Patented Software Release Agreement

This Agreement, effective as of April 1, 2011 is between the Massachusetts Institute of Technology ("MIT"), a non-profit institution of higher education, and you (“YOU”).

WHEREAS, M.I.T. has developed certain software and technology pertaining to M.I.T. Case No. 14658, "System for Automated Mice Behavior Recognition", by Nicholas Allen. Edelman, Huei-Han Jhuang and James Vincent Mutch (“PROGRAM”); and

WHEREAS, M.I.T. is the owner of United States of America Patent No. 7606777, Issued October 20, 2009
"High-Performance Vision System Exploiting Key Features Of Visual Cortex" by Stanley M. Bileschi, Tomaso Poggio, Maximilian Riesenhuber, Thomas R. Serre and Lior Wolf under M.I.T. Case No. 11985 (“PATENTED INVENTION") which is related to the PROGRAM; and

WHEREAS, M.I.T. desires to aid the academic and non-commercial research community with the PROGRAM and raise awareness of the PATENTED INVENTION and thereby agrees to grant a limited copyright license to the PROGRAM for research and non-commercial purposes only, with M.I.T. retaining all ownership rights in the PATENTED INVENTION and the PROGRAM; and

WHEREAS, M.I.T. hereby agrees to make the PROGRAM source code and documentation, if any, available to YOU for download without charge for non-commercial research purposes, subject to the following terms and conditions.

THEREFORE:

1. Grant.

(a) Subject to the terms of this Agreement, M.I.T. hereby grants YOU a royalty-free, non-transferable, non-sublicensable, non-exclusive license under the copyright to use, reproduce, display, perform and modify the PROGRAM solely for non-commercial research and/or academic purposes. YOU may not distribute, in any way whatsoever, either the PROGRAM or a modification/derivative of the PROGRAM.

(b) MIT hereby agrees that it will not assert its rights in the PATENTED INVENTION against YOU provided that YOU comply with the terms of this agreement.

(c) In order to obtain any further license rights, including the right to use the PROGRAM or PATENTED INVENTION for commercial purposes, YOU must contact the M.I.T. Technology Licensing Office and enter into separate license agreement(s) with M.I.T., if otherwise still available.

2. Disclaimer. THE PROGRAM MADE AVAILABLE HEREUNDER IS "AS IS", WITHOUT WARRANTY OF ANY KIND EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NOR REPRESENTATION THAT THE PROGRAM DOES NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MIT has no obligation to assist in your installation or use of the PROGRAM or to provide services or maintenance of any type with respect to the PROGRAM. The entire risk as to the quality and performance of the PROGRAM is borne by YOU. YOU acknowledge that the PROGRAM may contain errors or bugs. YOU must determine whether the PROGRAM sufficiently meets your requirements. This disclaimer of warranty constitutes an essential part of this Agreement.

3. No Consequential Damages; Indemnification. IN NO EVENT SHALL MIT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

4. Copyright. YOU agree to retain M.I.T.'s copyright notice on all copies of the PROGRAM or portions thereof.

5. Registration. YOU agree to submit a valid email address and selected personal information upon downloading the PROGRAM for registration and tracking purposes.

6. Export Control. YOU agree to comply with all United States export control laws and regulations controlling the export of the PROGRAM, including, without limitation, all Export Administration Regulations of the United States Department of Commerce. Among other things, these laws and regulations prohibit, or require a license for, the export of certain types of software to specified countries.

7. Reports, Notices, License Request. Reports, any notice, or commercial license requests required or permitted under this Agreement shall be directed to:

Director
Massachusetts Institute of Technology
Technology Licensing Office, Rm NE18-501
One Cambridge Center, Kendall Square
Cambridge, MA 02142

8. General. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts. The parties acknowledge that this Agreement sets forth the entire Agreement and understanding of the parties as to the subject matter.