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phaser license added

1 Software: PHASER
2 Version: 1.3
3
4 This End User Licence Agreement ("Agreement") is a legal agreement between
5 your company the "Licensee"
6 and
7 CAMBRIDGE UNIVERSITY TECHNICAL SERVICES LIMITED ("CUTS") whose registered
8 office is at 16 Mill Lane, Cambridge, CB2 1SB UK.
9
10 CUTS is a company wholly owned by the Chancellor, Masters and Scholars of the
11 University of Cambridge which holds title in intellectual property rights
12 including in the Software and carries on trading, business and technology
13 transfer transactions on behalf of the University of Cambridge.
14
15 CUTS is the entire legal and beneficial owner and licensor of the Software and
16 is willing to license use of the Software by the Licensee. As a condition
17 precedent to the execution and performance of this Licence, the Licensee
18 (and/or any of its Affiliates, if applicable, the Licensee and its Affiliates
19 collectively referred to as the "Licensee" for the purposes of this Agreement)
20 will have paid up annual fees to the PHENIX Industry Consortium for use of
21 software, including the Software which is the subject of the Licence in this
22 Agreement, which has been assembled for the PHENIX Industry Consortium.
23
24 Downloading the Software from its internet publication site (restricted access
25 via user ID and password) at
26 http://www-structmed.cimr.cam.ac.uk/phaser/download.html, installing, or use
27 of the Software by the Licensee indicates the Licensee's agreement to be bound
28 by the terms and conditions of this Agreement. If the Licensee does not agree
29 to these terms and conditions, the Licensee may not download, install or use
30 the Software.
31
32 AGREED TERMS
33
34 1. DEFINITIONS
35
36 1.1 In this Agreement the following words and phrases shall, unless the
37 context otherwise requires, have the following meanings:
38
39 Commencement Date means the initial date of download of the Software from its
40 internet publication site by the Licensee;
41
42 Derivatives means computer programs in machine readable object code or source
43 code form developed or otherwise acquired by the Licensee which are a
44 modification of, enhancement to, derived from or based upon the Software;
45
46 Fee means the annual licence fee payable by the Licensee to the PHENIX
47 Industry Consortium;
48
49 Intellectual Property Rights means all patents, copyrights, design rights,
50 trade marks, service marks, trade secrets, know-how, database rights and other
51 rights in the nature of intellectual property rights (whether registered or
52 unregistered) and all applications for the same, anywhere in the world;
53
54 Parties means CUTS and the Licensee and "Party" shall mean either of them;
55
56 Software means the computer program and version listed at the head of this
57 Agreement.
58
59 2. GRANT OF LICENCE
60
61 2.1 In consideration of the Fee, CUTS hereby grants to the Licensee a
62 non-exclusive, non-transferable, royalty-free licence, commencing on the
63 Commencement Date and for the duration of payment of the Fee, to download,
64 install and use the Software subject to the following terms and conditions:
65
66 (a) the Licensee may use the Software solely for its internal use and the
67 Licensee shall not sell, give, disclose, lend, transfer, sublicense or
68 otherwise distribute the Software to any third party, or allow the Software to
69 be accessed over the internet or in any other manner that would allow access
70 to the Software by anyone other than the Licensee's employees (and consultants
71 and contractors provided such use is solely for the Licensee's internal use
72 and subject to the provisions of this Agreement);
73
74 (b) the Licensee may create Derivatives solely for its own internal use but
75 shall not distribute the Software or any Derivatives in whole or in part to
76 any third party;
77
78 (c) the Software may be installed and used only on computers owned or leased
79 by the Licensee;
80
81 (d) the Licensee may copy the Software solely to the extent necessary to
82 exercise this Licence, and for backup, disaster recovery and archival
83 purposes, provided that the Licensee shall retain on all copies of the
84 Software the following copyright notice: © 2000-2005. Cambridge University
85 Technical Services Limited. All rights reserved.
86
87 3. INTELLECTUAL PROPERTY RIGHTS
88
89 3.1 The Licensee acknowledges that all Intellectual Property Rights in the
90 Software belong and shall belong to CUTS and the Licensee shall have no rights
91 in or to the Software other than the right to use it in accordance with the
92 terms of the Licence in this Agreement.
93
94 3.2 Title to and ownership of any portion of the Software incorporated into
95 Derivatives shall at all times remain with CUTS and the Licensee shall not
96 have any title or ownership interest therein.
97
98 3.3 Title to and ownership of any portion of Derivatives created by the
99 Licensee and not owned by CUTS pursuant to Clauses 3.1 and 3.2 above shall be
100 held by the Licensee. Nothing contained in this Licence shall be construed to
101 limit CUTS rights to modify or to develop other derivatives of the Software
102 which are similar to or offer the same or similar improvements as any
103 Derivatives developed by the Licensee.
104
105 3.4 Error fixes, bug fixes, technical suggestions, comments and suggested
106 improvements to the Software and its code are welcome by the authors of the
107 Software and CUTS, and in agreeing to provide these to the authors or to CUTS
108 the Licensee hereby assigns the Intellectual Property Rights in error fixes,
109 bug fixes, or technical improvements to CUTS which are communicated in any
110 manner or medium to the authors of the Software or CUTS with a reservation of
111 use of those improvements and suggestions by the Licensee subject to the terms
112 and conditions of the Licence in this Agreement.
113
114 4. NO MAINTENANCE OR SUPPORT
115
116 4.1 CUTS is under no obligation whatsoever to:
117
118 (a) provide maintenance or support for the Software; or
119
120 (b) notify the Licensee of error fixes, bug fixes, patches, or upgrades to
121 the features, functionality or performance of the Software ("Enhancements")
122 (if any), whether developed by CUTS or third parties. If, in its sole
123 discretion, CUTS makes an Enhancement available to the Licensee and CUTS does
124 not separately enter into a written licence agreement with the Licensee
125 relating to such bug fix, patch or upgrade, then it shall be deemed
126 incorporated into the Software and subject to this Agreement.
127
128 5. DISCLAIMER OF WARRANTIES
129
130 5.1 CUTS warrants that the Software will conform substantially with its
131 functional specifications. Otherwise the Software is supplied "as is" without
132 warranty of any kind. CUTS, its licensors and its employees:
133
134 (a) disclaim any warranties, express or implied, including but not limited to
135 any implied warranties of merchantability, fitness for a particular purpose,
136 title or non-infringement of third party rights;
137
138 (b) do not assume any legal liability or responsibility for the accuracy,
139 completeness, or usefulness of the Software;
140
141 (c) do not represent that use of the Software will not infringe privately
142 owned rights;
143
144 (d) do not warrant that the Software will function uninterrupted, that it is
145 error-free or that any errors will be corrected.
146
147 6. LIMITATION OF LIABILITY
148
149 6.1 In no event will CUTS or its licensors or its employees be liable to
150 the Licensee for any indirect, incidental, consequential, special or punitive
151 damages of any kind or nature, including but not limited to loss of profits or
152 loss of data, for any reason whatsoever, whether such liability is asserted on
153 the basis of contract, tort (including negligence or strict liability), or
154 otherwise, even if CUTS has been warned of the possibility of such loss or
155 damages. In no event shall CUTS' liability arising from or in connection with
156 this Agreement exceed a sum equivalent to the annual Fee paid by the Licensee
157 to the PHENIX Industry Consortium for use of the Software.
158
159 6.2 The limitations and exclusions in this Agreement shall not apply in
160 respect of claims for personal injury or death caused by the negligence of
161 CUTS, its licensors or its employees or in respect of fraud or fraudulent
162 misrepresentation.
163
164 7. INDEMNITY
165
166 7.1 The Licensee shall indemnify CUTS, the Software authors, the Software
167 sponsors, and their agents, officers, and employees, against any and all
168 claims, suits, losses, damages, costs, fees, and expenses arising out of or in
169 connection with any claim or threatened claim by any third party relating to
170 or arising from the use of the Software by the Licensee. The Licensee shall
171 pay all costs incurred by CUTS in enforcing this provision.
172
173 8. TERM AND TERMINATION
174
175 8.1 This Agreement and the Licence granted herein shall come into effect
176 on the Commencement Date and will continue for the duration of payment of the
177 Fee unless terminated by CUTS in accordance with this Agreement. If the
178 Licensee breaches any term of this Agreement, and fails to cure such breach
179 within thirty (30) days of the date of written notice, this Agreement shall
180 immediately terminate. Upon such termination the Licensee shall immediately
181 cease using the Software, return to CUTS or destroy all copies of the
182 Software, and provide CUTS with written certification of the Licensee's
183 compliance with the foregoing. Termination shall not relieve the Licensee
184 from its obligations arising prior to such termination. Notwithstanding any
185 provision of this Agreement to the contrary, Sections 3, 5, 6, 7, 8, 9, 10,
186 13, 14 and 18 shall survive termination of this Agreement.
187
188 9. CONFIDENTIALITY
189
190 9.1 The Licensee agrees and undertakes that during the term of the Licence in
191 this Agreement and thereafter it will keep confidential all, and will not use
192 for its own purposes nor without the prior written consent of CUTS disclose to
193 any third party any information of a confidential nature (including trade
194 secrets and information of commercial value) which may become known to the
195 Licensee and which relates to CUTS unless such information is public knowledge
196 or already known to the Licensee at the time of disclosure or subsequently
197 becomes public knowledge other by breach of the Licence in this Agreement or
198 subsequently comes lawfully into the possession of the Licensee from a third
199 party.
200
201 10. NO SUBLICENSING AND NO ASSIGNMENT
202
203 10.1 The Licensee shall have no right to sub-license or to assign,
204 transfer, charge or deal in any other manner the benefit or burden of the
205 Licence in this Agreement in whole or in part or to allow the Software to
206 become the subject of any charge, lien or encumbrance without the prior
207 written consent of CUTS such consent may be withheld without giving any
208 reasons.
209
210 11. WAIVER
211
212 11.1 No forbearance or delay by either party in enforcing its rights will
213 prejudice or restrict the rights of that party, and no waiver of any such
214 rights or of any breach of any contractual terms will be deemed to be a waiver
215 of any other right or of any later breach.
216
217 12. SEVERABILITY
218
219 12.1 If any provision of the Licence in this Agreement is judged to be
220 illegal or unenforceable, the continuation in full force and effect of the
221 remainder of the provisions will not be prejudiced.
222
223 13. NO AGENCY OR PARTNERSHIP
224
225 13.1 Nothing contained or implied in this Agreement constitutes a Party the
226 partner, agent, or legal representative of another party or of the other Party
227 for any purpose or creates any partnership, agency or trust, and no Party has
228 any authority to bind the other Party in any way.
229
230 14. THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
231
232 14.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply to
233 this Agreement and nothing in this Agreement shall confer or purport to confer
234 on or operate to give any third Party any benefit or any right to enforce any
235 term of this Agreement except as expressly provided in this Agreement.
236
237 15. NOTICES
238
239 15.1 Any notice to be given under this Agreement shall be in writing and
240 delivered by hand, prepaid registered post or facsimile to a Party at the
241 address set out at the head of this Agreement or to such other address or fax
242 number as any Party may specify in writing to another. Notices are deemed to
243 have been given:
244
245 (a) if delivered by hand, at the time of delivery unless delivered after 5pm
246 in the place of receipt or on a non-business day, in which case the notice is
247 deemed to have been given at 9am the next business day;
248
249 (b) if sent by registered post from within the United Kingdom, three
250 business days after posting (or seven business days if posted from outside the
251 United Kingdom); and
252
253 (c) if sent by facsimile, at the time the facsimile is received shown in
254 the transmission report as the time that the whole facsimile was sent unless
255 received after 5pm in the place of receipt or on a non-business day, in which
256 case the notice is deemed to have been given at 9am the next business day.
257 Any notice served by facsimile transmission shall be confirmed by post.
258
259 16. ENTIRE AGREEMENT
260
261 16.1 This Agreement constitutes the entire agreement and understanding of
262 the Parties and supersedes all negotiations, understandings or previous
263 agreement between the Parties relating to the subject matter of this
264 Agreement.
265
266 17. GOVERNING LAW
267
268 17.1 This Agreement and any documents to be entered into pursuant to it
269 shall be governed by and construed in accordance with English law and each
270 Party irrevocably submits to the exclusive jurisdiction of the courts of
271 England over any claim or matter arising under or in connection with this
272 Agreement and the documents entered into pursuant to it.
273
274 18. EXPORT CONTROL REGULATIONS
275
276 18.1 'Export Control Regulations' means any United Nations trade sanctions
277 or EU or UK legislation or regulation, from time to time in force, which
278 impose arms embargoes or control of export of goods, technology or software.
279
280 18.2 The Licensee shall ensure that, in using the Software it shall not and
281 nor shall its employees or consultants or contractors breach or compromise
282 directly of indirectly compliance with any Export Control Regulations.
283
284
285
286 If you have any questions or feedback concerning the Software, contact
287 University of Cambridge, Department of Haematology, Cambridge Institute for
288 Medical Research, Wellcome Trust/MRC Building, Cambridge CB2 0XY UK.
289 Attn: Professor Randy Read, or via email at cimr-phaser@lists.cam.ac.uk

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