LICENSE.txt

ACADEMIC LICENSE AGREEMENT
This Software License Agreement (the “Agreement”) is made between The Hospital for Sick Children, located at 555 University Avenue, Toronto, Ontario, Canada M5G 1X8 (the “Licensor”) and eligible individuals and organizations (the “Licensee”) and becomes effective as set forth in this Agreement. 
Licensor is the owner of various Intellectual Property and desires to encourage and support free and open academic research by granting eligible Licensors the ability to engage in Non-profit Academic Research making use of such Intellectual Property. Individuals and Organizations that wish to obtain license rights not granted by the License are encouraged to contact the Licensor: ipc.requests@sickkids.ca

ARTICLE 1: INTERPRETATION
1.01	Definitions. In this Agreement, the following terms will have the following meanings set out below unless the context requires otherwise:
(a)	“Non-profit Academic Research” means academic or scholarly research, for individual (personal) or academic institutional research purposes, in good faith, and expressly excludes, without limitation, purposes that are intended to (or result in, whether by intent or otherwise): (i) create a commercial advantage for any person, group, organization or entity; (ii) generate monetary compensation for products or services; (iii) generate commercialization rights for any person, group, organization or entity; (iv) be used in, for, on behalf of, or for the benefit of, an ongoing business concern; or (iv) result in an ongoing business concern obtaining any intellectual property rights in any research or results linked to the Non-profit Academic Research.
(b)	“Intellectual Property” means Licensor’s copyright and patent rights embodied in the Software.
(c)	“Software” means the source code known as otter.

ARTICLE 2: GRANT OF LICENSE
2.01	Mechanism for Acceptance: Except as set forth in section 3.07, by engaging in Non-Profit Academic Research involving the Software, Licensee agrees to be bound by the terms and conditions herein. 
2.02	License. Except as set forth in section 3.07, Licensor grants to Licensee a non-exclusive, non-transferable, revocable, worldwide, royalty-free license to (a) access, use, copy (for Licensee’s own use) and compile the Software solely for Non-profit Academic Research (the “License”); (b) use the Intellectual Property only in a manner sufficient to exercise Licensee’s rights under the License.
2.03	Termination. The License automatically terminates if Licensee uses the Intellectual Property in a manner other than Non-profit Academic Research and Licensee acknowledges and agrees that such a use constitutes an infringement of Licensor’s rights. 

ARTICLE 3: LIMITATIONS OF GRANT
3.01	Restrictions. Licensor reserves all rights not expressly granted in the License. For greater certainty and without limiting the generality of the foregoing, except as expressly granted in the License, no rights shall be deemed granted, waived or received by implication, exhaustion, estoppel or otherwise. Licensee is not permitted to modify nor distribute the Software, nor is Licensee permitted to adapt the Software for use in or with a further software program. Licensee is not permitted to use the Software to provide a service to others. This Agreement and the License are not a waiver of any proprietary rights (including claims for damages for past or future acts of infringement) and is not a license, covenant not to sue, or authorization to engage in activities that would otherwise constitute an infringement of the Intellectual Property but for the grant of the License, or a limitation on remedies, damages or claims, other than expressly permitted by the License.
3.02	Validity. Licensee shall not challenge, nor cause or assist any third party to challenge, the validity or ownership by Licensor of any of the Intellectual Property.
3.03	No Warranty. THE SOFTWARE IS PROVIDED “AS IS”. LICENSOR MAKES NO REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER EXPRESS OR IMPLIED, OF ANY KIND IN RELATION TO THE LICENSE, THE SOFTWARE OR THE INTELLECTUAL PROPERTY. LICENSOR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF NON-INFRINGEMENT, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. FOR GREATER CERTAINTY AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR DOES NOT WARRANT THAT ANY USE OF THE SOFTWARE WILL NOT INFRINGE ANY RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS, OF ANY THIRD PARTY. 
3.04	Licensee Indemnification. IN NO EVENT IS LICENSOR LIABLE FOR ANY DAMAGES ON ANY BASIS, IN CONTRACT, TORT OR OTHERWISE, OF ANY KIND AND NATURE WHATSOEVER, ARISING IN RESPECT OF THIS AGREEMENT, HOWSOEVER CAUSED, INCLUDING DAMAGES OF ANY KIND AND NATURE CAUSED BY LICENSOR’S NEGLIGENCE OR BY A FUNDAMENTAL BREACH OF CONTRACT OR ANY OTHER BREACH OF DUTY WHATSOEVER. LICENSEE SHALL INDEMNIFY AND HOLD LICENSOR AND ITS RESPECTIVE AGENTS, REPRESENTATIVES AND AFFILIATES HARMLESS IN RESPECT OF ANY CLAIM, LOSS, LIABILITY, DAMAGES, COSTS AND EXPENSES IMPOSED ON OR INCURRED BY ANY OF THEM RELATING, TO, RESULTING FROM OR ARISING OUT OF ANY (I) BREACH, INACCURACY, OR NON-FULFILLMENT OF ANY REPRESENTATIONS, WARRANTIES, COVENANT, AGREEMENT OR OTHER OBLIGATION BY LICENSEE UNDER THIS AGREEMENT, (II) INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS HELD OR ASSERTED BY ANY THIRD PARTY RESULTING FROM THE LICENSEE’S USE OF THE SOFTWARE OR OTHERWISE ARISING FROM THE PERFORMANCE CONTEMPLATED BY THIS AGREEMENT, OR (III) OTHER ACTS, OMISSIONS OR NEGLIGENCE OF LICENSEE IN CONNECTION WITH THE PERFORMANCE OF EITHER OF THEIR OBLIGATIONS UNDER THIS AGREEMENT.
3.05	Notice of Claims. Licensee shall promptly notify Licensor of any claims or threatened claims received from any third party relating to the Software.
3.06	Licensee Representations. If the individual agreeing to these terms is doing so in the course of its employment or otherwise on behalf of a group or organization, then such individual represents to Licensor that it has the full power and authority to enter into this Agreement and bind such group or organization as the Licensee and, in such case, such individual and the Licensee agree that they are jointly and severally liable to Licensor in respect of their obligations under this Agreement.
3.07	No New License. Licensee may not re-establish the License, or establish a new License pursuant to section 2.01, once terminated pursuant to section 2.03.

ARTICLE 4: GENERAL
4.01	Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, warranties, representations or other agreements between the Parties in connection with the subject matter of this Agreement (whether oral or written, expressed or implied, statutory or otherwise) except as specifically set out in this Agreement. 
4.02	Rule of Construction.  Neither this Agreement nor any uncertainty or ambiguity herein shall be constrained or resolved against any Party, whether under any rule of construction or otherwise.  This Agreement has been reviewed, negotiated and accepted by all parties and their legal advisors and shall be construed and interpreted according to the ordinary meaning of the words used so as fairly to accomplish the purposes and intentions of all parties hereto.
4.03	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to any conflict of law principles, the Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts situated in the City of Toronto, Ontario, Canada and any appeal courts therefrom in Canada.
4.04	Non-Merger. Except as otherwise expressly provided in this Agreement, the covenants and representations will not merge on and will survive the transactions contemplated herein. Notwithstanding any investigation made by or on behalf of any Party, the covenants, representations and warranties will continue in full force and effect. 
4.05	Severability. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then at Licensor’s option, at its sole discretion, either: (a) such provision shall be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result; or (b) this Agreement shall immediately terminate. 
4.06	Waiver. A waiver of any default, breach or non-compliance under this Agreement is not effective unless in writing and signed by the Party to be bound by the waiver. No waiver will be inferred from or implied by any failure to act or delay in acting by a Party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other Party. The waiver by a Party hereto of any default, breach or non-compliance under this Agreement will not operate as a waiver of that Party’s rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature). 
4.07	Language. This Agreement has been drafted in English at the request of the Parties. 
4.08	Independent Contractors. The Parties acknowledge that each is an independent contractor and none is the agent of any other.
4.09	Survival. ARTICLE 1, ARTICLE 3 and ARTICLE 4 survive termination of this Agreement.