# DEMONSTRATION LICENSE AGREEMENT

This Demonstration License Agreement (“**Agreement**”), effective as of Customer’s acceptance of the terms of this Agreement (the “**Effective Date**”) is between the person or party accepting the terms of this Agreement (“**Customer**”); and [Threedle at the University of Chicago] (“**Licensor**”). BY ACCESSING OR USING THE SOFTWARE IN ANY WAY, INCLUDING, WITHOUT LIMITATION, BY CLICKING “I ACCEPT” WHEN PRESENTED WITH THIS AGREEMENT IN CONNECTION WITH THE SOFTWARE, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT ACCEPT ANY OF THE TERMS OF THIS AGREEMENT AND/OR DOES NOT MEET OR COMPLY WITH ITS PROVISIONS, CUSTOMER MAY NOT USE THE SOFTWARE.

**WHEREAS**, Customer wishes to use and access Licensor’s VeriAnim software, further described at https://threedle.github.io/verianim/ (the “Software”), solely for non-commercial academic and evaluation purposes (collectively, the “**Purpose**”).

**WHEREAS**, Licensor is willing to permit such access under the terms and conditions contained herein;

**NOW, THEREFORE**, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and Licensor agree as follows:

## 1. License; Restrictions; Proprietary Rights.

### 1.1. Limited License.

Solely on the condition that Customer accepts the terms of Section 1.4 below, Licensor hereby grants to Customer a royalty-free, non-exclusive, non-transferable, non-sublicensable license during the Term to install and use the Software solely for the Purpose and in accordance with the terms of the GNU Affero General Public License 3.0. All provisions in such license referring to "the Program" shall be deemed to apply to the Software.

### 1.2. Restrictions.

Customer shall not use the Software for any purpose other than the Purpose. Without limiting the foregoing, Customer may not: (a) modify, translate, alter, reverse engineer, disassemble, decrypt, decompile, or otherwise manipulate the Software, in whole or in part; (b) use the Software to create any competing product or service; (c) sell, resell, rent, lease, loan, or sublicense the Software or any portion thereof to third parties, (d) otherwise make available the Software to any third party, including in any commercial time share or service bureau arrangement; (e) disable or circumvent any security features of the Software; (f) interfere with or disrupt the integrity or performance of the Software or the data contained therein; (g) attempt to gain unauthorized access to the Software or its related systems or networks; or (h) use the Software for any commercial or business purpose. Licensor may, in its sole discretion, suspend Customer's access to the Software if it determines that Customer has violated or is likely to violate the provisions of this Section 1.2.

### 1.3. Proprietary Rights.

All rights not expressly granted to Customer herein are reserved to Licensor. Except as set forth in this Agreement (including the open source licenses incorporated hereunder), nothing in this Agreement shall be construed, by implication or otherwise, to grant any right or license to Customer under any patent, trademark, invention, copyright, or any other intellectual property right or trade secret, now or hereafter owned or controlled by Licensor.

### 1.4. Outputs.

Customer acknowledges and agrees that any asset, information, or other output generated by the Software (each, an "Output") shall be considered Adapated Material, as defined by the Creative Commons Attribution 4.0 International Public License, and Customer acknowledges and agrees that it shall comply with the terms thereof with respect to its use and disclosure of any Output. Without limiting the foregoing, Customer shall credit Licensor, including a link to the Software, and prominently disclose that the Output was generated using Software.

### 2. Term; Termination.

Unless sooner terminated by either party upon written notification to the other party, this Agreement commence upon the Effective Date and shall remain in effect until terminated pursuant to the terms of this Agreement (the "Term"). Customer may terminate this Agreement at any time by immediately discontinuing all access to the Software. Termination or cancellation of the Agreement will not affect any right or relief to which Licensor may be entitled at law or in equity. Licensor reserves the right to terminate this Agreement or Customer's access to the Software at any time and for any reason upon prior notice to Customer.

### 3. Fees.

Each party shall perform its obligations hereunder at no charge to the other party.

### 4. Confidentiality.

Each party shall retain in confidence and shall not, without the prior written consent of the other party (the "Disclosing Party"), disclose in any manner or use, except in performance of its obligations or enjoyment of its rights under this Agreement, any information disclosed to a party (the "Receiving Party") by the Disclosing Party and either marked at the time of disclosure as being confidential or identified in writing by the Disclosing Party as being confidential, or which would be understood by a reasonable person to be confidential ("Confidential Information"). This Section shall impose no obligation upon the Receiving Party with respect to any information that: (a) is publicly available at the time received by Receiving Party; (b) becomes publicly available other than by breach of the Receiving Party's obligations hereunder; (c) is known to the Receiving Party prior to receipt from the Disclosing Party; (d) is received by Receiving Party from a third party that was not subject to a confidentiality obligation; or (e) is required to be disclosed by law, provided that in such case the Receiving Party shall notify the Disclosing Party of any such required disclosure so that the Disclosing Party may contest any such required disclosure.

## 5. Representations and Warranties.

### 5.1. Compliance with Laws.

Each party represents and warrants that it shall comply with all applicable federal, state and local laws and regulations, as well as any applicable self-regulatory guidelines.

### 5.2. Warranty Disclaimer.

Licensor does not make any representation or warranty, express or implied, with respect to the accuracy or completeness of any Software provided hereunder. Moreover, Licensor does not guarantee that the functions and features of the Software will meet Customer's requirements. TO THE MAXIMUM EXTENT ALLOWED BY LAW AND EXCEPT AS UNAMBIGUOUSLY AND EXPRESSLY SET FORTH IN THIS SECTION 5.2 OF THE AGREEMENT, LICENSOR AND ITS AFFILIATES AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS AND SUPPLIERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, ABOUT THE SOFTWARE. THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THAT PURPOSE IS KNOWN TO LICENSOR), OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE IS COMPLETE OR FREE FROM ERRORS OR OMISSIONS OR WILL BE UNINTERRUPTED, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN, OR THE UNAVAILABILITY OF, THE SOFTWARE, WHETHER SUCH ERRORS OR OMISSIONS OR UNAVAILABILITY RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE. LICENSOR AND ITS AFFILIATES AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICES FOR ANY SPECIFIC PURPOSES.

## 6. Limitations of Liability and Indemnity.

### 6.1 Indemnity.

CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD LICENSOR AND ITS REPRESENTATIVES, SUBSIDIARIES AND AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, LOSSES, CLAIMS, COSTS, FEES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATED TO (A) CUSTOMER'S MISAPPROPRIATION OR INFRINGEMENT OF ANY LICENSOR INTELLECTUAL PROPERTY (INCLUDING WITHOUT LIMITATION THE SOFTWARE AND ALL CONTENT CONTAINED THEREIN); (B) CUSTOMER'S BREACH OF THIS AGREEMENT; (C) CUSTOMER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (D) CUSTOMER'S VIOLATION OF LAW.

### 6.2 Waiver of Indirect Damages.

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL INCIDENTAL INDIRECT, SPECIAL, OR PUNITIVE DAMAGES INCURRED BY CUSTOMER AND ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF GOOD WILL AND LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

### 6.3 Limitation of Liability.

IN NO EVENT SHALL LICENSOR'S LIABILITY UNDER THIS AGREEMENT, WHETHER FOR DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES OF ANY NATURE, AND REGARDLESS OF LEGAL THEORY, EXCEED ACTUAL DIRECT DAMAGES INCURRED OR $1,000, WHICHEVER AMOUNT IS LESS.

## 7. General.

### 7.1. Amendments.

Licensor revise and update this Agreement from time to time, and will post the updated Agreement to the Software. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THIS AGREEMENT, ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING. Although Licensor is not obligated to provide Customer with notice of any changes, any changes to this Agreement will not apply retroactively to events that occurred prior to such changes. Customer's continued use of the Software will constitute agreement to any new or revised provisions within the Agreement.

### 7.2. Assignment.

This Agreement may not be assigned, or otherwise be transferred, in whole or in part, by Customer without the prior written consent of Licensor.

### 7.3. Construction.

The headings contained herein are for directory purposes only, do not constitute a part of this Agreement, and shall not be employed in interpreting this Agreement. All references in this Agreement to the singular shall include the plural where applicable.

### 7.4. Entire Agreement.

This Agreement constitutes the entire agreement between the parties hereto and supersedes all previous agreements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof.

### 7.5. Force Majeure.

Neither party shall be liable to the other for failure to perform, or delay in performance, under this Agreement if, and to the extent, such failure or delay is caused by conditions beyond its reasonable control and which, by the exercise of reasonable diligence, the delayed party is unable to prevent or provide against. Such conditions include, but are not limited to, acts of God; strikes, boycotts or other concerted acts of workmen; laws, regulations or other orders of public authorities; military action, terrorism, state of war or other national emergency; fire or flood.

### 7.6. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles of conflicts of law. Any litigation arising out of this Agreement shall be brought by either party in a court of competent jurisdiction located in New York County, New York, and each party hereby waives any defenses it may have before such courts based on a lack of personal jurisdiction or inconvenient forum.

### 7.7. No Other Relationship.

This Agreement shall not be construed to establish any partnership, agency or joint venture of any kind between Licensor and Customer, nor shall constitute either party as the agent, employee, or legal representative of the other. Neither Customer nor Licensor has any authority to make any representation on behalf of the other, nor to incur any expense on behalf of the other party, nor to otherwise bind or commit the other to any obligation without the prior written agreement of such other party.

### 7.8. Notices.

Any notice required to be sent under this Agreement, may be delivered in person; confirmed facsimile transmission; confirmed electronic-mail transmission; via nationally-recognized overnight courier; or mail, postage pre-paid, certified, return receipt requested, to the address of the receiving party first set forth above. Either party may notify the other of an address change in accordance with this paragraph.

### 7.9. Severability.

If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

### 7.10. Survival.

Sections 1.3, 1.4, 4, 5, 6, and 7 shall survive any termination or expiration of this Agreement.

### 7.11 Waivers.

No failure or successive failures on the part of either party, its respective successors or permitted assigns, to enforce any covenant or agreement, and no waiver or successive waivers on its or their part of any condition of this Agreement shall operate as a discharge of such covenant, agreement, or condition, or render the same invalid, or impair the right of either party, its respective successors and permitted assigns, to enforce the same in the event of any subsequent breach or breaches by the other party, its successors or permitted assigns.