License Agreement – Change Empower Include

This Agreement is between The University of Liverpool (“Liverpool” or “we” or “us”) and the individual who has accessed the Materials from the IAA (Change Empower Include) website (“you”). By accessing the Materials, you agree to the following terms and conditions which will govern your use of the Materials:

WHEREAS

(A) We are the entire legal and beneficial owner and licensor of certain Materials available on the Knowledge Bank. (B) We are willing to licence you to use those Materials in accordance with these terms.

AGREED TERMS 1. INTERPRETATION

1.1. The definitions and rules of interpretation in this clause apply in this agreement.

Applicable Data Protection Laws: to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which you are subject, which relates to the protection of personal data. Commencement Date: the date on which you accessed and downloaded the Materials. Commercial Use: means the sale, lease or other transfer of the Materials to a for-profit organisation. Commercial Use shall also include uses of the Materials by any organisation to perform contract research or commercial services / services, to screen compound libraries, to produce or manufacture products for general sale, lease, licence, or transfer of the Materials to a for-profit organisation. Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing an appropriate technical and organisational measures: as defined in the Data Protection legislation. Domestic Law: the law of the United Kingdom or a part of the United Kingdom. EU GDPR: the General Data Protection Regulation ((EU) 2016/679). EU Law: the law of the European Union or any member state of the European Union. Knowledge Bank: the site located at: https://www.changeempowerinclude.co.uk

1.2. Clause, schedule, and paragraph headings shall not affect the interpretation of this agreement.

1.3. Unless context otherwise requires words in the singular shall include the plural and in the plural shall include the singular.

2. TERM

2.1. This agreement shall commence on the Commencement Date and shall continue in force unless terminated in accordance with clause 9.

3. LICENCE

3.1. We hereby grant to you a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit you to use the Materials solely for the Permitted Purpose.

3.2. Except as expressly permitted under this Agreement or by law, you shall not, at any time, directly or indirectly:

assign, sub-licence, lease, resell, distribute or otherwise deal or encumber the Materials;
remove or modify any copyright or similar notices, or any of The University of Liverpool’s, or any other person’s branding, that the Materials cause to be displayed when used or that is displayed in the Materials;
permit any third party to use the Materials otherwise than for the Permitted Purpose;
attempt to circumvent or interfere with any security features on the IAA (Change Empower Include) website; or
use the Materials for any purpose other than the Permitted Purpose.

3.3. You may not use the materials other than as specified in this clause 3 without our prior written consent. If you want to use the materials for commercial and/or profit-making purposes, you must contact The University of Liverpool for a commercial license (Commercialisation).