aco.1706.moss.lic.agree SOFTWARE LICENCE AGREEMENT between DR ALISON MOSS, residing at Hazelwood, Hazelwood Road, Bridge of Weir, PA11 3DB ("the Owner") and [NAME OF USER] residing at [residential address of User] ("the User") WHEREAS: (A) The Owner is the owner of all rights developed by the late Dr Victor A Moss in a computer program which gives a three-dimensional image analysis of two- dimensional pictures and is marketed under the name of MACSTEREOLOGY ("the Software"); (B) The User wishes to be licensed to use the Software and the Owner is willing to grant such a licence on the following terms and conditions. NOW THEREFORE IT IS AGREED AS FOLLOWS:- 1. Grant of Licence The Owner hereby grants the User a non-exclusive, non-transferable licence to use the Software in object code/executable form only on the terms and conditions set out in this Agreement. 2. Restrictions on Use (a) The User is permitted to load and use the Software only on a single computer which is under the User's control for his/her own research purposes (i) at the User's address above or (ii) at such other address as notified by the User to the Owner. Without prejudice to the generality of the foregoing, the User acknowledges and agrees that he/she will not use the Software for any diagnostic or other clinical purpose. (b) The User is not permitted to use the Software on any computer or system which permits electronic access to it by more than one person. The User is not permitted to allow the Software to be used by any individual other than to the User. (c) The User is not permitted:- (i) to copy the whole or any part of the Software or its associated documentation, except insofar as reasonably required for back-up purposes; (ii) to rent, lease, sub-license, loan, modify, draft, merge, translate, decompile, disassemble or create derivative works based on the whole or any part of the Software or its associated documentation; (iii) to use, reproduce or deal in the Software in any way except as expressly provided herein. (d) If the User wishes to use the Software for further software development or in connection with his/her existing software it shall seek the Owner's prior written permission. 3. Consideration In consideration for the licence granted hereunder, the User shall pay the Owner the sum of [[ ] POUNDS STERLING (_[ ]) or [ ] US DOLLARS ($[ ])] plus VAT or other applicable sales tax. This sum will become due and payable [thirty] days after delivery of the Software to the User. If this sum is not paid in full within [ninety] days of such delivery then the Owner shall be entitled to terminate this Agreement forthwith (without prejudice to her other rights hereunder). 4. Warranty (a) Subject to the other provisions hereof, the Owner warrants that to her reasonable knowledge and belief the use of the Software by the User in accordance with this Agreement will not infringe the copyright of any third party. (b) The Owner does not make and hereby disclaims any express or implied warranty regarding the Software (other than that set out in paragraph (a) above) including, but not being limited to, any warranty of merchantability or fitness for any particular purpose notwithstanding that such purpose may have been known or made known to the Owner. (c) The User acknowledges that the Software is not error free and agrees that the existence of such errors shall not constitute a breach hereof. (d) It is the User's responsibility to test any disk supplied by the Owner for computer viruses and the User agrees that he/she shall not hold the Company responsible for any damage caused from any such virus. (e) The User acknowledges and agrees that he/she will remain solely responsible for his/her own data, notwithstanding that such data may be used in conjunction with the Software. 5. Liability (a) The Owner shall not be liable to the User for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection herewith, with the Software, with its use or otherwise, except to the extent that such liability may not be lawfully excluded. In particular, but without prejudice to the foregoing generality, the Owner expressly excludes liability for indirect or consequential loss or damage which may arise in respect of the Software or its use, or for loss of profit, business or goodwill. (b) Subject to the other provisions hereof, the Owner's entire liability hereunder shall be limited to the consideration paid by the User to the Owner pursuant hereto. 6. Intellectual Property Rights (a) The User acknowledges and agrees that he/she has no rights whatsoever to any and all intellectual property rights used or embodied or in connection with the Software and that he/she will not acquire such rights in the future. The User agrees that if during this Agreement he/she questions or disputes the ownership of any such rights in any way then the Owner shall be entitled to terminate this Agreement (without prejudice to the Owner's other rights hereunder). (b) The User agrees that he/she will not in any way tamper with, obscure or remove the following copyright notice and disclaimer which shall appear on the opening screen of all copies of the Software. "(c) Dr V A Moss (1993). This computer software has been developed for research purposes only and it should not be used for any diagnostic or other clinical purpose." (c) Further, the User acknowledges and agrees that he/she will procure that the above copyright notice and disclaimer is included in exactly similar terms on all copies of the Software made by the User as permitted hereunder. 7. Confidentiality All and any information in whatever form which the Owner may have disclosed or may disclose to the User relating to the Software is proprietary and confidential. The User agrees that he/she shall use any and all such information solely in accordance with the provisions hereof and shall not at any time during or after termination hereof discloseany such information, whether directly or indirectly, without the Owner's prior written consent. 8. Support and Upgrades (a) For the avoidance of doubt, the Owner shall not be under any obligation to provide the User with any technical support for the Software. (b) The Owner shall provide the User with the most recent version of the Software as at the date of delivery, but shall not be under any obligation to provide the User with any upgrades, modifications or later versions of the Software. (c) If the User wishes to be provided with upgrades, modifications or later versions of the Software, this shall be the subject of separate negotiation between the parties hereto. 9. Duration and Termination (a) This licence shall continue until terminated as follows:- (i) by the User returning to the Owner or destroying all the Software together with all copies thereof; or (ii) by the Owner notifying the User in writing that the User is in breach of any term or condition hereof or if the User shall commence or become subject to any type of bankruptcy, insolvency, dissolution or winding up proceedings (or equivalent thereof). (b) On termination for whatever cause, the User shall, at the Owner's discretion, destroy all the Software together with all copies thereof or return same to the Owner and such termination shall be subject to any rights and remedies the Owner may have hereunder or by law. For the avoidance of doubt, those terms of this Agreement which due to their nature continue to apply following termination shall apply notwithstanding such termination, including without limitation the provisions of Clauses 4, 5, 6, 7 and 9. 10. No Assignation The User shall not assign or otherwise transfer all or any part of the Software or this licence without the Owner's prior written consent. 11. Governing Law This licence and all matters pertaining thereto shall be construed in accordance with Scots law and the Owner and the User hereby prorogate the jurisdiction of the Scottish courts. IN WITNESS WHEREOF these presents consisting of this and the preceding [six] pages are executed as follows: