IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE INSTALLING THE SOFTWARE.
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and The European Centre for Medium-Range Weather Forecasts of Shinfield Park Reading RG2 9AX England (Licensor or we); for this Aeolus wind speed software product, developed by the Owners and funded by the European Space Agency (ESA) (Software), which includes computer software, object code, source code, the data supplied with it and any Upgrades (as defined below).
BY INSTALLING THIS SOFTWARE AND CLICKING ON THE “ACCEPT” BUTTON BELOW, YOU AGREE TO THE TERMS OF THIS LICENCE. FOR THE PURPOSE OF THIS LICENCE, “YOU” INCLUDES YOUR ORGANISATION AND YOUR EMPLOYEES, CONTRACTORS AND STUDENTS ACCESSING THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE INSTALLATION OF THE SOFTWARE NOW BY CLICKING ON THE "REJECT" BUTTON BELOW.
1. Definitions used in this Licence shall mean
“Owners” Royal Netherlands Meteorological Institute (KNMI), L’Association
pour le Developpement des Facultés des Sciences de l’ Université de
Paris (ADFAC), le Centre National de la Recherche Scientifique
(CNRS), Météo-France (MF) and Deutsches Zentrum für Luft- und
Raumfahrt e.V. (DLR) and us (ECMWF) the Licensor;
“Upgrade” any improvement, enhancement or amended version of the whole or a
part of the Software that may be issued by us from time to time;
“Use” loading, installation and utilisation of the Software;
copying the Software for the purposes of back up;
storing the whole or any part of the Software on a computer or other
storage unit;
utilising any instructional and/or operational manuals relating to the
Software;
operating, integrating, validating and maintaining the Software;
modifying or creating derivative works of the Software.
2. Licence and Consideration
2.1 Subject to the terms and conditions of this Licence, we grant to you a non-exclusive right to Use the Software on your computers for your internal meteorological purposes.
2.2 In consideration of our licensing you the Software, you shall provide us information regarding your Use of the Software as set out in Clause 3.2 (c) below and grant us a licence to use your modifications as set out in clause 2.3 below.
2.3 If you modify or create derivative works of the Software, you agree to generate a new release that clearly indicates the modifications from the originally developed Software. You will retain ownership of the modifications and of the derivative works and grant to us a perpetual non-exclusive royalty-free worldwide transferable licence with the right to sublicense and to use and further modify all your modifications.
3. Licensee’s Undertakings
3.1 You shall not distribute, sub-license or loan the whole or any part of the Software or its associated documentation or Use, reproduce or deal in the Software or any part of it in any way without our prior written permission. The foregoing restrictions shall also apply to any modifications, whether yours or that of any other third parties, which are combined and/or packaged with the Software.
3.2 In addition, you undertake:
(a) to supervise and control Use of the Software in accordance with the terms of this Licence;
(b) to reproduce and include the copyright notice on all and any copies of the Software, whether in whole or in part, in any form;
(c) to notify us of any significant findings, in particular problems of the Software, encountered during installation and Use of the Software. This feedback will help to further improve the overall quality and performance of the Aeolus mission ground processing chain and ensure that other Software users can benefit from the enhancements;
(d) to include appropriate references in the product header fields of any data products generated by you using modified versions of the Software so that the users of such data products are aware that you are not using an official version of the Software to generate such data products as version and release numbers are only applicable to unmodified official versions of the Software which we will issue. Acknowledgements shall be added in publications when the Software has been used;
(e) to include a change record in all source code modules in order to track any modifications with respect to the original release of the Software.
4. Warranty
4.1. We warrant that we have the authority to grant this License by virtue of Article 1(4) of our Convention and we are also authorised by the other Owners to license the Software.
4.2. Although we do not warrant that the Software supplied hereunder shall be free from all known viruses or errors, we warrant that the Software has been prepared with reasonable skill and care. However, the Software may have certain defects when delivered but you agree that our sole liability and your sole remedy in respect of any errors in the Software or any breach of the above warranty shall be for us to use reasonable endeavours to correct errors of which we are aware. You acknowledge that the Software supplied hereunder is based on scientific and experimental work and therefore its use always bears uncertainties and risks.
4.3.The express terms of this Licence are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statue, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
5. Our Liability
5.1. We do not limit or exclude liability for death or personal injury resulting from our negligence, fraud or fraudulent misrepresentation.
5.2. Nothing in this Licence shall be construed as implying any fitness of the Software for any purpose whatsoever and you acknowledge that the Software is supplied on an “as is “ basis . Subject to Clause 5.1 above, we do not accept any liability to you for any loss or damage whatsoever or howsoever caused whether direct or indirect in respect of your Use of the Software or otherwise in connection with this Licence. Any condition, warranty or other term concerning the supply of the Software which might otherwise be implied or incorporated in this Licence or any collateral contract whether by statute, common law or otherwise is excluded to the fullest extent permitted by law.
6. Ownership
6.1. You acknowledge that any and all of the copyright, trademarks, trade names, patents and other intellectual property rights subsisting in or used in connection with the Software including all documentation and manuals relating thereto, are and shall remain the sole property of the Owners.
6.2. You shall notify us immediately if you become aware of any unauthorised use of the whole or any part of the Software by any person.
7. Confidential Information
The terms of this Licence and all information, data, drawings, specifications, documentation, software listings, source or object code which we may have imparted and may from time to time impart to you relating to the Software (other than the ideas and principles which underlie the Software) are proprietary and confidential. You hereby agree that you shall use the same solely in accordance with the provisions of this Licence and that you shall not at any time during or after the expiry of termination of this Licence, disclose the same, whether directly or indirectly, to any third party without our prior written consent.
8. Termination
8.1. We may terminate the Licence on giving notice in writing if you commit any breach of any term of this Licence and (in the case of any breach capable of being remedied) shall have failed within thirty (30) days after receipt of a request in writing from us to do so, remedy the breach (such request shall contain a warning of our intention to terminate your access to the Software).
8.2. Upon termination of the Licence, you shall if requested return to us the Software and all copies of the whole or any part thereof or shall delete the same (in the case of the Software by erasing them from the media on which they are stored) and certify in writing to us that they have been deleted.
8.3. Any termination of your access to the Software (howsoever occasioned) shall not affect any accrued rights of either party nor shall it affect the coming into force of the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
9. Force Majeure
We shall not be liable or responsible for any failure to perform or delay in performance of any obligations under this Licence that is caused by an event beyond our control.
10. Assignment
The Licence is personal to you the organisation which Uses the Software. You shall not assign or otherwise transfer your rights in all or part of the Software or this Licence without our prior written consent. If you cease to operate and no longer Use the Software the Licence will cease to apply.
11. Waiver
No forbearance, delay or indulgence by us in enforcing any provision of this Licence shall prejudice or restrict our rights nor shall any waiver operate as a waiver of any subsequent breach.
12. Severability
Each provision of this Licence shall be construed separately. If any of these provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such provision shall to that extent be severed from the remaining provisions which shall continue to be valid to the fullest extent permitted by law.
13. Governing Law
Unless otherwise agreed in writing, the validity, construction and performance of this Licence shall be governed by the laws of England.
14. Disputes
In the event of a dispute arising in connection with this Licence, the parties shall attempt to settle their differences in an amicable manner. In the event that any dispute cannot be settled, it shall be finally settled under the rules of conciliation and arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with such rules sitting in England. In accordance with sections 45 and 69 of the Arbitrations Act 1996, the right of appeal by either party to the High Court on a question of law arising in the course of any arbitral proceedings or out of an award made in any arbitral proceedings in hereby agreed to be excluded.
15. Entire Agreement
This Licence supersedes any prior agreement, arrangement or understanding between us whether oral or in writing and constitutes the entire agreement between us relating to the licensing of the Software. Neither of us has relied on any representation, undertaking or promise given by the other. Nothing in this clause shall operate to exclude any liability for fraud. No addition to or modification of this Licence shall be binding upon us unless agreed in writing signed by our duly authorised representatives.