EzBioCloud

License Agreement for use of 16S database with QIIME/MOTHUR

For academic & not-for-profit research purposes only

Database version: 1.5      License period: 1 year

This agreement (“AGREEMENT”) is made between CJ Bioscience, Inc. with the principal address at [GRAND CENTRAL area B, 7F] 14, Sejong-daero, Jung-gu, Seoul, South Korea. CJ Bioscience, Inc. The AGREEMENT between (“CJ BIOSCIENCE”) and the licensee (“LICENSEE”) is in effect at the time (“EFFECTIVE DATE”) of when the 16S database (“DATABASE”) has completed downloading to the LICENSEE.

WHEREAS the LICENSEE desires to license the DATABASE, as defined hereinafter, and CJ BIOSCIENCE wishes to provide the DATABASE on the condition that it is utilized solely for public interests, grants the license to the LICENSEE under the following terms and conditions.

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

1. DEFINITIONS

DATABASE shall mean copyright of information, including the taxonomic hierarchy of nucleotides and/or amino acid sequences of biological molecules, collectively known as the EzBioCloud 16S database, and related documentation, if any, as they exist on the EFFECTIVE DATE and can be transferred from CJ BIOSCIENCE to the LICENSEE on the EFFECTIVE DATE.

2. LICENSE

2.1 Grant. Subject to the terms of this AGREEMENT, CJ BIOSCIENCE hereby grants to the LICENSEE the DATABASE, solely for academic and non-for-profit metagenomics research purposes, a non-exclusive, non-transferable license for download and LICENSEE-restricted utilization. 

The LICENSEE can utilize the DATABASE only in relation to data that is owned by the LICENSEE. The DATABASE is strictly prohibited for use the for data owned by users other than the LICENSEE. The LICENSEE may not provide analysis results using the DATABASE to other third party users unless these third party users from academic and non-profit institutions and currently engaged in metagenomics research. The LICENSEE cannot use the DATABASE for the purpose of diagnosing any type of diseases and/or symptoms.

2.2_Period. The LICENSEE can use the DATABASE for one year from the EFFECTIVE DATE. If LICENSEE wants to use the DATABASE after 1 year past the EFFECTIVE DATE, the LICENSEE shall submit a requisition form to extend the license.

2.3_No_Sublicensing_or_Additional_Rights. The LICENSEE shall not sublicense or distribute the DATABASE, in whole or in part, without prior written permission from CJ BIOSCIENCE. It is the responsibility of the LICENSEE to ensure that all of its users agree to the terms of this AGREEMENT. The LICENSEE further agrees that it shall not put the DATABASE on a network, server, or other similar technologies or networks that may be accessed by anyone other than the LICENSEE, its employees, users who have agreed to the terms of this AGREEMENT.

2.4 License_Limitations. Nothing in this AGREEMENT shall be construed to confer any rights upon the LICENSEE by implication, estoppel, or otherwise to any computer software, trademark, intellectual property, or patent rights of CJ BIOSCIENCE, or of any other entity, except as expressly granted herein. The LICENSEE agrees that the DATABASE, in whole or part, shall not be used for any for-profit  purposes, including without limitation, as the basis of a for-profit  software or hardware product or to provide services.

The LICENSEE further agrees that the DATABASE shall not be copied or otherwise adapted in order to circumvent the need for obtaining a license for use of the DATABASE.

3. OWNERSHIP OF INTELLECTUAL PROPERTY

The LICENSEE acknowledges that title to the DATABASE shall remain with CJ BIOSCIENCE. The DATABASE is marked with the following CJ BIOSCIENCE copyright notice and notice of attribution to contributors. The LICENSEE shall retain such notice on all copies. The LICENSEE agrees to include the appropriate attribution if any results obtained from use of the DATABASE are included in any publication.

Copyright 2010-2024 CJ Bioscience, Inc.

The LICENSEE shall not use any trademark or trade name of CJ BIOSCIENCE, or any variation, adaptation, or abbreviation of such marks or trade names, or any names of officers, faculty, students, employees, or agents of CJ BIOSCIENCE except as stated above for attribution purposes.

4. INDEMNIFICATION

The LICENSEE shall indemnify, defend, and hold harmless CJ BIOSCIENCE, and their respective officers, faculty, students, employees, associated investigators and agents, and their respective successors, heirs and assigns, (“INDEMNITEES”), against any liability, damage, loss, or expense (including reasonable attorneys fees and expenses) incurred by or imposed upon any of the INDEMNITEES in connection with any claims, suits, actions, demands, or judgments arising out of any theory of liability (including, without limitation, actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) pursuant to any right or license granted under this AGREEMENT.

5. NO REPRESENTATIONS OR WARRANTIES

The DATABASE is delivered as is. CJ BIOSCIENCE makes no representations or warranties of any kind concerning the program or the copyright, expressed or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, or the absence of latent or other defects, whether or not discoverable. CJ BIOSCIENCE extends no warranties of any kind as to database conformity with whatever user manuals or other literature may be issued from time to time. In no event shall CJ BIOSCIENCE or its respective directors, officers, employees, affiliated investigators, and affiliates be liable for incidental or consequential damages of any kind, including, without limitation, economic damages or injury to property and lost profits, regardless of whether CJ BIOSCIENCE shall be advised, shall have other reason to know, or in fact shall know of the possibility of the foregoing.

6. ASSIGNMENT

This AGREEMENT is personal to the LICENSEE and any rights or obligations assigned by the LICENSEE without the prior written consent of CJ BIOSCIENCE shall be null and void.

7. MISCELLANEOUS

7.1 Termination. The LICENSEE shall have the right to terminate this AGREEMENT for any reason upon prior written notice to CJ BIOSCIENCE. If the LICENSEE breaches any provision hereunder, and fails to cure such breach within fourteen (14) days, CJ BIOSCIENCE may terminate this AGREEMENT immediately. Upon termination, the LICENSEE shall provide CJ BIOSCIENCE with written assurance that the transferred copy of the DATABASE has been destroyed.

7.2 Survival. This AGREEMENT shall survive the expiration or termination of this AGREEMENT.

7.3 Notice. Any notices under this AGREEMENT shall be in writing, shall specifically refer to this AGREEMENT, and shall be sent by hand, recognized national overnight courier, confirmed facsimile transmission, confirmed electronic mail, or registered or certified mail, postage prepaid, return receipt requested. All notices under this AGREEMENT shall be deemed effective upon receipt.

7.4 Amendment_and_Waiver;_Entire_AGREEMENT. This AGREEMENT may be amended, supplemented, or otherwise modified only by means of a written instrument signed by all parties. Any waiver of any rights or failure to act in a specific instance shall relate only to such instance and shall not be construed as an AGREEMENT to waive any rights or fail to act in any other instance, whether or not similar. This AGREEMENT constitutes the entire AGREEMENT among the parties with respect to its subject matter and supersedes prior agreements or understandings between the parties relating to its subject matter.

7.5 Binding_Effect;_Headings. This AGREEMENT shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. All headings are for convenience only and shall not affect the meaning of any provision of this AGREEMENT.