ECLiPSe III Academic Software Release Agreement ACAD-08/04 Preamble ECLiPSe has been developed over several years, largely supported by industry funding. Today, ECLiPSe is owned by Cisco Technology Inc. On the academic front, ECLiPSe development continues at IC-Parc, Imperial College London, with the aim of providing an integrated platform for optimization and problem solving with hybrid techniques. The intention of this academic licence is to make ECLiPSe as widely and freely available as possible for academic research and for teaching to an academic audience. You will find that this general academic licence places a number of restrictions on the funding and the results of your research. Should these restrictions prevent you from using ECLiPSe under this general academic licence (for example because your work is industry-funded, or you cannot make your results publicly available), we would like to encourage you to instead apply for a commercial development licence, whose terms and conditions would take account of your specific circumstances. In striving to enhance the applicability and usefulness of ECLiPSe, we greatly appreciate and encourage any kind of cooperation and feedback from our users. Of particular value are contributions of software, which could be either * Modifications to Eclipse (in particular its original set of Generic Libraries) * Newly developed Generic Libraries for ECLiPSe * Other software related to ECLiPSe In case you want to contribute a modification, you give ownership of your modification to the owner, so the legal status of ECLiPSe's initial components does not change and we can continue to licence ECLiPSe without having to involve you in the process. If you want to contribute a new Generic Library, your code remains yours. All we will ask you to do is to grant to all Authorised ECLiPSe users rights of use that are at least equivalent to the rights they have on the original ECLiPSe Generic Libraries. This will allow us to fully integrate your contribution. If you develop any other code or components, you are completely free to decide on the terms and conditions relating to this other code or components. In any case, the ECLiPSe developers will reserve the right to accept or reject a contribution. Terms and Conditions Imperial College of Science, Technology and Medicine in London, hereafter called the Licensor, grants to the Licensee (as identified at the end of this Agreement) a non-exclusive, non-transferable licence to use the computer software and associated documentation known as "The ECLiPSe III Constraint Logic Programming System" owned by Cisco Technology Inc (the "Owner") made available on the Imperial College website, hereafter referred to as the Work, subject to the following conditions: Definitions: "Academic Purposes" means teaching to an academic audience and Academic Research carried out by any Licencee. "Academic Research" means research (1) which is funded only from non-commercial sources, (2) whose results are intended for the public domain and are unencumbered by patents, commercial obligations or other restrictions, and (3) which is carried out independent of any commercial partners. "Authorised ECLiPSe User" means any person who has rights to use the Work in any way; this includes, but is not limited to, the Owner, the Licensor, and every holder of an ECLiPSe academic or commercial licence. "ECLiPSe Program" means a program or set of programs in source form written in the ECLiPSe programming language, or using ECLiPSe libraries, but not containing any part of the Work.. "ECLiPSe Application" means an ECLiPSe Program together with the Work or part of the Work; an ECLiPSe Application is a derivative of the Work. "Generic Library" means a program or a collection of related programs, designed to be re-used without modification as a standard component or module in different applications and packaged in such a way that it can be loaded and executed by an ECLiPSe runtime system and intended for distribution within ECLiPSe. "Work" means the ECLiPSe III Constraint Logic Programming System licensed by the Owner to the Licensor, consisting of (1) a runtime core, (2) a modelling and control language processor, (3) a development environment, (4) a collection of libraries, (5) interfaces for embedding into host environments, (6) interfaces to third-party solvers and (7) documentation and certain library source code. 1. Prerequisites The Licensee is responsible for obtaining any further licence(s) that may be required by any part of the said Work. Rights implied by this Software Release Agreement shall never exceed the rights implied by such further licence(s). 2. Ownership The Licensee agrees that all intellectual property rights in the Work are, and shall at all times remain, the property of the Owner. The Licensee shall have no right, title, or interest therein or thereto except as expressly set forth in this Agreement. Neither the Owner nor the Licensor claim any ownership of ECLiPSe Programs in source form created by the Licensee and this shall be unaffected by the use of the Work. The compiled form of an ECLiPSe Program shall belong to the owner of the corresponding source form. The creation of an ECLiPSe Application shall not affect the ownership of its components. The corresponding ECLiPSe Program remains the property of its owner, and the included parts of the Work remain the property of the Owner. The owner of an ECLiPSe Program or any third party sub-licensee of the same may only use the ECLiPSe Program with the Work if they obtain an appropriate academic or commercial license for the Work. All improvements, enhancements and modifications to the Work made by the Licensee, including but not limited to modifications of the Owner's Generic Libraries, shall be disclosed, promptly after release by the Licensee, to the Owner and the Licensor and all such items shall be assigned to the Owner. The Licensor reserves the right to accept or reject any improvements, enhancements or modifications for future Eclipse releases. The Owner hereby grants and agrees to grant to the Licensee and to all other Authorised ECLiPSe Users a non-exclusive licence to all such improvements, enhancements and modifications assigned to it under this clause. Any new Generic Libraries in connection with the Work developed by the Licensee shall be made available to all Authorised ECLiPSe Users at the time the Libraries are released to a third party and shall be owned by the Licensee. The Owner and the Licensor shall be granted a non-exclusive, royalty free, irrevocable, sub-licensable licence to make, have made, use, import, copy, modify, offer to sell, sell, lease and otherwise distribute all such new Generic Libraries and the Licensee shall grant a non-exclusive licence to use such new Generic Libraries to all Authorised ECLiPSe Users. 3. Limitations on Use This licence permits the Licensee to use the Work for Academic Purposes only. The Licensee shall not distribute the Work, or any part thereof, to others including without limitation the Licensee shall not distribute any ECLiPSe Applications containing the Work or part of the Work, to others. Such distribution requires a separate agreement with the Licensor. The Licensee shall not sell products or services based on the Work, including educational and research services (other than teaching materials and services sold incidental to the teaching of ECLiPSe to an academic audience), or use the Work or any part thereof for any other commercial purpose. Such commercial exploitation requires a separate agreement with the Licensor. This Agreement does not permit the Licensee to disassemble or reverse-engineer the software. The Licensee shall not copy the Work, except as necessary for use and archival purposes. The Licensee shall maintain a record of the number and location of all originals and copies of the Work made during the use of the Work. The Licensee shall notify immediately the Licensor of any unauthorised use or disclosure and cooperate in the prosecution of the malefactor. If at any time the Licensee obtains patent protection anywhere in the world in respect of the exercise of the rights granted under this Agreement the Licensee hereby grants to the Owner, Imperial and all other Authorised ECLiPSe Users a non-exclusive, royalty free, perpetual, irrevocable licence to any such patents, with the right to sub-license such rights. 4. Non-disclosure Subject to its obligations of disclosure to the Owner in paragraph 2, the Licensee shall take all precautions to maintain the confidentiality of the Work; these precautions shall be at least equivalent to those employed by the receiving organisation to protect its own confidential information. 5. Non-exclusivity The Licensee recognises that the Work is released on a non-exclusive basis and the Licensor shall have the right to grant licences to others or to make such other use of the Work as it shall desire. 6. Credits All credits in the Work, both in listings and/or documentation, whether names of individuals or organisations, will be retained intact and in place by the Licensee. The Licensee will acknowledge in any published copy or in any other use of the Work or any derived work the authorship of the Work and the fact that the Work was developed by the Licensor. The Licensee shall not remove any proprietary copyright or trade secret legend from the Work or any part thereof. 7. Product warranty The Work is released on an "as is" basis, and there is no warranty expressed or implied as to the functioning, performance or effect on hardware or other software. The Licensee recognises that neither the Licensor nor the Owner is obliged to provide maintenance, consultation or revision of the Work. 8. Liability None of Licensor, Owner, or the individual shall be responsible for the development and/or maintenance of the Work, and none of the foregoing parties accept any liability of any kind in releasing the Work. 9. Title The Licensor warrants it has the legal right to grant the licence under this Agreement and that, to its knowledge at the time of granting the licence, the Works do not infringe upon the proprietary rights of others. 10. Governing Law This licence shall be subject to and construed and interpreted in accordance with English Law and shall be subject to the jurisdiction of the Courts of England. 11. Severability If any provision or clause of the Agreement for any reason whatsoever should be or become void or unenforceable the remainder of the Agreement shall be unaffected hereby and shall nevertheless remain in full force and effect. 12. Termination Each party shall have the right to terminate this Agreement. The Licensor agrees not to terminate this Agreement unless the Licensee violates it. In addition, the Owner or Licensor may terminate this Agreement immediately if the Owner or the Licensor receives notification from another person that the Work infringes the rights of any other person, with no liability to the Licensor or to the Owner. This Agreement may be terminated by the Licensor at any time upon notice in writing if the Licensee fails to comply with any material term or condition of this Agreement. The Licensee shall have thirty days after notice to cure any failure and avoid termination. Upon termination of this Agreement the Licensee shall return all originals and copies of the software (including the source code) and associated documentation to the Licensor within two weeks, including any technical data or information disclosed in writing, or any related material to that. The Licensee shall ensure that the validity of the protected measures of the Agreement is maintained even after the end of this Agreement. 13. Changes to this agreement This Agreement may only be changed if both parties agree to the proposed changes in writing. 14. Enforcement by the Owner The Owner shall at any time be entitled to enforce the benefit of this Agreement against the Licensee under the Contracts (Rights of Third Parties) Act 1999. We have read this Agreement, understand it, and agree to be bound by its terms and conditions. For the Licensor: IC-Parc, Centre for Planning and Resource Control Imperial College of Science, Technology and Medicine London SW7 2AZ UK Fax: (44) 20 7594 8432 Represented by: Prof. Barry Richards, Director of IC-Parc