THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND JULIA COMPUTING, INC. (“JULIA COMPUTING”). JULIA COMPUTING IS WILLING TO LICENSE THE JULIA™ COMPUTING SOFTWARE THAT YOU HAVE DOWNLOADED FROM JULIA COMPUTING, IN BOTH SOURCE AND BINARY FORM AND RELATED DOCUMENTATION (THE “SOFTWARE”) TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”). PLEASE READ THE TERMS AND CONDITIONS CAREFULLY BEFORE CLICKING ON THE “I AGREE” BUTTON, AS CLICKING ON THIS BUTTON WILL INDICATE YOUR ASSENT TO THEM. IF YOU DO NOT AGREE TO THE BELOW TERMS AND CONDITIONS, THEN CLICK ON THE “I DO NOT AGREE” BUTTON. IF YOU DO NOT AGREE TO THE BELOW TERMS AND CONDITIONS, JULIA COMPUTING IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, AND YOU MAY NOT USE OR DOWNLOAD THE SOFTWARE.
YOU REPRESENT AND WARRANT THAT IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY OR ORGANIZATION THAT YOU HAVE ALL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY OR ORGANIZATION. THIS AGREEMENT SHALL NOT LIMIT THE RIGHTS OR REMEDIES THAT YOU MAY HAVE WITH RESPECT TO THE LICENSE OF THE SOFTWARE PURSUANT TO ANY OTHER WRITTEN AGREEMENT BETWEEN YOU OR THE ENTITY OR ORGANIZATION YOU REPRESENT AND JULIA COMPUTING (ANY SUCH AGREEMENT REFERRED TO AS A “JULIA COMPUTING LICENSE AGREEMENT”). IN THE EVENT OF A CONFLICT BETWEEN THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE TERMS AND CONDITIONS OF A JULIA COMPUTING LICENSE AGREEMENT, THE TERMS AND CONDITIONS OF THE JULIA COMPUTING LICENSE AGREEMENT SHALL CONTROL.
License. Subject to the following terms and conditions, Julia Computing grants to you a nonexclusive, nontransferable limited license to use, copy, display, perform, create derivative works, and distribute the Software, subject to the limitations in this Agreement. For clarity, the Software includes all of the software programs and packages that are part of this distribution. Any copy of the Software made by you must retain the copyright notice of Julia Computing as set forth in the Software downloaded by you. You understand that the Software may include certain third party software programs and/or open source code (the “Third Party Components”) that are subject to their own licenses including various open source licenses. Notwithstanding anything herein to the contrary, each Third Party Component is subject to the terms of its applicable license agreement. The applicable third party license agreement is included in the source code for the applicable Third Party Component. You hereby agree to abide by the terms of each third party license agreement as it relates to the applicable Third Party Component. In the event of any conflict between the terms of this Agreement and the terms of any third party license agreement with respect to any Third Party Components, the applicable third party license agreement shall control.
Term and Termination.
(a) The term of this Agreement shall commence on the date of your download of the Software, and the term shall continue until terminated as set forth herein or pursuant to the terms in a Julia Computing License Agreement (the “Term”).
(b) You may terminate the license granted under this Agreement at any time by ceasing use of the Software and deleting all copies of the Software, if any, retained on your computer(s). In the event of termination of this Agreement for any reason, all the sections of this Agreement will survive except for Section 1. (c) Julia Computing may terminate this Agreement at any time upon written notice to you in the event that you breach any term or condition of this Agreement. (d) Upon termination of this Agreement for any reason, you agree that any and all rights you may have to use the Software and any derivative works of the Software created by you shall automatically terminate, and you shall immediately cease all uses of the Software and derivative works thereof. Any licenses or sublicenses that you have granted to end users, which use or include the Software, shall survive termination of this Agreement.
You may not transfer the Software to another entity or person. You shall not rent, sell, time-share, lease, sublicense, transfer, copy, disclose, display or otherwise make available the Software or copies thereof to others. Any breach of the above terms and conditions shall immediately terminate this Agreement. You hereby certify and agree that the Software will not be shipped, transferred, or re-exported, directly or indirectly, into any country prohibited by the United States Export Administration Act and the regulations thereunder, and the Software will not be used for any purpose prohibited by the same. You shall not attempt to modify or tamper with the normal function of any license manager that may regulate usage of the Software.
You may not erase, delete or modify any copyright, trademark or other proprietary notices included in the Software. You agree that if you infringe Julia Computing’s intellectual property rights or breach the terms of this Agreement, Julia Computing will be irreparably injured and may seek a court order to enjoin you from further use of the Software.
Software Support and Maintenance Services. If you have purchased Software support pursuant to a Julia Computing License Agreement, Julia Computing shall provide development support and maintenance services to you solely as set forth in the applicable Julia Computing License Agreement.
Scope and Terms. The scope and terms of your Software license depends on the type of license you are provided by Julia Computing. The variety of license types are set forth below.
(a) FREE LICENSE: If you obtained the Software pursuant to a free download or are using the Software pursuant to free online usage, you may use the Software as per terms and conditions specified in clause 1. above; provided, however, that in all events, Pumas.jl, Miletus.jl, JuliaInXL.jl and Bplapi.jl, may be used only for Non-Commercial Purposes (as defined below). “Non-Commercial Purposes” means the use of the Software for non-commercial academic teaching and research purposes or other non-commercial not-for profit scholarly purposes, where “non-commercial” means not involving the use of the Software to perform services for a fee or for the production or manufacture of software programs for sale or distribution to third parties or for use, publication or embedding on a device (tablet, phone, etc.) which would permit or facilitate the use of the Software on a commercial basis to allow making of individualized recommendations to patients.
(b) EVALUATION LICENSE: If You obtained the Software pursuant to an evaluation license, you may use the Software only for internal evaluation purposes and only for the term of the evaluation period, as specified on Julia Computing download website or in the documentation related to the distribution. NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT, YOU MAY USE THE SOFTWARE ONLY FOR EVALUATION PURPOSES AND ONLY FOR THE TERM OF THE EVALUATION, YOU MAY NOT DISTRIBUTE ANY PORTION OF THE SOFTWARE, AND THE APPLICATION AND/OR PRODUCT DEVELOPED BY YOU MAY ONLY BE USED FOR EVALUATION PURPOSES AND ONLY FOR THE TERM OF THE EVALUATION. You may install copies of the Software on a reasonable number of computers to conduct your evaluation provided that you are the only individual using the Software and only one copy of the Software is in use at any one time.
(c) EDU LICENSE. If You obtained the Software pursuant to an EDU license, you may use the Software only for educational and teaching purposes, as specified on Julia Computing download website or in the documentation related to the distribution. NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT, YOU MAY USE THE SOFTWARE ONLY FOR EDUCATIONAL PURPOSES, YOU MAY NOT DISTRIBUTE ANY PORTION OF THE SOFTWARE, AND THE APPLICATION AND/OR PRODUCT DEVELOPED BY YOU MAY ONLY BE USED FOR EDUCATIONAL PURPOSES.
(d) COMMERCIAL LICENSE WITH SUPPORT: If you obtained the Software pursuant to a separate Julia Computing License Agreement that includes a commercial license and support services, you may use the Software as per terms and conditions specified in the applicable Julia Computing License Agreement and if no terms are specified in the Julia Computing License Agreement, then subject to the terms of Section 6(a) above. Any support services shall be provided as set forth herein and pursuant to the terms of the Julia Computing License Agreement.
Ownership of Intellectual Property. You acknowledge that except for the Third Party Components included therein, Julia Computing and its licensors are the owner of the Software, including without limitation, all modifications and enhancements thereof developed by Julia Computing in the course of its performance of the Support Services hereunder. You shall not do anything that would infringe or otherwise interfere with Julia Computing’s intellectual property rights. You agree to protect the proprietary rights of Julia Computing during and after the Term in accordance with the reasonable directions of Julia Computing. You agree to notify Julia Computing promptly upon becoming aware of any unauthorized access or use of the Software by any party or of any claim that the Software infringes upon any copyright, trademark, or other contractual, statutory or common law rights of any person or entity.
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY TYPE, AND JULIA COMPUTING HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL JULIA COMPUTING BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST INFORMATION OR OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. IN NO EVENT SHALL JULIA COMPUTING HAVE ANY LIABILITY FOR ANY DATA STORED OR PROCESSED WITH THIS SOFTWARE, INCLUDING THE COST OF RECOVERING ANY LOST DATA. IN ALL EVENTS, JULIA COMPUTING’S SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IN THE AGGREGATE IS THE GREATER OF A REFUND OF THE LICENSE FEE PAID FOR THE SOFTWARE, IF ANY, OR $10. THE PARTIES AGREE THAT THESE LIMITATIONS ARE AN ESSENTIAL PART OF THE AGREEMENT AND THAT JULIA COMPUTING WOULD NOT ENTER INTO THE AGREEMENT WITHOUT THESE LIMITATIONS. THIS LIMITATION OF LIABILITY CLAUSE WILL SURVIVE FAILURE OF ITS ESSENTIAL PURPOSE. You agree to indemnify, defend, and hold harmless Julia Computing form and against any and all claims, damages, costs, expenses, and liabilities, which may arise or are related to your use of the Software.
This Agreement shall be deemed to have been made in the State of Massachusetts and shall be governed by the laws of the State of Massachusetts, without reference to the conflict of laws principles thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Boston, Massachusetts in accordance with the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of Massachusetts, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party. In the event that any arbitration, action or proceeding is brought in connection with this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees. In the event that the above arbitration provision is held invalid or unenforceable, any dispute with respect to this Agreement shall be brought in the state and Federal courts located in Boston, Massachusetts. In such event, the parties to this Agreement each consent to the in personam jurisdiction and venue of such courts. The parties agree that service of process upon them in any such action may be made if delivered in person, by courier service, by telegram, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt.
This Agreement sets forth the entire agreement between you and Julia Computing pertaining to the licensing of the Software and supersedes in its entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. In the event of any conflict between any provision of this Agreement and any applicable law, the provision or provisions of this Agreement affected shall be modified to remove such conflict and permit compliance with such law and as so modified this Agreement shall continue in full force and effect. This Agreement may not be assigned without the prior written consent of Julia Computing.