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phaser license added

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

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