This Agreement is between:
1. The University of Kent whose registered address is The Registry, Canterbury, Kent CT2 7NZ, United Kingdom (“Licensor”); and
2. Licensee as defined in CoSI Registration Form.

Together, (the “Parties”)

Background
A. Kirsten Abbot-Smith (Kent Child Development Unit, School of Psychology), University of Kent has developed the Conversation for Social Interaction programme and materials (CoSI) in collaboration with Alexandra Sturrock (University of Manchester), Danielle Matthews (University of Sheffield), Julie Dockrell (Institute for Education, UCL) and Colin Bannard (University of Manchester). This work was funded by the Nuffield Foundation. The University of Kent owns the Intellectual Property Rights therein. This includes the copyright in the work as defined below.

B. Licensee wishes to acquire rights under CoSI in accordance with the provisions of this Agreement, as updated from time to time.
The Parties agree as follows:

1. Definitions
In this Agreement, the following words shall have the following meanings:
The Conversation for Social Interaction (CoSI) programme, accompanying documentation, lesson plans, games, film clips, training films, icons and any material relating to CoSI that may be made available from time to time;

CoSI Registration Form: The completed registration form outlining the Project, to which these Terms and Conditions are attached. The CoSI Registration Form together with these Licence Terms and Conditions constitute the whole Licence Agreement.

Intellectual Property Rights: Patents, rights to inventions, trademarks, service marks, registered designs, copyrights and related rights, database rights, design rights, rights to use and protect confidential information, in each case whether registered or unregistered, including rights to apply for and be granted and applications for any of the above and any continuations, continuations-in-part, divisional applications, renewals or extensions of, and rights to claim priority from, those rights, and any similar right recognised from time to time in any jurisdiction, together with all rights of action in relation to the infringement of any of the above;

Licence Period: One year from the date upon which the user accepted the Terms and Conditions on the CoSI Registration Form.

Not-For-Profit Use: Use of CoSI for the benefit of the public without financial gain. Examples of not-for-profit use: (1) A local authority, school, teacher or registered charity wishes to use CoSI for educational activities. (2) Use of the work by a not-for-profit business and non-fee charging application. (3) A care provider wishes to use CoSI in their services. Examples of for-profit-use would be any use of CoSI to generate income, e.g.: (1) Charging a third party a fee for using CoSI e.g. A software company charging a school or local authority a fee for using CoSI or the inclusion of CoSI into an existing tool.

Project: As set out in the CoSI registration form.
Territory: As set out in CoSI Registration Form.
Users: Employees, students, independent contractors or visiting researchers of the Licensee.

2. Grant
2.1. Licence. In consideration of the acceptance of the provisions of this Licence, Licensor grants Licensee a non-exclusive and non-transferable licence, for Users to use CoSI solely within Project and for Not-For-Profit Use within Territory, for Licence Period. Licensee and Users should watch the CoSI training videos prior to using it.
2.2. Access. Licences granted under this Agreement are personal to Licensee and cannot be shared with any other individual or organisation, unless otherwise provided in this Licence. Licensee shall supervise the use of CoSI, control access to it and keep it secure. The Licensee remains fully responsible at all times for all acts and omissions of Users and sub-licensees and for ensuring such persons understand and observe this Licence.
2.3. Modifications etc. To the extent that any Intellectual Property Rights in any agreed Modifications are capable of prospective assignment, the Licensee now assigns those Intellectual Property Rights to the Licensor; and to the extent that any such Intellectual Property Rights cannot be assigned prospectively, the Licensee will assign those Intellectual Property Rights to the Licensor as and when created.
2.4. Sub-licensing. Licensee shall not distribute, sub-licence, sell, lend, provide access (including without limitation via a public-access or internal internet site) to the whole or any part of CoSI to, or use it to process the work of, any third party.
2.5. No other licence. Except for the rights expressly set out in this Licence, no licence is granted and all rights (including Intellectual Property Rights), title, interest in and to CoSI in all formats and media throughout the world now or hereafter are and shall remain the exclusive property of the Licensor and other rights holders. Licensee shall inform Licensor promptly if it becomes aware of any infringement or potential infringement of any Intellectual Property Rights in CoSI. The Licence does not of itself include the provision of support or training for the use of the CoSI. Further support or training is available on request to the COSI team via cosi@kent.ac.uk . Such additional support may be subject to a separate agreement specific to the support agreed. Any issues encountered with the CoSI should be reported to Kirsten Abbot-Smith or Alexandra Sturrock via cosi@kent.ac.uk.
2.6. Publication/Acknowledgements. Licensee shall seek written permission from Kirsten Abbot-Smith via K.Abbot-Smith@kent.ac.uk for publications relating to CoSI. Licensee shall acknowledge all authors and use of CoSI in any such publication arising from the Project and/ or the use of CoSI (e.g. report, journal articles, blogs, etc). Licensee will send Kirsten Abbot-Smith via K.Abbot-Smith@kent.ac.uk a copy of any reports or publications which describe work carried out using CoSI, as well as any raw data, and Kirsten Abbot-Smith and the CoSi team (Alexandra Sturrock, Danielle Matthews, Julie Dockrell & Colin Bannard) will be entitled to use all such data, reports and publications and make them available to third parties.
2.9 Data. Licensee must provide Kirsten Abbot-Smith via K.Abbot-Smith@kent.ac.uk, if reasonably requested, with data to demonstrate the impact of CoSI. Data requested may include the context of use and the outcome, and/or a statement regarding the impact CoSI has had or is likely to have on policy, practice, quality of services, children’s language, social or behavioural outcomes as a result of use in the Project.

3. Warranties and Liability
3.1. Disclaimer. No warranty, condition, undertaking or term, expressed or implied, statutory or otherwise, is given or assumed by the Licensor, including without limitation as to non-infringement or the condition, performance, satisfactory quality or fitness for purpose of CoSI or any advice or information given in connection with CoSI and all such warranties, conditions, undertakings and terms are hereby excluded to the fullest extent permitted by law. Licensee shall in exercising its rights under this Licence, comply with all applicable laws, regulations and other similar instruments in Territory, including laws regulating data protection and data confidentiality, and shall at all times be solely liable and responsible for such due observance and performance.
3.2. Indemnity. The Licensee shall indemnify the Licensor and its officers, directors, Council members, employees and representatives (together, the “Indemnitees”) against all third party Claims that may be asserted against or suffered by any of the Indemnitees and which relate to the use by the Licensee of CoSI. “Claims” means all demands, claims and liability (whether criminal or civil, in contract, tort or otherwise) for losses, damages, legal costs and other expenses of any nature whatsoever and all costs and expenses (including without limitation legal costs) incurred in connection therewith.

3.3. Liability of Indemnitees.
a. To the extent that any Indemnitee has any liability in contract, tort, or otherwise under or in connection with this Licence, including any liability for breach of warranty, their liability shall be limited in accordance with the following provisions of this clause.
b. In no circumstances shall any of the Indemnitees be liable for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the Licensee that is (a) of an indirect, special or consequential nature or (b) any loss of profits, revenue, business opportunity or goodwill.
3.4. Saving. Nothing in this Licence excludes any person’s liability to the extent that it may not be so excluded under applicable law, including any such liability for death or personal injury caused by that person’s negligence, or liability for fraud.

4. Termination
4.1. Breach. The Licensor may terminate the Licence Period early by written notice if the Licensee fails to comply with any provision of this Licence, within 14 days of being required to do so in writing.
4.2. Consequences of termination. Upon termination the Licensee shall immediately stop using CoSI and shall certify to the Licensor within 5 days that the Licensee has removed all copies from its systems. The expiry or termination of the Licence Period is without prejudice to any other rights or remedies of either party under the Licence or at law and does not affect any rights or obligations which have arisen or accrued up to and including the date of expiry or termination. Clauses 2.3, 3, 4 and 5 shall survive termination or expiry.

5. General
5.1. Data Protection. Kent Innovation and Enterprise, a department of the University of Kent, will use your data for the processing of contracts. For further information on how your data will be used please see our privacy notice – https://www.kent.ac.uk/enterprise/privacy-notice.html. Kirsten Abbot-Smith and Alexandra Sturrock will use your data for licence processing and to demonstrate impact of CoSI.
5.2. Assignment. The Licensee shall not assign or otherwise transfer all or any part of this Licence, without the Licensor’s prior written consent.
5.3. Law and jurisdiction. The validity, construction and performance of this Licence shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties hereby submit, except that a party may seek an interim injunction in any court of competent jurisdiction.
5.4. Entire Agreement. This Licence constitutes the entire agreement and understanding of the Licensor and Licensee relating to the subject matter of this Licence. This Licence cannot be waived or varied except in writing signed by the Licensor. If the whole or any part of a provision of this Licence is void, unenforceable or illegal in a jurisdiction, it is severed for that jurisdiction, unless it alters the basic nature of this Licence or is contrary to public policy.
5.5. Third parties. Except for the rights of the Indemnitees as provided in clause 3, who may in their own right enforce the provisions of that clause, this Licence does not create any right enforceable by any person who is not a party to it (“Third party”) under the Contracts (Rights of Third Parties) Act 1999, but this clause does not affect any right or remedy of a Third Party which exists or is available apart from that Act. The Parties may amend, renew, terminate or otherwise vary all or any of the provisions of this Licence, including clause 3, without the consent of the Indemnitees.
5.6. Notices. Any notices to be given under this Licence shall be in writing and sent by mail or email only to the following addresses or to such other addresses as the Parties may specify from time to time in writing. They will be deemed to have been received 3 working days after posting or emailing.

For Licensor:
Contract queries: RIS Contracts riscontracts@kent.ac.uk Research and Innovation Support, University of Kent, Rothford, Giles Lane, Canterbury, Kent CT2 7LR

CoSI team queries: cosi@kent.ac.uk

For Licensee: As per CoSI Registration Form