MultiFinder Registration

Read the agreement below.
Fill in the registration information.
If you accept the agreement, indicate this with a click at the final step. The MultiFinder source code, example files, and instructions will be emailed to the email address listed.

Academic Research Use Software License Agreement

Access to and/or use of this Software is conditioned on acceptance of all the terms and conditions in this Agreement (the "Agreement"). This Agreement contains terms that apply to the individual accepting and agreeing to these terms and the academic institution or entity which employs or is otherwise affiliated with such individual ("Licensee"). The individual accepting and agreeing to the terms of this Agreement hereby represents and warrants that such individual is duly authorized to bind legally himself or herself, and Licensee, to this Agreement.

The Brigham and Women’s Hospital, Inc., a Massachusetts charitable corporation, with a principal place of business at 75 Francis Street, Boston, MA 02115 ("Licensor"), through its Department of Genetics, has developed the Software (defined below), and is willing to permit the Principal Investigator (defined below) at Licensee’s academic, not-for-profit institution to use the Software for Research and Educational Purposes only (defined below).
I. Certain Definitions. As used in this Agreement, the following terms shall have the following meanings:
(a) "Affiliate" with respect to either party means any corporation or other legal entity other than that Party in whatever country organized, controlling, controlled by or under common control with that party. The term "control" shall mean the power, direct or indirect, to elect or appoint fifty percent (50%) or more of the directors or trustees, or to cause direction of management and policies, whether through the ownership of voting securities, by contract or otherwise.
(b) "Binary Code" means the embodiment of a computer program which is not in human-readable form, and which is derived from Source Code by means of assembly or compilation into either a computer-specific non-executable code, or an executable code capable of being run on a computer system.
(c) "Derivative Works" means all works developed by Principal Investigator and any other individuals granted the right to create Derivative Works under this Agreement, which are derivative works of the Software under the United States Copyright Act, as amended, 17 U.S.C.A. §§ 101 et seq., including without limitation translations, abridgments, condensations,recastings, transformations or adaptations of the Software, or works consisting of editorial revisions, annotations, elaborations or other modifications of the Software.
(d) "Designated Site" means Principal Investigator’s laboratory/office at Licensee’s premises.
(e) "Patent Rights" means Licensor's rights in the patent applications already filed or that may be filed on the Software including any provisional, utility, division or continuation (but not including continuation-in-part) application, or any foreign patent application or Letters Patent or the equivalent thereof issuing thereon, or reissue, reexamination or extension thereof.
(f) "Research and Educational Purposes" means the furtherance of Licensee’s non-commercial research and educational projects to be undertaken and supervised by a principal investigator at Licensee ("Principal Investigator") and employees and agents of Licensee under Principal Investigator’s direction at the Designated Site, and not on behalf of third parties but which may include research sponsored by a company under an institutional sponsored research agreement containing terms consistent with standard academic sponsored research agreements.
(g) "Software" means the computer program known as Multifinder and any related documentation as further defined and described in Appendix A.
(h) "Source Code" means the human-readable version, in whole or in part, of the Software code and any corresponding comments or annotations.
(h) "Effective Date" means the date of acceptance of this Agreement by the individual accessing/downloading the Software.
2. Software License Grant. Subject to the terms and conditions contained in this Agreement, Licensor hereby grants to Licensee a nonexclusive, nontransferable, nonsublicensable, royalty-free license:
(i) under Licensor’s copyright rights, to reproduce and display the Software, and to make Derivative Works of the Software if Source Code is provided hereunder;
(ii) under Licensor’s Patent Rights, to use the Software (but not to sell, sublicense or otherwise transfer the Software, including without limitation any transfer to a research sponsor) provided, however, that the foregoing license grant is limited to Research and Educational Purposes only at the Designated Site. Principal Investigator may collaborate with bona fide research collaborators under obligations of confidentiality and non-use consistent with Appendix B, to use, either locally or remotely, the Software and Derivative Works installed at the Designated Site solely for Research and Educational Purposes, but may not transfer or sublicense the Software or any Derivative Works to such research sponsors or research collaborators or charge such collaborators or sponsors any fee for such use.
3. Title and Ownership. The Software is protected by copyright and foreign treaties, and may be subject to Patent Rights and other proprietary rights of Licensor and, if applicable, its licensor(s). Except to the extent of the limited non-exclusive license provided for in this Agreement, Licensor shall retain all of its rights, title and interest in and to the Software. Subject to Licensee’s and Principal Investigator’s continued compliance with the terms of this Agreement, Principal Investigator or Licensee, in accordance with applicable laws and Licensee’s intellectual property policies, shall retain all right, title and interest in and to Derivative Works made by Principal Investigator, pursuant to and in accordance with this Agreement. This Agreement does not grant any rights in or to any intellectual property owned or licensed by Licensor except those rights expressly granted hereunder, and except as specifically set forth in this Agreement, Principal Investigator and Licensee shall have no other rights in or to the Software nor any underlying intellectual property.
4. Conditions. As a condition to the license granted hereunder, Licensee and Principal Investigator shall comply at all times with each of the following:
(a) Principal Investigator and Licensee shall preserve and maintain all applicable attributions, copyright notices and licenses included in or applicable to the Software, including in any Derivative Works.
(b) Principal Investigator may make copies of the Software but only to the extent required to support Principal Investigator’s authorized use of the Software for Licensee’s Research and Educational Purposes. Licensee and Principal Investigator agree to reproduce on any such copies all of Licensor's proprietary notices contained in and on the Software and its associated media.
(c) Neither Principal Investigator nor Licensee shall use the Software for other than Research and Educational Purposes. Principal Investigator and Licensee shall not license or otherwise transfer any Derivative Works without Licensor’s prior written consent, and then only under a form of license approved in advance by Licensor and with clear identification that such Derivative Works are not the original Software.
(d) Principal Investigator and Licensee shall not sell, license, distribute, rent, lease, offer on an ASP or service bureau basis, grant a security interest in, sublicense or otherwise transfer or permit any third party (other than Licensee’s own employees, students and fellows under Principal Investigator’s supervision or Principal Investigator’s collaborators solely in connection with permitted activities at the Designated Site) to access or use all or any portion of the Software in any form or any of the rights therein or thereto.
(e) This Agreement does not grant any rights with respect to third party software, except those rights that Licensor has been authorized by a third party to grant to Licensee and are expressly granted to Licensee herein, if any, and accordingly Licensee and/or Principal Investigator, as applicable, are solely responsible for obtaining any permissions from third parties which are necessary to use, reproduce, or display, or if permitted under this Agreement to make Derivative Works of, the Software.
(f) Principal Investigator and Licensee shall exercise their respective rights pursuant to this Agreement in compliance with all applicable governmental laws, regulations and orders, including without limitation those relating to export and import control.
(g) For Software licensed in Binary Code form only, to the extent such restriction is not prohibited by applicable law, neither Licensee nor Principal Investigator shall decompile, disassemble or reverse engineer the Software or its structure, sequence, organization, algorithms or data.
(h) Principal Investigator and/or Licensee shall notify Licensor promptly if it becomes aware of any unauthorized access to or use or transfer of the Software, and if applicable, any Derivative Works.
(i) Principal Investigator and/or Licensee, as applicable, hereby grant to Licensor a non-exclusive, royalty-free, non-terminable license to use, reproduce, make derivative works of, display, perform and distribute Derivative Works created by Principal Investigator and any other individuals granted the right to create Derivative Works under this Agreement in Source Code and Binary Code form for research and educational purposes (including without limitation company sponsored research). Principal Investigator and Licensee further agree to provide to Licensor promptly copies of any and all such Derivative Works (including in Source Code form) and to execute any formal documents necessary to confirm the foregoing license of Derivative Works.
5. Limitations.
(a) PRINCIPAL INVESTIGATOR AND LICENSEE ACKNOWLEDGE THAT THE SOFTWARE HAS BEEN DESIGNED FOR RESEARCH PURPOSES ONLY AND HAS NOT BEEN REVIEWED OR APPROVED BY THE FOOD AND DRUG ADMINISTRATION OR BY ANY OTHER AGENCY, AND FURTHER ACKNOWLEDGE THAT CLINICAL APPLICATIONS ARE NEITHER RECOMMENDED NOR ADVISED.
(b) Principal Investigator and/or Licensee, as applicable, shall be solely responsible for installing and maintaining the Software and for testing the Software for proper operation. Unless otherwise agreed in writing, Licensor shall have no obligation to provide to Licensee and/or Principal Investigator any support, maintenance, corrections, debugging, improvements, modifications, upgrades or updates of the Software, or otherwise assist Licensee and/or Principal Investigator in installing, configuring, integrating, understanding or using the Software.
6. Publication. Principal Investigator may publish and present the results of Principal Investigator’s use of the Software in peer-reviewed journals. Principal Investigator agrees to provide acknowledgement to Licensor and its designated professional staff who participated in the creation of the Software (including a statement that the Software development was funded in part by a PhRMA Foundation Informatics Research Starter Grant, a William F. Milton Fund Award, and NIH/NHGRI R01 HG002966), in such publications or presentations in accordance with standard academic practice.
7. Commercial Licenses. In the event that Principal Investigator and/or Licensee becomes aware of a potential third party commercial licensee for the Software or Derivative Works, Licensee shall inform Licensor in writing of all details and, with respect to Derivative Works only, shall negotiate in good faith an inter-institutional agreement with Licensor to provide for licensing and appropriate sharing of income.
8. Term and Termination. This Agreement and the license granted by Licensor hereunder shall commence on the Effective Date and continue in effect until terminated by either party as provided herein. Licensee may terminate this Agreement at any time by destroying all copies of the Software and notifying Licensor in writing of such destruction, or returning all copies of the Software to Licensor. Licensor may terminate this Agreement upon sixty (60) days prior notice to Principal Investigator and/or Licensee if Principal Investigator and/or Licensee does not comply with any of the material provisions of this Agreement and such breach remains uncured at the end of such sixty (60) day period, provided however that in the case of any breach of this Agreement that Licensor in its reasonable judgment deems uncurable, Licensor may terminate this Agreement immediately upon notification to Licensee. Upon any such termination, Principal Investigator and Licensee shall immediately cease all uses of the Software and any portion thereof, and shall return or destroy all copies of the Software and any portion thereof and, if so requested, provide written certification of such destruction to Licensor.
9. Disclaimer. Principal Investigator and Licensee accept the Software free of charge and on an "AS IS" basis. Principal Investigator and Licensee understand and acknowledge that the Software is experimental, may contain errors and is subject to further development and revision and agrees to assume the entire risk as to its use of the Software. Licensor does not guarantee the accuracy of the Software, or of any results or data, and assumes no obligation to notify Principal Investigator and/or Licensee of any bug fixes, enhancements or other modifications that may be made to the Software. LICENSOR SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
10. Limitation of Liability; Indemnification. IN NO EVENT SHALL LICENSOR OR ANY OF ITS TRUSTEES, DIRECTORS, OFFICERS, MEDICAL OR PROFESSIONAL STAFF, EMPLOYEES, STUDENTS OR AGENTS ("LICENSOR’S PERSONNEL") BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY RELATED TO THE SOFTWARE, EVEN IF LICENSOR OR ANY OF LICENSOR’S PERSONNEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT TO THE EXTENT PROHIBITED BY LAW OR REGULATION, LICENSEE AND PRINCIPAL INVESTIGATOR ASSUME ALL LIABILITY FOR PRINCIPAL INVESTIGATOR AND/OR LICENSEE’S USE, REPRODUCTION, MAKING OF DERIVATIVE WORKS AND DISPLAY OF THE SOFTWARE, AND ANY LICENSE OR DISTRIBUTION OF DERIVATIVE WORKS, AND AGREE TO INDEMNIFY AND HOLD HARMLESS LICENSOR AND EACH OF LICENSOR’S PERSONNEL FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, ACTIONS, DEMANDS AND JUDGMENTS ARISING THEREFROM.
11. Independent Status. Neither the making of this Agreement nor the performance of its provisions shall be construed to constitute either party an agent, employee or legal representative of the other party for any purpose whatsoever.
12. Use of Name. Except as expressly provided in this Agreement or pursuant to specific prior written permission of the applicable party, neither party shall use any of the names, logos or trademarks, or any adaptation thereof, of the other party or any of its Affiliates, or of any trustee, director, officer, staff member, employee, student or agent thereof, or of any funding agency, in any advertising, promotional or sales material or publicity or in any document employed to obtain funds or financing, or to endorse or promote research results or products produced in whole or in part by operation of the Software or derived from or based on the Software. For Licensor, such permission shall be obtained from Licensor’s Chief Public Affairs Officer.
13. U.S. Government Rights. The license granted under this Agreement is subject to the rights of the U.S. Government in the Software. The license granted under this Agreement does not constitute a response by Licensee to any request for proposals, bid solicitation or other invitation or offer to contract by any governmental authority but instead constitutes an offer to enter into a license agreement only upon the terms set forth herein. If the U.S. Government or any other governmental authority shall seek to acquire the Software and its acquisition of such Software would result in the U.S. Government or such other governmental authority having rights in the Software that are at variance with the terms and conditions of this Agreement and license, Licensee shall not be bound by any such rights unless it shall have expressly entered into an amendment of this Agreement that shall set forth such rights in accordance with any applicable governmental rules or regulations, including the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
14. General. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, superseding and merging any prior oral or written understandings between the Parties with respect thereto. Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14, and if applicable, Appendix B, shall survive any termination of this Agreement. This Agreement may be modified or amended only in a writing signed by duly authorized representatives of both parties hereto. If any part of this Agreement is adjudged to be invalid or unenforceable, the parties intend that such invalidity shall not affect any other provision hereof. Any waiver or failure of either party to assert a right hereunder shall not constitute a waiver or excuse a similar failure in any other circumstance. Principal Investigator and Licensee shall not assign any of their respective rights or obligations under this Agreement without the prior written consent of Licensor. Except to the extent prohibited by law or regulation, this Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts and each party consents to the exclusive jurisdiction and venue of courts in Boston, Massachusetts in all disputes relating to this Agreement. Headings in this Agreement are for convenience only and are not intended to be used to interpret or construe this Agreement.
Appendix A

Software ("MultiFinder"):

Source and Binary Code for the software package, termed MultiFinder, that performs automated motif searching using four different profile-based motif finders, including AlignACE, MDscan, BioProspector and MEME, and allows the user to select any combination of the four motif finders and any combination of five scoring functions. MultiFinder then combines the results from the 4 motif finders, ranking the motifs according to the user-specified scoring function.
NOTE: THIS LICENSE IS ONLY FOR MULTIFINDER AND NOT FOR THE MOTIF FINDERS. LICENSEE IS RESPONSIBLE FOR LICENSING SEPARATELY SUCH MOTIF FINDERS AND ANY OTHER THIRD PARTY SOFTWARE WHICH MAY BE REQUIRED.
Appendix B

Confidentiality

Principal Investigator and Licensee shall ensure that the following confidentiality and non-use obligations shall apply to all research sponsors and research collaborators given access to the Software pursuant to Section 2 of this Research Use Software License Agreement.
1. Definition of Confidential Information. "Confidential Information" shall mean any information identified as confidential, including but not limited to data, techniques, algorithms, protocols, results or technical information, which is disclosed by Licensor (also referred to as "Discloser") to Principal Investigator and/or Licensee (each also referred to as ´Recipient¡) and which pertains to the Software, irrespective of the medium in which such information or data is contained, including without limitation any copy, summary or abstract made thereof, as well as any apparatus, module, sample, material, prototype or part thereof.
2. Exclusions. The term "Confidential Information" shall not include any information that (i) is or becomes publicly available through no wrongful act of Principal Investigator and/or Licensee; (ii) was known by Principal Investigator and/or Licensee prior to the date of disclosure, as can be evidenced by written records; (iii) is received by Principal Investigator and/or Licensee on a nonconfidential basis from a source other than Discloser or any of its affiliates, provided such source has a right to make such disclosure to Licensee; or (iv) is independently developed by Principal Investigator and/or Licensee without use of the Confidential Information, as can be evidenced by written records. The obligations of confidentiality and non-use set forth in this Agreement shall not apply with respect to any information that Recipient is required to disclose by applicable law, court order or other valid legal process provided that Recipient promptly notifies Discloser prior to such required disclosure, discloses such information only to the extent so required and cooperates reasonably with Discloser’s efforts to contest or limit the scope of such disclosure.
3. Permitted Purpose. Recipient may disclose Confidential Information to research sponsors and bona fide research collaborators solely for Research and Educational Purposes provided that Recipient ensures that each such sponsor and collaborator agrees that for a period of five (5) years after receipt of Confidential Information (which obligation shall survive any termination of an applicable agreement), (i) it will not use such Confidential Information for any purpose other than Research and Educational Purposes (as defined in this Research Use Software License Agreement); and (ii) it will use best efforts not to disclose such Confidential Information to any other person or entity except internally to employees who have a need to know such Confidential Information, provided they are informed of the confidential nature of such information and the obligations under this Agreement, and to agents who are legally bound by obligations of confidentiality and non-use consistent with the terms of this Agreement (collectively "Receiving Individuals"). Each sponsor and collaborator shall be responsible for compliance by Receiving Individuals with the terms of this Agreement and any breach thereof.
4. Ownership. All Confidential Information, including without limitation all written and tangible forms thereof, shall be and remain the property of the Discloser. Upon termination of this Agreement, Recipient shall destroy (or return if so requested by Discloser) all of Discloser’s Confidential Information received in tangible form, including all copies, and all notes, reports, and other information incorporating or based on Discloser’s Confidential Information, provided that Recipient shall be entitled to keep one copy of such Confidential Information in a secure location solely for the purpose of determining Recipient’s legal obligations hereunder.

MultiFinder Registration


Full Name
Title
Institution
Mailing Address
Email Address	(required)

Any commercial use of MultiFinder must be the subject of a seperate license agreement signed by Brigham's Office of Corporate Sponsored Research and Licensing (CSRL).
Please contact Rajanikanth R. Kamalapuram, at phone number 617-525-6037.

All other questions regarding MultiFinder should be directed to Dr. Martha Bulyk (contact information is available here ).

Final Step

Accept or decline the Internal Use License Agreement above: