Academic and Research License¶

License. The Translational Genomics Research Institute (“TGen”) hereby grants you a non-exclusive, non-transferable right to use the NASP software and any related documentation (collectively, the “Software”), subject to the terms and conditions of this Academic and Research License (“License”). You should carefully read this License before using the Software. YOUR DOWNLOAD AND USE OF THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THIS LICENSE AND ALL OF THE FOLLOWING TERMS AND CONDITIONS.
Academic and Research Purposes. This License is limited to, and you may use the Software solely for, your own internal, non-commercial, academic and research purposes, including the right to make modifications or derivatives of the Software. Without limiting the foregoing, you may not use the Software as part of, or in any way in connection with the production, marketing, sale or support of any commercial product or service.
Commercial Use. If you desire to use the Software for any commercial purpose whatsoever, you agree to negotiate in good faith to obtain an appropriate license from TGen prior to such commercial use. TGen shall have no obligation to grant such a license to you, and may grant exclusive or non-exclusive licenses to third parties. You agree to notify TGen of any inquiries you may receive regarding commercial use of the Software or any modifications or derivatives thereof. Any inquiries or notices regarding commercial use of the Software should be directed to dengelthaler@tgen.org.
Disclaimer of Warranty. BECAUSE THE SOFTWARE IS LICENSED FREE OF CHARGE, THE SOFTWARE IS LICENSED “AS IS” AND WITHOUT WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND OR NATURE, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, DIRECT OR INDIRECT, BY ESTOPPEL OR OTHERWISE, AND TGEN EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF ANY THIRD PARTY PATENT OR OTHER PROPRIETARY RIGHTS. FURTHERMORE, TGEN MAKES NO WARRANTIES, REPRESENTATIONS OR GUARANTEES AS TO THE ACCURACY, RELIABILITY, UTILITY, PERFORMANCE OR EFFECTIVENESS OF THE SOFTWARE, OR ANY DATA OR RESULTS OBTAINED FROM THE USE THEREOF, OR THAT THE USE OF THE SOFTWARE WILL BE ERROR FREE, UNINTERRUPTED, SECURE OR VIRUS-FREE. TO THE EXTENT TGEN MAY NOT AS A MATTER OF LAW DISCLAIM ANY WARRANTY, THE PARTIES AGREE THAT THE SCOPE AND DURATION OF ANY SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW. TGen is under no obligation to provide any services, by way of maintenance, updates or otherwise with respect to the Software.
Limitation of Liability. TGEN SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, ACTUAL, DIRECT OR GENERAL DAMAGES, AND SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO THE USE OR INABILITY TO USE THE SOFTWARE, LOSS OF DATA, INACCURATE DATA, PROCUREMENT OF INAPPROPRIATE, SUBSTITUTE OR ALTERNATIVE SOFTWARE, LOSS OF PROFITS, LOSS OF REVENUES, OR BUSINESS INTERRUPTION); IN ALL CASES, HOWEVER CAUSED, RESULTING FROM, RELATED TO OR ARISING OUT OF THE USE OF THE SOFTWARE OR ANY DATA OR RESULTS OBTAINED THEREFROM, REGARDLESS OF FORESEEABILITY AND NOTWITHSTANDING WHETHER YOU OR TGEN HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, AND REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, BREACH OF WARRANTY OR TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE OR STRICT LIABILITY, OR OTHERWISE.
No Other Rights Granted. Except as expressly stated herein, this License does not constitute a grant to you, or an intention or commitment to grant to you, any right, title or interest in or to the Software or TGen’s trade secrets or any other intellectual property related to the Software.
No Assignment. This License is personal to the person or entity downloading and using the Software pursuant hereto and you may not sell, assign or transfer it to any other party.
Use of Names. You may not use the names “The Translational Genomics Research Institute” or “TGen,” or any variations or adaptations thereof, or any marks or symbols related thereto, in any publication, advertising or promotional material of any kind, without the prior written consent from TGen; in each case, which may be granted or withheld in TGen’s sole discretion.
Governing Law. This agreement shall be governed by the laws of the State Arizona, without regard to choice of law principles.
Termination. This License is effective until terminated. You may terminate this License at any time by destroying all copies of the Software and any documentation or other associated materials in your possession. This License will terminate immediately without notice from TGen if (a) you fail to comply with any of the terms and conditions of this License, or (b) the Software (or any modification or derivative) is found to infringe upon the intellectual property or other proprietary rights of any third party. Upon termination, you must destroy all copies of the Software (including all Software incorporated in any modification or derivative) and any documentation or other associated materials.

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