NOTICE TO USER ("You"): PLEASE READ THIS AGREEMENT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS AND AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED: FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.
THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is entered into by and between Metamolecular, LLC, a California LLC ("Licensor") and You (collectively the "Parties"). The Parties, in consideration of the mutual covenants and conditions contained herein, agree as follows:
1 DEFINITIONS
1.1 "Software" means the software product ChemWriter(TM), consisting of the software package designed and developed by Licensor for the purposes of editing and viewing 2D chemical structures.
1.2 "Deployment" means making available a copy or copies of the Software as an applet on a Web page, whether for a fee or free.
1.3 "Derivative Works" means modification of the Software such as to create a new protectable property as defined by U.S. Copyright laws.
1.4 "Use" means use of the Software for editing and viewing 2D chemical structures.
1.5 "Intellectual Property Rights" means, by way of example but not by way of limitation, all current and future worldwide patents and other patent rights, copyrights, trademarks, service marks, trade names, mask work rights, trade secret rights, technical information, know-how, and the equivalents of the foregoing under the laws of any jurisdiction, including without limitation all applications and registrations with respect thereto, and all renewals and extensions thereof directly related to the Software.
1.6 "Territory" means the entire world, except that Licensor shall have the right to delete, and intends to delete any country or countries from the Territory if, in Licensor's reasonable judgment, the laws or enforcement of such laws in such country or countries do not protect Licensor's Intellectual Property Rights.
1.7 "Licensed Site" means the Web site authorized by Licensor to Deploy the Software.
2 LICENSE GRANTS
2.1 Licensor grants You a limited, royalty-free, non-exclusive, non-transferable, non-sublicensable, right and license in its Intellectual Property Rights solely to Use the Software with the Licensed Site in the Territory.
2.2 EXCLUSION FROM LICENSE GRANT
2.2.1 Copying and Deployment of the Software are expressly forbidden.
2.2.2 Your rights are limited to use of the Software as Deployed. The Licensor retains all Intellectual Property ownership rights. You may not create Derivative Works. You may not create works based on the Software or its selection and arrangement.
2.2.3 Disassembly. You agree not to disassemble or decompile the Software or attempt to reverse engineer, reconstruct or discover any source code or algorithms of the Software by any means whatsoever.
3 Maintenance and Support
Licensor offers no promise to support the Software or provide upgrades or enhancements to the Software of any kind.
4 Term and Termination
4.1 This Agreement will continue in effect for as long as the Software remains Deployed on the Licensed Site or until it otherwise is terminated under the terms of this Agreement.
4.2 Your rights under this License will terminate automatically without notice from Licensor if you fail to comply with any term(s) of this Agreement.
4.3 Upon termination You shall immediately remove the Software from Your computer, storage devices, web sites and any other location from which Software may be stored and retrieved.
4.4 Following termination for any reason, the provisions of this Agreement with respect to warranties, disclaimers and limitation of liability, jurisdiction, severability, and attorney's fees will survive.
5 WARRANTIES, DISCLAIMERS AND LIMITATION ON LIABILITY
5.1 THE SOFTWARE IS PROVIDED AS IS, AND LICENSOR DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, MADE WITH RESPECT TO IT, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5.2 LICENSOR SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER INDIVIDUAL OR ENTITY CONNECTED WITH YOU FOR ANY CLAIM, LOSS, OR DAMAGE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THIS LICENSE OR ARISING OUT OF OR IN CONNECTION WITH (1) THE DEFICIENCY OR INADEQUACY OF THE SOFTWARE FOR ANY PURPOSE, WHETHER OR NOT KNOWN OR DISCLOSED TO LICENSOR; (2) THE USE OR PERFORMANCE OF THE SOFTWARE OR ANY FILES, DATA, OR COMPUTER SYSTEMS RELATED THERETO OR USED IN CONNECTION THEREWITH; (3) ANY INTERRUPTION OR LOSS OF SERVICE OR USE OF THE SOFTWARE, OR ANY FILES, DATA, OR OTHER COMPUTER SYSTEMS; (4) ANY SOFTWARE FAILURE; OR (5) ANY LOSS OF PROFITS, SALES, BUSINESS, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE OF ANY KIND OR NATURE RESULTING FROM THE FOREGOING.
6 MISCELLANOUS
6.1 Jurisdiction, Venue, and Governing Law. This License shall be governed by the laws of the State of California.
6.2 Attorney's Fees. If any legal action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled.
6.3 Equitable Relief. You acknowledge that in the event of breach of this Agreement, no adequate remedy at law may be available to Licensor and that Licensor shall be entitled to seek injunctive or other equitable relief in addition to any relief available at law.
6.4 Severability: If any provision of this Agreement is deemed unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions.
6.5 Entire Agreement. This Agreement constitutes the entire and exclusive agreement between You and Licensor regarding the Software. This Agreement supersedes and replaces all prior negotiations, dealings, and agreements between You and Licensor regarding the Software.