Contribution and Software License Agreement ("Agreement")

Version 1.0 (March 13, 2018)

This Agreement covers contributions to and downloads from the ("Program") maintained
by Vanderbilt University ("Vanderbilt"). Part A of this Agreement applies to
contributions of software and/or data to the Program (including making revisions
of or additions to code and/or data already in the Program). Part B of this
Agreement applies to downloads of software and/or data from the Program. Part
C of this Agreement applies to all transactions with the Program. If you distribute
Software (as defined below) downloaded from the Program, all of the paragraphs
of Part B of this Agreement must be included with and apply to such Software.

Your contribution of software and/or data to the Program (including prior to
the date of the first publication of this Agreement, each a "Contribution")
and/or downloading, copying, modifying, displaying, distributing or use of any
software and/or data from the Program (collectively, the "Software") constitutes
acceptance of all of the terms and conditions of this Agreement. If you do not
agree to such terms and conditions, you have no right to contribute your Contribution,
or to download, copy, modify, display, distribute or use the Software.

PART A. CONTRIBUTION AGREEMENT - License to Vanderbilt with Right to Sublicense
("Contribution Agreement").

1. As used in this Contribution Agreement, "you" means the individual contributing
the Contribution to the Program and the institution or entity which employs
or is otherwise affiliated with such individual in connection with such Contribution.

2. This Contribution Agreement applies to all Contributions made to the Program,
including without limitation Contributions made prior to the date of first publication
of this Agreement. If at any time you make a Contribution to the Program, you
represent that (i) you are legally authorized and entitled to make such Contribution
and to grant all licenses granted in this Contribution Agreement with respect
to such Contribution; (ii) if your Contribution includes any patient data, all
such data is de-identified in accordance with U.S. confidentiality and security
laws and requirements, including but not limited to the Health Insurance Portability
and Accountability Act (HIPAA) and its regulations, and your disclosure of such
data for the purposes contemplated by this Agreement is properly authorized
and in compliance with all applicable laws and regulations; and (iii) you have
preserved in the Contribution all applicable attributions, copyright notices
and licenses for any third party software or data included in the Contribution.

3. Except for the licenses granted in this Agreement, you reserve all right,
title and interest in your Contribution.

4. You hereby grant to Vanderbilt, with the right to sublicense, a perpetual,
worldwide, non-exclusive, no charge, royalty-free, irrevocable license to use,
reproduce, make derivative works of, display and distribute the Contribution
as stand-alone software and/or as part of the Program or a larger group of code.
If your Contribution is protected by patent, you hereby grant to Vanderbilt,
with the right to sublicense, a perpetual, worldwide, non-exclusive, no-charge,
royalty-free, irrevocable license under your interest in patent rights covering
the Contribution, to make, have made, use, sell and otherwise transfer your
Contribution, alone or in combination with any other code.

5. You acknowledge and agree that Vanderbilt shall have no liability arising
in connection with claims resulting from your breach of any of the terms of
this Agreement.

6. YOU WARRANT THAT TO THE BEST OF YOUR KNOWLEDGE YOUR CONTRIBUTION DOES NOT
CONTAIN ANY CODE THAT REQURES OR PRESCRIBES AN "OPEN SOURCE LICENSE" FOR DERIVATIVE
WORKS (by way of non-limiting example, the GNU General Public License or other
so-called "reciprocal" license that requires any derived work to be licensed
under the GNU General Public License or other "open source license").

PART B. DOWNLOADING AGREEMENT - License from Vanderbilt with Right to Sublicense
("Software License").

1. As used in this Software License, "you" means the individual downloading
and/or using, reproducing, modifying, displaying and/or distributing the Software
and the institution or entity which employs or is otherwise affiliated with
such individual in connection therewith. Vanderbilt University ("Vanderbilt")
hereby grants you, with right to sublicense, with respect to Vanderbilt’s
rights in the software, and data, if any, which is the subject of this Software
License (collectively, the "Software"), a royalty-free, non-exclusive license
to use, reproduce, make derivative works of, display and distribute the Software
provided that:

(a) you accept and adhere to all of the terms and conditions of this Software
License;

(b) the software is used solely for noncommercial purposes, with research use
by a for-profit company permitted provided the Software is not the basis for
providing a contract or other services to any entity;

(c) in connection with any copy of or sublicense of all or any portion of the
Software, all of the terms and conditions in this Software License shall appear
in and shall apply to such copy and such sublicense, including without limitation
all source and executable forms and on any user documentation, prefaced with
the following words: "All or portions of this licensed product (such portions
are the "Software") have been obtained under license from Vanderbilt University
and are subject to the following terms and conditions:"
 
(d) you preserve and maintain all applicable attributions, copyright notices
and licenses included in or applicable to the Software;

(e) modified versions of the Software must be clearly identified and marked
as such, and must not be misrepresented as being the original Software; and

(f) you consider making, but are under no obligation to make, the source code
of any of your modifications to the Software freely available to others on an
open source basis.

2. The license granted in this Software License includes without limitation
the right to (i) incorporate the Software into proprietary programs (subject
to any restrictions applicable to such programs), (ii) add your own copyright
statement to your modifications of the Software, and (iii) provide additional
or different license terms and conditions in your sublicenses of modifications
of the Software; provided that in each case your use, reproduction or distribution
of such modifications otherwise complies with the conditions stated in this
Software License.

3. This Software License does not grant any rights with respect to third party
software, except those rights that Vanderbilt has been authorized by a third
party to grant to you, and accordingly you are solely responsible for (i) obtaining
any permissions from third parties that you need to use, reproduce, make derivative
works of, display and distribute the Software, and (ii) informing your sublicensees,
including without limitation your end-users, of their obligations to secure
any such required permissions.

4. The Software has been designed for research purposes only and has not been
reviewed or approved by the Food and Drug Administration or by any other agency.
YOU ACKNOWLEDGE AND AGREE THAT CLINICAL APPLICATIONS ARE NEITHER RECOMMENDED
NOR ADVISED. Any commercialization of the Software is at the sole risk of the
party or parties engaged in such commercialization. You further agree to use,
reproduce, make derivative works of, display and distribute the Software in
compliance with all applicable governmental laws, regulations and orders, including
without limitation those relating to export and import control.

5. The Software is provided "AS IS" and neither Vanderbilt nor any contributor
to the software (each a "Contributor") shall have any obligation to provide
maintenance, support, updates, enhancements or modifications thereto. VANDERBILT
AND ALL CONTRIBUTORS SPECIFICALLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES
OF ANY KIND INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL VANDERBILT
OR ANY CONTRIBUTOR BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY
ARISING IN ANY WAY RELATED TO THE SOFTWARE, EVEN IF VANDERBILT OR ANY CONTRIBUTOR
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT NOT
PROHIBITED BY LAW OR REGULATION, YOU FURTHER ASSUME ALL LIABILITY FOR YOUR USE,
REPRODUCTION, MAKING OF DERIVATIVE WORKS, DISPLAY, LICENSE OR DISTRIBUTION OF
THE SOFTWARE AND AGREE TO INDEMNIFY AND HOLD HARMLESS VANDERBILT AND ALL CONTRIBUTORS
FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, ACTIONS, DEMANDS AND JUDGMENTS ARISING
THEREFROM.

6. None of the names, logos or trademarks of Vanderbilt or any of Vanderbilt's
affiliates or any of the Contributors, or any funding agency, may be used to
endorse or promote products produced in whole or in part by operation of the
Software or derived from or based on the Software without specific prior written
permission from the applicable party.

7. Any use, reproduction or distribution of the Software which is not in accordance
with this Software License shall automatically revoke all rights granted to
you under this Software License and render Paragraphs 1 and 2 of this Software
License null and void.

8. This Software License does not grant any rights in or to any intellectual
property owned by Vanderbilt or any Contributor except those rights expressly
granted hereunder.

9. Any publications that make use of the Software should include an acknowledgement
to Vanderbilt University and the software developers using the citation below:

Yuankai Huo, Zhoubing Xu, Katherine Aboud, Parasanna Parvathaneni, Shunxing
Bao, Camilo Bermudez, Susan M. Resnick, Laurie E. Cutting, and Bennett A. Landman.
"Spatially Localized Atlas Network Tiles Enables 3D Whole Brain Segmentation"
In International Conference on Medical Image Computing and Computer-Assisted
Intervention, MICCAI 2018.

10. For commercial use rights, contact the Vanderbilt University Center for
Technology Transfer and Commercialization at cttc@vanderbilt.edu or call 615-343-2430
and inquire about the Program.

PART C. MISCELLANEOUS

This Agreement shall be governed by and construed in accordance with the laws
of the State of Tennessee without regard to principles of conflicts of law.
This Agreement shall supersede and replace any license terms that you may have
agreed to previously with respect to the Program