Patented Algorithm with Software Research Purposes License Agreement
This Agreement, effective as of TODAY is between the Massachusetts Institute of Technology ("MIT"), a non-profit institution of higher education, and you ("YOU").
WHEREAS, M.I.T. has authored certain copyrighted software pertaining to M.I.T. Case No. 17003K, "Method to Extract Dominant Orientations Within a Scene From Depth Images and Point Clouds", by John W. Fisher III, Oren Freifeld, John J. Leonard, Guy Rosman and Julian Straub ("PROGRAM"); and
WHEREAS, M.I.T. also owns and holds certain rights, title and interest to a patent application pertaining to the technology described in M.I.T. Case No. 17003K, "Method to Extract Dominant Orientations Within a Scene From Depth Images and Point Clouds", by John W. Fisher III, Oren Freifeld, John J. Leonard, Guy Rosman and Julian Straub," ("FILED PATENT INVENTION"); and
WHEREAS, M.I.T. desires to aid the academic and non-commercial research community as well as raise awareness of the FILED PATENT INVENTION and thereby agrees to grant a limited license to use the PROGRAM for research and non-commercial purposes only, with M.I.T. retaining all patent rights in the FILED PATENT INVENTION and copyrights in the PROGRAM; and
WHEREAS, M.I.T. agrees to make the downloadable software and documentation, if any, available to YOU without charge for non-commercial research purposes, subject to the following terms and conditions.
(a) Subject to the terms of this Agreement, M.I.T. hereby grants YOU a royalty-free, non-transferable, non-exclusive worldwide license under the copyright to use, reproduce, modify, publicly display and perform the PROGRAM solely for non-commercial research and/or academic testing purposes.
(b) MIT hereby agrees that it will not assert its rights in the FILED PATENT INVENTION against YOU provided that YOU comply with the terms of this agreement.
(c) In order to obtain any further license rights, including the right to use the PROGRAM or PATENTED INVENTION for commercial purposes, or in the context of industrially sponsored research, YOU must enter into an appropriate, separate and direct license agreement with M.I.T.
2. Disclaimer. THE PROGRAM MADE AVAILABLE HEREUNDER IS "AS IS", WITHOUT WARRANTY OF ANY KIND EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NOR REPRESENTATION THAT THE PROGRAM DOES NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MIT has no obligation to assist in your installation or use of the PROGRAM or to provide services or maintenance of any type with respect to the PROGRAM. The entire risk as to the quality and performance of the PROGRAM is borne by YOU. YOU acknowledge that the PROGRAM may contain errors or bugs. YOU must determine whether the PROGRAM sufficiently meets your requirements. This disclaimer of warranty constitutes an essential part of this Agreement.
3. No Consequential Damages; Indemnification. IN NO EVENT SHALL MIT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
4. Copyright. YOU agree to retain M.I.T.'s copyright notice on all copies of the PROGRAM or portions thereof.
5. Term. The Term of this Agreement shall be ten years from the date YOU accept the terms of this license.
6. Export Control. YOU agree to comply with all United States export control laws and regulations controlling the export of the PROGRAM, including, without limitation, all Export Administration Regulations of the United States Department of Commerce. Among other things, these laws and regulations prohibit, or require a license for, the export of certain types of software to specified countries.
7. Notices or Additional Licenses. Any notice, communication or commercial license requests shall be directed to:
Massachusetts Institute of Technology
Technology Licensing Office, Rm NE18-501
255 Main Street
Cambridge, MA 02142
(617) 253 - 6966
ATTENTION: Daniel Dardani, Technology Licensing Officer; email@example.com
8. General. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts. The parties acknowledge that this Agreement sets forth the entire Agreement and understanding of the parties as to the subject matter.
BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, YOU ARE CONSENTING TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON, AND THE INSTALLATION/DOWNLOAD PROCESS WILL NOT CONTINUE.