Commercial purposes. “Licensed Platform” means the latest version |
| 26 | +of Licensor’s behavioral extraction and classification platform made |
| 27 | +available to You, including animal pose estimation and extraction and |
| 28 | +behavioral classification tools, libraries, algorithms and other features, |
| 29 | +functionalities and services included therein or therewith, along with all |
| 30 | +websites and cloud-based and downloadable software applications used to |
| 31 | +deliver the foregoing. “Non-Commercial” means not intended or directed |
| 32 | +toward commercial advantage or monetary compensation. |
| 33 | + |
| 34 | +1.2 **License Limitations**. Nothing in this Agreement shall be |
| 35 | +construed to confer any rights upon Licensee except as expressly granted |
| 36 | +herein. Licensee may not use or exploit the Licensed Platform other than |
| 37 | +as expressly permitted by this Agreement. Licensee may not, nor may |
| 38 | +Licensee permit any third party to, reproduce, distribute, publicly |
| 39 | +display, modify, translate, reverse engineer, decompile, disassemble or |
| 40 | +create derivative works based on the Licensed Platform or any portion |
| 41 | +thereof. Licensee acknowledges that Licensor reserves the right to offer |
| 42 | +to Licensee or any third party a license for commercial use and |
| 43 | +distribution of the Licensed Platform on terms and conditions different |
| 44 | +than those contained in this Agreement. If You are interested in |
| 45 | +commercial use of the Licensed Platform, please contact the Licensor. |
| 46 | + |
| 47 | +1.3 **User Classifiers**. For avoidance of doubt, the license grant |
| 48 | +set forth in Section 1.1 and the license limitations set forth in |
| 49 | +Section 1.2 shall be read together to permit Your use of the Licensed |
| 50 | +Platform to develop animal behavioral classification algorithms and/or |
| 51 | +workflows (each a “User Classifier”), provided that (1) You may use such |
| 52 | +User Classifiers solely for Non-Commercial purposes, (2) You may not, |
| 53 | +without the prior written consent of Licensor, which Licensor may |
| 54 | +withhold in its sole discretion, use such User Classifiers for |
| 55 | +commercial purposes or distribute such User Classifiers, and (3) You |
| 56 | +hereby acknowledge and agree that Licensor may use such User Classifiers |
| 57 | +without obligation to You for Non-Commercial purposes and/or to improve |
| 58 | +the Licensed Platform. If You are interested in commercial use or |
| 59 | +distribution of any User Classifier, please contact Licensor. |
| 60 | + |
| 61 | +1.4 **Ownership Rights**. Except for the limited license rights |
| 62 | +expressly granted to Licensee under this Agreement, Licensee |
| 63 | +acknowledges that Licensor (and its applicable licensors, if any) |
| 64 | +retains all right, title and interest, including all intellectual |
| 65 | +property and other proprietary rights, in and to the Licensed Platform, |
| 66 | +including any modifications of and derivative works based on the |
| 67 | +Licensed Platform. |
| 68 | + |
| 69 | +1.5 **Feedback**. If You provide feedback or suggestions about the |
| 70 | +Licensed Platform, then Licensor may use such information without |
| 71 | +obligation to You. |
| 72 | + |
| 73 | +2. USER DATA |
| 74 | + |
| 75 | +2.1 **Grant**. You hereby grant to Licensor a perpetual, |
| 76 | +irrevocable, worldwide, royalty-free, non-exclusive license to access |
| 77 | +and use User Data solely to operate and improve the Licensed Platform. |
| 78 | +“User Data” means Input Data and Output Data. “Input Data” means the |
| 79 | +videos, images and other data uploaded or otherwise submitted by You to, |
| 80 | +or collected, downloaded or otherwise received from You by, the Licensed |
| 81 | +Platform. “Output Data” means data produced through processing of Input |
| 82 | +Data via the Licensed Platform. |
| 83 | + |
| 84 | +2.2 **Ownership Rights**. Except for the limited license rights |
| 85 | +expressly granted to Licensor under this Agreement, Licensor |
| 86 | +acknowledges that Licensee (and its applicable licensors, if any) |
| 87 | +retains all right, title and interest, including all intellectual |
| 88 | +property and other proprietary rights, in and to User Data. |
| 89 | + |
| 90 | +2.3 **Your Responsibility for Input Data**. You represent and |
| 91 | +warrant that: (i) You are the owner of the Input Data or otherwise have |
| 92 | +all necessary licenses, right, consents and permissions (including all |
| 93 | +permissions required under applicable privacy and intellectual property |
| 94 | +laws) to upload the Input Data to the Licensed Platform and to authorize |
| 95 | +Licensor to access and use the Input Data to operate the Licensed |
| 96 | +Platform; and (ii) such uploading, access and use does not and will not |
| 97 | +infringe, misappropriate or violate any third party’s intellectual |
| 98 | +property, privacy, publicity or other legal rights or violate any |
| 99 | +applicable law or regulation. |
| 100 | + |
| 101 | +2.4 **Your Responsibility for Your Projects**. If You are the |
| 102 | +Project Manager with respect to a Project, then, as between You and |
| 103 | +Licensor, You are solely responsible for: (1) the acts and omissions of |
| 104 | +the Project Manager and Project Collaborators with respect to the |
| 105 | +Project, including their compliance with this Agreement, (2) |
| 106 | +establishing and enforcing any agreements and policies with Project |
| 107 | +Collaborators governing their activities with respect to the Project, |
| 108 | +including, for example, relating to maintenance of the confidentiality |
| 109 | +of User Data relating to the Project, (3) ensuring that the hosting and |
| 110 | +processing of User Data in connection with the Project is in compliance |
| 111 | +with all applicable laws, which may require obtaining consents, |
| 112 | +authorizations and other rights from third parties, and (4) responding |
| 113 | +to, defending and resolving any disputes relating to the Project. |
| 114 | +“Project” means a specific workflow and/or workspace organized within |
| 115 | +the Licensed Platform for purposes of coordinating and managing one or |
| 116 | +more permitted uses of the Licensed Platform. “Project Manager” means |
| 117 | +the user of the Licensed Platform who establishes, configures and |
| 118 | +administers a Project. “Project Collaborator” means any user of the |
| 119 | +Licensed Platform authorized to access and/or participate in a Project |
| 120 | +under the configurations managed by the Project Manager. |
| 121 | + |
| 122 | +3. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY; INDEMNITY |
| 123 | + |
| 124 | +3.1 **DISCLAIMER OF WARRANTY**. LICENSOR PROVIDES THE LICENSED PLATFORM |
| 125 | +ON A NO-FEE BASIS “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR |
| 126 | +IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF |
| 127 | +ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE, SECURITY, |
| 128 | +ACCURACY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR |
| 129 | +MAKES NO WARRANTY THAT THE LICENSED PLATFORM WILL MEET YOUR REQUIREMENTS |
| 130 | +OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, OR |
| 131 | +THAT LICENSOR WILL CONTINUE TO OFFER OR MAKE AVAILABLE THE LICENSED |
| 132 | +PLATFORM FOR ANY PARTICULAR LENGTH OF TIME, AND LICENSOR RESERVES THE |
| 133 | +RIGHT TO CHANGE AND UPDATE THE LICENSED PLATFORM WITHOUT NOTICE TO YOU. |
| 134 | +LICENSOR MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, |
| 135 | +SERVICES OR CONTENT OBTAINED THROUGH THE LICENSED PLATFORM OR THE |
| 136 | +ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY |
| 137 | +CONTENT OBTAINED THROUGH THE LICENSED PLATFORM. YOU ARE SOLELY |
| 138 | +RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER |
| 139 | +USERS OF THE LICENSED PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU |
| 140 | +COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE LICENSED |
| 141 | +PLATFORM. THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT |
| 142 | +PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF |
| 143 | +THIS AGREEMENT OR YOUR USE OF THE LICENSED PLATFORM. |
| 144 | + |
| 145 | +3.2 **LIMITATION OF LIABILITY**. LICENSEE ASSUMES FULL RESPONSIBILITY |
| 146 | +AND RISK FOR ANY LOSS RESULTING FROM LICENSEE’S ACCESS TO AND USE OF THE |
| 147 | +LICENSED PLATFORM (INCLUDING YOUR DOWNLOADING AND USE OF ANY |
| 148 | +DOWNLOADABLE SOFTWARE APPLICATIONS USED TO DELIVER THE LICENSED |
| 149 | +PLATFORM). IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CLAIM, DAMAGES |
| 150 | +OR OTHER LIABILITY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, |
| 151 | +ARISING FROM THE LICENSED PLATFORM OR LICENSEE’S USE OF THE LICENSED |
| 152 | +PLATFORM, REGARDLESS OF WHETHER LICENSOR IS ADVISED, OR HAS OTHER REASON |
| 153 | +TO KNOW, OR IN FACT KNOWS, OF THE POSSIBILITY OF THE FOREGOING. THE |
| 154 | +LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL AND MATERIAL |
| 155 | +ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LICENSOR AND LICENSEE, AND |
| 156 | +SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE |
| 157 | +ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE |
| 158 | +LICENSED PLATFORM. |
| 159 | + |
| 160 | +3.3 **Acknowledgement**. Without limiting the generality of Sections |
| 161 | +3.1 and 3.2, Licensee acknowledges that the Licensed Platform is |
| 162 | +provided as an information resource only and should not be relied on for |
| 163 | +any diagnostic or treatment purposes. |
| 164 | + |
| 165 | +3.4 **Indemnity**. You agree to defend, indemnify, and hold Licensor, |
| 166 | +its subsidiaries and affiliates, and their officers, directors, |
| 167 | +employees, agents, representatives and attorneys harmless from and |
| 168 | +against any claims, liabilities, damages, losses, and expenses, |
| 169 | +including, without limitation, reasonable legal and accounting fees, |
| 170 | +arising out of or in any way connected with (i) Your access to or use of |
| 171 | +the Licensed Platform; (ii) Your violation of this Agreement; and/or |
| 172 | +(iii) Your violation of any third-party right, including without |
| 173 | +limitation any intellectual property or other proprietary right. The |
| 174 | +indemnification obligations under this section shall survive the |
| 175 | +termination or expiration of this Agreement or Your use of the Licensed |
| 176 | +Platform. |
| 177 | + |
| 178 | +4. TERM AND TERMINATION |
| 179 | + |
| 180 | +4.1 **Term**. This Agreement commences on the date on which You first |
| 181 | +access or use the Licensed Platform and will continue until terminated |
| 182 | +in accordance with Section 4.2. |
| 183 | + |
| 184 | +4.2 **Termination**. If Licensee breaches any provision hereunder, or |
| 185 | +otherwise engages in any unauthorized or objectionable use of the |
| 186 | +Licensed Platform, or if Licensor ceases to provide or support the |
| 187 | +Licensed Platform, Licensor may terminate this Agreement immediately, |
| 188 | +and You shall not be entitled to any refunds, credits or other |
| 189 | +consideration. Licensee may terminate this Agreement at any time upon |
| 190 | +written notice to Licensor. Upon termination, the license granted under |
| 191 | +Section 1 will terminate and Licensee will immediately cease using the |
| 192 | +Licensed Platform and destroy all copies of any downloadable software |
| 193 | +applications used to deliver the Licensed Platform in its possession. |
| 194 | +Licensee will certify in writing that it has complied with the foregoing |
| 195 | +obligation. |
| 196 | + |
| 197 | +5. MISCELLANEOUS |
| 198 | + |
| 199 | +5.1 **Future Updates and Modification**. Licensor reserves the right, |
| 200 | +at its sole discretion, to modify, discontinue or terminate the Licensed |
| 201 | +Platform or to modify this Agreement, at any time and without prior |
| 202 | +notice. If we modify this Agreement, we will post the modification via |
| 203 | +the Licensed Platform or provide You with notice of the modification. We |
| 204 | +will also update the “Last Updated” date at the top of this Agreement. |
| 205 | +By continuing to access or use the Licensed Platform after we have |
| 206 | +posted a modification via the Licensed Platform or have provided You |
| 207 | +with notice of a modification, You are indicating that Your agreement |
| 208 | +and express consent to be bound by the modified Agreement. You may also |
| 209 | +be asked to re-acknowledge and re-accept the Agreement following any |
| 210 | +material changes. If the modified Agreement is not acceptable to You, |
| 211 | +You may cease using the Licensed Platform and this is Your only recourse |
| 212 | + |
| 213 | +5.2 **Entire Agreement**. This Agreement constitutes the sole and |
| 214 | +entire agreement between the parties as to the subject matter set forth |
| 215 | +herein and supersedes are previous license agreements, understandings, |
| 216 | +or arrangements between the parties relating to such subject matter. |
| 217 | + |
| 218 | +5.3 **Governing Law**. This Agreement shall be construed, governed, |
| 219 | +interpreted and applied in accordance with the internal laws of the |
| 220 | +State of Maine, U.S.A., without regard to conflict of laws principles. |
| 221 | +The parties agree that any disputes between them may be heard only in |
| 222 | +the state or federal courts in the State of Maine, and the parties |
| 223 | +hereby consent to venue and jurisdiction in those courts. |
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