End User Evaluation Licence

Thank you for completing the licence information request form. To be able to obtain an end user evaluation licence for the software you must agree to the following terms.

Note: As part of these terms you will be asked to complete a short evaluation questionnaire and the end of your licence period (of two months).



THIS AGREEMENT IS MADE BETWEEN THE LICENSOR AND THE RECIPIENT AS DEFINED AND IDENTIFIED BELOW.

In this agreement, following words will have the following meanings:

1. DEFINITIONS 

Commencement Date The date when the Licensor Software is made available to the Licensee.
Evaluation Fee: The fee or fees to evaluate the Licensor Software listed in the Website.
Evaluation Questionnaire: the questionnaire provided by the Licensor in Schedule 4.
Evaluation Period Shall mean in the period specified in the Website from the Commencement Date.
Recipient The person or organisation wishing to take an evaluation licence to use the Licensor Software in accordance with these terms and conditions upon payment of the Evaluation Fee.
Licensor The Licensor of Sheffield whose registered office is Western Bank, Sheffield S10 2TN
Licensor Software The software to which this Agreement applies as defined in the Software Specification and accepted by the Licensee as being adequate for the requirements of the Licensee. 
Named Developers 
Parties The Licensor and the Recipient, and “Party” shall mean either of them.
Software Specification As set out in the Website product page under the heading ‘Product Specification’ as being the specification for the Licensor Software hereby licensed.
Information: information owned by the Licensor and obtained by the Recipient relating to the Software including without limitation any know-how, techniques, ideas and concepts underlying the Software.
Objective: evaluation of the Software by the Recipient for evaluation of the Software’s usability, utility and value to a commercial customer and any other parameters as agreed between the Parties for time to time.
System: the Licensee computer system specified at the Checkout of the order.

2. LICENCE 

2.1 In consideration of the payment of £1 (one pound sterling) paid by the Recipient to the Licensor, receipt of which is hereby acknowledged, the Licensor hereby grants to the Recipient a personal, non-transferable, non-exclusive licence to use the Software on the System during the Trial Period solely for the purposes of the Objective. 
2.2 The Recipient may make such copies of the Software as are necessary to evaluate the Software on the System, but may not make any back-up or archival copies and may not load all or any part of the Software on any computer other than the System without prior written agreement from the Licensor.
2.3 During the Trial Period this licence may be terminated immediately by the Licensor giving written notice to the Recipient. The licence may be terminated by the Recipient during the Trial Period upon 7 (seven) days' written notice or upon acceptance by the Recipient of a full licence for the Software. Upon termination not followed by a full licence, the Recipient shall within 2 (two) working days return to the Licensor all copies of all or part of the Software on any tangible medium and any documents containing any item of the Information and shall completely delete all electronic copies of all or any part of the Software and/or the Information resident in the System or elsewhere.
2.4 Save for death and personal injury caused by the Licensor’s negligence, the Licensor shall have no liability of any kind to the Recipient in respect of the Software or Information. In particular, the Licensor shall have no liability for any data loss or corruption and the Recipient agrees that it has sole responsibility for protecting its data during evaluation of the Software.
2.5 No representations, conditions, warranties or other terms of any kind are given in respect of the Software or the Information, and all statutory warranties and conditions are excluded to the fullest extent possible. 
2.6 In the event that the Licensor shall be found liable to the Recipient for any reason other than death or personal injury caused by the Licensor’s negligence, the sums payable to the Recipient in respect of such liability shall not exceed two times the Evaluation Fee. In the event that no Evaluation Fee was paid, the sum shall not exceed £5,000 (five thousand pounds sterling).
2.7 The Recipient will indemnify and keep indemnified the Licensor from any loss, liability, cost, claim expense proceeding, demand or damage (including reasonable fees and disbursements) whatsoever incurred or suffered directly or indirectly by the Licensor, arising from or in connection with any use of the Software and the Information by the Recipient. 
2.8 For the avoidance of doubt, the Licensor is not obliged to provide any support services whatsoever including without limitation any maintenance, training or installation of the Software. 
2.9 The Recipient hereby undertakes to notify the Licensor in writing, sent by e-mail, receipt of which must be confirmed by the Recipient, within 30 (thirty) days of the end of the Trial Period of:
2.9.1 any defects or shortcomings of the Software that occur during the Trial Period;
2.9.2 the Recipient’s and/or the users of the Software considered opinion on the utility of the Software for the purpose of assessing the volume and number of lesions in bone;
2.9.3 the Recipient’s and/or the users of the Software considered opinion on the benefits and value of the software to a commercial customer and/or end user.
2.9.4 This information required in this clause 2.9 shall be provided by the Recipient to the Licensor through completion of the Evaluation Questionnaire.
2.10 The Recipient hereby agrees that it shall not:
(a) part with possession of, assign, transfer, lease, rent, charge or otherwise deal in or encumber the Software and/or the Information
(b) copy or permit the copying of or reverse compile any of the Software and/or the Information.
(c) remove any trade mark, logo, name, identifying number or coding from the Software and/or the Information
(d) remove or alter any copyright or other proprietary notice on the Software and/or the Information.

2.11 In the event that any of the results from conducting the Objective using the Software, during the Trial period, are published, the user shall, if appropriate, cite the following acknowledgement


“This data was presented and analysed using the Osteolytica software, available from www.osteolytica.com, and developed by Dr Paul Richmond and Dr Andrew Chantry at the Licensor of Sheffield, Sheffield, UK”

It is requested that, where appropriate, copies of all published papers and abstracts using the Software are sent to: 

Dr Paul Richmond, 
The Licensor of Sheffield, 
Department of Computer Science, 
Sheffield, 
S1 4DW

3. NON-DISLCOSURE AGREEMENT 

3.1 In consideration of the disclosure by the Licensor to the Recipient of the Software and the Information for the purpose of the Objective, the Recipient undertakes that it will receive and hold the Software and the Information in the strictest of confidence. The Recipient shall not without the prior written consent of the Licensor:
(a) communicate or otherwise make available the Software and/or the Information to any third party; or
(b) use the Software and/or Information itself for any commercial, industrial or other purpose other than the Objective; or
(c) copy, adapt, or otherwise reproduce the Software and/or Information save as strictly necessary for the purposes of the Objective.
3.2 The Recipient may disclose the Software and Information or any part thereof to any employee of the Recipient who needs access to the Software and the Information in connection with the Objective. In such an event the Recipient agrees to ensure, prior to such disclosure, that the employee in question is made aware of the confidential nature of the Software and Information and understands that he/she is bound by conditions of secrecy no less strict than those set out here. The Recipient agrees to monitor the use of the Software and Information by these employees and to enforce their obligations of confidence at the request of the Licensor. 
3.3 The obligations contained in this clause 3 shall not apply, or shall cease to apply, to such part of the Software and/or the Information as the Recipient can show to the reasonable satisfaction of the Licensor:
(a) has become public knowledge other than through the fault of the Recipient or an employee or director of the Recipient to whom it has been disclosed in accordance with clause 3.2 above; or
(b) was already known to the Recipient prior to disclosure to it by the Licensor; or
(c) has been received from a third party who neither acquired it in confidence from the Licensor, nor owed the Licensor a duty of confidence in respect of it.
3.4 If the Recipient decides not to accept a full licence of the Software, or otherwise at any time at the request of the Licensor, the Recipient shall return to the Licensor all copies of all or any part of the Information which have been provided to the Recipient pursuant to this agreement, together with all analyses, studies and other materials produced by the Recipient which contain, or could reveal, all or any part of the Information, and any summaries (in whatever form) prepared by the Recipient of oral Information disclosed by the Licensor.

4. PROPERTY RIGHTS

4.1 The Software, Information and all related documentation are proprietary to the Licensor. The Recipient acknowledges that any disclosure pursuant to this agreement shall not confer on the Recipient any intellectual property or other rights in relation to the Software or the Information.
4.2 Ownership of all complete or partial copies of the Software and related documentation shall at all times remain with the Licensor. The Recipient agrees to mark any copies of the Software which it may make in any tangible medium with a notice that such copy belongs to the Licensor.
4.3 In the event that the Recipient is notified by a third party that that party claims rights in the Software or that use of the Software infringes any right of that third party, the Recipient agrees to immediately notify the Licensor and, at the Licensor's request, to immediately cease use of the Software. If the Licensor is unable to allow the Recipient to continue evaluation of the Software, the provisions of clause 2.3 shall apply.
5. GENERAL
5.1 The person approving the order on behalf of the Recipient confirms that he/she is authorised to enter into this agreement on the Recipient's behalf, and to bind the Recipient to its terms and conditions. 
5.2 the Recipient has no right to sub-license or to assign the benefit or burden of this Agreement in whole or in part, or to allow the Software and/or the Information to become the subject of any charge, lien or encumbrance without the prior written consent of Licensor. 
5.3 This Agreement shall be deemed executed in writing and signed by the parties upon delivery to the Licensee of the Licensor Software.