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SoftSearch software terms of use (download)

Mayo Foundation and Medical Education and Research (MFMER), has created SoftSearch software that identifies structural variations from whole-genome sequencing data (.Software.).

Using the Software indicates your agreement to be bound by the terms of this Software User Agreement (.Agreement.). Absent your agreement to the terms below, you (the .End User.) have no rights to hold or use the Software whatsoever.

MFMER agrees to grant hereunder the limited non-exclusive license to End User for the use of the Software in performance of End User.s internal, non-profit research at End User.s institution on the following terms and conditions:

1. NO REDISTRIBUTION. Software remains the property MFMER and End User shall not publish, distribute, or otherwise transfer or make available the Software to any other party.

2. NO COMMERCIAL USE. The End User shall not use Software for commercial purposes and any such use hereunder this license is explicitly prohibited. This includes, but is not limited to, use of Software in fee for service core laboratories or to provide services to, or commercial sponsored research for third parties for a fee. If End User wishes to use Software for any commercial purposes, End User will need to execute a separate licensing agreement with the MFMER. Requests for the use of Software for commercial purposes, please contact:

To MAYO:	Mayo Foundation for Medical Education and Research
Mayo Clinic Ventures . BB4
200 First Street SW
Rochester, Minnesota 55905-0001
Attn:  Ventures Operations
Phone:  [phone]
Facsimile:  [phone]
Email:  [e-mail] 
Fed Tax ID: 41-1506440

3. OWNERSHIP AND COPYRIGHT NOTICE. MFMER owns all intellectual property in the Software. End User shall gain no ownership to the Software. End User shall not remove or delete and shall retain in the Software and any modifications to Software, the copyright, trademark, or other notices pertaining to Software as provided with the Software.

4. FEEDBACK. In order to improve the Software, comments from End Users may be useful. End User agrees to provide MFMERwith feedback on the End User's use of the Software e.g. any bugs in the Software, the user experience etc. MFMER is permitted to use such information provided by End User in making changes and improvements to the Software without compensation or an accounting to End User.

5. NON ASSERT. End User acknowledges that MFMER may develop modifications to Software that may be based on the feedback provided by End User under Section 4. MFMER shall not be constrained in any way by End User regarding MFMER's use of such information. End User acknowledges the right of MFMER to prepare, publish and or use modifications to the Software that may be substantially similar or functionally equivalent to End User's modifications, and/or improvements if any. In the event that End User obtains patent protection for any modification or improvement to Software, End User agrees not to allege or enjoin infringement of End User's patent against MFMER, or any of its researchers, medical or research staff, officers, directors, and employees.

6. PUBLICATION & ATTRIBUTION. End User has the right to publish, present, or share results from the use of the Software. If utilization of the Software results in outcomes which will be published, End User shall acknowledge MFMER as the provider of the Software, shall specify the version of the Software used and cite the following reference:

_______________________________
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7. NO CLINICAL USE. The Software is for academic research use only and it is not approved for clinical, diagnostic or treatment purposes. End User shall not use the Software for clinical, diagnostic or treatment purposes and any such uses are expressly prohibited.

8. NO WARRANTIES. THE SOFWARE IS EXPERIMENTAL IN NATURE AND IS MADE AVAILABLE .AS IS,. WITHOUT OBLIGATION BY MFMER TO PROVIDE ACCOMPANYING SERVICES OR SUPPORT. ANY RISK ASSOCIATED WITH USE OF THE SOFTWARE IS AT THE SOLE RISK OF INSTITUTION AND END USER. MFMER MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THAT QUALITY OF ANY PRODUCT PRODUCED UNDER THIS AGREEMENT. UNDER NO CIRCUMSTANCES, SHALL MFMER BE LIABLE FOR INCIDENTAL, SPECIAL, INDIRECT, DIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, INTERRUPTION OF BUSINESS, OR RELATED EXPENSES WHICH MAY ARISE FROM THE USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO THOSE RESULTING FROM DEFECT IN SOFTWARE AND/OR DOCUMENTATION, OR LOSS OR INACCURACY OF DATA OF ANY KIND.

MFMER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING SOFTWARE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE, AND WARRANTIES OF PERFORMANCE, OR WARRANTY OF NON-INFRINGEMENT, AND ANY WARRANTY THAT MIGHT OTHERWISE ARISE FROM COURSE OF DEALING OR USAGE OF TRADE. NO WARRANTY IS EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE USE OF THE SOFTWARE.

9. INDEMNIFICATION. To the extent permitted by law, End User shall indemnify, defend and hold harmless MFMER, its corporate affiliates, current or future directors, trustees, officers, faculty, medical and professional staff, employees, students and agents and their respective successors, heirs and assigns (the .Indemnitees.), against any liability, damage, loss or expense (including reasonable attorney.s fees and expenses of litigation) incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising from End User.s use of Software.  MFMER and MFMER.s Affiliates shall have no obligation to indemnify End User hereunder.

This Section 9 indemnification clause shall survive expiration or termination of this Agreement.

10. GOVERNING LAW. This Agreement is made and performed in Minnesota.  The terms and conditions of this Agreement, as well as all disputes arising under or relating to this Agreement, shall be governed by Minnesota law, specifically excluding its choice-of-law principles, except that the interpretation, validity and enforceability of the Patent Rights will be governed by the patent laws of the country in which the patent application is pending or issued.  This is not an Agreement for the sale of goods and as such Article 2 of the Uniform Commercial Code as enacted in Minnesota does not apply

11. NON-USE OF NAME. Other than permitted under Sections 3 and 6, End User will not use for publicity, promotion or otherwise, any logo, name, trade name, service mark or trademark of MAYO or its Affiliates, including, but not limited to, the terms .MAYO®,. .MAYO Clinic®. and the triple shield MAYO logo, or any simulation, abbreviation or adaptation of the same, or the name of any MAYO employee or agent, without MAYO.s prior, written, express consent.  MAYO may withhold such consent in MAYO.s absolute discretion.  With regard to the use of MAYO.s name, all requests for approval pursuant to this Section must be submitted to the MAYO Clinic Public Affairs Business Relations Group, at the following e-mail address: [e-mail] at least five (5) business days prior to the date on which a response is needed.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives. 

MAYO FOUNDATION FOR MEDICAL		COMPANY
EDUCATION AND RESEARCH 

By	_______________________			By	___________________________
	Name:						Name:
	Title:						Title:

Date:	_______________________			Date:	______________________