Terms and Conditions
This Database Contributor License Agreement (“Agreement”) is entered into on this date (the “Effective Date”) by and between you and your institution and the Society for Immunotherapy of Cancer located at 555 East Wells Street, Suite 1100, Milwaukee, WI 53202-3823 (hereinafter “SITC”) (each a “Party” and collectively, “the Parties”). By checking the box and providing your electronic signature, you acknowledge that you institution is aware of this agreement if necessary.
(a) SITC is a 501(c)(3) non-profit medical professional society of influential scientists, academicians, researchers, clinicians, government representatives, and industry leaders from around the world dedicated to improving cancer patient outcomes by advancing the science and application of cancer immunotherapy.
SITC is compiling a virtual database that will allow investigators across academia and industry to advertise the sample sets they have at their disposal, making it accessible to other researchers in the field thus providing an excellent resource that will nurture future collaborations and possible funding opportunities.
(b) Contributor desires to contribute data (“Contributions”) to the database in exchange for having access to certain elements of the database.
Contributor grants to SITC a worldwide, royalty-free, non-exclusive, perpetual, sub-licensable, irrevocable license in the Contributions in connection with the database. Except for the license granted herein to SITC, Contributor reserves all right, title, and interest in and to its Contributions.
2. Contributor’s Grant of License
Contributor acknowledges that SITC owns the database, all aggregated data contained in the database, and any analysis of such aggregated data.
3. SITC’s Ownership of the Database
Contributor will have access to the database and will be permitted to use certain contents of the database upon such terms as specified by SITC. Contributor acknowledges and agrees that it owns only its Contributions and has no rights in the database itself or material supplied by other contributors.
4. Contributor’s Access to the Database
Contributor represents and warrants that it is legally entitled to grant the above license and that the Contributions do not infringe any rights of third parties.
5. Representations and Warranties
Each party hereby agrees to defend, indemnify and hold the other party, its employees and agents harmless against any and all claims, liabilities, losses, damages or expenses, (including, without limitation, attorneys fees) by any third party arising out of the indemnifying party’s performance or breach of this Agreement.
- This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any disputes arising out of or related in any way to this Agreement, its performance or breach, including but not limited to actions seeking equitable relief, shall be brought exclusively in the federal or state courts located in Milwaukee, Wisconsin.
- Any provision of this Agreement that is determined to be unenforceable or unlawful shall not affect the remainder of the Agreement, and the unenforceable or unlawful provision shall be limited or eliminated to the minimum extent necessary to that this Agreement shall otherwise remain in full force and effect and enforceable.
- This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements between them, whether written or oral, with respect to the subject matter of the Agreement.
- This Agreement may not be amended, modified or provision hereof waived, except in a writing signed by the parties.
- No waiver by either party, whether express or implied, of any provision of this Agreement, or of any breach thereof, shall constitute a continuing waiver of such provision or a breach or waiver of any other provision of this Agreement.