Diffusion DSI http://www.trackvis.org/dtk/ http://www.trackvis.org/dtk .nii .nii dsi_dwi_mask analyze ni1 nii value 1 4 125 181 OUTPUT_FILE_PREFIX http://www.trackvis.org/docs/?subsect=license The General Hospital Corporation ACADEMIC RESEARCH END-USER SOFTWARE LICENSE AGREEMENT By downloading, using, reproducing, displaying or otherwise accessing the Software which is the subject of this Agreement, Licensee (defined below) hereby agrees to all of the terms and conditions in this Agreement. If Licensee does not so agree, Licensee shall have no license or right to use, reproduce or display the Software. This Academic Research End-User Software License Agreement (the "Agreement") is by and between The General Hospital Corporation, d/b/a Massachusetts General Hospital, a Massachusetts not-for-profit corporation, with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (the "Licensor") and the individual who is or has engaged in downloading, using, reproducing, displaying or otherwise accessing the Software described herein (the "Individual") and the institution or entity which employs or is otherwise affiliated with such Individual in connection with the Individual's use of the Software (the "Institution" and together with the Individual, collectively "Licensee"), and is effective as of the date the Software is first downloaded or otherwise accessed by the Individual or the Institution (the "Effective Date"). Each party to this Agreement is referred to herein as a "Party" and collectively as the "Parties." RECITALS Licensor, through its investigators Ruopeng Wang, MS and Van Wedeen, MD of the Department of Radiology, has developed the Software (defined below), for use in the field of Diffusion Imaging research, and desires to permit Licensee to use the software for Research Purposes only (defined below). Licensee desires to license the Software solely for Research Purposes in accordance with the terms and conditions hereof. Now therefore, in consideration of the premises and covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: I. Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: (a) "Affiliate" with respect to either entity Party means any corporation or other legal entity other than that Party in whatever country organized, controlling, controlled by or under common control with that Party. The term "control" shall mean the power, direct or indirect, to elect or appoint fifty percent (50%) or more of the directors or trustees, or to cause direction of management and policies, whether through the ownership of voting securities, by contract or otherwise. (b) "Binary Code" means the embodiment of a computer program which is not in human-readable form, and which is derived from source code of such program by means of assembly or compilation into either a computer-specific non-executable code, or an executable code capable of being run on a computer system. (c) "Commercial Purposes" shall mean the sale, lease, license or other transfer of the Software, use of the Software for the performance of contract research, or to produce or manufacture products for sale, or to develop, use, and/or distribute educational materials based on the Software, including but not limited to courseware or text books. (d) "Patent Rights" means Licensor's rights in the Software under U.S. and foreign patent law, if applicable, as may be further described in Appendix A. (e) "Research Purposes" means the academic or government funded research under the direction of the Individual at the Institution. (f) "Software" means the computer programs known as TrackVis and Diffusion Toolkit and any related documentation as further defined and described in Appendix A. 2. Software License Grant. Subject to the terms and conditions contained in this Agreement, Licensor hereby grants to Licensee a nonexclusive, nontransferable, nonsublicensable, royalty-free license: (i) under Licensor's copyright rights, to reproduce and display the Software; and (ii) under Licensor's Patent Rights, to use the Software (but not to sell or otherwise transfer the Software); provided, however, that the foregoing license grant is limited to Research Purposes only and only at the Institution. The Software shall not be reproduced, displayed or used for any Commercial Purposes unless Licensor has consented in writing in advance and the Parties have entered into a commercial license agreement containing appropriate terms for royalties, and such other terms and conditions as are required by Licensor. 3. Title and Ownership. The Software is protected by copyright and foreign treaties, and may be subject to Patent Rights and other proprietary rights of Licensor and, if applicable, its licensor(s). Except to the extent of the limited license provided for in this Agreement, Licensor shall retain all of its rights, title and interest in and to the Software. This Agreement does not grant any rights in or to any intellectual property owned or licensed by Licensor except those rights expressly granted hereunder, and except as specifically set forth in this Agreement, Licensee shall have no other rights in or to the Software nor any underlying intellectual property. 4. Conditions. As a condition to the license granted hereunder, Licensee, and each of Individual or the Institution, as applicable, shall comply at all times with each of the following: (a) Licensee shall preserve and maintain all applicable attributions, copyright notices and licenses included in or applicable to the Software. (b) Licensee may make copies of the Software but only to the extent required to support Licensee's authorized use of the Software for Licensee's Research Purposes. Licensee agrees to reproduce on any such copies all of Licensor's proprietary notices contained in and on the Software and its associated media. (c) Licensee shall use the Software only for Research Purposes and only at the Institution. (d) Licensee shall not sell, license, distribute, rent, lease, offer on an ASP or service bureau basis, grant a security interest in, sublicense or otherwise transfer or permit any third party (other than Licensee's own employees, students and fellows or other collaborators solely in connection with permitted activities at the Institution) to access or use all or any portion of the Software in any form or any of the rights therein or thereto. (e) This Agreement does not grant any rights with respect to third party software, except those rights that Licensor has been authorized by a third party to grant to Licensee, and accordingly Licensee is solely responsible for obtaining any permissions from third parties which are necessary to use, reproduce, or display, the Software. (f) Licensee shall exercise its rights pursuant to this Agreement in compliance with all applicable governmental laws, regulations and orders, including without limitation those relating to export and import control. (g) To the extent such restriction is not prohibited by applicable law, Licensee shall not decompile, disassemble or reverse engineer the Software or its structure, sequence, organization, algorithms or data. (h) Licensee shall notify Licensor promptly if it becomes aware of any unauthorized access to or use or transfer of the Software. (i) Institution shall be jointly responsible for the actions of Individuals hereunder with respect to the Software and compliance with the terms of this Agreement. Licensee hereby represents and warrants that all information provided to Licensor in connection with accessing, downloading and/or using the Software is accurate, true and complete. 5. Limitations. (a) LICENSEE ACKNOWLEDGES THAT THE SOFTWARE HAS BEEN DESIGNED FOR RESEARCH PURPOSES ONLY AND HAS NOT BEEN REVIEWED OR APPROVED BY THE FOOD AND DRUG ADMINISTRATION OR BY ANY OTHER AGENCY, AND FURTHER ACKNOWLEDGES THAT CLINICAL APPLICATIONS ARE NEITHER RECOMMENDED NOR ADVISED. (b) Licensee shall be solely responsible for installing and maintaining the Software and for testing the Software for proper operation. Unless otherwise agreed in writing, Licensor shall have no obligation to provide to Licensee any support, maintenance, corrections, debugging, improvements, modifications, upgrades or updates of the Software, or otherwise assist Licensee in installing, configuring, integrating, understanding or using the Software. 6. Publication. Licensee may publish and present the results of Licensee's use of the Software in peer-reviewed journals. Licensee agrees to provide acknowledgement to Licensor and its designated professional staff, Ruopeng Wang, MS and Van Wedeen, MD, who participated in the creation of the Software, in such publications or presentations in accordance with standard academic practice. 7. Term and Termination. This Agreement and the license granted by Licensor hereunder shall commence on the Effective Date and continue in effect until terminated by any Party as provided herein. Licensee may terminate this Agreement at any time by destroying all copies of the Software and notifying Licensor in writing of such destruction, or returning all copies of the Software to Licensor. Licensor may terminate this Agreement upon sixty (60) days prior notice to Licensee if Licensee does not comply with any of the material provisions of this Agreement and such breach remains uncured at the end of such sixty (60) day period, provided however that in the case of any breach of this Agreement that Licensor in its reasonable judgment deems uncurable, Licensor may terminate this Agreement immediately upon notification to Licensee. Upon any such termination, Licensee shall immediately cease all uses of the Software and any portion thereof, and shall return or destroy all copies of the Software and any portion thereof and, if so requested, provide written certification of such destruction to Licensor. 8. Disclaimer. Licensee accepts the Software free of charge and on an "AS IS" basis. Licensee understands and acknowledges that the Software is experimental, may contain errors and is subject to further development and revision and assumes the entire risk as to its use of the Software. Licensor does not guarantee the accuracy of the Software, or of any results or data, and assumes no obligation to notify Licensee of any bug fixes, enhancements or other modifications that may be made to the Software. LICENSOR SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 9. Limitation of Liability; Indemnification. IN NO EVENT SHALL LICENSOR OR ANY OF ITS TRUSTEES, DIRECTORS, OFFICERS, MEDICAL OR PROFESSIONAL STAFF, EMPLOYEES, STUDENTS OR AGENTS ("LICENSOR'S PERSONNEL") BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY RELATED TO THE SOFTWARE OR THIS AGREEMENT, EVEN IF LICENSOR OR ANY OF LICENSOR'S PERSONNEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT TO THE EXTENT PROHIBITED BY LAW OR REGULATION, LICENSEE ASSUMES ALL LIABILITY FOR LICENSEE'S USE, REPRODUCTION, AND DISPLAY OF THE SOFTWARE, AND AGREES TO INDEMNIFY AND HOLD HARMLESS LICENSOR AND EACH OF LICENSOR'S PERSONNEL FROM AND AGAINST ANY AND ALL DAMAGES, COSTS, LIABILITY, LOSS OR EXPENSES (INCLUDING ATTORNEYS' FEES AND COSTS) ARISING IN CONNECTION WITH ANY CLAIMS, SUITS, ACTIONS, DEMANDS AND JUDGMENTS RELATED TO LICENSEE'S USE, REPRODUCTION, AND DISPLAY OF THE SOFTWARE. 10. Independent Status. Neither the making of this Agreement nor the performance of its provisions shall be construed to constitute any Party an agent, employee or legal representative of the other Party for any purpose whatsoever. 11. Use of Name. Except as expressly provided in this Agreement or pursuant to specific prior written permission of the applicable party, Licensee shall not use any of the names, logos or trademarks, or any adaptation thereof, of Licensor or any of its Affiliates, or of any trustee, director, officer, staff member, employee, student or agent thereof, or of any funding agency, in any advertising, promotional or sales material or publicity or in any document employed to obtain funds or financing, or to endorse or promote research results or products produced in whole or in part by operation of the Software or derived from or based on the Software. Such permission shall be obtained from Licensor's Chief Public Affairs Officer. Licensee hereby grants permission to Licensor to use Licensee's name for purposes of obtaining funds from any funding agency. 12. U.S. Government Rights. For Software supported by federal funding, the license granted under this Agreement is subject to the rights, conditions and limitations imposed by U.S. law including without limitation 35 U.S.C. ? 202 et seq. and regulations pertaining thereto. Notwithstanding the foregoing, the license granted under this Agreement does not constitute a response by Licensee to any request for proposals, bid solicitation or other invitation or offer to contract by any governmental authority but instead constitutes an offer to enter into a license agreement only upon the terms set forth herein. If the U.S. Government or any other governmental authority shall seek to acquire the Software and its acquisition of such Software would result in the U.S. Government or such other governmental authority having rights in the Software that are at variance with the terms and conditions of this Agreement and license, Licensee shall not be bound by any such rights unless it shall have expressly entered into an amendment of this Agreement that shall set forth such rights in accordance with any applicable governmental rules or regulations, including the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. 13. General. This Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof, superseding and merging any prior oral or written understandings between the Parties with respect thereto. Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive any termination of this Agreement. This Agreement may be modified or amended only in a writing signed by duly authorized representatives of the Parties hereto. If any part of this Agreement is adjudged to be invalid or unenforceable, the Parties intend that such invalidity shall not affect any other provision hereof. Any waiver or failure of any Party to assert a right hereunder shall not constitute a waiver or excuse a similar failure in any other circumstance. Licensee shall not assign any of its rights or obligations under this Agreement without the prior written consent of Licensor. Except to the extent prohibited by law or regulation, this Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts, excluding its provisions with respect to conflict of laws, and each Party consents to the exclusive jurisdiction and venue of courts in Boston, Massachusetts in all disputes relating to this Agreement. Headings in this Agreement are for convenience only and are not intended to be used to interpret or construe this Agreement. This Agreement may be executed in counterparts and delivered by facsimile with the same effect as an original. Each of the undersigned represents that such individual is duly authorized to execute this Agreement. Appendix A Description of the Software 1. Diffusion Toolkit in binary code form: Diffusion Toolkit is a software tool for the performance of data reconstruction and fiber tracking for diffusion MR imaging, utilizing but not limited to tensor data, diffusion spectrum imaging (DSI), high angular resolution diffusion imaging (HARDI) data and Q-ball imaging data. 2. TrackVis in binary code form: TrackVis is a 3-dimensional visualization program that allows real-time visualization and analysis of the fiber track data that was created by Diffusion Toolkit. http://www.trackvis.org/dtk analyze ni1 nii value nii 35 1 -1 http://www.trackvis.org/docs/?subsect=license The General Hospital Corporation ACADEMIC RESEARCH END-USER SOFTWARE LICENSE AGREEMENT By downloading, using, reproducing, displaying or otherwise accessing the Software which is the subject of this Agreement, Licensee (defined below) hereby agrees to all of the terms and conditions in this Agreement. If Licensee does not so agree, Licensee shall have no license or right to use, reproduce or display the Software. This Academic Research End-User Software License Agreement (the "Agreement") is by and between The General Hospital Corporation, d/b/a Massachusetts General Hospital, a Massachusetts not-for-profit corporation, with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (the "Licensor") and the individual who is or has engaged in downloading, using, reproducing, displaying or otherwise accessing the Software described herein (the "Individual") and the institution or entity which employs or is otherwise affiliated with such Individual in connection with the Individual's use of the Software (the "Institution" and together with the Individual, collectively "Licensee"), and is effective as of the date the Software is first downloaded or otherwise accessed by the Individual or the Institution (the "Effective Date"). Each party to this Agreement is referred to herein as a "Party" and collectively as the "Parties." RECITALS Licensor, through its investigators Ruopeng Wang, MS and Van Wedeen, MD of the Department of Radiology, has developed the Software (defined below), for use in the field of Diffusion Imaging research, and desires to permit Licensee to use the software for Research Purposes only (defined below). Licensee desires to license the Software solely for Research Purposes in accordance with the terms and conditions hereof. Now therefore, in consideration of the premises and covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: I. Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: (a) "Affiliate" with respect to either entity Party means any corporation or other legal entity other than that Party in whatever country organized, controlling, controlled by or under common control with that Party. The term "control" shall mean the power, direct or indirect, to elect or appoint fifty percent (50%) or more of the directors or trustees, or to cause direction of management and policies, whether through the ownership of voting securities, by contract or otherwise. (b) "Binary Code" means the embodiment of a computer program which is not in human-readable form, and which is derived from source code of such program by means of assembly or compilation into either a computer-specific non-executable code, or an executable code capable of being run on a computer system. (c) "Commercial Purposes" shall mean the sale, lease, license or other transfer of the Software, use of the Software for the performance of contract research, or to produce or manufacture products for sale, or to develop, use, and/or distribute educational materials based on the Software, including but not limited to courseware or text books. (d) "Patent Rights" means Licensor's rights in the Software under U.S. and foreign patent law, if applicable, as may be further described in Appendix A. (e) "Research Purposes" means the academic or government funded research under the direction of the Individual at the Institution. (f) "Software" means the computer programs known as TrackVis and Diffusion Toolkit and any related documentation as further defined and described in Appendix A. 2. Software License Grant. Subject to the terms and conditions contained in this Agreement, Licensor hereby grants to Licensee a nonexclusive, nontransferable, nonsublicensable, royalty-free license: (i) under Licensor's copyright rights, to reproduce and display the Software; and (ii) under Licensor's Patent Rights, to use the Software (but not to sell or otherwise transfer the Software); provided, however, that the foregoing license grant is limited to Research Purposes only and only at the Institution. The Software shall not be reproduced, displayed or used for any Commercial Purposes unless Licensor has consented in writing in advance and the Parties have entered into a commercial license agreement containing appropriate terms for royalties, and such other terms and conditions as are required by Licensor. 3. Title and Ownership. The Software is protected by copyright and foreign treaties, and may be subject to Patent Rights and other proprietary rights of Licensor and, if applicable, its licensor(s). Except to the extent of the limited license provided for in this Agreement, Licensor shall retain all of its rights, title and interest in and to the Software. This Agreement does not grant any rights in or to any intellectual property owned or licensed by Licensor except those rights expressly granted hereunder, and except as specifically set forth in this Agreement, Licensee shall have no other rights in or to the Software nor any underlying intellectual property. 4. Conditions. As a condition to the license granted hereunder, Licensee, and each of Individual or the Institution, as applicable, shall comply at all times with each of the following: (a) Licensee shall preserve and maintain all applicable attributions, copyright notices and licenses included in or applicable to the Software. (b) Licensee may make copies of the Software but only to the extent required to support Licensee's authorized use of the Software for Licensee's Research Purposes. Licensee agrees to reproduce on any such copies all of Licensor's proprietary notices contained in and on the Software and its associated media. (c) Licensee shall use the Software only for Research Purposes and only at the Institution. (d) Licensee shall not sell, license, distribute, rent, lease, offer on an ASP or service bureau basis, grant a security interest in, sublicense or otherwise transfer or permit any third party (other than Licensee's own employees, students and fellows or other collaborators solely in connection with permitted activities at the Institution) to access or use all or any portion of the Software in any form or any of the rights therein or thereto. (e) This Agreement does not grant any rights with respect to third party software, except those rights that Licensor has been authorized by a third party to grant to Licensee, and accordingly Licensee is solely responsible for obtaining any permissions from third parties which are necessary to use, reproduce, or display, the Software. (f) Licensee shall exercise its rights pursuant to this Agreement in compliance with all applicable governmental laws, regulations and orders, including without limitation those relating to export and import control. (g) To the extent such restriction is not prohibited by applicable law, Licensee shall not decompile, disassemble or reverse engineer the Software or its structure, sequence, organization, algorithms or data. (h) Licensee shall notify Licensor promptly if it becomes aware of any unauthorized access to or use or transfer of the Software. (i) Institution shall be jointly responsible for the actions of Individuals hereunder with respect to the Software and compliance with the terms of this Agreement. Licensee hereby represents and warrants that all information provided to Licensor in connection with accessing, downloading and/or using the Software is accurate, true and complete. 5. Limitations. (a) LICENSEE ACKNOWLEDGES THAT THE SOFTWARE HAS BEEN DESIGNED FOR RESEARCH PURPOSES ONLY AND HAS NOT BEEN REVIEWED OR APPROVED BY THE FOOD AND DRUG ADMINISTRATION OR BY ANY OTHER AGENCY, AND FURTHER ACKNOWLEDGES THAT CLINICAL APPLICATIONS ARE NEITHER RECOMMENDED NOR ADVISED. (b) Licensee shall be solely responsible for installing and maintaining the Software and for testing the Software for proper operation. Unless otherwise agreed in writing, Licensor shall have no obligation to provide to Licensee any support, maintenance, corrections, debugging, improvements, modifications, upgrades or updates of the Software, or otherwise assist Licensee in installing, configuring, integrating, understanding or using the Software. 6. Publication. Licensee may publish and present the results of Licensee's use of the Software in peer-reviewed journals. Licensee agrees to provide acknowledgement to Licensor and its designated professional staff, Ruopeng Wang, MS and Van Wedeen, MD, who participated in the creation of the Software, in such publications or presentations in accordance with standard academic practice. 7. Term and Termination. This Agreement and the license granted by Licensor hereunder shall commence on the Effective Date and continue in effect until terminated by any Party as provided herein. Licensee may terminate this Agreement at any time by destroying all copies of the Software and notifying Licensor in writing of such destruction, or returning all copies of the Software to Licensor. Licensor may terminate this Agreement upon sixty (60) days prior notice to Licensee if Licensee does not comply with any of the material provisions of this Agreement and such breach remains uncured at the end of such sixty (60) day period, provided however that in the case of any breach of this Agreement that Licensor in its reasonable judgment deems uncurable, Licensor may terminate this Agreement immediately upon notification to Licensee. Upon any such termination, Licensee shall immediately cease all uses of the Software and any portion thereof, and shall return or destroy all copies of the Software and any portion thereof and, if so requested, provide written certification of such destruction to Licensor. 8. Disclaimer. Licensee accepts the Software free of charge and on an "AS IS" basis. Licensee understands and acknowledges that the Software is experimental, may contain errors and is subject to further development and revision and assumes the entire risk as to its use of the Software. Licensor does not guarantee the accuracy of the Software, or of any results or data, and assumes no obligation to notify Licensee of any bug fixes, enhancements or other modifications that may be made to the Software. LICENSOR SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 9. Limitation of Liability; Indemnification. IN NO EVENT SHALL LICENSOR OR ANY OF ITS TRUSTEES, DIRECTORS, OFFICERS, MEDICAL OR PROFESSIONAL STAFF, EMPLOYEES, STUDENTS OR AGENTS ("LICENSOR'S PERSONNEL") BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY RELATED TO THE SOFTWARE OR THIS AGREEMENT, EVEN IF LICENSOR OR ANY OF LICENSOR'S PERSONNEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT TO THE EXTENT PROHIBITED BY LAW OR REGULATION, LICENSEE ASSUMES ALL LIABILITY FOR LICENSEE'S USE, REPRODUCTION, AND DISPLAY OF THE SOFTWARE, AND AGREES TO INDEMNIFY AND HOLD HARMLESS LICENSOR AND EACH OF LICENSOR'S PERSONNEL FROM AND AGAINST ANY AND ALL DAMAGES, COSTS, LIABILITY, LOSS OR EXPENSES (INCLUDING ATTORNEYS' FEES AND COSTS) ARISING IN CONNECTION WITH ANY CLAIMS, SUITS, ACTIONS, DEMANDS AND JUDGMENTS RELATED TO LICENSEE'S USE, REPRODUCTION, AND DISPLAY OF THE SOFTWARE. 10. Independent Status. Neither the making of this Agreement nor the performance of its provisions shall be construed to constitute any Party an agent, employee or legal representative of the other Party for any purpose whatsoever. 11. Use of Name. Except as expressly provided in this Agreement or pursuant to specific prior written permission of the applicable party, Licensee shall not use any of the names, logos or trademarks, or any adaptation thereof, of Licensor or any of its Affiliates, or of any trustee, director, officer, staff member, employee, student or agent thereof, or of any funding agency, in any advertising, promotional or sales material or publicity or in any document employed to obtain funds or financing, or to endorse or promote research results or products produced in whole or in part by operation of the Software or derived from or based on the Software. Such permission shall be obtained from Licensor's Chief Public Affairs Officer. Licensee hereby grants permission to Licensor to use Licensee's name for purposes of obtaining funds from any funding agency. 12. U.S. Government Rights. For Software supported by federal funding, the license granted under this Agreement is subject to the rights, conditions and limitations imposed by U.S. law including without limitation 35 U.S.C. ? 202 et seq. and regulations pertaining thereto. Notwithstanding the foregoing, the license granted under this Agreement does not constitute a response by Licensee to any request for proposals, bid solicitation or other invitation or offer to contract by any governmental authority but instead constitutes an offer to enter into a license agreement only upon the terms set forth herein. If the U.S. Government or any other governmental authority shall seek to acquire the Software and its acquisition of such Software would result in the U.S. Government or such other governmental authority having rights in the Software that are at variance with the terms and conditions of this Agreement and license, Licensee shall not be bound by any such rights unless it shall have expressly entered into an amendment of this Agreement that shall set forth such rights in accordance with any applicable governmental rules or regulations, including the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. 13. General. This Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof, superseding and merging any prior oral or written understandings between the Parties with respect thereto. Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive any termination of this Agreement. This Agreement may be modified or amended only in a writing signed by duly authorized representatives of the Parties hereto. If any part of this Agreement is adjudged to be invalid or unenforceable, the Parties intend that such invalidity shall not affect any other provision hereof. Any waiver or failure of any Party to assert a right hereunder shall not constitute a waiver or excuse a similar failure in any other circumstance. Licensee shall not assign any of its rights or obligations under this Agreement without the prior written consent of Licensor. Except to the extent prohibited by law or regulation, this Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts, excluding its provisions with respect to conflict of laws, and each Party consents to the exclusive jurisdiction and venue of courts in Boston, Massachusetts in all disputes relating to this Agreement. Headings in this Agreement are for convenience only and are not intended to be used to interpret or construe this Agreement. This Agreement may be executed in counterparts and delivered by facsimile with the same effect as an original. Each of the undersigned represents that such individual is duly authorized to execute this Agreement. Appendix A Description of the Software 1. Diffusion Toolkit in binary code form: Diffusion Toolkit is a software tool for the performance of data reconstruction and fiber tracking for diffusion MR imaging, utilizing but not limited to tensor data, diffusion spectrum imaging (DSI), high angular resolution diffusion imaging (HARDI) data and Q-ball imaging data. 2. TrackVis in binary code form: TrackVis is a 3-dimensional visualization program that allows real-time visualization and analysis of the fiber track data that was created by Diffusion Toolkit. http://www.trackvis.org/dtk 1 http://www.trackvis.org/docs/?subsect=license The General Hospital Corporation ACADEMIC RESEARCH END-USER SOFTWARE LICENSE AGREEMENT By downloading, using, reproducing, displaying or otherwise accessing the Software which is the subject of this Agreement, Licensee (defined below) hereby agrees to all of the terms and conditions in this Agreement. If Licensee does not so agree, Licensee shall have no license or right to use, reproduce or display the Software. This Academic Research End-User Software License Agreement (the "Agreement") is by and between The General Hospital Corporation, d/b/a Massachusetts General Hospital, a Massachusetts not-for-profit corporation, with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (the "Licensor") and the individual who is or has engaged in downloading, using, reproducing, displaying or otherwise accessing the Software described herein (the "Individual") and the institution or entity which employs or is otherwise affiliated with such Individual in connection with the Individual's use of the Software (the "Institution" and together with the Individual, collectively "Licensee"), and is effective as of the date the Software is first downloaded or otherwise accessed by the Individual or the Institution (the "Effective Date"). Each party to this Agreement is referred to herein as a "Party" and collectively as the "Parties." RECITALS Licensor, through its investigators Ruopeng Wang, MS and Van Wedeen, MD of the Department of Radiology, has developed the Software (defined below), for use in the field of Diffusion Imaging research, and desires to permit Licensee to use the software for Research Purposes only (defined below). Licensee desires to license the Software solely for Research Purposes in accordance with the terms and conditions hereof. Now therefore, in consideration of the premises and covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: I. Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: (a) "Affiliate" with respect to either entity Party means any corporation or other legal entity other than that Party in whatever country organized, controlling, controlled by or under common control with that Party. The term "control" shall mean the power, direct or indirect, to elect or appoint fifty percent (50%) or more of the directors or trustees, or to cause direction of management and policies, whether through the ownership of voting securities, by contract or otherwise. (b) "Binary Code" means the embodiment of a computer program which is not in human-readable form, and which is derived from source code of such program by means of assembly or compilation into either a computer-specific non-executable code, or an executable code capable of being run on a computer system. (c) "Commercial Purposes" shall mean the sale, lease, license or other transfer of the Software, use of the Software for the performance of contract research, or to produce or manufacture products for sale, or to develop, use, and/or distribute educational materials based on the Software, including but not limited to courseware or text books. (d) "Patent Rights" means Licensor's rights in the Software under U.S. and foreign patent law, if applicable, as may be further described in Appendix A. (e) "Research Purposes" means the academic or government funded research under the direction of the Individual at the Institution. (f) "Software" means the computer programs known as TrackVis and Diffusion Toolkit and any related documentation as further defined and described in Appendix A. 2. Software License Grant. Subject to the terms and conditions contained in this Agreement, Licensor hereby grants to Licensee a nonexclusive, nontransferable, nonsublicensable, royalty-free license: (i) under Licensor's copyright rights, to reproduce and display the Software; and (ii) under Licensor's Patent Rights, to use the Software (but not to sell or otherwise transfer the Software); provided, however, that the foregoing license grant is limited to Research Purposes only and only at the Institution. The Software shall not be reproduced, displayed or used for any Commercial Purposes unless Licensor has consented in writing in advance and the Parties have entered into a commercial license agreement containing appropriate terms for royalties, and such other terms and conditions as are required by Licensor. 3. Title and Ownership. The Software is protected by copyright and foreign treaties, and may be subject to Patent Rights and other proprietary rights of Licensor and, if applicable, its licensor(s). Except to the extent of the limited license provided for in this Agreement, Licensor shall retain all of its rights, title and interest in and to the Software. This Agreement does not grant any rights in or to any intellectual property owned or licensed by Licensor except those rights expressly granted hereunder, and except as specifically set forth in this Agreement, Licensee shall have no other rights in or to the Software nor any underlying intellectual property. 4. Conditions. As a condition to the license granted hereunder, Licensee, and each of Individual or the Institution, as applicable, shall comply at all times with each of the following: (a) Licensee shall preserve and maintain all applicable attributions, copyright notices and licenses included in or applicable to the Software. (b) Licensee may make copies of the Software but only to the extent required to support Licensee's authorized use of the Software for Licensee's Research Purposes. Licensee agrees to reproduce on any such copies all of Licensor's proprietary notices contained in and on the Software and its associated media. (c) Licensee shall use the Software only for Research Purposes and only at the Institution. (d) Licensee shall not sell, license, distribute, rent, lease, offer on an ASP or service bureau basis, grant a security interest in, sublicense or otherwise transfer or permit any third party (other than Licensee's own employees, students and fellows or other collaborators solely in connection with permitted activities at the Institution) to access or use all or any portion of the Software in any form or any of the rights therein or thereto. (e) This Agreement does not grant any rights with respect to third party software, except those rights that Licensor has been authorized by a third party to grant to Licensee, and accordingly Licensee is solely responsible for obtaining any permissions from third parties which are necessary to use, reproduce, or display, the Software. (f) Licensee shall exercise its rights pursuant to this Agreement in compliance with all applicable governmental laws, regulations and orders, including without limitation those relating to export and import control. (g) To the extent such restriction is not prohibited by applicable law, Licensee shall not decompile, disassemble or reverse engineer the Software or its structure, sequence, organization, algorithms or data. (h) Licensee shall notify Licensor promptly if it becomes aware of any unauthorized access to or use or transfer of the Software. (i) Institution shall be jointly responsible for the actions of Individuals hereunder with respect to the Software and compliance with the terms of this Agreement. Licensee hereby represents and warrants that all information provided to Licensor in connection with accessing, downloading and/or using the Software is accurate, true and complete. 5. Limitations. (a) LICENSEE ACKNOWLEDGES THAT THE SOFTWARE HAS BEEN DESIGNED FOR RESEARCH PURPOSES ONLY AND HAS NOT BEEN REVIEWED OR APPROVED BY THE FOOD AND DRUG ADMINISTRATION OR BY ANY OTHER AGENCY, AND FURTHER ACKNOWLEDGES THAT CLINICAL APPLICATIONS ARE NEITHER RECOMMENDED NOR ADVISED. (b) Licensee shall be solely responsible for installing and maintaining the Software and for testing the Software for proper operation. Unless otherwise agreed in writing, Licensor shall have no obligation to provide to Licensee any support, maintenance, corrections, debugging, improvements, modifications, upgrades or updates of the Software, or otherwise assist Licensee in installing, configuring, integrating, understanding or using the Software. 6. Publication. Licensee may publish and present the results of Licensee's use of the Software in peer-reviewed journals. Licensee agrees to provide acknowledgement to Licensor and its designated professional staff, Ruopeng Wang, MS and Van Wedeen, MD, who participated in the creation of the Software, in such publications or presentations in accordance with standard academic practice. 7. Term and Termination. This Agreement and the license granted by Licensor hereunder shall commence on the Effective Date and continue in effect until terminated by any Party as provided herein. Licensee may terminate this Agreement at any time by destroying all copies of the Software and notifying Licensor in writing of such destruction, or returning all copies of the Software to Licensor. Licensor may terminate this Agreement upon sixty (60) days prior notice to Licensee if Licensee does not comply with any of the material provisions of this Agreement and such breach remains uncured at the end of such sixty (60) day period, provided however that in the case of any breach of this Agreement that Licensor in its reasonable judgment deems uncurable, Licensor may terminate this Agreement immediately upon notification to Licensee. Upon any such termination, Licensee shall immediately cease all uses of the Software and any portion thereof, and shall return or destroy all copies of the Software and any portion thereof and, if so requested, provide written certification of such destruction to Licensor. 8. Disclaimer. Licensee accepts the Software free of charge and on an "AS IS" basis. Licensee understands and acknowledges that the Software is experimental, may contain errors and is subject to further development and revision and assumes the entire risk as to its use of the Software. Licensor does not guarantee the accuracy of the Software, or of any results or data, and assumes no obligation to notify Licensee of any bug fixes, enhancements or other modifications that may be made to the Software. LICENSOR SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 9. Limitation of Liability; Indemnification. IN NO EVENT SHALL LICENSOR OR ANY OF ITS TRUSTEES, DIRECTORS, OFFICERS, MEDICAL OR PROFESSIONAL STAFF, EMPLOYEES, STUDENTS OR AGENTS ("LICENSOR'S PERSONNEL") BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY RELATED TO THE SOFTWARE OR THIS AGREEMENT, EVEN IF LICENSOR OR ANY OF LICENSOR'S PERSONNEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT TO THE EXTENT PROHIBITED BY LAW OR REGULATION, LICENSEE ASSUMES ALL LIABILITY FOR LICENSEE'S USE, REPRODUCTION, AND DISPLAY OF THE SOFTWARE, AND AGREES TO INDEMNIFY AND HOLD HARMLESS LICENSOR AND EACH OF LICENSOR'S PERSONNEL FROM AND AGAINST ANY AND ALL DAMAGES, COSTS, LIABILITY, LOSS OR EXPENSES (INCLUDING ATTORNEYS' FEES AND COSTS) ARISING IN CONNECTION WITH ANY CLAIMS, SUITS, ACTIONS, DEMANDS AND JUDGMENTS RELATED TO LICENSEE'S USE, REPRODUCTION, AND DISPLAY OF THE SOFTWARE. 10. Independent Status. Neither the making of this Agreement nor the performance of its provisions shall be construed to constitute any Party an agent, employee or legal representative of the other Party for any purpose whatsoever. 11. Use of Name. Except as expressly provided in this Agreement or pursuant to specific prior written permission of the applicable party, Licensee shall not use any of the names, logos or trademarks, or any adaptation thereof, of Licensor or any of its Affiliates, or of any trustee, director, officer, staff member, employee, student or agent thereof, or of any funding agency, in any advertising, promotional or sales material or publicity or in any document employed to obtain funds or financing, or to endorse or promote research results or products produced in whole or in part by operation of the Software or derived from or based on the Software. Such permission shall be obtained from Licensor's Chief Public Affairs Officer. Licensee hereby grants permission to Licensor to use Licensee's name for purposes of obtaining funds from any funding agency. 12. U.S. Government Rights. For Software supported by federal funding, the license granted under this Agreement is subject to the rights, conditions and limitations imposed by U.S. law including without limitation 35 U.S.C. ? 202 et seq. and regulations pertaining thereto. Notwithstanding the foregoing, the license granted under this Agreement does not constitute a response by Licensee to any request for proposals, bid solicitation or other invitation or offer to contract by any governmental authority but instead constitutes an offer to enter into a license agreement only upon the terms set forth herein. If the U.S. Government or any other governmental authority shall seek to acquire the Software and its acquisition of such Software would result in the U.S. Government or such other governmental authority having rights in the Software that are at variance with the terms and conditions of this Agreement and license, Licensee shall not be bound by any such rights unless it shall have expressly entered into an amendment of this Agreement that shall set forth such rights in accordance with any applicable governmental rules or regulations, including the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. 13. General. This Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof, superseding and merging any prior oral or written understandings between the Parties with respect thereto. Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive any termination of this Agreement. This Agreement may be modified or amended only in a writing signed by duly authorized representatives of the Parties hereto. If any part of this Agreement is adjudged to be invalid or unenforceable, the Parties intend that such invalidity shall not affect any other provision hereof. Any waiver or failure of any Party to assert a right hereunder shall not constitute a waiver or excuse a similar failure in any other circumstance. Licensee shall not assign any of its rights or obligations under this Agreement without the prior written consent of Licensor. Except to the extent prohibited by law or regulation, this Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts, excluding its provisions with respect to conflict of laws, and each Party consents to the exclusive jurisdiction and venue of courts in Boston, Massachusetts in all disputes relating to this Agreement. Headings in this Agreement are for convenience only and are not intended to be used to interpret or construe this Agreement. This Agreement may be executed in counterparts and delivered by facsimile with the same effect as an original. Each of the undersigned represents that such individual is duly authorized to execute this Agreement. Appendix A Description of the Software 1. Diffusion Toolkit in binary code form: Diffusion Toolkit is a software tool for the performance of data reconstruction and fiber tracking for diffusion MR imaging, utilizing but not limited to tensor data, diffusion spectrum imaging (DSI), high angular resolution diffusion imaging (HARDI) data and Q-ball imaging data. 2. TrackVis in binary code form: TrackVis is a 3-dimensional visualization program that allows real-time visualization and analysis of the fiber track data that was created by Diffusion Toolkit. pipeline://cranium.loni.usc.edu/LONI/data/ccb/DSI/nifti/DSI_matrix_125x181.dat pipeline://cranium.loni.usc.edu/LONI/data/ccb/DSI/nifti/dsi.nii pipeline://cranium.loni.usc.edu/{$tempdir}/{$username}/DiffusionToolkit/