BC Cancer Agency - Academic Use Only
IMPORTANT! The Product is licensed only on the condition that you and
your employer, educational institution or organization ("YOU") agree
with the BC Cancer Agency ("BCCA") to the terms and conditions set
forth below. PLEASE CAREFULLY READ THE TERMS OF THIS LICENSE AGREEMENT.
IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD
CLICK ON THE "I Accept" BOX AT THE BOTTOM OF THIS AGREEMENT. IF YOU DO
NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE
THE PRODUCT.
1. PRODUCT: As used in this Agreement "Product" shall mean the software
or service identified in the Download Summary screen, and all related
documentation.
2. LICENSE TO USE: BCCA hereby grants to YOU a personal, non-exclusive,
non-transferable, limited license to use the Product solely on the
terms, conditions and restrictions contained in this Agreement. The
rights granted to YOU shall, subject to the Restrictions set out in
Section 3 below, mean the right to use the Product for non-profit
research or educational purposes only, in association with YOUR
educational institution.
3. OWNERSHIP & RESTRICTIONS: The Product and any and all knowledge,
know-how and/or techniques relating to the Product, as may be modified
or enhanced, in whole or in part, is and will remain the sole and
absolute property of BCCA and BCCA owns any and all right, title and
interest in and to the Product. All inventions, discoveries,
improvements, software, copyright, know-how or other intellectual
property, whether or not patentable or copyrightable, created by BCCA
prior to, after the termination of, or during the course of this
Agreement pertaining to the Product is and will remain the sole and
absolute property of BCCA. No right, title or interest in or to any
official mark, trademark, service mark, logo, or trade name of BCCA is
granted to YOU under this Agreement. Without limiting the forgoing YOU
shall not, and shall not authorize any third party to: make copies of
the Product, other than a single backup copy, and any such copy
together with the original must be kept in YOUR possession or control;
modify, decompile, disassemble, translate into another computer
language, create derivative works, or otherwise reverse engineer the
Product (including any source or object code), or disclose any trade
secrets relating to the Product, except for internal use only;
any internal modifications made to the software may not be
distributed to another party under another name;
any internal modifications made to the software must only be
distributed to third parties through the Genome Sequence Centre ("GSC")
of the BCCA. Only the GSC will be responsible for curating the source
code and for distribution of such source code;
YOU shall not, and shall not authorize any third party to distribute,
sell, lease, transfer, assign, trade, rent or publish the Product or
any part thereof and/ or copies thereof, to others;
license or sublicense the use of the Product to others;
use the Product or any part thereof for any commercial or for-profit
purpose or any purpose other than as stated in Section 2 above; use,
without its expressed permission, the name of BCCA or the GSC in YOUR
advertising, publicity, or otherwise.
4. DISCLAIMER OF WARRANTY: THE PRODUCT IS PROVIDED TO YOU BY BCCA IN
ORDER TO ALLOW YOU TO OBTAIN ACCESS TO LEADING ACADEMIC RESEARCH. THE
PRODUCT IS PROVIDED TO YOU BY BCCA "AS IS", AND YOU ACKNOWLEDGE AND
AGREE THAT BCCA MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF
ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS OF THE PRODUCT FOR A
PARTICULAR PURPOSE, OR THAT THE USE OF THE PRODUCT WILL PRODUCE A
DESIRED RESULT OR THAT THE USE OF THE PRODUCT WILL NOT INFRINGE ANY
PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS, OR THAT THE PRODUCT IS
ERROR-FREE OR VIRUS-FREE, OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.
THE UNITED NATION CONVENTION ON THE INTERNATIONAL SALE OF GOODS SHALL
NOT APPLY TO THE PROVISIONS OF THIS AGREEMENT.
IN PARTICULAR, NOTHING IN THIS AGREEMENT IS OR WILL BE CONSTRUED AS:
$ A WARRANTY OR REPRESENTATION BY BCCA AS TO ANY INTELLECTUAL PROPERTY
RIGHTS IN THE PRODUCT;
$ AN OBLIGATION TO FURNISH ANY PRODUCTS, SOFTWARE, TECHNOLOGY, OR
TECHNOLOGICAL INFORMATION OTHER THAN THE PRODUCT;
$ AN OBLIGATION TO CORRECT MALFUNCTIONS ("MALFUNCTIONS") THAT ARISE IN
ANY VERSION OF THE PRODUCT DELIVERED TO YOU. MALFUNCTIONS, AS USED
HEREIN, MEANS ERRORS DEEMED TO BE INTERNAL TO THE PRODUCT. BCCA DO NOT
WARRANT THAT THE PRODUCT IS FREE FROM MALFUNCTIONS, NOR THAT ANY
MALFUNCTIONS CAN OR WILL BE CORRECTED OR THAT BCCA WILL DEVELOP OR
PROVIDE YOU WITH ANY OPERATIONS, CAPABILITIES OR FEATURES NOT PRESENT
IN THE VERSION OF THE PRODUCT DELIVERED TO YOU UNDER THIS AGREEMENT. 5.
LIMITATION OF LIABILITY: BCCA WILL NOT BE LIABLE TO YOU OR ANY OTHER
PERSON OR ENTITY FOR ANY LIABILITY, LOSS OR DAMAGES CAUSED OR ALLEGED
TO HAVE BEEN CAUSED, EITHER DIRECTLY OR INDIRECTLY, BY THE PRODUCT.
WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL BCCA BE LIABLE FOR ANY
LOST REVENUE, PROFIT, BUSINESS INTERRUPTION OR DATA, OR FOR SPECIAL,
INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED
AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO
THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF BCCA HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BCCAâEUR^(TM)s TOTAL LIABILITY WILL
BE LIMITED TO THE AMOUNT OF THE LICENSE FEES (IF ANY) PAID UNDER THIS
AGREEMENT.
6. INDEMNITY: YOU WILL INDEMNIFY, DEFEND AND HOLD HARMLESS BCCA, ITS
BOARD OF DIRECTORS, STAFF, AND AGENTS FROM AND AGAINST ANY AND ALL
LIABILITY, LOSS, DAMAGE, ACTION, CLAIM OR EXPENSE (INCLUDING ATTORNEY'S
FEES AND COSTS AT TRIAL AND APPELLATE LEVELS) IN CONNECTION WITH ANY
CLAIM, SUIT, ACTION, DEMAND OR JUDGEMENT ARISING OUT OF CONNECTED WITH,
RESULTING FROM, OR SUSTAINED AS A RESULT OF YOUR USE OF THE PRODUCT OR
IN EXECUTING AND PERFORMING THIS AGREEMENT.
7. TERM: This Agreement is effective until terminated. YOU may
terminate this Agreement at any time by ceasing use of the Product and
destroying or deleting any copies of the Product. This Agreement will
terminate immediately without notice from BCCA if you fail to comply
with any provision of this Agreement. On any termination of this
Agreement the Disclaimer of Warranty, Restrictions, Limitation of
Liability and Indemnity provisions of this Agreement shall survive such
termination.
8. GOVERNMENT END USERS: Where any of the Product is used, duplicated
or disclosed by or to the United States government or a government
contractor or sub contractor, it is provided with RESTRICTED RIGHTS as
defined in Title 48 CFR 52.227-19 and is subject to the following:
Title 48 CFR 2.101, 52.227-19, 227.7201 through 227.7202-4, FAR
52.227-14, and FAR 52.227-19(c)(1-2) and (6/87), and where applicable,
the customary Product license, as described in Title 48 CFR 227-7202
with respect to commercial software and commercial software
documentation including DFAR 252.227-7013, DFAR 252,227-7014, DFAR
252.227-7015 and DFAR 252.7018, all as applicable.
9. USE OF THE DOWNLOAD SERVICE: YOU represent and warrant that YOU
possess the legal authority to enter into this Agreement, and that YOU
will be financially responsible for your use of the Download Service.
YOU agree to be responsible for all costs, charges and taxes (where
applicable) arising out of your use of the Product and the Download
Service. YOU are responsible for supplying any hardware or software
necessary to use the Product pursuant to this Agreement.
10. GENERAL PROVISIONS:
(a) The Download Service is operated from Vancouver, British Columbia,
Canada and this Agreement (and all disputes arising out of or relating
to this Agreement) will be governed and interpreted according to the
laws of British Columbia, Canada without regard to its conflicts of
laws rules. YOU agree that by accepting the terms of this Agreement or
using the Product YOU have attorned to the exclusive jurisdiction of
the Courts of competent authority in the City of Vancouver, Province of
British Columbia, Canada.
(b) USE OF THE PRODUCT OR THE DOWNLOAD SERVICE IS PROHIBITED IN ANY
JURISDICTION WHICH DOES NOT GIVE EFFECT TO THE TERMS OF THIS AGREEMENT.
(c) YOU agree that no joint venture, partnership, employment,
consulting or agency relationship exists between YOU and BCCA as a
result of this Agreement or your use of the Download Service.
(d) This Agreement is the entire agreement between YOU and BCCA
relating to this subject matter. YOU will not contest the validity of
this Agreement merely because it is in electronic form.
(e) No modification of this Agreement will be binding, unless in
writing and accepted by an authorized representative of each party. (f)
The provisions of this Agreement are severable in that if any provision
in the Agreement is determined to be invalid or unenforceable under any
controlling body of law, that will not affect the validity or
enforceability of the remaining provisions of the Agreement.
(g) All prices are in Canadian dollars and prices are subject to change
without notice. BCCA will not be liable for any typographical errors,
including errors resulting in improperly quoted prices on the Download
Summary screen. (h) YOU should print out or download a copy of this
Agreement and retain it for your records.
(i) YOU consent to the use of the English language in this Agreement.
(j) YOU may not assign this agreement. BCCA, at its sole discretion may
assign this agreement without notice to YOU.
