SOFTWARE RESEARCH LICENSE


I.    DEFINITIONS.

"Licensee" means You and any other party that has entered into and has in effect a version of this License.

"Modifications" means any (a) change or addition to the Technology or (b) new source or object code implementing any portion of the Technology.

"Yissum" means Yissum Research Development Company Of The Hebrew University of Jerusalem Ltd., its successors and assignees.

"Research Use" means research, evaluation, or development for the purpose of advancing knowledge, teaching, learning, or customizing the Technology or Modifications for personal use. Research Use expressly excludes use or distribution for direct or indirect commercial (including strategic) gain or advantage.

"Technology" means the source code, object code and specifications of the technology made available by Yissum pursuant to this License.

"Technology Site" means the website designated for accessing the Technology.

"You" means the individual executing this License or the legal entity or entities represented by the individual executing this License.

II.     PURPOSE.

Yissum is licensing the Technology under this Software Research License (the "License") to promote research, education, innovation, and development
using the Technology.  

COMMERCIAL USE AND DISTRIBUTION OF TECHNOLOGY AND MODIFICATIONS IS
PERMITTED ONLY UNDER A YISSUM COMMERCIAL LICENSE.

III.     RESEARCH USE RIGHTS.

A.    License Grant. Subject to the conditions contained herein, Yissum grants to You a non-exclusive, non-transferable, worldwide, and royalty-free license to do the following for Your Research Use only:

1.    Reproduce, create Modifications of, and use the Technology alone, or with Modifications;

2.    Share source code of the Technology alone, or with Modifications, with other Licensees; and

3.    Distribute object code of the Technology, alone, or with Modifications, to any third parties for Research Use only, under a license of Your choice that is consistent with this License; and publish papers and books discussing the Technology which may include relevant excerpts that do not in the aggregate constitute a significant portion of the Technology.

B.     Residual Rights. You may use any information in intangible form that you remember after accessing the Technology, except when such use violates Yissum's copyrights or patent rights.

C.    No Implied Licenses.  Other than the rights granted herein, Yissum retains all rights, title, and interest in Technology, and You retain all rights, title, and interest in Your Modifications and associated specifications, subject to the terms of this License.

D.    Open Source Licenses.  Portions of the Technology may be provided with notices and open source licenses from open source communities and third parties that govern the use of those portions, and any licenses granted hereunder do not alter any rights and obligations you may have under such open source licenses, however, the disclaimer of warranty and
limitation of liability provisions in this License will apply to all Technology in this distribution.

IV.    INTELLECTUAL PROPERTY REQUIREMENTS

As a condition to Your License, You agree to comply with the following restrictions and responsibilities:

A.    License and Copyright Notices. You must include a copy of this Software Research License in a Readme file for any Technology or Modifications you distribute. You must also include the following statement, "Use and distribution of this technology is subject to the
"Software Research License included herein", (a) once prominently in the source code tree and/or specifications for Your source code distributions, and (b) once in the same file as Your copyright or proprietary notices for Your binary code distributions. You must cause any files containing Your Modification to carry prominent notice stating that You changed the files. You must not remove or alter any copyright or other proprietary notices in the Technology.

B.    Licensee Exchanges.    Any Technology and Modifications You receive from any Licensee are governed by this License.

V.    GENERAL TERMS.

A.    Disclaimer Of Warranties.

THE TECHNOLOGY IS PROVIDED "AS IS", WITHOUT WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT
THE TECHNOLOGY IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR
PURPOSE, OR NON-INFRINGING OF THIRD PARTY RIGHTS.  YOU AGREE THAT YOU
BEAR THE ENTIRE RISK IN CONNECTION WITH YOUR USE AND DISTRIBUTION OF ANY
AND ALL TECHNOLOGY UNDER THIS LICENSE.

B.    Infringement; Limitation Of Liability.

1.    If any portion of, or functionality implemented by, the Technology becomes the subject of a claim or threatened claim of infringement ("Affected Materials"), Yissum may, in its unrestricted discretion, suspend Your rights to use and distribute the Affected Materials under this License. Such suspension of rights will be effective immediately upon the posting of notice of suspension on the Technology Site.

2.    IN NO EVENT WILL YISSUM BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR
ARISING OUT OF THIS LICENSE (INCLUDING, WITHOUT LIMITATION, LOSS OF
PROFITS, USE, DATA, OR ECONOMIC ADVANTAGE OF ANY SORT), HOWEVER IT
ARISES AND ON ANY THEORY OF LIABILITY (including negligence), WHETHER OR
NOT YISSUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  LIABILITY
UNDER THIS SECTION V.B.2 SHALL BE SO LIMITED AND EXCLUDED,
NOTWITHSTANDING FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.

C.     Termination.

1.    You may terminate this License at any time by notifying Yissum in writing.

2.    All Your rights will terminate under this License if You fail to comply with any of its material terms or conditions and do not cure such failure within thirty (30) days after becoming aware of such noncompliance.

3.    Upon termination, You must discontinue all uses and distribution of the Technology, and all provisions of this Section V ("General Terms") shall survive termination.

D.     Miscellaneous.

1.    Use of Names. Except as expressly provided in this License, You may not use the names of Yissum or the Hebrew University of Jerusalem except for the limited purpose of identifying the source of the Technology.

2.    Integration.  This License represents the complete agreement of the parties concerning the subject matter hereof.

3.    Severability.  If any provision of this License is held unenforceable, such provision shall be reformed to the extent necessary to make it enforceable unless to do so would defeat the intent of the parties, in which case, this License shall terminate.

4.    Governing Law.  This License is governed by the laws of the State of Israel as applied to contracts entered into and performed in Israel between Israeli residents. In no event shall this License be construed against the drafter.

5.    Export Control.   You agree to comply with all relevant export controls and trade laws of that apply to Technology and Modifications.