Academic Research License (Non-Commercial Use Only)

Copyright © 2025 Altos Labs, Inc. (“Licensor”)

IMPORTANT – READ CAREFULLY:

This Software is licensed, not sold.  By downloading, accessing, or using this software and any accompanying documentation (collectively, the “Software”), you (“Licensee” or “you”) agree to be bound by the terms and conditions of this Academic Research License Agreement (this “Agreement”).  If you do not agree to these terms, you have no rights to the Software and must not use, copy, modify, or distribute it.  Licensor is unwilling to grant any license or rights unless you accept all terms of this Agreement. Mere possession or access does not grant any rights absent acceptance.

1. DEFINITIONS.  In addition to any terms defined throughout this Agreement, the following terms shall have the meanings set forth below:
“Derivatives” means any modifications, enhancements, improvements, derivative works, or technology based on or generated through the use of the Software, including, without limitation, any software, data, models, inventions (whether or not patentable), results, content, or other materials created by or on behalf of Licensee using the Software in whole or in part.
“Repository” means Licensor’s designated digital storage environment where source code, object code, executable files, related documentation, and other materials associated with the Software are securely stored, maintained, and made available for access and download by Licensee. 

2. GRANT OF LICENSE 

2.1 License Grant.  Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a non-exclusive, royalty-free, non-transferable license, under all intellectual property rights (including without limitation copyright, patent, and trade secret rights) owned or controlled by Licensor in the Software, to use, reproduce, modify, and create Derivatives of the Software solely for non-commercial internal research and educational purposes.  This License does not grant any rights under third-party intellectual property rights that may be necessary to use or practice the Software or any Derivatives thereof.

2.2 Restrictions.  Use of the Software is limited to internal and non-commercial research and educational purposes, and Licensee may not use or allow others to use the Software for any commercial purposes, including, without limitation: (a) any use by or on behalf of a commercial entity, (b) for commercial research or development, (c) product development or testing intended for commercialization, (d) consulting services, and (e) for the conduct of clinical trials or regulatory approval processes leading to commercialized pharmaceutical, biologics, or medical devices.  If Licensee’s research leads or may lead to an invention or technology or other Derivative with the potential for commercialization, and Licensee desires to commercialize such invention, technology or Derivative, Licensee must negotiate a separate commercial license with Licensor before using or otherwise exploiting the Software or Derivative for any commercial purposes, and Licensee acknowledges and agrees that Licensor may elect not to grant a commercial license in its sole discretion.

2.3 Distribution.  Licensee may copy and redistribute the Software, including Derivatives, provided that: (a) such redistribution is non-commercial in nature and for internal research or educational purposes only; (b) a copy of this Agreement is included with all copies or portions of the Software; and (c) any distributed version includes a clear and conspicuous notice stating that the Software is licensed for non-commercial academic use only and that commercial use is prohibited without a separate license from the Licensor. Licensee may not relicense, sublicense, or distribute the Software or any Derivatives incorporating any portion of the Software under any license other than this Academic Research License (Non-Commercial Use Only). Any such distribution must retain this Agreement in full, without modification, and clearly identify the Licensor as the sole licensor of the original Software. Licensee may not impose any additional or different terms, including without limitation open-source licenses, Creative Commons licenses, or institutional licenses, on the Software or any Derivatives incorporating it.

2.4 Licensee Certification.  Licensee certifies that (a) it is an individual who is a faculty member, researcher, student, or staff member affiliated with an academic research institution and (b) it is accessing and using the Software solely for non-commercial academic research purposes on behalf of the academic research institute with which it is affiliated and not on behalf of or for the benefit of any for-profit commercial entity. 

3.INTELLECTUAL PROPERTY RIGHTS AND LICENSE BACK. 

3.1 Ownership of Software and Derivatives.  Licensor retains all rights, title, and interest in and to the original Software, including all intellectual property rights therein. Licensee retains ownership of any Derivatives it creates, but any such Derivatives remain subject to this Agreement.  Nothing in this License shall be construed to grant Licensee any ownership rights in the original Software.

3.2 Availability of Derivatives.  Licensee shall make all Derivatives created under this License publicly available in a publicly accessible repository (e.g., GitHub, GitLab) and shall notify Licensor in writing of the location of such repository. If requested by Licensor, Licensee shall also provide a copy of such Derivatives for archival or integration into Licensor’s Repository.

3.3 License Back to Licensor.  As a condition of this License, Licensee hereby grants to Licensor a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license, with the right to sublicense through multiple tiers, under all of Licensee’s intellectual property rights in and to any Derivatives, to use, reproduce, modify, prepare derivative works of, publicly display, publicly perform, distribute, license, and otherwise exploit such Derivatives—whether in source or object code form—and any results or outputs derived from the use thereof, for any purpose, including commercial purposes, without restriction.

3.4 Reservation of Rights.  Licensee has no rights, licenses, or authorizations with respect to the Repository, Software or Derivatives except as expressly set forth in this Agreement. 

3.5 Unauthorized Commercial Use. Any use of the Software or any Derivatives incorporating the Software for commercial purposes without a separate commercial license from Licensor constitutes a material breach of this Agreement. In the event of such unauthorized commercial use:
(a) Licensee agrees that all rights, title, and interest in and to any Derivatives, modifications, or enhancements created in connection with such use shall automatically and irrevocably be assigned to Licensor without further action required by either party.
(b) Licensee shall pay Licensor liquidated damages in the amount of $50,000 USD or five (5) times the fair market value of any product, service, or process developed using the Software, whichever is greater. The parties agree that this amount is a reasonable estimate of the harm caused by such breach and is not a penalty.
(c) Such unauthorized use shall result in immediate termination of this License and may subject Licensee to injunctive relief and additional damages as permitted by law.

4. PUBLICATION AND ATTRIBUTION. 

4.1 Publication. Licensee shall have the right to publish the findings, results, or academic work arising from research conducted using the Software, provided that such use and publication are consistent with the non-commercial, academic purposes permitted under this Agreement. 
4.2 Attribution.  Any such publication must include appropriate attribution to the Licensor and, where applicable, a reference to the Software as specified in the documentation or requested by Licensor.

5. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY. 

5.1 DISCLAIMER OF WARRANTIES.  ACCESS TO AND THE RIGHT TO USE THE REPOSITORY AND SOFTWARE ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND.  LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE WILL MEET LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 

5.2 LIMITATION OF LIABILITY. NEITHER LICENSOR NOR ANY PERSON INVOLVED IN THE CREATION, DEVELOPMENT OR MAINTENANCE OF THE REPOSITORY OF SOFTWARE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE OUT OF OR CONNECTED WITH ITS PERFORMANCE HEREUNDER EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL LICENSOR’S ENTIRE LIABILITY TO LICENSEE UNDER THIS AGREEMENT EXCEED $1,000.00.

6. TERM AND TERMINATION

6.1 Term. The term of this Agreement commences as of the date on which licensee first downloads, accesses, or uses the Software and will continue in effect unless and until: (a) licensee ceases to possess or use any copies of the Software or Derivatives or (b) this Agreement otherwise terminates pursuant to Section 6.2 or 6.3.

6.2 Termination.  This Agreement and all licenses granted to Licensee hereunder will automatically and immediately terminate if Licensee breaches this Agreement or no longer meets the certification criteria of Section 2.4.

6.3 Termination for Patent Action. If Licensee institutes or actively participates in a patent infringement lawsuit (including a crossclaim or counterclaim) against Licensor or any other recipient or licensee of the Software alleging that the Software or its use, reproduction, or distribution infringes any patent owned or controlled by Licensee, then all rights granted to Licensee under this License shall terminate immediately upon the filing of such lawsuit. This termination shall be in addition to, and not in lieu of, any other remedies available to Licensor.

6.4 Effect of Termination or Expiration. Upon the expiration or termination of this Agreement, except as expressly provided otherwise herein: (i) all licenses granted to Licensee under this Agreement shall immediately terminate; (ii) Licensee shall immediately cease all use of the Software; and (iii) Licensee shall, within ten (10) days, return, permanently delete, or destroy all copies of the Software, including any related documentation and materials, in its possession, custody, or control, and shall, upon request, certify such deletion or destruction in writing.

6.5 Survival. The following sections, and any other provisions of this Agreement that would customarily be deemed to survive, will survive the termination of this Agreement for any reason: Sections 2.4, 3, 5, 6.5 and 7.

7. GENERAL PROVISIONS

7.1 Assignment.  Licensee may not assign this Agreement or any right under this Agreement.  Licensor may assign this Agreement at any time with no notice to the Licensee.  This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns.  

7.2 Waiver.  No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Any waiver must be in writing and signed by the waiving party to be effective. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default, whether of a similar or different nature.  

7.3 Entire Agreement.  This Agreement contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this Agreement.  This Agreement may be amended solely in a writing signed by both parties.  

7.4 No Third-Party Beneficiaries.  This Agreement is an agreement between the parties and is for their sole benefit, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 

7.5 Independent Contractors.  The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship.  Except as provided in this Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.  

7.6 Governing Law. This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of California, without regard to its conflict of law provisions.  The federal courts of the United States in the Northern District of California and the state courts of the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.  Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether based on the doctrine of forum non conveniens or otherwise.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

7.7 Attorneys’ Fees. In any action to enforce the terms of this License or seeking damages relating thereto, the prevailing party shall be entitled to recover its costs and expenses, including, without limitation, reasonable attorneys’ fees and costs incurred in connection with such action, including any appeal of such action.
 
7.8 Severability.  If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remainder of this Agreement shall remain in full force and effect. The parties intend that any such invalid, illegal, or unenforceable provision shall, to the maximum extent permitted by law, be reformed, modified, or limited by such court so as to be valid, legal, and enforceable while preserving as closely as possible the original intent of the parties as expressed in this Agreement. If such reformation is not possible, the provision shall be deemed severed from this Agreement, and the remaining provisions shall remain valid and enforceable. The invalidity, illegality, or unenforceability of a particular provision in a particular jurisdiction shall not affect its validity, legality, or enforceability in any other jurisdiction. The parties further agree to negotiate in good faith to replace any such severed provision with a valid and enforceable provision that reflects the original intent and economic effect of the severed provision to the fullest extent possible.
