The BayesMendel R package

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BayesMendel Software Agreement

Research Tool Software Non-Exclusive License Agreement

NOTICE TO USER: PLEASE READ THIS RESEARCH TOOL SOFTWARE NON-EXCLUSIVE LICENSE AGREEMENT ['THIS AGREEMENT'] CAREFULLY. BY DOWNLOADING AND/OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU INDICATE YOUR ACCEPTANCE OF THE FOLLOWING TERMS FROM INSTITUTE. YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE AS IF IT WERE AN INDIVIDUALLY- NEGOTIATED AGREEMENT SIGNED BY YOU .

The Agreement is between DANA-FARBER CANCER INSTITUTE, INC., a Massachusetts nonprofit corporation and 501(c)(3) tax-exempt organization, (the “INSTITUTE”) and you (the “Licensee”) (a natural person). This Agreement is effective as of the earliest date Licensee accesses, downloads or uses the Software (as defined below) (the “Effective Date”).

The Authors are employees of the INSTITUTE's Department of Biostatistics and Computational Biology who have written a downloadable computer program known as BayesMendel (the “Software”) which is available via the World Wide Web at http://bcb.dfci.harvard.edu/BayesMendel/form.html

1. Definitions
A. “Authors” means Dr. Giovanni Parmigiani and such other persons as INSTITUTE may identify from time to time.
B. 'Term' has the meaning specified in Section 4.
C. 'Purpose' means the use of the Software to process data, and to calculate mutation carrier probabilities and cancer risks for research purposes only and for no commercial purposes.
D. 'Use or Using' means to access, use, run, or otherwise benefit from accessing the Software during the Term.

2. Grant of License
The Licensee wishes to acquire a license to Use the Software for the Purpose and the INSTITUTE hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, non-assignable license to INSTITUTE’s rights to Use the Software during the Term for the Purpose.

Licensee must accept all of the terms and conditions of this Agreement by checking “I Agree.” Once Licensee has accepted this Agreement, the Licensee will be given a username and password (the “Login”) to the Software. The Login will give the Licensee access to the Software for the Purpose.

3. Ownership and Use of Software

3.1 The Licensee agrees that the Software:
(a) is to be used solely for internal, noncommercial research purposes;
(b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the prior written consent of INSTITUTE;
(c) is to be used only at the Licensee’s organization and only in the Licensee’s facility under the direction of the Licensee or others working under the direct supervision of Licensee;
(d) is to be used only for the Purpose and will not be used for any other purpose without the prior written consent of INSTITUTE; and
(e) will not be transferred to anyone else within the Licensee’s organization without the prior written consent of INSTITUTE.
The Software is provided “as is”. Licensee acknowledges and agrees that the Software has not been approved for any use by any regulatory authority.


3.2 The INSTITUTE has and will retain sole and exclusive ownership of all right, title and interest in and to the Software, including all copyright and any other intellectual property rights therein. This Agreement grants a limited license to Use the Software for the Purpose and does not and will not be construed to convey title to or ownership of the Software to Licensee. All rights in and to the Software not expressly granted to Licensee by this Agreement are reserved by the INSTITUTE. The Software is protected by copyright, trademark, and/or other intellectual property rights and laws. Any unauthorized Use of the Software, including but not limited to any Use other than for the Purpose, may violate such laws and this Agreement. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Licensee under any patents, patent applications, trade secrets, or other proprietary rights of INSTITUTE.

3.3 Ownership of all data and information processed Using the Software is and will remain with and vest in the Licensee. Licensee is solely responsible for all data and information collected, collated, and processed using the Software and Licensee is solely responsible for compliance with all and any statutory obligations relating thereto.

3.4 The Licensee will Use the Software only for the Purpose and for no other purposes, including any commercial purposes. Licensee will not modify, adapt, disassemble, reverse engineer, decompile, translate, or otherwise attempt to modify the Software or the source code of the Software, or write or develop any derivative software or any other software program based on or that makes use of the Software or permit any third party to modify, adapt, disassemble, reverse engineer, decompile, translate or otherwise attempt to modify the Software or the source code of the Software, or write or develop any derivative software or any other software program based on or that makes use of the Software.

3.5 The Licensee will not distribute, transfer, sub-license, assign, sell, lend, provide any services to third parties, provide access (including without limitation via a public-access internet site) to all or any part of the Software or use the Software or any portion thereof to process the work of any third party.

3.6 The Licensee will keep the Login secure. The Licensee will not supply the Login to any other party. The Licensee will refer to the INSTITUTE any request by a third party for the Software. The Licensee will supervise the Use of the Software, control access to the Login and the Software, and keep the Software secure. The Licensee is and will remain fully responsible at all times for all acts and omissions of anyone it allows to Use the Software or the Login and for ensuring any such persons understand and comply with this Agreement. This responsibility includes without limitation any employee, agent, student, consultant, independent contractor, or visiting researcher, in each case, of Licensee.

3.7 If the Licensee desires to Use or license the Software for commercial purposes, the Licensee agrees, in advance of such use, to negotiate in good faith with INSTITUTE to establish the terms of a commercial license. It is understood by the Licensee that INSTITUTE has no obligation to grant such a license to the Licensee and may grant exclusive or non-exclusive commercial or noncommercial licenses to others, or sell or assign all or part of the rights in the Software to any third party(ies), subject to any pre-existing rights held by others and obligations to the United States federal Government.

4. Termination

This Agreement is effective as of the Effective Date and will remain in effect until the last date of Use of the Software by Licensee or any of Licensee’s employees, agents, students, consultants, independent contractors, or visiting researchers, at which time it will automatically expire. The INSTITUTE may terminate this Agreement prior to its expiration with immediate effect upon written notice to Licensee if Licensee fails to comply with this Agreement. Upon termination of this Agreement, the Login will immediately become invalid. All provisions of this Agreement which by their terms are intended to be effective after termination or expiration of this Agreement will survive termination or expiration of this Agreement for whatever cause, including, without limitation Sections 3, 4, 5, and 7.

5. Disclaimer and Limitation of Liability

5.1 THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, AND INSTITUTE, ITS ADMINISTRATORS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND INSURERS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO. BY WAY OF EXAMPLE, BUT NOT OF LIMITATION, INSTITUTE, ITS ADMINISTRATORS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND INSURERS MAKE NO REPRESENTATIONS OR WARRANTIES: (i) OF COMMERCIAL UTILITY; (ii) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (iii) AS TO THE VALIDITY OF ANY INTELLECTUAL PROPERTY RIGHTS; (iv) THAT THE USE OF THE SOFTWARE WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, OR OTHER PROPRIETARY RIGHTS OF OTHERS; OR (v) AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. INSTITUTE, ITS ADMINISTRATORS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND INSURERS WILL NOT BE LIABLE TO LICENSEE, LICENSEE’S SUCCESSORS OR ASSIGNS, OR ANY THIRD PARTY (IF SUCH THIRD PARTY’S CLAIM RESULTS FROM LICENSEE’S OR ANY OF ITS AFFILIATES’ OR AGENTS’ ACTIVITIES) WITH RESPECT TO: (i) ANY CLAIM ARISING FROM USE BY LICENSEE OR ANY AFFILIATE THEREOF OF THE SOFTWARE; OR (ii) ANY CLAIM FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ECONOMIC DAMAGE, INJURY TO PROPERTY, AND/OR LOST PROFITS, REGARDLESS OF WHETHER INSTITUTE SHALL BE ADVISED, SHALL HAVE REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF SUCH DAMAGES OR INJURY.

5.2 Licensee will defend, indemnify, and hold harmless INSTITUTE, its administrators, trustees, officers, directors, employees, agents, and insurers (individually, an “Indemnified Party,” and collectively, the “Indemnified Parties”), at the expense of Licensee, from and against any and all liability, loss, injury, damage, action, court or administrative order, claim, or expense suffered or incurred by the Indemnified Parties, including, without limitation, reasonable attorney’s fees and expenses, court costs and other legal expenses, (individually, a “Liability,” and collectively, the “Liabilities”) that results from or arises out of: (a) any act or failure to act of Licensee or any of its affiliates; (b) the Use of the Software by Licensee, or any of its affiliates or any of its agents or any other third parties under Licensee’s control; (c) any material breach by Licensee or any of its affiliates of this Agreement; or (d) the enforcement by an Indemnified Party of this Section, in each case, other than as a result of Liabilities resulting from or related to the gross negligence or willful misconduct of one or more Indemnified Parties. Licensee will not settle or compromise any claim or action giving rise to Liabilities in a manner that imposes any restrictions or obligations on any Indemnified Party or grants any rights to the Software without INSTITUTE’s prior written consent. If Licensee fails or declines to assume the defense of any such claim or action within thirty (30) days after notice thereof, INSTITUTE may assume the defense of such claim or action for the account and at the risk of Licensee, and any Liabilities related thereto will be conclusively deemed a liability of Licensee. The indemnification rights of INSTITUTE and other Indemnified Parties contained herein are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise.

6. Privacy Policy
Upon Licensee’s checking “I Agree” , Licensee’s information will be collected and will be held securely in accordance with all applicable laws and regulations. Such information will be used to enable the INSTITUTE to provide Licensee access to the Software and the Login during the Term for the Purpose and not for any other purposes. The INSTITUTE will not transfer, release, or otherwise provide any Licensee details to any third party.

7. General

7.1 The parties’ relationship is that of independent contractors, and nothing in this Agreement will be deemed to establish a relationship of principal and agent between INSTITUTE and Licensee, or between or among any of either party’s agents or employees for any purpose whatsoever. This Agreement will not be construed as creating a joint venture, partnership, or any other form of legal association or arrangement which would impose liability upon one party for the act or failure to act of the other party.

7.2 The Licensee may not assign this agreement. Any purported assignment of this Agreement or the rights hereunder is null and void.

7.3 This Agreement constitutes the entire agreement and understanding of the parties and supersedes all negotiations, understandings or previous agreement between the parties relating to the subject matter of this Agreement. This Agreement may not be changed, modified, or extended except by written amendment executed by an authorized representative of each party.

7.4 This Agreement will be construed and governed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to conflict of law provisions applicable therein. In the event that a party to this Agreement perceives the existence of a dispute with the other party concerning any right or duty provided for herein, the parties will confer as soon as practicable in an attempt to resolve the dispute. If the parties are unable to resolve such dispute amicably, then the parties hereby submit to the exclusive jurisdiction of and venue in the federal and state courts located in the Commonwealth of Massachusetts with respect to any and all disputes concerning the subject of this Agreement.

7.5 Licensee will not use, and Licensee will not permit any of its affiliates to use, INSTITUTE’s name, any adaptation thereof, any INSTITUTE seal, logotype, trademark, or service mark, or the name, mark, or logotype of any INSTITUTE employee, representative, or organization in any way without the prior written consent of INSTITUTE.

7.6 A waiver by either party of a breach of any provision of this Agreement will not constitute a waiver of any subsequent breach of that provision or a waiver of any breach of any other provision of this Agreement.

7.7 Licensee will comply with all prevailing laws, rules, and regulations that apply to its activities and/or obligations under this Agreement. Without limiting the foregoing, it is understood that this Agreement may be subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities, articles and information, including the Arms Export Control Act as amended in the Export Administration Act of 1979, and that the parties’ obligations are contingent upon compliance with applicable United States export laws and regulations. The transfer of certain technical data and commodities may require a license from the appropriate agency of the United States Government and/or written assurances by Licensee that Licensee will not export data or commodities to certain foreign countries without prior approval of such agency. INSTITUTE represents neither that a license is not required nor that, if required, it will issue.

7.8 If any provision of this Agreement is held to be illegal, invalid, or unenforceable, then such illegality, invalidity, or unenforceability will attach only to such provision and will not in any manner affect or render illegal, invalid, or unenforceable any other provision of this Agreement. This Agreement will be carried out as if any such illegal, invalid or unenforceable provision were not contained herein.

7.9 Headings included herein are for convenience only and will not be used to construe this Agreement.

7.10 Notices and other communications under this Agreement will be in writing and will be deemed to have been received as of the date sent if sent by public courier (e.g., Federal Express) or by Express Mail, receipt requested, and addressed as follows:

If for INSTITUTE: Belfer Office for Dana-Farber Innovations
Dana-Farber Cancer Institute, Inc.
450 Brookline Avenue
Boston, MA 02215
Attn: Vice-President, Dana-Farber Innovations
If to Licensee: To the address provided at the time of Login issuance .

Either party may change its official address upon written notice to the other party.


I agree to the terms of the BayesMendel Software Agreement. I acknowledge that by accepting these terms I am providing a digital signature.


© 2017 Dana-Farber Cancer Institute


By clicking 'Submit', I represent and certify that all information I have provided is true and accurate to the best of my knowledge, and that I acknowledge that providing any inaccurate or false information may cause my license to the Software to be terminated.