SEAZONE SOLUTIONS MARINE DATA SUB-LICENCE AGREEMENT

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SEAZONE SOLUTIONS MARINE DATA SUB-LICENCE AGREEMENT

THE JISC CONTENT PROCUREMENT COMPANY LIMITED (TRADING AS JISC COLLECTIONS) (Company Number 05747339), a company incorporated in England and Wales and limited by guarantee whose registered offices is at Ground Floor, Brettenham House South, Lancaster Place, London WC2E 7EN

OFFERS to you, the Sub-Licensee, the permission to access and use the Licensed Work and Digital Maps on the terms and conditions as set out in this Sub-Licence. Upon completion of the Order Confirmation and Acceptance Form, as part of the JISC Collections online ordering service your institution will become a non-exclusive Sub-Licensee of JISC Collections.

Acceptance shall be by receipt of the Order Confirmation and Acceptance Form as part of the JISC Collections online ordering service by JISC Collections or a JISC Collections’ authorised agent who will accept delivery on behalf of JISC Collections. Acceptance shall be acceptance of all terms of this Sub-Licence. In the event that no or partial compliance is made as to the manner or form described for acceptance, no sub-licence will be granted and this offer is deemed withdrawn.

RECITALS

WHEREAS the HR Wallingford Ltd. trading as “SeaZone Solutions” Marine Data consists of two types of data HydroSpatial and Charted Raster, with HydroSpatial consisting of 6 topics: Bathymetry and Elevation, Natural and Physical Features, Structures and Obstructions, Socio-economic and Marine Use, Conservation and Environmental Protection, Climate and Oceanography. (“Licensed Work”); as detailed in Appendix 2:

AND WHEREAS the HR Wallingford Ltd. trading as “SeaZone Solutions” Marine Data and all Intellectual Property Rights (as hereafter defined) therein are owned by or licensed to HR Wallingford Ltd. trading as “SeaZone Solutions”

AND WHEREAS by an agreement between HR Wallingford Ltd. trading as “SeaZone Solutions” and JISC Collections (the "SeaZone Solutions Marine Data Supply and Licence Agreement") dated 29th November 2010, JISC Collections is permitted to sub-license the access and use of SeaZone Solutions Data (the Licensed Work) to the Sub-Licensees in accordance with the terms of this Sub-Licence;

JISC COLLECTIONS AND THE SUB-LICENSEE AGREE AS FOLLOWS:

1. DEFINITIONS

1.1 In this Sub-Licence, the following expressions shall have the following meanings:

"Authorised Institution"

means an institution that has accepted the terms and conditions of the Subscription Order and Acceptance Form as part of the Sub-Licence Agreement for as long as such agreement remains in effect

"Authorised Users"

means any students of, staff (both current or retired) of, or visitors to an Authorised Institution who are both properly:

authorised by an Authorised Institution to access the Authorised Institution’s electronic information services via secure authentication; and
registered with a Datacentre in accordance with the procedure as set out in Appendix 3.;

for the avoidance of doubt, students who are registered at an overseas campus of an Authorised Institution (‘Overseas Students’) do not qualify as ‘Authorised Users’ of that Authorised Institution whilst they are overseas (studying or otherwise) However, Overseas Students may qualify as ‘Authorised Users’ during any period spent studying in the UK at an Authorised Institution. Overseas Students will lose their Authorised User status as soon as they leave the United Kingdom.

Persons who are not a current student or member of staff of an Authorised Institution, but who are permitted to access the Authorised Institution’s information services from computer terminals or otherwise within the physical premises of such Authorised Institution ["Walk-In Users"] are also deemed to be Authorised Users, only for the time they are within the physical premises of such Authorised Institution. Walk-In Users may not be given means to access the Licensed Work when they are not within the physical premises of such Authorised Institution. For the avoidance of doubt, Walk-In Users may not be given access to the Licensed Work by any wireless network provided by an Authorised Institution unless such network is a Secure Network

"Commercial Use"

means the use of the whole or any part of the Licensed Work and/or Digital Maps for purposes which either directly or indirectly generate revenue profit or otherwise realise any commercial gain For the avoidance of doubt neither the Fee nor the recovery of direct cost by the Sub-Licensee for Authorised Users constitutes commercial use

"Datacentre"

means a datacentre appointed from time to time by JISC Collections. At the time of this agreement the appointed datacentre is EDINA.

"Digital Data"

means that part of the Licensed Work that will be made available via Secure Authentication as digital data and not as Digital Maps.

"Digital Maps"

means any or all of the maps created by a Datacentre from the Licensed Work to be used in a Service provided by a Datacentre.

"EDINA"

means the national datacentre based at Edinburgh University Data Library which offers the UK tertiary education and research community networked access to a library of data, information and research resources.

"Educational Purposes"

means for the purpose of education, teaching, distance learning, private study and/or research.

"Fee"

means the fee as set out in Appendix 1.

“HEFCE”

means the Higher Education Funding Council for England.

“Institution”

means a higher, further education institution or other organisations in the UK whose name appears on the list of eligible institutions as found on http://www.jisc-collections.ac.uk/Help-and-information/JISC-Banding/

"Intellectual Property Rights"

means patents, trademarks, trade names, design rights, copyright (including rights in computer software and moral rights), database rights, rights in know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world.

"Licensed Work"

means the collection of SeaZone Solutions’ digital data products known to the parties as “SeaZone Solutions Marine Data” comprising the products as listed in Appendix 2 and such other SeaZone Solutions’ data products as JISC Collections and SeaZone Solutions may agree from time to time.

“Service”

means a service provided by JISC Collections or any Datacentre acting on its behalf such as but not limited to Digimap, to include “SeaZone Solutions Marine Data”.

"Secure Authentication"

means access to the Licensed Work by UK Access Management Federation compliant technology, Internet Protocol (“IP”) ranges or by a username and password provided by the Institution or by another means of authentication agreed between the Publisher and the Institution

"Secure Network"

means a network which is only accessible by Secure Authentication

"Sub-Licensee"

means the sub-licensee whose details are set out in the Order Confirmation and Acceptance Form, as part of the JISC Collections online ordering service which can be found at www.jisc-collections.ac.uk. a sample copy of the form is attached hereto .and made a part hereof.

“Use”

means viewing, copying, adaptation, reproduction, manipulation or modification of the Digital Data to create customised maps and models and any further use of such customised maps and models by Authorised Users in accordance with Clauses 3 and 4 of this Sub-Licence Agreement.

1.2 Headings contained in this Sub-Licence are for reference purposes only and shall not be deemed to be an indication of the meaning of the clause to which they relate.

1.3 Where the context so implies, words importing the singular number shall include the plural and vice versa and words importing the masculine shall include the feminine and vice versa.

2 GRANT OF SUB-LICENCE

2.1 The Sub-Licensee agrees to pay the Fee set out in Appendix 1, in consideration of which JISC Collections agrees to grant to the Sub-Licensee a non-exclusive revocable sub-licence to access and use the Licensed Work and Digital Maps and to allow Authorised Users to access and use the Licensed Work and Digital Maps throughout the term of this Sub-Licence by Secure Authentication for Educational Purposes only Commercial Use is prohibited.

2.2 This Sub-Licence supersedes and replaces all previous agreements and licences between the Sub-Licensee and the Higher Education Funding Council for England in relation to the Licensed Work, together with any variations thereto, in their entirety.

3 USE OF THE LICENSED WORK

3.1 Subject to the provisions of Appendices 3 and 4, throughout the term of this Sub-Licence the Sub-Licensee may for Educational Purposes only:

3.1.1 make such temporary local electronic copies of parts of the Licensed Work and Digital Maps as are necessary to ensure efficient use by Authorised Users, provided that such use is subject to all the terms and conditions of this Sub-Licence;

3.1.2 allow Authorised Users to access the Licensed Work and Digital Maps by Secure Authentication in order to search, retrieve, display and view, and otherwise use parts thereof:

3.1.3 allow Authorised Users to electronically save parts of the Licensed Work and Digital Maps;

3.1.4 allow Authorised Users to print out copies of parts of the Licensed Work and Digital Maps;

3.1.5 allow Authorised Users to incorporate parts of the Licensed Work and Digital Maps in printed and electronic course packs, study packs and course notes hosted on a Secure Network, virtual learning environments, managed learning environments and multi-media works. Each item shall carry the following copyright notice Each copy shall carry the following copyright notice "© Crown Copyright/SeaZone Solutions. All Rights Reserved. Licence No. 052006.001 31st July 2011. Not to be Used for Navigation". Course packs in non-electronic non-print perceptible form, such as Braille, may also be offered to Authorised Users;

3.1.6 allow Authorised Users to incorporate parts of the Licensed Work and Digital Maps in printed or electronic form in assignments and portfolios, theses and in dissertations (“the Academic Works”), including reproductions of the Academic Works for personal use and library deposit, if such use conforms to the customary and usual practice of the Sub-Licensee. Reproductions in printed or electronic form of Academic Works containing Digital Maps only may be provided to sponsors of such Academic Works. Reproductions in electronic form of Academic Works containing Digital Data may only be provided to sponsors of such Academic Works where such sponsor holds a licence from the Licensor to use Digital Data. Reproductions in printed form of Academic Works containing Digital Data may be provided to sponsors of such Academic Works. In each case, each item shall carry the following copyright notice "© Crown Copyright/SeaZone Solutions. All Rights Reserved. 052006.001 31st July 2011 Not to be Used for Navigation". Sponsors of Academic Works may not use any Reproductions provided to them under the provisions of this Clause 3.1.6 for any Commercial Use; and

3.1.7 incorporate parts of the Digital Maps in printed and electronic conference papers, articles, articles published in a journal publication and poster sessions;

3.1.8 provide printed or electronic copies of the Licensed Work and Digital Maps at the request of individual Authorised Users;

3.1.9 supply to an authorised user of another Institutional library (whether by post, fax or secure electronic transmission, using Ariel or its equivalent, whereby the electronic file is deleted immediately after printing) a single paper copy of parts of the Licensed Work. Each copy shall carry the following copyright notice "© Crown Copyright/SeaZone Solutions. All Rights Reserved. 052006.001 31st July 2011 Not to be Used for Navigation";

3.1.10 display, download and print parts of the Licensed Work and Digital Maps for the purpose of promotion of the Licensed Work, testing of the Licensed Work and Digital Maps, or for training Authorised Users;

3.1. 11 publicly display or publicly perform parts of the Licensed Work and Digital Maps as part of a presentation at a seminar, conference, or workshop, or other such similar activity;

3.1.12 make such copies of training material and network on a Secure Network such training material as may be required for the purpose of using the Licensed Work and Digital Maps in accordance with this Sub-Licence.

3.1.13 use Digital Maps in brochures, leaflets and flyers for use by the Sub-Licensee;

3.1.14 publish Digital Maps on the website of the Sub-Licensee or websites created by Authorised Users as part of a course or project;

3.1.15 print and use copies of the Licensed Work and Digital Maps as part of a Post Graduate Certificate in Education course in schools.

3.2 Nothing in this Sub-Licence shall constitute a waiver of any statutory right available and held by the Sub-Licensee and/or Authorised Users from time to time under the Copyright, Designs and Patents Act 1988 or any amending legislation.

4 RESTRICTIONS

4.1 Save as provided herein, the Sub-Licensee and Authorised Users may not:

4.1.1 sell, resell the Licensed Work and/or Digital Maps unless the Sub-Licensee has been granted prior written consent by SeaZone Solutions to do so;

4.1.2 redistribute, publish or otherwise make the information contained in the Licensed Work and Digital Maps available in any manner or on any media other than that allowed under this Agreement;

4.1.3 remove, obscure or modify copyright notices, text acknowledgments or other means of identification or disclaimers as they appear;

4.1.5 save in relation to Clauses 3.1.6, 3.1.9, 3.1.14 and 3.1.15, permit or allow anyone other than Authorised Users to access or use the Licensed Work and Digital Maps;

4.1.6 use all or any part of the Licensed Work and Digital Maps for any Commercial Use or for any purpose other than Educational Purposes;

4.1.7 save in relation to Clause 3.1.9, permit the Licensed Work to be electronically transmitted to any other recipient except where the recipient is an Authorised User under the terms of a valid SeaZone Solutions Sub-Licence Agreement.

4.2 This Clause shall survive termination of this Sub-Licence for any reason.

5 RESPONSIBILITIES OF THE SUB-LICENSEE

5.1 The Authorised Institution will:

5.1.1 issue passwords or other access information only to Authorised Users and use all reasonable efforts to ensure that Authorised Users do not divulge their passwords or other access information to any third party;

5.1.2 use all reasonable efforts, including without limitation by use of Secure Authentication, to ensure that only Authorised Users are permitted access to the Licensed Work and Digital Maps;

5.1.3 use all reasonable efforts to ensure that all Authorised Users are made aware of and undertake to abide by the terms of this Sub-Licence;

5.1.4 use all reasonable efforts to monitor compliance with the terms of this Sub-Licence and notify SeaZone Solutions JISC Collections and the Datacentre immediately and provide full particulars on becoming aware of any of the following (a) any unauthorised access to or use of the Licensed Work and Digital Maps or unauthorised use of any of the Sub-Licensee's password(s); or (b) any breach by an Authorised User of the terms of this Sub-Licence. Upon becoming aware of any breach of the terms of this Sub-Licence the Sub-Licensee further agrees promptly to fully investigate and initiate disciplinary procedures in accordance with the Sub-Licensee's standard practice and use all reasonable effort to ensure that such activity ceases and to prevent any recurrence;

5.1.5 comply with all computer security procedures required by SeaZone Solutions, JISC Collections and/or the Datacentre and take all reasonable steps to ensure the security of the Licensed Work and Digital Maps in accordance with the Security Requirements set out in Appendix 3 hereto;

5.1.6 where IP addresses are used as the method of Secure Authentication, provide lists of valid IP addresses to JISC Collections and update those lists on a regular basis the frequency of which will be agreed by the parties from time to time;

5.1.7 make available to SeaZone Solutions on request such information as SeaZone Solutions may reasonably require to use to better understand the type and nature of the specific Educational Purposes carried out by the Sub-Licensee and the Authorised Users using the Licensed Work and Digital Maps. In particular but without prejudice to the generality of the foregoing, SeaZone Solutions may use examples of such use for the preparation of case studies for marketing and developing the Licensed Work and Digital Maps.

6 RESPONSIBILITIES OF JISC COLLECTIONS

6.1 JISC Collections shall use all reasonable efforts to ensure access and use of the Licensed Work in accordance with the provisions as laid down in this Sub-Licence.

6.2 JISC Collections shall use all reasonable efforts to cause customer support services to be provided to the Sub-Licensee and to Authorised Users.

7 USAGE DATA

7.1 The parties shall co-operate in gathering any data on usage of the Licensed Work that is available to them during the term of this Sub-Licence, and shall provide such data to each other upon request.

8 FEE

8.1 The Sub-Licensee shall pay an annual fee to JISC Collections for the Sub-Licence in the amount and upon terms set out in Appendix 1.

9 TERM AND TERMINATION

9.1 The term of this Sub-Licence will commence upon the date of acceptance of this Licence via the Order Confirmation and Acceptance Form and will remain in full force and effect until the anniversary of this Licence [date], unless terminated earlier as provided for in this Clause 9.

9.2 The Sub-Licensee may terminate this Agreement on 31st July 2012, 31st July 2013 , 31st July 2014, or 31st July 2015 by giving JISC Collections sixty days notice to that effect.

9.3 Either party may terminate this Sub-Licence at any time on the material breach or repeated other breaches by the other of any obligation on its part under this Sub-Licence by serving a written notice on the other identifying the nature of the breach. The termination will become effective thirty days after receipt of the written notice unless during the relevant period of thirty (30) days the defaulting party remedies the breach.

9.4 SeaZone Solutions may terminate this Sub-Licence at any time on the material breach or repeated other breaches by the Sub Licensee or Authorised Users of any obligation on its part under this Sub-Licence by serving a written notice on the Sub Licensee identifying the nature of the breach. The termination will become effective thirty days after receipt of the written notice unless during the relevant period of thirty (30) days the Sub Licensee remedies the breach or causes it to be remedied (where the breach is by an Authorised User)

9.5 Notwithstanding anything to the contrary herein, this Sub-Licence will automatically terminate if the Marine Data Supply and Licence Agreement between SeaZone Solutions and JISC Collections terminates for any reason. JISC Collections shall make reasonable endeavours not to cause the Marine Data Supply and Licence Agreement between SeaZone Solutions and JISC Collections to terminate.

9.6 Further, notwithstanding anything to the contrary herein, upon a breach by the Sub-Licensee, on-line access to the Licensed Work and Digital Maps shall be terminated.

9.7 Upon termination of this Sub-Licence, copies of parts of Digital Maps made by the Sub-Licensee or Authorised Users may be retained and used subject to the terms of Clauses 3 and 4 of this Sub-Licence, which terms shall survive any termination of this Sub-Licence.

9.8 Upon termination of this Sub-Licence, and only if requested by JISC Collections all electronic copies of the Digital Data within the possession or control of the Sub-Licensee shall be deleted within thirty (30) days of such request and the Sub-Licensee shall confirm such deletion to JISC Collections. The Sub-Licensee shall also use its reasonable endeavours to procure that any electronic copies of the Digital Data within the possession or control of the Authorised Users are also destroyed within the said period of thirty (30) days. For the avoidance of doubt, printed copies of the Digital Data may be retained and used subject to the terms of Clauses 3 and 4 of this Sub-Licence

10 ACKNOWLEDGEMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

10.1 The Sub-Licensee acknowledges that all Intellectual Property Rights in the Licensed Work and Digital Maps (save for the Intellectual Property Rights in the software used by a Datacentre in the creation of Digital Maps and any Intellectual Property Rights in any Service or Open Access Service provided by a Datacentre other than the Licensed Work and Digital Maps themselves) are the sole and exclusive property of SeaZone Solutions or are duly licensed to SeaZone Solutions and that this Sub-Licence does not assign or transfer to the Sub-Licensee any right, title or interest therein except for the right to use the Licensed Work and Digital Maps in accordance with the terms and conditions of this Sub-Licence.

11 REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

11.1 The Sub-Licensee represents and warrants that it has sufficient authority to enter into and perform its obligations under this Sub-Licence.

11.2 JISC Collections makes no representation or warranty, and expressly disclaims any liability with respect to the content of the Licensed Work and Digital Maps, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. It is expressly agreed that any use by the Sub-Licensee or by any Authorised Users of the Licensed Work and Digital Maps is at the Sub-Licensee’s sole risk.

11.3 The Sub-Licensee agrees to notify SeaZone Solutions and JISC Collections including the Datacentre acting on behalf of JISC Collections immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed Work and Digital Maps. It is expressly agreed that upon such notification, or if SeaZone Solutions becomes aware of such a claim from other sources, SeaZone Solutions may remove such work(s) from the Licensed Work and Digital Maps. At the request of SeaZone Solutions, the Sub-Licensee will remove such work(s) from any copies of the Licensed Work and Digital Maps maintained by the Sub-Licensee and shall make reasonable efforts to remove such works from any copies of the Licensed Work and Digital Maps in the possession or control of the Authorised Users. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Agreement.

11.4 To the extent permitted by law, JISC Collections shall not be liable to the Sub-Licensee for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought by a third party.

11.5 The Sub-Licensee shall fully indemnify JISC Collections and SeaZone Solutions against all claims, demands, actions, costs, expenses (including but not limited to full legal costs and disbursements), losses and damages arising from or incurred by reason of any default, act or omission of the Sub-Licensee or its Authorised Users connected with any infringement or alleged infringement (including but not limited to the defence of such alleged infringements) of any Intellectual Property Rights enforceable in the United Kingdom in connection with the subject matter of this Agreement.

11.6 The Licensed Work and Digital Maps is provided on an “as is” basis, and JISC Collections disclaims any and all warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Work and Digital Maps or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. JISC Collections further expressly disclaims any warranty or representation to Authorised Users, or to any third party. JISC Collections accepts no liability for loss suffered or incurred by the Sub-Licensee or Authorised Users as a result of their reliance on the Licensed Work and Digital Maps.

11.7 The Sub-Licensee represents to JISC Collections that its computer system through which the Licensed Work and Digital Maps will be used is configured, and procedures are in place, to prohibit access to the Licensed Work and Digital Maps by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed Work and Digital Maps; and that during the term of this Sub-Licence, the Sub-Licensee will continue to make all reasonable efforts to bar non-permitted access and to convey appropriate use information to its Authorised Users.

12 FORCE MAJEURE

12.1 Either party’s failure to perform any term or condition of this Sub-Licence as a result of circumstances beyond the control of the relevant party (including without limitation, war, strikes, flood, governmental restrictions, and power, telecommunications or Internet failures or damages to or destruction of any network facilities) ("Force Majeure") shall not be deemed to be, or to give rise to, a breach of this Sub-Licence.

12.2 If either party to this Sub-Licence is prevented or delayed in the performance of any of its obligations under this Sub-Licence by Force Majeure and if such party gives written notice thereof to the other party specifying the matters constituting Force Majeure together with such evidence as it reasonably can give and specifying the period for which it is estimated that such prevention or delay will continue, then the party in question shall be excused the performance or the punctual performance as the case may be as from the date of such notice for so long as such cause of prevention or delay shall continue.

13 ASSIGNMENT

13.1 Neither this Sub-Licence nor any of the rights and obligations under it may be assigned or sub-licensed by the Sub-Licensee without obtaining the prior written consent of JISC Collections, such consent not to be unreasonably withheld or delayed. In any permitted assignment, the assignor shall procure and ensure that the assignee shall assume all rights and obligations of the assignor under this Sub-Licence and agrees to be bound to all the terms of this Sub-Licence.

13.2 Notwithstanding the provisions of Clause 13.1, this Sub-Licence may not be assigned by the Sub-Licensee to any organisation that is not an Authorised Institution.

14. FREEDOM OF INFORMATION

14.1 For the purposes of Clause 14.3 below, “Disclosing Party” means the party to this Agreement from whom the relevant information originated. “Receiving Party” means the party in receipt of the relevant information and which is asked to disclose the relevant information under the FOIA.

14.2 Each party shall, both during and following expiry of this Agreement, use all reasonable endeavours to assist the other party to comply with its obligations (if any) under the FOIA.

14.3 Pursuant to Clause 14.2, but without prejudice to the generality of the same, a Receiving Party shall:

14.3.1 promptly inform the Disclosing Party of any request for information received under the FOIA and the nature of the information being sought;

14.3.2 not disclose, release information or otherwise respond to a request for information without prior reference to, discussion with and authorisation from the Disclosing Party;

14.3.3 consider and apply all lawful exemptions provided under the FOIA to withhold information sought under a request for information

15 GOVERNING LAW AND DISPUTE RESOLUTION

15.1 This Sub-Licence shall be governed by and construed in accordance with English law and the parties irrevocably agree that any dispute arising out of or in connection with this Sub-Licence will be subject to and within the jurisdiction of the English courts.

15.2 Where the parties agree that a dispute arising out of or in connection with this Sub-Licence would best be resolved by the decision of an expert, they will agree upon the nature of the expert required and together appoint a suitable expert by agreement. In default of agreement upon whom to appoint as a suitable expert, such expert shall upon the request of either party be appointed by the Chair for the time being of the Committee of Vice-Chancellors and Principals.

15.3 Any person to whom a reference is made under Clause 15.2 shall act as expert and not as an arbitrator and his decision (which shall be given by him in writing and shall state the reasons for his decision) shall be final and binding on the parties except in the case of manifest error or fraud.

15.4 Each party shall provide the expert with such information and documentation as he may reasonably require for the purposes of his decision.

15.5 The costs of the expert shall be borne by the parties in such proportions as the expert may determine to be fair and reasonable in all circumstances or, if no determination is made by the expert, by the parties in equal proportions.

16 NOTICES

16.1 All notices required to be given under this Sub-Licence shall be given in writing in English and sent by electronic mail, fax or first class registered or recorded delivery to the relevant addressee at its address set out below, or to such other address as may be notified by either party to the other from time to time under this Sub-Licence, and all such notices shall be deemed to have been received (a) 24 hours after successful transmission in the case of electronic mail or fax; (b) fourteen (14) days after the date of posting in the case of first class registered or recorded delivery:

if to JISC Collections:: Lorraine Estelle
CEO
JISC Collections
Brettenham House
5 Lancaster Place
London WC2E 7EN
Email: l.estelle@jisc.ac.uk
if to Seazone Solutions:: Keiran Millard
Group Manager
SeaZone Solutions
Howbery Park
Wallingford
Oxfordshire
Email: k.millard@seazone.com
if to the Sub-Licensee:: [As stated in the Acceptance of Sub-Licence Form]
if to the Datacentre:: Research and Geodata Services Manager
EDINA
Causewayside House,
160 Causewayside,
Edinburgh,
Scotland,
United Kingdom
EH9 1PR
Email: edina@ed.ac.uk
Fax: (0)131 650 3308

17 GENERAL

17.1 This Sub-Licence and its Appendices constitute the entire agreement between the parties relating to the Licensed Work and supersede all prior communications, understandings and agreements (whether written or oral) relating to its subject matter and may not be amended or modified except by agreement of both parties in writing.

17.2 The Appendices shall have the same force and effect as if expressly set in the body of this Sub-Licence and any reference to this Sub-Licence shall include the Appendices.

17.3 SeaZone Solutions may enforce the terms of this Agreement subject to and in accordance with the terms of this Sub-Licence and the provisions of the Contract (Rights of Third Parties) Act 1999, as amended or substituted from time to time.

17.4 The invalidity or unenforceability of any provision of this Sub-Licence shall not affect the continuation in force of the remainder of this Sub-Licence.

17.5 The rights of the parties arising under this Sub-Licence shall not be waived except in writing. Any waiver of any of a party's rights under this Sub-Licence or of any breach of this Sub-Licence by the other party shall not be construed as a waiver of any other rights or of any other or further breach. Failure by either party to exercise or enforce any rights conferred upon it by this Sub-Licence shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.

APPENDIX 1: FEE AND PAYMENT TERMS

1. By completing the Order Confirmation and Acceptance Form as part of the JISC Collections online ordering service , the Sub-Licensee accepts the terms of this Sub-Licence and accepts that it must pay to JISC Collections the total sum of the charges for the whole term of this Sub-Licence in accordance with the applicable JISC Collections charging band. JISC Collections or a JISC Collections’ authorised agent will invoice the Sub-Licensee annually for the applicable charge as set out below. All prices are exclusive of VAT, which will be payable where applicable.

For the avoidance of doubt the term of this Sub-Licence will commence upon the date of receipt by JISC Collections of the Order Confirmation and Acceptance Form and will remain in full force and effect until the date of termination as set out in Clause 9.

In the event that the Sub-Licensee completes the Order Confirmation and Acceptance Form, as part of the JISC Collections online ordering service during a given year, the Sub-Licensee shall pay JISC Collections that part of the applicable charge which represents the period covering the date as set out in the Order Confirmation and Acceptance Form up to the date where the next 12 months subscription period starts. Thereafter the Sub-Licensee will pay JISC Collections the full applicable charges for subsequent years as and where applicable.

Licensee Charges for the Service (ex VAT)

Year 1: August 2010- July 2011
JISC BANDS	Period 1
A - B	£3,320
C - D	£2,175
E - F	£916
G - J	£687

Year 2: August 2011-July 2012
JISC BANDS	Period 1
A - B	£3,465
C - D	£2,290
E - F	£965
G - J	£723

Invoices shall be due and payable no later than thirty (30) days after being issued by JISC Collections or a JISC Collection-authorised agent.

APPENDIX 2: LICENSED WORK

The Licensed Work consists of the following datasets:

SeaZone Charted Raster comprising all scale levels for UK Waters supplied as individual files in GeoTIFF format with LZW compression

SeaZone HydroSpatial, vector marine geographic information for UK Waters consisting of the following Topics and Themes (see notes below).

SeaZone HydroSpatial Topics (ISO Category)	UK Hydrographic Office Derived Datasets (Themes)
Bathymetry & Elevation (BE)	‘Best Available’ Charted Bathymetry (comprising Shoreline, Depth Contours, Depth Areas and Soundings to a maximum scale of 1:250,000) 6 Second of Arc Bathymetric Grid (ASCII Grid Format)
Natural & Physical Features (NP)	Marine Topography Coastal Type, Seabed Type, Bedforms, Water Characteristics
Structures & Obstructions (SO)	Shoreline Constructions Navigational Aids Offshore Installations Wrecks & Obstructions
Socio Economic & Marine Use (SE)	Administrative Boundaries Exclusion & Traffic Zones National Limits (3, 6, 12 and 200 n mile limits) Military Exercise Areas
Conservation & Environmental Protection (CE)	Protected Areas
Climate & Oceanography (CO)	Tidal Port & Stream Database

British Geological Survey, SeaZone Solutions and JISC Collections have agreed that the BGS datasets DigRock250 and DigSBS250 (in which both BGS and SeaZone Solutions hold Intellectual Property Rights)may be supplied by the Licensee as a layer in Marine Digimap, regardless of whether Marine Digimap users subscribe to Geology Digimap. The Licensor shall permit users of Geology Digimap to use DigRock250 and DigSBS250 regardless of whether they subscribe to Marine Digimap.