path: root/license.md

## Academic software license agreement for end-users at public funded
academic, education or research institutions for the use of ATSAS

By clicking the Acceptance button (below) for the current version of the ATSAS
software ("Licensed Software"), you are consenting to be bound by and become a
party to this agreement as the "Licensee". If you do not agree to all of the
terms of this agreement, you must not click the Acceptance button, not install
the product nor use the product, and you do not become a LICENSEE under this
agreement.

If you are not a member of a public funded Academic and/or Education and/or
Research Institution you must [obtain a commercial license from BIOSAXS
GmbH](http://biosaxs.com/software.html).

This software license agreement is entered into by and between EMBL Enterprise
Management GmbH (hereinafter "EMBLEM") located at Boxbergring 107, D-69126
Heidelberg, Germany and the "LICENSEE".

WHEREAS EMBLEM has the right to license all copyrights and other property
rights in the Licensed Software identified as ATSAS and developed by EMBL
(European Molecular Biology Laboratory, Meyerhofstrasse 1, 69117 Heidelberg,
Germany), and EMBLEM desires to license the Software so that it becomes
available for public use and benefit.

WHEREAS LICENSEE is a public funded Academic and/or Education and/or Research
Institution.

WHEREAS LICENSEE desires to acquire a free non-exclusive license to use the
Software for internal research purposes only.

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:

### 1\. Definitions

"Licensed Software" means the current version of the ATSAS computer package
developed by the members of the group of Dmitri Svergun, EMBL Hamburg,
collectively the "Authors", pursuant to this Agreement. The software is
described in the following publications:

Konarev, P.V., Petoukhov, M.V., Volkov, V.V., & Svergun, D.I. (2006) ATSAS
2.1, a program package for small-angle scattering data analysis. _J. Appl.
Cryst._ **39**, 277-286.

Petoukhov, M.V., Konarev, P.V., Kikhney, A.G. & Svergun, D.I. (2007) ATSAS
2.1 - towards automated and web-supported small-angle scattering data
analysis. _J. Appl. Cryst._ **40**, s223-s228.

Petoukhov, M.V., Franke, D., Shkumatov, A.V., Tria, G., Kikhney, A.G., Gajda,
M., Gorba, C., Mertens, H.D.T., Konarev, P.V. and Svergun, D.I. (2012) New
developments in the ATSAS program package for small-angle scattering data
analysis. _J. Appl. Cryst._ **45**, 342-350.

Any opinion, findings, conclusions or recommendations expressed in the ATSAS
suite are those of the authors and do not necessarily reflect the views of
EMBL and EMBLEM.

### 2\. License

Subject to the terms and conditions of this Agreement a non-exclusive, non-
transferable License to use and copy the Licensed Software is made available
free of charge for the LICENSEE which is a non-profit educational, academic
and/or research institution. The License is only granted for personal and
internal use in research only either at the EMBL via the internet or after
download of one copy at one Site, where a Site is defined as a set of
contiguous buildings in one location. The downloaded copy of the software will
be used at only one location of LICENSEE.

Access to Licensed Software will be provided either via download of one copy
of an executable file or via access to the online version of the software on
the EMBL website (hereafter "ATSAS Online").

This license does not entitle Licensee to receive from EMBLEM copies of the
Licensed Software on disks, tapes or CD's, hard-copy documentation, technical
support, telephone assistance, or enhancements or updates to the Licensed
Software.

The user and any research assistants, co-workers or other workers who may use
the Software agree to not give the source code to third parties or grant
licenses on software, which include the Software, alone or integrated into
other software, to third parties. Modification of the source code is
prohibited without the prior written consent of EMBLEM.

### 3\. Ownership

Except as expressly licensed in this Agreement, EMBL shall retain title to the
Licensed Software, and any upgrades and modifications created by EMBL.

### 4\. Consideration

In consideration for the license rights granted by EMBLEM, LICENSEE will
obtain this academic license free of charge.

### 5\. Copies

LICENSEE shall have the right to make copies of the downloadable version of
the Licensed Software for internal use at the Site and for back-up purposes
under this Agreement, but agrees that all such copies shall contain the
copyright notices and all other reasonable and appropriate proprietary
markings or confidential legends that appear on the Licensed Software provided
hereunder.

### 6\. Support

EMBLEM shall have no obligation to offer support services to LICENSEE, and
nothing contained herein shall be interpreted as to require EMBLEM to provide
maintenance, installation services, debugging, consultation or end-user
support of any kind.

### 7\. Software Protection

LICENSEE acknowledges that the ATSAS Software is proprietary to EMBLEM. The
software code shall be treated as trade secrets and confidential information
of EMBLEM, and LICENSEE agrees to use best efforts to hold the same in
confidence. LICENSEE's obligation for confidentiality shall not extend to any
information which is or becomes generally available to the public, is already
known to or subsequently disclosed by third parties to LICENSEE and at its
free disposal, or is independently developed by LICENSEE or its affiliates
without the use of the confidential information disclosed by EMBLEM, or is
required by law or legal process.

Except as otherwise expressly permitted in this Agreement, Licensee my not (i)
modify or create any derivative works of the Licensed Software or
documentation, including customisation, translation or localization; (ii)
decompile, disassemble, reverse engineer, or otherwise attempt to derive the
source code for the Product; (iii) redistribute, encumber, sell, rent, lease,
sublicense, or otherwise transfer rights to the Licensed Software; (iv) remove
or alter any trademark, logo, copyright or other proprietary notices, legends,
symbols or labels in the Product; or (v) publish any results of benchmark
tests run on the Product to a third party without EMBLEM's prior written
consent.

### 8\. Representations of EMBLEM to LICENSEE

EMBLEM represents to LICENSEE that (i) EMBLEM has the right to grant the
License and to enter into this agreement, (ii) that, to the best of EMBLEM's
knowledge, the Licensed software does not infringe any patent, copyright or
trade secrets of any third party, provided however that such representation
and warranty shall not apply to any addition to, or modifications or
adaptation of, the Licensed Software made by LICENSEE and (iii) EMBLEM
undertakes to use best efforts to cooperate with and assist LICENSEE, at
LICENSEE's expense, in defending itself against any action based on the
alleged infringement of any third party patent, copyright or trade secret
rights resulting from or relating to the use or licensing of the Licensed
Software by LICENSEE.

### 9\. Indemnity and Disclaimer of Warranties

Except as expressly set forth in this agreement, EMBLEM makes no
representations or warranties, express or implied.

The product is provided free of charge, and, therefore, on an "as is" basis,
without warranty of any kind, express or implied, including without limitation
the warranties that it is free of defects, virus free, able to operate on an
uninterrupted basis, merchantable, fit for a particular purpose or non-
interfering. The entire risk as to the quality and performance of the Licensed
Software is borne by LICENSEE.

By way of example, but not limitation, EMBLEM makes no representations or
warranties of merchantability or fitness for any particular application or,
except as set forth in paragraph 8, that the use of the Software will not
infringe any patents, copyrights or trademarks or other rights of third
parties. The entire risk as to the quality and performance of the product is
borne by LICENSEE. EMBLEM shall not be liable for any liability or damages
with respect to any claim by LICENSEE or any third party on account of, or
arising from the license or use of the Software.

Should the Licensed Software prove defective in any respect, LICENSEE and not
LICENSOR or its affiliates should assume the entire cost of any service and
repair. This disclaimer of warranty constitutes an essential part of this
agreement. No use of the licensed product is authorized hereunder except under
this disclaimer.

In no event will LICENSOR or its affiliates be liable for any indirect,
special, incidental or consequential damages arising out of the use of or
inability to use the product, including, without limitation, damages for lost
profits, loss of goodwill, work stoppage, computer failure or malfunction, or
any and all other commercial damages or losses, even if advised of the
possibility thereof, and regardless of the legal or equitable theory
(contract, tort or otherwise) upon which the claim is based.

### 10\. Promotional Advertising and References

LICENSEE may not use the name "ATSAS" in its promotional advertising, product
literature, and other similar promotional materials to be disseminated to the
public or any portion thereof. LICENSEE agrees not to identify EMBL in any
promotional advertising or other promotional materials to be disseminated to
the public, or any portion thereof without EMBLEM's prior written consent.
LICENSEE agrees that any reference to the software for data analysis will cite
one or more publications as set forth in the manuals and in agreement with
common scientific practice. EMBLEM or EMBL shall not use LICENSEE's name in
publicity or advertising involving this Agreement or otherwise without
LICENSEE's prior written consent which may be withheld at LICENSEE's sole
discretion.

### 11\. Use of ATSAS Online

  1. 11.1. Users of ATSAS Online agree not to attempt to use any part of the EMBL computers, files or networks apart from through the service interfaces provided.
  2. 11.2. If any single Licensee (user) exploits ATSAS Online to a level that prevents, or looks set to prevent, the EMBL providing services to others, the EMBL may discontinue service to that user. The EMBL will then contact the user to discuss their needs and how (and if) these can be met.
  3. 11.3. For planning and scientific review purposes, EMBLEM/EMBL will keep records of usage. EMBLEM/EMBL may make information about the total volume of usage of ATSAS Online to third parties who supply the software or relevant other resources.
  4. 11.4. Logs of usage may also be maintained for the purposes of monitoring and improving ATSAS Online, and measuring the impact ATSAS Online has on the EMBLEM/EMBL resources. These logs will be kept in confidence and not made available for other purposes or to third parties.
  5. 11.5. EMBLEM/EMBL will make all reasonable effort to maintain continuity of ATSAS Online and provide adequate warning of any changes or discontinuities. However, the EMBLEM/EMBL accepts no responsibility for the consequences of any temporary or permanent discontinuity in service.
  6. 11.6. Licensee may not submit more than 50 jobs at a time. There are many people using ATSAS Online and a fair share policy has been implemented that allows us to block users that submit jobs in a manner that prevents others from using ATSAS Online. 

### 12\. Term

This Agreement and the license rights granted herein shall become effective as
of the date this Agreement is executed by both parties and shall be perpetual
unless terminated in accordance with this Section.

EMBLEM may terminate this Agreement at any time.

Either party may terminate this Agreement at any time effective upon the other
party's breach of any agreement, covenant, or representation made in this
Agreement, such breach remaining uncorrected sixty (60) days after written
notice thereof.

LICENSEE shall have the right, at any time, to terminate this Agreement
without cause by written notice to EMBLEM specifying the date of termination.

Upon termination, LICENSEE shall destroy all full and partial copies of the
Licensed Software and/or refrain from using the online available ATSAS suite
on the EMBL website.

### 13\. Governing Law

This Agreement shall be construed in accordance with the laws of Germany.

### 14\. General

The parties agree that this Agreement is the complete and exclusive agreement
among the parties and supersedes all proposals and prior agreements whether
written or oral, and all other communications among the parties relating to
the subject matter of this Agreement. This Agreement cannot be modified except
in writing and signed by both parties. Failure by either party at any time to
enforce any of the provisions of this Agreement shall not constitute a waiver
by such party of such provision nor in any way affect the validity of this
Agreement.

The invalidity of singular provisions does not affect the validity of the
entire understanding. The parties are obligated, however, to replace the
invalid provisions by a regulation which comes closest to the economic intent
of the invalid provision. The same shall apply mutatis mutandis in case of a
gap.

IN WITNESS WHEREOF, the LICENSEE hereto has caused this Agreement to be duly
executed on the date of the download of the software and by accepting the
license conditions by pressing the Acceptance button.