280 lines
13 KiB
Text
280 lines
13 KiB
Text
Software: PHASER
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Version: 1.3
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This End User Licence Agreement is a legal agreement between you the
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"Licensee" (in your capacity as an individual and as an agent for your
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institution or other entity)
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and
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Cambridge University Technical Services Limited ("CUTS") whose registered
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office is at 16 Mill Lane, Cambridge, CB2 1SB UK.
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CUTS is a company wholly owned by the Chancellor, Masters and Scholars of the
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University of Cambridge which holds title in intellectual property rights
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including in the Software and carries on trading, business and technology
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transfer transactions on behalf of the University of Cambridge.
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CUTS is the entire legal and beneficial owner and licensor of the Software and
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desires to grant on the Software non-exclusive, restricted-use licences for
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in-house use to appropriate academic and non-commercial third parties.
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Downloading the Software from its internet publication site (restricted access
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via user ID and password) at
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http://www-structmed.cimr.cam.ac.uk/phaser/download.html, installing, or
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using of the Software by you indicates your agreement to be bound by the terms
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and conditions of this Agreement. If you do not agree to these terms and
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conditions, do not download, install or use the Software.
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AGREED TERMS
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1. DEFINITIONS
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1.1 In this Agreement the following words and phrases shall, unless the
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context otherwise requires, have the following meanings:
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Commencement Date means the initial date of download of the Software from its
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internet publication site by the Licensee;
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Derivatives means computer programs in machine readable object code or source
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code form developed or otherwise acquired by the Licensee which are a
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modification of, enhancement to, derived from or based upon the Software;
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Intellectual Property Rights means all patents, copyrights, design rights,
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trade marks, service marks, trade secrets, know-how, database rights and other
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rights in the nature of intellectual property rights (whether registered or
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unregistered) and all applications for the same, anywhere in the world;
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Parties means CUTS and the Licensee and "Party" shall mean either of them;
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Software means the computer program and version listed at the head of this
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Agreement.
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2. GRANT OF LICENCE
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2.1 CUTS hereby grants to the Licensee and the Licensee hereby accepts a
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non-exclusive, non-transferable, royalty-free licence, commencing on the
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Commencement Date and for a term of five years therefrom, to download, install
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and use the Software subject to the following terms and conditions:
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(a) the Licensee may use the Software solely for its internal use and the
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Licensee shall not sell, give, disclose, lend, transfer, sublicense or
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otherwise distribute the Software to any third party, or allow the Software to
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be accessed over the internet or in any other manner that would allow access
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to the Software by anyone other than the Licensee's employees (and consultants
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and contractors provided such use is solely for the Licensee's internal use
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and subject to the provisions of this Agreement);
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(b) the Licensee may create Derivatives solely for its own internal use but
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shall not distribute the Software or any Derivatives in whole or in part to
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any third party;
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(c) the Software may be installed and used only on computers owned or leased
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by the Licensee;
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(d) the Licensee may copy the Software solely to the extent necessary to
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exercise this Licence, and for backup, disaster recovery and archival
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purposes, provided that the Licensee shall retain on all copies of the
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Software the following copyright notice: © 2000-2005. Cambridge University
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Technical Services Limited. All rights reserved.
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3. INTELLECTUAL PROPERTY RIGHTS
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3.1 The Licensee acknowledges that all Intellectual Property Rights in the
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Software and any copies thereof belong and shall belong to CUTS and the
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Licensee shall have no rights in or to the Software other than the right to
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use it in accordance with the terms of the Licence in this Agreement.
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3.2 Title to and ownership of any portion of the Software incorporated into
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Derivatives shall at all times remain with CUTS and the Licensee shall not
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have any title or ownership interest therein.
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3.3 Title to and ownership of any portion of Derivatives created by the
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Licensee and not owned by CUTS pursuant to Clauses 3.1 and 3.2 above shall be
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held by the Licensee. Nothing contained in this Licence shall be construed to
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limit CUTS rights to modify or to develop other derivatives of the Software
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which are similar to or offer the same or similar improvements as any
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Derivatives developed by the Licensee.
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3.4 Error fixes, bug fixes, technical suggestions, comments and suggested
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improvements to the Software and its code are welcome by the authors of the
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Software and CUTS, and in agreeing to provide these to the authors or to CUTS
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the Licensee hereby assigns the Intellectual Property Rights in error fixes,
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bug fixes, or technical improvements to CUTS which are communicated in any
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manner or medium to the authors of the Software or CUTS with a reservation of
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use of those improvements and suggestions by the Licensee subject to the terms
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and conditions of the Licence in this Agreement.
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4. NO MAINTENANCE OR SUPPORT
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4.1 CUTS is under no obligation whatsoever to:
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(a) provide maintenance or support for the Software; or
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(b) notify the Licensee of error fixes, bug fixes, patches, or upgrades to
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the features, functionality or performance of the Software ("Enhancements")
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(if any), whether developed by CUTS or third parties. If, in its sole
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discretion, CUTS makes an Enhancement available to the Licensee and CUTS does
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not separately enter into a written licence agreement with the Licensee
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relating to such bug fix, patch or upgrade, then it shall be deemed
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incorporated into the Software and subject to this Agreement.
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5. DISCLAIMER OF WARRANTIES
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5.1 CUTS warrants that the Software will conform substantially with its
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functional specifications. Otherwise the Software is supplied "as is" without
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warranty of any kind. CUTS, its licensors and its employees:
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(a) disclaim any warranties, express or implied, including but not limited to
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any implied warranties of merchantability, fitness for a particular purpose,
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title or non-infringement of third party rights;
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(b) do not assume any legal liability or responsibility for the accuracy,
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completeness, or usefulness of the Software;
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(c) do not represent that use of the Software will not infringe privately
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owned rights;
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(d) do not warrant that the Software will function uninterrupted, that it is
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error-free or that any errors will be corrected.
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6. LIMITATION OF LIABILITY
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6.1 The Software is provided for academic non-commercial purposes only.
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Therefore, in no event will CUTS or its licensors or its employees be liable
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to the Licensee for any indirect, incidental, consequential, special or
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punitive damages of any kind or nature, including but not limited to loss of
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profits or loss of data, for any reason whatsoever, whether such liability is
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asserted on the basis of contract, tort (including negligence or strict
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liability), or otherwise, even if CUTS has been warned of the possibility of
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such loss or damages.
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6.2 The limitations and exclusions in this Agreement shall not apply in
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respect of claims for personal injury or death caused by the negligence of
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CUTS, its licensors or its employees or in respect of fraud or fraudulent
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misrepresentation.
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7. INDEMNITY
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7.1 The Licensee shall indemnify CUTS, the Software authors, the Software
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sponsors, and their agents, officers, and employees, against any and all
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claims, suits, losses, damages, costs, fees, and expenses arising out of or in
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connection with any claim or threatened claim by any third party relating to
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or arising from the use of the Software by the Licensee. The Licensee shall
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pay all costs incurred by CUTS in enforcing this provision.
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8. TERM AND TERMINATION
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8.1 This Agreement and the Licence granted herein shall come into effect
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on the Commencement Date and will continue for the duration of five years
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therefrom unless terminated by CUTS in accordance with this Agreement. If the
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Licensee breaches any term of this Agreement, and fails to cure such breach
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within thirty (30) days of the date of written notice, this Agreement shall
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immediately terminate. Upon such termination the Licensee shall immediately
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cease using the Software, return to CUTS or destroy all copies of the
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Software, and provide CUTS with written certification of the Licensee's
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compliance with the foregoing. Termination shall not relieve the Licensee
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from its obligations arising prior to such termination. Notwithstanding any
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provision of this Agreement to the contrary, Sections 3, 5, 6, 7, 8, 9, 10,
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13, 14 and 18 shall survive termination of this Agreement.
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9. CONFIDENTIALITY
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9.1 The Licensee agrees and undertakes that during the term of the Licence in
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this Agreement and thereafter it will keep confidential all, and will not use
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for its own purposes nor without the prior written consent of CUTS disclose to
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any third party any information of a confidential nature (including trade
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secrets and information of commercial value) which may become known to the
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Licensee and which relates to CUTS unless such information is public knowledge
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or already known to the Licensee at the time of disclosure or subsequently
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becomes public knowledge other by breach of the Licence in this Agreement or
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subsequently comes lawfully into the possession of the Licensee from a third
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party.
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10. NO SUBLICENSING AND NO ASSIGNMENT
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10.1 The Licensee shall have no right to sub-license or to assign,
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transfer, charge or deal in any other manner the benefit or burden of the
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Licence in this Agreement in whole or in part or to allow the Software to
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become the subject of any charge, lien or encumbrance without the prior
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written consent of CUTS such consent may be withheld without giving any
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reasons.
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11. WAIVER
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11.1 No forbearance or delay by either party in enforcing its rights will
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prejudice or restrict the rights of that party, and no waiver of any such
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rights or of any breach of any contractual terms will be deemed to be a waiver
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of any other right or of any later breach.
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12. SEVERABILITY
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12.1 If any provision of the Licence in this Agreement is judged to be
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illegal or unenforceable, the continuation in full force and effect of the
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remainder of the provisions will not be prejudiced.
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13. NO AGENCY OR PARTNERSHIP
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13.1 Nothing contained or implied in this Agreement constitutes a Party the
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partner, agent, or legal representative of another party or of the other Party
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for any purpose or creates any partnership, agency or trust, and no Party has
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any authority to bind the other Party in any way.
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14. THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
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14.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply to
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this Agreement and nothing in this Agreement shall confer or purport to confer
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on or operate to give any third Party any benefit or any right to enforce any
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term of this Agreement.
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15. NOTICES
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15.1 Any notice to be given under this Agreement shall be in writing and
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delivered by hand, prepaid registered post or facsimile to a Party at the
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address set out at the head of this Agreement or to such other address or fax
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number as any Party may specify in writing to another. Notices are deemed to
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have been given:
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(a) if delivered by hand, at the time of delivery unless delivered after 5pm
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in the place of receipt or on a non-business day, in which case the notice is
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deemed to have been given at 9am the next business day;
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(b) if sent by registered post from within the United Kingdom, three
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business days after posting (or seven business days if posted from outside the
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United Kingdom); and
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(c) if sent by facsimile, at the time the facsimile is received shown in
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the transmission report as the time that the whole facsimile was sent unless
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received after 5pm in the place of receipt or on a non-business day, in which
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case the notice is deemed to have been given at 9am the next business day.
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Any notice served by facsimile transmission shall be confirmed by post.
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16. ENTIRE AGREEMENT
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16.1 This Agreement constitutes the entire agreement and understanding of the
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Parties and supersedes all negotiations, understandings or previous agreement
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between the Parties relating to the subject matter of this Agreement.
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17. GOVERNING LAW
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17.1 This Agreement and any documents to be entered into pursuant to it
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shall be governed by and construed in accordance with English law and each
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Party irrevocably submits to the exclusive jurisdiction of the courts of
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England over any claim or matter arising under or in connection with this
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Agreement and the documents entered into pursuant to it.
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18. EXPORT CONTROL REGULATIONS
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18.1 'Export Control Regulations' means any United Nations trade sanctions
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or EU or UK legislation or regulation, from time to time in force, which
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impose arms embargoes or control of export of goods, technology or software.
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18.2 The Licensee shall ensure that, in using the Software it shall not and
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nor shall its employees breach or compromise directly of indirectly compliance
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with any Export Control Regulations.
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If you have any questions or feedback concerning the Software, contact
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University of Cambridge, Department of Haematology, Cambridge Institute for
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Medical Research, Wellcome Trust/MRC Building, Cambridge CB2 0XY UK.
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Attn: Professor Randy Read, or via email at cimr-phaser@lists.cam.ac.uk
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