SNOMED CT® AFFILIATE LICENSE AGREEMENT
IMPORTANT NOTICE – PLEASE READ THE FOLLOWING CAREFULLY
This is a License Agreement between (1) The International Health Terminology Standards Development Organisation (trading as SNOMED International), a private company limited by guarantee and established under the laws of England (registered number 09915820), with its registered office at One Kingdom Street, Paddington Central, London, W2 6BD (the "Licensor"), and (2) the person or organization to which the International Release of SNOMED CT (whether on its own or as part of a Member's National Release of SNOMED CT) is distributed or otherwise made available (the "Licensee").
By downloading, accessing or using any part of the International Release of SNOMED CT or a Member's National Release of SNOMED CT, or exercising any rights granted under this License Agreement, the Licensee agrees to be bound by the terms of this License Agreement.
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 AND INTERPRETATION
1.1 In this License Agreement, terms defined in Appendix A (Defined Terms) have the meanings set out in that Appendix.
1.2 In the event of any conflict or inconsistency between the English language version and any other language version of this License Agreement, the English language version shall take precedence.
2. GRANT OF LICENSE
2.1 The Licensor grants the Licensee, subject to the terms of this License Agreement, a perpetual (subject to revocation in accordance with clause 5), worldwide, non- exclusive, non-transferable license for the term of this License Agreement to:
2.1.1 use, and permit the Licensee's officers, employees, agents and contractors to use, the International Release;
2.1.2 create Extensions and Derivatives from the International Release and use and modify those Extensions and Derivatives;
2.1.3 incorporate the International Release into Licensee Products, and distribute Licensee Products under a sub-license in accordance with clause 2.1.5;
2.1.4 modify the manner of formatting of the copy of the SNOMED CT Core distributed to the Licensee as part of the International Release or as part of a Member's National Release; and
2.1.5 subject to clause 5.8, grant sub-licenses of the International Release to End Users to the extent necessary for the End Users to use the Licensee Products.
2.2 The Licensee may only use the International Release, and must ensure that its officers, employees, agents and contractors only use the International Release:
2.2.1 for the Licensee's internal business purposes (including the creation by the Licensee of Extensions, 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;
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 International Release 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; and/or
2.2.5 to transmit to third parties messages that contain patient information encoded using SNOMED CT, provided that the SNOMED CT Content contained within those messages consists solely of SNOMED CT Identifiers and descriptions of SNOMED CT concepts.
2.3 The Licensee is only permitted under this License Agreement to create Extensions from the International Release and to create Derivatives from the International Release and from those Extensions. The Licensee may only create an Extension or a Derivative from any Member's Extension pursuant to a license agreement with that Member in respect of the Member's National Release.
2.4 The Licensee is not permitted to translate any part of the International Release into any other human language without the prior written consent of the Licensor.
2.5 Each sub-license granted by the Licensee under clause 2.1.5 must:
2.5.1 not grant the End User any greater rights in respect of the International Release than the Licensee itself has under this License Agreement;
2.5.2 not permit the End User to do any act or thing in respect of the International Release that the Licensee is prohibited from doing under this License Agreement;
2.5.3 not permit the End User to sub-license or transfer any of its rights under the sub-license (unless the End User is also an Affiliate, in which case that Affiliate shall be entitled to sub-license further its rights under the sub-license with the Licensee, subject to the same restrictions as apply to sub-licensing the International Release under the Affiliate's license agreement with the Licensor);
2.5.4 terminate automatically upon termination of this License Agreement;
2.5.5 provide that the End User may apply directly to the Licensor upon receiving notice that the sub-license 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 license in respect of the International Release for a limited period in order to enable the End User to continue to use the Licensee Products that are subject to the sub-license during that period; or
(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-license to the Licensor in accordance with clauses 7 and 8.
2.6 If the Licensee becomes aware of any material error or change or correction needed in the International Release, 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 notifies to the Licensee from time to time.
2.7 The Licensee shall implement reasonable measures to ensure that the International Release (and any part of it) cannot be accessed or downloaded from the Licensee's systems except by authorised users, and shall comply with the security measures that the Licensor prescribes by Regulations and notifies to the Licensee from time to time.
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 License 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 that the Licensee creates under this License Agreement. The Licensee may not assign or otherwise transfer those Intellectual Property Rights 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 within thirty (30) days after the transfer.
3.5 The Licensee shall, if requested by the Licensor, transfer to the Licensor or a Member nominated by the Licensor all of its Intellectual Property Rights in such StandardsBased Extensions (or parts thereof) as the Licensor may specify.
3.6 The parties may agree from time to time that the Licensee shall transfer to the Licensor (or a Member nominated by the Licensor) the Licensee's Intellectual Property Rights in one or more Standards-Based Derivatives.
3.7 Upon the transfer to the Licensor, or to a Member, of the Intellectual Property Rights in any Standards-Based Extension (or part thereof) or Standards-Based Derivative in accordance with clauses 3.5 or 3.6:
3.7.1 responsibility for the maintenance and distribution of that Extension (or part thereof) or Derivative shall also transfer from the Licensee to the Licensor or the Member (as the case may be); and
3.7.2 the Licensor hereby grants a license back to the Licensee from the Licensor or will procure from the Member a license back to the Licensee (as the case may be) of that Extension (or part thereof) or Derivative, on the same terms as apply to the International Release under clause 2 of this License Agreement, until that Extension (or part thereof) or Derivative becomes part of the International Release or the Member's National Release (as the case may be).
4. MODIFICATIONS TO THE INTERNATIONAL RELEASE
4.1 Subject to clause 2.1.4, the Licensee may not modify any part of the SNOMED CT Core distributed as part of the International Release or as part of a Member's National Release.
4.2 Subject to any express and specific statement to the contrary in the documentation distributed as part of the International Release, the Licensee may not modify any of the documentation (including Specifications) or software (unless provided in source code form) distributed as part of the International Release.
4.3 The Licensee may, by written notice, request the Licensor to modify the SNOMED CT Core. 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 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, Standards and Regulations. If the developed content meets the Licensor's quality assurance, other governance processes, Standards and Regulations then the Licensor shall incorporate the modification into the SNOMED CT Core according to its schedule which will give due consideration as to when the proposed modification shall be incorporated into the SNOMED CT Core, taking into account other proposals for the modification of the SNOMED CT Core and the work required to include the proposed modification in the SNOMED CT Core.
5. TERM AND TERMINATION
5.1 This License Agreement shall commence on the date on which it comes into effect in accordance with the notice at the beginning of this License Agreement, and shall continue until terminated in accordance with this clause 5.
5.2 Either party may terminate this License Agreement if the other party commits a material breach of any of its obligations under this License 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 License 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 License Agreement by giving 180 days' written notice to the Defaulting Party (the "Termination Notice").
5.3 Neither party may terminate this License Agreement except in accordance with this clause 5.
5.4 The Licensee may terminate this License Agreement by giving up to twelve (12) months' prior written notice to the Licensor.
5.5 Upon termination of this License Agreement in accordance with this clause 5, all licenses granted under this License Agreement shall automatically and immediately be revoked, except as provided in clause 5.13.
5.6 The Licensee shall, by no later than forty five (45) days after termination of this License Agreement for any reason, remove all copies of the International Release from its computer systems and destroy all copies of electronic, paper copy and other media containing or representing any part of the International Release, except for any copies of the International Release used solely for purposes of the Licensee exercising its rights under clause 5.13. 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 5.6.
5.7 The Licensee shall, as soon as reasonably practicable following either party giving a Termination Notice for any reason, and in any event by no later than ninety (90) days after such Termination 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 and to each Member in each Member Territory in which the Licensee has distributed or licensed any Licensee Product.
5.8 The Licensee may not grant any new sub-license under clause 2.1.5 after either party has given notice under clauses 5.2 or 5.4.
5.9 The Licensor shall be entitled to publicize the termination of this License Agreement to such persons (including Members, other Affiliates of the Licensor and End Users) and in such manner as it sees fit.
5.10 Clauses 5.6, 5.7, 5.8, 5.9, 5.11, 5.12, 5.13, 7, 8 and 10 to 14 inclusive shall survive termination of this License Agreement.
5.11 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.
5.12 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 5.11.
5.13 The Licensee may, following termination of this License Agreement, continue to use the most recent version of the International Release as at the date of termination (such version, the "Final Permitted Version"), solely for purposes of reading records created prior to the date of termination and encoded using the Final Permitted Version or a prior version of the International Release. The Licensee has no right under this clause 5.13: (a) to create any record encoded using any version of the International Release; (b) to modify any SNOMED CT Content in any record encoded using any version of the International Release; or (c) in respect of any version of the International Release subsequent to the Final Permitted Version.
6. NEW VERSIONS AND CHANGES TO LICENSE TERMS
6.1 The Licensor shall notify the Licensee when each new version of the International Release is made available and there shall be a mechanism for the Licensee to access or obtain copies of the new version of the International Release. 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 International Release.
6.2 Within one-hundred and eighty (180) days after the Licensor has notified the Licensee of the release of a new version of the International Release, the Licensee must upgrade the version of the International Release in its own systems and in the Licensee Products to that new version (or alternatively, if a subsequent version of the International Release is or has been released during the 180-day period, to that subsequent version at the Licensee's option).
6.3 The Licensor may vary the terms of this License 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 License Agreement to continue subject to the variation, the Licensee may terminate this License Agreement in accordance with clause 5.4, and if the Licensee gives notice of such termination before the variation takes effect then the variation shall not apply as between the Licensor and the Licensee.
6.4 The College of American Pathologists, as originator of Intellectual Property Rights in the International Release, shall as a licensee have a specific exception to the Licensor's rights in clause 6.3 in specific circumstances and for a specific fixed term period to be agreed with the Licensor, and the terms of such special exemption shall be deemed part of such licensee's Affiliate License Terms. The Licensor will publish the terms of the special exemption with the Articles.
7. LICENSE FEES
7.1 The Licensee shall pay the License Fees to the Licensor in respect of the Licensee's activities in Non-Member Territories. The License Fees shall be payable annually in arrear.
7.2 All License Fees and other amounts payable to the Licensor under this License Agreement are exclusive of value added tax and any other tax of a similar nature, which shall be payable by the Licensee at the prevailing rate in addition to those amounts.
7.3 The Licensee shall, at least once in each calendar year, submit a statement of account to the Licensor in such manner and form as the Licensor may prescribe from time to time, setting out the Licensee's activities in Non-Member Territories since the end of the period covered by the previous statement of account submitted under this clause 7.3 (or, in the case of the first statement of account under this clause 7.3, since the date on which this License Agreement became effective), and the Licensee's calculation of the License Fees and other amounts payable to the Licensor in respect of that period. Each such statement of account shall include, without limitation, a list of all license agreements in respect of Licensee Products that were in force during the period covered by the statement of account and, in relation to each such license agreement, the dates on which: (a) that license agreement was entered into or otherwise became effective; (b) the Licensee Product was first provided or made available to the licensee under that license agreement; and (c) the International Release (or any part of it) was first made available to the licensee under that license agreement.
7.4 The Licensee shall provide the Licensor with such information as the Licensor may reasonably request for the purpose of verifying any statement of account submitted to the Licensor under clause 7.3.
7.5 The Licensor shall, following receipt of a statement of account from the Licensee under clause 7.3, submit an invoice to the Licensee setting out the License Fees and other amounts payable by the Licensee in respect of the period to which the statement of account relates. The Licensee shall pay to the Licensor all amounts set out on each invoice submitted under this clause 7.5 within thirty (30) days of receipt of that invoice. The Licensee shall make payment under this clause 7.5 by wire transfer or by such other means as the Licensor may make available to the Licensee from time to time.
7.6 Interest shall accrue on any outstanding License Fees and other amounts at the rate of the lesser of (a) 500 basis points above the European Inter-Bank Offer Rate (EURIBOR), calculated daily from the date on which payment was due and compounding at the end of each calendar month or (b) the maximum amount allowed under applicable law.
8. PROTECTION OF THE LICENSOR'S INTELLECTUAL PROPERTY
8.1 Nothing in this License Agreement transfers to the Licensee any right, title or interest in or to the Intellectual Property Rights in the International Release or any part of it, or grants the Licensee any license in respect of the International Release 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 trade marks that damages or could reasonably be deemed to reflect adversely on the Licensor or such trade marks.
8.3 The Licensee shall:
8.3.1 include the following notice on all media on which the Licensee Products are distributed and on the documentary form of each sub-license 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 International Release contained in the Licensee Product.
8.4 The Licensee shall be entitled to use the "SNOMED" and "SNOMED CT" trade marks only on the Licensee Products distributed and modified in accordance with this License Agreement and any services relating thereto but not otherwise and subject to the trade mark utilization Regulation developed by the Licensor and published by the Licensor from time to time. All use by the Licensee of the "SNOMED" and "SNOMED CT" trade marks, and all goodwill resulting from that use, shall inure to the Licensor'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 Licensor and published by the Licensor from time to time.
8.6 Upon reasonable written notice from the Licensor, the Licensee shall provide the Licensor with such information, documentation and materials (including software) as are reasonably necessary to enable the Licensor to ascertain the Licensee's compliance with its obligations under this License Agreement. In the absence of circumstances giving the Licensor reasonable grounds to suspect a breach of this License 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 International 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 License 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-licenses 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-license: the name and registered office of the sub-licensee; the Licensee Product subject to the sub-license; and the version of the International Release included in that Licensee Product. This will enable the Licensor to:
(a) verify that the Licensee has complied with this License Agreement when entering into sublicences with End Users; and/or
(b) offer support to End Users on termination of this License Agreement.
In the absence of circumstances giving the Licensor reasonable grounds to suspect a breach of this License Agreement, the Licensor may not give notice under this clause 8.8 more frequently than once per year.
9. USE IN MEMBER TERRITORIES AND NON-MEMBER TERRITORIES
9.1 The Licensee may only exercise its rights under this License Agreement in a Member Territory in accordance with such conditions as the Member for that Member Territory may prescribe from time to time.
9.2 Conditions prescribed by a Member under clause 9.1 may:
9.2.1 include, without limitation, a requirement that the Licensee notify the Member before exercising its rights under this License Agreement in that Member's territory and a requirement that the Licensee enter into a license agreement with the Member in respect of that Member's National Release; and
9.2.2 relate to the International Release, the Member's National Release or any part of either of them.
9.3 The Licensee shall notify the Licensor (and, if the Licensee's registered office or principal place of business is situated in a Member Territory, shall also notify the Member for that Member Territory) in writing before exercising its rights under this License Agreement in any Non-Member Territory in respect of which the Licensee has not previously given notice under this clause 9.3. The notice shall be in such form and manner as the Licensor may prescribe from time to time, and shall include such information about the Licensee's current and proposed activities in that Non- Member Territory as the Licensor may require (but the Licensor may require only the same kinds of information as it requires to be provided by new Affiliates proposing to use, license or deploy the International Release or Licensee Products in NonMember Territories).
9.4 In any case where the Licensee gives notice to a Member in accordance with clause 9.3, the Licensee consents to that Member providing the content of that notice to the Licensor.
9.5 For purposes of this clause 9, the Licensee exercises its rights under this License Agreement in any Member Territory or Non-Member Territory if, without limitation, it:
9.5.1 performs any act permitted by this License Agreement in that Member Territory or Non-Member Territory (as the case may be);
9.5.2 deploys the International Release (or any part of it) or any Licensee Product in that Member Territory or Non-Member Territory (as the case may be); or
9.5.3 distributes or licenses a Licensee Product for use in, or to any person who is situated in, that Member Territory or Non-Member Territory (as the case may be).
10. AFFILIATE STATUS
10.1 During the term of this License Agreement the Licensee shall be an Affiliate.
11. REPRESENTATIONS AND WARRANTIES
11.1 To the extent permitted by law, the Licensor excludes all representations, warranties and conditions that would otherwise be implied by law in this License Agreement (including, without limitation, all implied warranties of quality or fitness for a particular purpose).
11.2 Without limiting clause 11.1, the Licensor does not represent or warrant that the International Release or any part of it will satisfy any of the Licensee's requirements, operate in combinations selected by the Licensee or be free from defects or errors.
12. LIMITATION OF LIABILITY
12.1 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 License Agreement (including, without limitation, in respect of the Licensee's use of or inability to use the International Release or any part of it):
12.1.1 indirect or consequential loss;
12.1.2 special or punitive damages;
12.1.3 loss of profits, loss of savings and loss of revenue;
12.1.4 loss of business, loss of reputation and loss of goodwill; and
12.1.5 loss of data.
12.2 Neither the Licensor nor any Member shall be liable to the Licensee or any other person for any failure by the Licensor or the Member (as the case may be) to maintain or distribute any Extension (or part thereof) or Derivative transferred to the Licensor or the Member (as the case may be) in accordance with clauses 3.4 or 3.5.
12.3 The liability of the Licensor arising in any year under or in connection with this License Agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, shall not in any event exceed the License Fees paid by the Licensee in respect of that year.
12.4 Nothing in this License Agreement excludes or limits the liability of either party for:
12.4.1 fraud (including fraudulent misrepresentation);
12.4.2 death or personal injury caused by the negligence of that party;
12.4.3 any breach of its obligations implied by section 12 of the Sale of Goods Act 1979; or
12.4.4 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).
13. ASSIGNMENT
13.1 The Licensee may not assign, novate or otherwise transfer any of its rights or obligations under this License Agreement to any person without the prior written consent of the Licensor, not to be unreasonably withheld.
13.2 The Licensor may transfer all of its rights and obligations under this License Agreement to any person to whom the Licensor transfers the Intellectual Property Rights in respect of which the licenses under this License Agreement are granted.
14. GENERAL PROVISIONS
14.1 This License Agreement contains the entire agreement between the parties relating to the subject matter of this License 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 International Release.
14.2 Each party acknowledges that, in entering into this License 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 License Agreement.
14.3 Except as provided in clause 6.3, this License Agreement may not be varied except in writing signed by both parties and expressed to vary this License Agreement.
14.4 Nothing in this License 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.
14.5 If any term of this License 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 License Agreement, or the legality, validity or enforceability in any other jurisdiction of that or any other term of this License Agreement.
14.6 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 License Agreement (including without limitation payment details provided in connection with the payment of License Fees). In connection with any such appointment, personal data provided by the Licensee may be transferred to, and processed in, a country outside the United Kingdom. The laws governing the processing of personal data may be less stringent in such a country than in the United Kingdom and the country in which the Licensee is based.
14.6 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 License Agreement (including without limitation payment details provided in connection with the payment of License Fees). In connection with any such appointment, personal data provided by the Licensee may be transferred to, and processed in, a country outside the United Kingdom. The laws governing the processing of personal data may be less stringent in such a country than in the United Kingdom and the country in which the Licensee is based.
15. GOVERNING LAW AND JURISDICTION
15.1 This License Agreement shall be governed by, and construed in accordance with, English law.
15.2 The English courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this License Agreement (including a dispute regarding its existence, validity or termination).
15.3 Clause 15.2 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.
Appendix A
Defined Terms
In this License Agreement, the following defined terms have the following meanings:
| Affiliate | an affiliate of the Licensor in accordance with the Licensor's Articles of Association; |
| 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); |
| Data Processing System | a computer system that is used to analyze or create records or other data that is encoded using SNOMED CT; |
| 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 Core; |
| Hospital | a health care body or organisation providing secondary and/or tertiary care; |
| Intellectual Property Rights | patents, trade marks, 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 Licensor, consisting of the SNOMED CT Core, the Specifications and the Licensor's Derivatives and other documents and software; |
| License Fees | the license fees set out in Appendix B (License Fees in Non-Member Territories); |
| Licensee Products | products distributed or licensed by the Licensee that (1) include or interoperate with the International Release (or any part of it) and/or any Extensions or Derivatives created by the Licensee under this License Agreement, or (2) read or write records or other data that is encoded using SNOMED CT; |
| Member | a member of the Licensor; |
| Member Territory | a territory that is represented by a Member (as published by the Licensor from time to time); |
| Namespace Identifier | a code or that part of a code that identifies the organization responsible for creating and maintaining a Standards-Based Extension or a Standards-Based Derivative and is used as an element of SNOMED CT Identifiers; |
| National Release | in respect of each Member, the release produced and distributed by the Member, consisting of the International Release, the Member's Extensions, the Member's Derivatives and other documents and software; |
| Non-Member Territory | a territory that is not a Member Territory; |
| Practice |
(a) a single department of a Hospital (subject to paragraph 2.2 of
Appendix B); or
(b) any health care body or organisation that provides principally primary care, including without limitation a pharmacy, an optician's facility, a physiotherapy centre, a general medical practice or a family medical practice; |
| Qualifying Research Project |
a discrete research project that meets all of the following criteria:
(a) it is supported by a formal proposal that has been peer reviewed; (b) it has been ethically approved in accordance with the prevailing legislation, regulations and guidelines in effect in the relevant territory; (c) it is conducted within a definite timeframe; (d) the results of the research are offered for publication in peer-reviewed public journals and are provided to the Licensor free of charge prior to publication; |
| Regulations | regulations made by the Licensor; |
| Relationship | a relationship, of a kind defined by the Licensor 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 Licensor from time to time; |
| SNOMED CT Identifier | a code, of a kind defined by the Licensor in Specifications, for identifying concepts, descriptions and Relationships; |
| Specification | specifications promulgated by the Licensor for products and processing relating to SNOMED CT, including specifications of the internal logic of SNOMED CT, editorial policies, guidelines and characteristics; |
| Sponsored Territory | a Non-Member Territory that has been recognized and designated by the Licensor as a sponsored territory (as published on the Licensor's web site, www.snomed.org); |
| Standard | a Specification that is formally adopted by the Licensor and published by the Licensor (including by posting a copy of the Specification on a website maintained by 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; and |
| Sub-Set | a sub-set of SNOMED CT Content that is grouped together for one or more purposes. |
Appendix B
License Fees in Non-Member Territories
1. Introduction
1.1 This Appendix B sets out the license fees payable by the Licensee in respect of its activities in Non-Member Territories.
1.2 The license fees set out in this Appendix B do not apply in respect of the Licensee's activities in any Non-Member Territory if that Non-Member Territory is a Sponsored Territory or was a Sponsored Territory at the time when the Licensee's activities in that Non-Member Territory were carried out.
1.3 The Licensor may, in its sole discretion, waive the Licensee's obligation to pay any or all of the license fees set out in this Appendix B if the Licensor considers that the Licensee's activities in any Non-Member Territory are in support of charitable or humanitarian causes in that Non-Member Territory. Any waiver by the Licensor under this paragraph 1.3 may be revoked by the Licensor at any time, shall be without prejudice to any of the Licensor's other rights and remedies under this License Agreement and shall not relieve the Licensee of any of its other obligations under this License Agreement.
1.4 Beginning in 2015, license fees payable by the Licensee in respect of its activities in Non-Member Territories for each financial year shall be adjusted by the same percentage as the General Assembly of the Licensor agrees to adjust the Aggregate Annual Fee (as defined in the Licensor's Articles of Association) relative to the Aggregate Annual Fee in the previous year.
1.5 For purposes of this Appendix B, but subject to paragraph 1.6, if a Hospital or a Practice is located on multiple physical sites, each such site shall be treated as a separate Hospital or Practice (as the case may be), and license fees shall be payable in respect of each such separate Hospital or Practice.
1.6 The Licensor may, in its sole discretion, agree to treat multiple sites on which a Hospital or a Practice is located as a single site for purposes of this Appendix B.
1.7 Notwithstanding anything else in this Appendix B, the deployment, distribution or licensing of any software that operates on a mobile device of any kind (including without limitation a mobile phone or tablet device), or any software or service that is accessed via the internet and enables users to extract or download any substantial portion of SNOMED CT, shall be treated as falling within paragraph 4 of this Appendix B (and not within paragraph 2).
1.8 The Licensee's obligation to pay license fees in respect of any deployment of the International Release or any Licensee Product is not dependent on that deployment of the International Release or Licensee Product being used in a live or production environment. The Licensor may, in its sole discretion, waive the Licensee's obligation to pay any or all of the license fees set out in this Appendix B in respect of any deployment of the International Release or Licensee Product in a non-production environment (such as a development or test environment).
1.9 In any case where the Licensee is exempt from the requirement to pay license fees by reason of a Licensee Product or a Data Processing System being used exclusively in connection with a Qualifying Research Project, the Licensee shall report to the Licensor on the progress of that Qualifying Research Project in such manner as the Licensor may reasonably require. The Licensor may revoke the Licensee's exemption for Qualifying Research Projects provided in this Appendix B if the Licensee fails to comply with this paragraph 1.9.
2. Data Processing Systems
2.1 The Licensee shall pay the following fees in respect of each Hospital or Practice in a Non-Member Territory in or to which the Licensee:
(a) deploys the International Release (or any part of it) or any Licensee Product that contains the International Release (or any part of it) in a Data Processing System, unless that Data Processing System is used exclusively in connection with a Qualifying Research Project; or
(b) deploys, distributes or licenses a Licensee Product that is or includes a Data Processing System, unless that Licensee Product is used exclusively in connection with a Qualifying Research Project.
| Hospital in Band A Territory | US$ 1,954 per annum baseline adjusted as per paragraph 1.4 fee |
| Hospital in Band B Territory | US$ 1,303 per annum baseline adjusted as per paragraph 1.4 fee |
| Hospital in Band C Territory | US$ 652 per annum baseline fee adjusted as per paragraph 1.4 |
| Practice in Band A, B or C Territory | US$ 652 per annum baseline fee adjusted as per paragraph 1.4 |
| Hospital or Practice in Low Income Band | US $0 per annum baseline fee, adjusted as per paragraph 1.4 |
| Hospital or Practice in other territory | As per paragraph 5.2. |
3. [Not Used]
4. Other Activities
4.1 The Licensee shall notify the Licensor in writing before deploying the International Release (or any part of it) or deploying, distributing or licensing any Licensee Product (in each case, other than exclusively in connection with Qualifying Research Projects) in, for use in, or to any person situated in, any Non-Member Territory in a manner that does not fall within paragraph 2 of this Appendix B, explaining the Licensee's proposed activities.
4.2 Upon receiving notice from the Licensee under this paragraph 4, the Licensor may request, and the Licensee shall provide, such additional information in relation to the Licensee's proposed activities as the Licensor considers reasonably necessary to determine an appropriate license and reasonable fee in respect of the Licensee's proposed activities.
4.3 The Licensee shall be liable to pay such license fees as the Licensor may determine in accordance with this paragraph 4.
5. Non-Member Territory Bandings
5.1 The allocation of a Non-Member Territory into Band A, Band B, Band C, or Low Income Band shall be as determined by the Licensor (based on the Non-Member Territory's relative Gross National Income (GNI) or other measure adopted by the Licensor) and published by the Licensor on its web site (www.snomed.org).
5.2 The Licensee shall notify the Licensor in writing before carrying out any activity of a kind described in paragraph 2 of this Appendix B in a Non-Member Territory that has not been allocated by the Licensor under paragraph 5.1. Upon receiving notice from the Licensee under this paragraph 5.2, the Licensor shall allocate the NonMember Territory as described in paragraph 5.1.