NYUMC FireVoxel-BrainMask Software License Agreement
FireVoxel-BrainMask Software License Agreement
New York University School of Medicine, department of Radiology, Artem Mikheev and Henry Rusinek own all intellectual property in the FireVoxel software.
FireVoxel (the "SOFTWARE") is provided to the USER under the following conditions:
1. USER will not supply the Software to anyone else without the prior written permission of New York University School of Medicine ("NYUSM").
2. No studies other than those specifically AGREED TO will be conducted with the SOFTWARE without the prior written consent of NYUSM. USER agrees it shall only make copies of the SOFTWARE as required to perform the studies agreed to. If additional studies are desired, they may be added and approved by us.
3. The SOFTWARE is supplied solely for academic and non-profit research purposes and shall not be used for any commercial or other purposes whatsoever. USER shall not use the SOFTWARE in conjunction with projects directly funded by for-profit corporations.
4. USER undertakes to use the SOFTWARE in accordance with all relevant laws and regulations. In particular, the SOFTWARE will NOT be used in the diagnosis or treatment of humans.
5. USER agrees that it will not reverse engineer, dissemble, decompile, or otherwise attempt to access the source code to the SOFTWARE. USER agrees it shall not make any derivatives of the SOFTWARE.
6. USER will inform NYUSM of the results of any studies performed by it with the SOFTWARE. USER agrees it will not disclose the results of its use of the SOFTWARE to any entity or any investigator or publish any data or information relating to the SOFTWARE or studies with it, prior to disclosure in writing to NYUSM and allowing NYUSM a period of 45 days from the date of receipt of such disclosure to determine whether or not patent protection should be sought and to file a patent application if appropriate. After the expiration of
such 45-day period, or earlier if NYUSM advises that patent protection will not be sought, USER will be free to disclose or publish the results. In any such publication, USER agrees to acknowledge NYUSM as the source of the SOFTWARE unless requested to do otherwise.
7. NYUSM hereby excludes any and all warranties, implied or express, including warranties of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE or of non-infringement of patents or other proprietary rights. The SOFTWARE is provided "as is". In no event shall NYUSM be liable for direct, indirect, special, incidental or consequential damages in connection with the SOFTWARE. USER will indemnify and hold NYUSM harmless from any claims or liability resulting from the use of the SOFTWARE by USER.
8. If the tests or academic research which involves the SOFTWARE results in an invention, whether patentable or not, USER will promptly disclose the invention to NYUSM. Inventorship will be determined according to U.S. Patent law, if patentable or by an agreement between the parties, if not patentable. Patent rights from any invention sharing joint inventorship shall be jointly owned by NYUSM and USER. Such joint patent rights, and the sharing of costs and income associated with such joint inventions, shall be governed under the terms of an Inter-instiutional Agreement to be negotiated in good faith between NYUSM and USER. If USER is the sole inventor of an invention relating to the SOFTWARE, is derived from the SOFTWARE or could not have been made but for the use of SOFTWARE, and in the event such invention should be commercialized, USER shall promptly notify NYUSM. All income and/or other commercial returns and considerations received by USER that are associated with the commercialization and exploitation of such invention shall be shared in proportion to the relative contribution of the parties.
9. Neither anything contained herein, nor the delivery of the SOFTWARE, shall be deemed to grant USER any right or licenses under any patents or patent application or under any know-how, technology or inventions owned by us.
10. The SOFTWARE shall remain the sole property of NYUSM who shall have all right of control thereover, consistent with this Agreement. Upon request by NYUSM you shall promptly destroy or permanently delete all embodiments of the SOFTWARE from any installed equipment and storage media and provide NYUSM with a written statement certifying this has been done.
11. This Agreement shall be governed by the laws of the State of New York.
USER:
Signed:
Date:
