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