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LICENSE.md

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PLEASE READ THIS LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THIS MERL SOFTWARE/DATA. BY USING THE SOFTWARE/DATA, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT COPY AND/OR USE MERL's SOFTWARE/DATA AND, IF PRESENTED WITH THE OPTION TO "AGREE" OR "DISAGREE" TO THE TERMS, CLICK "DISAGREE".

  1. You are granted a non-exclusive, non-transferable, non-assignable, and royalty-free license, without the right to sublicense, to use the Software/Data only for research purposes ("the Purpose"). You may reproduce and modify the Software only for the Purpose. You shall not use the Software/Data for any purpose other than the Purpose unless you obtain an additional license from MERL that permits such use. You acknowledge that MERL has no obligation to provide technical support or updates under this Agreement.

  2. In consideration of the royalty-free licensee granted under Section 1, you hereby grant back to MERL a nonexclusive, irrevocable, transferable, worldwide, fully paid-up, royalty-free license, with right to sublicense, use, modify, prepare derivative works, reproduce, offer to sell, sell, and distribute for any purpose any and all of your modifications and improvements to the Software/Data directed to the repair or correction of any problems with the Software/Data such as errors, missing features, nonconforming results and unexpected performance.

  3. Title, ownership rights, and intellectual property rights in and to the Software/Data and all copies thereof shall remain in MERL, and you have no implied licenses or rights in the Software/Data other than the license specifically granted in Section 1.

  4. You may not distribute the Software/Data or derivative works in any form; transfer the Software/Data or this agreement to any third party; rent, lease or lend the Software/Data; use the Software/Data for commercial software hosting services or alter any copyright, trademark or patent notice in the Software/Data.

  5. You will reproduce all MERL's copyright notice and all other proprietary legends that are in or on the original Software/Data in all copies of the Software/Data. You shall indicate that the Software/Data was developed by MERL.

  6. You may publish your research results regarding the Software/Data subject to the obligations set forth in Section 4, provided that you shall acknowledge MERL's contribution in providing the Software/Data.

  7. You hereby acknowledge that unauthorized disclosure or use of the Software/Data could cause irreparable harm and significant injury to MERL that may be difficult to ascertain. Accordingly, you agree that MERL will have the right to seek immediate injunctive relief to enforce obligations under this license in addition to any other rights and remedies MERL may have at law or in equity.

  8. This License is effective until terminated. Your rights under this License will terminate automatically or otherwise cease to be effective without notice from MERL if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Software/Data and destroy all copies, full or partial, of the MERL Software/Data. Sections 2, 3, 4, 7, 8, 9, 10, 11, and 12 of this License shall survive any such termination.

  9. MERL DOES NOT MAKE ANY REPRESENTATIONS ABOUT THE SUITABILITY OF ITS SOFTWARE/DATA FOR ANY PURPOSE. IT IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY. MERL DISCLAIMS ALL WARRANTIES WITH REGARD TO ITS SOFTWARE/DATA INCLUDING BUT NOT LIMITED TO ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. IN NO EVENT SHALL MERL BE LIABLE FOR ANY NEGLIGENCE OR OTHER TORTUOUS ACTION ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERPORMANCE OF ITS SOFTWARE/DATA.

  10. If any provision of this Agreement is held to be invalid or unenforceable for any reason, you agree that such invalidity will not affect the validity of the remaining provisions and further agree to substitute to the invalid provision a valid provision that most closely approximates the intent of MERL.

  11. This license and the rights and obligations of the parties to and under this license shall be construed and interpreted in all respects in accordance with the laws of the State of Massachusetts, without regard to the principles of conflicts of law. Any legal action or proceeding arising out of or relating to this Agreement shall be maintained in any courts in Middlesex County, Massachusetts or in any United States Federal Court seated in Boston, Massachusetts. By entering into this Agreement, you irrevocably submit to the jurisdiction of each such federal or state court in any such action or proceeding.

  12. In the performance of this license, you agree to comply with all applicable laws and governmental rules and regulations, especially regarding any provisions on export control. You acknowledge that you will not take any action in the name of or on behalf of MERL.