SNOMED CT® UK NATIONAL RELEASE AFFILIATE LICENCE AGREEMENT
IMPORTANT NOTICE - PLEASE READ THE FOLLOWING CAREFULLY
This is a Licence Agreement between (1) The Secretary of State for Health acting through its agency The Health and Social Care Information Centre, 1 Trevelyan Square, Boar Lane, Leeds, West Yorkshire, LS1 6EB (the "Licensor") and (2) the person or organisation to which the UK National Release of SNOMED CT is distributed or otherwise made available (the "Licensee").
The UK National Release comprises the International Release of SNOMED CT together with the UK National Extensions and UK National Derivatives and other documents and software. The licence terms for the UK National Extensions and UK National Derivatives are set out in this Licence Agreement. There is a separate licence for the International Release of SNOMED CT.
By downloading, accessing or using any part of the UK National Release of SNOMED CT, or exercising any rights granted under this Licence Agreement, the Licensee agrees to be bound by the terms of this Licence Agreement and the SNOMED CT International Release Affiliate Licence. If the Licensor requires a hard copy of this Licence Agreement by the Licensee, any facsimile or electronic copy of the document purporting to be signed (including by way of digital signature) for and on behalf of the Licensee will be considered valid, and binding on the Licensee.
License Fees and other conditions and restrictions apply to the use of the International Release of SNOMED CT in a Non-Member Territory, and to the deployment, distribution and licensing of Licensee Products within a Non-Member Territory. In this regard the Licensee’s attention is drawn in particular to clause 7 (License Fees) and clause 9 (Use in Member Territories and Non-Member Territories).
1. DEFINED TERMS
In this Licence Agreement, terms defined in Appendix A (Defined Terms) have the meanings set out in that Appendix.
2. GRANT OF LICENCE
2.1 The Licensor grants the Licensee, subject to the terms of this Licence Agreement, a perpetual (subject to revocation in accordance with clause 5), worldwide, non-exclusive, non-transferable licence for the term of this Licence Agreement to:
2.1.1 use, and permit the Licensee’s officers, employees, agents and contractors to use, the UK National Extensions and UK National Derivatives and other documents and software forming part of the UK National Release;
2.1.2 create Third Party Extensions from the UK National Extensions and use and modify any such Third Party Extensions subject to policies and procedures laid down by the UKTC & the IHTSDO;
2.1.3 create Third Party Derivatives from the UK National Extensions and from the UK National Derivatives and use and modify any such Third Party Derivatives subject to policies and procedures laid down by the UKTC & the IHTSDO;
2.1.4 incorporate the UK National Extensions and UK National Derivatives into Licensee Products, and distribute Licensee Products under a sub licence in accordance with clause 2.1.5;
2.1.5 subject to clause 5.9, grant sub-licences of the UK National Extensions and UK National Derivatives and any non-Standards-Based Third Party Extensions (or part thereof) or non-Standards-Based Derivative to End Users to the extent necessary for the End Users to use the Licensee Products.
2.2 The Licensee may only use the UK National Extensions and UK National Derivatives and documents and software forming part of the UK National Release, and must ensure that its officers, employees, agents and contractors only use the UK National Extensions and UK National Derivatives and documents and software forming part of the UK National Release:
2.2.1 for the Licensee’s internal business purposes (including the creation by the Licensee of Third Party Extensions, Third Party Derivatives and other Licensee Products) along with the licensing and distribution by the Licensee of the Licensee Products;
2.2.2 in the development and operation of the Licensee’s information systems;
2.2.3 for the Licensee’s research purposes; and/or
2.2.4 in the Licensee’s systems (including browsers and data analysis systems) made available to the general public for accessing and/or retrieving any part of the UK National Extensions and the UK National Derivatives and/or data encoded using the foregoing, provided that users of those systems are not able to extract any substantial portion of SNOMED CT and provided further that no fee is charged for access to those systems except where access is incidental to the provision of training or consulting services.
2.3 The Licensee is only permitted under this Licence Agreement to create Extensions from the UK National Extensions and to create Derivatives from the UK National Extensions, UK National Derivatives and from those Third Party Extensions. The Licensee may only create a Third Party Extension from the UK National Extension or a Third Party Derivative from the UK National Extension and/or UK National Derivatives pursuant to the terms of this Licence Agreement.
2.4 The Licensee is not permitted to translate any part of the UK National Extensions and/or UK National Derivatives into any other human language without the prior written consent of the Licensor.
2.5 Each sub-licence granted by the Licensee under clause 2.1.5 must:
2.5.1 only grant the End User such rights as it needs for use of the UK National Extensions and UK National Derivatives but in any event not to licence Standards-Based Third Party Extensions (or part thereof) or Standards-Based Derivatives and, in any event, not grant the End User any greater rights in respect of the UK National Extensions and UK National Derivatives than the Licensee itself has under this Licence Agreement;
2.5.2 not permit the End User to do any act or thing in respect of the UK National Extensions and UK National Derivatives that the Licensee is prohibited from doing under this Licence Agreement;
2.5.3 not permit the End User to sub-license or transfer any of its rights under the sub-licence (unless the End User is also an Affiliate, in which case that Affiliate shall be entitled to sub-licence further its rights under the sub-licence with the Licensee, subject to the same restrictions as apply to sub-licensing the UK National Extensions and UK National Derivatives under the End User’s licence agreement with the Licensor);
2.5.4 terminate automatically upon termination of the Licence Agreement;
2.5.5 provide that the End User may apply directly to the Licensor upon receiving notice that the sub-licence will terminate in accordance with clause 2.5.4, and that the Licensor may in such circumstances (but shall not be obliged to):
(a) grant the End User a licence in respect of the UK National Extensions and UK National Derivatives for a limited period in order to enable the End User to continue to use the Licensee Products that are subject to the sub-licence during that period;
(b) give the End User an assurance or undertaking that for a limited period the Licensor will not seek to prevent the End User from using the Licensee Products; and
2.5.6 permit the Licensee to disclose the terms of the sub-licence to the Licensor in accordance with clauses 7 and 8 and to permit the Licensor to disclose, any and all such licence terms and relative information to the IHTSDO and any other person the Licensor considers has a "need to know" or where the Licensor is obliged by applicable laws to make disclosure of that information.
2.6 If the Licensee becomes aware of any material error or change or correction needed in the UK National Extensions or UK National Derivatives, the Licensee agrees to advise the Licensor promptly of such error, change or correction by following the Licensor’s procedures for change notification that the Licensor prescribes by regulations and which the Licensor notifies to the Licensee from time to time.
2.6 The Licensee shall comply with the Internet security measures that the IHTSDO prescribes by regulations and which the Licensor or IHTSDO notifies to the Licensee from time to time.
2.7 The Licensor reserves the right to change the type and format of its machine-readable data in respect of the UK National Extensions or UK National Derivatives. The Licensor agrees to inform the Licensee of any changes to the type or format of the UK National Extensions or UK National Derivatives, except additions of entirely new data elements to the UK National Extensions or UK National Derivatives, at least 90 days before the UK National Extensions or UK National Derivatives containing the new type or format is distributed.
3. EXTENSIONS AND DERIVATIVES
3.1 The Licensee may not create any Standards-Based Extension or any Standards-Based Derivative unless it has first been issued with a Namespace Identifier by or on behalf of the Licensor.
3.2 The Licensee may request that the Licensor issue it with a Namespace Identifier, and the Licensor shall not unreasonably refuse to do so taking into account amongst other things quality assurance, governance processes, Standards and Regulations.
3.3 The Licensee shall ensure that all Standards-Based Extensions and Standards-Based Derivatives that the Licensee creates under this Licence Agreement are created in accordance with, and comply with, all applicable Standards (including, without limitation, as to the use of Namespace Identifiers).
3.4 Subject to clauses 3.5 and 3.6, the Licensee shall own all Intellectual Property Rights in all Extensions and Derivatives, whether Standards-Based or not, that the Licensee creates under this Licence Agreement. The Licensee may not assign or otherwise transfer the Intellectual Property Rights in any Standards-Based Extension or Standards-Based Derivatives to any other person unless (i) that person is an Affiliate and, in the case of Standards-Based Extensions or Standards-Based Derivatives, has a Namespace Identifier; and (ii) the transfer is notified in writing to the Licensor and the IHTSDO within thirty (30) days after the transfer.
3.5 The Licensee shall, if requested by the Licensor, transfer to the Licensor or such other person as the Licensor may nominate (including the IHTSDO) all of its Intellectual Property Rights in any Standards-Based Third Party Extensions (or parts thereof) created by the Licensee as the Licensor may specify.
3.6 The Licensee shall, if requested by the Licensor and agreed by the Licensee in the Licensee’s sole discretion, transfer to the Licensor or such other person as the Licensor may nominate (including the IHTSDO) all of its Intellectual Property Rights in such Standards-Based Third Party Derivatives created by the Licensee as the Licensor may specify.
3.7 Upon the transfer to the Licensor or other transferee nominated by the Licensor(including the IHTSDO), of the Intellectual Property Rights in any Standards-Based Third Party Extension (or part thereof) or Standards-Based Third Party Derivative in accordance with clauses 3.5 or 3.6:
3.7.1 responsibility for the maintenance and distribution of that Third Party Extension (or part thereof) or Third Party Derivative shall also transfer from the Licensee to the Licensor or other transferee nominated by the Licensor (as the case may be);
3.7.2 the Licensor hereby grants a licence back to the Licensee from the Licensor or will procure from the transferee nominated by the Licensor a licence back to the Licensee (as the case may be) of that Third Party Extension (or part thereof) or Third Party Derivative, on the same terms as apply to the UK National Extensions and UK National Derivatives under clause 2 of this Licence Agreement, until that Third Party Extension (or part thereof) or Third Party Derivative becomes part of the UK National Release; and
3.7.3 in the case of any Standards-Based Third Party Extension, that SNOMED CT Content shall cease to be a Standards-Based Third Party Extension and shall become part of the UK National Extension (if transferred to the Licensor) or the SNOMED CT Core (if transferred to the IHTSDO).
3.8 The Licensee unconditionally and irrevocably waives such moral rights as are conferred by Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or other laws in force from time to time enacted in any part of the world conferring analogous rights in relation to any Standards-Based Third Party Extensions or Standards-Based Third Party Derivatives transferred pursuant to clauses 3.5 or 3.6.
4. MODIFICATIONS TO THE UK NATIONAL EXTENSION OR UK NATIONAL DERIVATIVES
4.1 Subject to any express and specific statement to the contrary in the documentation distributed as part of the UK National Extension and/or UK National Derivatives, the Licensee may not modify any of the documentation or software (unless provided in source code form) distributed as part of the UK National Extension and/or UK National Derivatives.
4.2 The Licensee may, by written notice, request the Licensor to modify any of the UK National Extensions or UK National Derivatives. Upon receipt of such written notice, the Licensor shall consult with the Licensee and shall give due consideration as to whether the proposed modification should be made based on the Licensor’s and the IHTSDO’s editorial guidelines and policies. Following due consideration of the matter, including consideration of any information presented by the Licensee, the Licensor shall inform the Licensee whether the proposed modification shall be made and if the Licensor agrees that the proposed modification should be made, the Licensor shall give a non-binding indication of when, reasonably and in good faith, it anticipates that the proposed modification will be made. If the Licensee would like the content of the proposed modification to be developed more quickly than the Licensor has indicated, the Licensee may itself undertake or procure the undertaking of the development of the content of the proposed modification (outside of any existing Licensor’s support services contract). On receipt of the developed content of the proposed modification, the Licensor will then give due consideration as to whether the developed content meets the Licensor’s quality assurance, other governance processes, the Standards and Regulations. If the developed content meets the Licensor’s quality assurance, other governance processes, the Standards and Regulations then the Licensor shall incorporate the modification into the UK National Extension or UK National Derivative, as appropriate, according to its schedule which will give due consideration as to when the proposed modification shall be incorporated into the UK National Extension or UK National Derivative, taking into account other proposals for the modification of the UK National Extension or UK National Derivative and the work required to include the proposed modification in the UK National Extension or UK National Derivative.
5. TERM AND TERMINATION
5.1 This Licence Agreement shall commence on the date on which it comes into effect in accordance with the notice at the beginning of this Licence Agreement, and shall continue until terminated in accordance with this clause 5.
5.2 Either party may terminate this Licence Agreement if the other party commits a material breach of any of its obligations under this Licence Agreement (which, in the case of the Licensee, shall include, without limitation, any failure to pay License Fees when due under clause 7) in accordance with the following procedure
5.2.1 the party seeking to terminate the Licence Agreement (the "Terminating Party") shall serve an escalation notice (the "Escalation Notice") on the other party (the "Defaulting Party") requiring the Defaulting Party to nominate a member of its senior management team to meet with a member of the Terminating Party’s senior management team to seek to resolve in good faith the matter giving rise to the service of the Escalation Notice;
5.2.2 The representatives of the parties identified in accordance with clause 5.2.1 shall meet in good faith to seek to resolve the matter. If they are unable to resolve the matter within 45 days of the date of the Escalation Notice the Terminating Party may serve a formal breach notice (the "Breach Notice") on the Defaulting Party requiring it to remedy the breach within 90 days;
5.2.3 If the Defaulting Party does not remedy the breach within 90 days of the date of the Breach Notice the Terminating Party may terminate the Licence Agreement by giving 180 days written notice to the Defaulting Party (the "Termination Notice").
5.3 Neither party may terminate this Licence Agreement except in accordance with this clause 52.
5.4 The Licensee may terminate this Licence Agreement by giving up to twelve (12) months’ prior written notice to the Licensor except that, if notice has been given under the equivalent clause in the Licensee’s Affiliate licence for the International Release, this Licence Agreement shall terminate at the same time as the licence for the International Release.
5.5 This Licence Agreement shall automatically terminate upon the Licensee ceasing to be an Affiliate.
5.6 Upon termination of this Licence Agreement in accordance with this clause 5, all licences granted under this Licence Agreement shall automatically and immediately be revoked.
5.7 The Licensee shall, by no later than forty five (45) days after termination of this Licence Agreement for any reason, remove all copies of the UK National Extensions and UK National Derivatives (and any Standards-Based Third Party Extension or Standards-Based Derivative licensed to the Licensee pursuant to clause 3.7.2 above) from its computer systems and destroy all copies of electronic, paper copy and other media containing or representing any part of them (including, without limitation, any documents or software provided as part of the UK National Release). The Licensee shall, if requested by the Licensor, certify in writing to the Licensor that the Licensee has complied with its obligations under this clause 5.4.
5.8 The Licensee shall, as soon as reasonably practicable following either party giving a Termination Notice under clause 5.2 or any other notice of termination under this Licence Agreement for any reason, and in any event by no later than ninety (90) days after such notice is given, give written notice of such termination to each End User that the Licensee reasonably believes to be a current user of a Licensee Product.
5.90 The Licensee may not grant any new sub-licence under clause 2.1.5 after either party has given notice under clauses 5.2 or 5.4.
5.10 The Licensor and the IHTSDO shall be entitled to publicise the termination of this Licence Agreement to such persons (including Members, other Affiliates of the Licensor and End Users) and in such manner as it sees fit.
5.11 Clauses 5.7, 5.8, 5.9, 5.10, 5.11, 7, 8 and 10 to 14 inclusive shall survive termination of this Licence Agreement.
5.12 The Licensee shall, by no later than thirty (30) days after termination of this License Agreement for any reason, submit a statement of account in accordance with clause 7.3 in respect of all periods that have not previously been covered by a statement of account under that clause.
5.13 Any termination of this License Agreement, for any reason, is without prejudice to the accrued liabilities of each party as at the date of termination (including, without limitation, any liability of the Licensee to pay License Fees that has accrued as at the date of termination), or to the Licensee’s obligation to pay License Fees arising from the statement of account submitted under clause 5.12.
6. NEW VERSIONS AND CHANGES TO LICENCE TERMS
6.1 The Licensor shall notify the Licensee when any new version of the UK National Extensions and/or the UK National Derivatives is made available and there shall be a mechanism for the Licensee to access or obtain copies of the new version of the UK National Extensions and/or the UK National Derivatives. The Licensee shall be liable for any reasonable distribution charge, if applicable, established by the Licensor for each copy of the new version of the UK National Extensions and/or UK National Derivatives.
6.2 Upon receipt of a notification that an Update or within one hundred and eighty (180) days that a New Version is available, the Licensee shall promptly incorporate the Update or New Version, as appropriate, within the latest version of the relevant UK National Extensions and/or UK National Derivatives, and Licensee Products that the Licensee has, or replace that version with the New Version.
6.3 The Licensor may vary the terms of this Licence Agreement by giving written notice to the Licensee. Any such variation shall take effect not less than ninety (90) days after the notice is given, as specified in the notice. If the Licensee does not wish this Licence Agreement to continue subject to the variation, the Licensee may terminate this Licence Agreement in accordance with clause 5.4 and if the Licensee does so then the variation shall not apply as between the Licensor and the Licensee.
7. LICENCE FEES
7.1 At the commencement of this Licence Agreement, no licence fees charges, usages fees or royalties are payable in respect of the UK National Extensions and UK National Derivatives.
7.2 The Licensor may by virtue of clause 6.3, amend this Licence Agreement so that licence fees, charges, usage fees and/or royalties are payable in respect of the UK National Extensions and UK National Derivatives and provide for payment of interest in case of default.
8. PROTECTION OF THE LICENSOR’S AND THE IHTSDO’S INTELLECTUAL PROPERTY
8.1 Nothing in this Licence Agreement transfers to the Licensee any right, title or interest in or to the Intellectual Property Rights in the UK National Extensions and UK National Derivatives or any part of it, or grants the licensee any license in respect of the UK National Extensions and UK National Derivatives or any part of it except as expressly set out in clause 2.
8.2 The Licensee shall not:
8.2.1 use any trademark or service mark (or any registrations thereof) other than the Licensor’s trademarks, in any name that includes the word "SNOMED" or that is confusingly similar to SNOMED CT or any other similar trademark;
8.2.2 apply for any trade mark or service mark (or any registrations thereof) in any name that includes the word "SNOMED" or that is confusingly similar to SNOMED, SNOMED CT or any other similar trade mark;
8.2.3 abbreviate the marks SNOMED or SNOMED CT; or
8.2.4 do anything with respect to the foregoing trademarks that damages or could reasonably be deemed to reflect adversely on the IHTSDO or the Licensor or such trademarks.
8.3 The Licensee shall:
8.3.1 include the following notice on all media on which any Licensee Product is distributed and on the documentary form of each sub-licence granted by the Licensee under clause 2.1.5:
"This material includes SNOMED Clinical Terms® (SNOMED CT®) which is used by permission of the International Health Terminology Standards Development Organisation (IHTSDO). All rights reserved. SNOMED CT®, was originally created by The College of American Pathologists. "SNOMED" and "SNOMED CT" are registered trademarks of the IHTSDO."
8.3.2 specify in all media on which any Licensee Product is distributed the version and date of the UK National Extensions and UK National Derivatives contained in the Licensee Product.
8.4 The Licensee acknowledges and agrees that Cross Maps may comprise data in relation to the UK National Extensions and/or UK National Derivatives as well as in relation to the products owned and managed by The Health and Social Care Information Centre and that the Licensee will require a separate licence for the use of these other products. The Licensee agrees that it will enter into such licences as are necessary in relation to any products owned and managed by The Health and Social Care Information Centre to enable its use of such data before it uses the relevant Cross Maps. Provided that the Licensor has entered into and continues to have in place such licences, the Licensor grants the Licensee a perpetual, worldwide, non-transferable licence for the term of this Licence Agreement to create and use Cross Maps containing data from any products owned and managed by The Health and Social Care Information Centre (licensed to it for such purpose) and the UK National Extensions and/or UK National Derivatives.
8.5 The Licensee shall be entitled to use the "SNOMED" and "SNOMED CT" trademarks only on the Licensee Products distributed and modified in accordance with this Licence Agreement and any services relating thereto but not otherwise and subject to the trade mark utilisation regulation developed by the IHTSDO and published by the IHTSDO from time to time. All use by the Licensee of the "SNOMED" and "SNOMED CT" trademarks, and all goodwill resulting from that use, shall inure to the IHTSDO’s benefit
8.5 The Licensee shall maintain quality standards with respect to modifying, supplementing, marketing and distributing the Licensee Products, and any services relating thereto, that are in accordance with applicable law and are at least as stringent as the Regulations developed by the IHTSDO and published by the IHTSDO from time to time.
8.6 Upon reasonable written notice from the Licensor, the Licensee shall provide the Licensor with representative samples of materials, software products, advertising, agreements for use of the Licensee Products (other than the terms of those agreements that are unrelated to the Licensor’s rights and obligations under this Licence Agreement) and/or other written materials relating to the Licensee’s use of the UK National Extensions and UK National Derivatives and any documents or software forming part of the UK National Release to enable the Licensor reasonably to ascertain the Licensee’s compliance with its obligations under this Licence Agreement. In the absence of circumstances giving the Licensor reasonable grounds to suspect a breach of this Licence Agreement, the Licensor may not give notice under this clause 8.6 more frequently than once per year.
8.7 If any use of the UK National Extensions and UK National Derivatives and any documents or software forming part of the UK National Release (including without limitation use through a Licensee Product) is reasonably determined by the Licensor to be below the standards of quality required under this Licence Agreement, the Licensor shall notify the Licensee of such deficiency in writing. Upon receipt of such notice, the Licensee shall take all necessary steps to correct such deficiency (including such steps as the Licensor may reasonably specify).
8.8 The Licensee shall maintain a complete, accurate and up-to-date register of all sub-licences granted by the Licensee under clause 2.1.5, and shall make that register available for inspection during normal business hours by the Licensor and its representatives upon the Licensor giving not less than fourteen (14) days’ prior written notice. The register maintained by the Licensee under this clause 8.8 shall, at a minimum, contain the following information in respect of each sub-licence: the name and registered office of the sub-licensee; the Licensee Product subject to the sub-licence; and the version of any UK National Extensions and UK National Derivatives included in that Licensee Product. In the absence of circumstances giving the Licensor reasonable grounds to suspect a breach of this Licence Agreement, the Licensor may not give notice under this clause 8.8 more frequently than once per year.
9. AFFILIATE STATUS AND LICENSEE OBLIGATIONS
9.1 During the term of this Licence Agreement the Licensee shall be an Affiliate.
9.2 The Licensee:
9.2.1 will give notice to the Licensor of any intention to use or otherwise exploit its rights under this Licence Agreement in respect of a Member Territory or in respect of a geographical area other than the Licensor Territory or another Member Territory;
9.2.2 will comply with any Regulations published from time to time as it effects the licence granted to the Licensee under this Licence Agreement; and
9.2.3 shall not, without the prior written consent of the Licensor create, attempt to create, or distribute any material which includes any Namespace Identifiers for the UK National Extensions or UK National Derivatives other than those present in the UK National Extensions or UK National Derivatives as made available to the Licensee by the Licensor.
10. REPRESENTATIONS AND WARRANTIES
10.1 To the fullest extent permitted by law, the Licensor excludes all representations, warranties and conditions that would otherwise be implied by law in this Licence Agreement (including, without limitation, all implied warranties of quality or fitness for a particular purpose). Where the Licensor is not able to exclude such a warranty or condition, the Licensor limits, to the extent permitted by statute or law, its liability for a breach of that warranty or condition to one or more of the following at its option: (a) in the case of goods, any one or the following: the replacement of goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; the payment of the cost of having the goods repaired; and (b) in the case of services: the supplying of the services again; or the payment of the cost of having the services supplied again.
10.2 Without limiting clause 10.1, the Licensor does not represent or warrant that the UK National Extension or UK National Derivatives or any part of them will satisfy any of the Licensee’s requirements, operate in combinations selected by the Licensee or be free from defects or errors.
11. LIMITATION OF LIABILITY
11.1 The Licensor shall not be liable to the Licensee or to any other person, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, for any of the following arising under or in connection with this Licence Agreement (including, without limitation, in respect of the Licensee’s use of or inability to use the UK National Extension (or any part of it) and/or the UK National Derivatives or any documents or software forming part of the UK National Release):
11.1.1 indirect or consequential loss;
11.1.2 special or punitive damages;
11.1.3 loss of profits, loss of savings and loss of revenue;
11.1.4 loss of business, loss of reputation and loss of goodwill; and
11.1.5 loss of data.
11.2 Neither the Licensor, the IHTSDO nor any Member or other third party transferee shall be liable to the Licensee or any other person for any failure by the Licensor, the IHTSDO, Member or other third party transferee (as the case may be) to maintain or distribute any Standards-Based Third Party Extension (or part thereof) or Standards-Based Derivative transferred to the Licensor, the IHTSDO, Member or other third party transferee (as the case may be) in accordance with clauses 3.5 or 3.6.
11.3 The liability of the Licensor arising in any year under or in connection with this Licence Agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, shall not:
11.3.1 in circumstances where licence fees, charges, usage fees and/or royalties are payable under this Licence Agreement in any event exceed the aggregate of such amounts paid by the Licensee in respect of that year; or
11.3.2 in all other circumstances exceed an aggregate sum of five hundred UK Pounds (£500) sterling in respect of that year.
11.4 Nothing in this Licence Agreement excludes or limits the liability of either party for:
11.4.1 fraud (including fraudulent misrepresentation);
11.4.2 death or personal injury caused by the negligence of that party;
11.4.3 any breach of its obligations implied by section 12 of the Sale of Goods Act 1979; or
11.4.4 any other liability that by law cannot validly be excluded or limited (but only to the extent that the liability cannot validly be excluded or limited).
12. ASSIGNMENT AND LICENSOR REPLACEMENT
12.1 The Licensee may not assign, novate or otherwise transfer any of its rights or obligations under this Licence Agreement to any person without the prior written consent of the Licensor not to be unreasonably withheld.
12.2 The Licensor may transfer or novate all of its rights and obligations under this Licence Agreement to any person to whom the Licensor transfers the Intellectual Property Rights in respect of which the licences under this Licence Agreement are granted whether by way of transfer or novation to:
12.2.1 a person that is to replace the Licensor as a Member of the IHTSDO; or
12.2.2 a successor organisation or body of the Licensor (with the consent of the IHTSDO).
13. GENERAL PROVISIONS
13.1 This Licence Agreement contains the entire agreement between the parties relating to the subject matter of this Licence Agreement, supersedes all previous agreements between the parties relating to that subject matter and sets out the entirety of the Licensee’s rights in respect of the UK National Extensions and UK National Derivatives and any documents or software forming part of the UK National Release.
13.2 Each party acknowledges that, in entering into this Licence Agreement, it has not relied on any representation, warranty, collateral contract or other assurance made by or on behalf of the other party before the date of this Licence Agreement.
13.3 Except as provided in clause 6.3, this Licence Agreement may not be varied except in writing signed by both parties and expressed to vary this Licence Agreement.
13.4 Nothing in this Licence Agreement shall give either party the ability to act or incur obligations or liability on behalf of the other party or constitutes a joint venture, agency, partnership or employment relationship between the parties.
13.5 If any term of this Licence Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other term of this Licence Agreement, or the legality, validity or enforceability in any other jurisdiction of that or any other term of this Licence Agreement.
13.6 The Licensee agrees that the Licensor may appoint third parties to process personal data provided by the Licensee to the Licensor under or in connection with this Licence Agreement (including without limitation payment details provided in connection with the payment of Licence Fees). In connection with any such appointment, personal data provided by the Licensee may be transferred to, and processed in, a country outside the European Economic Area (EEA). The laws governing the processing of personal data may be less stringent in such a country than in the member countries of the EEA.
14. GOVERNING LAW AND JURISDICTION
14.1 This Licence Agreement shall be governed by, and construed in accordance with, English law.
14.2 The English courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Licence Agreement (including a dispute regarding its existence, validity or termination).
14.3 Clause 14.2 is for the benefit of the Licensor only. As a result, the Licensor shall not be prevented from taking proceedings relating to any dispute in any other courts with jurisdiction. To the extent permitted by law, the Licensor may take concurrent proceedings in any number of jurisdictions.
14.4. The Licensee agrees that the Licensor may appoint third parties to process personal data provided by the Licensee to the Licensor under or in connection with this Licence Agreement (including without limitation payment details provided in connection with the payment of Licence Fees). In connection with any such appointment, personal data provided by the Licensee may be transferred to, and processed in, a country outside the European Economic Area (EEA). The laws governing the processing of personal data may be less stringent in such a country than in the member countries of the EEA.
Appendix A
Defined Terms
In this Licence Agreement, the following defined terms have the following meanings:
Affiliate an affiliate of the Licensor in accordance with the Articles;
Articles the IHTSDO Articles of Association (vedtægter);
Cross-Map a work consisting of (i) SNOMED CT Content and (ii) content of another nomenclature, classification or knowledge structure, together with a set of relationships between (i) and (ii);
Derivative a work consisting of (a) SNOMED CT Content, from the SNOMED CT Core or an Extension together with (b) either (i) additional properties and/or information about such SNOMED CT content; and/or (ii) any set of relationships between that SNOMED CT Content and content of other nomenclature, classification or knowledge structure, and includes a Cross-Map and a Sub-Set;
End User a third party user of a Licensee Product;
Extension a work consisting of SNOMED CT Content alone that is supplementary to the SNOMED CT Core and that depends on the SNOMED CT International Edition
IHTSDO International Health Terminology Standards Development Organisation;
Intellectual Property Rights patents, trademarks, service marks, copyright (including rights in computer software), moral rights, database rights, rights in designs, trade secrets, know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect in any jurisdiction;
International Release the release produced and distributed by or on behalf of the IHTSDO, consisting of the SNOMED CT Core, the Specifications and the IHTSDO’s Derivatives and other documents and software;
Licensee Products products distributed or licensed by the Licensee that (1) include or interoperate with the UK National Extensions, the UK National Derivatives, (or any part of them) and/or any Third Party Extensions or Derivatives that are not Standards-Based Third Party Extensions or Derivatives created by the Licensee under this Licence Agreement or (2) read or write records or other data that is encoded using SNOMED CT;
Licensor Territory means the United Kingdom of Great Britain, Northern Ireland, the Channel Islands and the Isle of Man and any and all of its or their governmental facilities or offices, whether permanent or temporary and wherever located;
Member a member of the IHTSDO;
Member Territory a territory that is represented by a Member (other than the Licensor) (as published by the IHTSDO from time to time);
Namespace Identifier a code or that part of a code that identifies the organisation responsible for creating and maintaining a Standards-Based Extension or a Standards-Based Derivative and is used as an element of SNOMED CT Identifiers;
New Version any new version of the UK National Extensions or UK National Derivatives;
Regulations any requirements published by the IHTSDO or by the Licensor (in relation to the UK National Extensions and UK National Derivatives) made in accordance with the Articles;
Relationship a relationship, of a kind defined by the IHTSDO in Specifications, between concepts (which may be, without limitation, a hierarchical or an associative relationship) or between a concept and a description;
SNOMED CT the concept-based work of clinical nomenclature and classification with multiple hierarchies and semantic definitions known as SNOMED Clinical Terms (SNOMED CT);
SNOMED CT Content terminological content, consisting of concepts, descriptions and Relationships, each of which is identified using a SNOMED CT Identifier;
SNOMED CT Core the SNOMED CT Content that is controlled, maintained and distributed by the IHTSDO from time to time;
SNOMED CT Identifier a code, of a kind defined by the IHTSDO in Specifications, for identifying concepts, descriptions and Relationships;
Specification specifications promulgated by the IHTSDO for products and processing relating to SNOMED CT, including specifications of the internal logic of SNOMED CT, editorial policies, guidelines and characteristics;
Standard a Specification that is formally adopted by the IHTSDO and the Licensor;
Standards-Based in respect of an Extension or a Derivative, an Extension or Derivative the creation of which is the subject of one or more Standards;
Sub-Set a sub-set of SNOMED CT Content that is grouped together for one or more purposes;
Third Party Derivative a Derivative that is created or owned by the Licensee and is SNOMED CT Content supplementary to the UK National Extension and/or UK National Derivative;
Third Party Extension an Extension that is created or owned by the Licensee and is SNOMED CT Content supplementary to the UK National Extension;
UK National Derivative a work created or owned by the Licensor consisting of (a) SNOMED CT Content, from the UK National Extension; together with (b) either (i) additional properties and/or information about such SNOMED CT content; and/or (ii) any set of relationships between that SNOMED CT Content and content of other nomenclature, classification or knowledge structure, and includes a Cross-Map and a Sub-Set;
UK National Extension a work consisting of SNOMED CT Content that forms part of the UK National Release that is controlled, maintained and distributed by the Licensor from time to time for the United Kingdom of Great Britain, Northern Ireland, and the Isle of Man;
UK National Release the release produced and distributed by the UKTC, consisting of the International Release, the UK National Extensions, the UK National Derivatives and other documents and software;
UKTC UK Terminology Centre acting as a National Product Management Centre;
Update Any maintenance releases, modifications or revisions (other than New Versions) that correct any releases of the UK National Extensions or UK National Derivatives or other documents or software forming part of the UK National Release.
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