LICENSE.txt

SOFTWARE LICENSE AGREEMENT
(ACADEMIC NON-COMMERCIAL RESEARCH)

PARTIES
1        REAL TIME GENOMICS LIMITED, of New Zealand (RTG)
2        USER (User)

BACKGROUND

RTG owns and has intellectual property rights (including patents and
patents pending) in certain software applications that enable
processing and analysis of genomic data.  RTG wishes to make available
those applications and their source code for non-commercial use within
the academic research community, on a royalty-free basis.  This
License Agreement sets out the terms on which RTG makes those
applications, that source code and any accompanying documentation
available for academic non-commercial research.

1. INTERPRETATION

1.1. Definitions:  In this License Agreement:

Applications - the software application RTG Core for genomic data
analysis, which are made available by RTG on the site
www.realtimegenomics.com, including any update of those applications
made available by RTG.

Academic Non-Commercial Research - research that is not carried out
for profit or for commercial use.  It includes:

  * sponsored academic research;

  * use of the Applications as part of a pipeline analysing data owned
    by third parties and provision of the results to those third
    parties, provided the User is not carrying out a commercial
    service and the results are not intended for commercial use.

Documentation - any user and technical documentation made available by
RTG on the site www.realtimegenomics.com and designed to enable the
understanding, use and operation of the Applications or Source Code,
including any update of that documentation made available by RTG.

Intellectual Property Rights - includes copyright, and all rights
conferred under statute, common law or equity in relation to
inventions (including patents), registered and unregistered trade
marks and designs, circuit layouts, data and databases, confidential
information, know-how, and all other rights resulting from
intellectual activity.  Intellectual Property has a consistent
meaning.

Purpose - the approved purpose set out in clause 2.2.

RTG - Real Time Genomics Ltd.

Source Code - the source code for the Applications made available by
RTG on the site github.com, including any update of that source code
made available by RTG.

User - a person or institution using the Applications, Source Code or
Documentation.

2. ACCEPTANCE AND PURPOSE

2.1. Acceptance: This License Agreement sets out the terms on which
the User may download and use the Applications, the Source Code and
the Documentation.  On downloading, using and/or continuing to use the
Applications, Source Code or Documentation you accept the terms of
this License Agreement and any amendments to these terms that may be
made from time to time by RTG.

2.2. Purpose: This License Agreement permits use of the Applications,
Source Code and Documentation for Academic Non-Commercial Research
only.  If you wish to use the Applications, Source Code or
Documentation for any other purpose, you will need to purchase a
Commercial License from RTG available via email
info@realtimegenomics.com or website www.realtimegenomics.com

3. LICENSE

3.1. Grant of license: RTG grants to the User a royalty-free,
non-exclusive, non-transferable and non-sublicensable license to
download and use the Applications, Source Code and Documentation for
the Purpose, on the terms and conditions of this License Agreement.

4. ACCESS CONDITIONS

4.1. Permitted use: The User may use, copy and modify all or any part
of the Applications, Source Code and Documentation but may not sell,
commercially exploit, distribute or sublicense the Applications,
Source Code or Documentation or copies or modifications of them.

4.2. Conditions:  The User must:

a. use the Applications, Source Code and Documentation for lawful
purposes only;

b. ensure the Applications, Source Code and Documentation are
protected at all times from unauthorized use or disclosure;

c. maintain all proprietary notices on the Applications, Source Code
and Documentation;

d. not transfer, assign, sublicense or otherwise deal with or grant a
security interest in the Applications, Source Code or Documentation or
the User’s rights under this License Agreement;

e. not challenge RTG’s ownership of, or Intellectual Property Rights
in (including patent rights), the Applications, Source Code or
Documentation;

f. not copy or adapt the Applications, Source Code or Documentation so
as to circumvent the need to obtain a license;

g. not make any representation or warranty about the Applications,
Source Code or Documentation to any third party;

h. notify RTG in writing immediately on it becoming aware of any
suspected unauthorized knowledge, possession or use of the
Applications, Source Code or Documentation; and

i. notify RTG in writing immediately on it becoming aware of any
allegation by a third party that the Applications, Source Code or
Documentation infringe any rights of that third party.

4.3. Grant back: The User grants RTG a royalty-free, non-exclusive,
perpetual, irrevocable, world-wide licence to use in any way
whatsoever (including using, copying, modifying, selling, commercially
exploiting, distributing or sublicensing) any modifications of the
Applications, Source Code or Documentation made by the User.

5. PUBLICATION

5.1. Publication: The User may publish the results of any research
obtained using the Applications in accordance with this License
Agreement, provided any publication includes an attribution to the
effect that:

This research was carried out using RTG Core under an Academic
Non-Commercial License granted by Real Time Genomics Ltd.

6. INTELLECTUAL PROPERTY  

1. Ownership: RTG (or its licensors) owns all Intellectual Property
Rights in the Applications, Source Code and Documentation.

7. WARRANTIES

7.1. NO IMPLIED WARRANTIES: RTG PROVIDES THE APPLICATIONS, SOURCE CODE
AND DOCUMENTATION ON AN AS IS BASIS.  ANY IMPLIED GUARANTEE, CONDITION
OR WARRANTY INCLUDING THOSE AS TO THEIR NON-INFRINGEMENT OF THIRD
PARTY RIGHTS, QUALITY, FITNESS FOR PURPOSE, ACCURACY OR OPERABILITY IS
EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. LIABILITY

8.1. UNRECOVERABLE LOSS: RTG WILL NOT BE LIABLE TO ANY USER FOR ANY
DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSS OR DAMAGE ARISING
UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR THE
APPLICATIONS, SOURCE CODE OR DOCUMENTATION.

8.2. MAXIMUM LIABILITY: IN ANY CIRCUMSTANCES WHERE RTG IS HELD LIABLE
UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT, OR IN RESPECT OF
THE APPLICATIONS, SOURCE CODE OR DOCUMENTATION, WHETHER IN CONTRACT,
TORT (INCLUDING FOR NEGLIGENCE), BREACH OF STATUTORY DUTY OR
OTHERWISE, THE MAXIMUM AGGREGATE LIABILITY OF RTG TO ANY PERSON WILL
NOT EXCEED US$50.

8.3. Indemnity: The User indemnifies RTG against all claims, loss,
damages, liabilities and costs (including, without limit, legal costs
on a solicitor and own client basis) that RTG suffers or incurs as a
result of the User breaching any term of this License Agreement or of
the User downloading or using the Applications, Source Code or
Documentation.

8.4. Employees, etc: The User remains responsible for any actions of
its personnel including its employees, students or other research
staff.  Any act or omission by the User’s personnel will be deemed to
be a breach of this License Agreement if that act or omission, if
carried out directly by the User, would have been a breach of this
License Agreement.

9. TERMINATION

9.1. Termination rights:  

a. This License Agreement terminates automatically on the User
breaching any of these terms.

b. RTG may terminate this License Agreement in respect of any or all
of the Applications, Source Code or Documentation by giving notice to
the User or by way of providing notice on the www.realtimegenomics.com
to that effect.

9.2. Consequences of termination: On termination for any reason, the
User must return to RTG or destroy all copies of the Applications,
Source Code and Documentation in its possession or control.

9.3. Obligations continuing: Clauses 4.3, 5, 6, 8, 9.2 and 9.3 and any
other clauses which expressly or by implication survive termination
continue after termination of this License Agreement for any reason.

10. GENERAL

10.1. Waiver: To waive a right under this License Agreement, that
waiver must be in writing and signed by the waiving party.

10.2. Relationship: No relationship (e.g. contractor, employment,
joint venture, agency, trust or partnership) between RTG and the User,
other than the limited licensor/licensee relationship expressly set
out in these terms, exists under this License Agreement.

10.3. Severability: Any illegality, unenforceability or invalidity of
any provision or severable part of any provision of this License
Agreement does not affect the legality, enforceability or validity of
the remaining provision or provisions of this License Agreement.

10.4. Notices: Any notices to be given to RTG under this License
Agreement may be made by sending an email to
info@realtimegenomics.com.

10.5. Variation: Any variation to this License Agreement, other than
that made by RTG by way of update on www.realtimegenomics.com and/or
github.com, must be in writing and signed by both parties.

10.6. Entire agreement: This License Agreement sets out everything
agreed by the parties relating to its subject matter and supersedes
and cancels anything discussed, exchanged or agreed prior to its
start.

10.7. Assignment: RTG may assign, transfer or sublicense any of its
rights or obligations under this License Agreement without consent
from any User.

10.8. Law: This License Agreement is governed by, and must be
interpreted in accordance with, the laws of the State of California,
without regard to conflicts of law principles.  Each party submits to
the non-exclusive jurisdiction of the Courts of the State of
California in relation to any dispute connected with this License
Agreement.  The parties agree that the Convention for the
International Sale of Goods does not apply.