THIS AGREEMENT IS A LEGAL
AGREEMENT BETWEEN LICENSEE (AS DEFINED BELOW) AND LINGUAMATICS
SOLUTIONS LIMITED (COMPANY NUMBER 07293097) WHOSE REGISTERED OFFICE
IS AT 324 SCIENCE PARK, MILTON ROAD, CAMBRIDGE, CB4 0WG, UNITED
KINGDOM (“LINGUAMATICS”). PLEASE READ THIS AGREEMENT CAREFULLY
BEFORE CLICKING ON THE “ACCEPT” BUTTON AT THE BOTTOM. BY
CLICKING ON THE “ACCEPT” BUTTON LICENSEE AGREES TO BE BOUND BY
THE TERMS OF THIS AGREEMENT.
“Content” shall mean the content specified at
http://www.i2eondemand.com/licensed_content.html and any other
content accessible by Licensee via the Host System excluding data
generated by Licensee’s use of the Licensed Software and any data
owned by Licensee.
“Host System” shall mean the system on which the
Licensed Software is hosted and which is accessed via the domain
“Licensed Software” shall mean the object code form only
of that Linguamatics software actually made available to Licensee
by Linguamatics pursuant to this Agreement, and consisting of
computer programs, data files and associated documents, as
identified in Exhibit A hereto.
“Licensee” shall mean the individual who clicks on the
“Accept” button and the company, partnership or other legal
entity on behalf of which such individual is acting whether as an
employee or otherwise, and such individual confirms that he has the
right and authority to enter into this Agreement on behalf of any
such company, partnership or other legal entity.
“Purpose” shall mean evaluation of the Licensed Software
in a non-production environment or use of the Licensed Software for
educational purposes in an academic institution (schools, colleges
and universities, by teachers and students).
License of Licensed Software. For a period of 14 days from
the date of Licensee’s acceptance of the terms of this Agreement
(“License Period”), Linguamatics grants to Licensee a
non-exclusive, non-transferable, revocable license to access and
use the Licensed Software on the Host System solely for the Purpose
on and subject to the terms of this Agreement. This license is
personal to the individual clicking the “Accept” button.
Login. Licensee shall register for access to the Licensed
Software via the domain name ‘i2eondemand.com’ and in
accordance with Linguamatics’ instructions. Licensee will then
be provided with a user identification and password to enable
access to the Licensed Software via the Host System.
Responsibility for access. Licensee is responsible for
keeping confidential its user identification and password and shall
not disclose the same to any other person. If Licensee becomes
aware of any unauthorized access to the Licensed Software and/or
Host System, Licensee shall immediately notify Linguamatics.
Licensee shall be entirely responsible for all access to the
Licensed Software and/or Host System where such access is
facilitated by Licensee’s user identification and password
whether such access is with or without Licensee’s consent.
Licensee shall not:
modify, translate, reverse-engineer, reverse-compile, or otherwise
disassemble, or create, use and/or exploit derivative works based
upon, the Licensed Software except as permitted by applicable law;
use, copy, adapt, reproduce, sublicense, distribute, transfer, or
dispose of the Licensed Software, in whole or in part, other than
as permitted under this Agreement. For the avoidance of doubt,
Licensee shall have no right to market, sell, lease, lend or
otherwise exploit the Licensed Software; or
alter, change, or remove any proprietary notices, labels, or
identifications including but not limited to any copyright or
trademark notices from the Licensed Software.
Acceptable use. Licensee shall not:
disrupt, interfere with or restrict the use of the Licensed
Software and/or the Host System by other users including, without
limitation, denial of service attacks, mailbombing, flooding or
other deliberate attempts to overload the Licensed Software and/or
the Host System;
upload, display or transmit any materials through the Licensed
Software and/or the Host System which are false, offensive,
defamatory, threatening, obscene, unlawful, which violate export
control laws or which infringe the rights, including but not
limited to intellectual property rights, of any other person
anywhere in the world;
probe, scan or test the vulnerability of the Licensed Software
and/or the Host System or to circumvent or hack any user
authentication or security controls in respect of the Licensed
Software and/or the Host System, or attempt to do so;
reverse compile, disassemble, reverse engineer, decompile, copy,
duplicate, modify or adapt any software or other code or scripts
forming part of the Licensed Software and/or the Host System
(except to the extent permitted by law) or attempt to transmit to
or via the Licensed Software and/or the Host System any
information that contains a virus, worm, Trojan horse or other
harmful or disruptive component;
attempt to obtain, or assist others in obtaining, access to the
Licensed Software and/or the Host System, except as permitted by
access, change, modify, delete, interfere with or misuse any
files, data or software (including other versions of the Licensed
Software) on the Host System which are not intended for Licensee;
access the Licensed Software and/or the Host System using a user
identification and password other than that allocated to Licensee;
use an operating system platform in connection with Licensee’s
use of the Licensed Software which has been declared by its
manufacturer or licensor, or reasonably determined by
Linguamatics, to be “end of life”.
Data. Licensee shall be the sole and exclusive owner of the
data generated by Licensee’s use of the Licensed Software, and
shall be entitled to use such data solely for the Purpose.
Content. Licensee acknowledges and agrees that the Content
is owned by third parties and that Linguamatics does not grant to
Licensee any right to use the Content. Any use of the Content by
Licensee shall be subject to any separate license terms displayed
or made accessible via the Host System in respect of the relevant
Content. If Licensee does not accept any such license terms,
Licensee shall have no right to use the relevant Content.
Licensee acknowledges that the Licensed Software is proprietary to
Linguamatics and/or its licensors and that Linguamatics and/or its
licensors retain all copyright, patent, trade secret, trademark and
other intellectual property rights in and to the Licensed Software
and grant Licensee no rights to the Licensed Software other than
those expressly granted herein.
Linguamatics does not guarantee the integrity of data stored or
transmitted via Licensee’s system or hardware or via the
internet. Linguamatics shall not be liable for the inadvertent
disclosure of, or corruption or erasure of data transmitted or
received or stored on Licensee’s system.
LICENSEE ACKNOWLEDGES THAT THE LICENSED SOFTWARE IS PROVIDED ON AN
“AS IS” AND “AS AVAILABLE” BASIS. LINGUAMATICS PROVIDES NO
WARRANTY IN RELATION TO THE PERFORMANCE OF THE LICENSED SOFTWARE OR
THE AVAILABILITY FOR ACCESS OR USE BY LICENSEE OF THE LICENSED
SOFTWARE OR THE CONTENT. LINGUAMATICS DOES NOT WARRANT THAT THE
LICENSED SOFTWARE OR THE CONTENT OR THEIR USE BY LICENSEE WILL NOT
INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
LINGUAMATICS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES
REGARDING THE LICENSED SOFTWARE, EXPRESS OR IMPLIED WHETHER BY
STATUTE, COMMON LAW, TRADE PRACTICE, CUSTOM, COURSE OF DEALING OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
MERCHANTABILITY, PERFORMANCE OR FITNESS FOR A PARTICULAR PURPOSE.
LIABILITY AND INDEMNITY
NEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR
LOST PROFITS, LOST OPPORTUNITIES, LOSS OF OR COST OF RESTORATION OF
DATA OR FOR USE OF ANY RESULTS OBTAINED BY USE OF THE LICENSED
SOFTWARE OR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
IRRESPECTIVE OF THE THEORY UNDER WHICH SUCH ACTION IS BROUGHT,
WHETHER IT WAS CAUSED OR ALLEGEDLY CAUSED BY THE NEGLIGENCE OF SUCH
PARTY, OR WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCE SHALL EITHER
PARTY’S LIABILITY TO THE OTHER OR ANY THIRD PARTIES, UNDER ANY
AND ALL PROVISIONS OF THIS AGREEMENT EXCEED THE SUM OF £1,000.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS EXCLUDING OR
LIMITING ANY PARTY'S LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED
BY THAT PARTY'S NEGLIGENCE.
Licensee shall hold Linguamatics and its directors, trustees,
officers, employees, agents, and the successors and assigns of any
of the foregoing harmless against any and all losses, liabilities,
damages, and expenses (including reasonable legal fees and costs)
incurred as a result of any claim, demand, action, or proceeding by
any third party resulting from, in conjunction with, or arising out
of a breach of this Agreement, or gross negligence or the wrongful
acts or omissions of Licensee.
Linguamatics shall promptly notify Licensee of any loss, liability,
damage or expense, or any claim, demand, action or other proceeding
with respect to which Linguamatics intends to claim such
indemnification. Licensee’s indemnity obligations under this
article shall not apply to amounts paid in any settlement if
effected without the consent of Licensee, which consent shall not
be unreasonably withheld or delayed. Licensee shall not settle or
consent to an adverse judgment in any such claim, demand, action or
other proceeding that adversely affects the rights or interests of
Linguamatics or imposes additional obligations on Linguamatics,
without the prior express written consent of Linguamatics.
Linguamatics, its employees and agents shall cooperate fully with
Licensee and its legal representatives in the investigation of any
action, claim or liability covered by this indemnification.
TERM AND TERMINATION
This Agreement shall terminate automatically (a) upon expiry of the
License Period; or (b) upon the breach by Licensee of any provision
of this Agreement; or (c) if Licensee voluntarily commences any
action or seeks any relief regarding its liquidation,
reorganization, dissolution or similar act or under any bankruptcy,
insolvency or similar law; or (d) if a proceeding is commenced or
an order, judgment or decree is entered seeking the liquidation,
reorganization, dissolution or similar act or any other relief
under any bankruptcy, insolvency or similar law against Licensee.
Linguamatics may terminate this Agreement at any time, with or
without cause, by cancelling Licensee’s access to the Licensed
Expiration or termination of this Agreement shall not relieve the
parties of any obligation accruing prior to such expiration or
termination. The provisions of Article 6 shall survive the
expiration or termination of this Agreement.
The License Period may be extended for additional periods of 14
days upon mutual agreement between the parties.
Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of England, without regard to
the conflicts of law principles thereof, and shall not be governed
by the United Nations Convention on Contracts for the International
Sale of Goods. The parties hereby submit to the exclusive
jurisdiction of the courts of England.
Entire Agreement. This Agreement embodies the entire
understanding and agreement between the parties and supersedes any
prior understanding and agreement between and among them respecting
the subject matter thereof. There are no representations,
agreements, arrangements or understandings, oral or written,
between the parties hereto relating to the subject matter of this
Agreement that are not fully expressed herein. No change,
modification, extension, termination or waiver of this Agreement,
or any of the provisions herein, shall be valid unless made in
writing and signed by duly authorized representatives of the
parties. Nothing in this Agreement shall be construed as limiting
or excluding liability for fraudulent misrepresentation.
A.1 Linguamatics’ I2E System is an
interactive information extraction system. The I2E System
automatically extracts information from texts according to
user-defined queries. Documents are first preprocessed, using the
tools supplied, into a form suitable for efficient querying. Queries
are constructed in a Java interface and executed on-the-fly over sets
of preprocessed documents. The results of a
query can be manipulated and displayed in a variety of different
formats via a web browser or other viewer.
A.2 The Licensed Software shall consist of:
A.2.1 An Ontology component, comprising
executables for preprocessing ontologies. The ontology preprocessing
tools translate ontologies in ANSI standard thesaurus format (and
optionally other formats) into a suitable form for I2E querying.
A.2.2 An Indexing component, comprising
executables for preprocessing texts, which take as input a collection
of documents (in plain text, XML or another supported format), and
the output of the ontology preprocessing. The output is a number of
binary files in a user-defined directory.
A.2.3 A Querying component, comprising an
executable for searching a document collection, taking as input a
query expression and the binary files output by the preprocessing
phase, and outputting the results (if any).
A.2.4 An Output component, which formats
the results of a query suitable for viewing or further processing.
A.2.5 An Interface component, comprising a
Java client interface in which queries can be constructed and
submitted for processing, and various administrative and other
functions can be performed.
A 2.6 A Server component, comprising a
Java server which communicates with a Java client, accepts queries
for processing and returns the results.
A.2.7 A collection of queries for tasks
such as the extraction of entity-entity relationships.
A.2.8 Documentation, including a user
A.2.10 Functionality to allow searching of
documents using chemical structures, substructures and structural
similarity incorporating third party technology licensed from
I2E OnDemand Evaluation License Agreement v1.0