Palladium DEL Follow-Up Suite
By using, downloading, or installing any software produced by Cambridge Molecular Ltd (“Licensor”), or by accepting a Price Quotation from the Licensor, by means of a Purchase Order matching the Price Quotation or otherwise, you (“Licensee”) agree to be bound by this End User Licence Agreement and by the terms of the relevant Price Quotation.
1.1 With regard to whichever software product is being licensed (“Software”), as indicated in the relevant Price Quotation, Licensee is responsible for the compliance of all associated Users with the terms of this Agreement. For all entities which are generally held to be of a secure or confidential nature, including but not limited to accounts, passwords, files, and licence keys, Licensee is solely responsible for maintaining their security. Licensee’s accounts and licence keys indicated as for use on a specified machine are not to be used on any further machines. Licensee’s accounts, passwords, and licence keys are not to be shared with any third parties. All reasonable precautions will be put in place to prevent usage of the Software in any way inconsistent with the terms of this Agreement.
1.2 The Software may include licence management software and/or other digital mechanisms to prohibit the Software from being used in ways that are not in accordance with this Agreement. Licensee will not attempt to remove, disable, or otherwise try to hamper the effectiveness of such licence management software and/or other digital mechanisms in any way.
2.1 Subject to the terms of this Agreement, Licensee’s payment of applicable licence fees, and any applicable User, use and term limitations, Licensor hereby grants to Licensee a non-transferable, non-assignable, non-sublicensable, non-exclusive, limited licence (“Licence”) and right to install and use the Software for internal purposes. The Software is to be used only for Licensee’s internal business purposes, only in accordance with the terms of this Agreement, and subject to the payment of the licence fees and to the limitations agreed in the Price Quotation. Licensor reserves all rights not explicitly granted hereby.
3.1 Licensee may not make copies of the Software other than any that are necessary for internal distribution within the confines of this Agreement, and in order to allow industry-standard IT integrity and security practices. All copies will be whole copies, including notices of proprietary rights. Licensee will not modify, translate, adapt or reverse-engineer the Software, and will not attempt to extract or analyse source code from any files supplied by Licensor. Licensee will not transfer, sell, publish, lend, display, or in any way distribute or make available the Software to any third party or to the public domain. Licensee will not use the Software to carry out services for third parties, or as part of a time-sharing service, or otherwise use the Software for the benefit of third parties. Licensee will not share with any third party any information or materials contained in or supplied with the Software or documentation. Licensee will notify Licensor immediately of any situation in which the Software is used in an unauthorised manner. Licensee acknowledges that a breach of the terms of this Agreement is likely to give rise to irreparable injury to Licensor for which monetary damages may be difficult to ascertain or an inadequate remedy.
4.1 This Agreement shall commence upon either Licensee’s earliest access to the Software, or Licensee’s acceptance of a Price Quotation issued by Licensor, whichever is earliest, and will terminate upon the expiry of the licensing period defined in the Price Quotation (“Licence Term”), unless otherwise terminated. This Agreement can be extended through the acceptance of a new Price Quotation.
4.2 Licensor has the right to terminate this Agreement with no refund in the case of a material breach of this Agreement by Licensee if such a breach is not remedied to the satisfaction of Licensor within thirty days of notice from Licensor that the breach has occurred. Upon termination of this Agreement, Licensee will immediately discontinue all usage of the Software, and will not attempt circumvention of any measures in place to prohibit the Software from being used beyond the scope of the Licence. Upon termination of this Agreement, Sections 4, 5, 7 and 11-18 shall survive termination.
5.1 Licensor owns the Software, its source code, and all supporting documentation and materials, and retains all intellectual property rights to them. All intellectual property rights relating to improvements to the Software, suggestions relating to the Software, feedback or recommendations relating to the Software, or other information provided by Licensee or any third party relating to the Software, shall be assigned to Licensor. This Agreement is not a sale of Software and does not convey to Licensee any rights of ownership in or related to the Software or any intellectual property rights relating to the Software, its documentation, or any part of the Software or its documentation. All rights not explicitly granted by Licensor within this Agreement are reserved by Licensor.
5.2 Licensee retains all ownership of data and other information input into or used in association with the Software (“Licensee Data”). Licensee also retains all intellectual property rights in and to Licensee’s data and other information.
5.3 Should any output of the Software form the basis of a figure or other part of a publication in the scientific literature, Licensee will cite Licensor’s name and the name of the Software within the publication.
5.4 Unless Licensee's use of the Software forms part of an agreed trial period, Licensor may use Licensee’s name and logo within its marketing materials and website, and as part of press releases, only insofar as is necessary to indicate that Licensee is a customer of Licensor and a user of the Software.
5.5 Licensee shall inform Licensor in writing and as soon as reasonably possible if they become aware of any probable or certain breach of this Agreement.
6.1. Licensee represents and warrants that they have the authority to enter into the Agreement and to perform any and all acts as may be necessary under the terms of this Agreement.
6.2 Licensor warrants that the Software will perform substantially in accordance with the informational materials supplied by Licensor, including demonstrations and any and all indications within the user interface of the Software. Apart from the above warranty, the Software is supplied “as is” without warranty of any kind, either express or implied. This warranty applies only if the Software is an unaltered copy of the most recent version of the Software, being used in the manner originally intended by Licensor, and the shortcomings stated by Licensee can be reproduced by Licensor, and the shortcomings are not due to any non-standard hardware or software being used by Licensee.
6.3 Upon notification in writing of a breach of this warranty, Licensor will attempt, using commercially reasonable efforts, to rectify the shortcomings indicated in writing by Licensee. Should this prove unfeasible, any licence fees paid by Licensee for the Software will be refunded on a pro rata basis corresponding to the remaining Licence Term.
7.1 Each party (the “Receiving Party”) acknowledges that the other party (the “Disclosing Party”) may disclose non-public information (“Confidential Information”). Licensee Data is included within Confidential Information. The Receiving Party agrees to keep Confidential Information in the strictest confidence, which will never fall short of the standard of care with which it protects the confidentiality of its own Confidential Information. Confidential Information may not be shared with any external third party, unless required by a court order or governmental authority according to clause 7.3. The Receiving Party will only give access to Confidential Information to those employees who require access relating to use of the Software in accordance with the terms of this Agreement.
7.2 The obligations of non-disclosure do not apply to any portion of Confidential Information that, as demonstrated by competent proof:
(i) was known to the Receiving Party prior to being received from the Disclosing Party as evidenced by the Receiving Party’s written and/or electronic records;
(ii) is, or becomes, part of the public domain through no wrongful act on the part of the Receiving Party;
(iii) is received by the Receiving Party on a non-confidential basis from a third party having a legal right to disclose such Confidential Information; or
(iv) is independently developed by or on behalf of the Receiving Party without reference to or reliance upon the Disclosing Party’s Confidential Information as evidenced by the Receiving Party’s written and/or electronic records.
7.3 If the Receiving Party is required by a governmental authority or by order of a court of competent jurisdiction to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall
(i) provide the Disclosing Party with prompt notice of such event, to the extent legally feasible, so that the Disclosing Party may take appropriate steps, including intervening, to protect the confidentiality of the Confidential Information,
(ii) take all reasonable and lawful actions to avoid or minimise the degree of such disclosure and to obtain assurance that confidential treatment will be afforded to the Confidential Information. In the event that such legally compelled disclosure is made as permitted hereunder, the Receiving Party shall continue in all other ways to maintain the confidentiality obligations and use restrictions herein with respect to such Confidential Information and shall disclose only that portion of Confidential Information as is legally required to be disclosed.
8.1 Each party (“Indemnifying Party”) shall indemnify and hold harmless the other party and its employees, agents and representatives against any and all third-party claims and resulting liabilities, damages, losses and expenses, including reasonable attorneys’ fees, so long as such claims arise out of or result from negligence or wilful misconduct in connection with this Agreement, or a breach of this Agreement, each by the Indemnifying Party or its employees, agents or representatives.
9.1 Licensor’s entire aggregate liability under this Agreement shall not exceed the price actually paid by Licensee for the use of the Software under the applicable Price Quotation giving rise to such liability. To the maximum extent permitted by applicable law, in no event shall Licensor be liable for any indirect, incidental, consequential or special damages including but not limited to lost business or profits, lost data, loss of goodwill, costs of procurement of alternative goods or punitive damages, whether arising under tort or contract, even if Licensor has been made aware of the possibility of such damages.
10.1 The applicable fees are inclusive of software support, in the form of telephone and e-mail support, bug fixes, and all new versions being released during the Licence Term as defined within the applicable Price Quotation. Support is only available for the operating systems and hardware indicated as available at the time of download. Support will cease to be provided upon termination of this Agreement.
11.1 This Agreement 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 arising out of or in connection with this Agreement.
12.1 To be effective, all legal notices hereunder must be in writing, and delivered personally or by overnight courier, or by certified or registered mail, to the other party at the relevant address set forth in the applicable Price Quotation or on the party’s website.
13.1 This Agreement, together with any accepted Price Quotations, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, be they written or oral, concerning the Software and the terms of this Agreement. Should any part of an accepted Price Quotation be inconsistent with any part of this Agreement, the relevant provisions of the Price Quotation shall prevail.
14.1 No forbearance or delay by either party in enforcing its rights will prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.
15.1 No agency, partnership or joint venture is created by this Agreement.
16.1 Licensee may not assign or transfer this Agreement without prior written consent of Licensor.
17.1 If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the terms will not be prejudiced.
18.1 This Agreement may not be modified, except by mutual consent executed in writing by both parties.