PolyPhred Commercial License
Instructions for UW CoMotion Express License
PolyPhred Commercial License
2. The license agreement must be signed by an authorized representative of your institution when checking out.
3. For completion of this agreement, the names of a Technical
Contact and a Licensing Contact must be provided. After signing, you
will be directed to a page to enter the names, title, email, and phone
of these contacts. In situations where both contacts are the same
individual, the information must be completed for each contact.
a. Licensing Contact means the individual responsible for
administering the financial terms of the Agreement and related
correspondence from UW.
b. Technical Contact means the individual authorized by Licensee to receive the Software and conduct all technical correspondence with UW.
4. Payment will be requested at signing in US Dollars (USD), and can be made by wire transfer, check, or purchase order (PO) per the payment option selected. For payments made by wire transfer, check, or PO, an invoice will be sent to the Licensing Contact provided by Licensee. Payment must be received within 30 days of invoicing to retain access.
Attention: Contract Manager, University of Washington CoMotion
4545 Roosevelt Way NE, Suite 400
Seattle, WA 98105-4608
Phone: 206-543-3970
Email: ipfin@uw.edu
5. Upon receipt of payment, you will receive a confirmation from UW CoMotion. Software will be sent to the Company Technical Contact via email. When the license is complete, you will receive a copy of the executed agreement.
6. Licensee will be asked which of the following formats the delivered executable code shall be compiled to operate under: Solaris, HP-UX, SGI/IRIX, SunOS, DEC-Alpha, or Linux.
7. Please contact our office if you have any questions about this process:
Express Licensing Program
UW CoMotion
University of Washington
4545 Roosevelt Way NE, Suite 400
Seattle, WA 98105-4608
Phone: 206-685-2278
Email: license@uw.edu
- 1. Definitions
- 1.1 "Agreement" means this Software Site License Agreement.
- 1.2 "Effective Date" means the latest date upon which this Agreement is fully executed by both Licensee and UW.
- 1.3 "Software" means the PolyPhred software application for the detection of putative heterozygous sites for single nucleotide variations from amplified DNA. The Software version shall be executable code of the current release version made available by UW. The Software requires authorized access to the applications Phrap, Phred, and Consed available for license from UW and certain licensed distributors.
- 1.4 "Modifications" mean any changes or extensions introduced into the Software or otherwise based on or derived from the Software. Modifications may include, but are not limited to, corrections of program errors, translations and stylistic restructuring of the Software, addition or deletion of functions or enhancement of existing functions of the Software, changes, or additions required to integrate the Software into other applications or to allow the Software to run under alternative operating systems or computer hardware configurations, and other adaptations of the Software.
- 1.5 "Site" means single street address, building, single campus, or other single geographic location at which the Software shall be maintained. All Site information must be provided by Licensee for completion of this Agreement.
- 1.6 "Technical Contact" means the individual authorized by Licensee to receive the Software and conduct all technical correspondence with UW.
- 1.7 "License Fee" shall mean the fee(s) due by Licensee under this Agreement as set forth in Section 6.
- 2. Grant
- 2.1 Commencing on the Effective Date, UW hereby grants to Licensee, and Licensee accepts, a limited, non-exclusive license to run, copy and display the Software at the Sites. These grants are limited to Licensee's use at the Site and do not authorize Software use by third parties not located at the Site via the Internet or any other means.
- 2.2 Licensee shall gain no ownership in the Software. Licensee agrees not to allege or enjoin infringement or misappropriation by UW in any Software modifications, extensions, or other improvements prepared by UW, or by any third party obtaining Software modifications, extensions, or other improvements under license from UW.
- 2.3 Licensee shall retain in the Software the copyright, trademark, or other notices pertaining to the Software as provided by UW.
- 2.4 Licensee shall not distribute, publish, or otherwise transfer or allow to be transferred the Software, in whole or in part, without prior written permission of UW.
- 2.5 Licensee acknowledges that the Software operates in an environment of emerging scientific information and program limitations directed at emerging scientific information are not program bugs for the purposes of this Agreement.
- 3. Instruction
- For one (1) year from the Effective Date, UW shall endeavor to correct program bugs relating to the Software's operation, and to provide to Licensee advice and answers to inquiries made in the form of electronic mail to UW at the following address:
primary contact: debnick@uw.edu.
secondary contact: dpc@uw.edu
Any such efforts by UW, however, shall be on an "as available" basis. - 4. Delivery
- After UW has received the License Fee, UW shall provide Licensee access to the Software by means of internet transmission (email and/or ftp) following execution of this Agreement and receipt of payment specified herein. Delivery is authorized by Licensee to be made to the Technical Contact, who shall serve as Licensee’s technical contact for UW with respect to the Software. Delivered executable code shall be compiled to operate under the operating platforms requested by Licensee as a part of executing this Agreement.
- 5. Payment
- 5.1 Licensee shall pay to UW an Upfront Fee of $3,000 USD for use of the Software at single Site. There is a 20% discount per site for two (2) to five (5) sites and a 40% discount per site for more than five (5) sites. Discount will be calculated at checkout.
- 5.2 Payment is due in US Dollars (USD) at the time of signing, and can be made by wire transfer, check, or purchase order (PO) per the payment option selected. For payments made by wire transfer, check, or PO, an invoice will be sent to the Licensing Contact provided by Licensee. Payment must be received within 30 days of invoicing to retain access. Licensee shall be responsible for any charges, taxes and/or customs duties associated with payments made under this Agreement. Payment by wire transfer will include a $30 fee.
- 5.3 The Subscription Renewal Fee is $1,200 USD per site for a single site, and the commensurate discount per site will apply for multiple sites. The Subscription Renewal Fee is due by each anniversary of the Effective Date. An invoice will be sent to the Licensing Contact provided by the Licensee. Payment must be received within 30 days of invoicing to retain access.
- 6. Term and Termination
- 6.1 Term. The term of this Agreement (“Term”) shall be twelve (12) months from the Effective Date. This Agreement may be renewed, provided Licensee’s timely payment of the Subscription Renewal Fee is received by UW.
- 6.2 Termination by Licensee. Licensee may terminate this Agreement at any time upon written notice to UW. The termination shall be effective 30 days from date of notice.
- 6.3 Termination by UW. UW may terminate this Agreement upon notice if Licensee is determined to be, in the sole discretion of UW, in material breach of this Agreement. The termination shall be effective 30 days from the date of notice. If the specified breach is cured before the effective date of termination, the Agreement shall not be terminated and the notice thereof shall have no effect.
- 6.4 No Limitation on Remedies. The provisions under which this Agreement may be terminated will be in addition to any and all other legal remedies which either Party may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such Party may have.
- 6.5 Effect of Termination. Termination of this Agreement will terminate all rights and licenses granted to Licensee relating to the Software. Licensee shall certify in writing to UW within 10 days after termination that the Software, all copies made by Licensee during the term of this Agreement, and all Modifications thereof have been destroyed.
- 7. Disclaimers
- 7.1 The Software has been developed as part of research conducted at the University of Washington. The Software is experimental in nature and is made available "AS IS," without obligation by UW to provide accompanying services or support except as specified in this Agreement. The entire risk as to the quality and performance of the Software is with Licensee.
- 8. Indemnification
- Licensee shall indemnify, defend and hold harmless UW and its officers, regents, employees, students and agents, against any and all claims, suits, losses, damages, costs, fees and expenses resulting from Licensee’s possession and/or use of the Software, including by not limited to any damages, losses or liabilities whatsoever with respect to death or injury to any person and damage to any property. This indemnification clause shall survive the termination of this Agreement.
- 9. General
- 9.1 This Agreement shall be construed in accordance with, and its performance shall be governed by, the laws of the State of Washington. Any suit, action, or proceeding arising out of or relating to this Agreement shall be decided in King County, Washington. Licensee accepts the venue and jurisdiction of the Federal District Court of Western Washington, Seattle, or the King County Superior Courts. Headings are provided for convenience only.
- 9.2 No omission or delay of either party hereto in requiring due and punctual fulfillment of the obligations of any other party hereto shall be deemed to constitute a waiver by such party of its rights to require such due and punctual fulfillment, or of any other of its remedies hereunder. Amendments to this Agreement must be in writing, reference this Agreement, and be signed by duly authorized representatives of UW and Licensee.
- 9.3 If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.
- 9.4 This Agreement and the rights and benefits conferred upon Licensee hereunder may not be assigned or otherwise transferred by Licensee without the prior written consent of UW.
- 9.5 This Agreement embodies the entire understanding of the parties and supersedes all previous communications, representations, or understandings, either oral or written, between the parties relating to the subject matter hereof.
Software Site License Agreement
The University of Washington, a public institution of higher education and an agency of the state of Washington acting through CoMotion, Seattle, Washington (“UW”) and the undersigned (“Licensee”) agree as follows:
Background
UW desires to publish research codes in furtherance of its public interest mission. Distribution of research codes is best facilitated by licensing a broad range of rights to industry to utilize these codes for further development. This code was supported in part by federal grants.
Licensee desires to invest in the development and publication of UW research codes and assist in the alignment of use of this code between UW and industry.
7.2 UW expressly disclaims any and all warranties, whether express or implied, pertaining to the merchantability or fitness for a particular purpose of the SOFTWARE, Licensed Subject Matter, LICENSED RIGHTS, disclosed, or otherwise Provided to Licensee under this Agreement.