ACD/LABS® SOFTWARE LICENSE AGREEMENT
GRANT OF LICENSE. Advanced Chemistry Development, Inc. (“ACD/Labs“) grants (“Licensee“), a non-exclusive, non-transferable license during the term of this license agreement (the “Agreement“) to use and display the computer program titled Freeware ACD/ChemSketch (the “Software“) contained herewith solely for its own internal purposes and for non-commercial use only, as an academic institution (e.g., college or university) or for personal use that is otherwise non-commercial, within the specified location and for specified amount of users provided. There are no license fees associated with the license of the Software to the Licensee. For greater certainty, use of the Software for any commercial purpose (which includes any use that ACD/Labs reasonably considers to be use by an entity that is not an academic institution or an individual user under the direction of a commercial organization) is strictly prohibited under this Agreement and is a breach of this Agreement by Licensee.
OWNERSHIP OF SOFTWARE. ACD/Labs retains title to and ownership of the copyright and all other intellectual property rights in the Software. Licensee acknowledges that the Software is proprietary to and is considered confidential information of ACD/Labs and Licensee agrees to treat the Software as such. Licensee agrees to pay any tax, including any sales, use, VAT, GST, excise, customs or duties, arising out of this Agreement, except for any taxes based upon the income of ACD/Labs.
PERMITTED USES. The Licensee may install the Software on any computer owned and or leased by the Licensee at the specified location for the specified amount of users provided above. The Licensee shall provide the specified locations within 10 days upon request from ACD/Labs.
Restriction on Copies. Licensee acknowledges that the Software is protected under copyright laws and agrees not to make copies of the Software installation media except for a single backup copy for archival purposes.
Scripting and Automation. The Software may have scripting, macro generation, an application programming interface, a software development kit or other automation features that have been included by ACD/Labs’ design which permit certain operations of the Software to be automated (“Automation Features“). The use of the Automation Features is subject to the restrictions enclosed with the Software, and the following additional restrictions:
- Automation Features cannot be developed or used that permit use of the Software outside the scope of the license granted; and
- Automation Features cannot be developed or used in one type of Software to replicate or reverse engineer functionality within other Software that is available for license from ACD/Labs.
NON PERMITTED USES. Licensee may not use the Software for any purpose and/or by any means other than as expressly permitted by this Agreement. Without limiting the generality of the foregoing, the Licensee will not:
- Transmit, disclose, translate, adapt, modify, decompile, reverse assemble, reverse compile, or otherwise reverse engineer the Software or the embodied algorithms or databases contained in the Software, or permit others to do the same;
- attempt to use or modify the Software, using Automation Features or otherwise, to circumvent any license conditions, or permit any third party to do so;
- use the Software in conjunction with, or integrate, modify or incorporate the Software with any third party software application or program that will automate the use of the Software to any extent, including, without limitation, automating key strokes for inputting data to generate results;
- permit any affiliates (except if agreed to in writing by ACD/Labs) or third party to use the Software;
- process or permit to be processed the data of any third party or the processing of any data of or for any other office or location of the Licensee;
- use the Software in performing or conducting research on behalf of third parties;
- the use of the Software for any commercial use whatsoever, whether for the Licensee or indirectly to the benefit of any third party;
- use the Software in the operation of a service bureau; or
- allow access to the Software through any computers or terminals located outside of the designated site specified in the order document, through the Internet, VPN or otherwise, unless expressly agreed otherwise in writing by ACD/Labs.
COPYRIGHTS AND TRADEMARKS. The Software is copyrighted © 1993–2021 by Advanced Chemistry Development, Inc. All rights are reserved. ACD/Labs is a trademark of Advanced Chemistry Development, Inc. Other product names or corporate names used within this Software or its documentation may be trademarks of their respective owners, and are mentioned only in an explanatory manner to the owners’ benefit, and without intent to infringe or affect the validity of any trademark.
TERM AND TERMINATION. This Agreement becomes effective once the Software is loaded onto a computer. The above grant of rights may be terminated by ACD/Labs without notice to Licensee in the event that Licensee breaches any of the terms or conditions of this Agreement. Upon termination of this Agreement, Licensee shall immediately return (at Licensee’s expense) to ACD/Labs all copies of the Software, documentation, and any other items related thereto, along with a certification that all such items have been returned. Furthermore, all operating Software existing on any computer or computers must be rendered useless by overwriting or destruction of the storage media on which it resides, and Licensee must certify in writing to ACD/Labs that such event has occurred.
PUBLICITY: Licensee agrees to allow ACD/Labs to publicly promote the installation of the Software at the Licensee’s facility in any journal, magazine, web site, press release, advertisement or marketing campaign.
DISCLAIMER OF WARRANTY AND LIMITED WARRANTY. The Software is provided “as is” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. ACD/Labs has no control over Licensee’s use of the Software. Licensee assumes the entire risk as to results and performance of the Software. ACD/Labs disclaims all liability for any indirect, special, consequential or incidental damages of any nature, whether foreseeable or not, arising out of the use or inability to use the Software, regardless of whether ACD/Labs has been advised of the possibility of such damages. In no event will ACD/Labs’ liability for any damages exceed the fee paid by licensee for this License, regardless of the form of the claim.
GENERAL. This Agreement, except where pre-empted by Canadian law, shall be construed under and governed by the laws of the Province of Ontario in Canada. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect, and in no way shall be affected, impaired or invalidated. This Agreement is the complete contract between the parties and supersedes any prior or contemporaneous agreement whether written or oral, and its terms shall not be varied, supplemented, qualified, or interpreted by any prior course of dealing between Licensee and ACD/Labs. Any subsequent agreement which modifies any part of this Agreement must be in writing and signed by both parties.
Advanced Chemistry Development, Inc.,
8 King Street East, Suite 107
Toronto, ON, M5C 1B5 Canada
