ACE

ACE2 (Altimeter Corrected Elevations) DEM is a global DEM at 3" resolution (approx 90m at the equator).
PLEASE READ THE FOLLOWING LICENCE AGREEMENT CAREFULLY

SCHEDULE

DATA LICENCE AGREEMENT


DE MONTFORT EXPERTISE LIMITED of The Gateway, Leicester, LE1 9BH, United Kingdom (which expression shall include its subsidiaries agents successors and assigns) ('the Licensor') hereby grants to you ('the Licensee') a non exclusive non transferable licence to 'Use' (as hereafter defined) the 'Data' (as hereafter defined)  on a single computer system ('the System') for single use or by the maximum number of concurrent users specified below upon the terms and subject to the conditions contained herein.  'Data' shall mean all the data information and instructions contained on the 'Carrier' (as hereafter defined) and which shall include without limitation all digital topographical and terrain data contained therein.   'Carrier' shall mean the CD-ROM package entitled [ ACE ] Version [   1.0 ].      

This licence entitles the Licensee to:
(a)	load install and use (as hereafter defined) the Data contained on the Carrier on either (as appropriate to the Licensee's System) one Central Processing Unit ('CPU') of the System (a separate licence fee being required for each CPU upon which the Licensee wishes to use the Data), or, if the Licensee's System is multi-user, by a maximum of [ 2] concurrent users;
(b)	Use the Data in accordance with the provisions of Clause 1 of this Licence;

1.	Use of the Data
1.1	For the purposes of this Licence 'Use' shall mean and include:
(a)	utilisation of the Data or any part thereof by copying transmitting or loading the same into the temporary memory (RAM) or installing into the permanent memory (e.g. hard disk CD ROM or other storage device) of the System for the processing of the System instructions or statements contained in such Data;
(b)	copying the Data which is in machine-readable form for Use by the Licensee on the System for the purposes only of back-up provided that no more than two (2) copies shall be in existence under this licence at any one time without prior written consent from the Licensor or as otherwise permitted by the applicable law;
(c)	merging the whole or any part of the Data in machine-readable form into a software program;
(d)	storing the whole or any part of the Data on the System or other storage unit or disk;
1.2	For the purposes of this Licence 'concurrent use' shall mean simultaneous use of the Data by the number of users of the Licensee specified above PROVIDED however that Data installed on a file server for the sole purpose of distribution to other workstations or computers is not being Used for the purposes of ascertaining the number of concurrent users.  Additional concurrent users may only be added by entering into a separate licence agreement with the Licensor or by acquiring a separate, new Carrier.

2.	Licensee's Undertakings
2.1	The Licensee undertakes not to perform any of the acts referred to in this clause 2.1 except to the extent and only to the extent permitted by the applicable law to the Licensee as a lawful user of the Data and only then for the specific limited purpose stated in such applicable law or hereunder.  The Licensee undertakes:
(a)	not to copy the Data (other than for normal System operation and as specified in Clause 1 above) nor otherwise reproduce the same PROVIDED THAT the Licensee may copy the Data for back-up purposes or incidentally in the course of converting the Data in accordance with Clause 2.1 (c) below;
(b)	not to translate adapt vary or modify the Data;
(c)	not to dissemble decompile or reverse engineer the Data provided however that in the case of decompilation the Licensee may incidentally decompile the Data only if it is essential so to do in order to achieve interoperability of the Data with a software program ('Permitted Purpose') and provided the information obtained by the Licensee during such decompilation is only used for the Permitted Purpose and is not disclosed or communicated to any third party whom it is not necessary to disclose or communicate such information without the Licensor's prior written consent and is not used to create any software which is substantially similar to the expression of the Data nor used in any manner which would be restricted by copyright.

2.2	The Licensee undertakes:
(a)	to maintain accurate and up-to-date records of the number and location of all copies of the Data;
(b)	to supervise and control Use of the Data in accordance with the terms of this Licence;
(c)	to ensure that its employees agents and other parties who will use the Data are notified of this licence and the terms hereof prior to such employee, agent or party using the same;
(d)	to reproduce and include the copyright notice of the Licensor on the Data on all and any copies whether in whole or in part in any form including partial copies or modifications of the Data made herein.
(e)	not to provide or otherwise make available the Data in whole or in part  in any form to any person other than the Licensee's employees or as specified in (c) above without prior written consent from the Licensor.
(f)	within 14 days after the date of termination or discontinuance of this Licence for whatever reason to destroy the Data and all updates upgrades or copies in whole and in part in any form including partial copies or modifications of the Data received from the Licensor or made in connection with this Licence and all documentation relating thereto.
3.	Warranty
(a)	The Licensor makes no representations or warranties (whether express or implied) as to the accuracy or otherwise of the Data or its fitness for any particular purpose.
(b)	The Licensee acknowledges that the Data in general is not error-free and agrees that the existence of such errors shall not constitute a breach of this Licence.
(c)	To the extent permitted by the applicable law the Licensor disclaims all other warranties with respect to the Data either express or implied including but not limited to any implied warranties of merchantability or fitness for any particular purpose.
(d)	In the event that the Licensee discovers a material error in a way in which the Data is recorded on the Carrier which substantially affects the Licensee's use of the Data and notifies the Licensor of the error within [90] days from receipt of the Carrier by the Licensee (and the Licensee can evidence the date of such receipt) the Licensor shall at its sole option either refund any payment made by the Customer or replace the Carrier or use all reasonable endeavours to correct by new release (where appropriate) that part of the Carrier which does not so comply and the Licensor shall have no further liability to the Customer 
(e)	The Licensor shall have no liability under the warranty pursuant to paragraph (d) above unless the Carrier is found to have substantial errors pursuant to paragraph (d) above on examination by the Licensor and provided always that;
(i)	where non compliance hereunder has been caused by wilful damage, failure to follow the Licensor's instructions, alteration of the Data incorrect use abuse or corruption of the Data or by use of the Data with other software or any equipment with which it is incompatible; or
(ii)	payment for the Data and Carrier has not been made
the Licensor shall have no liability under the warranty pursuant to paragraph (d) above
(f)	Although the Licensor does not warrant that the Data or the Carrier  shall be free from all known viruses it has used commercially reasonable efforts to check for the most commonly known viruses prior to packaging but the Licensee is solely responsible for virus scanning the Data and the Carrier.
(g)	The Licensor warrants that there are no disabling programs or devices on the Carrier.

4.	Licensor's Liability
(a)	The Licensor shall not be liable to the Licensee for any loss or damage whatsoever or howsoever caused (including but without limitation any indirect special incidental or consequential loss or damage) arising directly or indirectly in connection with this Licence the Data and or the Carrier their use or otherwise except to the extent that such liability may not be lawfully excluded under the applicable law.
(b)	Pursuant to clause 3 (a) above the Licensor makes no representations or warranties (whether express or implied) as to the accuracy or otherwise of the Data and notwithstanding the generality of (a) above the University shall not be liable to the Licensee for any damage or loss howsoever occasioned  caused by the truthfulness untruthfulness or inaccuracy or otherwise of any part of the Data including but not limited to any errors or omissions except to the extent that such liability may not be lawfully excluded under the applicable law.  Without prejudice the generality of the aforegoing the University makes no representations or warranties as to the accuracy or otherwise of the Data where such Data is used in mission critical or life critical applications.
(c)	The University nor any contributor (whether an employee of the University or otherwise)  shall not  be held responsible for any action (or the lack thereof) taken by as a result of the direct or indirect reliance on or otherwise of  the Data except to the extent that such liability may not be lawfully excluded under the applicable law. 
(d)	In the event that any exclusion contained in this Licence shall be held to be invalid for any reason and the Licensor becomes liable for loss or damage that may lawfully be limited such liability shall be limited to the licence fee paid by the Licensee for the Data.
(e)	University employees or agents are not authorised to make any representations concerning Data and/or the Carrier unless authorised and confirmed by the University in writing.  In entering into this licence the customer acknowledges that it does not rely on any such representations which are not so confirmed.
(f)	Any advice or recommendations given by the University or its employees or agents as to the application or use of the Data and/or the Carrier which is not so confirmed in writing by the University is followed or acted upon entirely at the Licensees own risk and accordingly the University shall not be liable for any such advice or recommendation which is not so confirmed.
(g)	Where the Data is used or applied for purposes other than that of academic research or study the Licensee shall indemnify the Licensor against all damage loss and expenses awarded against or incurred by the Licensor in connection with or paid or agreed to be paid by the Licensor in connection with such use or application.

(h)	Without prejudice to the generality of clause 4(a) above except in respect of death or personal injury caused by the Licensor's negligence the Licensor shall not be liable to the customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term or any duty at common law, or for any express terms of this licence for any indirect, special or consequential loss or damage costs expenses or other claims for compensation which arise out of or in connection with the supply of the Data or the Carrier or their use or resale by the customer and the entire liability of the Licensor shall be as provided for in clause 4(a) above.

5.	Copyright, Patents, Trade Marks and Other Intellectual Property Rights
The Licensee acknowledges that any and all of the copyright trade marks trade names patents and other intellectual property rights subsisting in or used or in connection with the Data and/or the Carrier including all documentation and manuals relating thereto are and remain the sole property of the Licensor. 

6.	Confidential Information
(a)	All information data drawings specifications documentation software listings source or object code which the Licensor may have imparted and may from time to time impart to the Licensee relating to the Data (other than the ideas and principles which underlie the Data) is proprietary and confidential.  The Licensee hereby agrees that it shall use the same solely in accordance with the provisions of this Licence and that it shall not at any time during or after expiry or termination of this Licence disclose the same whether directly or indirectly to any third party without the Licensor's prior written consent.
(b)	Subject only to the specific limited provision of Clause 4 (a) above the Licensee further agrees that it shall not itself or through any subsidiary agent or third party use such confidential information to copy reproduce translate adapt vary modify decompile dissemble or reverse engineer the Data nor shall the Licensee sell lease license sub-license or otherwise deal with the Data or any part or parts or variations modifications copies releases versions or enhancements thereof or have any software or other program written or developed for itself based on any confidential information supplied to it by the Licensor.
(c)	The foregoing provisions shall not prevent the disclosure or use by the Licensee of any information which is or hereafter through no fault of the Licensee, becomes public knowledge or to the extent permitted by law.

7.	Force Majeure
The Licensor shall be under no liability to the Licensee in respect of anything which, apart from this provision, may constitute a breach of this licence arising by reason of force majeure.

8.	Termination
(a)	In addition to the provisions for termination as herein provided the Licensor may by notice in writing to the Licensee terminate this Licence if the Licensee is in breach of any term condition or provision of this Licence or required by the applicable law and fails to remedy such breach (if capable of remedy) within 30 days of having received written notice from the Licensor specifying such breach.
(b)	Upon termination, the Licensee shall comply with its undertakings specified in Clause 2.2 (f) above.
(c)	Termination, howsoever or whenever occasioned shall be subject to any rights and remedies the Licensor may have under this Licence or under the applicable law.

9.	Assignment
The Licensee shall not assign or otherwise transfer all or any part of the Data or this Licence without the prior written consent of the Licensor.

10.	Waiver
Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of that party's rights hereunder nor shall in any way affect the validity of the whole or any part of this Licence nor prejudice that party's rights to take subsequent action.

11.	Headings
The headings of the terms and conditions herein contained are inserted for convenience or reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Licence.

12.	Severability
In the event that any of these terms and conditions or provisions shall be determined by any competent authority to be invalid unlawful or unenforceable to any extent such term condition or provision shall to that extent be severed from the remaining terms conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

13.	Law
The parties hereby agree that the Licence concluded between them and constituted on these terms and conditions shall be construed in accordance with English Law and the Licensor and Licencee agree to submit to the non-exclusive jurisdiction of the  English Courts.