End User License Agreement
Atomistix ToolKit(R) and Virtual NanoLab(R) License to Use
Agreement ("Agreement")

Licensor:
QuantumWise A/S
Gyvelvej 20
DK-2680 Solrød Strand
DENMARK
E-mail: This e-mail address is being protected from spambots. You need JavaScript enabled to view it

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 machine's 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 Licensee's 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

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

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

(c) 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.

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

(e) Under no circumstances may the Licensee publish anything based on a
trial license.

(f) 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 Licensee's employees.

(g) Licensee must permit the Licensor and it's 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

(a) 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.

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

(c) 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 Licensee's individual requirements and that it is therefore
Licensee's responsibility to ensure that the facilities and functions of
the Software as described in any pertaining documentation meet it's
requirements and (ii) that use of the Software is at the Licensee's 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

(a) 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 Licensor's 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.

(b) This Licence sets out the full extent of the Licensor's 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:

(a) Licensee commits a breach of any provision of this Agreement; or

(b) 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:

(a) all rights granted to Licensee under this Licence shall cease;

(b) Licensee must cease all activities authorised by this Agreement;

(c) Licensee must immediately pay to the Licensor any sums due to the
Licensor under this Agreement; and

(d) Licensee must immediately delete or remove the Software from all
computer equipment in it's possession and immediately destroy or return
to the Licensor (at the Licensor's option) all copies of the Software
then in it's 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

(a) This Agreement is binding on Licensee and Licensor and on Licensor's
respective successors and assigns.

(b) Licensee may not transfer, assign, charge or otherwise dispose of
this Agreement, or any of Licensee's rights or obligations arising under
it, without Licensor's prior written consent.

(c) 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 it's reasonable control
(Force Majeure Event).

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

(a) strikes, lock-outs or other industrial action;

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

(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or
other natural disaster;

(d) impossibility of the use of railways, shipping, aircraft, motor
transport or other means of public or private transport;

(e) impossibility of the use of public or private telecommunications
networks;

(f) the acts, decrees, legislation, regulations or restrictions of any
government.

The Licensor's 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 it's reasonable endeavours to bring
the Force Majeure Event to a close or to find a solution by which
Licensor's obligations under this Agreement may be performed despite the
Force Majeure Event.


10. Waiver

(a) If the Licensor fails, at any time during the term of this Licence,
to insist on strict performance of any of the Licensee's 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.

(b) A waiver by the Licensor of any default shall not constitute a waiver
of any subsequent default.

(c) 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

(a) 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.

(b) 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.

(c) 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.