Licence and Support Agreement

This is a typical licence agreement for data and software provided by CCDC. Individual agreements may differ, for a copy of your own agreement contact

 

This agreement grants the Licensee a non-exclusive licence to use any software products, databases, and
associated documentation and other resources, supplied by the Licensor or its subsidiary, CCDC Software Limited (a company registered in England and Wales with company number 03483374), subject to the following terms and conditions, to the exclusion of all other terms and conditions specified by the

Licensee or implied by law.

1. In the case of purchase, usage shall be restricted to the products, to the number of copies or processes or otherwise specified level of usage, and to the time period specified on a formal quotation supplied by the Licensor or a duly appointed agent. Fees payable will also be specified thereon. Agreement to make payment under the terms of the quotation shall be signified by the provision of a formal purchase order referencing this Agreement and the quotation, or by the return of a signed copy of the quotation or such other unambiguous evidence as may be agreed between the parties that confirms the Licensee’s acceptance of the terms of this Agreement and the quotation. All sums becoming due to Licensor under this Agreement: (i) are, unless otherwise expressly stated, exclusive of any Value Added Tax, which Licensee shall pay in addition if Licensor is obliged by law to charge it; and (ii) shall be paid by Licensee in full without any set-off, withholding or other deduction whatsoever (and in the case that any deduction or withholding is required by law Licensee shall gross up the amount due to Licensor such that, after the deduction or withholding has been made, Licensor still receives the full amount due to it)

2. Usage of the licensed products shall be restricted to the geographical sites specified on the quotation, and to permanent or temporary employees of and contractors working on behalf of the Licensee who are normally based at those sites, or any employees of regulatory authorities to whom the Licensee is subject. If the Licensee is an academic institution, this includes postgraduate and undergraduate students permanently or temporarily working at those geographical sites. Use on laptops and other mobile devices is permitted provided that the device is the property of the Licensee, or is a device over which the Licensee takes responsibility in the context of this Agreement. Access to associated internet resources is permitted from any location and device through access control mechanisms to be stipulated by and managed by the Licensor.

3. The Licensee shall not sub-lease or assign the use of the products to any third party, or in any way (physically or online) redistribute or promulgate the products or any of their contents (including data and documentation) without the written and signed agreement of the Licensor. The production of copies for internal distribution and for back-up purposes is permitted.

4. The Licensee may use the licensed products for any and all scientific research purposes, and for publishable or proprietary work. If the Licensee wishes to use the licensed products in connection with any proposed publication, the Licensee shall ensure that the licensed products will be referenced and acknowledged by the Licensee in any such publication and shall provide the Licensor with a copy of the proposed publication before it is published. The Licensor will provide relevant information for the licensed products concerned on application.

5. The Licensee shall not (and shall not permit any third party to) copy, adapt, modify, translate, disassemble, decompile, or in any other manner reverse engineer any of the licensed Products, except to the extent that such acts are expressly permitted under the terms of this agreement or may not lawfully be prohibited. Subject to clauses (1) and (2), the Licensee may (i) integrate the licensed products with other software or systems used by the Licensee, or allow such software or systems to link to the licensed products (including data and knowledge derived from the licensed products); and (ii) derive datasets from the licensed products. The Licensee may use the licensed products or links to the licensed products or derived datasets for as long as fees have been paid to cover the usage of the relevant licensed products as described in clause (1). External distribution of such integrated software or systems or derived datasets requires a separate signed agreement with the Licensor, which may involve payment of extra fees.

6. The Licensor does not warrant that the licensed products will be entirely free of errors and bugs. The Licensee will report such errors and bugs as they become apparent, whereupon the Licensor will make all reasonable efforts to correct such errors and fix such bugs. The Licensee agrees that the Licensor and its appointed agents exclude all indirect and consequential loss incurred through the use or misuse of the licensed products. The Licensor’s liability to the Licensee shall be limited to direct losses only and the Licensor’s maximum aggregate liability to the Licensee shall in no circumstances exceed the fees paid to the Licensor by the Licensee. Neither party excludes or limits its liability to the other in negligence in respect of death or personal injury or otherwise insofar as any exclusion or limitation of its liability is void, prohibited or unenforceable by applicable law.

7. Technical and scientific support will be provided to the Licensee as set out in the Licensor’s Service Level Agreement set out in www.ccdc.cam.ac.uk/support-and-resources/support/case/?caseid=b48986fd-dc3f-ed11-96a3-0050569597f7. In the case of an evaluation licence the Licensor will provide technical and scientific support at the level it deems appropriate. The Licensor will consider entering into separate confidentiality agreements with the Licensee to facilitate support or collaborative work, where appropriate.

8. The Licensor may from time to time provide updated versions of the licensed products to the Licensee. Suitable notice (usually six months) will be given in the event of changes that are likely to substantially affect the Licensee’s use of the licensed products, for example, platform support or data format changes.

9. The Licensor may from time to time, at its discretion, permit usage of licensed products by the Licensee for a limited period of time at no charge for the purposes of evaluation with a view to purchase. On these occasions, all terms of this agreement apply as they stand except for the following variations, namely: (a) clause (1) shall not apply if the Licensee is an academic institution; (b) clauses (1) and (4) shall not apply if the Licensee is not an academic institution; (c) the cap on the Licensor’s liability in clause (6) shall be reduced to £100, and (d) the use of licensed products in paid work for clients is not permitted.

10. Notice of termination of this agreement may be given at any time in writing by the Licensee, that termination becoming effective at the end of the paid period for any then-current licensed products as defined in clause (1), with no refund of fees paid. Notice of termination of this agreement may be given at any time in writing by the Licensor, in the case of breach of any of the terms and conditions of this agreement, that termination becomes effective immediately with no refund of fees paid. In either case, all copies of the licensed products and any derived data or products held by the Licensee shall be destroyed or finally deleted within one month of the termination becoming effective, with the Licensor notified of this in writing. Otherwise, this agreement remains in place until superseded or amended. Any sub-licensed software provided as part of a product or product suite may be withdrawn at any time if the Licensor’s right to distribute it is terminated.

11. In all cases, copyright and other intellectual property rights in the licensed products remain vested in the Licensor or its licensors. In the case of derived products for external distribution, the matter of ownership and use of any new intellectual property in such derived products will be subject to negotiation between the Licensee and Licensor, for agreement as described in clause (5).

12. This agreement supersedes and extinguishes all previous agreements between the Licensee and its predecessor and subsidiary companies, and the Licensor and its subsidiary companies and agents. No person who is not a party to this agreement shall have any rights to enforce or enjoy the benefits of this agreement whether under the Contracts (Rights of Third parties) Act 1999 or otherwise. The Licensee shall not without the Licensor’s prior written consent assign or novate any of the Licensee’s rights and obligations under this agreement.

13. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that may arise out of or in connection with this agreement, its subject matter, or formation (including non-contractual disputes or claims).