End-user license agreement for IMBA Professional Plus 4.0
Contents
1. 44 0 1235 822655 3 2 3 such Help Desk facilities 3 2 1 and 3 2 2 above shall be available free of charge to the Licensee for the period of one calendar year after initial delivery of the Licensed SOFTWARE PACKAGE and shall be limited to User help with the installation and operation of the Licensed SOFTWARE PACKAGE for the purposes for which it was designed Future support may be available at the discretion of the HPA but may be subject to an additional charge 3 2 4 correction of critical errors or assistance to overcome problems The HPA may in their sole discretion correct errors by patch or by new version 4 LICENCE FEE AND SUPPORT CHARGES 4 1 The Licensed SOFTWARE PACKAGE will be dispatched with an invoice from the HPA for the Licence Fee the invoice is payable by the Licensee within 30 days of the issue date These arrangements may be amended at the discretion of the HPA 4 2 Any Support Charges for Help Desk support beyond the initial one year period of free Help Desk support and any additional Technical and or Scientific Support Services related to applications of the Licensed SOFTWARE PACKAGE shall be provided by the HPA in its sole discretion Charges for such additional Support Services shall be agreed between the Licensee and HPA in advance and shall be invoiced by the HPA 4 3 The HPA may in its sole discretion offer to provide such additional Support Services on a renewable annual basis for which the Suppo2. 6 SUPPORT NOT INCLUDED AND WHICH SHALL BE CHARGED FOR 6 1 The following are not Support Services and additional fees shall be payable as agreed by the HPA by the Licensee to the HPA for these and for the avoidance of doubt such additional fees shall become part of the Support Charges 6 1 1 support of other software accessories attachments machines systems or other devices not supplied by the HPA under this Agreement 6 1 2 rectification of lost or corrupted data arising for any reason other than the HPA s own negligence 6 1 3 attendance to faults caused by using the Licensed SOFTWARE PACKAGE outside design or other specifications or outside the provisions laid down in any documentation or manual supplied with the Licensed SOFTWARE PACKAGE 6 1 4 diagnosis and or rectification of problems not associated with the Licensed SOFTWARE PACKAGE 6 1 5 loss or damage caused directly or indirectly by operator error or omission 7 WARRANTY 7 1 The Licensee acknowledges that Licensed SOFTWARE in general is not error free and agrees that the existence of such errors shall not constitute a breach of this Agreement 7 2 The HPA expressly warrants that for a period of 180 days from the date of delivery the warranty period the Licensed SOFTWARE PACKAGE provided by the HPA shall conform in all respects to the specifications set forth in the Preface to the User Manual 7 3 In the event that the Licensee discovers an error which
3. END USER LICENCE AGREEMENT FOR IMBA Professional Plus SOFTWARE INCLUDING THE Base Unit and the Add Ons For Windows 95 98 NT 2000 XP IMPORTANT READ CAREFULLY This End User Licence Agreement EULA provides a legal relationship between the Customer hereinafter referred to as the licensee and Radiation Protection Division Centre for Radiation Chemical and Environmental Hazards of the Health Protection Agency Chilton Didcot OXON OX11 ORQ UK hereinafter referred to as the HPA for the SOFTWARE PACKAGE identified below hereinafter referred to as the SOFTWARE PACKAGE By installing copying or otherwise using the SOFTWARE PACKAGE you agree to be bound by the Conditions stated herein If you do not agree to the Conditions stated herein then DO NOT install or use the SOFTWARE PACKAGE CONDITIONS OF USE This SOFTWARE PACKAGE is licensed for Installation and Use on multiple computer systems under the direct control of the Licensee under the conditions defined herein All recipients of this software shall hereby agree not to duplicate the installation CD ROM s provided to them On being provided by the HPA with an updated version of the SOFTWARE PACKAGE all recipients of an UPDATED SOFTWARE VERSION shall hereby also agree to uninstall the previous version completely from any and all machines on which it has been installed and to keep only the original installation CD ROM s for archival purposes 1 DEFINIT
4. IONS Under this Agreement unless the context otherwise requires the following expressions have the following meanings CD ROM means compact disk read only memory CPU means Central Processing Unit Concurrent Use means the simultaneous Use of the Licensed SOFTWARE PACKAGE by not more than five users of the Licensee HTML Help File means the compiled file written in Hypertext Markup Language and incorporated in the Licensed SOFTWARE PACKAGE to assist the User in navigating the software s User interface and in performing the various calculation tasks for which the software is designed Microsoft Visual Basic 6 0 means the current as of August 2001 version of Microsoft s Windows software application development system where Visual Basic is a registered trademark of Microsoft Corporation IMBA modules means the suite of executable software modules owned and quality assured by HPA which perform the actual calculations of intakes and or doses resulting from intakes of radionuclides and the associated radionuclide database files Base Unit means the software written in Microsoft Visual Basic 6 to perform bioassay calculations and dose assessments utilising the IMBA modules together with the incorporated HTML Help files and Technical Documentation Add On means the additional program which works together with the base unit to enhance the functionality of the software IMBA Profess
5. embargo riot civil commotion including acts of local government and parliamentary authority inability to supply the Licensed SOFTWARE PACKAGE or the Support Services the breakdown of equipment and labour disputes of whatever nature and for whatever cause arising including but without prejudice to the generality of the foregoing work to rule overtime bars strikes and lockouts and whether between either of the parties hereto and any or all of its employees and or any other employer and any or all of its employees and or between any two or more groups of employees and whether of either of the parties hereto or any other employer 13 TERMINATION 13 1 In addition to provisions for termination as herein provided the HPA jointly or severally may by notice in writing to the Licensee terminate this Agreement if any of the following events shall occur 13 1 1 if the Licensee is in material breach of any term condition or provision of this Agreement or required by applicable law and fails to remedy such breach if capable of remedy within 30 days of having received written notice of such breach from the HPA 13 1 2 if the Licensee being a body corporate shall present a petition or have a petition presented by a creditor for its winding up or shall convene a meeting to pass a resolution for voluntary winding up or shall enter into any liquidation other than for the purposes of a bona fide reconstruction or amalgamation shall call a meet
6. ese terms and conditions of this Agreement 17 SEVERABILITY In the event that any of the terms conditions or provisions contained in this Agreement shall be determined by any competent authority to be invalid unlawful or unenforceable to any extent such term condition or provision shall to that extent be severed from the remaining terms conditions and provisions which shall continue to be valid to the fullest extent permitted by law 18 NOTICES Any notice to be given by either party to the other may be sent by recorded delivery to the address of the other party as appearing herein or such other address as such party may from time to time have communicated to the other in writing and if so sent shall be deemed to be served 7 working days following the date of posting 19 LAW These conditions are subject to the laws of England and Wales and the exclusive jurisdiction of the English and Welsh courts HPA IMBA Professional Plus Page 7
7. ing of its creditors or shall have a receiver of all or any of its undertakings or assets appointed or shall be deemed by the relevant statutory provisions under the applicable law or any similar law in another jurisdiction to be unable to pay its debts 13 2 Termination howsoever or whenever occasioned shall be subject to any rights and remedies the HPA may have under this Agreement or in law 13 3 In the event that this Agreement expires or terminates with respect to the Support Services only the Licensee shall comply with the provisions of Clause 5 7 where the same relates to any and Support Documentation supplied by the HPA as the case may be in performance of the Support Services under this Agreement HPA IMBA Professional Plus Page 6 14 ASSIGNMENT The Licensee shall not assign or otherwise transfer all or part of the Licensed SOFTWARE PACKAGE or this Agreement without the prior written consent of the HPA 15 WAIVER Failure or neglect by the HPA to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of the HPA s rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice the HPA s rights to take subsequent action 16 HEADINGS The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of th
8. ional Plus means the compiled software known as IMBA Professional Plus which incorporates the IMBA modules the Base unit and any of the associated Add Ons as indicated on the order form software codes HTML Help files HPA IMBA Professional Plus EULA Page 1 Technical Documentation means a the material incorporated in the HTML Help File which gives technical descriptions of the methods used by IMBA Professional Plus to perform the various calculations and b a hard copy of the User Manual Licensed SOFTWARE PACKAGE means IMBA Professional Plus together with the Technical Documentation Licence has the meaning expressed in Clause 2 1 Licence Fee means the Licence fee specified in the Order Form payable by the Licensee to the HPA RAM means random access memory Support Services means the services provided by the HPA to the Licensee specified in Clause Systems means the Licensee s computer systems Use means and is limited to a utilisation of the Licensed SOFTWARE PACKAGE by copying transmitting or loading the same into the temporary memory RAM or installing into the permanent memory of the System for the processing of the System instructions or statements contained in such SOFTWARE PACKAGE b copying the Licensed SOFTWARE PACKAGE which is in machine readable form for use by the Licensee on the Systems specified in Clause 2 2 c storing the whole or any par
9. l and any copies whether in whole or in part in any form including partial copies of the Licensed SOFTWARE PACKAGE made herein HPA IMBA Professional Plus Page 3 5 6 not to provide or otherwise make available the Licensed SOFTWARE PACKAGE in whole or in part in any form to any person other than the Licensee s employees or persons contracted by the Licensee to perform calculations in support of the Licensee s work without prior written consent from the HPA 5 7 within thirty 30 days after discontinuance of this Agreement for whatever reason other than with respect to the Support Services only to return or destroy as the HPA shall instruct the Licensed SOFTWARE PACKAGE and in the event of termination of the Support Services and all copies in whole and in part in any form including partial copies or modifications of the Licensed SOFTWARE PACKAGE received from the HPA or made in connection with this Agreement and all documentation relating thereto and to furnish the HPA with a certificate certifying that the same has been done unless the Licensee has obtained the HPA s prior written authorisation to retain one copy for archive purposes for a period of time sufficient to either support the Licensee s obligations to any agency having regulatory authority over the Licensee or to support litigation 5 8 to allow the name of the Licensee s company to be published on the IMBA Professional web site for illustrative purposes only
10. oever or howsoever caused arising directly or indirectly in connection with this Agreement the Licensed SOFTWARE PACKAGE its use the Support Services or otherwise including but not limited to loss of profit data or use of the software or special incidental or consequential damages Any liability shall be limited to the one time Licence Fee 8 2 Notwithstanding the generality of 8 1 above the HPA expressly exclude liability for consequential loss or damage which may arise in respect of the Licensed SOFTWARE PACKAGE its use the System or in respect of other equipment or property or for loss of profit business revenue goodwill or anticipated savings 8 3 The HPA does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of HPA its employees or authorised representatives 9 COPYRIGHT PATENTS TRADEMARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS 9 1 The Licensee acknowledges that any and all of the copyright trade marks trade names patents and other intellectual property rights subsisting in or used in connection with the Licensed SOFTWARE PACKAGE and Support Documentation shall be and remain the sole property of HPA and that the HPA has an Agreement with any third parties having any rights in the Licensed SOFTWARE PACKAGE as the case may be The Licensee shall not during or at any time after the expiry or termination of this Agreement in any way question or disp
11. r termination of this Agreement in whole or with respect to the Support Services only disclose the same whether directly or indirectly to any third party without the HPA s prior written consent Permission will be granted for any disclosure required by a governmental agency having regulatory authority over the Licensee 11 2 The Licensee further agrees that it shall not itself or through any subsidiary or third party modify vary enhance copy sell lease license sub license or otherwise deal with the Licensed SOFTWARE PACKAGE modifications copies releases versions or enhancements thereof or any or have any Licensed SOFTWARE PACKAGE or other program written or developed for it based on any confidential information supplied to it by the HPA unless the Licensee has obtained the written consent of the HPA to do so 11 3 The foregoing provisions shall not prevent the disclosure or use by the Licensee of any information which is or hereafter through no fault of the Licensee becomes public knowledge or to the extent permitted by law 12 FORCE MAJEURE 12 1 The HPA shall be under no liability to the Licensee in respect of anything which apart from this provision may constitute breach of this Agreement arising by reason of force majeure namely circumstances beyond the control of the Licensor which shall include but shall not be limited to acts of God perils of the sea or air fire flood drought explosion sabotage accident
12. rt Charge would be invoiced and payable in advance 4 4 All charges herein before referred to are exclusive of and net of any taxes duties or such other additional sums including but without prejudice to the foregoing generality value added or purchase tax excise tax tax on sales property or use import or other duties whether levied in respect of this Agreement the Licensed SOFTWARE PACKAGE its use or otherwise 5 LICENSEE S UNDERTAKINGS 5 1 The Licensee undertakes 5 1 1 not to copy the Licensed SOFTWARE PACKAGE other than for normal system operation and as specified in Clause 2 above nor otherwise reproduce the same provided that the Licensee may copy the Licensed SOFTWARE PACKAGE for back up purposes or incidentally in the course of converting the Licensed SOFTWARE PACKAGE in accordance with 5 1 3 below 5 1 2 not to translate adapt vary modify the Licensed SOFTWARE PACKAGE 5 1 3 not to disassemble decompile or reverse engineer the Licensed SOFTWARE PACKAGE In addition the Licensee undertakes 5 2 to maintain accurate and up to date records of the number and location of all copies of the Licensed SOFTWARE PACKAGE and 5 3 to supervise and control Use of the Licensed SOFTWARE PACKAGE in accordance with the terms of this Agreement 5 4 to replace the current version of the Licensed SOFTWARE PACKAGE with the updated version forthwith upon receipt 5 5 to reproduce and include the copyright notices of HPA on al
13. substantially affects the Licensee s use of the same and notifies the HPA of the error within the warranty period the HPA shall at its sole option either refund the Licence fee or use all reasonable endeavours to correct by patch or new release at its option that part of the Developed Software which does not so comply PROVIDED THAT such non compliance has not been caused by any modification variation or addition to the Developed Software or not performed by the HPA or caused by its incorrect use abuse or corruption of the Licensed SOFTWARE PACKAGE or by use of the Licensed SOFTWARE PACKAGE or with other software or on equipment with which it is incompatible 7 4 To the extent permitted by the applicable law the HPA disclaims all other warranties with respect to the Licensed SOFTWARE PACKAGE either express or implied including but not limited to any implied warranties of merchantability or fitness for any purpose beyond the scope of the software specifications 7 5 Although the HPA does not warrant that the Licensed SOFTWARE PACKAGE supplied hereunder shall be free from all known viruses commercially reasonable efforts have been taken to check for the most commonly known viruses prior to packaging but the Licensee HPA IMBA Professional Plus Page 4 is solely responsible for virus scanning the Licensed SOFTWARE PACKAGE prior to installation 8 HPA s LIABILITY 8 1 The HPA shall not be liable to the Licensee for any loss or damage whats
14. t of the Licensed SOFTWARE PACKAGE on the System or other storage unit or disk d utilising but not copying the HTML Help Files including the Technical Documentation in HTML format However as per Sub Clause 11 1 below on written application to HPA permission may be granted to the Licensee for any disclosure of Help File materials and Technical Documentation in hard copy required by any governmental agency having regulatory authority over the Licensee 2 LICENCE 2 1 Upon receipt of payment of the one time Licence Fee to the HPA the HPA grants and the Licensee accepts a non exclusive non transferable Licence to Use the Licensed SOFTWARE PACKAGE concurrently on not more than five of the Licensee s Systems 2 2 The Licence entitles the Licensee only to 2 2 1 receive from the HPA one master copy of the Licensed SOFTWARE PACKAGE for Use on the Licensee s Systems on media appropriate to the Systems together with the necessary Installation Instructions and HTML Help File to install and Use the same 2 2 2 load install and Use the Licensed SOFTWARE PACKAGE on the CPUs of the Licensee s Systems with not more than five concurrent users 2 2 3 load install and Use the Licensed SOFTWARE PACKAGE on a portable lap top or home computer where the Licensed SOFTWARE PACKAGE is permanently installed on the hard disk s or other storage device s of the Licensee s Systems but not a file server for Use by the Licensee s relevant emplo
15. t the Licensee or the HPA The HPA shall have the right to defend any such claims and make settlements thereof at its own discretion and the Licensee shall give such assistance as the HPA or the Owner may reasonably require to settle or to oppose any such claims 10 3 In the event that any such infringement occurs or may occur the HPA may at its sole option and expense 10 3 1 procure for the Licensee the right to continue using the Licensed SOFTWARE PACKAGE or infringing part thereof or 10 3 2 modify or amend the Licensed SOFTWARE PACKAGE or infringing part thereof so that the same becomes non infringing or 10 3 3 replace the Licensed SOFTWARE PACKAGE or infringing part thereof by other Software of similar capability or HPA IMBA Professional Plus Page 5 10 3 4 repay to the Licensee the Sub License Fee relating to the whole or the infringing part of the Licensed SOFTWARE PACKAGE 11 CONFIDENTIAL INFORMATION 11 1 All information data drawings specifications documentation listings or object code which the HPA may have imparted and may from time to time impart to the Licensee relating to the Licensed SOFTWARE PACKAGE other than the ideas and principles underlying the same or Support Documentation or procedures or modems is proprietary and confidential The Licensee hereby agrees that it shall use the same solely in accordance with the provisions of this Agreement and that it shall not at any time during or after expiry o
16. ute HPA s ownership of the Licensed SOFTWARE PACKAGE 9 2 In the event that new inventions designs or processes evolve in performance of or as a result of this Agreement the Licensee acknowledges the same shall be the property of the HPA unless otherwise agreed in writing by the HPA 9 3 The Licensee shall indemnify the HPA fully against all liabilities costs and expenses which the HPA may incur as a result of work done in accordance with the Licensee s specifications involving infringement of any patent or other proprietary right 10 INDEMNITY 10 1 The HPA agrees to indemnify and save harmless and defend at its own expense the Licensee from and against any and all claims of infringement of copyright patents trade marks industrial designs or other intellectual property rights affecting the Licensed SOFTWARE PACKAGE as the case may be PROVIDED THAT i the Licensee shall not have done permitted or suffered to be done anything which may have been or become an infringement of any rights in any copyright patent trade mark or other rights as hereinbefore provided and ii the Licensee shall have exercised a reasonable standard of care in protecting the same failing which the Licensee shall indemnify the HPA or the Owner against all actions proceedings costs claims and expenses incurred in respect thereof 10 2 The Licensee undertakes that the HPA shall be given prompt notice of any claim specified in 10 1 above that is made agains
17. yee s or persons contracted by the Licensee to perform calculations 2 3 A person contracted by the Licensee to Use the Licensed SOFTWARE PACKAGE including the Help Files and Technical Documentation to perform calculations shall be required to Register with the HPA in order to obtain written permission for such Use The Licensee s Contractor shall be required to sign an Agreement with the HPA to the effect that on termination of the Contract with the Licensee that requires the Contractor to Use the Licensed SOFTWARE PACKAGE for calculations i the Licensee s Contractor shall within fourteen 14 days after the date of such termination return the Licensed SOFTWARE PACKAGE including the Help Files and Technical Documentation to the Licensee and ii the Licensee s Contractor shall retain no copies of the Licensed SOFTWARE PACKAGE including the Help Files and Technical Documentation On being granted the HPA s written permission the Licensee s Contractor shall then be entitled to Use the Licensed SOFTWARE PACKAGE including the Help Files and Technical Documentation but expressly and only in support of the Licensee s work HPA IMBA Professional Plus EULA Page 2 3 SUPPORT SERVICES Support Services provided by the HPA to the Licensee shall be limited to 3 2 1 reasonable Help Desk facilities by e mail at the address imba hpa rp org uk UK 3 2 2 reasonable Help Desk facilities by telephone Monday to Friday 09 00 17 00
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