| License: |
CLASSTREE
SOFTWARE LICENCE AGREEMENT
ACADEMIC OR NOT-FOR-PROFIT ORGANISATION - NON-COMMERCIAL INTERNAL RESEARCH USE ONLY
BY USING OR DOWNLOADING THE SOFTWARE, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT (“AGREEMENT”).
1. PERMITTED LICENSEE:
The Licence is intended for use by, and is granted to, academic institutions or not-for-profit organisations only and not-for-profit entities or individuals. By downloading the Software, you are agreeing to the terms of this Software Licence Agreement and, you confirm that you are or act on behalf of an academic institution or not-for-profit organisation (hereinafter referred to as “Licensee” or “You”, "Your").
2. LICENSOR:
The Software is provided by The University of Adelaide (hereinafter referred to as “Licensor”). All rights not specifically granted to You in this Agreement are reserved for Licensor.
3. SOFTWARE:
The Software consists of the Source Code and/or Object Code to which this Agreement is applied. Object Code means software code, substantially or entirely in binary form, which is intended to be directly executable by a computer after suitable processing but without the intervening steps of compilation or assembly. Source Code means software code, other than Object Code, and related source code level system documentation, comments and procedural code, such as job control language, which may be printed out or displayed in human readable form.
Aside from the actual copy of all or any portion of Software for program routines made accessible to Licensee by Licensor pursuant to this Agreement, Software also includes any backups, updates, and/or merged copies permitted hereunder or subsequently supplied by Licensor, any file structures, programming instructions, user interfaces and screen formats and sequences as well as any and all documentation and instructions related to it, and all or any derivatives and/or modifications created or made by You to any of the items specified above.
4. PERMITTED USE:
The Software may be used for Your own non-commercial internal research purposes in Your capacity as an academic institution or not-for-profit organisations only, and not for the purposes of any research or in connection with any project involving human or animal subjects or hazardous subject matter (“Permitted Purpose”). You must ensure that Your use of the Software complies with applicable laws and regulations, and any applicable codes governing responsible conduct of research, and does not infringe any person's rights.
5. OWNERSHIP AND LICENCE:
Licensor hereby grants to Licensee a non-exclusive, non-transferable licence to use the Software for the Permitted Purpose, without the right to sublicence, pursuant to the terms and conditions of this Agreement (“Licence”).
You may not sell, rent, lease, sublicence, lend, disseminate, publish, communicate, time-share or transfer, in whole or in part, or provide third parties access to or services using prior or present versions (or any parts thereof) of the Software.
6. CONFIDENTIALITY:
Licensee acknowledges that the Software is proprietary to Licensor, and as such, Licensee agrees to receive all such materials in confidence. Licensee agrees to use the Software only for its own internal non-commercial research purposes and to limit access to persons who have a need to know and who are bound by confidentiality obligations. Licensee will use reasonable effort to protect the Software from unauthorised use, access, reproduction, distribution, or publication.
Licensee may make that number of copies of the Software necessary for the Permitted Purpose and as required by law at a single site within its organisation and must keep a full and accurate record of all such copies.
7. COPYRIGHT:
The Software is owned by Licensor and is protected by applicable laws and international treaties and/or conventions. Licensor retains exclusive ownership of any copy of the Software.
8. DERIVATIVES:
You may create derivatives of or make modifications to the Software, however, you may only use such derivatives and modifications for the Permitted Purpose.
You understand and agree that Licensor is not obligated to implement any suggestions and/or feedback you might provide regarding the Software, but to the extent Licensor does so, you are not entitled to any compensation related thereto.
9. USE OF NAME:
Licensee has not been granted any trademark Licence as part of this Agreement and may not use the name or logo of the Licensor or any renditions thereof without the prior written permission of Licensor.
10. ASSIGNMENT:
You must not assign this Agreement or your rights hereunder without the prior written consent of Licensor. Any attempted assignment without such consent shall be null and void.
11. TERM:
The term of the Licence granted by this Agreement is from Licensee's acceptance of this Agreement by downloading the Software or by using the Software until terminated as provided below.
The Agreement automatically terminates without notice if you fail to comply with any provision of this Agreement. Licensee may terminate this Agreement by ceasing to use the Software. Upon any termination of this Agreement, Licensee will delete any and all copies of the Software. You agree that all provisions which operate to protect the proprietary rights of Licensor shall remain in force should breach occur and that the obligation of confidentiality described in this Agreement is binding in perpetuity and, as such, survives the term of the Agreement.
12. FEE:
There is no fee due to Licensor for Licensee's use of the Software in accordance with this Agreement.
13. DISCLAIMER OF WARRANTIES:
To the extent permitted under applicable law, the Software is provided "as-is" without warranty of any kind including any warranties of performance or merchantability or fitness for a particular use or purpose or of non-infringement and Licensee bears all risk relating to quality and performance of the Software and related materials.
14. SUPPORT AND MAINTENANCE:
Licensor does not provide support or training as part of this Agreement.
15. EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY:
To the maximum extent permitted under applicable law, Licensor shall not be liable for direct, indirect, special, incidental, or consequential damages or lost profits related to Licensee's use of and/or inability to use the Software, even if Licensor is advised of the possibility of such damage.
To the extent permitted under applicable law, Licensor's liability to the Licensee in respect of claims, damages or loss related to Licensee's use of and/or inability to use the Software or otherwise in connection with this Agreement is limited to AUD 1.00.
16. EXPORT REGULATION:
Licensee agrees to comply with any and all applicable Trade Control Laws and economic sanctions laws, rules, and regulations in the conduct of the Collaboration under this Agreement. Trade Control Laws means Australian Government Customs Act 1901 (Cth) and Regulation 13E for items identified on the Defence and Strategic Goods List (DSGL), the Defence Trade Controls Act 2012 (Cth) (DTCA), and the Weapons of Mass Destruction (Prevention of Proliferation) Act 1995 (Cth); the U.S. Government the International Traffic in Arms Regulations (“ITAR”) (22 C.F.R. Parts 120-130), Export Administration Regulations (“EAR”) 15 CFR Parts 730-774, and Foreign Assets Control Regulations (31 C.F.R. Parts 500-598); the European Union (e.g., controls on exports of dual-use items and technology implemented pursuant to Council Regulation (EC) No. 428/2009), and other applicable government authorities and any other applicable legislation, rules and regulations.
17. SEVERABILITY:
If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
18. NO IMPLIED WAIVERS:
No failure or delay by Licensor in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by Licensor.
19. GOVERNING LAW:
This Agreement shall be construed and enforced in accordance with the laws in force in South Australia, without reference to conflict of laws principles. You consent to the non-exclusive jurisdiction of the courts of South Australia.
20. ENTIRE AGREEMENT AND AMENDMENTS:
This Agreement constitutes the sole and entire agreement between Licensee and Licensor as to the matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating hereto.
|