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License agreement
This License and usage Agreement (hereinafter the “Agreement”) is made by and between
DEVELOPERS
Pasan Hettiarachchi, Peter Johansson and Magnus Svartengren
RECIPIENT (hereinafter referred to as “RECIPIENT”)
DEVELOPERS and RECIPIENT are hereinafter also referred to as a “Party” or collectively as the “Parties”.
Background
The Developers have developed ActiPASS based on the Acti4 algorithm that is developed at National Research Center for the Working Environment in Copenhagen (NFA).
Uppsala University, the Developers and NFA have agreed that both the Developers and NFA can share the compiled version of the Software ActiPASS for non-commercial use.
1. Definitions
When used in this License and usage Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
"Agreement" includes this License and usage agreement and attachments.
"Documentation" means the user, system, and installation documentation for the Software.
"License" means the license granted by Developers to Licensee to use the Software and Documentation in accordance with the terms and conditions of this Agreement.
"Purpose" means using the Software for processing thigh accelerometer data
"Software" means the Executable form of the computer software that is originally released under this License. Note: this license does not cover source code.
2. License
During the term of this Agreement, the Developers grant a non-exclusive, non-transferable, limited license to use the Software. This license does not cover any usage support.
3. Terms and conditions
3.1 Permitted use
Developers grants Recipient a non-exclusive license to (1) download and use the Software and Documentation solely, and (2) copy the Software and Documentation for archival or backup purposes provided that all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and that all copies shall be subject to the terms of this Agreement.
The software is licensed subject to the provisions hereof, not transferred. The Software remains the property of the Developers. The Developers reserves all right to reproduce the software, full or in part, including but not limited to any related documentation, logo, trade mark or interface.
The Recipient further undertakes not to use the Software for any other purpose than the Purpose without the Developers prior written approval.
Recipient will always use the Software tool in compliance with all applicable legislation, regulations and ordinances.
3.2 Distribution
The Recipient undertakes to retain control over the Software at all times, and not to give any third party access to the Software without the Developers prior written approval.
3.4 Commercial use
The Software is licensed as it is and for free of charge. The Software may not be used for any commercial purposes without written permission from the Developers.
4. Publication
Recipient/Recipient’s Principal Investigator may publish results from the permitted use of the Software provided the following:
· The publication is in accordance with generally accepted academic standards.
· Recipient agrees to send a reference to the publication to the Developers and NFA
· Recipient will acknowledge the Developers and NFA as the source of the Software in any publications containing any data or information about the Software unless the developers indicate otherwise. The acknowledgement shall state at least the following: References to the Developers and NFA publications about the software.
4. Proprietary Rights
Recipient acknowledges and agrees that the copyright, patent, trade secret, and all other intellectual property rights of whatever nature in the Software and Documentation are and shall remain the property of the Developers and NFA, and nothing in this Agreement should be construed as transferring any aspects of such rights to Recipient or any third party.
The Recipient explicitly acknowledges that removal, obfuscation or change of proprietary notices contained within or distributed with the Software is not permitted. The same also holds true for notices of copyright and trademarks.
5. Third-party and open source software
The software contains third-party open source software, whose use is governed by separate license agreements included in the software.
6. Disclaimer of Warranty
The Software is provided under this license on an “as is” basis, without warranty of any kind, either expressed or implied, including, without limitation, warranties that the Software is free of defects. Incurred costs of any necessary servicing, repair, correction or maintenance are not covered by this License.
7. Delivery of the Software
A software activation request should be sent to Recipient by file transfer e-mail to the attention of pasan.hettiarachchi@medsci.uu.se or peter.johansson@medsci.uu.se. By sending this software activation request, the Recipient agree with the License and user agreements herein.
8. Term and termination
This agreement shall enter into force when agreed according to the procedure in paragraph 7 and shall remain in force until [2040-01-01].
This agreement may be terminated by either Party for any reason by giving the other Party thirty (30) days written notice.
The Developers shall have the right to terminate this agreement with immediate effect if Recipient is in breach of its obligations under this agreement.
Upon completion of the Purpose or earlier termination hereof, the Recipient will discontinue all use of the Software and, upon UU’s instructions, return or destroy the Software.
9. Force majeure
Neither party to this agreement shall be liable to the other nor held to be in breach of this agreement to the extent that it is prevented, hindered or delayed in performance or observance of its obligations hereunder by reason of industrial action, strikes, lock-outs, inability to obtain supplies, accidents or any other cause or contingency whatsoever beyond its control.
10. Governing law
This agreement shall be governed by the laws of Sweden. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be settled amicably through negotiations. If the parties are unable to settle a dispute through negotiations, the dispute shall be referred to the District Court in Uppsala (Uppsala tingsrätt). If both Parties are governmental agencies of the Swedish state, the dispute shall instead be settled by a superior governmental body for final decision.