I2E OnDemand EVALUATION LICENSE AGREEMENT

EVALUATION LICENSE AGREEMENT

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.

DEFINITIONS
1. “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.
2. “Host System” shall mean the system on which the Licensed Software is hosted and which is accessed via the domain name ‘i2eondemand.com’.
3. “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.
4. “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.
5. “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).
GRANTS
1. 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.
2. 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.
3. 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.
4. Licensee shall not:
  1. 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;
  2. 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
  3. alter, change, or remove any proprietary notices, labels, or identifications including but not limited to any copyright or trademark notices from the Licensed Software.
5. Acceptable use. Licensee shall not:
  1. 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;
  2. 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;
  3. 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;
  4. 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;
  5. attempt to obtain, or assist others in obtaining, access to the Licensed Software and/or the Host System, except as permitted by this Agreement;
  6. 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;
  7. access the Licensed Software and/or the Host System using a user identification and password other than that allocated to Licensee; or
  8. 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”.
6. 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.
7. 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.
ACKNOWLEDGMENT
1. 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.
DISCLAIMER OF WARRANTIES
1. 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.
2. 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.
3. 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.
LIMITATION OF LIABILITY AND INDEMNITY
1. 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.
2. 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.
INDEMNIFICATION
1. 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.
2. 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
1. 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.
2. Linguamatics may terminate this Agreement at any time, with or without cause, by cancelling Licensee’s access to the Licensed Software.
3. 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.
4. The License Period may be extended for additional periods of 14 days upon mutual agreement between the parties.
MISCELLANEOUS
1. 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.
2. 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.

EXHIBIT A

LICENSED SOFTWARE

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 manual.

A.2.10 Functionality to allow searching of documents using chemical structures, substructures and structural similarity incorporating third party technology licensed from ChemAxon.

I2E OnDemand Evaluation License Agreement v1.0