REDCap+ Tier L

REDCap

Non-Profit End-User License Agreement-Addendum

This REDCap Non-Profit End-User License Agreement-Addendum (the “Addendum”) is made by and between Vanderbilt University (“Vanderbilt”), a not-for-profit corporation duly organized and existing under the laws of Tennessee and having offices at 2100 West End Ave, Suite 750, Nashville, Tennessee 37203, and your organization through you (the “Licensee”). Both Vanderbilt and Licensee are referred to as the “Parties” or, individually, as a “Party.”

RECITALS

WHEREAS, Vanderbilt is the owner of all rights, title and interest in and to: (i) the Research Electronic Data Capture Software also known as “REDCap”; and (ii) an enhanced version of REDCap known as “REDCAP+” or “RC+”; and

WHEREAS, Licensee has previously obtained a REDCap Non-Profit End-User License Agreement for use of the REDCap Software (the “Agreement”) and desires to also include therein a license to RC+; and

WHEREAS, Vanderbilt is willing to modify the Agreement through addition of this Addendum to grant Licensee a license to RC+ in consideration of Licensee’s satisfaction of its obligations hereunder, and for other good and valuable consideration as set forth below. 

NOW THEREFORE, the Parties hereby agree as follows:

Terms of the Addendum

1. The Parties acknowledge that this Addendum is intended to modify the Agreement by mutual written consent. All capitalized terms used but not defined in this Addendum will have the same meanings given to them in the Agreement. In the event of any conflict or inconsistency between the terms of this Addendum and the terms of the License Agreement, the terms of this Addendum will supersede and control.
2. Addendum Term. The term of this Addendum shall be for one year and shall commence on the date of receipt of the RC+ Fee by Vanderbilt through the Payment Site (the “Starting Date”) and shall expire one year from the Starting Date (the “Addendum Term”), unless renewed for an additional Addendum Term in accordance with Section 3 of this Addendum (a “Renewal”). 
3. Renewal of the Addendum. Prior to expiry of the Addendum Term, Licensee may seek a Renewal by payment of an additional RC+ Fee in accordance with Section 2.8 of the Agreement as modified by this Addendum. Licensee hereby acknowledges and agrees that the RC+ Fee may, in Vanderbilt’s sole discretion, change from time to time and that any Renewal shall be subject to the RC+ Fee indicated on the Payment Site at the time of the Renewal.
4. Effect of Termination of the Addendum. Upon expiration of the Addendum Term, this Addendum shall terminate and all Amendments shall be null, void, and without effect.   For clarity, the Agreement shall continue in effect on its original terms and conditions prior to execution of this Addendum.  
5. Effect of Termination of the Agreement. Notwithstanding anything in this Addendum to the contrary, this Addendum shall immediately terminate upon the termination of the Agreement for any reason.

Amendments to the Agreement

The parties hereby agree that the following amendments to the Agreement (the “Amendments”) shall remain in effect only so long as this Addendum is also in effect and its terms and conditions have been met by the Licensee.

1. The following shall replace the first recital of the Agreement:

Vanderbilt is the owner of all rights, title, and interest in and to: (i) the Research Electronic Data Capture Software also known as “REDCap”; and (ii) the software known as REDCap+ and has the right to grant licenses for use of the Software (as defined in Section 1.5 below). Licensee desires to obtain a license to use said Software for Non-Commercial Research Purposes (as defined in Section 1.6 below) only.

2. The Following shall replace Section 1.5 of the Agreement:

1.5 “Software” means: (i) the Research Electronic Data Capture Software (also referred to herein as “REDCap”); and (ii) the software known as REDCap+, the REDCap and RC+ source code, and any Derivative Works of either of the foregoing created by Vanderbilt, Licensee or other Consortium Members.             

3. The following shall be added after the last sentence of Section 2.6 of the Agreement:

Notwithstanding the foregoing, the Parties hereby agree that: (i) in no event shall any notice period provided under this Section 2.6 extend the Addendum Term; (ii) provided Licensee is not in breach of the Agreement, Vanderbilt, at its sole discretion, shall either: (a) cause the termination of the Agreement to become effective upon the expiration of the Addendum Term, or (b) if terminated prior to the expiration of the Addendum Term, issue a refund to Licensee for any remaining monthly pro rata amount of the RC+ Fee; and (iii) any Termination by Vanderbilt related to Section 6.2 of the Agreement, including, but not limited to, Licensee itself becoming ineligible for a license under any United States export control laws and regulations, shall be effective immediately upon notice of such termination to Licensee with no refund of any portion of RC+ fee. 

4. The Following shall replace Section 2.8 of the Agreement:

2.8 Payment for License. Under the Agreement, Licensee shall pay an annual fee for the inclusion of RC+ in accordance with the Addendum (the “RC+ Fee”). The RC+ Fee shall be set by Vanderbilt in its sole discretion and published on its e-commerce website or a commerce platform designated by Vanderbilt (the “Payment Site”)

5. The Following shall be added after the last sentence of Section 3.3 of the Agreement:

Notwithstanding the foregoing, termination of the Agreement before the end of the Addendum Term by Licensee under this Section 3.2 or Section 2.5 above shall result in Licensee’s forfeit of the RC+ Fee and no refund of any kind, including the full or pro rata amount of such fee, shall be due to Licensee.