ACADEMIC LICENCE AGREEMENT FOR END-USERS FOR THE USE OF LIGPLOT+

This academic licence agreement (Agreement) is entered into by and between the European Molecular Biology laboratory (EMBL), located at Meyerhofstr. 1, 69117 Heidelberg, Germany and acting through its outstation the European Bioinformatics Institute (EMBL-EBI) located at Wellcome Trust Genome Campus, Hinxton, CB10 1SD, Cambridge, United Kingdom (hereinafter "Licensor"),

 

And

 

XXX (hereinafter "Licensee") located at XXX

 

1.         Recitals

WHEREAS Licensee is a publicly funded academic research institution, and

WHEREAS Licensee desires to acquire a free of charge, non-exclusive licence to use the Ligplot+ for its own, internal, academic research purposes only,

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

2.         Definitions

"Commencement Date" shall be the date when the Licensed Software is made available to the Licensee.

"Licensed Software", means the current version of Ligplot+ as published in Laskowski R A, Swindells M B (2011). LigPlot+: multiple ligand-protein interaction diagrams for drug discovery. J. Chem. Inf. Model., 51, 2778-2786 and accepted by the Licensee as being adequate for the requirements of the Licensee.

"Licence Period" shall mean 1 year as measured from the Commencement Date or anniversary of the same if extended pursuant to mutual written agreement.

"Licensee" shall mean the organisation wishing to take a licence to use the Software in accordance with these terms and conditions.

"Licensee Integrated Software" shall mean integrations by Licensee of the Licensed Software into any other software or software package.

"Licensee Scientist" shall mean XXX, a member of staff at Licensee who is responsible for the access and use of the Software.

"Site" shall mean a set of contiguous buildings in one location.

Any opinion, findings, conclusions or recommendations expressed in Ligplot+ are those of the Authors and do not necessarily reflect the views of Licensor.

3.         Licence

As of the Commencement date and subject to the terms and conditions of this Agreement a non-exclusive, non-transferable licence ("Licence") to use and copy the Licensed Software is made available free of charge to the Licensee for the Licence Period. The Licence granted hereunder expressly excludes the right to grant sub-licences to any third party, without the Licensor's prior written consent.

The Licence is only granted for personal and internal use in academic research only at one Site and under the supervision of Licensee Scientist. Licensee shall not permit any third party to use the Licensed Software or the Licensee's Integrated Software in any way whatsoever, nor use or allow the use of the Licensed Software or Licensee Integrated Software by or on behalf of or for the benefit of any third party in any way whatsoever. The Licensee will not use nor permit the use of the Licensed Software or Licensee Integrated Software as a part of a service supplied to any third party for financial reward. By way of example but not limitation, this explicitly excludes projects which are contracted to the Licensee by third parties for a fee, or projects that are done in collaboration with a third party that is funding the research in whole or in part in exchange for commercial rights on the results and/or possible delay in publication of any relevant results to the academic community.

Licensee shall not make any alteration to, or modification of, the whole or any part of the Software; nor decompile, reverse assemble or disassemble the binary or object code version of the Software; and shall use its best endeavours to prohibit any other person or company from decompiling, reverse assembling or disassembling the binary or object code version of the Software.

This Licence does not entitle Licensee to receive from Licensor any source code, any copies of the Licensed Software including but not limited to Licensed Software on disks, tapes or CD's, hard-copy documentation, technical support, telephone assistance, enhancements or updates to the Licensed Software. Provision of such information is at the absolute discretion of Licensor.

The Licensee is not entitled to assign, sub-contract or sub-licence to any third party any of its rights or obligations under this Agreement without the Licensor's prior written consent.

4.         Ownership

Except as expressly licensed in this Agreement, Licensor shall retain title to the Licensed Software, and any upgrades and modifications created by Licensor.

5.         Copies

Licensee shall have the right to make copies of the Licensed Software for internal use at the Site and for back-up purposes under this Agreement, but agrees that all such copies shall contain the copyright notices and all other reasonable and appropriate proprietary markings or confidential legends that appear on the Licensed Software provided hereunder.

6.         Support

Licensor shall have no obligation to offer support services to Licensee, and nothing contained herein shall be interpreted as to require Licensor to provide maintenance, installation services, debugging, consultation, or end-user support of any kind.

7.         Confidentiality

The Licensed Software shall be treated as trade secret and confidential information, and Licensee agrees to use their reasonable best efforts to hold the same in confidence. Licensee shall effect and maintain reasonable security measures to safeguard the Software from access or use by any unauthorised person. The Licensee shall acquire no rights in any such material except as expressly provided in this Agreement.

The Licensee shall give prompt notice to the Licensor if the Licensee becomes aware of any unauthorised use or exploitation of the whole or any part of the Software by any person or body.

8.         Intellectual Property Rights

Copyright and all other intellectual property rights in the Licensed Software and supporting information shall remain at all times the property of the Licensor. Licensee shall acquire no rights in any such material except as expressly provided in this Agreement.

Licensee's obligation for confidentiality shall not extend to any information which is, or becomes generally available to the public, is already known to or subsequently disclosed by third parties to Licensee and is at its free disposal, or is independently developed by Licensee or its affiliates without the use of the confidential information disclosed by Licensor, or is required by law or legal process.

9.         Representations of Licensor to Licensee

Licensor represent to Licensee that it has the right to grant the Licence on the Licensed Software and to enter into this Agreement.

10.       Indemnity and Disclaimer of Warranties

Except as expressly set forth in this agreement Licensor makes no representations or warranties, expressed or implied.

The Licensed Software is provided free of charge, and, therefore, on an "as is" basis, without warranty of any kind, expressed or implied, including without limitation the warranties that it is free of defects, virus free, able to operate on an uninterrupted basis, merchantable, fit for a particular purpose or non-interfering. The entire risk as to the quality and performance of the Licensed Software is borne by Licensee.

By way of example, but not limitation, Licensor makes no representations or warranties of merchantability or fitness for the Licensed Software and any particular application or that the use of the Licensed Software will not infringe any patents, copyrights or trademarks or other rights of third parties. The entire risk as to the quality and performance of the product is borne by Licensee. Licensor shall not be liable for any liability or damages with respect to any claim by Licensee or any third party on account of, or arising from the licence or use of the Licensed Software.

Should the Licensed Software prove defective in any respect, Licensee and not Licensor or their affiliates should assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this Agreement. No use of the Licensed Software is authorized hereunder except under this disclaimer.

In no event will Licensor or their affiliates be liable for any indirect, special, incidental or consequential damages arising out of the use of or inability to use the product, including, without limitation, damages for lost profits, loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.

Licensee has no right to claim any indemnification based on Licensee's use of Licensed Software.

11.       Promotional Advertising and References

Licensee may not use the name "LIGPLOT+" or "LIGPLOT" in its promotional advertising, product literature, and other similar promotional materials to be disseminated to the public or any portion thereof. Licensee agrees not to identify Licensor in any promotional advertising or other promotional materials to be disseminated to the public, or any portion thereof without Licensor's prior written consent. For the avoidance of doubt, scientific literature is not defined as advertising and promotional materials.

Licensee agrees to cite the use of the Licensed Software on all related scientific publications, posters, grant applications, institutional reports or brochures by the following reference:

Laskowski R A, Swindells M B (2011). LigPlot+: multiple ligand-protein interaction diagrams for drug discovery. J. Chem. Inf. Model., 51, 2778-2786.

Licensor shall not use Licensee's name in publicity or advertising involving this Agreement or otherwise without Licensee's prior written consent which may be withheld at Licensee's sole discretion.

12.       Term

This Agreement and the licence rights granted herein shall become effective as of the Commencement Date and shall remain in effect for the Licence Period unless terminated earlier in accordance with this Art. 13.

Licensor may terminate this Agreement at any time.

Either party may terminate this Agreement at any time effective upon the other party's breach of any agreement, covenant, or representation made in this Agreement, such breach remaining uncorrected sixty (60) days after written notice thereof.

Licensee shall have the right, at any time, to terminate this Agreement without cause by written notice to Licensor specifying the date of termination.

Termination of this Agreement, for any reason, shall be without prejudice to the rights of the Licensor which may have accrued on or at any time up to the date of termination.

Upon termination of this Agreement, for any reason, the licence granted under this Agreement shall immediately terminate and the Licensee shall forthwith cease using the Licensed Software and within 7 days shall remove or destroy all copies of the Software and supporting information or, at the Licensor's request, return all copies of the same to the Licensor.

13.       Governing Law

This Agreement shall be construed in accordance with the laws of Germany. Place of Jurisdiction shall be Mannheim.

14.       General

The parties agree that this Agreement is the complete and exclusive agreement among the parties and supersedes all proposals and prior agreements whether written or oral, and all other communications among the parties relating to the subject matter of this Agreement. This Agreement cannot be modified except in writing and signed by both parties. Failure by either party at any time to enforce any of the provisions of this Agreement shall not constitute a waiver by such party of such provision nor in any way affect the validity of this Agreement.

No waiver of any term or condition of this Agreement shall be effective unless made in writing and signed by the party against which enforcement of the waiver is sought. The waiver of any breach of any term or any condition of this Agreement shall not be construed as a waiver of any subsequent breach of a term or condition of the same or a different nature.

The invalidity of singular provisions does not affect the validity of the entire understanding. The parties are obligated, however, to replace the invalid provisions by a regulation, which comes closest to the economic intent of the invalid provision. The same shall apply mutatis mutandis in case of a gap.

This Agreement shall be deemed executed in writing and signed by the parties upon delivery to the Licensee of the Software.