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Chest / Thomson ResearchSoft Agreement - Appendix C
APPENDIX C TO SCHEDULE 4 - SPECIAL CONDITIONS
Note: Any special conditions or variations in the Licence will be recorded in this appendix.
Clause 2 - "Grant of Rights"
The following clause is added:
2.2 The Licensor operates this licence in the UK through it's chosen reseller. Unless changed at some later date, (a period of 3 months notice will be given to Eduserv (Chest)), the Reseller is Adept Scientific, Amor Way, Letchworth, Hertfordshire, SG6 1ZA.
Clause 3 - "Use"
The following clause is amended:
3.2
Desktop Programs
Product and downloaded/transferred copies made in accordance with this Agreement may only be installed on computers owned/operated by the Licensee institution. Properly installed Product may be used by any employee, student or other persons authorised by the Licensee for the purposes of the normal business of the Licensee's organisation, whether or not they are located on the Licensee's premises.
Web-based Program
Product may be used by any employee, student or other persons authorised by the Licensee for the purposes of the normal business of the Licensee's organisation, whether or not they are located on the Licensee's premises.
Such use of Product in both respects (Desktop Programs and Web-based Program) includes the following:
- Teaching;
- Research;
- Personal educational development;
- Administration and management of the business of the Licensee's organisation;
- Development work associated with any of the above.
General Exclusions:
- Consultancy or services leading to commercial exploitation of Product;
- Work of significant benefit to the employer of students on industrial placement or part-time courses.
- Note: ":Commercial Exploitation": is the use of Product for monetary gain either by the Licensee or an authorised individual (see above). Where Product is so used this must be a matter for written Agreement between the Licensor and the Licensee.
In (i) and (ii) above, the Licensor may allow such use in return for acknowledgement of use of Product and/or for an agreed fee.
Clause 4 - "Extent of Permitted Reproduction"
The following clause is amended:
4.1
Desktop Programs
The Licensee may download/transfer as many copies of Product and Licensed Materials to institution owned or operated equipment as are required. Such copies shall remain the property of the Licensor. The Licensee shall maintain a written record of each reproduction of Product and the Licensee shall provide such a record to the Licensor annually at the anniversary date of this Agreement. Such records shall consist of, but not be limited to, date of download/transfer, identification of the authorised user and email address for each user.
Web-based Program
This program cannot be copied. It is accessed using the web via the ISI ResearchSoft Server or their chosen service provider. The WriteNote plug-ins may be downloaded and, for ease of deployment, copied and distributed to End Users of Licensee.
4.3
Personal Copies of Desktop Programs
A personal copy must be purchased for installation on any machine that is not owned or operated by a Licensed Site. Personal copies provided under the terms of this Agreement may be used while the End User is employed or enrolled at a Licensed Site or thereafter. Personal licences are not transferable to other individuals. Home use of personal copies is permitted, subject to the usage terms outlined in the ISI ResearchSoft product licence Agreement. End Users utilising personal copies may purchase upgrades at the personal copy price during the term of the Agreement, providing the End User is still employed or enrolled at a Licensed Site at the time an upgrade is released. A current and valid student/faculty/staff identification will be required to confirm status with a Licensed Site. Personal copies may be upgraded by the owner after the term of the Institution's Licence at the then prevailing market price for upgrades.
Personal Copies of Web-based Program
Personal copies of The Web-based Program are not available.
Clause 5 - "Payment Terms"
The following clause is amended:
5.1 The Licensee shall pay to the Reseller the charges shown in Schedule of Particulars, Item 9 or otherwise due under this Licence within 30 days of receipt of invoice from Reseller.
Clause 9 - "Warranty"
The following clause is amended as follows:
9.1 Unless otherwise provided in the Special Conditions, the Licensor warrants that Product used in accordance with the Licensor's instructions will perform substantially in accordance with the operating manual supplied as part of Licensed Materials. The Licensor does not warrant that the functions or facilities of Product will meet the Licensee's requirements or that operation of Product will be uninterrupted or error free.
Clause 9.6 is removed as this relates to Year 2000 Compliance which is no longer applicable.
Clause 13 - "Liquidation"
The following clause is amended as follows:
13.1
Desktop Programs
If the Licensor shall make an arrangement with its creditors or shall go into liquidation (other than a voluntary liquidation for the purpose of amalgamation or reconstruction where the emergent company assumed the obligations of the Licensor) or if a receiver shall be appointed for the whole or any part of the Licensor's assets or undertaking then the Licensee shall have the right to continue to use The Desktop Programs and associated Licensed Materials, with no further annual licence fees, in accordance with and subject to the terms of this Agreement. With respect to The Web-based Program, the Licensed Sites will pay no further annual licence fees. The Web-based Program relies on a hosting service and is not licensed perpetually and therefore no future service will be provided.
Clause 14 - "Termination"
The following clause is amended as follows:
14.2 Further, the Licensee may terminate The Desktop Program and/or The Web-based Program Licence on written notice if the Licensor shall make an arrangement with or assignment in favour of its creditors or shall go into liquidation (other than a voluntary liquidation for the purposes of amalgamation or reconstruction) or have a receiver appointed of its property or assets or any part thereof.
Clause 21 - "Recovery of Sums Due"
Clause 21.1 has been removed.