LICENSE

PLATFORM LICENSE AGREEMENT
FOR NON-COMMERCIAL USE

*Last Updated: May 10, 2021*

This Platform License Agreement (this “Agreement”) is made between you
(“You,” “Your,” or “Licensee”) and The Jackson Laboratory (“Licensor”).
This Agreement permits You to access and use the Licensed Platform
subject to Your acceptance of all the terms and conditions contained in
this Agreement. Please read this Agreement carefully. Your access to or
use of the Licensed Platform shall be deemed Your acceptance of this
Agreement. If You do not agree to any of the terms and conditions set
forth in this Agreement, Licensor is unwilling to grant You the license
contained in this Agreement and You should not access or use the
Licensed Platform.

1. LICENSED PLATFORM

1.1	**Grant**. Subject to the terms and conditions of this Agreement,
Licensor hereby grants to Licensee a worldwide, royalty-free,
non-exclusive, non-transferable, non-sublicensable, revocable license to
access and use the functionality of the Licensed Platform (and to
download and use any downloadable software applications used to deliver
the Licensed Platform on Your computer or mobile device) solely for
Non-Commercial purposes. “Licensed Platform” means the latest version 
of Licensor’s behavioral extraction and classification platform made 
available to You, including animal pose estimation and extraction and 
behavioral classification tools, libraries, algorithms and other features, 
functionalities and services included therein or therewith, along with all 
websites and cloud-based and downloadable software applications used to 
deliver the foregoing. “Non-Commercial” means not intended or directed 
toward commercial advantage or monetary compensation.

1.2	**License Limitations**. Nothing in this Agreement shall be
construed to confer any rights upon Licensee except as expressly granted
herein. Licensee may not use or exploit the Licensed Platform other than
as expressly permitted by this Agreement. Licensee may not, nor may
Licensee permit any third party to, reproduce, distribute, publicly
display, modify, translate, reverse engineer, decompile, disassemble or
create derivative works based on the Licensed Platform or any portion
thereof. Licensee acknowledges that Licensor reserves the right to offer
to Licensee or any third party a license for commercial use and
distribution of the Licensed Platform on terms and conditions different
than those contained in this Agreement. If You are interested in
commercial use of the Licensed Platform, please contact the Licensor.

1.3	**User Classifiers**. For avoidance of doubt, the license grant
set forth in Section 1.1 and the license limitations set forth in
Section 1.2 shall be read together to permit Your use of the Licensed
Platform to develop animal behavioral classification algorithms and/or
workflows (each a “User Classifier”), provided that (1) You may use such
User Classifiers solely for Non-Commercial purposes, (2) You may not,
without the prior written consent of Licensor, which Licensor may
withhold in its sole discretion, use such User Classifiers for
commercial purposes or distribute such User Classifiers, and (3) You
hereby acknowledge and agree that Licensor may use such User Classifiers
without obligation to You for Non-Commercial purposes and/or to improve
the Licensed Platform.  If You are interested in commercial use or
distribution of any User Classifier, please contact Licensor.

1.4 **Ownership Rights**. Except for the limited license rights
expressly granted to Licensee under this Agreement, Licensee
acknowledges that Licensor (and its applicable licensors, if any)
retains all right, title and interest, including all intellectual
property and other proprietary rights, in and to the Licensed Platform,
including any modifications of and derivative works based on the
Licensed Platform.

1.5	**Feedback**.  If You provide feedback or suggestions about the
Licensed Platform, then Licensor may use such information without
obligation to You.

2. USER DATA

2.1	**Grant**.  You hereby grant to Licensor a perpetual,
irrevocable, worldwide, royalty-free, non-exclusive license to access
and use User Data solely to operate and improve the Licensed Platform. 
“User Data” means Input Data and Output Data.  “Input Data” means the
videos, images and other data uploaded or otherwise submitted by You to,
or collected, downloaded or otherwise received from You by, the Licensed
Platform.  “Output Data” means data produced through processing of Input
Data via the Licensed Platform.

2.2	**Ownership Rights**.  Except for the limited license rights
expressly granted to Licensor under this Agreement, Licensor
acknowledges that Licensee (and its applicable licensors, if any)
retains all right, title and interest, including all intellectual
property and other proprietary rights, in and to User Data.

2.3	**Your Responsibility for Input Data**.  You represent and
warrant that: (i) You are the owner of the Input Data or otherwise have
all necessary licenses, right, consents and permissions (including all
permissions required under applicable privacy and intellectual property
laws) to upload the Input Data to the Licensed Platform and to authorize
Licensor to access and use the Input Data to operate the Licensed
Platform; and (ii) such uploading, access and use does not and will not
infringe, misappropriate or violate any third party’s intellectual
property, privacy, publicity or other legal rights or violate any
applicable law or regulation.

2.4	**Your Responsibility for Your Projects**.  If You are the
Project Manager with respect to a Project, then, as between You and
Licensor, You are solely responsible for: (1) the acts and omissions of
the Project Manager and Project Collaborators with respect to the
Project, including their compliance with this Agreement, (2)
establishing and enforcing any agreements and policies with Project
Collaborators governing their activities with respect to the Project,
including, for example, relating to maintenance of the confidentiality
of User Data relating to the Project, (3) ensuring that the hosting and
processing of User Data in connection with the Project is in compliance
with all applicable laws, which may require obtaining consents,
authorizations and other rights from third parties, and (4) responding
to, defending and resolving any disputes relating to the Project. 
“Project” means a specific workflow and/or workspace organized within
the Licensed Platform for purposes of coordinating and managing one or
more permitted uses of the Licensed Platform.  “Project Manager” means
the user of the Licensed Platform who establishes, configures and
administers a Project.  “Project Collaborator” means any user of the
Licensed Platform authorized to access and/or participate in a Project
under the configurations managed by the Project Manager.

3. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY; INDEMNITY

3.1 **DISCLAIMER OF WARRANTY**. LICENSOR PROVIDES THE LICENSED PLATFORM
ON A NO-FEE BASIS “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF
ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE, SECURITY,
ACCURACY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR
MAKES NO WARRANTY THAT THE LICENSED PLATFORM WILL MEET YOUR REQUIREMENTS
OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, OR
THAT LICENSOR WILL CONTINUE TO OFFER OR MAKE AVAILABLE THE LICENSED
PLATFORM FOR ANY PARTICULAR LENGTH OF TIME, AND LICENSOR RESERVES THE
RIGHT TO CHANGE AND UPDATE THE LICENSED PLATFORM WITHOUT NOTICE TO YOU.
LICENSOR MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS,
SERVICES OR CONTENT OBTAINED THROUGH THE LICENSED PLATFORM OR THE
ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY
CONTENT OBTAINED THROUGH THE LICENSED PLATFORM. YOU ARE SOLELY
RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER
USERS OF THE LICENSED PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU
COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE LICENSED
PLATFORM. THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT
PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF
THIS AGREEMENT OR YOUR USE OF THE LICENSED PLATFORM.

3.2	**LIMITATION OF LIABILITY**. LICENSEE ASSUMES FULL RESPONSIBILITY
AND RISK FOR ANY LOSS RESULTING FROM LICENSEE’S ACCESS TO AND USE OF THE
LICENSED PLATFORM (INCLUDING YOUR DOWNLOADING AND USE OF ANY
DOWNLOADABLE SOFTWARE APPLICATIONS USED TO DELIVER THE LICENSED
PLATFORM). IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CLAIM, DAMAGES
OR OTHER LIABILITY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY,
ARISING FROM THE LICENSED PLATFORM OR LICENSEE’S USE OF THE LICENSED
PLATFORM, REGARDLESS OF WHETHER LICENSOR IS ADVISED, OR HAS OTHER REASON
TO KNOW, OR IN FACT KNOWS, OF THE POSSIBILITY OF THE FOREGOING. THE
LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL AND MATERIAL
ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LICENSOR AND LICENSEE, AND
SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE
ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE
LICENSED PLATFORM.

3.3	**Acknowledgement**. Without limiting the generality of Sections
3.1 and 3.2, Licensee acknowledges that the Licensed Platform is
provided as an information resource only and should not be relied on for
any diagnostic or treatment purposes.

3.4	**Indemnity**. You agree to defend, indemnify, and hold Licensor,
its subsidiaries and affiliates, and their officers, directors,
employees, agents, representatives and attorneys harmless from and
against any claims, liabilities, damages, losses, and expenses,
including, without limitation, reasonable legal and accounting fees,
arising out of or in any way connected with (i) Your access to or use of
the Licensed Platform; (ii) Your violation of this Agreement; and/or
(iii) Your violation of any third-party right, including without
limitation any intellectual property or other proprietary right. The
indemnification obligations under this section shall survive the
termination or expiration of this Agreement or Your use of the Licensed
Platform.

4. TERM AND TERMINATION

4.1 **Term**. This Agreement commences on the date on which You first
access or use the Licensed Platform and will continue until terminated
in accordance with Section 4.2.

4.2	**Termination**. If Licensee breaches any provision hereunder, or
otherwise engages in any unauthorized or objectionable use of the
Licensed Platform, or if Licensor ceases to provide or support the
Licensed Platform, Licensor may terminate this Agreement immediately,
and You shall not be entitled to any refunds, credits or other
consideration. Licensee may terminate this Agreement at any time upon
written notice to Licensor. Upon termination, the license granted under
Section 1 will terminate and Licensee will immediately cease using the
Licensed Platform and destroy all copies of any downloadable software
applications used to deliver the Licensed Platform in its possession.
Licensee will certify in writing that it has complied with the foregoing
obligation.

5. MISCELLANEOUS

5.1	**Future Updates and Modification**. Licensor reserves the right,
at its sole discretion, to modify, discontinue or terminate the Licensed
Platform or to modify this Agreement, at any time and without prior
notice. If we modify this Agreement, we will post the modification via
the Licensed Platform or provide You with notice of the modification. We
will also update the “Last Updated” date at the top of this Agreement.
By continuing to access or use the Licensed Platform after we have
posted a modification via the Licensed Platform or have provided You
with notice of a modification, You are indicating that Your agreement
and express consent to be bound by the modified Agreement. You may also
be asked to re-acknowledge and re-accept the Agreement following any
material changes.  If the modified Agreement is not acceptable to You,
You may cease using the Licensed Platform and this is Your only recourse

5.2	**Entire Agreement**. This Agreement constitutes the sole and
entire agreement between the parties as to the subject matter set forth
herein and supersedes are previous license agreements, understandings,
or arrangements between the parties relating to such subject matter.

5.3 **Governing Law**. This Agreement shall be construed, governed,
interpreted and applied in accordance with the internal laws of the
State of Maine, U.S.A., without regard to conflict of laws principles.
The parties agree that any disputes between them may be heard only in
the state or federal courts in the State of Maine, and the parties
hereby consent to venue and jurisdiction in those courts.