Scalable Precision Medicine Oriented Knowledge Engine Academic License
Carefully read the following terms and conditions before using the SPOKE knowledge network. By accessing or using the SPOKE knowledge network you indicate that you understand and agree to comply with the terms and conditions of the Academic License.
1. This academic use license (“Academic License”) forms a legally binding contract between The Regents of the University of California, a California public corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200) and acting through its Office of Technology Management, University of California San Francisco, 600 16th Street, Suite S-272, San Francisco, CA 94143 (“Provider”), and you (“Recipient”). If you are agreeing to be bound by this Academic License on behalf of your employer or other entity, you represent that you have full legal authority to bind such employer or other entity to this Academic License. If you do not have the requisite authority, you may not accept the Academic License or use SPOKE on behalf of your employer or other entity.
2. Ownership. The Scalable Precision Medicine Oriented Knowledge Engine, a knowledge network known as “SPOKE,” was developed by the research team of Sergio Baranzini, PhD, at the University of California, San Francisco with support from the National Science Foundation. Provider is and will remain the owner of certain copyrights and other intellectual property rights in SPOKE, exclusive of Third Party Resources (defined below), and all rights therein are reserved. Provider makes no representation or warranty as to Third Party Resources.
3. Licensed Use. Subject to the terms and conditions of this Academic License and compliance with them, Provider licenses Recipient to access and use SPOKE only for its own internal teaching and research purposes, and for no other purpose.
4. Third Party Resources. SPOKE contains third party resources listed in https://spoke.ucsf.edu/data-tools (“Third Party Resources”). Certain licenses may attach to Third Party Resources, and by accessing or using SPOKE, Recipient agrees to abide by those licenses.
5. Restrictions. Recipient agrees not to access, use, or make available SPOKE, or any technical information or specifications, source and object code, or data format in or associated with it, any derivative works or any portion of any of the foregoing, or any results generated therefrom, for patient care, for or in connection with human research or use, or for Commercial Purposes (defined below). Recipient agrees not to reverse engineer, modify, copy, decompile, or create any derivative works of SPOKE or any portion of it or to alter or remove any copyright, trademark, or other proprietary notices provided on or in connection with SPOKE.
Commercial Purposes means use in connection with the sale, lease, license, or other transfer of services or any profit-making purpose. Commercial Purposes also includes use in connection with contract research, to produce or manufacture products for general sale, or to conduct research activities that result in any sale, lease, license, or transfer of the results of use to a for-profit organization. However, industrially sponsored academic research shall not be considered a use for Commercial Purposes per se, unless any of the above conditions of this definition are met.
6. Attribution. Any publications or reports of results from the use of SPOKE will acknowledge SPOKE and Provider as the source.
7. Safeguards. Recipient agrees to comply with all applicable electronic security policies and requirements in connection with any access or use of SPOKE or any portion of it. Recipient agrees to implement reasonable administrative, physical and technical safeguards to protect the confidentiality, integrity, and non-infringement of SPOKE or any data arising from it.
8. Disclaimers and Liabilities.
SPOKE IS PROVIDED "AS IS." PROVIDER MAKES NO WARRANTIES AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. PROVIDER ALSO DISCLAIMS ANY IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE, THAT SPOKE OR ANY USE OF IT WILL NOT INFRINGE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT (INCLUDING DUE TO THE USE OF OPEN SOURCE CODE OR THIRD PARTY RESOURCES). PROVIDER FURTHER DISCLAIMS THAT SPOKE IS FREE FROM HARMFUL OR INVASIVE CODE OR COMPONENTS.
Except to the extent prohibited by law, Recipient assumes all liability for damages which may arise from its access to and use of SPOKE or any data arising from it. PROVIDER WILL NOT BE LIABLE TO THE RECIPIENT FOR ANY LOSS, CLAIM, OR DEMAND MADE BY THE RECIPIENT, OR MADE AGAINST THE RECIPIENT BY ANY OTHER PERSON OR ENTITY, DUE TO OR ARISING FROM THE USE OF SPOKE BY RECIPIENT, EXCEPT TO THE EXTENT PERMITTED BY LAW WHEN CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PROVIDER. TO THE MAXIMUM PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE PROVIDER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING OUT OF USE OF SPOKE IN CONNECTION WITH HUMAN SUBJECT RESEARCH OR USE; PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF SPOKE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
9. Termination. This Academic License will terminate on the earliest of the following dates: (a) on completion of the Recipient's current research project with SPOKE; (b) on 30 days written notice by either party to the other; or (c) upon notice from Provider for breach of this Academic License or for cause such as an imminent health risk or patent infringement. If Provider terminates this Academic License other than for breach or for cause, Provider will (upon request from the Recipient) negotiate in good faith with Recipient to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of SPOKE.
10. Amendment. Provider may from time to time amend the terms and conditions of this Academic License by electronic notice on SPOKE site or other reasonable notice. Recipient’s continued access or use of SPOKE indicates Recipient’s acceptance of any modified terms.
11. Additional Licenses. Requests to use SPOKE or any portion of it outside the scope of this Academic License should be directed to Executive Director, Office of Technology Management, Innovation Ventures, the University of California, Hall (Suite S272), 600 16th Street, San Francisco, California 94158 (Reference: UC Case No. SF2020-230).
To continue to the SPOKE knowledge network, indicate acceptance of these terms and conditions by clicking “Agree” below.
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