-
Edilytics Technology. The technology we grant you access to
pursuant to this Agreement (the "Edilytics Technology") includes
all executable computer programs and related Edilytics-provided
CRISPResso2 content that you access online and that is hosted by or
on behalf of Edilytics at https://crispresso.com,
https://crispresso2.com, https://crispresso.pinellolab.org, or
https://crispresso2.pinellolab.org (the "Website"). Downloadable
versions of CRISPResso2 are governed by separate terms located in
the applicable download repositories.
-
Use of the Edilytics Technology. Edilytics grants you a
non-exclusive, non-transferable, non-sublicensable and royalty-free
right to privately access and use the Edilytics Technology in
accordance with the terms of this Agreement solely for lawful
non-commercial, academic research purposes. Edilytics does not
guarantee the continued availability of the Edilytics Technology (or
any feature), and may modify, suspend, or discontinue the Edilytics
Technology at any time. All rights not expressly granted in this
Agreement are reserved by Edilytics.
-
Restrictions. You must ensure that your activities with the
Edilytics Technology do not: (a) reverse engineer, decompile,
disassemble, decode, or otherwise attempt to discover the
proprietary source code or underlying ideas or algorithms of the
Edilytics Technology; (b) copy, modify or create derivative works
(as defined under U.S. copyright laws) based on the Edilytics
Technology; (c) violate any applicable law or regulation; (d) result
in the Edilytics Technology being copied, rented, sold, licensed,
sublicensed, assigned, distributed, published, transferred, leased
or otherwise made available; (e) use the Edilytics Technology on
behalf of any third party, (f) submit the output of the Edilytics
Technology to any regulatory body (e.g., United States Food and Drug
Agency) without Edilytics' prior written consent, or (g) result in
using the Edilytics Technology (itself) to design, train, tune or
otherwise develop any artificial intelligence, machine learning,
deep learning, neural networks, or similar technologies designed for
creating new content ("Training"). For clarity, outputs from the
Edilytics Technology may be used for Training so long as such use
complies with all provisions of this Agreement.
-
Ownership. Edilytics owns the Edilytics Technology and all
modifications and improvements made to it. By providing any feedback
to Edilytics, directly or indirectly, you agree that Edilytics may
use such feedback freely and with no obligation of payment.
-
Aggregated Information. Edilytics reserves the right to collect
and compile information regarding the performance and use of the
Edilytics Technology, including information that derives from your
inputs to, and outputs from, the Edilytics Technology ("User
Data"), that in each case has been aggregated, anonymized,
deidentified or put through another technical process that reduces
the ability to attribute such information directly to you
(collectively, "Aggregated Information"). As between Edilytics
and you, Edilytics owns all Aggregated Information, including all
intellectual property rights therein, and Edilytics shall have the
right to sell, license or otherwise exploit all Aggregated
Information, including without limitation for providing benchmarking
to you and other users of CRISPResso2 technology and other Edilytics
products. You hereby grant Edilytics and its affiliates a
royalty-free, fully paid, perpetual, irrevocable, transferable,
sublicensable, worldwide and non-exclusive right and license to
access, use, reproduce, copy, distribute, aggregate, modify, and
otherwise exploit and create derivative works of the User Data as
incorporated within the Aggregated Information.
-
Warranty Disclaimer. Edilytics makes no express or implied
representations, warranties or guarantees in connection with the
Edilytics Technology. The Edilytics Technology is provided "as-is."
Edilytics disclaims all implied warranties, including the implied
warranty of merchantability, fitness for a particular purpose and
non-infringement of third-party rights. Edilytics does not warrant
that the Edilytics Technology will be virus free or error free.
-
Indemnification. You agree to defend, indemnify and hold
harmless Edilytics and its licensors, successors, assigns and
affiliates (and its and their officers, directors, employees, agents
or contractors) from and against any claim, charge, demand, action
or suit, whether in contract, tort, strict liability, negligence or
otherwise, for any and all losses, costs, charges, claims, demands,
fees, expenses or damages of any nature or kind arising out of,
connected with or resulting from (a) the use or alleged use of the
Edilytics Technology by you, your affiliates, employees, staff,
faculty, students, agents or (b) relating in any way to this
Agreement.
-
Limitation of Liabilities. To the full extent permitted by
law, (a) Edilytics will not be liable for any indirect, special or
consequential damages arising out of or in connection with this
Agreement, (b) Edilytics has no responsibility and disclaims
liability arising from any third-party claim that the third party's
use of output from your use of the Edilytics Technology (or other
products that relate to your use of the Edilytics Technology) was
the cause of death or bodily injury. You acknowledge and agree that
you have complete control over, and are solely responsible for, the
design, manufacture, testing, quality assurance, performance and
functionality of all products arising out of your usage of the
Edilytics Technology and that Edilytics has no oversight, control,
or involvement in any of the foregoing decisions or activities.
Edilytics shall not be liable for any damages, losses or liabilities
in aggregate in excess of one hundred dollars (\$100).
-
Other Terms. The privacy policy available at
https://crispresso.com/privacy describes how Edilytics collects and uses
personal information it obtains through the Website and through your
use of Edilytics Technology. The Edilytics Technology optionally
makes calls to unmodified versions of certain third-party software
that is identified in Exhibit A. Your use of such software is
governed by the corresponding licenses identified in Exhibit A.
-
Export Controls. The Edilytics Technology may be subject to US
export control laws. You shall not, directly or indirectly, export,
re-export, or release the Edilytics Technology to, or make the
Edilytics Technology accessible from, any jurisdiction or country to
which export, re-export, or release is prohibited by law, rule, or
regulation.
-
US Government Rights. The Edilytics Technology is a "commercial
item" as that term is defined at 48 C.F.R. § 2.101, consisting of
\"commercial computer software\" and \"commercial computer software
documentation\" as such terms are used in 48 C.F.R. § 12.212.
Accordingly, if you are an agency of the US Government or any
contractor therefor, you only receive those rights with respect to
the Edilytics Technology as are granted to all other end users, in
accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. §
227.7204, with respect to the Department of Defense and their
contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US
Government licensees and their contractors.
-
Miscellaneous. This Agreement and any document referred to in
this Agreement constitute the entire agreement between Edilytics and
you relating to the Edilytics Technology and supersedes any prior
understanding between the parties related to the subject matter of
this Agreement. This Agreement is deemed to be made under and shall
be construed according to the laws of the State of Massachusetts,
exclusive of its choice of law rules.
-
Updates. Edilytics may update these terms from time to time.
Continued use of the Edilytics Technology after notice constitutes
acceptance of the revised terms.
