SPOKE CLOUD Terms & Conditions
Scalable Precision Medicine Oriented Knowledge Engine Commercial Enterprise License
Carefully read the following terms and conditions before using a commercial license for the SPOKE knowledge network. By using a commercial license for the SPOKE knowledge network, you indicate that you understand and agree to comply with the terms and conditions of the Enterprise License.
1. This commercial use license (“Enterprise License”) forms a legally binding contract between Mate Bioservices, having its offices at 222 Swallowtail Ct. Brisbane, California 94005 U.S.A (“Provider”), and ________________________, having its offices at ____________________________________________ (“Recipient”) .
2. Ownership. The Scalable Precision Medicine Oriented Knowledge Engine, a knowledge network known as “SPOKE,” was developed by the research team of Sergio Baranzini, PhD, at the University of California, San Francisco with support from the National Science Foundation. Provider is and will remain the owner of certain copyrights and other intellectual property rights in SPOKE, exclusive of Third Party Resources (defined below), and all rights therein are reserved. Provider makes no representation or warranty as to Third Party Resources.
3. Licensed Use. Subject to the terms and conditions of this Enterprise License and compliance with them, Provider licenses Recipient to access and use SPOKE only for its own internal research purposes (including, without limitation, research and development collaborations with third parties, provided that Recipient remains compliant with paragraph 11 hereof) and internal applications, and for no other purpose.
4. Restrictions. Recipient agrees not to make available SPOKE, or any technical information or specifications, source and object code, or data format in or associated with it, or any derivative works for Commercial Purposes (defined below). Recipient agrees not to reverse engineer, modify, copy, decompile, or create any derivative works of SPOKE or any portion of it or to alter or remove any copyright, trademark, or other proprietary notices provided on or in connection with SPOKE.
Commercial Purposes means use in connection with the sale, lease, license, or other transfer of services or any profit-making purpose. Commercial Purposes also includes use in connection with contract research, to produce or manufacture products for general sale, or to conduct research activities that result in any sale, lease, license, or transfer of the results of use to a for-profit organization. However, industrially sponsored academic research shall not be considered a use for Commercial Purposes per se, unless any of the above conditions of this definition are met.
5. Safeguards. Recipient agrees to comply with all applicable electronic security policies and requirements in connection with any access or use of SPOKE or any portion of it. Recipient agrees to implement reasonable administrative, physical and technical safeguards to protect the confidentiality, integrity, and non-infringement of SPOKE or any data arising from it.
6. Disclaimers and Liabilities.
SPOKE IS PROVIDED "AS IS." PROVIDER MAKES NO WARRANTIES AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. PROVIDER ALSO DISCLAIMS ANY IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE, THAT SPOKE OR ANY USE OF IT WILL NOT INFRINGE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT (INCLUDING DUE TO THE USE OF OPEN SOURCE CODE OR THIRD PARTY RESOURCES). PROVIDER FURTHER DISCLAIMS THAT SPOKE IS FREE FROM HARMFUL OR INVASIVE CODE OR COMPONENTS.
Except to the extent prohibited by law, Recipient assumes all liability for damages which may arise from its access to and use of SPOKE or any data arising from it. PROVIDER WILL NOT BE LIABLE TO THE RECIPIENT FOR ANY LOSS, CLAIM, OR DEMAND MADE BY THE RECIPIENT, OR MADE AGAINST THE RECIPIENT BY ANY OTHER PERSON OR ENTITY, DUE TO OR ARISING FROM THE USE OF SPOKE BY RECIPIENT, EXCEPT TO THE EXTENT PERMITTED BY LAW WHEN CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PROVIDER. TO THE MAXIMUM PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE PROVIDER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING OUT OF USE OF SPOKE IN CONNECTION WITH HUMAN SUBJECT RESEARCH OR USE; PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF SPOKE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
7. Termination. This Enterprise License will terminate on the earliest of the following dates: (a) one year after receipt of license, unless the license is renewed; (b) on 30 days written notice by either party to the other; or (c) upon notice from Provider for breach of this Enterprise License or for cause such as an imminent health risk or patent infringement. If Provider terminates this Enterprise License other than for breach or for cause, Provider will (upon request from the Recipient) negotiate in good faith with Recipient to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of SPOKE and delete all SPOKE content.
8. Amendment. Provider may from time to time amend the terms and conditions of this Enterprise License by electronic notice on Mate Bioservices site or other reasonable notice. Recipient’s continued access or use of SPOKE indicates Recipient’s acceptance of any modified terms.
9. Additional Licenses. Requests to use SPOKE or any portion of it outside the scope of this Enterprise License should be directed to Chief Executive Officer, Mate Bioservices.
10. Mutual confidentiality. Provider may collect information on the Recipient’s queries for troubleshooting the Recipient’s issues and security purposes. For troubleshooting, query logs may be opened by the Provider at the request of the User. For security, the Provider may analyze IP addresses and query run times to identify potential threats or violations of the terms and conditions. If a query has been flagged as a security risk, it will be viewed by the Provider. The Provider may contact the User regarding the flagged query. This information is confidential and can’t be used by the Provider for any other purpose.
11. Data sharing exceptions. The Recipient may share subgraphs of SPOKE, with less than 500 nodes, only if (i) the Recipient is presenting results in an internal company presentation, (ii) the Recipient is presenting results in an external company presentation, (iii) the Recipient’s results are evidence for patent filing, (iv) the Recipient is discussing the results with a collaborator. In the event any of items (i), (ii), (iii), or (iv), the Recipient must display the Mate Bioservices’ logo and name. Any event that falls outside of these items must be preapproved by the Provider. Requests for data sharing exceptions should be directed to Chief Executive Officer, Mate Bioservices.