Use of an Index implies acceptance in full of the following terms and conditions of use.
IT is agreed as follows:
1. Definitions
Copyright Statement
the Index must always be reproduced with the appropriate copyright statement at the end of each copy of the Index, or visible to any user of any electronic version. Details of the appropriate copyright statement are available on the Cardiff University, Department of Dermatology website http://cardiff.ac.uk/dermatology and will be sent to the Licensee via e-mail shortly after completion of the online order form by the Licensee ("the Online Form");
Effective date
the date the Licensee commences use of the Index or the date the Licensee submits the related Online Form in respect of this Licence whichever is the earlier;
Index
shall mean the index/questionnaire subject to this Licence and any translation from the original English version commissioned or confirmed by the University and available for download from http://cardiff.ac.uk/dermatology
Licensee
the organisation named as such in the Online Form;
Study
the study details of which were submitted to UC3 on the Online Form;
UC3
University College Cardiff Consultants Limited, (company number 01477909) whose registered office is at 30-36 Newport Road, Cardiff CF24 0DE;
University
Cardiff University with administrative offices at 30-36 Newport Road, Cardiff, CF24 0DE, UK, established under royal charter, registered charity number 1136855;
2. Intellectual Property and Grant of Rights
2.1 Subject to the Licensee being a charity, public educational establishment, or other non-profit-making concern, UC3 grants to the Licensee a non-exclusive, non-transferable, worldwide free licence to use the Index for the purposes of the Study. For the avoidance of doubt, this Licence excludes any commercial use including funded research, clinical trials and/or use for the purposes of monetary reward (whether by or for the Licensee, or any other person or entity) by means of use of the Index.
2.2 The Licensee shall not be permitted to edit or in any way alter or amend the Index. In the event that the Licensee does edit, alter or amend the Index, UC3 shall have the right to terminate this Licence with immediate effect.
2.3 The Licensee shall not grant sub-licences to use the Index without the express written permission of UC3.
3. Disclaimer
3.1 The Index, information and advice on interpretation of the Index are wholly and in part provided ‘as is’. Neither UC3 nor the University warrant that any of the above, where provided, are fit for any purpose or do not innocently infringe any third party intellectual property rights.
3.2 Save in respect of claims for death or personal injury arising from negligence by UC3 or the University, neither UC3 nor the University shall be liable for any loss or damage, howsoever caused, including but not limited to loss of profit or business, consequential loss or damages, arising from the Licence’s use of the Index or any information and advice on interpretation of the Index provided by the University.
3.3 Neither UC3 or the University have any liability for any direct or indirect damage or loss caused by the Index.
4. Support
Neither UC3 nor the University shall be under an obligation to provide any support whatsoever to the Licensee in the implementation of the Index. Any provision of support requested by the Licensee will be by separate agreement between UC3 and/or the University and the Licensee.
5. Storage of information
The Licensee agrees that its contact details may be held by UC3 and the University on a secure database (in accordance with the Data Protection Act 1998) and shall be used for the purpose of administration of this Licence only.
6. Duration and Termination
6.1 This Licence shall take effect as of the Effective Date and shall continue until six months after the completion date of the Study as detailed in the Online Form, if no such completion Study date was specified this Licence shall terminate 24 months after submission of the Online Form. Thereafter the parties may at their sole discretion extend this Licence by mutual agreement in writing.
6.2 UC3 reserves the right to terminate the License immediately if it is of the reasonable opinion (a) the Online Form is incomplete or incorrect or (b) the Licensee’s use is bringing the Index or another party’s reputation into disrepute.
6.3 Any party (the “Terminating party”) may terminate this Licence by notice in writing to any of the other parties if that other party (the “Defaulting Party”) :-
a) commits any material breach of this Licence and, where such breach is capable of remedy, shall fail to remedy such breach within 30 (thirty) days after receipt of written notice from the Terminating Party requiring the breach to be remedied; or
b) becomes insolvent, or if an order is made or a resolution is passed for its winding up (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if a manager, administrator, administrative receiver or receiver is appointed in respect of the whole or any part of its assets or business, or if it makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt in any country in the world.
6.4 Upon termination or expiry of this Licence the Licensee shall cease to use the Index.
6.5 The termination or expiry of this Licence howsoever arising will be without prejudice to the rights and duties of all parties accrued prior to termination. Clauses 2.3, 3, 6.4, 7 and 8, together with the definitions of clause 1 are expressly intended to survive termination of this Licence.
7. Notices
Any notice required or authorised to be given hereunder shall be in writing and served personally or sent by post addressed to the relevant parties as follows:
For UC3 and Cardiff University: the addresses specified above;
For the Licensee: address as per the related Online Form;
or to such other address as may from time to time be notified to the other party hereto in writing for this purpose. Any notice served personally shall be deemed to have been given upon such service. Any notice sent by post shall be deemed to have been served five 5 days after the same shall have been posted and in proving such service it shall be sufficient to prove that the letter was properly addressed and posted.
8. Miscellaneous
8.1 UC3 may occasionally e-mail the Licensee on updates to the Index.
8.2 Nothing in this Licence shall be deemed to constitute any of the parties hereto as the agent for another party.
8.3 The Licensee may not assign its rights or delegate its responsibilities under this Licence without the written consent of UC3 and the University.
8.5 This Licence constitutes the entire agreement of the parties about its subject matter, supersedes all prior communications, understandings and agreements (whether written or oral) relating to its subject matter and may not be amended or modified except by agreement in writing signed each of the parties.
8.6 No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
8.7 This Licence may be executed in any number of counterparts, each of which so executed will be an original, but together will constitute one and the same instrument.
8.8 The validity, construction and performance of this Licence shall be governed by English and Welsh law and shall be subject to the exclusive jurisdiction of the courts of England and Wales, to which the parties to this Licence submit.