Licence and Support Agreement This agreement grants the Licensee a non-exclusive licence to use any software products, databases, and associated documentation and other resources, supplied by the Licensor or its subsidiary, CCDC Software Limited (a company registered in England and Wales with company number 03483374), subject to the following terms and conditions, to the exclusion of all other terms and conditions specified by the Licensee or implied by law. 1. In the case of purchase, usage shall be restricted to a named product or product suite, to a number of copies or processes or otherwise specified level of usage, and to a time period, which will be specified on a formal quotation supplied by the Licensor or a duly appointed agent. Fees payable will also be specified thereon. Agreement to make payment under the terms on the quotation shall be signified by the provision of a formal purchase order referencing this Agreement and the quotation, or by the return of a signed copy of the quotation or such other unambiguous evidence as may be agreed between the parties that confirms the Licensee's acceptance of the terms of this Agreement and the quotation. All sums becoming due to Licensor under this Agreement: (i) are, unless otherwise expressly stated, exclusive of any Value Added Tax, which Licensee shall pay in addition if Licensor is obliged by law to charge it; and (ii) shall be paid by Licensee in full without any set-off, withholding or other deduction whatsoever (and in the case that any deduction or withholding is required by law Licensee shall gross up the amount due to Licensor such that, after the deduction or withholding has been made, Licensor still receives the full amount due to it). 2. Usage shall be restricted to the geographical sites specified on the quotation, and to permanent or temporary employees of and contractors working on behalf of the Licensee who are normally based at those sites, or any employees of regulatory authorities to whom the Licensee is subject. If the Licensee is an academic institution, this includes postgraduate or undergraduate students permanently or temporarily working at those geographical sites. Use on laptops and other mobile devices is permitted provided that the device is the property of the Licensee, or is a device over which the Licensee takes responsibility in the context of this Licence Agreement. Access to associated internet resources is permitted from any location and device through access control mechanisms to be stipulated by and managed by the Licensor. 3. The Licensee shall not sub-lease or assign use of the products to any third party, or in any way (physically or online) redistribute or promulgate the products or any of their contents (including data and documentation) without the written and signed agreement of the Licensor. The production of copies for internal distribution and for back-up purposes is permitted. 4. The Licensee may use the products for any and all scientific research purposes, for publishable or proprietary work, and in any collaboration which does not involve payment of fees between the partners, provided that the restrictions in (2) above are complied with. Usage on behalf of paying clients and partners is permitted by industrial / commercial organisations provided that it does not amount to a “bureau” service, i.e. provision of bare results of Licensor product usage. Usage on behalf of paying clients and partners by academic and governmental institutions requires a separate agreement with the Licensor, which may involve payment of extra fees. 5. The products will be referenced and acknowledged by the Licensee in any publications which arise from their use. The Licensor will provide relevant information for the products concerned on application. 6. The Licensee shall not translate, disassemble, decompile or in any other manner reverse engineer any of the products, except to the extent that such acts may not lawfully be prohibited. However, the Licensee may modify the products or develop software systems for its own use including the products or links to the products, or including data and knowledge derived from the products, and may use them for as long as fees have been paid to cover usage of the relevant products as described in (1). External distribution of such systems or modifications requires a separate signed agreement with the Licensor, which may involve payment of extra fees. 7. The Licensor does not warrant that the products will be entirely free of errors and bugs. The Licensee will report such errors and bugs as they become apparent, whereupon the Licensor will make all reasonable efforts to correct errors and fix bugs. The Licensee agrees that the Licensor and its appointed agents exclude all indirect and consequential loss incurred through use or misuse of the products. The Licensor's liability to the Licensee shall be limited to direct losses only and the Licensor's maximum aggregate liability to the Licensee shall in no circumstances exceed the fees paid to the Licensor by the Licensee. Neither party excludes or limits its liability to the other in negligence in respect of death or personal injury or otherwise insofar as any exclusion or limitation of its liability is void, prohibited or unenforceable by applicable law. 8. Technical and scientific support will be provided to the Licensee through appropriate mechanisms and at a level appropriate to the products concerned, as deemed by the Licensor. The Licensor will consider entering into separate confidentiality agreements with the Licensee to facilitate support or collaborative work, where appropriate. 9. The Licensor may from time to time provide updated versions of the products to the Licensee. Suitable notice (usually six months) will be given in the event of changes which are likely to substantially affect the Licensee’s use of the products, for example, platform support or data format changes. 10. The Licensor may from time to time, at its discretion, permit usage of products by the Licensee for a limited period of time at no charge for the purposes of evaluation with a view to purchase. On these occasions, all terms of this agreement apply as they stand except for the following variations, namely: (a) clauses (1) and (4) shall not apply; (b) the cap on the Licensor's liability in clause (7) shall be reduced to £100; and (c) the use of products in paid work for clients is not permitted. 11. Notice of termination of this agreement may be given at any time in writing by the Licensee, that termination becoming effective at the end of the paid period for any then-current products as defined in (1), with no refund of fees paid. Notice of termination of this agreement may be given at any time in writing by the Licensor, in the case of breach of any of the terms and conditions herein, that termination becoming effective immediately with no refund of fees paid. In either case, all copies of the products and any derived data or products held by the Licensee will be destroyed or finally deleted within one month of the termination becoming effective, with the Licensor notified of this in writing. Otherwise this agreement remains in place until superseded or amended. Any sub-licensed software provided as part of a product or product suite may be withdrawn at any time if the Licensor’s right to distribute it is terminated. 12. In all cases, copyright in the products and other intellectual property rights remain vested in the Licensor or its licensors. In the case of derived products for external distribution, the matter of ownership and use of any new intellectual property in such derived products will be subject to negotiation between the Licensee and Licensor, for agreement as described in (6). 13. This agreement supersedes all previous agreements between the Licensee and its predecessor and subsidiary companies, and the Licensor and its subsidiary companies and agents. No person who is not a party to this Agreement shall have any rights to enforce or enjoy the benefits of this Agreement whether under the Contracts (Rights of Third parties) Act 1999 or otherwise. The Licensee shall not without the Licensor's prior written consent assign any of the Licensee's rights and obligations under this Agreement. 14. Interpretation of this agreement shall be subject to the laws of England and Wales. Disputes may be handled by another jurisdiction, if mutually acceptable to both parties.