HARVARD UNIVERSITY OPEN-SOURCE COMPATIBLE END-USER LICENSE AGREEMENT

FuncAssociate ("The Program")

GENERAL STATEMENT.
The Program is a research tool still in the development stage. This license Agreement is entered into in order to encourage scientific collaboration aimed at further development and use of The Program.

OWNERSHIP OF PROGRAM.
The Program is protected by copyright laws and foreign treaties, and is the subject of a United States patent application, all foreign rights protected. All title, ownership rights, and intellectual property rights in The Program shall remain in President and Fellows of Harvard College.

GRANT OF RIGHTS.
President and Fellows of Harvard College (hereinafter "HARVARD," "our") grants to LICENSEE (hereinafter "LICENSEE," "you," "your") a non-exclusive license to use The Program free of charge. The Program is provided to you "as is," without any accompanying documentation, services or improvements from HARVARD.

DERIVATIVES.
You may create Derivatives of The Program in any medium. Any Derivatives you create shall be jointly owned by you and HARVARD. You are required to place the proper copyright notice on such Derivatives. (One acceptable form of such a notice is: "[Year] President and Fellows of Harvard College and [Your Name]. All rights reserved.") At HARVARD's election, you shall send a copy of Derivatives to HARVARD within sixty (60) days of receiving notice from HARVARD requesting such a copy. The definition of the term "Derivatives," as used in this Agreement, includes translations of The Program to other foreign languages or other computer languages, adaptations of The Program to other hardware platforms, and all abridgments, condensations, revisions, modifications, enhancements you may make to The Program.

USE OF THE PROGRAM AND DERIVATIVES.
You may: Use The Program (or Derivatives) on any single computer; use The Program (or Derivatives) on a network, provided that each person accessing The Program (or Derivatives) through the network must have a copy licensed to that person; use The Program (or Derivatives) on a second computer so long as only one copy is used at a time; copy The Program (or Derivatives) for archival purposes - provided that any copy must contain all of The Program's (or Derivatives') copyright notices. You may not: Permit other individuals to use The Program (or Derivatives) except under the terms listed above; grant a security interest in, or otherwise transfer rights to The Program (or Derivatives) ; or remove any copyright notices on The Program (or Derivatives).

USE OF HARVARD'S NAME.
You may not use the name "Harvard" (or use any of our various trademarks) in your products, advertising, publicity, or in any other manner, without our written permission.

TERMINATION.
The license granted by this Agreement will terminate automatically if you fail to comply with the limitations described herein. On termination you must (a) cease all use of The Program and destroy all copies of The Program in your possesion and, (b) cease all use of Derivatives and, at HARVARD's election, assign your copyright interests in the Derivatives.

DISCLAIMER OF WARRANTY.
The Program is provided free of charge on an "AS IS" basis, without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of The Program is borne by you. Should The Program prove defective, you - and not HARVARD - assume the entire cost of any service and repair. The Program is limited in purpose and should be considered experimental. The Program is not fault-tolerant and is not designed or intended for use requiring fail-safe performance in which the failure of The Program could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). HARVARD specifically disclaims any express or implied warranty of fitness for High Risk Activities.

HARVARD MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. BY WAY OF EXAMPLE, BUT NOT OF LIMITATION, HARVARD MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT THE USE OF THE PROGRAM WILL NOT INFRINGE ANY THIRD PARTY'S PATENT, COPYRIGHT, OR TRADEMARK. HARVARD DOES NOT WARRANT THAT YOUR USE OF THE PROGRAM WILL BE UNINTERRUPTED OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR-FREE. YOU AGREE THAT HARVARD OR ANY OF ITS EMPLOYEES, AGENTS, OR CONTRACTORS SHALL NOT BE LIABLE UNDER ANY CLAIM, CHARGE, OR DEMAND, WHETHER IN CONTRACT, TORT, CRIMINAL LAW, OR OTHERWISE, FOR ANY AND ALL LOSS, COST, CHARGE, CLAIM, DEMAND, FEE, EXPENSE, OR DAMAGE OF EVERY NATURE AND KIND ARISING OUT OF, CONNECTED WITH, RESULTING FROM OR SUSTAINED AS A RESULT OF EXECUTING THIS AGREEMENT OR FOR PERFORMING ALL OR ANY PART OF THIS AGREEMENT. IN NO EVENT SHALL HARVARD BE LIABLE FOR SPECIAL, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS, CHARGES, CLAIMS, DEMANDS, FEES OR EXPENSES OF ANY NATURE OR KIND.

INDEMNIFICATION.
You agree to indemnify HARVARD, its successors and assigns, against any and all loss, cost, charge, claim, demand, fee, or expense of every nature and kind which may, at any time hereafter, be sustained by HARVARD by reason of or in consequence of your use of The Program or performance of this Agreement

EXPORT CONTROLS.
None of The Program or underlying information or technology may be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods or, (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using The Program, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.

MISCELLANEOUS.
If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and interpreted in accordance with Massachusetts law (excluding the conflict of laws rules). The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If you and HARVARD have a dispute concerning any aspect of this Agreement, it shall be resolved in the applicable state or federal courts of Massachusetts. You and HARVARD consent to the jurisdiction of such courts and waive any jurisdictional or venue defenses otherwise available.

COMPLETE AGREEMENT.
This Agreement represents the complete agreement concerning this grant of license and can only be amended in writing, executed by both you and HARVARD. In order to download The Program, you must click on the "Accept" box, which indicates your acceptance of the terms of this Agreement. (It is recommended that you also print a copy of this Agreement and keep it for your files.)

I accept
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NOTE: You will need to have access to this email address to receive the URL to download The Program.

Any commercial use of this or other software can be discussed with the HMS Office of Technology Licensing (OTL) contact Maryanne Fenerjian.
Please send other questions, comments or bug reports to pasculescu@lunenfeld.ca.