Data License Agreement
PLEASE READ THIS ENABLE MEDICINE DATA LICENSE AGREEMENT (THE “DATA LICENSE”) CAREFULLY. THIS WEBSITE AND ANY OTHER WEBSITES (COLLECTIVELY, THE “WEBSITE”) OF ENABLE MEDICINE, INC. (“ENABLE”), THAT LINK TO THIS DATA LICENSE ARE CONTROLLED BY COMPANY. THIS DATA LICENSE GOVERNS THE USE OF THE DATA OR INFORMATION MADE AVAILABLE BY OR TO YOU OR YOUR ENITITY (THE “DATA”). BY CLICKING ON THE “I AGREE” BUTTON, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE DATA LICENSE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE DATA LICENSE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE DATA LICENSE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THE DATA LICENSE OR YOU DO NOT HAVE THE REQUISITE AUTHORITY TO BIND YOUR ENTITY, YOU MAY NOT ACCESS OR USE THE DATA. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF USE AND THIS DATA LICENSE, THIS DATA LICENSE SHALL CONTROL
1. DATA LICENSE GRANT
a. Subject to the condition that you comply with Sections 2, 3, and 5, Enable grants you a non-exclusive, worldwide, non-transferable, non-sublicensable, revocable, royalty free and limited license to download the Data and modify, reproduce and create derivative works of it solely for your non-commercial research purposes by not-for-profit institutions. The foregoing Data License is personal to you, and you may not assign or sublicense this Data License or any other rights or obligations under this Data License without Enable’s prior written consent; any such assignment or sublicense will be void and will automatically and immediately terminate this Data License.
b. The grant of rights expressly set forth in this Section 1 (Data License Grant) are the complete grant of rights to you in the Data, and no other licenses are granted, whether by waiver, estoppel, implication, equity or otherwise. Enable and its licensors reserve all rights not expressly granted by this Data License.
c. You acknowledge that, as between you and Enable, Enable owns all right, title and interest, including any intellectual property rights in and to the Data. Subject to the licenses expressly granted to you herein, Enable shall retain ownership of, and all right, title and interest in and to, the Data (including any and all developments and enhancements thereof in connection with the Data) and all of Enable’s other intellectual property rights. You further acknowledge that: (i) the Data is an original compilation protected by United States copyright laws; and (ii) Enable has dedicated substantial resources to collect, manage, and compile the Data.
2. RESTRICTIONS.
You will not, and will not permit, assist or cause any third party to:
a. use, modify, copy, reproduce, create derivative works of, or distribute the Data (or any derivative works thereof, works incorporating the Data), in whole or in part, for (i) any commercial or production purposes, (ii) military purposes or in the service of nuclear technology, (iii) purposes of surveillance, including any research or development relating to surveillance, (iv) biometric processing, (v) in any manner that infringes, misappropriates, or otherwise violates any third-party rights, or (vi) in any manner that violates any applicable law and violating any privacy or security laws, rules, regulations, directives, or governmental requirements (including the General Data Privacy Regulation (Regulation (EU) 2016/679), the California Consumer Privacy Act, and any and all laws governing the processing of biometric information), as well as all amendments and successor laws to any of the foregoing;
b. alter or remove copyright and other proprietary notices which appear on or in the Data;
c. utilize any equipment, device, software, or other means to circumvent or remove any security or protection used by Enable in connection with the Data, or to circumvent or remove any usage restrictions, or to enable functionality disabled by Enable; or
d. offer or impose any terms on the Data that alter, restrict, or are inconsistent with the terms of this Data License.
e. (i) violate any applicable U.S. and non-U.S. export control and trade sanctions laws (“Export Laws”); (ii) directly or indirectly export, re-export, provide, or otherwise transfer Data: (A) to any individual, entity, or country prohibited by Export Laws; (B) to anyone on U.S. or non-U.S. government restricted parties lists; or (C) for any purpose prohibited by Export Laws, including nuclear, chemical or biological weapons, or missile technology applications; (iii) use or download the Data if you or they are: (A) located in a comprehensively sanctioned jurisdiction, (B) currently listed on any U.S. or non-U.S. restricted parties list, or (C) for any purpose prohibited by Export Laws; and (iv) will not disguise your location through IP proxying or other methods.
3. ATTRIBUTION
Together with any copies of the Data (as well as derivative works thereof or works incorporating the Data) that you distribute, you must provide (i) a copy of this Data License, and (ii) the following attribution notice: “Enable Medicine Data is licensed under the Enable Medicine Data License, Copyright © Enable Medicine, Inc. All Rights Reserved.”
4. DISCLAIMERS
THE DATA IS PROVIDED “AS IS” and “WITH ALL FAULTS” WITH NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. ENABLE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WHETHER BY STATUTE, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTERS RELATED TO THE DATA, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, NON-INFRINGEMENT, OR VIOLATION OF PRIVACY RIGHTS. ENABLE MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE DATA WILL BE ERROR FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR PRODUCE ANY PARTICULAR RESULTS.
5. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ENABLE BE LIABLE TO YOU (A) UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE UNDER THIS DATA LICENSE, OR (B) FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF ENABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE DATA, THEIR CONSTITUENT COMPONENTS, AND ANY OUTPUT (COLLECTIVELY, “DATA MATERIALS”) ARE NOT DESIGNED OR INTENDED FOR USE IN ANY APPLICATION OR SITUATION WHERE FAILURE OR FAULT OF THE DATA MATERIALS COULD REASONABLY BE ANTICIPATED TO LEAD TO SERIOUS INJURY OF ANY PERSON, INCLUDING POTENTIAL DISCRIMINATION OR VIOLATION OF AN INDIVIDUAL’S PRIVACY RIGHTS, OR TO SEVERE PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE (EACH, A “HIGH-RISK USE”). IF YOU ELECT TO USE ANY OF THE DATA MATERIALS FOR A HIGH-RISK USE, YOU DO SO AT YOUR OWN RISK. YOU AGREE TO DESIGN AND IMPLEMENT APPROPRIATE DECISION-MAKING AND RISK-MITIGATION PROCEDURES AND POLICIES IN CONNECTION WITH A HIGH-RISK USE SUCH THAT EVEN IF THERE IS A FAILURE OR FAULT IN ANY OF THE DATA MATERIALS, THE SAFETY OF PERSONS OR PROPERTY AFFECTED BY THE ACTIVITY STAYS AT A LEVEL THAT IS REASONABLE, APPROPRIATE, AND LAWFUL FOR THE FIELD OF THE HIGH-RISK USE.
6. INDEMNIFICATION
You will indemnify, defend and hold harmless Enable and our subsidiaries and affiliates, and each of our respective shareholders, directors, officers, employees, agents, successors, and assigns (collectively, the “Enable Parties”) from and against any losses, liabilities, damages, fines, penalties, and expenses (including reasonable attorneys’ fees) incurred by any Enable Party in connection with any claim, demand, allegation, lawsuit, proceeding, or investigation (collectively, “Claims”) arising out of or related to: (a) your access to or use of the Data Materials (as well as any results or data generated from such access or use), including any High-Risk Use (defined below); (b) your violation of this Data License; or (c) your violation, misappropriation or infringement of any rights of another (including intellectual property or other proprietary rights and privacy rights). You will promptly notify the Enable Parties of any such Claims, and cooperate with Enable Parties in defending such Claims. You will also grant the Enable Parties sole control of the defense or settlement, at Enable’s sole option, of any Claims. This indemnity is in addition to, and not in lieu of, any other indemnities or remedies set forth in a written agreement (including the Terms of Use or Institutional Agreement) between you and Enable or the other Enable Parties.
7. TERMINATION; SURVIVAL
a. This Data License will automatically terminate upon any breach by you of the terms of this Data License.
b. We may terminate this Data License, in whole or in part, at any time upon notice (including electronic) to you.
c. The following sections survive termination of this Data License: 2 (Restrictions), 3 (Attribution), 4 (Disclaimers), 5 (Limitation on Liability), 6 (Indemnification) 7 (Termination; Survival), 8 (Third Party Materials), 9 (Trademarks), 10 (Applicable Law; Dispute Resolution), and 11 (Miscellaneous).
8. THIRD PARTY MATERIALS
Data Materials contain third-party data, information or other components (all of the foregoing, “Third Party Materials”). Third Party Materials are the property of their respective owners. The Third Party Materials may be subject to license terms of the respective third-party licensors. Your dealings or correspondence with third parties and your use of or interaction with any Third Party Materials are solely between you and the third party. Enable does not control or endorse, and makes no representations or warranties regarding, any Third Party Materials, and your access to and use of such Third Party Materials are at your own risk.
9. TRADEMARKS
You have not been granted any trademark license as part of this Data License and may not use any name or mark associated with Enable without the prior written permission of Enable, except to the extent necessary to make the reference required by the “ATTRIBUTION” section (Section 3) of this Agreement.
10. APPLICABLE LAW; DISPUTE RESOLUTION
THE DATA LICENSE AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. To the extent the parties are permitted under this Data License to initiate litigation in a court, both you and Enable agree that all claims and disputes arising out of or relating to the Data License will be litigated exclusively in the state or federal courts located in San Mateo County, California.
11. MISCELLANEOUS
If any portion of this Data License is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. Any waiver or failure to enforce any provision of the Data License on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. This Data License does not confer any third-party beneficiary rights upon any other person or entity. This Data License is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. No change or addition to any provision of this Data License will be binding unless it is in writing and signed by an authorized representative of both you and Enable.
