LICENSE.txt

bonsai LICENSE

Copyright (c) 2020, 23ANDME, INC. All rights reserved.  

Redistribution and use in source and binary forms are permitted, provided that the 
above copyright notice and the License Agreement (LICENSE.txt, which is distributed 
with the source code) are duplicated in all such forms and that any documentation, 
advertising materials, and other materials related to such distribution and use 
acknowledge that the bonsai Software was developed by 23andMe, Inc. The name  
of 23andMe, Inc. may not be used to endorse or promote products derived from this 
software without specific prior written permission. THIS SOFTWARE IS PROVIDED "AS IS" 
AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, 
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


NON-EXCLUSIVE LICENSE AGREEMENT

This Agreement (the "License Agreement") is made and is effective as of the date when 
Licensee (as defined below) exercises the Licensed Rights with respect to the Licensed 
Materials (as both terms are defined below). By exercising the Licensed Rights, Licensee 
accepts and agrees to be bound by the terms and conditions of this License Agreement. 
Licensee is granted the Licensed Rights in consideration of Licensee's acceptance of 
these terms and conditions. The Licensed Rights in the Licensed Materials are granted 
by 23ndMe, Inc. Delaware corporation having a principal place of business at 223 N. 
Mathilda, Sunnyvale, CA 94086 ("23andMe") subject to the terms of this License Agreement.

IF YOU ARE EXERCISING THE LICENSED RIGHTS FOR NON-COMMERCIAL RESEARCH PURPOSES AND ON 
BEHALF OF (i) AN ACADEMIC INSTITUTION, (ii) A NOT-FOR-PROFIT INSTITUTION, OR (iii) 
YOURSELF, AS AN INDIVIDUAL, AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE 
AGREEMENT, YOU MAY DOWNLOAD OR OTHERWISE USE THE LICENSED MATERIALS AS SET FORTH IN THIS 
LICENSE AGREEMENT. OTHERWISE, 23ANDME DOES NOT GRANT YOU A LICENSE TO THE LICENSED 
MATERIALS.

1.  Definitions. In addition to the definitions appearing elsewhere in this 
    Agreement, when used in this Agreement (or its exhibits) the following terms shall 
    have the following meanings:

    a.  "Derivative Work(s)" shall mean any revision, enhancement, modification, 
        translation, abridgement, condensation, or expansion created by Licensee for 
        internal purposes that is based upon the Licensed Materials or a portion 
        thereof that would be a copyright infringement if prepared without the 
        authorization of 23andMe or used for redistribution of the Licensed Materials 
        outside Licensee's Institution.

    b.  "Institution" means an academic or not-for-profit institution performing bona-
        fide non-commercial research on the field of biotechnology.

    c.  "Licensed Materials" means the bonsai Software, including the associated 
        Published Manuscript, White Paper, Manual, and any additional documentation.

    d.  "Licensed Rights" means the non-exclusive rights to download, use, access, 
        copy or modify the Licensed Materials for non-commercial research purposes 
        and subject to the terms and conditions of this License.

    e.  "Licensee" means (i) the Institution exercising the Licensed Rights in the  
        Licensed Materials under this License. For the sake of clarity, the Agreement 
        applies to the Institution and the individual(s) employed by, affiliated with, or 
        enrolled at, an Institution, who exercise(s) the Licensed Rights on behalf of 
        such Institution; or (ii) an individual exercising the Licensed Rights in the 
        Licensed Materials on behalf of himself or herself exclusively for Non-Commercial 
        Research.

    f.  "Licensor" means 23andMe, Inc.

    g.  "Contribution" means any work of authorship, including the original version of 
    the Licensed Materials and any modifications or additions to that Licensed 
    Materials or Derivative Works thereof, that is intentionally submitted to Licensor 
    for inclusion in the Licensed Materials by the copyright owner or by an individual 
    or legal entity authorized to submit on behalf of the copyright owner. For the 
    purposes of this definition, "submitted" means any form of electronic, verbal, or 
    written communication sent to the Licensor or its representatives, including but 
    not limited to communication on electronic mailing lists, source code control 
    systems, and issue tracking systems that are managed by, or on behalf of, the 
    Licensor for the purpose of discussing and improving the Licensed Materials, but 
    excluding communication that is conspicuously marked or otherwise designated in 
    writing by the copyright owner as "Not a Contribution."

    h.  "Contributor" means Licensor and any individual or legal entity on behalf of whom 
    a Contribution has been received by Licensor and subsequently incorporated within 
    the Licensed Materials.

    i.  "Non-Commercial Research" means bona-fide research on the field of 
        biotechnology (i) primarily intended to generate new knowledge and 
        understanding using scientific methods; (ii) conducted to publish the research 
        findings and share the derived data in the scientific community; (iii) conducted 
        in accordance with applicable laws, regulations and ethical requirements; and 
        (iv) not intended for, or directed towards, commercial advantage or monetary 
        compensation. 

2.  Scope of Licensed Rights.

    a.  License grant. Subject to the terms and conditions of this Agreement, 
        23andMe hereby grants Licensee a worldwide, royalty-free, non-sublicensable, 
        non-exclusive, irrevocable license to exercise the Licensed Rights in the 
        Licensed Materials to:

        (i)   Use and reproduce the Licensed Materials, in whole or in part, for 
              internal Non-Commercial Research purposes only; and
        (ii)  produce, reproduce, and create Derivative Works for internal 
              Non-Commercial Research purposes only.

    b.  License Term. The term of the License under this Agreement is specified in 
        Section 6(a).

    c.  Downstream recipients.

        (i)   Additional offer from 23andMe; Derivative Works. If Licensee modifies 
              the Licensed Materials, every recipient of the Licensed Materials, as 
              modified per Licensee's contributions automatically receives an offer from 
              23andMe to exercise the Licensed Rights in the Licensed Materials under the 
              conditions of the license that Licensee applies to their contributions to 
              the Licensed Materials ("Derivative Work License"), provided that any 
              Derivative Work License must be solely used internally, for Non-Commercial 
              Research purposes only and must be substantially similar to the Licensed 
              Rights granted under this Agreement.
        (ii)  No downstream restrictions. Licensee may not offer or impose any 
              additional or different terms or conditions on, or apply any technological 
              measures to, the Licensed Materials (when shared internally) if doing so 
              restricts exercise of the Licensed Rights by a recipient of the Licensed 
              Material.

    d.  No endorsement. Nothing in this License constitutes or may be construed as 
        permission to assert or imply that Licensee is, or that Licensee's use of the 
        Licensed Materials is, connected with, or sponsored, endorsed, or granted 
        official status by, 23andMe or others designated to receive attribution as 
        provided in Section 3(a)(i)(A).

    e.  Grant of Patent License. Subject to the terms and conditions of this License, 
    each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, 
    no-charge, royalty-free, irrevocable (except as stated in this section) patent 
    license to make, have made, use, offer to sell, sell, import, and otherwise 
    transfer the Work, where such license applies only to those patent claims 
    licensable by such Contributor that are necessarily infringed by their 
    Contribution(s) alone or by combination of their Contribution(s) with the Work 
    to which such Contribution(s) was submitted. If You institute patent litigation 
    against any entity (including a cross-claim or counterclaim in a lawsuit) 
    alleging that the Work or a Contribution incorporated within the Work 
    constitutes direct or contributory patent infringement, then any patent 
    licenses granted to You under this License for that Work shall terminate as of 
    the date such litigation is filed.


Nothing in this License constitutes or may be construed as 
        permission to assert or imply that Licensee is, or that Licensee's use of the 
        Licensed Materials is, connected with, or sponsored, endorsed, or granted 
        official status by, 23andMe or others designated to receive attribution as 
        provided in Section 3(a)(i)(A).

    f.  Other rights.

        (i)   Moral rights, such as the right of integrity, are not licensed under this 
              License, nor are publicity, privacy, and/or other similar personality 
              rights; however, to the extent possible, 23andMe waives and/or agrees not 
              to assert any such rights held by 23andMe to the limited extent necessary 
              to allow Licensee to exercise the Licensed Rights, but not otherwise.
        (ii)  Trademark rights are not licensed under this License.
        (iii) 23andMe expressly reserves any right to collect royalties and/or exercise 
              any legal or equitable remedy available to it when the Licensed Materials 
              are used other than for Non-Commercial Research purposes or otherwise 
              beyond the scope of rights granted under this License Agreement.

3.  License Conditions. Licensee's exercise of the Licensed Rights is expressly 
    made subject to the following conditions.

    a. Attribution.

        (i)   Licensee may share the Licensed Materials internally (including in 
              modified form), provided that Licensee must:
              A. Retain the following if it is supplied by 23andMe with the Licensed 
                 Material:
                 a. Identification of 23andMe as creator of the Licensed Materials in 
                    the manner requested by 23andMe;
                 b. A copyright notice;
                 c. A notice that refers to the file where this License Agreement is 
                    made available or a link to this License Agreement;
                 d. A notice that refers to the disclaimer of warranties;
                 e. A URI or hyperlink to the Licensed Materials to the extent 
                    reasonably practicable;
              B. Indicate if Licensee modified the Licensed Material and retain an 
                 indication of any previous modifications; and
              C. Indicate the Licensed Materials are licensed under this Agreement, and 
                 include the text of, or the URI or hyperlink to, this License Agreement.
        (ii)  Licensee may satisfy the conditions in this Section 3(a) in any reasonable 
              manner based on the medium, means, and context in which Licensee shares 
              the Licensed Material. For example, it may be reasonable to satisfy the 
              conditions by providing a URI or hyperlink to a resource that includes the 
              required information.
        (iii) If requested by 23andMe, Licensee must remove any of the information 
              required by Section 3(a) to the extent reasonably practicable.
              b. No Redistribution or Sharing. In addition to the conditions in Section 
              3(a) if Licensee modifies the Licensed Materials, such modifications may 
              only be used for internal purposes and not for distribution. The Licensed 
              Materials may not be used for redistribution purposes and any individual or 
              institution interested in obtaining Licensed Rights in the Licensed 
              Materials should be directed to 23andMe. 

4.  DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.

    a.  UNLESS OTHERWISE SEPARATELY UNDERTAKEN BY 23ANDME, TO THE 
        EXTENT POSSIBLE, 23ANDME OFFERS THE LICENSED MATERIALS AS-IS AND 
        AS-AVAILABLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY 
        KIND CONCERNING THE LICENSED MATERIALS, WHETHER EXPRESS, IMPLIED, 
        STATUTORY, OR OTHER. THIS INCLUDES, WITHOUT LIMITATION, 
        WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR 
        PURPOSE, NON-INFRINGEMENT, ABSENCE OF LATENT OR OTHER DEFECTS, 
        ACCURACY, OR THE PRESENCE OR ABSENCE OF ERRORS, WHETHER OR NOT 
        KNOWN OR DISCOVERABLE. WHERE DISCLAIMERS OF WARRANTIES ARE NOT 
        ALLOWED IN FULL OR IN PART, THIS DISCLAIMER MAY NOT APPLY TO 
        LICENSEE.

    b.  TO THE EXTENT POSSIBLE, IN NO EVENT WILL 23ANDME BE LIABLE TO 
        LICENSEE OR TO ANY THIRD PARTY ON ANY LEGAL THEORY (INCLUDING, 
        WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE FOR ANY DIRECT, 
        SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, 
        OR OTHER LOSSES, COSTS, EXPENSES, OR DAMAGES ARISING OUT OF THIS 
        LICENSE AGREEMENT OR USE OF THE LICENSED MATERIALS, EVEN IF 
        23ANDME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, COSTS, 
        EXPENSES, OR DAMAGES. WHERE A LIMITATION OF LIABILITY IS NOT 
        ALLOWED IN FULL OR IN PART, THIS LIMITATION MAY NOT APPLY TO 
        LICENSEE.

    c.  The disclaimer of warranties and limitation of liability provided above shall be 
        interpreted in a manner that, to the extent possible, most closely 
        approximates an absolute disclaimer and waiver of all liability.

5.  Term and Termination.

    a.  The License Rights to the Licensed Materials will apply for the term of the 
        copyrights licensed under the Agreement. However, if Licensee fails to comply 
        with this License, then Licensee's rights under this License Agreement 
        terminate automatically.

    b.  Where Licensee's right to use the Licensed Material has terminated under 
        Section 5(a), it may be reinstated: (i) Automatically as of the date the 
        violation is cured, provided it is cured within fifteen (15) days of Licensee's 
        discovery of the violation; or (ii) Upon express reinstatement by 23andMe. For 
        clarity, this Section 5 does not affect any right 23andMe may have to seek any 
        remedies available at law or equity for Licensee's violations of this License 
        Agreement.

    c.  23andMe reserves the right to (i) offer the Licensed Materials under separate 
        terms or conditions or (ii) stop distributing the Licensed Materials at any time; 
        however, doing so will not terminate the License Rights granted herein.

    d.  Sections 1, 4, 5, 6, and 7 survive termination of this License Agreement.

6.  Other Terms and Conditions. By exercising the Licensed Rights, Licensee 
    understands and agrees that this License Agreement (and any dispute, controversy, 
    proceedings or claim of whatever nature arising out of this Agreement or its 
    formation) shall be construed, interpreted and governed by the laws of the State of 
    California and shall be subject to the exclusive jurisdiction of the California 
    Courts. 23andMe shall not be bound by any additional or different terms or conditions 
    communicated by Licensee unless expressly agreed in a writing executed by an 
    authorized officer. Nothing in this Agreement shall operate to transfer to Licensee 
    any intellectual property rights relating to the Licensed Materials. Any 
    arrangements, understandings, or agreements regarding the Licensed Material not 
    stated herein are separate from and independent of the terms and conditions of this 
    License Agreement.

7.  Interpretation. To the extent possible, if any provision of this License is 
    deemed unenforceable, it shall be automatically reformed to the minimum extent 
    necessary to make it enforceable. If the provision cannot be reformed, it shall be 
    severed from this License without affecting the enforceability of the remaining terms 
    and conditions. No term or condition of this License will be waived and no failure to 
    comply consented to unless expressly agreed to by 23andMe. Nothing in this License 
    constitutes or may be interpreted as a limitation upon, or waiver of, any privileges 
    and immunities that apply to 23andMe or Licensee, including from the legal processes 
    of any jurisdiction or authority.

End of License Agreement