Specialised Registers of healthcare studies and their reports

End User Licence Agreement (EULA)

Last updated 27th June 2011. Subject to updates at any time and without prior notification.

The Cochrane Register of Studies (CRS):
The CRS is a bespoke product developed by The Cochrane Collaboration, composed of a Software Application, Software Portal, Web Portal, web services interface and a database administrator’s interface; collectively known as the “application”.

The CRS has been developed by The Cochrane Collaboration to contain and maintain its Specialised Registers (SRs) of healthcare studies and their reports, together with records identified by hand searching of journals, and conference proceedings and records sourced from MEDLINE and EMBASE, published online in theCochrane Central Register of Controlled Trials (CENTRAL) inThe Cochrane Library. The CRS application, plus all of its contents, is known as the CRS “meta register”.

Usage:
The CRS application and/or meta register may be accessed and used freely by any authorised Cochrane contributor - as may from time to time be defined by The Cochrane Collaboration - for the purposes of contributing to the work of The Cochrane Collaboration.

Use and/or access to the CRS application and/or meta register by external organisations and/or external users (defined at this time as any person who is not registered as a member of at least one Cochrane group in the Collaboration’s contacts database ‘Archie’, or a group who is not registered as a Cochrane Entity in Archie, or any person or group registered in Archie who wishes to use the CRS application and/or meta register for work other than that linked to the production of Cochrane Reviews or related Cochrane products) requires the acquisition of a Licence from The Cochrane Collaboration, for which The Cochrane Collaboration reserves the right to charge a fee.

Commercial use of the application and/or meta register by any person or group requires the acquisition of a Licence from The Cochrane Collaboration, for which The Cochrane Collaboration reserves the right to charge a fee.

IMPORTANT:
THIS END USER LICENCE AGREEMENT (“THE AGREEMENT" OR "EULA”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR A GROUP OR ORGANISATION, INCLUDING REGISTERED COCHRANE ENTITIES) AND THE COCHRANE COLLABORATION. PLEASE READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE APPLICATION OR META REGISTER. IT PROVIDES A LICENSE TO USE THE APPLICATION AND META REGISTER AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE APPLICATION OR META REGISTER, YOU ARE AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT.

Agreement:
This End User License Agreement (the "Agreement" or "EULA") is a binding Agreement between you, individual or separate legal entity (the "Licensee"), and The Cochrane Collaboration incorporated in England with registered number 3044323, Charity number 1045921, and an address at Summertown Pavilion, Middle Way, Oxford, OX2 7LG, UK (“the Licensor”).

DEFINITIONS

“Application” shall mean the Cochrane Register of Studies (CRS): a bespoke product developed by the Licensor, composed of a Software Application, Software Portal, Web Portal, web services interface and a database administrator’s interface;
“Meta Register” shall mean the Application plus all of its contents as defined by The Cochrane Collaboration (the Licensor) for its purposes: its Specialised Registers (SRs) of healthcare studies and their reports, together with records identified by hand searching of journals, and conference proceedings and records sourced from MEDLINE and EMBASE, published online in the Cochrane Central Register of Controlled Trials (CENTRAL) in The Cochrane Library;
“Documentation” shall mean all online help-files, written manuals or email help communication regarding the use of the Application or Meta Register;
“Confidential Information” shall mean all components of the Application and Meta Register, all Documentation, all information data, drawings, trade secrets, source codes and readable information regarding the Application and Meta Register and all information of intellectual property nature;
“Access” shall mean the log -in by the Licensee to the Application or Meta Register to view its contents;
“Use” shall mean reading; editing, querying, amending, updating and retrieval of information; storage; and any other activities related to the use of the Application or Meta Register by the Licensee;
“External Access and/or Use” shall mean Access and/or Use to the Application or Meta Register by any person or legal entity who is not a Cochrane contributor (defined at this time as any person who is not registered as a member of at least one Cochrane group in the Collaboration’s contacts database ‘Archie’, or a group who is not registered as a Cochrane Entity in Archie, or any person or group registered in Archie who wishes to use the CRS application and/or meta register for work other than that linked to the production of Cochrane Reviews or related Cochrane products);
“Commercial use” shall mean any use for the purposes of monetary gain by any form of exploitation of Application or Meta Register.

GRANT OF LICENSE
1. Scope of Grant: Upon the Licensee's payment of a License fee (in relation to External Access and/or Use and Commercial Use of the Application and/or Meta Register) and upon accepting this Agreement (in relation to all Access and Use) the Licensor grants to the 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 Application and/or Meta Register and the Documentation on a single computer/workstation, as provided in this Agreement to the Licensee. If the licensed copy of the Application and/or Meta Register is for External Access and/or Use or Commercial Use, more than one user may not use the Application and/or Meta Register at any time on any single workstation.
2. Confidentiality: The Licensee shall not in any way pass on to any third party information regarding the structure or composition or other Confidential Information of the Application and/or Meta Register to the extent the Licensee legally or illegally obtains any such information, without prior written permission from the Licensor.
3. Limitations: The Licensor does not grant to the Licensee any right to modify, translate or in other way change the Application and/or Meta Register, or to in any way decompile, disassemble or imitate any part of the Application and/or Meta Register, without the prior written consent of the Licensor or if specifically provided under applicable law. Neither is the Licensee permitted to write or develop derived software, hardware or webware based on the Application and/or Meta Register or Confidential Information submitted to the Licensee as a result of this Agreement. The Licensee is permitted to develop plug-ins for the CRS software with the express agreement of the Licensor and the completion of the CRS Plug-In Application Form, which can be obtained from the Collaboration’s Chief Executive Officer. The Licensor does not grant the Licensee the right to sell, lease, rent, licence, pledge or in any other way transfer the granted rights to distribute and use the Application and/or Meta Register.
4. Copy: The Licensee may only copy, duplicate etc. the Application and/or Meta Register as may be necessary for installation, testing, operation, use and for compliance with reasonable IT security procedures.
TITLE TO THE APPLICATION AND/OR META REGISTER

The Licensee acknowledges that (a) the Application and/or Meta Register and Documentation is proprietary to and constitutes trade secret information of the Licensor; (b) the Licensor is the owner of the Application and/or Meta Register and all intellectual property rights vested in the Application and/or Meta Register, including, but not limited to, copyright, trademark right and design right therein, (c) title and ownership rights to the Application and/or Meta Register shall remain with the Licensor.
The 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 the Licensee alleging that the manufacture and sale of the products involves infringement of any intellectual property rights of third parties.
The Licensee represents and warrants that the Licensee will not decompile, or imitate the Application and/or Meta Register in full or in part, unless, and only if, clear rules that cannot be declined under English Law or the European Software Directive grants the Licensee the right hereto.
The Licensee shall not in any way use, directly or indirectly, the name, header or other marks of the Licensor, including but not limited to the names, headers and marks of the CRS, The Cochrane Collaboration, The Cochrane Library, CENTRAL and www.cochrane.org. In addition the Licensee is not entitled to label any product of their use of the Application and/or Meta Register as part of the body of work or intellectual property of The Cochrane Collaboration unless it maintained within the CRS Meta Register, or submitted for publication in CENTRAL or another database of The Cochrane Library.

DELIVERY

The Application and/or Meta Register provided in this Agreement will be delivered on the Internet, where the Licensee can download the Application and/or Meta Register.
The Licensee is obligated, if necessary, to train employees of the Licensee itself.

UPDATES AND UPGRADES OF THE APPLICATION AND/OR META REGISTER AND SUPPORT

The Licensor shall not be obligated to provide the Licensee with any updates or upgrades of the Application and/or Meta Register. The Licensee can download updates and upgrades of the Application and/or Meta Register for free if the Application and/or Meta Register is used non-commercially. If the Application and/or Meta Register is used commercially or for another purpose than the production of Cochrane Reviews, the Licensee can download updates and of the Application and/or Meta Register for free and upgrades of the Application and/or Meta Register will be offered to the Licensee at a rate negotiated between both parties at the time of purchase of the Licence.

SUPPORT

The Licensor shall not be obligated to provide the Licensee with any support. Should the Licensee request support, such support will, if accepted by the Licensor, be provided according to The Licensor's general terms and conditions and for External Access and/or Use and Commercial Use at the Licensor's standard rates, as supplied to the Licensee at the time of requesting the support.

LICENSEE’S OBLIGATIONS

The Licensee assumes responsibility for the correct and proper use and management of the Application and/or Meta Register. The Licensee may not use the Application and/or Meta Register in any way which could be contrary to the laws of any jurisdiction in the countries where the Licensee wishes to distribute the Application and/or Meta Register.
Whenever distributing the Application and/or Meta Register to employees, the Licensee shall state that the Licensor expressly disclaims 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 the Licensor arising out or relating to use or access to (or inability to use or access) the Application and/or Meta Register by the employee.

DURATION AND TERMINATION

This Agreement will commence on the Licensee's acceptance of this Agreement and will not terminate, unless terminated by either party in accordance with Section 7 in this Agreement.
Upon a material breach of the obligations under this Agreement by the Licensee, the Licensor shall have the right, upon written notice to the Licensee, to terminate this Agreement, if the breaching party fails to cure such breach within ten (10) days after receipt of written notice thereof. The Licensee breach due to not complying with the provisions regarding Confidential Information or Use shall be considered incurable.
Upon the termination of this agreement by any party for any reason, the Licensee shall cease to use the Application and/or Meta Register, and shall promptly uninstall and delete all copies thereof or destroy such copies and warrant in writing that all copies thereof have been destroyed. The Licensee shall upon request warrant and represent in writing to the Licensor that the Application and/or Meta Register has been deleted in full and that the Application and/or Meta Register has not been copied.

PAYMENT (for External Access and/or Use and Commercial Use of the Application and/or Meta Register only)

The Licensee shall pay to the Licensor a License fee for each License. A price list can be obtained by contacting The Cochrane Collaboration’s Chief Executive Officer, at the Cochrane Collaboration Secretariat secretariat@cochrane.org.
If any sum due to the Licensor under this Agreement is not paid within ten (10) days of its due date, after proper written notification by the Licensor to the Licensee detailing such late payment, then (without prejudice to any other rights or remedies available to the Licensor) the Licensor reserves the right to charge interest on such late payment on a day to day basis at the monthly rate of 1.5 % above the Bank of England base rate as at that time in force and to terminate the Agreement without any further notice.

DISCLAIMER OF LIABILITY

The Licensor provides the Application and/or Meta Register to the Licensee on an "as is" basis. The entire risk as to the results and the performance of the Application and/or Meta Register is assumed by the Licensee and in no event shall the 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 Application and/or Meta Register.
The Licensee agrees that the Licensor's liability for damages, if any, shall not exceed the charges paid to the Licensor by the Licensee under this Agreement. The Licensee may bring no action, regardless of form, more than six (6) months after the Licensee has knowledge of the occurrence, which gives rise to the cause of such action. Any liability towards the Licensor shall in any event be limited to the amount the Licensor has received from the Licensee for the last twelve (12) months.

JURISDICTION AND DOMICILE

This Agreement is governed by, and is to be construed in accordance with, English law.
Any dispute which has arisen or may arise out of or in connection with this Agreement will be brought in the English Courts, as the court of first instance. If the Licensor raises the dispute, the Licensor may also decide to bring a suit before the court, where the Licensee is domiciled.

GENERAL PROVISIONS

Non-assignment. Without the express written consent from the Licensor, Licensee may not assign this Agreement, unless assignment takes place as a part of a business transfer where all material assets of the Licensee are transferred to a third party.
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.
Entire Agreement. This Agreement governs the entire collaboration between the parties regarding the subject matter.