Terms of Service

Non-commercial License Agreement

This license agreement (hereinafter the “Agreement”) is entered into by and between VIB vzw (hereinafter “VIB”) located at Rijvisschestraat 120, B-9052 Zwijnaarde, Belgium and “LICENSEE”.

WHEREAS VIB owns or has rights to the website switchlab.org (hereinafter “Website”), and VIB desires to license said website so that it becomes available for informative use.

WHEREAS LICENSEE desires to acquire a non-exclusive license to use the Website for non-commercial purposes only.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. The copyright in Website is owned by VIB. VIB has the right to distribute Website.
2. By using the Website the LICENSEE agrees to the terms and conditions of this Non-commercial License Agreement.
3. Subject to the terms and conditions of this Agreement VIB hereby grants and LICENSEE accepts a non-exclusive, non-transferable license to use the Website for strictly non-commercial use only.
4. LICENSEE shall acknowledge VIB as the provider of Website and shall include appropriate reference in accordance with academic customs to the source of the Website in any manuscript describing data obtained using Website.
5. This license does not entitle LICENSEE to receive from VIB hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Website, and nothing contained herein shall be interpreted as to require VIB, its faculty, employees or students to provide maintenance, installation services, debugging, consultation or end-user support of any kind.
6. The title and copyright to Website and any associated programs and documentation shall remain with VIB. LICENSEE agrees to preserve the same.
7. LICENSEE agrees not to make any copies of Website except for use in LICENSEE’s laboratory, without VIB’s prior written consent LICENSEE agrees to place the appropriate copyright notice on any such copies.
8. LICENSEE shall not distribute Website to other laboratories within LICENSEE’s institution. LICENSEE shall not transfer Website to another location or person outside of LICENSEE’s institution without VIB’s prior and written permission. In the event VIB permits distribution, LICENSEE agrees to place the appropriate copyright notice on the redistributed website.
9. LICENSEE shall not market or otherwise benefit commercially from any product utilizing any portion of Website, nor any derivative works of Website, without first entering into a separate commercial license with VIB. Neither the name of the copyright holder nor the names of its contributors may be used to endorse or promote products derived from the Website without specific prior written permission.
10. Except as otherwise expressly permitted in this Agreement, LICENSEE must not (i) modify or create any derivative works of the Website or documentation, including customization, translation or localization; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Website; (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Website.
11. LICENSEE acknowledges that the Website is proprietary to VIB. The Website code shall be treated as trade secrets and confidential information of VIB, and LICENSEE agrees to use all reasonable efforts to hold the same in confidence. LICENSEE’s obligation for confidentiality shall not extend to any information which (i) is or becomes generally available to the public, (ii) is already known to or subsequently disclosed by third parties to LICENSEE and at its free disposal, or (iii) is independently developed by LICENSEE or its affiliates without the use of the confidential information disclosed by VIB, or (iv) is required by law or legal process to be disclosed.
12. THIS WEBSITE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS WEBSITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
13. LICENSEE will indemnify, defend and hold harmless VIB, its directors, officers, employees and agents from and against all liability, losses, damages and expenses (including attorney’s fees and costs) arising out of any claims, demands, actions or other proceedings made or instituted by any third party against any of them and arising out of or relating to any breach of this Agreement by LICENSEE, or any use of the Website by LICENSEE, except insofar as such claims or liability result from VIB’s gross negligence or willful misconduct.
14. This Agreement and the license rights granted herein shall become effective as of the moment of access to the website by the LICENSEE and shall continue in full force unless terminated in accordance with this Section. Upon one party's breach of any agreement, covenant, or representation made in this Agreement, the agreement will automatically end thirty (30) days after such breach. Either party shall have the right, at any time, to terminate this Agreement without cause by written notice to the other party specifying the date of termination. Upon termination, LICENSEE shall destroy all full and partial copies of the Website. LICENSEE shall forward written notice to VIB that all programs containing Website have been deleted from all computer libraries and storage or memory devices and are no longer stored therein.
15. This Agreement shall be construed in accordance with the laws of Belgium. The courts of Belgium shall have exclusive jurisdiction.
16. The parties agree that this Agreement is the complete and exclusive agreement among the parties and supersedes all proposals and prior agreements whether written or oral, and all other communications among the parties relating to the subject matter of this Agreement. This Agreement cannot be modified. Failure by either party at any time to enforce any of the provisions of this Agreement shall not constitute a waiver by such party of such provision nor in any way affect the validity of this Agreement.
17. The invalidity of singular provisions does not affect the validity of the entire understanding. The parties are obligated, however, to replace the invalid provisions by a regulation, which comes closest to the economic intent of the invalid provision. The same shall apply mutatis mutandis in case of a gap.