Licence

CcpNmr Analysis version 3 - Terms and conditions

1. Preamble

This agreement version 1.0 (hereafter: Agreement) governs the relationship between the user of CcpNmr Analysis version-3, (hereinafter: Licensee) and Collaborative Computational Project for NMR (CCPN), a organisation hosted by the University of Leicester and whose principal place of business is Fielding Johnson building, University Road, Leicester LE17 RH (hereinafter: Licensor).

This Agreement sets the terms, rights, restrictions and obligations (hereafter: Terms and Conditions) on using CcpNmr Analysis version 3, in any form, including source or binary code, programs or program fragments, updates, patches, bug fixes, documentation, tutorials, data and other additions (hereinafter: The Software) created and owned by Licensor, as detailed herein. Any elements such as code or data, contained within The Software but distributed by Licensor on behalf of third parties, will be subject to the appropriate licence decided by the owner of said elements. Such elements will be clearly marked.

In downloading or using The Software, Licensee implicitly accepts the Terms and Conditions set forth in this document.

For the purpose of this document, the following terms shall be defined:

Workplace: The laboratory, group, or work unit where the Licensee is based (hereafter: Workplace); Organisation: The legal entity that includes the Workplace (hereafter: Organisation); CCPN User: A person that has bought a licence to use CcpNmr Analysis version 3 and in effect signed up for CCPN membership and that currently fulfills the conditions for membership (hereafter: Member); CCPN Premium user: A Member that has signed up for premium membership (hereafter: Premium Member); CCPN developer: a Member given access to The Software’s full code repository (hereafter: Developer).

All references to the male gender shall include female or gender-neutral Licensees as well.

2. Licence and usage

Licensor hereby grants Licensee a revocable, personal, non-assignable & non-transferable, including the rights to create but not distribute derivative works, non-exclusive licence to the Software, all with accordance with the terms set forth and other legal restrictions set forth in 3rd party software used while running The Software.

2.1. Acceptable Usage

Licensee may use The Software for the purpose of:

•          Running The Software on Licensee’s computer[s] and server[s];

•          Allowing 3rd Parties to run The Software on Licensee’s computer[s] and server[s], including for training purposes;

•          Publishing The Software’s output to Licensee and 3rd parties;

•          Distribute verbatim copies of The Software’s output;

•          Modify The Software to suit Licensee’s needs and specifications compliant with clause 2.5.

This licence is granted as long as Licensee does not materially breach it.

The Licensee understands and agrees that the Licence is for a single User only. In the event that Licensee requires more of its employees to use the Licence they agree to pay additional User fees, as appropriate for their Membership level.

2.2. Binary Restricted

Licensee may not sub-license The Software, neither as a part of a larger work containing more than The Software, nor distributed solely in object or binary form.

2.3. Non Assignable & Non-Transferable

Licensee may not assign or transfer his rights and duties under this licence.

2.4. Derivative Works

2.4.1. With exception of code relating to The Software’s credits, copyright, authors, registration and licensing, Licensee may create derivative works based on The Software, including amending The Software’s source code, modifying it, or integrating it into a larger work, as long as no distribution of the derivative works is made, other than to the Licensee’s Workplace or Licensor.

2.4.2. Any derivative works returned to the Licensor shall be free of charge and with transfer of all copyrights to the Licensor and without the obligation to amend or augment The Software with such works.

2.4.3. A Developer cannot claim any right, ownership, copyright or intellectual property right, for any contribution made by him to the repository of The Software.

2.5. Registration and Attribution Requirements

2.5.1. Licensee shall register The Software upon first usage using the popup box generated automatically by The Software, providing valid and accurate information regarding name, Email, Workplace and Organisation.

2.5.2. Wherever and whenever appropriate, The Software shall be referenced as “obtained from http://www.ccpn.ac.uk, CcpNmr AnalysisAssign: a flexible platform for integrated NMR analysis, Skinner et al. J Biomol NMR 66 (2016) 111-124”.

3. Terms & Termination

The terms of this licence shall be active until terminated.

3.1. Termination by Licensee

Licensee may terminate this Agreement, including Licensee’s licence, by removal of all instance The Software and any derived work from Licensee’s Computer[s] and Server[s].

3.2 Termination by Licensor

This licence shall be deemed immediately terminated in case:

•          The Software is exported to any jurisdiction where Licensor may not enforce his rights under this agreements; or

•          Licensee was in breach of any of this licence's terms and conditions and such breach was not cured, immediately upon notification; or

•          Licensee in breach of any of the terms of clause 2 to this licence; or

•          Licensee otherwise entered into any arrangement which causes Licensor to be unable to enforce his rights under this Licence.

4. CCPN membership and Fees

4.1. Membership

By purchase of the Software, as outlined in clause 2.6.1, Licensee is automatically entered as a Member. Members are allowed to use the Software for non-commercial purposes only.

4.2. Premium membership

Premium Members are given higher priority with respect to assistance, problem solving, and attention to feature requests. Premium members are charged a fee, negotiated for each individual case. Premium Members will be able to use the Software for non-commercial as well as for commercial purposes. For the purpose of this Licence, commercial purposes shall be deemed to include all, but not restricted to, activities for which a 3rd party has to pay in order to access The Software or activities supported by The Software with the aim to develop or leading to the development of other commercial products.

4.3. Membership fee

Membership is free of charge if Licensee belongs to a non-profit or academic Institution, and does not use The Software for commercial activities. In all other cases, a membership fee shall be charged according to the fee schedule outlined on http://www.ccpn.ac.uk. Failure to perform payment of the fee shall construe as material breach of this Agreement.

4.4. No Refunds

Licensee warrants that he will use The Software “AS-IS” and that it is adequate to his needs. Accordingly, as The Software is intangible goods, Licensee shall not be, ever, entitled to any refund, rebate, compensation or restitution of any fee for any reason whatsoever, even if The Software contains material flaws.

5. Support, Upgrades, Updates, and Fixes

Software is provided under an AS-IS basis and without any implicit or explicit requirement for the Licensor to provide support, updates, fixes, maintenance or new features, irrespective of any bug, failure, mis-performance or other defect in The Software.

5.1. Upgrades, Updates or Fixes

Licensor may provide Licensee, from time to time, with upgrades, updates or fixes, as detailed herein and according to his sole discretion. Licensee hereby warrants to keep The Software up-to-date and install all relevant updates and fixes. Nothing in this Agreement shall require Licensor to provide upgrades, updates or fixes.

5.2. Bug Notification

Licensee may provide Licensor of details regarding any bug, defect or failure in The Software promptly and with no delay from such event; Licensee shall comply with Licensor's request for information regarding bugs, defects or failures and furnish him with information, screenshots and try to reproduce such bugs, defects or failures.

5.3. Feature Requests

Licensee may request additional features in Software, provided, however, that (i) Licensee shall waive any claim or right in such feature should feature be developed by Licensor; (ii) Licensee warrants that feature does not infringe any 3rd party patent, trademark, trade-secret or any other intellectual property right; and (iii) Licensee developed, envisioned or created the feature solely by himself.

6. Liability

The Software is provided by the Licensor “AS-IS” and any express or implied warranties, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, are disclaimed. Licensor shall never, and without any limit, be liable for any direct, indirect, incidental, special or consequential damages, cost, expense or any other payment incurred by Licensee, loss of use, data, profits, or business, as a result of The Software’s actions, failure, bugs and/or any other interaction between The Software and Licensee’s end-equipment, computers, data, other software or any 3rd party, end-equipment, computer or services or however otherwise caused. Moreover, Licensor shall never be liable for any defect in code written by Licensee when relying on The Software or using The Software’s source code.

7. Warranty

7.1 Intellectual Property

Licensor hereby warrants, to the best of its knowledge and belief, that The Software does not violate or infringe any 3rd party claims in regards to intellectual property, patents and/or trademarks and that to the best of its knowledge no legal action has been taken against it for any infringement or violation of any 3rd party intellectual property rights.

7.2. No-Warranty

The Software is provided without any warranty; Licensor hereby disclaims any warranty that The Software shall be error free, without defects or code which may cause damage to Licensee’s computers or to Licensee, and that Software shall be functional. Licensee shall be solely liable to any damage, defect or loss incurred as a result of operating software and undertake the risks contained in running The Software on Licensee’s Computer[s] or Server[s]. Licensee hereby waives any claims regarding The Software's incompatibility, performance, results and features.

8. General

8.1

This Agreement may not be amended or modified in any way.

8.2

The failure or delay of either Party to exercise or enforce any right under this Agreement shall not operate as a waiver of that right or preclude the exercise or enforcement of it at any time thereafter.

8.3

This Agreement constitutes the entire agreement and understanding of the Parties and supersedes all prior versions of the Agreement relating to the Terms and Conditions of The Software.

8.4

If any provision of this Agreement shall be held to be unlawful, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be severed from this Agreement and rendered ineffective as far as possible without modifying or affecting the legality, validity or enforceability or the remaining provisions of this Agreement which will remain in full force and effect.

8.5

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 any third party any benefit or any right to enforce any term of this Agreement.

8.6

This Agreement shall be governed by and construed and interpreted in accordance with the laws of England and Wales and the Parties hereby submit to the non-exclusive jurisdiction of the Courts of England and Wales.