Academic or Non-profit Access and Use Agreement
IMPORTANT - READ CAREFULLY:
This Agreement is a legal agreement between LICENSEE (User) and the Public Health England ("PHE"),
whose office is at Public Health England, 151 Buckingham Palace Road, London, SW1W 9SZ, United Kingdom.
By accessing or otherwise using MeaNS (defined below in Paragraph 1),
LICENSEE (defined below in Paragraph 2) agrees to be bound by the terms of this Agreement.
If LICENSEE does not agree with the terms of this Agreement, do not access or use MeaNS.
1. The Virus Reference Department of the Public Health England has developed proprietary
software and an internet delivery system containing an integrated database of Measles infection
data and a data-mining platform, for use by trained individuals in the field of infection research,
(hereinafter referred to as "MeaNS"). Any data within MeaNS or submitted to MeaNS will be sent to
the WHO and may be used by WHO for programmatic and advocacy purposes with appropriate acknowledgement.
PHE may modify, add, or remove content and functionality at any time; and
LICENSEE must be either:
employed full-time by an academic or non-profit institution
employed part-time by INSTITUTION as the director of a
laboratory or the INSTITUTION; or
a full-time student whilst attending the INSTITUTION.
LICENSEE may not designate or permit any other individual to use
such LICENSEE's access to MeaNS.
LICENSEE's failure to meet or obey the criteria above will be
grounds for PHE to immediately terminate this agreement.
LICENSEE desires to obtain access to the MeaNS, and PHE consistent
with its mission of education and research, desires to grant a
license to access and use MeaNS subject to the terms and conditions
set forth below.
The parties therefore agree as follows:
PHE hereby grants to LICENSEE a non-exclusive, non-transferable right to access and
use MeaNS solely to conduct research in LICENSEE's or INSTITUTION'S interest, for
the sole benefit of LICENSEE or INSTITUTION, and subject to the terms and conditions
of this Agreement. The LICENSEE shall not use any non-public access information gained
from the MeaNS database for publication without obtaining permission from the contributing
and/or sequencing laboratory, and WHO. Any data used after appropriate permission must
be acknowledged as to its source. Notwithstanding the above limitation on the license,
LICENSEE may publish and otherwise publicly disclose the results of the research it
conducts with the use of MeaNS, provided the use of MeaNS is acknowledged using the appropriate citation.
LIMITATION OF LICENSE AND RESTRICTIONS
Except as expressly permitted by this agreement, no other use
of MeaNS is permitted, including, but not limited to:
use or access for the benefit of, on behalf of, or
upon the request of any other party;
reproduction, adaptations, preparation of derivative
works, or distribution of copies of any portion
of MeaNS for any purpose;
renting or loaning access to MeaNS, passwords, or usernames; or
the reverse engineering, decompiling, disassembling, or
attempting to otherwise access any source code for any
LICENSEE warrants that the contents of MeaNS are for
LICENSEE'S or INSTITUTION'S internal use, and may not be resold,
republished, or otherwise distributed to third parties in any
form including, but not limited to, via an internet, intranet,
or extranet site.
LICENSEE shall not assign this Agreement, and any attempt by
LICENSEE to assign it shall be void from the beginning.
LICENSEE agrees to secure and protect access to MeaNS in a
manner consistent with the maintenance of PHE'S rights in
MeaNS and to take appropriate action by instruction or
agreement with its and INSTITUTION'S employees who are
permitted access to MeaNS in order to satisfy LICENSEE'S
obligations under this Agreement.
TITLE AND OWNERSHIP
No ownership rights of PHE in MeaNS are conferred upon
LICENSEE by this Agreement.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
MeaNS IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE.
PHE DOES NOT WARRANT THAT THE DATA AND FUNCTIONS CONTAINED
IN MeaNS ARE COMPLETE, ACCURATE OR ERROR-FREE; THAT THEY WILL
MEET LICENSEE'S REQUIREMENTS; OR THAT OPERATION WILL BE UNINTERRUPTED
OR ERROR FREE.
PHE shall not be liable for special, indirect, incidental,
or consequential damages with respect to any claim on account
of or arising from this Agreement or use of MeaNS, even if
PHE has been or is hereafter advised of the possibility of
Because some countries or states do not allow certain
exclusions or limitations on implied warranties or of
liability for consequential or incidental damages, the above
exclusions may not apply to LICENSEE.
In no event, however, will PHE be liable to LICENSEE, under
any theory of recovery, in an amount in excess of the
license fee paid by LICENSEE under this Agreement.
LICENSEE agrees that PHE has no obligation to provide to
LICENSEE any maintenance, support, or update services.
Should PHE provide access to and use of any revised versions
of MeaNS, LICENSEE agrees that this license agreement shall
apply to such revised versions.
LICENSEE agrees that it will not provide access to or use
MeaNS for or on behalf of INSTITUTION without first obtaining
a clear agreement from INSTITUTION that it accepts all of
the terms and conditions of this Agreement, including but
not limited to the disclaimers of warranty and limitations of
liability in this Article IV of the Agreement.
If LICENSEE at any time fails to abide by the terms of this Agreement,
PHE shall have the right to immediately terminate the license granted
herein, terminate access to MeaNS, and pursue any other legal or
equitable remedies available.
This Agreement shall be construed in accordance with the laws
of the United Kingdom.
Should LICENSEE for any reason bring a claim, demand, or other
action against PHE, its agents or employees, arising out of this
Agreement or MeaNS licensed herein, LICENSEE agrees to bring
said claim only in the United Kingdom Court of Claims.
THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT
OF THE AGREEMENT BETWEEN PHE AND LICENSEE AND SUPERSEDES ALL
PRIOR AGREEMENTS, PROPOSALS, REPRESENTATIONS AND OTHER
COMMUNICATIONS, VERBAL OR WRITTEN, BETWEEN THEM WITH RESPECT
TO ACCESS AND USE OF MeaNS.
THIS AGREEMENT MAY BE MODIFIED ONLY WITH THE MUTUAL WRITTEN
APPROVAL OF AUTHORIZED REPRESENTATIVES OF THE PARTIES.
The terms and conditions of this Agreement shall prevail not
withstanding any different, conflicting, or additional terms or
conditions that may appear in any purchase order or other
document submitted by LICENSEE.
LICENSEE agrees that such additional or inconsistent terms are
deemed rejected by PHE.
Unless otherwise exempt there from, LICENSEE agrees that it
will be responsible for any sales, use or excise taxes imposed
by any governmental unit in this transaction except income taxes.
LICENSEE acknowledges that MeaNS is of United Kingdom origin.
Licensee agrees to comply with all applicable international
and national laws that apply to MeaNS, including the United
Kingdom Export Administration Regulations, as well as end-user,
end-use, and destination restrictions issued by the United Kingdom.