ChemAxon/Infocom JChem Extensions Feature
JChemExtensions: END USER LICENSE AND NONDISCLOSURE AGREEMENT This Agreement ("Agreement") is entered into between INFOCOM CORPORATION (Sumitomo Fudosan Harajuku Building, 2-34-17, Jingumae, Shibuya-ku, Tokyo, 150-0001, Japan), ("INFOCOM") and "LICENSEE". Subject to the following terms and conditions, INFOCOM grants LICENSEE a non-exclusive license of the following INFOCOM SOFTWARE PRODUCT: JChem Extensions ("SOFTWARE") developed in collaboration between INFOCOM and ChemAxon Kft ("ChemAxon": Záhony u. 7, Building HX, 1031 Budapest, Hungary) for a period designated by INFOCOM. 1. GRANT OF LICENSE. If you or your agent downloads, installs or uses SOFTWARE accompanying this Agreement (including its documentation and any items related to the SOFTWARE, "SOFTWARE PRODUCT"), you, on behalf of the entity (a) identified on the purchase order for the SOFTWARE PRODUCT submitted to, and accepted by INFOCOM (the PURCHASE ORDER"), or (b) granted an evaluation license ("EVALUATION LICENSE") for the SOFTWARE PRODUCT by INFOCOM, (c) granted an academic package license ("ACADEMIC PACKAGE LICENSE") for the SOFTWARE PRODUCT by INFOCOM, (d) granted Marvin Family Nodes license for the SOFTWARE PRODUCT by INFOCOM, thereby accept the terms and conditions of this Agreement and become the "LICENSEE". You hereby represent and warrant that you are authorized to bind to this Agreement the entity identified in the PURCHASE ORDER or granted an EVALUATION LICENSE or granted an ACADEMIC PACKAGE LICENSE. If you do not agree to these terms and conditions, you are not authorized to use the SOFTWARE PRODUCT, and you are required to return the SOFTWARE PRODUCT, including all copies thereof, to INFOCOM for a refund. In case of "EVALUATION LICENSE" and "ACADEMIC PACKAGE LICENSE", you also subject to the following terms and conditions (1-b). 1-a. LICENSE (PURCHASE ORDER) a) LICENSEE may install and use SOFTWARE PRODUCT under conditions identified on the PURCHASE ORDER, b) LICENSEE may copy the SOFTWARE PRODUCT to the extent reasonably necessary to exercise the foregoing license, and for backup and archival purposes; all copies of the SOFTWARE PRODUCT shall be subject to the terms of this Agreement. c) LICENSEE may not reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the SOFTWARE PRODUCT. d) LICENSEE may not modify, alter, or create derivative works of the SOFTWARE PRODUCT in any manner. e) LICENSEE may not rent, lease, loan, sublicense, distribute, or transfer SOFTWARE PRODUCT to any third party. f) LICENSEE may need one or more licenses of ChemAxon's SOFTWARE PRODUCT to evaluate the Test Product. LICENSEE is responsible for the licenses of ChemAxon's SOFTWARE PRODUCT if necessary. 1-b. EVALUATION LICENSE a) LICENSEE may use the SOFTWARE PRODUCT for the purposes of evaluation. b) Prior to installation of the SOFTWARE PRODUCT, LICENSEE will provide INFOCOM, in writing, with the names any other individuals evaluating the SOFTWARE PRODUCT. c) LICENSEE may only use the SOFTWARE PRODUCT on computer systems that are owned, leased or otherwise controlled by LICENSEE. d) LICENSEE may copy the SOFTWARE PRODUCT to the extent reasonably necessary to exercise the foregoing license, and for backup and archival purposes; all copies of the SOFTWARE PRODUCT shall be subject to the terms of this Agreement. e) LICENSEE may not reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the SOFTWARE PRODUCT. f) LICENSEE may not modify, alter, or create derivative works of the SOFTWARE PRODUCT in any manner. g) LICENSEE may not rent, lease, loan, sublicense, distribute, or transfer SOFTWARE PRODUCT to any third party. h) LICENSEE may need one or more licenses of ChemAxon's SOFTWARE PRODUCT to evaluate the Test Product. LICENSEE is responsible for the licenses of ChemAxon's SOFTWARE PRODUCT if necessary. 2. CONFIDENTIALITY. For the purposes of this agreement, "Confidential Information" shall mean: 2.1 All information, documents, and computer SOFTWARE PRODUCT provided by INFOCOM and proprietary to INFOCOM 2.2 All information disclosed by INFOCOM to LICENSEE relating to INFOCOM research, operations, pricing, or future plans. Confidential Information shall not include information generally known to the public or already lawfully known to LICENSEE. LICENSEE acknowledges that Confidential Information is proprietary and trade secret information of INFOCOM. LICENSEE agrees that Confidential Information may not be disclosed to third parties, used, reproduced, or distributed in any way without prior written consent of INFOCOM. 3. TAX. INFOCOM shall bear any tax to be levied under applicable tax laws on the income of INFOCOM arising under this Agreement. In the event that LICENSEE deducts such tax from the income payable to INFOCOM, LICENSEE shall send to INFOCOM, without delay, a tax certificate showing the payment of such tax. 4. OWNERSHIP. INFOCOM and, as the case may be CHEMAXON, reserve all rights in and to the SOFTWARE PRODUCT, which are not explicitly granted to LICENSEE herein. Without limiting the generality of the foregoing, INFOCOM and, as the case may be CHEMAXON, shall retain all title, copyright, and other proprietary interests in the SOFTWARE PRODUCT and any copies thereof, and LICENSEE does not acquire any rights, express or implied, in the SOFTWARE PRODUCT, other than those specifically set forth in this Agreement. 5. TERM AND TERMINATION. INFOCOM may terminate this Agreement at any time upon written notice to LICENSEE. The license granted to LICENSEE under this Agreement will continue until expiration date unless otherwise terminated by INFOCOM. Upon termination of the Agreement, LICENSEE agrees to erase all copies of the SOFTWARE PRODUCT and any related files, from any computers upon which they were installed or created. LICENSEE shall return to INFOCOM all documents and SOFTWARE PRODUCT storage media containing INFOCOM Confidential Information. Termination shall not relieve LICENSEE from obligations arising prior to such termination. 6. WARRANTY DISCLAIMER. THE SOFTWARE PRODUCT IS SUPPLIED "AS IS" WITHOUT WARRANTY OF ANY KIND. INFOCOM: (1) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, (2) DO NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SOFTWARE PRODUCT, (3) DO NOT REPRESENT THAT USE OF THE SOFTWARE PRODUCT WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS, (4) DO NOT WARRANT THAT THE SOFTWARE PRODUCT WILL FUNCTION UNINTERRUPTED, THAT IT IS ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED. 7. LIMITATION OF LIABILITY. IN NO EVENT WILL INFOCOM BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR LOSS OF DATA, FOR ANY REASON WHATSOEVER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF INFOCOM HAS BEEN WARNED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IN ANY CASE INFOCOM'S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE PRODUCT. 8. BREACH OF TERMS. In the event of a breach of any of the terms contained in this agreement, INFOCOM shall be entitled to equitable relief by injunction, in addition to any and all rights and remedies available to it at law or in equity. 9. GENERAL. This Agreement shall be governed by the laws of Japan, excluding its rules governing conflicts of laws and law suit shall be brought in Tokyo District Court. This Agreement is binding upon and shall inure to the benefit of INFOCOM, its successors and assigns. This Agreement represents the entire understanding of the parties, and supersedes all previous communications, written or oral, relating to the subject of this Agreement.