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