Public Profiler OAC Coder License
1. Definitions
In this Agreement, the following words shall have the following meanings:
Documentation - Shall mean the user guide to the Software and any other literature or data supplied with the same Software by PUBLIC PROFILER.
Site - Shall mean the single location of the computer where the software is downloaded.
Licence Period - A continual term until revoked by PUBLIC PROFILER
Software - Shall mean the OAC Coder software to be licensed under this Agreement, more fully described in Schedule 1 Part A to this Agreement.
Data - Shall mean the CSV Postcode to OAC lookup table which is included with the software
2. Software Licence
2.1 In consideration of the Licensee agreeing to the Licence to PUBLIC PROFILER, PUBLIC PROFILER hereby grants the Licensee a non-exclusive, non-transferable licence to use the Software to process records for the purpose of OAC coding at the Site and always in accordance with the provisions of this Agreement. The licence granted hereunder does not include the right to grant sub-licences to any third party, without PUBLIC PROFILER's prior written consent.
2.2 The Licensee may at any time during the Licence Period, and must at the end of the Licence Period uninstall the Software from its computer system, whereupon the Licensee's obligations under this Agreement shall cease, other than those under clauses 7 and 10 of this Agreement which are expressed to continue after its termination.
3. LicenseeÕs obligations
3.1 During the Licence Period the Licensee shall not:
a) permit any third party to use the Software in any way whatsoever, nor use the Software on behalf of or for the benefit of any third party in any way whatsoever;
b) make copies of the Software except incidental to normal use of the Software on the computer system and such copies of the Software as are necessary for the purpose of back-up and operational security;
c) make alteration to or modification of the whole or any part of the Software nor permit the Software or any part thereof to be combined with or become incorporated in any other programs, nor decompile or disassemble the object code version of the Software nor attempt to do any of such things, save only according to the extent that such cannot be precluded by section 296A of the Copyright, Designs and Patents Act 1988;
3.2 During and after the Licence Period and with no time limitation, the Licensee commits to the following terms:
a) That the computer algorithms and data contained in the Software are kept confidential and not released to third parties other than with the prior written consent of PUBLIC PROFILER
b) That the OAC codes appended to particular records using the software are kept confidential and are not used to reverse engineer the data contained in the application
c) That if the Data included with the software is used for any other purpose, then the user must comply with the full terms of the ONS NSPD Open license
(http://www.ons.gov.uk/about-statistics/geography/products/geog-products-postcode/nspd/index.html)
d) That you acknowledge that at all times the copyright in the Data, in any format, belongs to the Crown, or have been licensed to the Crown. The following attribution statements apply which must be acknowledged when the Data is used:Contains Ordnance Survey data © Crown copyright and database right 2010;Contains Royal Mail data © Royal Mail copyright and database right 2010;Contains National Statistics data © Crown copyright and database right 2010.
4. Software support services
4.1 During the licence agreement PUBLIC PROFILER will notify the client of any new versions of the OAC Coder software and data that might be created for general release.
4.2 No technical support will be provided by PUBLIC PROFILER to the client on the use of the free OAC Coder software
5. Acknowledgement
5.1 PUBLIC PROFILER may state in any publicity and other promotional materials that the Licensee is a user of the Software during the existence of this Agreement.
5.2 The Licensee shall acknowledge the authors and use of the Software in the publication of any results achieved through use of the Software. Trademark and other proprietary notices must also be reproduced but the Licensee has no other right to use the name, arms, trademark, logo or other designation of Public Profiler or UCL.
6. Intellectual Property Rights
6.1 Copyright and all other intellectual property rights in the Software and the Documentation shall remain at all times the property of PUBLIC PROFILER or its licensor and the Licensee shall acquire no rights in any such material except as expressly provided in this Agreement.
6.2 The Licensee has no right to have access to the Software in source code form or in unlocked coding or with comments.
6.3 The Licensee undertakes that all material (including the Software and Documentation) belonging to or under the control of PUBLIC PROFILER to which the Licensee gains access or receives directly or indirectly as a result of the operation of this Agreement shall not be used by the Licensee or accessed by any of its employees or other person involved on its behalf in using the Software for any purpose other than strictly as necessary to exercise its rights or perform its obligations under this Agreement, nor shall any such material be disclosed to any other party by the Licensee. The Licensee shall ensure that any of its employees or other person involved on its behalf in using the Software is bound by an undertaking in substantially the same terms as this clause 6.3 and Licensee shall enforce such undertaking at the request of PUBLIC PROFILER. The obligations in this clause 6.3 shall not apply to such material as the Licensee is able to show at the relevant time has become public knowledge other than by reason of the breach of any term of this Agreement by the Licensee, its employees or other person involved on its behalf in using the Software.
6.4 If so permitted by PUBLIC PROFILER, or if not so permitted but notwithstanding any obligation to the contrary contained in this Agreement, the Licensee makes any alteration, improvement, enhancement or other modification to the Software or Documentation, all rights and property in such modification shall belong to PUBLIC PROFILER and the Licensee shall promptly provide PUBLIC PROFILER with full details of such modification, and shall take such other steps as PUBLIC PROFILER may reasonably require, at the expense of PUBLIC PROFILER, to perfect the vesting of rights and property in such modification in PUBLIC PROFILER.
6.5 The Licensee shall give prompt notice to PUBLIC PROFILER if the Licensee becomes aware of any unauthorised use or exploitation of the whole or any part of the Software or the Documentation by any person or body.
7. Confidentiality
7.1 During and after the Licence Period the Licensee shall treat the Software and all information concerning it which is either supplied to it or of which it becomes aware as confidential and accordingly shall not:
(a)disclose any such information to any third party; or
(b) disclose any such information to any employee who has not acknowledged in writing the confidentiality of such information; or
(c) use any such information other than for the purpose of its own internal use, testing and Licence of the Software except to the extent that such information is or becomes public knowledge other than through any fault of PUBLIC PROFILER and shall at the request of PUBLIC PROFILER and at its own cost take such proceedings as may be necessary to preserve the confidentiality of such information.
8. Non-competition
8.1 During the Licence Period the Licensee undertakes not to supply, and/or develop on behalf of any third party or develop or supply to any third party, any product which competes whether directly or indirectly with the Software. Such products shall include any software which operates as a stand-alone product, or whether as part of, or integrated into, another software product or website, whether can only operate in conjunction with another product, whether another product is owned, licensed to or used by the Licensee.
8.2 This obligation shall not restrict the Licensee from itself undertaking internal research and development work in respect of such competing products but the Licensee shall not undertake any marketing or promotional activities in respect of the same prior to expiry of such period.
8.3 For the avoidance of doubt, the provisions of this Clause 8 shall survive the expiration of this Agreement and/or the Software Licence.
9. Exclusion of warranties
9.1 The Licensee accepts and acknowledges that this Agreement does not set out any warranty in respect of the Software other than that save as expressly provided for in this Agreement and any condition or warranty implied by law as to the quality or fitness for purpose of the Software or as to any services provided hereunder in relation to the Software is hereby excluded to the fullest extent permitted by law. For the avoidance of doubt, PUBLIC PROFILER gives no warranty, in respect of:
(a) Any failure of the Software to operate due to changes in the operating environment or in any operating system after the Commencement Date; or
(b) Any failure of the functions provided by the Software to meet the Licensee's requirements or those of any user or to operate in combination with any hardware or other software which may be selected for use by the Licensee or any user.
9.2 The Licensee acknowledges and accepts:
(a) That the Software assigns an OAC code using a unit postcode, but this result has a margin or error related to the precision of lookup between unit postcode and output area.
(b) That PUBLIC PROFILER has not produced the Software to meet the Licensee's own specification or that of any user;
(c) That the Software cannot be tested in every possible combination and operating environment and that it is not possible to produce economically (if at all) computer programs known to be error free or which operate in an uninterrupted manner and that not all errors are necessarily capable of rectification.
9.3 PUBLIC PROFILER shall not be liable to the Licensee for any indirect or consequential loss, damage or expense of any kind whatsoever arising out of or in connection with the Software or this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise.
9.4 Subject always to clause 9.2 and 9.3, PUBLIC PROFILER's liability in contract, tort, negligence, breach of statutory duty or otherwise with respect to any claim arising in respect of its acts or omissions under or in connection with this Agreement shall be limited to the sums received by PUBLIC PROFILER at the date of the claim relating to such act or omission.
10. Indemnity
10.1 The Licensee shall indemnify and hold harmless PUBLIC PROFILER, its officers, employees and agents (the 'Indemnitees') against all third party Claims which may be asserted against or suffered by any of the Indemnitees and which relate to the use of the Software by or on behalf of the Licensee or by any third party, including without limitation claims based on product liability laws.
10.2 For the purposes of this clause 10, 'Claims' shall mean 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.
10.3 For the avoidance of doubt the indemnity shall apply:
(a) during and after the termination of this Agreement; and
(b) whether or not that the Software is used by the Licensee within or without this Agreement and/or for the Permitted Purposed ; and
(c) whether a third party uses the guidelines which are produced within our without this Agreement and/or are produced within our without the Permitted Purpose
11. General
11.1 The Licensee may not assign its rights and obligations under this Agreement.
11.2 This Agreement shall not be amended except in writing by duly authorised signatories of the Parties. In the event that any or any part of the terms, conditions or provisions contained in this Agreement are 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 and enforceable to the fullest extent permitted.
11.3 This Agreement supersedes and cancels all previous agreements and working arrangements whether oral or written, express or implied between the parties in respect of or in connection with the matters referred to in this Agreement.
11.4 No waiver of any term or condition of this Agreement shall be effective unless made in writing and signed by the party against which enforcement of the waiver is sought. The waiver of any breach of any term or any condition of this Agreement shall not be construed as a waiver of any subsequent breach of a term or condition of the same or a different nature.
11.5 Any notice required to be served by this Agreement shall be given in writing and served personally or by prepaid post addressed to either party at its address given above or its last known address. Any notice so posted shall be deemed in the absence of evidence of earlier receipt to have been served three days after such posting and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and posted as a prepaid letter. Any change of address by any party during the term of this Agreement shall be notified promptly to the other party in the like manner.
11.6 This Agreement shall be governed by and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts.
11.7 Except as otherwise provided for herein, nothing in this Agreement shall confer or purport to confer on any third party any benefit or any right to enforce any terms of this Agreement.
Schedule 1 A. Description of the Software:The Output Area Classification (OAC) and is a free geodemographic provided by the Office for National Statistics (ONS). It is built entirely from 2001 Census data and has an open and peer reviewed methodology. The OAC classification has an active user group which has it's own website: www.areaclassification.org.uk. This website contains lots of useful information about OAC, how it was created and how it can be used. OAC Coder Software
The OAC classification is currently disseminated by the ONS at the Output Area Level. For a lot of users this is problematic given that most address records will typically of lists of unit postcodes. A recent development at the Ordnance Survey called OS OpenData has created a public domain lookup table of postcode locations. Using this data we have created a free tool which can read a CSV file of postcodes then append the corresponding OAC code for these addresses. The only bad news is that the OS postcode data does not currently include postcodes from Northern Ireland, and as such, our OAC coder tool doesn't currently support Northern Ireland OAC coding - however we hope in the future this can be rectified as more open data is released.