Rodent Face Finder, copyright 2011 Boston Biomedical Research Institute BOSTON BIOMEDICAL RESEARCH INSTITUTE SOFTWARE LICENSE AGREEMENT This is an agreement (this "Agreement") between you ("End User") and Boston Biomedical Research Institute ("BBRI") that sets forth End User's rights and obligations with respect to the computer software entitled "Rodent Face Finder" including any BBRI-provided improvements, modifications and updates thereto and any documentation associated therewith (the "Software"). By installing or using the Software, End User agrees to be bound by the terms of this Agreement. 1. License. 1.1. Grant. Subject to the terms of this Agreement, End User is hereby granted an individual, limited, non-exclusive, perpetual, non-transferable, non-sublicenseable license, to the Software solely to (a) install the Software on a computer system owned, leased or operated by End User for use by End User for academic research purposes to quantify pain in laboratory rodents via facial expressions and (b) make a copy of the Software solely for backup or archival purposes. 1.2. Certain Restrictions on Use. Except to the extent expressly allowed in Section 1.1, End User shall not, and shall not permit any third party to, copy, modify, merge, compile, reverse compile, email, distribute, place on a computer accessible by other computer(s) (including placing on a server, network, intranet or Internet), resell, or otherwise transfer the Software. 2. Intellectual Property. BBRI owns and retains all of proprietary rights, including any and all patent, copyright, trade secret, trademark and other intellectual property rights, in and to the Software. End User acknowledges that the license granted herein does not in any way provide it with title to or ownership of the Software, but only a right of limited use under the terms and conditions of this Agreement. End User shall keep the Software free and clear of all claims, liens and encumbrances. Except for the rights expressly granted herein, no other rights are granted to End User with respect to the Software and all rights (other than those expressly granted herein), title and interest in and to the Software shall at all times remain the property of BBRI. 3. DISCLAIMER OF WARRANTY. THE SOFTWARE IS LICENSED ON AN "AS IS" BASIS AND BBRI MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, OR OTHER ACCOMPANYING MATERIAL OR SERVICE, IF ANY, AND BBRI SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE. BBRI DOES NOT WARRANT THAT THE OPERATION OR OTHER USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR WILL NOT CAUSE DAMAGE OR DISRUPTION TO END USER'S DATA, COMPUTERS OR NETWORKS. BBRI MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUPPORT FOR THE SOFTWARE AND THE PARTIES AGREE THAT BBRI SHALL NOT BE HELD LIABLE OR RESPONSIBLE IN ANY WAY FOR BBRI'S ACTIONS OR OMISSIONS IN PROVIDING SUCH SUPPORT. THESE DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. 4. LIMITATION OF LIABILITY. BBRI WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY CLAIM OR DEMAND AGAINST END USER BY ANY OTHER PARTY. IN NO EVENT WILL BBRI BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. END USER AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 5. Termination. Either party to this Agreement shall have the right to terminate this Agreement and the license granted herein in the event the other party fails to comply with any of the terms and conditions of this Agreement and such default has not been cured within thirty (30) days after receiving written notice of such default from the other party. The rights and obligations of BBRI and End User in Sections 2, 3, 4, 5, and 6 shall survive termination of this Agreement. Within five (5) days after termination of this Agreement, End User shall return to BBRI or destroy, at End User’s expense, the Software, including all copies thereof, and deliver to BBRI a certification, in writing signed by End User, that the Software and all copies thereof have been returned or destroyed, as requested by BBRI, and their use discontinued. Nothing contained herein shall limit any other remedies that BBRI may have for the default of End User under this Agreement nor relieve End User of any of its obligations incurred prior to such termination. 6. Miscellaneous. 6.1. Entire Agreement; Severability; Waiver. This Agreement represents the entire agreement between the parties, and supersedes all prior agreements and understandings, with respect to the matters covered by this Agreement. If any of the provisions of this Agreement is held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, such provision shall, to that extent, be deemed omitted, and the remaining portions of this Agreement shall remain in full force and effect. The waiver of a breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default. The headings are for convenience and shall not be used to construe this Agreement. 6.2. Governing Law. This Agreement shall in all respects be governed by the laws of the Commonwealth of Massachusetts without reference to its principles of conflicts of laws. Both parties acknowledge and agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to the license of the Software hereunder. All disputes arising under, out of, or in any way connected with the Software or this Agreement shall be litigated exclusively in the state and federal courts sitting in Boston, Massachusetts. Each party stipulates that the courts of the Commonwealth of Massachusetts shall have personal jurisdiction over its person, and hereby irrevocably (i) submits to the personal jurisdiction of said courts and (ii) consents to the service of process, pleadings, and notices in connection with any and all actions initiated in said courts and waives any objection to venue. The parties agree that a final judgment in any such action or proceeding shall be conclusive and binding and may be enforced in any other jurisdiction.