Access to SPHERE datasets requires acceptance of the Stanford ADRC Data Use Agreement.
Please read the agreement below, complete all fields, and confirm your acceptance.
RESEARCH USE ONLY — NO COMMERCIAL USE. This Data is provided solely for non-commercial academic research. Commercial use is strictly prohibited, including training, fine-tuning, or developing any commercial machine-learning, artificial-intelligence, foundation, or generative model, and any for-profit product, service, or algorithm. Commercial use requires a separate written license from Stanford.
Data Use Agreement — Stanford ADRC SPHERE Research Data Hub
This Data Use Agreement ("Agreement") is by and between the Board of Trustees of the Leland Stanford Junior University ("Stanford"), and the Recipient identified below. Dr. Victor Henderson of Stanford is the Stanford Principal Investigator.
Term
This Agreement shall be effective upon the Effective Date. The Term may be extended only by written authorization of both parties.
Stanford Data
Ownership. Stanford retains ownership of the Data and all rights to distribute the Data to other commercial or non-commercial entities.
De-identified Data. All individually identifiable health information has been removed from Data. Data does not include Protected Health Information ("PHI") as defined in 45 C.F.R. Section 160.103. Should Recipient inadvertently receive Data that has not been completely de-identified, or otherwise identifies a subject, Recipient shall notify Stanford immediately and shall follow Stanford's written instructions for handling, which may include return or destruction of the identifiable information.
Recipient Use of Stanford Data
Approved Use. Recipient will use the Data only for the Research Program as authorized under this Agreement during the Term, provided such use does not violate HIPAA regulations or applicable laws. If Recipient desires to use or further disclose any Data for purposes other than the Research Program, Recipient must obtain prior written approval from Stanford.
Non-Commercial Research Only. The Data is provided exclusively for non-commercial academic research and may not be used for any commercial purpose. Prohibited commercial uses include, without limitation: (a) training, fine-tuning, or developing any machine-learning, artificial-intelligence, foundation, or generative model — or any product, dataset, or model weights derived from the Data — for commercial benefit or as a commercial offering; (b) developing, evaluating, or improving any commercial product, service, or algorithm; (c) any for-profit, fee-bearing, or revenue-generating activity; and (d) the sale, licensing, or redistribution of the Data. Any commercial use requires a separate written commercial license from Stanford.
Authorized Users. The Data will be used solely by the Recipient Principal Investigator and Recipient faculty, employees, fellows, and students under the direct supervision of the Recipient Principal Investigator that have a need to use or provide a service in respect of the Data in connection with the Research Program, and whose obligations of use are consistent with the terms of this Agreement.
Further Transfer. Recipient shall permit only Authorized Users to use or receive the Data for the Research Program. Recipient may not share or otherwise disclose the Data to any subcontractors, agents, or any other person who is not an Authorized User without Stanford's prior written approval.
No Re-identification or Contact. Recipient will not attempt to re-identify or otherwise determine the identity of any human subject or other individual who may be the subject of the Data, and will not attempt to contact any such individuals for any purpose. Recipient will immediately notify Stanford if identifiable information is inadvertently received and follow Stanford's reasonable written instructions, which may include return or destruction of such information.
Minimum Necessary. Recipient will not request, access, or use more data than the minimum amount necessary to allow Recipient and its Authorized Users to perform the Research Program.
DOJ Bulk Data Rule. Recipient represents and certifies that it and none of its Authorized Users meet the criteria of a "Covered Person" as defined in 28 CFR Part 202. If at any time Recipient or its Authorized Users meet the definition of a "Covered Person," Recipient shall promptly cease all access to the Data and notify Stanford. Recipient agrees not to share or permit access to the Data by any entity or individual that meets the criteria of a "Covered Person."
Data Security
Safeguards. Recipient will implement and maintain commercially reasonable physical, technical, and organizational security measures to protect the Data against accidental or unlawful loss, destruction, alteration, unauthorized disclosure or access, consistent with Stanford's Minimum Security Standards (minsec.stanford.edu). Recipient shall: maintain accurate logs and records of Data processing; not lease, sell, distribute, or otherwise encumber the Data; and immediately notify Stanford of any investigation, litigation, or dispute relating to Recipient's security or privacy practices as it may relate to Recipient's obligations under this Agreement.
Notice of Data Incidents. Recipient shall without undue delay (within 48 hours of confirmation) notify the Stanford Principal Investigator and Stanford Privacy Contact (https://privacyrequest.stanford.edu) of any security vulnerability, unauthorized access, breach, modification, theft, loss, or destruction of the Data, or any failure to maintain material compliance with this Agreement or applicable law.
Duty to Cooperate and Mitigate. In the event of a data breach or unauthorized use or disclosure of the Data, Recipient will cooperate with Stanford in carrying out mitigation efforts and notifications to government agencies and/or individuals, and will mitigate, to the greatest extent possible, any deleterious effects.
Compliance with Law and Policy. Recipient represents and warrants that its use of the Data will comply with all applicable laws, including international, federal, state and local laws and regulations, and that all relevant institutional policies have been followed, including any required IRB or ethics review.
Audit. Recipient will maintain all documents and records related to this Agreement for four (4) years following the date Recipient no longer has access to or a copy of the Data, subject to inspection and audit by Stanford upon advance notice.
Confidential Information
Definition. "Confidential Information" means any confidential and/or proprietary information related to the performance of this Agreement that is provided by one party to the other and is clearly marked "confidential" or identified as such at the time of disclosure, provided that such information is not publicly known, not independently developed by the Receiving Party, or not available to the public under operation of law.
No Disclosure. The Receiving Party will protect Confidential Information using no less than a reasonable degree of care to prevent unauthorized use or disclosure, the same degree it uses to protect its own confidential information of a like nature.
Term of Confidentiality. The Receiving Party's duty to protect Confidential Information expires three (3) years from receipt.
Compelled Disclosure. If the Receiving Party is required by law to disclose Confidential Information, it will provide the Disclosing Party reasonable notice to allow an opportunity to object and seek appropriate relief.
Certificate of Confidentiality. The Data may be covered under a Certificate of Confidentiality, which must be asserted against compulsory legal demands for identifying information about research participants.
Intellectual Property
Right to Access. Stanford grants Recipient a nonexclusive right to access and use the Data solely for the Research Program during the Term, subject to any third-party rights.
Background Intellectual Property. All Intellectual Property developed outside of this Agreement shall remain the property of its owner.
Foreground Intellectual Property. Stanford shall own Intellectual Property solely conceived by Stanford; Recipient shall own Intellectual Property solely conceived by Recipient; jointly developed Intellectual Property shall be jointly owned.
License to Recipient Intellectual Property. Recipient will provide Stanford a copy of all Recipient Intellectual Property and hereby grants Stanford an irrevocable, royalty-free, non-transferable, non-exclusive right and license to use, reproduce, make derivative works, display, and perform publicly Recipient Intellectual Property for Stanford's non-commercial research and academic purposes.
No Other Rights. This Agreement does not constitute, grant, nor confer any license under any patents or proprietary interests of Stanford to Recipient, except as explicitly stated herein.
Publication and Acknowledgment
Publication. Before Recipient submits a paper or abstract for publication or otherwise publicly discloses information about its Results, Stanford will have thirty (30) days to review proposed manuscripts and ten (10) days to review proposed abstracts. Stanford may request a delay of up to thirty (30) additional days to protect any potentially identifiable information or Stanford Confidential Information, or to seek patent protection.
Acknowledgment. Recipient agrees to recognize the contribution of Stanford and the Stanford Alzheimer's Disease Research Center (ADRC) as the source of the Data in all written, visual, or oral public disclosures, and shall include the following acknowledgment: "Stanford Alzheimer's Disease Research Center, NIH/NIA grant P30 AG066515."
Reports
Upon Stanford's request, Recipient shall submit a report summarizing Recipient's use of the Data and any Results, to be sent to the Stanford Principal Investigator.
Liability and Indemnification
Liability. In no event shall Stanford be liable for any use by Recipient or Authorized Users of the Data or Results, or for any loss, claim, damage, or liability of any kind arising from or in connection with this Agreement or Recipient's use, handling, transfer, or storage of the Data.
Indemnification. Recipient will indemnify and hold Stanford, its trustees, directors, officers, employees, agents, students, investigators and affiliates harmless against any and all claims, proceedings, demands and liabilities of any kind, including reasonable legal expenses and attorneys' fees, arising out of injury to any person or persons, or out of any damage to property or actual or suspected breach, resulting from Recipient's or Authorized User's willful misconduct or negligent acts or omissions using the Data or Results, except to the extent such claims arise from the willful misconduct or gross negligence of Stanford.
Termination
Termination for Convenience. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice. Within thirty (30) days after termination, Recipient will discontinue all use of the Data and destroy the Data unless otherwise approved by Stanford.
Termination for Cause. Stanford may immediately terminate this Agreement by written notice if Recipient or any Authorized User has defaulted in any material obligation and fails to cure such default within ten (10) days of written notice.
Discontinuation of Use. Upon expiration of this Agreement, Recipient shall immediately discontinue all use of the Data and destroy the Data unless otherwise requested by Stanford.
Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of California, without reference to its conflict of laws doctrine. Disputes not resolved by mutual agreement may be submitted to binding arbitration under AAA Commercial Arbitration Rules in Palo Alto, California.
General Provisions
Publicity. Neither party will use the name or trademark of the other party in any publicity, advertising, or announcement related to this Agreement without prior written consent.
No Warranties. Data are provided by Stanford AS IS, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR OF NON-INFRINGEMENT.
Amendment. The parties agree to amend this Agreement as necessary to remain in compliance with HIPAA Regulations or any other applicable law, regulation, or institutional policy of Stanford.
Severability. If any provision of this Agreement is found invalid or unenforceable, it shall be deemed severed from this Agreement, but all other provisions shall remain in full force and effect.
Integration. This Agreement supersedes all prior oral and written proposals and communications and sets forth the entire agreement of the parties with respect to the subject matter hereof, and may not be altered or amended except in writing signed by an authorized representative of each party.
Independent Contractors. Stanford and Recipient are independent contractors and neither is an agent, joint venturer, or partner of the other.
Export Controls. Both parties agree to adhere to U.S. export laws and regulations where applicable. Recipient agrees not to disclose Confidential Information that contains technology or technical data identified on any U.S. export control list.
Electronic Copy. The parties agree that a copy of the original signature (including an electronic copy) may be used for any and all purposes for which the original signature may have been used.
Assignment. Recipient may not assign this Agreement without Stanford's prior written approval.
Survival. Sections covering Stanford Data, Recipient Use, Data Security, Confidential Information, Intellectual Property, Liability and Indemnification, and Governing Law will survive the termination or expiration of this Agreement.
Force Majeure. Stanford is not liable for any failure to perform as required by this Agreement if caused by circumstances reasonably beyond Stanford's control.