BROAD INSTITUTE, INC.
SINGLE USER LICENSE FOR ACADEMIC AND NON-COMMERCIAL PURPOSES ONLY

This Agreement is made between the Broad Institute, Inc., with a principal address at 7 Cambridge Center, Cambridge, MA 02142 ("BROAD") and the subscriber ("LICENSEE"), and is effective at the date the downloading is completed ("EFFECTIVE DATE").

WHEREAS, LICENSEE desires to license the PROGRAM, as defined hereinafter, BROAD wishes to have this PROGRAM utilized in the public interest, subject only to the royalty-free, nonexclusive, nontransferable license rights of the United States Government pursuant to 48 CFR 52.227-14, and

WHEREAS, LICENSEE desires to license the PROGRAM and BROAD desires to grant a license on the following terms and conditions.

NOW, THEREFORE, in consideration of the promises and covenants made herein, the parties hereto agree as follows:

1. DEFINITIONS
1.1 "BUG FIX(ES)" shall mean LICENSEE-created code that repairs a BROAD identified function of the PROGRAM.

1.2 "PROGRAM" shall mean the executable and source code known as "GENE-E" and related documentation, if any, as they exist on the EFFECTIVE DATE and as can be downloaded from https://software.broadinstitute.org/GENE-E/ on the EFFECTIVE DATE.

1.3 "TERM" shall commence on the EFFECTIVE DATE and shall continue in effect for a period of one (1) year from the EFFECTIVE DATE.  

2. CONFIDENTIALITY
LICENSEE acknowledges that the PROGRAM is confidential information and agrees not to publish or otherwise publicly disclose the PROGRAM or underlying algorithms or methods.  LICENSEE further agrees not to publish any results generated by the PROGRAM nor publish or otherwise distribute a comparison of similar methods or analysis of the performance of the PROGRAM without prior written consent from BROAD.  LICENSEE shall immediately, upon discovery of any disclosure not authorized hereunder, notify the BROAD and take reasonable steps to prevent any further unauthorized disclosure or unauthorized use.

3. LICENSE
3.1 Grant.
Subject to the terms of this Agreement, BROAD hereby grants to LICENSEE, solely for a single user and soley for academic and non-commercial purposes, a non-exclusive, non-transferable license to download, execute and display the PROGRAM.

3.2 No Sublicensing or Additional Rights.
In no event shall LICENSEE sublicense or distribute , in whole or in part, the PROGRAM.  LICENSEE agrees not to put the PROGRAM on a network, server, or other similar technology that may be accessed by any individual other than the LICENSEE nor to use the PROGRAM to improve or train the performance of another method.

3.3 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 BROAD or of any other entity, except as expressly granted herein.

LICENSEE agrees that the PROGRAM shall not be used as the basis of any commercial software and that the same shall not be rewritten in another computer language or otherwise adapted to circumvent the need for obtaining a license for use of the PROGRAM.  LICENSEE further agrees not to reverse engineer or disassemble the PROGRAM code for any purpose.

4. CONSIDERATION
As consideration for the license granted in this Agreement, LICENSEE agrees to provide accurate registration information prior to using the PROGRAM and a written evaluation of the PROGRAM, including a description of its functionality or problems and areas for further improvement in the PROGRAM.  LICENSEE hereby automatically grants to BROAD a non-exclusive, royalty-free, irrevocable worldwide license to any BUG FIXES or modifications to the PROGRAM with unlimited rights to sublicense and/or distribute. Such modifications and BUG FIXES shall be provided to BROAD promptly upon their creation.

5. OWNERSHIP OF INTELLECTUAL PROPERTY
LICENSEE acknowledges that title to the PROGRAM shall remain with BROAD. The PROGRAM is marked with the following BROAD copyright notice and notice of attribution to contributors.  LICENSEE shall retain such notices on all copies and on modifications and BUG FIXES where applicable. LICENSEE agrees to include appropriate attribution if any results obtained from use of the PROGRAM are included in any publication.

Copyright 2013 Broad Institute, Inc.
Notice of attribution: The GENE-E program was made available through the generosity of the Cancer Program at the Broad Institute, Inc.

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

6. INDEMNIFICATION
LICENSEE shall indemnify, defend, and hold harmless BROAD, and its respective directors, officers, faculty, students, employees, affiliated investigators, and agents, and their respective successors, heirs and assigns, ("Indemnitees"), against any liability, damage, loss, or expense (including reasonable attorneys 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.

7. NO REPRESENTATIONS OR WARRANTIES
THE PROGRAM IS DELIVERED "AS IS." BROAD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE PROGRAM OR THE COPYRIGHT, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. BROAD 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 BROAD 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 BROAD SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.

8. TERMINATION
LICENSEE shall have the right to terminate this Agreement for any reason upon prior written notice to BROAD.  If LICENSEE breaches any provision hereunder, and fails to cure such breach within thirty (30) days, BROAD may terminate this Agreement immediately. Upon termination, LICENSEE shall provide BROAD with written assurance that the original and all copies of the PROGRAM, including partial copies of the PROGRAM, have been destroyed.

9.  SURVIVAL
The following provisions shall survive the expiration or termination of this Agreement:
Articles 1, 2, 3.2, 3.2, 5, 6, 7, 8 and 9.

10. NOTICE
Any notices under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be sent by hand, recognized national overnight courier, confirmed facsimile transmission, confirmed electronic mail, or registered or certified mail, postage prepaid, return receipt requested.  All notices under this Agreement shall be deemed effective upon receipt.

11. GOVERNING LAW
This Agreement shall be construed, governed, interpreted and applied in accordance with the internal laws of the Commonwealth of Massachusetts, U.S.A., without regard to conflict of laws principles.