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.


