IMPORTANT NOTICE PLEASE READ CAREFULLY BEFORE DOWNLOADING ANY SOFTWARE FROM THIS WEBSITE:
This licence agreement ("Licence") is a legal agreement between you ("Licensee" or "you") and Health and Social Care Information Centre of 1 Trevelyan Square, Boar Lane, Leeds LS1 6AE ("Licensor" or "we") for this OPCS 4 eVersion software product ("Software"), which includes computer software, user guide printed materials and integrated electronic documentation ("Documentation").
THIS SOFTWARE REQUIRES A DESKTOP/LAPTOP/NETBOOK COMPUTER WITH A MINIMUM OF 1-3 GB OF MEMORY AND THE WINDOWS XP PROFESSIONAL OPERATING SYSTEM VERSION 5.1 SERVICE PACK 3 AND JRE (JAVA RUNTIME ENVIRONMENT): 1.4 AND ABOVE. THE SOFTWARE REQUIRES INSTALLATION SPACE OF 30 MB. BY PROCEEDING TO DOWNLOAD ANY SOFTWARE FROM THIS WEBSITE OR CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE THE DOWNLOADING PROCESS NOW BY CLICKING ON THE "REJECT" BUTTON BELOW. IN THIS CASE YOU MAY NOT DOWNLOAD ANY SOFTWARE FROM THIS WEBSITE.
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence. For the avoidance of doubt, the terms of this Licence do not apply in respect of any other intellectual property rights and/or data which is provided and/or made available by the Licensor in conjunction with the Software.
1.2 You may:
1.2.1 download, install and use the Software for your internal business purposes only;
1.2.2 use the Software in conjunction with any other software;
1.2.3 adapt, vary or modify the Software, save that any such adapted, varied or modified product shall not constitute "Software" for the purposes of this Licence;
1.2.4 receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by the Licensor from time to time; and
1.2.5 use any Documentation in support of the use permitted under condition 1.1 and make such copies of the Documentation as are reasonably necessary for its lawful use.
2. LICENSEE'S UNDERTAKINGS
2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
2.1.1 not to copy the Software or Documentation except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
2.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Documentation;
2.1.3 not to disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
18.104.22.168 is used only for the purpose of achieving inter-operability of the Software with another software program; and
22.214.171.124 is not unnecessarily disclosed or communicated without the Licensor's prior written consent to any third party; and
126.96.36.199 is not used to create any software which is substantially similar to the Software;
2.1.4 to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
2.1.5 to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;
2.1.6 to replace the current version of the Software with any updated or upgraded version or new release provided by the Licensor under the terms of this Licence immediately on receipt;
2.1.7 to include the copyright notice of the Licensor on all entire and partial copies you make of the Software on any medium;
2.1.8 not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees without prior written consent from the Licensor; and
2.1.9 not to use the Software via any communications network or by means of remote access.
2.2 You must permit the Licensor and his representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises at which the Software or the Documentation is being kept or used, to the computer equipment located there, and to any records kept pursuant to this Licence, for the purpose of ensuring that you are complying with the terms of this Licence.
The Licensor's service desk will endeavour to provide a response to any queries which you may have regarding the use or application of the Software. For support please call +44 300 303 4777 between the hours of 9 am to 5 pm and Monday to Friday excluding UK Public Holidays.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 You acknowledge that all intellectual property rights in the Software and the Documentation anywhere in the world belong to the Licensor, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence.
4.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
5.1 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
5.2 You acknowledge that the Software may not be free of bugs or errors, and agree that the existence of minor errors shall not constitute a breach of this Licence.
5.3 If you notify the Licensor in writing of any defect or fault in the Software in consequence of which it fails to perform substantially in accordance with the Documentation, and such defect or fault does not result from you having amended the Software or used it in contravention of the terms of this Licence, the Licensor will, at its sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help the Licensor to remedy the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.
6. LICENSOR'S LIABILITY
6.1 Nothing in this Licence shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud, fraudulent misrepresentation, or deliberate personal repudiatory breaches of this agreement.
6.2 Subject to condition 6.1, the Licensor excludes its liability for all losses suffered by you arising out of or in connection with this Licence and/or the Software (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, to the fullest extent permitted by law, even if such losses result from the Licensor's deliberate personal repudiatory breach of this agreement, including (but not limited to) its liability for the following:
6.2.1 loss of income;
6.2.2 loss of business profits or contracts;
6.2.3 business interruption;
6.2.4 loss of the use of money or anticipated savings;
6.2.5 loss of information;
6.2.6 loss of opportunity, goodwill or reputation;
6.2.7 loss of, damage to or corruption of data;
6.2.8 infringement of any third-party intellectual property rights; or
6.2.9 any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
6.3 The Licensee acknowledges that the provisions of this condition 6 are fair and reasonable, taking into account the nature of the Software and the fact that it is provided free of charge by the Licensor.
6.4 This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
7. OPEN SOURCE SOFTWARE
7.1 Any Open-Source Software, as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.crq), ("Open-Source Software") provided by the Licensor as part of the Software may be used according to the terms and conditions of the specific licence under which the relevant Open-Source Software is distributed, but is provided "as is" and is expressly subject to the disclaimer in clause 6.3.
7.2 Pursuant to condition 7.1, the Licensee shall comply with:
7.2.1 the Apache Licence version 2.0 (a copy of which is included in the licenses directory of the eViewer installation) in respect of Jetty 6.1.22, jug-asl-2.0.0.jar and lucene-core-2.4.1.jar comprised within the Software; and
7.2.2 the Eclipse Public Licence version 1.0 (a copy of which is included in the licenses directory of the eViewer installation) in respect of Eclipse core and JFace comprised within the Software. (each a "Third Party Licences") and shall indemnify and hold the Licensor harmless against any loss or damage which it may suffer or incur as a result of the Licensee's breach of such terms.
7.2.3 the Java SE Runtime Environment (JRE) Licence version 6.0 (a copy of which is included in the licenses directory of the eViewer installation) in respect of JRE V6u24 comprised within the Software.
7.3 The Licensor may treat the Licensee's breach of any Third Party Licence as a breach of this Licence.
7.4 In respect of the Open-Source Software listed in condition 7.2.2:
7.4.1 the source-code for such software is available at http://www.eclipse.org
7.4.2 the Licensor hereby disclaims, in respect of all other contributors, all warranties and conditions (express or implied) including warranties or conditions of title and non-infringement and implied warranties or conditions of merchantability and fitness for a particular purpose;
7.4.3 the Licensor hereby excludes, in respect of all other contributors, all liability for damages, including direct, indirect, special, incidental and consequential damages, including loss of profits; and
7.4.4 the Licensor acknowledges that any terms within this Licence which differ from those set out in the Eclipse Public Licence version 1.0 are offered by the Licensor alone.
8.1 The Licensor may terminate this Licence immediately by written notice to you if:
8.1.1 You commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or
8.1.2 a petition for a bankruptcy order to be made against you has been presented to the court; or
8.1.3 the Licensee (where it is a company) becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986).
8.2 Upon termination for any reason:
8.2.1 all rights granted to you under this Licence shall cease;
8.2.2 you must cease all activities authorised by this Licence; and
8.2.3 you must immediately delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.
9. TRANSFER OF RIGHTS AND OBLIGATIONS
9.1 This Licence is binding on you and us, and on our respective successors and assigns.
9.2 You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.
9.3 We may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of our rights or obligations arising under it, at any time during the term of the Licence.
10.1 If we fail, at any time during the term of this Licence, to insist upon strict performance of any of your obligations under this Licence, or if we fail to exercise any of the rights or remedies to which we are entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
10.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
10.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
12. ENTIRE AGREEMENT
12.1 This Licence represents the entire agreement between us in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
12.2 We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into this Licence except as expressly stated in this Licence.
12.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.
13. LAW AND JURISDICTION
This Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the non-exclusive jurisdiction of the English courts.
SB/SB/71754/120084/UKM/34836311.2 1 2 March 2011 D1V1
13 September 2013 TRUD_V2_2013