Licensor


      QuantumWise A/S
      Lersø Parkallé 107
      Copenhagen Ø
      DK-2100
      Denmark
      
    

Introduction

Each complete package, including Atomistix Virtual NanoLab(R), Atomistix ToolKit(R) and related documentation, is referred to collectively as the “Software”. The term “use” refers to the loading of the Software into computer memory, or the running of the Software in a CPU. The term “Install” refers to the copying of the Software to a specific location on a machines hard drive. “License Features” are defined as the features in the FLEXlm license file. “Licensee” is defined as the end user of the Software.

BY INSTALLING THIS SOFTWARE LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND LICENSEE AND ITS EMPLOYEES. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR IS UNWILLING TO LICENSE THE SOFTWARE TO LICENSEE AND LICENSEE MUST DISCONTINUE INSTALLATION OF THE SOFTWARE NOW. IN THIS CASE LICENSEE MUST IMMDEDIATELY DISCONTINUE THE DOWNLOADING PROCESS OR (IF APPLICABLE) IMMEDIATELY RETURN THE MEDIUM ON WHICH THE SOFTWARE IS STORED AND ALL ACCOMPANYING DOCUMENTATION TO THE RETAILER WHERE IT WAS PURCHASED TOGETHER WITH PROOF OF PAYMENT.

  1. Delivery

    Licensor distributes the Software in electronic form from its website. Upon request, Licensor will ship the Software to the Licensee on other media. The additional costs of such an arrangement will be covered by the Licensee alone.

  2. Grant and scope of license

    Subject to Licensees compliance with the terms of this Agreement Licensor hereby grants a non-exclusive, non-transferable license to the Licensee to install and use the Software on a network server (floating license) or on an individual workstation computer (node-locked license) for a specified period of time, as indicated in the accompanying license file.

    With a floating license the Licensee is granted the right to run the software according to the individual number of each “License Feature” on any computer in the network during the time period determined in the license file.

    With a node-locked license the Licensee is granted the right to use the software on 1 cpu on 1 workstation, during the time period determined in the license file.

    Part of this software is covered by other licenses. Where relevant, these are enclosed in the installation in their original form, in conjunction with the software component they refer to.

  3. Restrictions

    1. The Licensee may not lease, sub-license, rent, loan, translate, merge, adapt vary, modify or otherwise exploit the Software other than for the Licensees internal business purposes. In case of an academic or non-profit license, the Licensee may use the Software exclusively for non-profit research.

    2. The Licensee may not de-compile, reverse engineer, or disassemble the Software, or otherwise reduce it to a human-perceivable form.

    3. The Licensee may not incorporate, or let others incorporate, the Software, in part or in whole, into another program that may reasonably be considered to constitute, in part or in whole, directly or indirectly, now or in the future, a potential competitor to the licensed Software.

    4. The Licensee may only copy the Software as part of backup and maintenance of the Licensees computer. These archive copies may not be in use at any time and must remain in the possession and control of the Licensee.

    5. Under no circumstances may the Licensee publish anything based on a trial license.

    6. The Licensee undertakes to supervise and control the use of the Software and ensure that the Software is used in accordance with the terms of this Agreement by Licensees employees.

    7. Licensee must permit the Licensor and its representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises, and to the computer equipment located there, at which the Software is being kept or used, and any records kept pursuant to this Licence, for the purpose of ensuring that you are complying with the terms of this Agreement.

  4. Intellectual Property Rights

    1. Licensee acknowledges that all intellectual property rights in the Software throughout the world belong to the Licensor, that rights in the Software are licensed (not sold) to Licensee, and that Licensee has no rights in, or to, the Software other than the right to use it in accordance with the terms of this Agreement.

    2. Licensee acknowledges that it has no right to have access to the Software in source code form or in unlocked coding or with comments.

    3. The integrity of this Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software of the Licensor are not misappropriated. Licensee must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.

  5. Warranty

    Licensor expressly disclaims all warranties, expressed and implied to the extent permissible by mandatory law. The Licensee expressly acknowledges and agrees that (i) the Software has not been developed to meet Licensees individual requirements and that it is therefore Licensees responsibility to ensure that the facilities and functions of the Software as described in any pertaining documentation meet its requirements and (ii) that use of the Software is at the Licensees sole risk. The Software and related documentation are provided “as is”, without warranty of any kind. No oral or written information or advice given by Licensor) or by any of its representatives shall create or imply a warranty.

  6. Liabilities

    1. Under no circumstances shall Licensor or its directors, representatives, employees, or agents, be liable for any loss including but not limited to loss of income, loss of business profits or contracts, business interruption, loss of information, loss of opportunity, goodwill or reputation, loss of, damage to or corruption of data unless such loss is attributable to Licensors fraud [or gross negligence]. Licensor, its directors, representatives, employees, and agents shall not be liable for any incidental, indirect, special or consequential damages arising out of the use, misuse or inability to use the Software howsoever arising. In no event shall the total liability of Licensor to the Licensee exceed the amount paid by the Licensee for the Software.

    2. This Licence sets out the full extent of the Licensors obligations and liabilities in respect of the supply of the Software. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

  7. Termination

    The Licensor may terminate this Agreement immediately by written notice to Licensee if

    1. Licensee commits a breach of any provision of this Agreement; or

    2. the Licensee becomes insolvent or unable to pay its debts, enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts.

    Upon termination for any reason:

    1. all rights granted to Licensee under this Licence shall cease;

    2. Licensee must cease all activities authorised by this Agreement;

    3. Licensee must immediately pay to the Licensor any sums due to the Licensor under this Agreement; and

    4. Licensee must immediately delete or remove the Software from all computer equipment in its possession and immediately destroy or return to the Licensor (at the Licensors option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to the Licensor that it has done so.

  8. Transfer of rights and obligations

    1. This Agreement is binding on Licensee and Licensor and on Licensors respective successors and assigns.

    2. Licensee may not transfer, assign, charge or otherwise dispose of this Agreement, or any of Licensees rights or obligations arising under it, without Licensors prior written consent.

    3. The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of his rights or obligations arising under it, at any time during the term of the Agreement.

  9. Force majeure

    The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of his obligations under this Agreement that is caused by an event outside its reasonable control (Force Majeure Event).

    A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Licensors reasonable control and includes in particular (without limitation) the following:

    1. strikes, lock-outs or other industrial action;

    2. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

    3. fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

    4. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

    5. impossibility of the use of public or private telecommunications networks;

    6. the acts, decrees, legislation, regulations or restrictions of any government.

    The Licensors performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and Licensor will have an extension of time for performance for the duration of that period. Licensor will use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which Licensors obligations under this Agreement may be performed despite the Force Majeure Event.

  10. Waiver

    1. If the Licensor fails, at any time during the term of this Licence, to insist on strict performance of any of the Licensees obligations under this Agreement, or if the Licensor fails to exercise any of the rights or remedies to which it is entitled under this Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve Licensee from compliance with such obligations.

    2. A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default.

    3. No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to Licensee in writing.

  11. General

    1. This Agreement and any document expressly referred to in it represents the entire agreement between Licensor and Licensee in relation to the licensing of the Software and supersedes any prior agreement, understanding or arrangement between Licensor and Licensee, whether oral or in writing.

    2. If any term or provision of this agreement shall be found to be illegal or unenforceable, then, notwithstanding that term, all other terms of this Agreement will remain in full force and effect.

    3. The laws of Denmark will govern this Agreement in all respects. The Copenhagen Maritime and Commercial Court will adjudicate all disputes arising in connection with this agreement. The Licensee acknowledges and agrees that this clause will supersede any conflicting standard clauses, terms, or similar rules that the Licensee may otherwise apply in agreements.

Part of this software is covered by other licenses. Where relevant, these are enclosed in the installation in their original form, in conjunction with the software component they refer to.