CLICK-WRAP SOFTWARE RESEARCH LICENCE AGREEMENT

PLEASE READ BEFORE DOWNLOADING OR COPYING. BY SELECTING THE “I ACCEPT” BUTTON BELOW, OR BY DOWNLOADING OR COPYING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENCE. DO NOT SELECT “I ACCEPT,” DOWNLOAD, OR COPY THIS SPECIFICATION UNTIL YOU HAVE CAREFULLY READ, UNDERSTOOD, AND AGREED TO ALL THE TERMS AND CONDITIONS LISTED BELOW.
IF YOU SELECT “I DO NOT ACCEPT,” THE DOWNLOAD PROCESS WILL NOT PROCEED. IF YOU DO NOT WISH TO AGREE TO THESE TERMS AND CONDITIONS DO NOT DOWNLOAD OR COPY THE SPECIFICATION.

The Science Foundation Ireland Centre for Science, Engineering and Technology (CSET) entitled  ‘Centre for Next Generation Localisation’ (CNGL), part located at Dublin City University together with the National Centre for Language Technology (NCLT), located at Dublin City University has developed certain Software and Documentation that it desires to make available without charge for academic, research, experimental or personal use.  This licence is designed to guarantee freedom to use the Software for these purposes.  If you wish to distribute or make any other use of the Software or Documentation, you may purchase a licence to do so from Dublin City University, but you are not free to do so under this licence.

The accompanying source code is made available to you under the terms and conditions of this CNGL/NCLT Research Licence (“CNGL-RL”).  By clicking the “ACCEPT” button, or by installing or using the code, you are consenting to be bound by this CNGL-RL.  If you do not agree to the terms and conditions of this licence, do not click the “ACCEPT” button, and do not install or use any part of the code.

The terms and conditions in this CNGL-RL not only apply to the source code made available by Dublin City University, through their representative in the CNGL/NCLT, but also to any improvements to, or derivative works of, that source code made by you and to any object code compiled from such source code, improvements or derivative works.

(1) DEFINITIONS

“Commercial Use” shall mean use of Software or Documentation by Licensee for direct or in-direct financial, commercial or strategic gain or advantage, including without limitation: (a) bundling or integrating the software with any hardware product or another software product for transfer, sale or license to a third party (even if distributing the Software on separate media and not charging for the Software); (b) providing customers with a link to the Software or a copy of the Software for use with hardware or another software product purchased by that customer; or (c) use in connection with the performance of services for which Licensee is compensated.  
“Derivative Products” means any improvements to, or other derivative works of, the Software made by the Licensee.
“Documentation” shall mean all manuals, user documentation, and other related materials pertaining to the Software that are made available to Licensee in connection with the Software.
“Licensor” shall mean the Dublin City University through its representatives from the Centre for Next Generation Localisation and National Centre for Language Technology at Dublin City University.
“Licensee” shall mean the person or entity that has agreed to the terms hereof and is exercising rights granted hereunder.
“Software” shall mean the computer program(s) referred to as LORG Parser made available under this CNGL-RL in source code form, including any error corrections, bug fixes, patches, updates or other modifications that Licensor may in its sole discretion make available to Licensee from time to time, and any object code compiled from such source code.
(2) GRANT OF RIGHTS.
Subject to the terms and conditions hereunder, Licensor hereby grants to Licensee a worldwide, non-transferable, non-exclusive licence to:
install, use and reproduce the Software for academic, research, experimental and personal use, but specifically excluding Commercial Use
use and modify the Software to create Derivative Products;
use the Documentation, if any, solely in connection with Licensee’s authorised use of the Software;
make one copy of the Software for backup purposes or archival purposes only. You must reproduce on such copy Dublin City University’s copyright notice and any other proprietary legends that were on the original copy of the Software.
This CNGL-RL confers no rights upon Licensee except to those expressly granted herein.
(3) RESTRICTIONS.
The Software and Documentation contains copyrighted material, trade secrets and other proprietary material owned by Licensor. In order to protect them, and except as permitted by applicable legislation, you may not:
a) distribute, sublicense, or otherwise transfer copies or rights to the Software or Documentation (or any portion thereof) in any way;
b) use the Software (or any portion thereof) or Documentation for Commercial Use, or for any other use except as described in Section 2;
c) copy the Software or Documentation other than for archival and backup purposes;
d) remove any product identification, copyright, proprietary notices or labels from the Software and Documentation;
e) post or distribute the Software online, or store the Software in a data warehouse.

(4) COVENANTS.
Licensee hereby agrees that it will provide a copy of all Derivative Products to Licensor and that its use of the Derivative Products will be subject to all the same terms, conditions, restrictions and limitations on use imposed on the Software under this CNGL-RL.  Licensee hereby grants Licensor a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense and distribute Derivative Products.
(5) PROTECTION OF SOFTWARE AND DOCUMENTATION.
Confidentiality. The Software and Documentation are the confidential and proprietary information of Licensor. Licensee agrees to take adequate steps to protect the Software and Documentation from unauthorised disclosure or use.  Licensee agrees that it will not disclose the Software or Documentation to any third party.
Proprietary Notices.  Licensee shall maintain and place on any copy of the Software or Documentation that is reproduced for internal use all notices as are authorised and/or required hereunder.  Licensee shall include a copy of this CNGL-RL and the following notice, on each copy of the Software and Documentation.  Such licence and notice shall be embedded in each copy of the Software, in the video screen display, on the physical medium embodying the Software copy and on any Documentation:
Copyright © Dublin City University, 2012.  All rights reserved.
DUBLIN CITY UNIVERSITY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THIS SOFTWARE AND DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES OF PERFORMANCE, AND ANY WARRANTY THAT MIGHT OTHERWISE ARISE FROM COURSE OF DEALING OR USEAGE OF TRADE.  NO WARRANTY IS EITHER EXPRESSED OR IMPLIED WITH RESPECT TO THE USE OF THE SOFTWARE OR DOCUMENTATION.  Under no circumstances shall Dublin City University be liable for incidental, special, indirect, direct or consequential damages or loss of profits, interruption of business, or related expenses which may arise from use of Software or Documentation, including but not limited to those resulting from defects in Software and/or Documentation, or loss or inaccuracy of data of any kind.
(6) DISCLAIMER OF WARRANTY ON SOFTWARE.
The Software and related Documentation and information are provided “As Is” and without warranty of any kind. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED CONCERNING THIS SOFTWARE AND DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, , NON-INFRINGEMENT AND WARRANTIES OF PERFORMANCE, AND ANY WARRANTY THAT MIGHT OTHERWISE ARISE FROM COURSE OF DEALING OR USEAGE OF TRADE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SOFTWARE WILL BE FREE OF DEFECTS. 
(7) LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES UNLESS REQUIRED BY APPLICATION LAW SHALL LICENSOR, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE FOR INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, DIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, INTERRUPTION OF BUSINESS, OR RELATED EXPENSES WHICH MAY ARISE AS A RESULT OF THIS LICENCE OR OUT OF THE USE OR ATTEMPT OF USE OF SOFTWARE OR DOCUMENTATION INCLUDING BUT NOT LIMITED TO THOSE RESULTING FROM DEFECTS IN SOFTWARE AND/OR DOCUMENTATION, OR LOSS OR INACCURACY OF DATA OF ANY KIND.  THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL APPLY TO ALL CLAIMS AND ACTIONS OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR ANY OTHER GROUNDS.
IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSS, AND CAUSES OF ACTION, INCLUDING WITHOUT LIMITATION CONTRACT, TORT, NEGLIGENCE, EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.
UNDER NO CIRCUMSTANCES SHALL LICENSOR, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, ARISING OUT OF THE USE OF THE SOFTWARE, ANY INFORMATION, OR DOCUMENTATION, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(8) INDEMNIFICATION.
Licensee shall indemnify, defend and hold harmless Licensor, the Centre for Next Generation Localisation and National Centre for Language Technology at Dublin City University and their officers, agents and employees from and against any claims, demands, or causes of action whosoever caused by, or arising out of, or resulting from, the exercise or practice of the licence granted hereunder by Licensee, its officers, employees, agents or representatives.
(9) TERMINATION.
This term of the Licence will continue indefinitely, or until it is terminated by a party. You may terminate this Licence at any time by destroying the Software, Documentation and any copies of the Software. This Licence will terminate immediately without notice from Licensor if you fail to comply with any provision of this Licence. Upon termination you must destroy the Software, related documentation, and any copy you made of the Software. All provisions, except Section 2 shall survive the termination of this Agreement and continue in effect.
(10) GOVERNING LAW; JURISDICTION AND VENUE.
The validity, interpretation, construction and performance of this CNGL-RL shall be governed by the laws of the Republic of Ireland.  The Irish courts shall have exclusive jurisdiction and venue over any dispute arising out of this CNGL-RL, and Licensee consents to the jurisdiction of such courts.  Application of the United Nations Convention on Contracts for International Sale of Goods is expressly excluded.
(11) EXPORT CONTROLS.
This licence is subject to all applicable export restrictions.  Licensee must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Software/Documentation and its use.  
(12) U.S. GOVERNMENT END-USERS.
The Software is a “commercial item,” as that term is defined by 48 C.F.R.2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R.12.212 (Sept. 1995) and 48 C.F.R.227.7202 (June 1995).  Consistent with 48 C.F.R.12.212, 48 C.F.R.27.405(b)(2) (June 1998) and 48 C.F.R.227.7202, all U.S. Government End Users acquire the Software with only those rights as set forth herein.
(13) MISCELLANEOUS.
If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this CNGL-RL shall not be affected thereby.  Licensee may not assign this CNGL-RL in whole or in part, without Licensor’s prior written consent.  Any attempt to assign this CNGL-RL without such consent will be null and void.  This CNGL-RL is the complete and exclusive statement between Licensee and Licensor related to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings of the parties, if any.  Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this CNGL-RL or of any subsequent default or breach of the same or a different kind.