Globus Connect Community Source Code License Agreement

Version 1.0, April 2018

PLEASE READ THIS AGREEMENT (THE “AGREEMENT”) CAREFULLY. BY DOWNLOADING OR USING ALL OR ANY PORTION OF THE GLOBUS CONNECT SOURCE CODE (AS DEFINED BELOW), YOU AND THE ORGANIZATION YOU REPRESENT (HEREINAFTER “CUSTOMER” OR “YOU”) ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU OR THE ORGANIZATION YOU REPRESENT. THIS AGREEMENT IS AN ENFORCEABLE AGREEMENT BETWEEN THE UNIVERSITY OF CHICAGO (THE “PROVIDER”) AND YOU OR THE ORGANIZATION YOU REPRESENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU OR THE ORGANIZATION YOU REPRESENT MAY NOT DOWNLOAD OR USE THE GLOBUS CONNECT SOURCE CODE.

THE PROVIDER MAY MODIFY THESE TERMS OR ANY ADDITIONAL TERMS THAT APPLY TO THE GLOBUS CONNECT SOURCE CODE, GLOBUS SERVICE OR THE GLOBUS CONNECT SOFTWARE (EACH AS DEFINED BELOW) TO, FOR EXAMPLE, REFLECT CHANGES TO THE LAW OR CHANGES TO THE GLOBUS SERVICE OR GLOBUS CONNECT SOFTWARE OR FOR ANY OTHER REASON. YOU SHOULD LOOK AT THE TERMS REGULARLY. PROVIDER WILL POST NOTICE OF MODIFICATIONS TO THESE TERMS ON WWW.GLOBUS.ORG/LEGAL. BY CONTINUING TO USE THE GLOBUS CONNECT SOURCE CODE OR THE GLOBUS CONNECT SOFTWARE AFTER THE REVISIONS COME INTO EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS.

Definitions.

“Modification” means any improvement, bug fix, error correction, embedded commenting, enhancement, extension, rewrite, edit, addition to, deletion from, derivative work, or other modification to the Globus Connect Source Code.

“Globus Connect Software” means computer software provided by Provider to Customer in connection with the Services. Globus Connect Software includes the following software modules, to the extent provided by Provider to Customer: (i) Globus Connect Server versions 5 and later; and (ii) any version of Globus Connect Personal.

“Globus Connect Source Code” means all or any portion of the source code for the Globus Connect Software.

“Globus Service” means Provider’s provision of its cloud-based service known as Globus that facilitates research data management and analysis.

Grant of License. Subject to the terms and conditions of this Agreement, Provider hereby grants to You a limited, worldwide, non-exclusive, no-charge, royalty-free, non-transferable, non-sublicensable license during the term of this Agreement to: (i) copy the Globus Connect Source Code; (ii) create Modifications; and (iii) compile, use, and run the Globus Connect Source Code and any Modifications solely in connection with the Globus Service. You may not use the Globus Connect Source Code, any Modifications, or the Globus Connect Software other than in connection with your use of the Globus Service. All rights not expressly granted in this Agreement are reserved by Provider.
License Back. You hereby grant Provider a worldwide, non-exclusive, perpetual, irrevocable, no-charge, royalty-free, fully transferable, and fully sublicensable license to: (i) copy, create derivative works of, distribute, perform, and display Your Modifications (and derivative works thereof); and (ii) make, have made, use, sell, offer to sell, import, and otherwise transfer and exploit Your Modifications (and derivative works thereof), including as part of or as incorporated into current or future editions of the Globus Connect Software. If You use such Modifications with the Globus Service or You provide such Modifications to any other person or entity, You will promptly deliver to Provider the source code for any such Modifications (together with all associated or embedded comments and commentary) in an electronic format reasonably satisfactory to Provider.
Ownership. The Globus Connect Source Code and the Globus Connect Software and all rights therein are the property of and are owned by the Provider. The Globus Connect Source Code and the Globus Connect Software and the structure and organization of the Globus Connect Source Code and the Globus Connect Software are the valuable trade secrets and confidential information of Provider. You will not disclose such trade secrets or confidential information to any other person or entity without the prior express written consent of Provider, which consent may be withheld or denied in Provider’s sole discretion; provided, however, that you may discuss the Globus Connect Source Code and the Globus Connect Software with other persons or entities that are parties to a Globus Connect Source Code License. Except as expressly stated herein, this agreement does not grant You any intellectual property rights in the Globus Connect Source Code or the Globus Connect Software.
Trademarks. This License does not grant permission to use the names, trademarks, service marks, or product names of Provider, including the name “Globus” and any logos, symbols, or other trademarks related to the Globus Service.
Representations. You represent that You are legally entitled to grant the rights and licenses set forth in this Agreement.
Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Provider provides the Globus Connect Source Code and the Globus Connect Software on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using the Globus Connect Source Code, Globus Connect Software, and the Globus Services and assume any risks associated with Your exercise of permissions under this Agreement.
Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall Provider be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Globus Connect Source Code or the Globus Connect Software (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if Provider has been advised of the possibility of such damages.
Export Restrictions. You will not export the Globus Connect Source Code or the Globus Connect Software in violation of any applicable laws or regulations or use or permit the Globus Connect Source Code or the Globus Connect Software to be used in violation thereof
Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its rules of conflict of laws. Application of the U.N. Convention on Contracts for the International Sale of Goods is hereby excluded. The parties agree that all actions and proceedings arising out of or related to this Agreement shall be brought only in a state or federal court located in Cook County, Illinois, and the parties hereby consent to such venue and to the jurisdiction of such courts over the subject matter of such proceeding and themselves.
Termination. The Provider may, at any time, terminate your rights to copy, make Modifications, and use and access the Globus Connect Source Code or the Globus Connect Software if: (a) you breach any provision of this Agreement or any other agreement between you and Provider; (b) Provider is required to do so by applicable law, as determined by Provider in its sole discretion; (c) Provider elects to discontinue the Globus Services or the Globus Connect Software, in whole or in part; (d) your license to the Globus Services terminates or expires for any reason; or (e) for any other reason or no reason.
Assignment. You may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, in whole or in part, without our written consent. Any such assignment or transfer is void.