LICENSE AGREEMENT (ACADEMIC USE)
CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS.  This License Agreement (the 
“Agreement”) is a legal contract between you, your employer, educational institution or organization (collectively, 
“You”) and the BC Cancer Agency Branch (“BCCA”) with respect to the license of the TitanCNA (R Bioconductor package), 
including all associated documentation (collectively, the “Product”).   
BCCA is willing to license the Product to You only if You accept the terms and conditions of this Agreement.  By 
clicking on the “I ACCEPT” button, or by copying, downloading, accessing or otherwise using the Product, You 
automatically agree to be bound by the terms of this Agreement.  IF YOU DO NOT WISH TO BE BOUND 
BY THE TERMS OF THIS AGREEMENT, DO NOT COPY, DOWNLOAD, ACCESS OR 
OTHERWISE USE THE PRODUCT.
1.	AUTHORITY:  In the event that You are an educational institution or organization, Your representative who 
is clicking the “I ACCEPT” button, or otherwise copying, downloading, accessing or using the Product 
hereby, in their personal capacity, represents and warrants that they possess the legal authority to enter into 
this Agreement on Your behalf and to bind You to the terms of this Agreement.
2.	LICENSE TO USE: BCCA hereby grants to You a personal, non-exclusive, non-transferable, limited license 
to use the Product solely for internal, non-commercial use for non-profit research or educational purposes only 
on the terms and conditions contained in this Agreement. The Product may be installed on a maximum of one 
machine per Qualified User at Your premises only.  A copy of the Product installed on a single common 
machine may be shared for internal use by Qualified Users only.  In order to be a “Qualified User”, an 
individual must be a student, researcher, professor, instructor or staff member of a non-profit educational 
institution or organization who uses the Product solely for non-profit research or educational purposes.
3.	RESTRICTIONS:  You acknowledge and agree that You shall not, and shall not authorize any third party to:
(a)	make copies of the Product, except as provided in Section 2 and except for a single backup copy, and 
any such copy together with the original must be kept in Your possession or control;
(b)	modify,, adapt, decompile, disassemble, translate into another computer language, create derivative 
works of, or otherwise reverse engineer the Product, or disclose any trade secrets relating to the 
Product, except as permitted in Section 5;
(c)	license, sublicense, distribute, sell, lease, transfer, assign, trade, rent or publish the Product or any part 
thereof and/or copies thereof, to any third party;
(d)	use the Product to process any data other than Your own;
(e)	use the Product or any part thereof for any commercial or for-profit purpose or any other purpose other 
than as permitted in Section 2; or
(f)	use, without its express permission, the name of BCCA.
4.	INTELLECTUAL PROPERTY RIGHTS:  Subject to Section 5 below, all patents, copyrights, trade secrets, 
service marks, trademarks and other proprietary rights in or related to the Product and any improvements, 
modifications and enhancements thereof are and will remain the exclusive property of BCCA or its licensors.  
You agree that You will not, either during or after the termination of this Agreement, contest or challenge the 
title to or the intellectual property rights of BCCA or its licensors in the Product or any portion thereof.
5.	OWNERSHIP OF IMPROVEMENTS:  In the event that the Product, in the form provided to You, includes 
source code (the “Source Code”), You are entitled to make improvements, modifications and enhancements to 
the Source Code (collectively, “Improvements”) which Improvements are to be used by You for non-profit 
research and educational purposes only and You shall be the owner of those Improvements that You directly 
make and of all intellectual property rights to such Improvements, subject to the foregoing limits on Your use 
and distribution of such Improvements.  You hereby grant to BCCA a perpetual, non-exclusive, worldwide, 
fully-paid, irrevocable license to use such Improvements for any purposes whatsoever, and to sublicense such 
Improvements including the right for third parties to sublicense the same, in perpetuity to the extent such 
rights are not limited in duration under applicable law, without identifying or seeking Your consent.  
Notwithstanding the foregoing, You acknowledge that BCCA and its licensors will retain or own all rights in 
and to any pre-existing code or other technology, content and data that may be incorporated in the 
Improvements.  For greater certainty, this Section applies solely to the Source Code and shall not give You any 
rights with respect to the object code or any other portion or format of the Product which use, for greater 
certainty, is limited as set forth in this Agreement including as set out in Section 3(b) above.  You 
acknowledge and agree that you will provide copies of Improvements to BCCA in such format as reasonably 
requested by BCCA at any time upon the request of BCCA.
6.	CONFIDENTIALITY:  You acknowledge that the Product is and incorporates confidential and proprietary 
information developed, acquired by or licensed to BCCA.  You will take all reasonable precautions necessary 
to safeguard the confidentiality of the Product, and will not disclose any information about the Product to any 
other person without BCCA’s prior written consent.  You will not allow the removal or defacement of any 
confidential or proprietary notice placed on the Product.  You acknowledge that any breach of this Section 6 
will cause irreparable harm to BCCA and its licensors.
7.	NO WARRANTIES:   THIS PRODUCT IS PROVIDED TO YOU BY BCCA IN ORDER TO ALLOW YOU TO OBTAIN 
ACCESS TO LEADING ACADEMIC RESEARCH. THE PRODUCT IS PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT 
WARRANTY OF ANY KIND. NO WARRANTY, REPRESENTATION OR CONDITION EITHER EXPRESS OR IMPLIED, 
INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, NON-
INFRINGEMENT, PERFORMANCE, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE SHALL APPLY.  
BCCA DOES NOT WARRANT THAT THE PRODUCT WILL OPERATE ON A CONTINUOUS OR TROUBLE FREE BASIS.
8.	LIMITATION OF LIABILITY:  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT 
SHALL THE AGGREGATE LIABILITY OF BCCA TO YOU EXCEED THE AMOUNT YOU HAVE PAID TO ACQUIRE THE 
PRODUCT (“MAXIMUM AMOUNT”) AND WHERE YOU HAVE NOT PAID ANY AMOUNT FOR THE PRODUCT THEN 
THE MAXIMUM AMOUNT SHALL BE DEEMED TO BE CDN$1,000.  IN NO EVENT SHALL BCCA BE LIABLE FOR 
ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY 
DAMAGES FOR LOST PROFITS OR SAVINGS, REGARDLESS OF WHETHER THEY HAVE BEEN ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGE. EXCEPT TO THE EXTENT THAT THE LAWS OF A COMPETENT JURISDICTION 
REQUIRE LIABILITIES BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS, THESE 
LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY WHETHER AN ACTION, CLAIM OR DEMAND ARISES 
FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR 
ANY OTHER KIND OF CIVIL OR STATUTORY LIABILITY CONNECTED WITH OR ARISING FROM THIS AGREEMENT. 
YOU AGREE THAT THE FOREGOING DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY ARE FAIR IN 
LIGHT OF THE NATURE OF THE RIGHTS GRANTED HEREIN AND THE AMOUNT OF FEES PAID BY YOU IN RESPECT 
OF THE PRODUCT.
9.	INDEMNITY: You will indemnify, defend and hold harmless BCCA, its board of directors, staff and agents 
from and against any and all liability, loss, damage, action, claim or expense (including attorney’s fees and 
costs at trial and appellate levels) in connection with any claim, suit, action, demand or judgement 
(collectively, “Claim”) arising out of, connected with, resulting from, or sustained as a result of Your use of 
the Product or the downloading of the Product, including without limitation, any Claim relating to 
infringement of BCCA’s intellectual property rights or the intellectual property rights of any third party.
10.	SUPPORT AND MAINTENANCE: You acknowledge and agree that, unless and to the extent expressly 
agreed by BCCA in a separate written document, the Product is provided to You without any support or 
maintenance from BCCA and, for greater certainty, BCCA shall have no obligation to issue any update or 
upgrade to any Product.
11.	TERM:  This Agreement is effective until terminated.  You may terminate this Agreement at any time by 
ceasing use of the Product and destroying or deleting any copies of the Product.  This Agreement will 
terminate immediately without notice from BCCA if You fail to comply with any provision of this Agreement.  
BCCA may terminate this Agreement at any time upon notice to you where BCCA determines, in its sole 
discretion, that any continued use of the Product could infringe the rights of any third parties.  Upon 
termination of this Agreement, and in any event upon BCCA delivering You notice of termination, You shall 
immediately purge all Products from Your computer system(s), return to BCCA all copies of the Product that 
are in Your possession or control, and cease any further development of any Improvements.  On any 
termination of this Agreement Sections 1, 4, 6, 7, 8, 9, 13 and 14 shall survive such termination.
12.	GOVERNMENT END USERS: Where any of the Product is used, duplicated or disclosed by or to the United 
States government or a government contractor or sub contractor, it is provided with RESTRICTED RIGHTS 
as defined in Title 48 CFR 52.227-19 and is subject to the following: Title 48 CFR 2.101, 52.227-19, 227.7201 
through 227.7202-4, FAR 52.227-14, and FAR 52.227-19(c)(1-2) and (6/87), and where applicable, the 
customary software license, as described in Title 48 CFR 227-7202 with respect to commercial software and 
commercial software documentation including DFAR 252.227-7013, DFAR 252,227-7014, DFAR 252.227-
7015 and DFAR 252.7018, all as applicable.
13.	USE OF THE DOWNLOAD SERVICE:  You acknowledge and agree that you will be responsible for all 
costs, charges and taxes (where applicable) arising out of Your use of the Product and the downloading of the 
Product. You acknowledge that You are responsible for supplying any hardware or software necessary to use 
the Product pursuant to this Agreement.
14.	GENERAL PROVISIONS:
(a)	This Agreement will be governed by the laws of the Province of British Columbia, and the laws of 
Canada applicable therein, excluding any rules of private international law that lead to the application 
of the laws of any other jurisdiction.  The United Nations Convention on Contracts for the 
International Sale of Goods (1980) does not apply to this Agreement.  The courts of the Province of 
British Columbia shall have non-exclusive jurisdiction to hear any matter arising in connection with 
this Agreement.
(b)	USE OF THE PRODUCT IS PROHIBITED IN ANY JURISDICTION WHICH DOES NOT GIVE 
EFFECT TO THE TERMS OF THIS AGREEMENT.
(c)	You agree that no joint venture, partnership, employment, consulting or agency relationship exists 
between You and BCCA as a result of this Agreement or Your use of the Product.
(d)	You hereby consent to Your contact information and any other personally identifiable information that 
You provide to us being disclosed to and maintained and used by us and our business partners for the 
purposes of (i) managing and developing our respective businesses and operations; (ii) marketing 
products and services to You and your staff; and (iii) developing new and enhancing existing products.  
You further agree that we may provide this information to other persons as required to satisfy any 
legal requirements and to any person that acquires some or all of the assets of BCCA.  Where any of 
the personally identifiable information that You provide to us is in respect of individuals other than 
Yourself (such as Your staff) then You represent and warrant to use that You have obtained all 
necessary consents and authorizations from such individuals in order to comply with this provision.  
Please see the BCCA website for further information regarding personally identifiable information.
(e)	This Agreement is the entire Agreement between You and BCCA relating to this subject matter.  You 
will not contest the validity of this Agreement merely because it is in electronic form.  No 
modification of this Agreement will be binding, unless in writing and accepted by an authorized 
representative of each party. 
(f)	The provisions of this Agreement are severable in that if any provision in the Agreement is determined 
to be invalid or unenforceable under any controlling body of law, that will not affect the validity or 
enforceability of the remaining provisions of the Agreement.
(g)	You agree to print out or download a copy of this Agreement and retain it for Your records.
(h)	You consent to the use of the English language in this Agreement.
(i)	You may not assign this Agreement or any of Your rights or obligations hereunder without BCCA’s 
prior written consent. BCCA, at its sole discretion may assign this Agreement without notice to You.

