This is a legal agreement (hereinafter referred to as the AGREEMENT) between you (hereinafter referred to as the LICENSEE) and the University of Zurich, Rämistrasse 71, CH-8006 Zürich (hereinafter referred to as UZH) pertaining to the right to use the software product “Zurich Neurosurgical Toolkit” (hereinafter referred to as “SOFTWARE”) for academic, non- commercial purposes only. By downloading or using the SOFTWARE you acknowledge that you have read the AGREEMENT, understand it and agree to be bound by its terms and conditions.
LICENSE TERMS
Introduction
(i) UZH has developed the SOFTWARE under the lead of Dr. phil Victor Egon Staartjes (hereinafter referred to as the PRINCIPAL INVESTIGATOR). SOFTWARE means the collection of computer code in all forms including, without limitation, both source code and binary code.
(ii) LICENSEE wishes to obtain a non-exclusive, non-transferable and royalty-free license of the SOFTWARE for academic, non-commercial purposes only as specified in this AGREEMENT.
In consideration of the above premises LICENSEE agrees as follows:
1. Grant/Scope of License
1.1 UZH hereby grants to LICENSEE a non-exclusive, non-transferable, royalty-free license to use the SOFTWARE for internal academic, non- commercial purposes only.
1.2 UZH will not provide any services or support in connection with the SOFTWARE or technical support within the scope of this AGREEMENT.
2. Permitted Use and Restrictions
2.1 LICENSEE agrees that it will use the SOFTWARE, and any modifications, improvements, or derivatives to SOFTWARE that LICENSEE may create (collectively, “IMPROVEMENTS”) solely for its own internal, academic, non-commercial purposes. The terms “academic, non-commercial”, as used in this Agreement, mean academic or other scholarly research which (a) is not undertaken for any direct or indirect for-profit purposes, and (b) is not intended to produce works, services, or data for commercial use.
2.2 The sale, lease or rental of any portion of the SOFTWARE or any IMPROVEMENTS and/or the use of any portion of the SOFTWARE or any IMPROVEMENTS in any service or good sold or otherwise made available to third parties is strictly prohibited. LICENSEE further agrees not to use any portion of the SOFTWARE or of any IMPROVEMENTS in any machine-readable form outside the SOFTWARE, nor to make any copies except for its internal use, without prior written consent of LICENSOR.
2.3 LICENSEE shall not sub-license, distribute, transfer, disclose or make available the SOFTWARE or any IMPROVEMENTS in whole or in part to another research group of the LICENSEE or to any third party without prior written permission from PRINCIPAL INVESTIGATOR (please submit inquiries by Email).
3. Warranty Disclaimer
3.1 THE SOFTWARE IS PROVIDED “AS IS” AND UZH MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. BY WAY OF EXAMPLE, BUT WITHOUT LIMITATION, UZH MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTIBILY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE USE OF THE SOFTWARE OR DOCUMENTATION WILL NOT INFRINGE ANY THIRD PARTY’S PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. FURTHERMORE, UZH DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCCURACY, RELIABILITY, OR OTHERWISE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. UZH WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, OR ANY OTHER RELIEF, OR FOR ANY CLAIM BY ANY THIRD PARTY, ARISING FROM THE USE OF THE SOFTWARE.
3.2 The LICENSEE expressly acknowledges and agrees that the use of the SOFTWARE is at LICENSEE’s sole risk and to hold harmless and indemnify UZH, and its affiliates, employees or partners, from and against any third party claim arising from or in any way related to LICENSEE’s use of SOFTWARE, violation of this AGREEMENT or any other actions in connection with the use of SOFTWARE..
4. Title and Ownership.
Title, ownership rights, and intellectual property rights in and to the SOFTWARE shall remain with UZH.
5. Citation
The LICENSEE expressly acknowledges and agrees to reference the publications:
Da Mutten R, Zanier O, Ciobanu-Caraus O, Voglis S, Hugelshofer M, Pangalu A, Regli L, Serra C, Staartjes VE (2024) Automated volumetric assessment of pituitary adenoma. Endocrine 83:171–177. https://doi.org/10.1007/s12020-023-03529-x
Da Mutten R, Zanier O, Regli L, Serra C, Staartjes V, Ventricular Volume and Width Quantification using Deep Convolutional Networks Incorporated in a Graphical User Interface, Brain and Spine, https://doi.org/10.1016/j.bas.2023.102289.
and to and the University of Zurich as the source of the SOFTWARE in any publications reporting use of it or any manual or document. A copy of all reports and papers that are for public or general release that use the SOFTWARE must be forwarded immediately upon release or publication to the Principal Investigator.
6. Term and Termination
6.1 This AGREEMENT shall become effective upon LICENSEE first downloading the SOFTWARE (“Effective Date”).
6.2 UZH may terminate this AGREEMENT upon 30 (thirty) days advance written e-mail notification to LICENSEE. Upon evidence of violation of any of the terms under this AGREEMENT by LICENSEE, UZH may terminate this AGREEMENT without previous notice.
6.3 Upon termination LICENSEE is obliged to uninstall the SOFTWARE and IMPROVEMENTS from all its computers and to destroy any copies of the SOFTWARE and IMPROVEMENTS kept according to this AGREEMENT.
6.4 Articles 3 and 4 shall survive the termination or expiration of this AGREEMENT for any reason in addition to those articles surviving by operation of law.
7. Miscellaneous
7.1 This AGREEMENT and the license granted herein or any part thereof under this AGREEMENT are not assignable by LICENSEE without the prior written approval of UZH.
7.2 Neither party shall use the names or trademarks of the other, its related entities and its employees, or any adaptations thereof, in any advertising, promotional or sales literature, or in any securities reports required by the respective authorities, without the prior written consent of the party so affected.
7.3 Each party is acting as an independent contractor and not as an agent, partner, or joint venture with the other party for any purpose. Neither party shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other.
7.4 This AGREEMENT sets forth the entire AGREEMENT between the parties with respect to the subject matter hereof. No supplement, modification or amendment of this AGREEMENT shall be binding, unless in writing signed by a duly authorized representative of each party to the AGREEMENT.
7.5 Should some or several provisions of this AGREEMENT be ineffective or invalid, or should there be an omission in this AGREEMENT, the effectiveness, respectively the validity of the remaining provisions shall not be affected thereby. An ineffective, respectively, invalid provision shall be replaced by the interpretation of the agreement which comes nearest to the economic meaning and the envisaged economic purpose of the ineffective respectively, invalid provision. The same applies in the case of a contractual gap.
7.6 The terms stipulated in this AGREEMENT may not be modified in any way without the mutual consent of the parties in writing.
8. Governing Law and Jurisdiction
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF SWITZERLAND. Any dispute arising from or in connection with this AGREEMENT will be finally settled by the courts of Zurich, Switzerland.
micnlab.com 