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223 lines
12 KiB
223 lines
12 KiB
HSL ACADEMIC LICENCE VERSION 1.2 MAY 2011
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1 DEFINITIONS AND INTERPRETATION
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In this Agreement the following expressions have the following meanings:
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"Harmful means any virus, worm, time bomb, time lock, drop dead
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Element" device, trap and access code or anything else that
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might disrupt, disable, harm or impede the operation of
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any information system, or that might corrupt, damage,
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destroy or render inaccessible any software, data or
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file, or that may allow any unauthorised person to gain
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access to, any information system or any software, data
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or file on it;
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"Intellectual means patents, trade marks, service marks, registered
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Property" designs, copyrights, database rights, design rights,
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know-how, confidential information, applications for
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any of the above, trade secrets and any similar right
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recognised from time to time in any jurisdiction,
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together with all rights of action in relation to the
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infringement of any of the above;
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"Software" means the software and any accompanying documentation
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downloaded by the Licensee; and
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"STFC" means the Science and Technology Facilities Council,
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one of whose principal offices is at Rutherford
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Appleton Laboratory, Harwell Oxford, Didcot, OX11 0QX.
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2 LICENCE
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2.1 In consideration of the confidentiality undertakings given by the Licensee
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pursuant to Clause 4, STFC grants the Licensee, for the duration of this
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agreement, an indefinite, non-exclusive, non-transferable licence to use
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the Software solely for personal use on the terms and conditions of this
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Agreement provided that:
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2.1.1 the Licensee must be employed by, or a student of, a non-profit
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educational, academic or research institute;
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2.1.2 the Licensee may not distribute any of the Software to any third
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party, or share its use with any third party (regardless of whether
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such third party is from the same institution), and the Licensee
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may not sub-license the use of any of the Software;
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2.1.3 the Licensee may not use the Software for any commercial purposes;
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and
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2.1.4 the Licensee may not copy any of the Software except for the
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purposes of making a reasonable number of back-up copies, nor may
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the Licensee modify the Software or incorporate or imbed it into
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any other software products, except to optimise its performance for
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the Licensee's use on a particular platform.
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2.2 The licence granted in clause 2.1 relates only to the release of the
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Software at the date of this Agreement. The Licensee must acquire a new
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licence from STFC to use any future release of the Software.
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2.3 The Licensee will not tamper with or remove any copyright or other
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proprietary notice or any disclaimer that appears on or in any part of
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the Software and will reproduce the same in all copies of the Software.
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2.4 In any published work produced by the Licensee which includes results
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achieved by using the Software, the Licensee shall acknowledge that the
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Software was used in producing the results contained in such publication
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by including the following citation: "HSL, a collection of Fortran codes
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for large-scale scientific computation. See http://www.hsl.rl.ac.uk/".
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3 WARRANTIES AND LIABILITY
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3.1 The Software is supplied as is, including any faults.
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3.2 To the maximum extent permitted by the law, STFC excludes all warranties
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conditions or other terms that may be implied into this Agreement whether
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by law, statute or otherwise.
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3.3 STFC gives no condition, warranty or other term whatsoever, either
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express or implied including, without limitation, any condition, warranty
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or other term as to the condition of the Software, that the Software is
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free from any Harmful Element, or as to satisfactory quality, fitness for
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a particular purpose, non-infringement, or use of reasonable care and
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skill.
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3.4 To the extent permitted under applicable law, STFC shall not be liable in
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contract, tort or otherwise for any loss or damage, howsoever arising in
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connection with the Software. Accordingly, the Licensee acknowledges and
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accepts that it uses the Software at its own risk.
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3.5 STFC shall not be liable for any indirect, special, or consequential
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damages, or loss of profit, whether such damages or losses are known,
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foreseen, foreseeable or unforeseen. Nothing in this Agreement shall
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limit STFC's liability for negligently caused death or personal injury
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or fraud.
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4 NON-DISCLOSURE AGREEMENT
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4.1 In consideration of the disclosure by STFC to the Licensee of the
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Software, the Licensee undertakes that it will respect and preserve the
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confidentiality of the Software for a period of five years after the date
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of such disclosure (subject to clause 4.2 below).
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4.2 The obligations contained in this clause 4 shall not apply, or shall
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cease to apply, to such part of the Software as the Licensee can show to
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the reasonable satisfaction of STFC:
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4.2.1 has become public knowledge other than through the fault of the Licensee;
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or
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4.2.2 was already known to the Licensee prior to disclosure to it by STFC; or
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4.2.3 has been received from a third party who neither acquired it in
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confidence from STFC, nor owed STFC a duty of confidence in respect of it.
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5 PROPERTY RIGHTS
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5.1 The Software is proprietary to STFC. The Licensee acknowledges that any
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disclosure pursuant to this agreement shall not confer on the Licensee
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any Intellectual Property or other rights in relation to the Software.
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5.2 Ownership of all complete or partial copies of the Software shall at all
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times remain with STFC. The Licensee agrees to mark any copies of the
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Software which it may make in any tangible medium with a notice that such
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copy belongs to STFC.
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6 TERMINATION
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6.1 The Licensee may terminate the Agreement at any time by giving at least
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30 days' prior written notice to STFC.
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6.2 The Agreement shall terminate automatically in the event that the
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Licensee no longer fulfils the requirements of clause 2.1.1.
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6.3 STFC may terminate the Agreement immediately on giving notice in writing
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to the Licensee if the Licensee commits any serious breach of any term of
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this Agreement and fails (in the case of a breach capable of being
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remedied), within 10 days after the receipt of a request in writing from
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the STFC to do so, to remedy the breach (such request to contain a
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warning of the STFC's intention to terminate).
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6.4 Immediately upon the termination of the Agreement the Licensee shall
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destroy the Software and all copies of the whole or any part thereof and
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certify in writing to STFC that they have been destroyed.
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6.5 Any termination of this Agreement (howsoever occasioned) shall not affect
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any accrued rights or liabilities of either party nor shall it affect the
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coming into force or the continuance in force of any provision in this
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Agreement which is expressly or by implication intended to come into or
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continue in force on or after such termination.
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7 GENERAL
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7.1 STFC may assign any of its rights and obligations under this Agreement,
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upon written notice, to any affiliated organization or to a statutory
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successor. Any assignment shall be subject to the assignee undertaking to
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observe the terms and conditions of this Agreement.
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7.2 The Licensee may not assign, transfer, charge, sublicense or otherwise
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deal in or dispose of in whole or in part any of its rights or
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obligations under this Agreement without the prior written consent of
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STFC (such consent not to be unreasonably withheld or delayed).
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7.3 Nothing in this Agreement will constitute or will be deemed to constitute
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between the parties a partnership, association, joint venture or other
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co-operative entity, or constitute the relationship of principal and
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agent.
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7.4 Neither party shall have any liability under or be deemed in breach of
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this Agreement for any delays or failures in performance of this
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Agreement which result from circumstances beyond the reasonable control
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of that party including, without limitation, fire, explosion, flood,
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tempest, unusually adverse weather conditions, failure or shortage of
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power supplies, war, hostilities, riot or acts of terrorism. The party
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affected by such circumstances shall promptly notify the other party in
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writing when such circumstances cause a delay or failure in performance
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and when they cease to do so. If circumstances continue for a continuous
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period of one (1) month, either party may terminate this Agreement by
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written notice to the other party.
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7.5 No forbearance, delay or indulgence by either party in enforcing the
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provisions of this Agreement shall prejudice or restrict the rights of
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that party nor shall any waiver of its rights operate as a waiver of any
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subsequent breach and no right, power or remedy herein conferred upon or
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reserved for either party is exclusive of any other right, power or
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remedy available to that party and each such right, power or remedy shall
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be cumulative.
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7.6 This Agreement supersedes all prior agreements, arrangements and
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understandings between the parties and constitutes the entire agreement
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between the parties relating to the subject matter hereof (save that
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neither party seeks to exclude liability for any fraudulent
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pre-contractual misrepresentation upon which the other party can be shown
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to have relied). The Licensee hereby warrants to STFC that the Licensee
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has not been induced to enter into this Agreement by any prior
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representations or warranties, whether oral or in writing, except as
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specifically contained in this Agreement and the Licensee hereby
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irrevocably and unconditionally waives any right it may have to claim
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damages for any misrepresentation not contained in this Agreement or for
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breach of any warranty not contained herein (unless such
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misrepresentation or warranty was made fraudulently and was relied upon
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by the Licensee) and/or to rescind this Agreement. No addition to or
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modification of any provision of this Agreement shall be binding upon the
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parties unless made by a written instrument signed by a duly authorised
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representative of each of the parties.
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7.7 Notwithstanding that the whole or any part of any provision of this
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Agreement may prove to be illegal or unenforceable the other provisions
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of this Agreement and the remainder of the provision in question shall
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remain in full force and effect.
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7.8 The parties confirm their intent not to confer any rights on any third
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parties by virtue of this Agreement and accordingly the Contracts (Rights
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of Third parties) Act 1999 shall not apply to this Agreement.
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7.9 This agreement shall be interpreted and construed in accordance with the
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laws of England and Wales. The English Courts will have exclusive
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jurisdiction to deal with any dispute which has arisen or may arise out
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of or in connection with this Agreement, however STFC may enforce the
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Licensee's obligation of confidence in the courts of any jurisdiction
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having competence to issue an injunction directly enforceable against
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the Licensee.
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