LICENSE AGREEMENT FOR TCI/NBO SOFTWARE

Important – Read carefully!

The TCI/NBO License Agreement (the License Agreement) is a legal agreement between the individual or institution designated on the TCI/NBO Order Form (the Licensee), and TCI/NBO (the Licensor). The software products (the Program) covered by this License Agreement are the version(s) of the NBO software specified by the Licensee in the TCI/NBO Order Form, any upgrades to the version of the Programs so specified, and associated documentation.

By submitting the TCI/NBO Order Form, and downloading the Program, Licensee agrees to be bound by the terms of this License Agreement.

1. THE PROGRAM. Subject to the terms of this License Agreement, Licensor grants Licensee a non-exclusive, royalty-free license to the Program, which is owned by the Licensor and to which the Licensor holds the copyright. The Program is protected by copyright laws of the United States of America and international copyright treaties, as well as other intellectual property laws and treaties. The Program is licensed, not sold.

2. INDIVIDUAL, SITE, AND ENTERPRISE-WIDE LICENSES. Licensee may purchase licenses at the individual, site, or enterprise-wide level. For individual and site licenses, the Responsible Individual identified in the TCI/NBO Order Form is required to have direct or administrative control over all machines on which the Program has been installed. Thus, the leader of a research group designed as the Responsible Individual on the TCI/NBO Order Form can obtain an Individual License for multiple machines in a research cluster if they are all under the control of the Responsible Individual. However, use of the Program by an academic department or campus-wide computer center requires a Site License, under the administrative control of the network administrator of the department or center who is identified as the Responsible Individual on the TCI/NBO Order Form. For enterprise-wide licenses, the Authorized Company or Institutional Signatory must have procurement authority on behalf of the Licensee’s entire organization, and be able to affirm all terms of this License Agreement on behalf of the company or institution. 3. COPIES. The Program is delivered without copy protection, but the Licensee shall not, either in part or in whole, copy, modify or transfer the Program. The Licensee shall not sublease, transfer or otherwise make available its rights and obligations as set out in this License Agreement, except in the case that substantially all of the business assets of an institutional licensee are acquired by a different entity.

4. TERM OF AGREEMENT. This License Agreement takes effect at the time the Program is downloaded by Licensee, and continues indefinitely unless terminated as a result of material breach of these terms by the Licensee.

5. DUTIES AND RESPONSIBILITIES OF THE LICENSEE. Licensees are themselves responsible for the installation of the Program. The entire risk as to the reliability and accuracy of the Program rests with the Licensee. The Licensee may not reverse engineer, decompile, or disassemble the Program, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

6. DISCLAIMER OF WARRANTIES. The Program is an experimental tool made available as a service to the scientific community. Accordingly, THE LICENSOR DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT. The Licensor shall have no liability for losses or damages of any kind, including special, indirect or consequential damages resulting from the Licensee’s use of the Program.

7. SUPPORT. This Program comes with limited support. The support comprises free e-mail consultations, on an “as able” basis, about the Program and its uses.

8. BREACH OF AGREEMENT. If Licensee breaches any of the material terms and conditions of this License Agreement, and such breach is not remedied to Licensor’s satisfaction within 30 days following notice of such breach, this License Agreement shall terminate and Licensee shall immediately cease any use of the Program and delete all copies of the Program in its possession, in addition to any other legal or equitable remedies which may be available to Licensor.

9. DISPUTES. Unless specifically prohibited by the laws applicable to an institutional Licensee which is a unit of a state or local government, disputes arising from or in any way connected to this License Agreement or other agreements deriving from this agreement shall be exclusively settled by binding arbitration in accordance with the rules of the American Arbitration Association in Madison, Wisconsin, USA, and the arbitration award shall be enforced by any court of competent jurisdiction. Any arbitration award that provides a monetary award to Licensee must be submitted to the State Claims Board of the State of Wisconsin for payment.

10. FORCE MAJEURE/ACTS OF GOD. If either party is unable to fulfill their obligations under this License Agreement due to unanticipated circumstances beyond their reasonable control such as natural catastrophes, strikes or civil unrest, such party shall be excused from performance without penalty for so long as the Force Majeure/Act of God conditions continue.

11. ELECTRONIC SIGNATURE. Licensee expressly consents to executing this License Agreement by electronic signature, which shall be valid and binding on Licensee.