End-user license agreement

This End-User License Agreement (the "Agreement") is a binding Agreement between you (individual or separate legal entity) (the "Licensee) and The Nordic Cochrane Centre (the "Licensor"), Rigshospitalet, Blegdamsvej 9, 2100 Copenhagen, Denmark.

1. DEFINITIONS
2. 1. 'Software' shall mean Review Manager (RevMan) - a program developed for The Cochrane Collaboration to assist authors in preparing Cochrane reviews for publication in The Cochrane Database of Systematic Reviews.
   2. 'Documentation' shall mean all on-line help-files or written manuals regarding the use of the Software.
   3. 'Confidential Information' shall mean all Software, all Documentation, all information data, drawings, trade secrets, source codes and readable information regarding the Software and all information of intellectual property nature.
   4. 'Use' shall mean reading, use, storage etc. of the Software by the Licensee.
   5. 'Commercial use' shall mean any use for the purposes of monetary gain by any form of exploitation of Software, apart from preparing and maintaining Cochrane reviews. Use of Software by academic institutions shall not be considered commercial use.
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2. GRANT OF LICENSE
   Scope of Grant: Upon Licensee's payment of a License fee (in relation to commercial use of the Software) and upon accepting this Agreement (in relation to commercial and non-commercial use), Licensor grants to Licensee for the term of this Agreement a non-exclusive, non-transferable, royalty-free, fully paid up right and license to use one copy of the Software and the Documentation on a single computer/workstation, as provided in this Agreement to the Licensee. If the licensed copy of the Software is to be used commercially, more than one user may not use the Software at any time on any single workstation.
3. 1. Confidentiality: Licensee shall not in any way pass on to any third party information regarding the structure or composition or other Confidential Information of the Software to the extent Licensee legally or illegally obtains any such information, without prior written permission from Licensor.
   2. Limitations: Licensor does not grant to Licensee any right to modify, translate or in other way change the Software, or to in any way decompile, disassemble or imitate any part of the Software, without the prior written consent of Licensor or if specifically provided under applicable law. Neither is Licensee permitted to write or develop derived software based on the Software or Confidential Information submitted to Licensee as a result of this Agreement. Licensor does not grant Licensee the right to sell, lease, rent, licence, pledge or in any other way transfer the granted rights to distribute and use the Software.
   3. Copy: Licensee may only copy, duplicate etc. the Software as may be necessary for installation, testing, operation, use and development and for compliance with reasonable IT security procedures.
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3. TITLE TO THE SOFTWARE
4. 1. Licensee acknowledge that (a) the Software and Documentation is proprietary to and constitutes trade secret information of Licensor; (b) Licensor is the owner of the Software and all intellectual property rights vested in the Software, including, but not limited to, copyright, trademark right and design right therein, (c) title and ownership rights to the Software shall remain with the Licensor.
   2. Licensor represents and warrants to the best of its knowledge that it owns or has the necessary rights, including rights to the relevant intellectual property rights, to perform its obligations under this Agreement. No notice has been given to Licensee alleging that the manufacture and sale of the products involves infringement of any intellectual property rights of third parties.
   3. Licensee represents and warrants that Licensee will not decompile, or imitate the Software in full or in part unless and only if firm rules that cannot be declined in the Danish Copyright Law or the European Software Directive grants Licensee the right hereto.
   4. The Licensee shall not in any way use, directly or indirectly, the name, logo or other marks of the Licensor, including but not limited to the names, logos and marks: Review Manager, RevMan, Cochrane Centre, The Cochrane Library and Rigshospitalet. In addition Licensee is not entitled to label any product of their use of the Software as a Cochrane review unless it is accepted for publication in the Cochrane Database of Systematic Reviews.
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4. DELIVERY
5. 1. The Software provided in this Agreement will be delivered on the Internet, where the Licensee can download the Software.
   2. Licensee is obligated, if necessary, to train employees of Licensee itself.
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5. UPDATES AND UPGRADES OF THE SOFTWARE AND SUPPORT
6. 1. Licensor shall not be obligated to provide Licensee with any updates or upgrades of the Software. Licensee can download updates and upgrades of the Software for free if the Software is used non-commercially. If the Software is used commercially, Licensee can download updates of the Software for free and upgrades of the Software will be offered to Licensee at a fifty per cent (50%) discount.
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6. SUPPORT
7. 1. Licensor shall not be obligated to provide Licensee with any support. Should Licensee request support, such support will, if accepted by Licensor, be provided at Licensor's standard rates and according to Licensor's general terms and conditions, which are available from the Information Technology Department at the Nordic Cochrane Centre.
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7. LICENSEES OBLIGATIONS
8. 1. Licensee assumes responsibility for the correct and proper use and management of the Software. Licensee may not use the Software in any way, which could be contrary to the laws of any jurisdiction in the countries where Licensee wishes to distribute the Software.
   2. Whenever distributing the Software to employees, Licensee shall state that Licensor expressly disclaim any warranty, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; and expressly disclaim any liability of Licensor arising out or relating to use or access to (or inability to use or access) the Software by the employee.
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8. DURATION AND TERMINATION
9. 1. This Agreement will commence on Licensee's acceptance of this Agreement and will not terminate, unless terminated by either party in accordance with Section 7 in this Agreement.
   2. Upon a material breach of the obligations under this Agreement by Licensee, Licensor shall have the right, upon written notice to Licensee, to terminate this Agreement, if the breaching party fails to cure such breach within ten (10) days after receipt of written notice thereof. Licensee breach due to not complying with the provisions regarding Confidential Information or Use shall be considered incurable.
   3. Upon the termination of this agreement by any party for any reason, Licensee shall cease to use the Software, and shall promptly uninstall and delete all copies thereof or destroy such copies and warrant in writing that all copies thereof have been destroyed. Licensee shall upon request warrant and represent in writing to Licensor that the Software has been deleted in full and that the Software has not been copied.
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9. PAYMENT (for commercial use only)
10. 1. If the Software is or will be used commercially. Licensee shall pay to Licensor a License fee for each License. A price list can be obtained by contacting the Information Technology department at Nordic Cochrane Centre.
    2. If any sum due to Licensor under this agreement is not paid within ten (10) days of its due date, after proper written notification by Licensor to Licensee detailing such late payment, then (without prejudice to any other rights or remedies available to Licensor) Licensor reserves the right to charge interest on such late payment on a day to day basis at the monthly rate of 1.5 % and to terminate the Agreement without any further notice.
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10. DISCLAIMER OF LIABILITY
11. 1. Licensor provides the Software to Licensee on an "as is" basis. The entire risk as to the results and the performance of the Software is assumed by Licensee and in no event shall Licensor be liable for any direct, indirect, consequential or incidental loss or damages whatsoever caused by or directly or indirectly arising out of this Agreement or the use of or inability to use the Software.
    2. The Licensee agrees that Licensor's liability for damages, if any, shall not exceed the charges paid to Licensor by Licensee under this agreement. Licensee may bring no action, regardless of form, more than 6 months after the Licensee has knowledge of the occurrence, which gives rise to the cause of such action. Any liability towards Licensor shall in any event be limited to the amount Licensor has received from Licensee for the last 12 months.
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11. JURISDICTION AND DOMICILE
12. 1. The applicable laws of Denmark shall govern this Agreement.
    2. Any disputes arising out of this Agreement shall be brought before the Maritime and Commercial Court of Copenhagen, as the court of first instance. If Licensor raises the dispute, Licensor may also decide to bring a suit before the court, where Licensee is domiciled.
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12. GENERAL PROVISIONS
13. 1. Non-assignment. Without the express written consent from Licensor, Licensee may not assign this Agreement, unless assignment takes place as a part of a business transfer where all material assets of Licensee are transferred to a third party.
    2. No Partnership or Agency Created. Nothing contained herein or done in pursuance of this Agreement shall constitute the parties as entering into a joint venture or partnership, or shall constitute either party as the agent for the other party for any purpose or in any sense whatsoever.
    3. Entire Agreement. This Agreement governs the entire collaboration between the parties regarding the subject matter.