NOTICE TO USER: THE SOFTWARE IS FOR NON-COMMERCIAL USE ONLY BY MEDICAL PRACTITIONERS AND ACADEMIC RESEACHERS. PLEASE READ THIS SOFTWARE AGREEMENT ['THE AGREEMENT'] CAREFULLY. BY DOWNLOADING AND /OR USING ALL OR ANY PORTION OF THE CANRISK TOOL AND WEB-SERVICES (“ the Software”) YOU INDICATE YOUR ACCEPTANCE OF THE FOLLOWING TERMS FROM 'THE UNIVERSITY'. YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT IT IS ENFORCEABLE AS IF IT WERE A WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THE CANRISK TOOL IS REGULATED (CARRIES THE CE MARKING) FOR USE IN THE UK AND EUROPEAN ECONOMIC AREA ONLY. The Agreement is between The Chancellor, Masters and Scholars of the University of Cambridge (the 'University') and you, either an individual professional or where employed by your employer legal entity (the ‘Licensee’). BACKGROUND The Authors are employees of the University's Department of Public Health and Primary Care who have written a web-based computer program known as the CanRisk Tool and web-services (the ‘Software'). IT IS AGREED: 1. Definitions 'Authors' means Dr Alex Cunningham, Prof Antonis Antoniou, Prof Douglas Easton, Dr Andrew Lee and Dr Tim Carver; 'Data' means patient risk factors (e.g. age, lifestyle, hormonal), genetic test results and family history data collected in order to guide clinical management options for screening and prevention and provided by Licensee in connection with the Software; ‘Login’ the user’s name and password. 'Purpose' means either or both of the following uses as stated on the User’s registration on the Software registration web page (https://canrisk.org/accounts/register/) ‘Medical Practitioner Use’ (a) non-commercial Use of the Software by medical practitioners only (b) to process the Data to  calculate a patient's mutation carrier probabilities and future breast/ovarian cancer risks; (c) at all times as one indicator within the overall patient clinical context and the terms of applicable medical practitioners professional indemnity or insurance, in order to guide clinical management options for screening and prevention; and (d) provided always that any adverse incidents are notified promptly under the incident management reporting feature in the Software. ‘Research Use’ (a) non-commercial Use of the Software by researchers only for ethically approved academic research (b) to process the Data to  calculate an individual's mutation carrier probabilities and future breast/ovarian cancer risks; and (c) provided always that any adverse incidents are notified promptly under the incident management reporting feature in the Software. ‘The Software’ The CanRisk Tool and web-services computer program that is used to calculate the risks of breast and ovarian cancer in women based on their family history, genetic, lifestyle/reproductive/hormonal risk factors and demographic characteristics. It is also used to calculate the probability that they are carriers of cancer-associated mutations. The current version of which is available via the World Wide Web (https://www.canrisk.org/). The Software includes any updates or modifications made from time to time. ['Term' means unlimited duration subject to clause 4;] and ‘User’ The individual using the Software to make the calculation. 'Use or Using' means to access, display and execute the Software for the Purpose during the Term. 2. Licence The Licensee wishes to acquire a licence to Use the Software and the University has agreed and so hereby grants to Licensee a non exclusive, non transferable, non assignable right to Use the Software during the Term subject to and in accordance with the terms and conditions of this Agreement. On acceptance of the terms and conditions of this Agreement, the Licensee will be given a Login to the Software. The purpose of acquiring the Login is to give the Licensee access to the Software for the Purpose. 3. Ownership and Use of Software 3.1 The Software is provided ‘as is’ (ie. it is not error-free). The Software is regulated (carries the CE marking) for use in the UK and European Economic Area only. Outputs are not to be provided to patients except in the context of the permitted Purpose of ‘Medical Practitioner Use’ with the practitioner taking full responsibility for the extent and method of provision to the patient. 3.2 The University or its rights holders shall have sole and exclusive ownership of all right, title and interest in and to the Software, including all copyright and any other intellectual property rights therein. This Agreement grants a limited licence to Use the Software and shall not be construed to convey title to or ownership of the Software to the Licensee. All rights in and to the Software not expressly granted to Licensee are reserved by the University. The Software is protected by copyright, trademark, patent and other intellectual property rights and laws. Any unauthorised Use of the Software may violate such laws and these terms of Use. 3.3 Ownership of all Data processed Using the Software shall remain with and vest in the Licensee. Licensee shall be responsible for all Data collected, collated and processed using the Software and shall be responsible for compliance with all and any statutory obligations relating thereto. The Licensee must have patient’s explicit consent to provide their personal information to run a calculation using the Software. 3.4 The Licensee shall Use the Software exclusively for the Purpose. The Licensee shall not modify, adapt, disassemble, reverse engineer, decompile, translate or otherwise attempt to discover the source code of the Software, or write or develop any derivative software or any other software program based on the Software or confidential information provided by the University or permit any of these things to happen except to any extent allowed by applicable law. 3.5 The Licensee shall not distribute, sub-license, sell, lend, provide any commercial or fee paying services to third parties, provide access (including without limitation via a public-access internet site) to the whole or any part of the Software or use it to process the data of any third party (except the Data in accordance with the Purpose). 3.6 The Licensee shall keep the Login secure. The Licensee shall not supply the Login to any other party. The Licensee shall refer to the University any request for access to the Software. Where the User is a legal entity, it shall supervise the use of the Software, control access to it and keep it secure; the Licensee remains fully responsible at all times for all acts and omissions of anyone it allows to use the Software and for ensuring such person understands and observes this licence. This responsibility includes without limitation any employee, agent, students, consultant, independent contractor or visiting researcher. 4. Data Security and Incident Reporting 4.1 In order to Use the Software, Licensee will input Data to the Software for processing. 4.2 The Software is web server based and is run on the University's computer network. The University has provided a guide (https://canrisk.org/guide/) detailing instructions for effective use of the Software. Licensee shall comply with all instructions and guidelines in the guide. 4.3 Whilst steps have been taken by the University to ensure that the University’s server and the Data held on it are secure, the University cannot guarantee that its server will not be subject to malicious attacks, and cannot therefore be held responsible or liable for the effects to Licensee in the event of any such attack occurring in the future. 4.4 The Licensee shall ensure that any adverse incident is reported using the reporting tool in the Software. 5. Termination The University may terminate this Agreement [with immediate effect by notifying the Licensee] if the Licensee fails to comply with any of the terms and conditions of this Agreement. Upon termination of this Agreement the Login will become invalid. The obligations of both parties in clauses 2 and 4 shall survive termination of this Agreement for whatever cause. 6. Disclaimer and Limitation of Liability 6.1 The Software is an outcome of University research and is provided free for non-commercial use. Therefore it is provided on an 'As Is' basis, without warranty of any kind. The University makes no representations and extends no warranties of any kind, either expressed or implied as to the accuracy, efficacy, completeness, capabilities or safety of the Software or of any information supplied therewith. The University gives no express or implied warranties of merchantability or fitness for a particular purpose, or that the use of the material will not infringe any patent, copyright, trademark, or other proprietary rights. 6.2 Limitation of Liability 6.3 The limitations and exclusions in this Agreement shall not apply in respect of claims for personal injury or death caused by negligence or in respect of fraud or fraudulent misrepresentation. 6.4 Except as provided by clause 6.3 except to the extent provided by any applicable law, neither the Licensor nor the Authors shall be liable for any damages or expenses of whatsoever nature and howsoever arising (including without limitation in contract, tort, negligence or for breach of statutory duty or misrepresentation) in connection with any right or licence granted or use of the Software or otherwise in connection with this Agreement or any relationships established by it. Without prejudice to the generality of the foregoing, in the event that the Licensor or the Authors should be found liable, then their aggregate liability for direct damages shall be limited to the higher of any payment made by the Licensee under this Agreement and £1,000; and none of them shall be liable for any indirect, incidental, consequential or special damage, or loss of profits, revenue, or business opportunity, loss of goodwill, data loss, business disruption or computer failure. 6.5 The Licensee shall indemnify the Licensor and Authors in full against all direct, indirect, incidental, consequential or special liability, loss, damages, costs or expenses, which are awarded against or incurred by them as a result of any third party claim or threatened claim arising out of or in connection with the Licensees use of the Software. This indemnity applies even if the liability is caused by the Licensor’s or any of the Authors negligence. 6.6 All provisions relating to ownership, exclusion of warranty and limitation of liability shall survive the termination or early expiry of this Agreement. 7. Privacy Policy The privacy policy is available here: https://canrisk.org/privacy-policy/ 8. General 8.1 Dispute Resolution: If the parties are unable to settle any dispute by negotiation within twenty-eight (28) days the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Nothing in this clause prevents the Licensor or Authors applying for injunctive relief to restrain any actual or threatened breach of this Agreement. 8.2 The Licensee may not assign this Agreement. 8.3 This Agreement constitutes the entire agreement and understanding of the parties and supersedes all negotiations, understandings or previous agreement between the parties relating to the subject matter of this Agreement. 8.4 English law shall apply to this Agreement, and the English courts shall have exclusive jurisdiction over construction and interpretation of this Agreement.