INVENT Software Licence V2.0
This licence agreement (the “Licence”) is a legal agreement between you (the “Licensee” or “you”) and Dublin City University of Glasnevin, Dublin 9, Republic of Ireland (the “Licensor”, “DCU”, “us” or “we”) for the HandyCAT Platform Software (the “Software”).
IMPORTANT NOTICE TO ALL USERS: BY USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, DO NOT USE THE SOFTWARE. Grant and scope of licence In consideration of your agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable, non-sub-licensable, revocable licence to use the Software for non-commercial purposes on the terms of this Licence. If you intend on using the Software for commercial purposes, you must obtain a commercial licence from the Technology Transfer Office of Dublin City University. For further information please contact [email protected].
Restrictions Except as expressly set out in this Licence, you undertake: not to use the Software for commercial purposes; not to translate the Software into any computer language aside from the current source code language; and not to rent, lease, sub-license or loan the Software.
Obligations You undertake and warrant: To reference your use of the Software in any publications or academic research which is based or partly based on findings obtained using the Software including where the Software is used to gather data or information used in such publications or academic research. Your obligations under this clause will be met where you include wording along the following lines in your publication or academic research: “This publication utilised manual anottation software obtained under a non-commercial licence from Dublin City University, Ireland”. That any additions, updates, amendments, modifications, adaptions or improvements which you make to all or part of the source code of the Software (including but not limited to the use of application programming interfaces (API’s)) (“Improvements”) are owned by you and you agree to grant to DCU and to other third parties who are licensees of this Licence, a perpetual, unrevocable licence to use all and any such Improvements for non-commerical, research and academic purposes.
Intellectual property rights You acknowledge that all intellectual property rights in the Software throughout the world belong to the Licensor, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use them in accordance with the terms of this Licence.
No Warranty You acknowledge that any the Software is provided to you on an "as is" basis now and in the future. All conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the maximum extent permitted by law, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care in the preparation of the Software. You acknowledge that the Software may not be free of errors or bugs. DCU has no obligation to support or update the Software in any way.
Limitation of Liability You acknowledge that the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements. We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for loss of profits, sales, business, or revenue, business interruption, loss of anticipated savings, loss or corruption of data or information, loss of business opportunity, goodwill or reputation or any indirect or consequential loss or damage. Other than the losses set out in term 9 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the total fees paid by the Licensee to DCU. This maximum cap does not apply to term 11. Nothing in this Licence shall limit or exclude our liability for death or personal injury resulting from our negligence, fraud or fraudulent misrepresentation or any other liability that cannot be excluded or limited by Irish law. This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
Termination We may terminate this Licence immediately by written notice to you if you commit a breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so. Upon termination for any reason: all rights granted to you under this Licence shall cease; you must cease all activities authorised by this Licence; and you must immediately delete or remove the Software from all computer equipment in your possession or under your control.
Other Important Terms We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
You may only transfer your rights or your obligations under this Licence to another person if you obtain our prior consent in writing to do so. This Licence constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in this Licence. If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. This Licence, its subject matter and its formation, are governed by Irish law. You and we both agree to that the courts of Ireland will have exclusive jurisdiction.