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LICENSE.txt
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YHAPLO LICENSE
Copyright (c) 2016, 23ANDME, INC. All rights reserved.
Redistribution and use in source and binary forms are permitted, provided that the
above copyright notice and the License Agreement (LICENSE.txt, which is distributed
with the source code) are duplicated in all such forms and that any documentation,
advertising materials, and other materials related to such distribution and use
acknowledge that the Yhaplo™ Software was developed by 23andMe, Inc. The name of
23andMe, Inc. may not be used to endorse or promote products derived from this
software without specific prior written permission. THIS SOFTWARE IS PROVIDED "AS IS"
AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
NON-EXCLUSIVE LICENSE AGREEMENT
This Agreement (the "License Agreement") is made and is effective as of the date when
Licensee (as defined below) exercises the Licensed Rights with respect to the Licensed
Materials (as both terms are defined below). By exercising the Licensed Rights, Licensee
accepts and agrees to be bound by the terms and conditions of this License Agreement.
Licensee is granted the Licensed Rights in consideration of Licensee's acceptance of
these terms and conditions. The Licensed Rights in the Licensed Materials are granted
by 23ndMe, Inc. Delaware corporation having a principal place of business at 899 West
Evelyn Avenue, Mountain View, CA 94041 ("23andMe") subject to the terms of this
License Agreement.
IF YOU ARE EXERCISING THE LICENSED RIGHTS FOR NON-COMMERCIAL RESEARCH PURPOSES AND ON
BEHALF OF (i) AN ACADEMIC INSTITUTION, (ii) A NOT-FOR-PROFIT INSTITUTION, OR (iii)
YOURSELF, AS AN INDIVIDUAL, AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE
AGREEMENT, YOU MAY DOWNLOAD OR OTHERWISE USE THE LICENSED MATERIALS AS SET FORTH IN THIS
LICENSE AGREEMENT. OTHERWISE, 23ANDME DOES NOT GRANT YOU A LICENSE TO THE LICENSED
MATERIALS.
1. Definitions. In addition to the definitions appearing elsewhere in this
Agreement, when used in this Agreement (or its exhibits) the following terms shall
have the following meanings:
a. "Derivative Work(s)" shall mean any revision, enhancement, modification,
translation, abridgement, condensation, or expansion created by Licensee for
internal purposes that is based upon the Licensed Materials or a portion
thereof that would be a copyright infringement if prepared without the
authorization of 23andMe or used for redistribution of the Licensed Materials
outside Licensee's Institution.
b. "Institution" means an academic or not-for-profit institution performing bona-
fide non-commercial research on the field of biotechnology.
c. "Licensed Materials" means the Yhaplo™ Software, including the associated
White Paper, Manual, and any additional documentation.
d. "Licensed Rights" means the non-exclusive rights to download, use, access,
copy or modify the Licensed Materials for non-commercial research purposes
and subject to the terms and conditions of this License.
e. "Licensee" means (i) the Institution exercising the Licensed Rights in the
Licensed Materials under this License. For the sake of clarity, the Agreement
applies to the Institution and the individual(s) employed by, affiliated with, or
enrolled at, an Institution, who exercise(s) the Licensed Rights on behalf of
such Institution; or (ii) an individual exercising the Licensed Rights in the
Licensed Materials on behalf of himself or herself exclusively for Non-Commercial
Research.
f. "Licensor" means 23andMe, Inc.
g. "Non-Commercial Research" means bona-fide research on the field of
biotechnology (i) primarily intended to generate new knowledge and
understanding using scientific methods; (ii) conducted to publish the research
findings and share the derived data in the scientific community; (iii) conducted
in accordance with applicable laws, regulations and ethical requirements; and
(iv) not intended for, or directed towards, commercial advantage or monetary
compensation.
2. Scope of Licensed Rights.
a. License grant. Subject to the terms and conditions of this Agreement,
23andMe hereby grants Licensee a worldwide, royalty-free, non-sublicensable,
non-exclusive, irrevocable license to exercise the Licensed Rights in the
Licensed Materials to:
(i) Use and reproduce the Licensed Materials, in whole or in part, for
internal Non-Commercial Research purposes only; and
(ii) produce, reproduce, and create Derivative Works for internal
Non-Commercial Research purposes only.
b. License Term. The term of the License under this Agreement is specified in
Section 6(a).
c. Downstream recipients.
(i) Additional offer from 23andMe; Derivative Works. If Licensee modifies
the Licensed Materials, every recipient of the Licensed Materials, as
modified per Licensee's contributions automatically receives an offer from
23andMe to exercise the Licensed Rights in the Licensed Materials under the
conditions of the license that Licensee applies to their contributions to
the Licensed Materials ("Derivative Work License"), provided that any
Derivative Work License must be solely used internally, for Non-Commercial
Research purposes only and must be substantially similar to the Licensed
Rights granted under this Agreement.
(ii) No downstream restrictions. Licensee may not offer or impose any
additional or different terms or conditions on, or apply any technological
measures to, the Licensed Materials (when shared internally) if doing so
restricts exercise of the Licensed Rights by a recipient of the Licensed
Material.
d. No endorsement. Nothing in this License constitutes or may be construed as
permission to assert or imply that Licensee is, or that Licensee's use of the
Licensed Materials is, connected with, or sponsored, endorsed, or granted
official status by, 23andMe or others designated to receive attribution as
provided in Section 3(a)(i)(A).
e. Other rights.
(i) Moral rights, such as the right of integrity, are not licensed under this
License, nor are publicity, privacy, and/or other similar personality
rights; however, to the extent possible, 23andMe waives and/or agrees not
to assert any such rights held by 23andMe to the limited extent necessary
to allow Licensee to exercise the Licensed Rights, but not otherwise.
(ii) Patent and trademark rights are not licensed under this License.
(iii) 23andMe expressly reserves any right to collect royalties and/or exercise
any legal or equitable remedy available to it when the Licensed Materials
are used other than for Non-Commercial Research purposes or otherwise
beyond the scope of rights granted under this License Agreement.
3. License Conditions. Licensee's exercise of the Licensed Rights is expressly
made subject to the following conditions.
a. Attribution.
(i) Licensee may share the Licensed Materials internally (including in
modified form), provided that Licensee must:
A. Retain the following if it is supplied by 23andMe with the Licensed
Material:
a. Identification of 23andMe as creator of the Licensed Materials in
the manner requested by 23andMe;
b. A copyright notice;
c. A notice that refers to the file where this License Agreement is
made available or a link to this License Agreement;
d. A notice that refers to the disclaimer of warranties;
e. A URI or hyperlink to the Licensed Materials to the extent
reasonably practicable;
B. Indicate if Licensee modified the Licensed Material and retain an
indication of any previous modifications; and
C. Indicate the Licensed Materials are licensed under this Agreement, and
include the text of, or the URI or hyperlink to, this License Agreement.
(ii) Licensee may satisfy the conditions in this Section 3(a) in any reasonable
manner based on the medium, means, and context in which Licensee shares
the Licensed Material. For example, it may be reasonable to satisfy the
conditions by providing a URI or hyperlink to a resource that includes the
required information.
(iii) If requested by 23andMe, Licensee must remove any of the information
required by Section 3(a) to the extent reasonably practicable.
b. No Redistribution or Sharing. In addition to the conditions in Section
3(a) if Licensee modifies the Licensed Materials, such modifications may
only be used for internal purposes and not for distribution. The Licensed
Materials may not be used for redistribution purposes and any individual or
institution interested in obtaining Licensed Rights in the Licensed
Materials should be directed to 23andMe.
4. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.
a. UNLESS OTHERWISE SEPARATELY UNDERTAKEN BY 23ANDME, TO THE
EXTENT POSSIBLE, 23ANDME OFFERS THE LICENSED MATERIALS AS-IS AND
AS-AVAILABLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY
KIND CONCERNING THE LICENSED MATERIALS, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHER. THIS INCLUDES, WITHOUT LIMITATION,
WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT, ABSENCE OF LATENT OR OTHER DEFECTS,
ACCURACY, OR THE PRESENCE OR ABSENCE OF ERRORS, WHETHER OR NOT
KNOWN OR DISCOVERABLE. WHERE DISCLAIMERS OF WARRANTIES ARE NOT
ALLOWED IN FULL OR IN PART, THIS DISCLAIMER MAY NOT APPLY TO
LICENSEE.
b. TO THE EXTENT POSSIBLE, IN NO EVENT WILL 23ANDME BE LIABLE TO
LICENSEE OR TO ANY THIRD PARTY ON ANY LEGAL THEORY (INCLUDING,
WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE FOR ANY DIRECT,
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY,
OR OTHER LOSSES, COSTS, EXPENSES, OR DAMAGES ARISING OUT OF THIS
LICENSE AGREEMENT OR USE OF THE LICENSED MATERIALS, EVEN IF
23ANDME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, COSTS,
EXPENSES, OR DAMAGES. WHERE A LIMITATION OF LIABILITY IS NOT
ALLOWED IN FULL OR IN PART, THIS LIMITATION MAY NOT APPLY TO
LICENSEE.
c. The disclaimer of warranties and limitation of liability provided above shall be
interpreted in a manner that, to the extent possible, most closely
approximates an absolute disclaimer and waiver of all liability.
5. Term and Termination.
a. The License Rights to the Licensed Materials will apply for the term of the
copyrights licensed under the Agreement. However, if Licensee fails to comply
with this License, then Licensee's rights under this License Agreement
terminate automatically.
b. Where Licensee's right to use the Licensed Material has terminated under
Section 5(a), it may be reinstated: (i) Automatically as of the date the
violation is cured, provided it is cured within fifteen (15) days of Licensee's
discovery of the violation; or (ii) Upon express reinstatement by 23andMe. For
clarity, this Section 5 does not affect any right 23andMe may have to seek any
remedies available at law or equity for Licensee's violations of this License
Agreement.
c. 23andMe reserves the right to (i) offer the Licensed Materials under separate
terms or conditions or (ii) stop distributing the Licensed Materials at any time;
however, doing so will not terminate the License Rights granted herein.
d. Sections 1, 4, 5, 6, and 7 survive termination of this License Agreement.
6. Other Terms and Conditions. By exercising the Licensed Rights, Licensee
understands and agrees that this License Agreement (and any dispute, controversy,
proceedings or claim of whatever nature arising out of this Agreement or its
formation) shall be construed, interpreted and governed by the laws of the State of
California and shall be subject to the exclusive jurisdiction of the California
Courts. 23andMe shall not be bound by any additional or different terms or conditions
communicated by Licensee unless expressly agreed in a writing executed by an
authorized officer. Nothing in this Agreement shall operate to transfer to Licensee
any intellectual property rights relating to the Licensed Materials. Any
arrangements, understandings, or agreements regarding the Licensed Material not
stated herein are separate from and independent of the terms and conditions of this
License Agreement.
7. Interpretation. To the extent possible, if any provision of this License is
deemed unenforceable, it shall be automatically reformed to the minimum extent
necessary to make it enforceable. If the provision cannot be reformed, it shall be
severed from this License without affecting the enforceability of the remaining terms
and conditions. No term or condition of this License will be waived and no failure to
comply consented to unless expressly agreed to by 23andMe. Nothing in this License
constitutes or may be interpreted as a limitation upon, or waiver of, any privileges
and immunities that apply to 23andMe or Licensee, including from the legal processes
of any jurisdiction or authority.
End of License Agreement