ACADEMIC ICSYNTH AGREEMENT TERMS AND CONDITIONS

ACADEMIC ICSYNTH LICENSE AGREEMENT

 

YOU ("CUSTOMER") HAVE BEEN PROVIDED WITH LOG IN DETAILS FOR THE ACADEMIC ICSYNTH LICENSE. USE OF ACADEMIC ICSYNTH IS SUBJECT TO ACCEPTANCE OF THIS AGREEMENT. PLEASE NOTE THAT BY LOGGING IN VIA THE LINK ATTACHED TO THIS EMAIL YOU ARE AGREEING TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT.

This ACADEMIC ICSYNTH License Agreement (the "Agreement") is made and entered into by and between InfoChem Gesellschaft für chemische Information mbH, part of DeepMatter Group Ltd ("LICENSOR"), with its main place of business at Aschauer Strasse 30, 81549 Munich, Germany and CUSTOMER. LICENSOR and CUSTOMER shall each be a “party” and together constitute the “parties” to this Agreement.

 

  1. Definitions. The terms that are capitalized in this Agreement shall have the meanings specified below:
    • Licensed Product” means the web-based application ACADEMIC ICSYNTH. ACADEMIC ICSYNTH is a powerful computer aided synthesis design tool that enables chemists to generate synthetic pathways for a target molecule. Access will be available via up to date web browsers. All user interactions take place in the web browser.
    • "Commercial Use" means any use for the purposes of direct or indirect commercialization or profit, e.g. by means of sale, resale, redistribution, loan, transfer, hire of the Licensed Product or Excerpts obtained with the Licensed Product or any other form of commercial exploitation, including any use of the Licensed Product for CUSTOMER's business which goes beyond the academic purposes permitted by this Agreement; such prohibited commercial use for CUSTOMER's business shall in particular include use of the Licensed Product or Excerpts for any products or services.
    • "Confidential Information" means any and all information and technical data of a proprietary or confidential nature disclosed or made available by a party hereto to the other party in the course of performing hereunder, whether in written, oral, or other form and whether now existing or hereafter created, including, without limitation, all trade secrets, know-how, information systems, technology, data, computer programs, software or source code. "Confidential Information" shall not include any information which (i) is proven by written evidence to have been in the receiving party's possession prior to disclosure by the other party; (ii) is received from a third party having the right to disclose such information; (iii) is or hereafter becomes public knowledge through no act or fault of a receiving party; (iv) is proven by written evidence to have been independently developed by a receiving party without access to the Confidential Information of the other party; and (v) is required by law to be disclosed; provided that to the extent practicable, the disclosing party is first given notice of the required disclosure and an opportunity to seek appropriate legal relief to prevent such disclosure or limit its use and further disclosure.
    • "Effective Date" means the date of acceptance of the terms of this Agreement by CUSTOMER.
    • "Licence Period" means the period which starts at the day CUSTOMER receives the Log-In details for the use of the Licensed Product from LICENSOR and ends when the CUSTOMER gives LICENSOR 30 days’ notice, whereas the day CUSTOMER received Log-In details shall count as the first day.
    • "Excerpts" means search results (e.g., tables and charts) obtained and displayed to CUSTOMER upon use of the Licensed Product.
  1. License Grant.

Limited to the Term of this Agreement LICENSOR grants to CUSTOMER a worldwide, non-transferable, non-sublicensable, non-exclusive license to (i) search, browse, and view the Licensed Product; and (ii) print, download and save Excerpts obtained with the Licensed Product on its personal or academic institution’s computer; explicitly excluding any Commercial Use for a cost of £250 per month.

  1. Prohibited Uses.
    • CUSTOMER is prohibited to use the Licensed Product in violation to Section 2, in particular to:
      • permit any third party to access and use the Licensed Product and/or to transmit Excerpts to any third party, and/or
      • directly or indirectly use or assist any third party to use all or any part of the Licensed Product or Excerpts for any Commercial Use, and/or
      • use all or any part of the Licensed Product or Excerpts to create a competing product which is intended to substitute licensing of the Licensed Product.
  1. Functionalities of the Licensed Product.
    • Parties agree that the purpose of this Agreement is solely CUSTOMER's use of the Licensed Product in an academic capacity. Therefore, LICENSOR shall have no obligation to provide for a particular fitness of the Licensed Product for the purpose of use intended by CUSTOMER, including a certain success rate for such intended use.
    • Additionally, LICENSOR shall have no obligation to ensure freedom of error of the data contained in the Licensed Product and Excerpts and CUSTOMER acknowledges and agrees that accuracy of the Excerpts including its data cannot be warranted or guaranteed due to the nature of a technical algorithm and an underlying database which may contain errors.
  2. Access to the Licensed Product.
    • LICENSOR provides online access to the Licensed Product via a controlled server hosted in a secure data center of a professional hosting company. Only LICENSOR and not CUSTOMER shall have administrator access to that server. User access control is based on the username/password log-in provided by LICENSOR to CUSTOMER.
    • LICENSOR shall use commercially reasonable efforts to provide online access to the Licensed Product, subject to periodic unavailability due to (a) unexpected technical issues outside of LICENSOR’s control (e.g. breakdown of telecommunication), and (b) server and software maintenance; and to restore access to the Licensed Product as promptly as possible in the event of an interruption or suspension of access.
    • The responsibility of the LICENSOR for the data transmission ends at the network interconnection point. The network interconnection point is the point where the data leaves the controlled server and is transferred to the internet access provider. LICENSOR shall provide all data in data formats, which are supported by the HTTPS Internet Protocol. LICENSOR shall use the respective version that is state of the art. CUSTOMER shall install the technical requirements for the use of Licensed Product at its own expense and risk.
    • LICENSOR may suspend access to the Licensed Product to CUSTOMER with immediate effect if LICENSOR has reasonable grounds to believe that the Licensed Product is being used in a manner contrary to the terms of this Agreement, without prejudice to any other rights LICENSOR may have at law or in equity.
  3. CUSTOMER’s
    • CUSTOMER (a) shall at all times comply with the usage restrictions as set forth in this Agreement, in particular CUSTOMER shall only use the Licensed Product for commercial purposes; and (b) shall not disclose its log-in details (i.e. currently username and password) to any third party and (c) shall apply and maintain industry standard security measures to prevent that third parties gain unauthorized access to its log-in details and/or the Licensed Product.
    • CUSTOMER shall promptly inform LICENSOR if there have been any breaches in CUSTOMER's security system which have result or possibly may result in its log-in details to be disclosed to third parties and/or any unauthorized access to the Licensed Product.

Each party acknowledges and agrees that during the Term of this Agreement, it may have access to certain Confidential Information belonging to the other party. Each party agrees that it shall keep such Confidential Information in strict confidence and shall not disclose it to any third party. The Parties` agents or employees who have a need to know such information in order to perform hereunder, or consultants shall not be regarded as “third parties” in the meaning of the previous sentence provided that such agents, employees and consultants with access to Confidential Information of the other party are bound to confidentiality to the same extent than the party itself. Notwithstanding the foregoing, each party shall be and remain liable and responsible for the confidentiality obligations of its agents, employees and consultants. In addition to the foregoing, each party shall protect and safeguard Confidential Information of the other party by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of such Confidential Information as such party uses to protect its own confidential or proprietary information of a like nature. This section shall survive the expiry or termination of this Agreement.

  1. Disclaimer of warranties and limitation of liability.
    • CUSTOMER acknowledges and agrees that the license as granted in this Agreement serves the sole purpose to offer CUSTOMER access to purely for academic use, Against this background, Parties agree that LICENSOR will provide the Licensed Product on an "as is" basis and makes no representations or warranties regarding the accuracy, completeness, merchantability or fitness for a certain purpose of the Licensed Product or the data contained therein.
    • Except for LICENSOR's liability for intent or fraud, LICENSOR hereby disclaims to the extent permitted by applicable law, any liability for claims arising out of the use of the Licensed Product. In particular, LICENSOR shall not be liable for any loss of data or business interruption or loss of profits or any special, indirect, consequential punitive or exemplary damages arising out of or in connection with the use of the Licensed Product.
  2. Term and Termination
    • This Agreement shall be effective on the Effective Date and shall end with the expiry of the License Period ("Term") or the CUSTOMER leaves their academic institution, if not terminated earlier in accordance with this Agreement.
    • Either party may terminate this Agreement at any time with a notice period of 30 (in words: thirty) day by written notice to the other party.
    • Either parties’ right to immediately terminate this Agreement for good cause upon written notice to the other party shall remain unaffected. In particular, either party may terminate this Agreement immediately for good cause, if the other party
      • becomes insolvent, or if proceedings are instituted against the other party for reorganization or other relief under any bankruptcy law, or if any substantial part of the other party’s assets come under the jurisdiction of a receiver or trustee in an insolvency proceeding authorized by law; or
      • materially or repeatedly (despite a written warning notice by the non-breaching party) breaches any provision of this Agreement; in relation to termination by LICENSOR, a material breach shall include a violation by CUSTOMER of the terms of use of the Licensed Product as specified in this Agreement, e.g. by granting access to the Licensed Product to a third party or Commercial Use of Excerpts or the Licensed Product.
    • Upon termination or expiration of this Agreement CUSTOMER’s right to access and use the Licensed Product shall terminate, CUSTOMER shall destroy any Excerpts obtained with the Licensed Product and each party shall return or destroy any Confidential Information of the other party in its possession.
  3. Ownership

All right, title, and interest in and to the Licensed Product shall remain with LICENSOR, and CUSTOMER shall obtain only the license and the rights set forth in this Agreement.

  1. Force Majeure

Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, riots, acts of war, governmental regulations, industry-wide communication or utility failures, pandemics or terrorism.

  1. Notices.

All notices required or permitted to be given by one party to the other under this Agreement shall be sufficient if given in text form according to section 126b German Civil Code (e.g. by e-mail, letter, fax). Notices to LICENSOR shall be to the address of LICENSOR as referenced in this Agreement. Notices to CUSTOMER shall be to the legal address of CUSTOMER or other contact information (e.g. e-mail address provided for log-in) provided by CUSTOMER to LICENSOR.

  1. Governing

The validity and interpretation of this Agreement and the legal relations of the parties hereto shall be governed by the laws of Germany, without reference to the stipulations of the CISG (United Nations Convention on Contracts for the International Sale of Goods) or to Germany´s choice-of-law principle. CUSTOMER and Licensor hereby consent to the exclusive jurisdiction and venue of the courts located in Munich, Germany.

  1. Assignment.

LICENSOR may assign its rights or delegate its obligations or any part thereof under the Agreement, or use subcontractors, without the prior consent of CUSTOMER. LICENSOR shall require any such assignee to comply with LICENSOR’s obligations under this Agreement. CUSTOMER may not assign its rights or delegate its obligations or any part thereof under the Agreement without the prior consent of LICENSOR. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

  1. Severability.

If any provision of this Agreement is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

  1. Dispute Resolution.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be referred to appropriate management executives of the parties for good faith discussion and possible resolution. If any dispute, controversy, or claim cannot be resolved by such good faith discussion between the parties, then each shall have all remedies available to them at law and in equity.

  1. Entire Agreement.

This Agreement contains the entire understanding and agreement of the parties and supersedes any and all prior and contemporaneous agreements, communications, proposals and purchase orders, written or oral, between the parties with respect to the subject matter contained herein. This Agreement may be amended or modified solely in writing signed by a duly authorized representative of each party.