HSL ACADEMIC LICENCE VERSION 2.0 APRIL 2018

1 DEFINITIONS AND INTERPRETATION

In this Agreement the following expressions have the following meanings:

"Harmful Element"

means any virus, worm, time bomb, time lock, drop dead device, trap and access code or anything else that might disrupt, disable, harm or impede the operation of any information system, or that might corrupt, damage, destroy or render inaccessible any software, data or file, or that may allow any unauthorised person to gain access to, any information system or any software, data or file on it;

"Intellectual Property"

means patents, trade marks, service marks, registered designs, copyrights, database rights, design rights, know-how, confidential information, applications for any of the above, trade secrets and any similar right recognised from time to time in any jurisdiction, together with all rights of action in relation to the infringement of any of the above;

"Software"

means the software and any accompanying documentation downloaded by the Licensee; and

"STFC"

THE SCIENCE AND TECHNOLOGY FACILITIES COUNCIL, AS PART OF UNITED KINGDOM RESEARCH AND INNOVATION one of whose principal offices is at The Rutherford Appleton Laboratory, Harwell Oxford, Didcot, OX11 0QX.

2 Licence

2.1

In consideration of the confidentiality undertakings given by the Licensee pursuant to Clause 4, STFC grants the Licensee, for the duration of this agreement, an indefinite, non-exclusive, non-transferable licence to use the Software solely for personal use on the terms and conditions of this Agreement provided that:

2.1.1

the Licensee must be employed by, or a student of, a non-profit educational, academic or research institute;

2.1.2

the Licensee may not distribute any of the Software to any third party, or share its use with any third party (regardless of whether such third party is from the same institution), and the Licensee may not sub-license the use of any of the Software;

2.1.3

the Licensee may not use the Software for any commercial purposes; and

2.1.4

the Licensee may not copy any of the Software except for the purposes of making a reasonable number of back-up copies, nor may the Licensee modify the Software or incorporate or imbed it into any other software products, except to optimise its performance for the Licensee's use on a particular platform.

2.2

The licence granted in clause 2.1 relates only to the release of the Software at the date of this Agreement. The Licensee must acquire a new licence from STFC to use any future release of the Software.

2.3

The Licensee will not tamper with or remove any copyright or other proprietary notice or any disclaimer that appears on or in any part of the Software and will reproduce the same in all copies of the Software.

2.4

In any published work produced by the Licensee which includes results achieved by using the Software, the Licensee shall acknowledge that the Software was used in producing the results contained in such publication by including the following citation: "HSL, a collection of Fortran codes for large-scale scientific computation. See https://www.hsl.rl.ac.uk"

3 WARRANTIES AND LIABILITY

3.1

The Software is supplied as is, including any faults.

3.2

To the maximum extent permitted by the law, STFC excludes all warranties conditions or other terms that may be implied into this Agreement whether by law, statute or otherwise.

3.3

STFC gives no condition, warranty or other term whatsoever, either express or implied including, without limitation, any condition, warranty or other term as to the condition of the Software, that the Software is free from any Harmful Element, or as to satisfactory quality, fitness for a particular purpose, non-infringement, or use of reasonable care and skill.

3.4

To the extent permitted under applicable law, STFC shall not be liable in contract, tort or otherwise for any loss or damage, howsoever arising in connection with the Software. Accordingly, the Licensee acknowledges and accepts that it uses the Software at its own risk.

3.5

STFC shall not be liable for any indirect, special, or consequential damages, or loss of profit, whether such damages or losses are known, foreseen, foreseeable or unforeseen. Nothing in this Agreement shall limit STFC's liability for negligently caused death or personal injury or fraud.

4 Non-Disclosure Agreement

4.1

In consideration of the disclosure by STFC to the Licensee of the Software, the Licensee undertakes that it will respect and preserve the confidentiality of the Software for a period of five years after the date of such disclosure (subject to clause 4.2 below).

4.2

The obligations contained in this clause 4 shall not apply, or shall cease to apply, to such part of the Software as the Licensee can show to the reasonable satisfaction of STFC:

4.2.1

has become public knowledge other than through the fault of the Licensee; or

4.2.2

was already known to the Licensee prior to disclosure to it by STFC; or

4.2.3

has been received from a third party who neither acquired it in confidence from STFC, nor owed STFC a duty of confidence in respect of it.

5 Property Rights

5.1

The Software is proprietary to STFC. The Licensee acknowledges that any disclosure pursuant to this agreement shall not confer on the Licensee any Intellectual Property or other rights in relation to the Software.

5.2

Ownership of all complete or partial copies of the Software shall at all times remain with STFC. The Licensee agrees to mark any copies of the Software which it may make in any tangible medium with a notice that such copy belongs to STFC.

6 Termination

6.1

The Licensee may terminate the Agreement at any time by giving at least 30 days' prior written notice to STFC.

6.2

The Agreement shall terminate automatically in the event that the Licensee no longer fulfils the requirements of clause 2.1.1

6.3

STFC may terminate the Agreement immediately on giving notice in writing to the Licensee if the Licensee commits any serious breach of any term of this Agreement and fails (in the case of a breach capable of being remedied), within 10 days after the receipt of a request in writing from the STFC to do so, to remedy the breach (such request to contain a warning of the STFC's intention to terminate).

6.4

Immediately upon the termination of the Agreement the Licensee shall destroy the Software and all copies of the whole or any part thereof and certify in writing to STFC that they have been destroyed.

6.5

Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision in this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

7 General

7.1

STFC may assign any of its rights and obligations under this Agreement, upon written notice, to any affiliated organization or to a statutory successor. Any assignment shall be subject to the assignee undertaking to observe the terms and conditions of this Agreement.

7.2

The Licensee may not assign, transfer, charge, sublicense or otherwise deal in or dispose of in whole or in part any of its rights or obligations under this Agreement without the prior written consent of STFC (such consent not to be unreasonably withheld or delayed).

7.3

Nothing in this Agreement will constitute or will be deemed to constitute between the parties a partnership, association, joint venture or other co-operative entity, or constitute the relationship of principal and agent.

7.4

Neither party shall have any liability under or be deemed in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party including, without limitation, fire, explosion, flood, tempest, unusually adverse weather conditions, failure or shortage of power supplies, war, hostilities, riot or acts of terrorism. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If circumstances continue for a continuous period of one (1) month, either party may terminate this Agreement by written notice to the other party.

7.5

No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.

7.6

This Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof (save that neither party seeks to exclude liability for any fraudulent pre-contractual misrepresentation upon which the other party can be shown to have relied). The Licensee hereby warrants to STFC that the Licensee has not been induced to enter into this Agreement by any prior representations or warranties, whether oral or in writing, except as specifically contained in this Agreement and the Licensee hereby irrevocably and unconditionally waives any right it may have to claim damages for any misrepresentation not contained in this Agreement or for breach of any warranty not contained herein (unless such misrepresentation or warranty was made fraudulently and was relied upon by the Licensee) and/or to rescind this Agreement. No addition to or modification of any provision of this Agreement shall be binding upon the parties unless made by a written instrument signed by a duly authorised representative of each of the parties.

7.7

Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable the other provisions of this Agreement and the remainder of the provision in question shall remain in full force and effect.

7.8

The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third parties) Act 1999 shall not apply to this Agreement.

7.9

This agreement shall be interpreted and construed in accordance with the laws of England and Wales. The English Courts will have exclusive jurisdiction to deal with any dispute which has arisen or may arise out of or in connection with this Agreement, however STFC may enforce the Licensee's obligation of confidence in the courts of any jurisdiction having competence to issue an injunction directly enforceable against the Licensee.