SOFTWARE LICENSING AGREEMENT - QuimP

By downloading, running or otherwise using the Program you agree to the following terms of use:
This Agreement is made between the University of Warwick, whose administrative offices are at University House, 
Kirby Corner Road, Coventry, UK, CV4 8UW ("Warwick") and YOU (the "Licensee") and is effective at the date the 
downloading is completed or the Licensee otherwise uses the Program, whichever is earlier ("Effective Date"). 
Warwick and the Licensee hereinafter referred to jointly as the Parties and each of the Parties separately as a Party.
Whereas, Warwick has developed the Program (as defined below) which is Warwick's proprietary information and material;
and Whereas, Licensee wishes to license the Program from Warwick to be used for the public benefit in non-commercial 
activities. Now, therefore, in consideration of the promises and covenants made herein, the Parties hereto 
agree as follows:

1. DEFINITIONS

1.1 "Intellectual Property Rights" shall mean all statutory protection forms of intellectual property anywhere in the 
world, including without limitation patents, business secrets, database rights, utility models, design rights, 
copyright, trademarks, integrated circuit rights and applications for any of the above.

1.2 Program shall mean the code and related documentation downloaded by the Licensee on the Effective Date, and any part
of it, in object code, source code, or any other software code format, even if translated, modified, or made derivative 
works of by Licensee, or stored on any medium, and including any Intellectual Property Rights associated therewith or 
pertaining thereto anywhere in the world. For the sake of clarity, the license to the Program does not cover any third 
party code even if contained in the download of the Program.

2. LICENSE

2.1 Grant. Subject to the terms of this Agreement, Warwick hereby grants to Licensee, solely for non-commercial 
purposes, for the term of this Agreement, a royalty free, non-exclusive, non-transferable license to: (a) download, 
execute and display the Program; and (b) create bug fixes and modify the Program. Licensee hereby automatically grants 
to Warwick a fully paid up, non-exclusive, royalty-free, irrevocable and transferable license to any Licensee bug fixes 
or modifications to the Program with unlimited rights to sublicense and/or distribute. Licensee agrees to notify Warwick 
and provide any such modifications and bug fixes to Warwick promptly upon their creation.
Licensee is not permitted under this Agreement to use this Program commercially. Use for which any financial return is 
received shall be defined as commercial use, and includes (1) integration of all or part of the source code or the 
Program into a product for sale or license by or on behalf of Licensee to third parties or (2) use of the Program or
any derivative of it for research with the final aim of developing software products for sale or license to a third 
party or (3) use of the Program or any derivative of it for research with the final aim of developing non-software 
products for sale or license to a third party, or (4) use of the Program to provide any service to an external 
organization for which payment is received.
For clarification purposes, academic sponsored research is not considered a commercial use under the terms of this 
Agreement provided that it is i) on not-for-profit terms, ii) it is not intended to produce works, services, or data for
commercial use, and iii) the results are made publicly available to the scientific community.

2.2 No Sublicensing or Additional Rights. Licensee shall not sublicense or distribute the Program, in whole or in part. 
Licensee shall ensure that all of its users agree to the terms of this Agreement. Licensee further agrees that it shall 
not put the Program on a network, server, or other similar technology that may be accessed by anyone other than the 
Licensee and its employees and users who have agreed to the terms of this agreement. Licensee agrees to use reasonable 
efforts to protect the contents of the Program and to prevent unauthorised disclosure by the Licensee or any of its 
users. If the Licensee receives a request to furnish all or any portion of the Program to a third party, Licensee will 
not fulfil such a request but will refer the third party to the webpage from which the Program can be legally 
downloaded.

2.3 License Limitations. Nothing in this Agreement shall be construed to confer any rights upon Licensee by implication, 
estoppel, or otherwise to any computer software, trademark, intellectual property, or patent rights of Warwick, or of 
any other entity, except as expressly granted herein. Licensee agrees that the Program, in whole or part, shall not be 
used for any commercial purpose, including without limitation, as the basis of a commercial software or hardware product 
or to provide services. Licensee further agrees that the Program shall not be copied or otherwise adapted in order to 
circumvent the need for obtaining a license for use of the Program.

2.4 Impact Reporting.  Within sixty (60) days of receiving a written request from Warwick (for which Warwick may send no
more than one (1) request per year), the Licensee shall provide a written impact report detailing:
2.4.1    the use to which the Program has been put in since the date of this Agreement;
2.4.2    the market penetration resulting from the Program;
2.4.3    any developments or improvements to the Program since the date of this Agreement or the date of any such prior 
         report as the case may be; and
2.4.4    any wider impact to society or the economy resulting from the use of the Program of which the Licensee is aware

3. OWNERSHIP OF INTELLECTUAL PROPERTY AND ATTRIBUTION
Licensee acknowledges that ownership and all rights and title to the Program shall remain with Warwick. The Licensee 
shall retain a Warwick copyright notice and notice of attribution to contributors on all copies. Licensee agrees to 
include appropriate attribution to the University of Warwick if any results obtained from use of the Program are 
included in any publication. Warwick shall be notified of the publication and any such publication shall make the 
following citation:
"QuimP [1] used in this study was developed at the University of Warwick with support from BBSRC (BBR grant BB/M01150X/1).”
[1] Piotr Baniukiewicz, Sharon Collier, Till Bretschneider, QuimP: analyzing transmembrane signalling in highly deformable cells. Bioinformatics, Volume 34, Issue 15, 1 August 2018, Pages 2695-2697, https://doi.org/10.1093/bioinformatics/bty169.

Licensee shall not use any trademark or trade name of Warwick, or any variation, adaptation, or abbreviation, of such
marks or trade names, or any names of officers, faculty, students, employees, or agents of Warwick except as agreed 
above for attribution purposes.

4. INDEMNIFICATION
Licensee shall indemnify, defend, and hold harmless Warwick, and its respective officers, faculty, students, employees, 
affiliates and agents, and their respective successors, heirs and assigns, ("Indemnitees"), against any liability, 
damage, loss, or expense (including reasonable legal fees and expenses) incurred by or imposed upon any of the 
Indemnitees in connection with any claims, suits, actions, demands or judgments arising out of any theory of liability 
(including, without limitation, actions in the form of tort, warranty, or strict liability and regardless of whether 
such action has any factual basis) pursuant to any right or license granted under this Agreement.

5. NO REPRESENTATIONS OR WARRANTIES
THE PROGRAM IS DELIVERED AS IS AND AS AVAILABLE. WARWICK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING 
THE PROGRAM OR ANY INTELLECTUAL PROPERTY RIGHT, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR 
REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THE ABSENCE OF LATENT OR OTHER
DEFECTS, WHETHER OR NOT DISCOVERABLE. IN NO EVENT SHALL WARWICK OR ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, 
STUDENTS, AGENTS AND AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL 
DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR 
BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT 
(INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS PROGRAM, EVEN IF ADVISED OF, OR OTHERWISE 
AWARE OF, THE POSSIBILITY OF SUCH DAMAGE.
Notwithstanding any provision to the contrary in this Agreement, nothing shall limit either party’s liability for death 
or personal injury caused by negligence, or for fraud or fraudulent misrepresentation or any other liability which in 
law cannot be limited.

6. ASSIGNMENT
This Agreement may not be assigned by the Licensee and any such assignment shall be null and void. Warwick may assign 
this Agreement to any of its affiliated entities or any entity to which Warwick transfers the Program or all or 
substantially all of its assets or interests related to the Program. This Agreement shall inure to the benefit of and be 
binding upon the Parties and their respective lawful successors and assigns.

7. MISCELLANEOUS

7.1 Entire Agreement. This Agreement sets forth the entire agreement between the Parties relating to the subject matter 
hereof and, upon its execution, supersedes and cancels all prior communication, written or oral between the Parties in 
respect of such subject matter.

7.2 Amendment and Waiver. This Agreement may be amended, supplemented, or otherwise modified only by means of a written 
instrument signed by both Parties. Any waiver of rights or failure to act in a specific instance shall relate only to 
such instance and shall not be construed as an agreement to waive any rights or fail to act in any other instance, 
whether or not similar.

7.3 Severability. In the event that any provision of this Agreement shall, for any reason, be held to be invalid or 
unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof.

7.4 No Partnership. No partnership or agency shall be deemed to be established between the Parties nor shall the 
relationship between the Parties be considered as an employment relationship.

7.5 Termination. Either Party shall have the right to terminate this Agreement for any reason upon written notice to the
other Party. Upon termination, Licensee shall provide Warwick with written assurance that the original and all copies of
the Program have been destroyed, including without limitation all backups.

7.6 Notice. Any notices under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall 
be sent by hand, recognised national overnight courier, electronic mail, or registered or certified mail, postage 
prepaid, return receipt requested. All notices under this Agreement shall be deemed effective upon receipt. Notices to 
Warwick shall be sent to ventures@warwick.ac.uk. Notices to the Licensee shall be sent to any registered address of the
Licensee or the address provided by the Licensee to Warwick on the Effective Date.

7.8 Governing Law and Dispute Settlement. This Agreement shall be governed by the laws of England and Wales, and the 
English Courts shall have exclusive jurisdiction, save that Warwick shall have the right to seek interim injunctive 
relief at any competent court of law.