Academic software license agreement for end-users at publicly funded academic, education or research
institutions for the remote use of ViCi on the EMBL's server.
By clicking the Acceptance button for the current version of the ViCi software ("Licensed Software"), you are consenting to be bound by and become a party to this agreement as the "Licensee". If you do not agree to all of the terms of this agreement, you must not click the Acceptance button, not install the product nor use the product, and you do not become a LICENSEE under this agreement.
If you are not a member of a publicly funded Academic and/or Education and/or Research Institution you must obtain a commercial license from EMBLEM.
This software license agreement is entered into by and between EMBL Enterprise Management GmbH (hereinafter "EMBLEM") located at Boxbergring 107, D-69126 Heidelberg, Germany and the "LICENSEE".
WHEREAS EMBLEM has the right to license all copyrights and other property rights in the Licensed Software identified as ViCi and developed by EMBL (European Molecular Biology Laboratory, Meyerhofstrasse 1, 69117 Heidelberg, Germany), and EMBLEM desires to license the Software so that it becomes available for public use and benefit.
WHEREAS LICENSEE is a publicly funded Academic and/or Education and/or Research Institution.
WHEREAS LICENSEE desires to acquire a free non-exclusive license to remotely use the Software on the EMBL's server for internal research purposes only.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
"Licensed Software" means the current version of the ViCi software for in-silico ligand-based drug design, developed by the members of the group of Victor Lamzin, EMBL Hamburg, collectively the "Authors", pursuant to this Agreement.
Any opinion, findings, conclusions or recommendations expressed in the ViCi software are those of the authors and do not necessarily reflect the views of EMBL and EMBLEM.
Subject to the terms and conditions of this Agreement a non-exclusive, non-transferable License to use the Licensed Software is made available free of charge for the LICENSEE which is a non-profit educational, academic and/or research institution. The License is only granted for personal and internal use in research only via the internet at one Site, where a Site is defined as a set of contiguous buildings in one location. Access to Licensed Software will be provided via access to the remote version of the software installed on the EMBL's server (hereafter 'ViCi Online').
This license does not entitle Licensee to receive from EMBLEM copies of the Licensed Software, any software code, hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Licensed Software.
The user and any research assistants, co-workers or other workers who may use the Software agree to not give access to the EMBL's server or grant licenses on software, which include the Software, alone or integrated into other software, to third parties.
Except as expressly licensed in this Agreement, EMBL shall retain title to the Licensed Software, and any upgrades and modifications created by EMBL.
In consideration for the license rights granted by EMBLEM, LICENSEE will obtain this academic license free of charge.
LICENSEE shall have no right to download and/or make any copies of the Licensed Software for any purposes under this Agreement.
EMBLEM shall have no obligation to offer support services to LICENSEE, and nothing contained herein shall be interpreted as to require EMBLEM to provide maintenance, installation services, debugging, consultation or end-user support of any kind.
7. Software Protection
LICENSEE acknowledges that the ViCi Software is proprietary to EMBLEM. The software code shall be treated as trade secrets and confidential information of EMBLEM, and LICENSEE agrees to use best efforts to hold the same in confidence. LICENSEE's obligation for confidentiality shall not extend to any information which is or becomes generally available to the public, is already known to or subsequently disclosed by third parties to LICENSEE and at its free disposal, or is independently developed by LICENSEE or its affiliates without the use of the confidential information disclosed by EMBLEM, or is required by law or legal process.
Except as otherwise expressly permitted in this Agreement, Licensee my not (i) modify or create any derivative works of the Licensed Software or documentation, including customisation, translation or localization; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Licensed Software; (iii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Licensed Software; (iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Licensed Software; or (v) publish any results of benchmark tests run on the Licensed Software to a third party without EMBLEM's prior written consent.
8. Representations of EMBLEM to LICENSEE
EMBLEM represents to LICENSEE that (i) EMBLEM has the right to grant the License and to enter into this agreement, (ii) that, to the best of EMBLEM's knowledge, the Licensed software does not infringe any patent, copyright or trade secrets of any third party, provided however that such representation and warranty shall not apply to any addition to, or modifications or adaptation of, the Licensed Software made by LICENSEE and (iii) EMBLEM undertakes to use best efforts to cooperate with and assist LICENSEE, at LICENSEE's expense, in defending itself against any action based on the alleged infringement of any third party patent, copyright or trade secret rights resulting from or relating to the use or licensing of the Licensed Software by LICENSEE.
9. Indemnity and Disclaimer of Warranties
Except as expressly set forth in this agreement, EMBLEM makes no representations or warranties, express or implied.
The Licensed Software is provided free of charge, and, therefore, on an "as is" basis, without warranty of any kind, express or implied, including without limitation the warranties that it is free of defects, virus free, able to operate on an uninterrupted basis, merchantable, fit for a particular purpose or non-interfering. The entire risk as to the quality and performance of the Licensed Software is borne by LICENSEE.
By way of example, but not limitation, EMBLEM makes no representations or warranties of merchantability or fitness for any particular application or, except as set forth in paragraph 8, that the use of the Software will not infringe any patents, copyrights or trademarks or other rights of third parties. The entire risk as to the quality and performance of the product is borne by LICENSEE. EMBLEM shall not be liable for any liability or damages with respect to any claim by LICENSEE or any third party on account of, or arising from the license or use of the Software.
Should the Licensed Software prove defective in any respect, LICENSEE and not LICENSOR or its affiliates should assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this agreement. No use of the Licensed Software is authorized hereunder except under this disclaimer.
In no event will LICENSOR or its affiliates be liable for any indirect, special, incidental or consequential damages arising out of the use of or inability to use the product, including, without limitation, damages for lost profits, loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.
10. Promotional Advertising & References
LICENSEE may not use the name "ViCi" in its promotional advertising, product literature, and other similar promotional materials to be disseminated to the public or any portion thereof. LICENSEE agrees not to identify EMBL in any promotional advertising or other promotional materials to be disseminated to the public, or any portion thereof without EMBLEM's prior written consent. LICENSEE agrees that any reference to the use of the Licensed Software for in-silico screening will cite one or more publications as set forth in the manual and in agreement with common scientific practice. EMBLEM or EMBL shall not use LICENSEE's name in publicity or advertising involving this Agreement or otherwise without LICENSEE's prior written consent which may be withheld at LICENSEE's sole discretion.
11. Use of ViCi Online
11.1. Users of ViCi Online agree not to attempt to use any part of the EMBL computers, files or networks apart from through the service interfaces provided.
11.2. If any single Licensee (user) exploits ViCi Online to a level that prevents, or looks set to prevent, the EMBL providing services to others, the EMBL may discontinue service to that user. The EMBL will then contact the user to discuss their needs and how (and if) these can be met.
11.3. For planning and scientific review purposes, EMBLEM/EMBL will keep records of usage. EMBLEM/EMBL may make information about the total volume of usage of ViCi Online to third parties who supply the software or relevant other resources.
11.4. Upon user's explicit permission, detailed logs of usage may also be maintained for the purposes of monitoring and improving ViCi Online, and measuring the impact ViCi Online has on the EMBLEM/EMBL resources. These logs will be kept in confidence and not made available for other purposes or to third parties.
11.5. EMBLEM/EMBL will make all reasonable effort to maintain continuity of ViCi Online and provide adequate warning of any changes or discontinuities. However, the EMBLEM/EMBL accepts no responsibility for the consequences of any temporary or permanent discontinuity in service.
11.6. Access to the Licensed Software is provided via a token-based system. Tokens comprise a random combination of characters, and each token permits the execution of a single ViCi job, following which that token becomes inactive. Following initial acceptance of this Agreement, a user may obtain up to 5 ViCi tokens for use of the Licensed Software. Further tokens can be obtained upon request from EMBLEM.
This Agreement and the license rights granted herein shall become effective as of the date this Agreement is executed by both parties and shall be perpetual unless terminated in accordance with this Section.
EMBLEM may terminate this Agreement at any time.
Either party may terminate this Agreement at any time effective upon the other party's breach of any agreement, covenant, or representation made in this Agreement, such breach remaining uncorrected sixty (60) days after written notice thereof.
LICENSEE shall have the right, at any time, to terminate this Agreement without cause by written notice to EMBLEM specifying the date of termination.
Upon termination, LICENSEE shall refrain from using ViCi online on the EMBL's server.
13. Governing Law
This Agreement shall be construed in accordance with the laws of Germany.
The parties agree that this Agreement is the complete and exclusive agreement among the parties and supersedes all proposals and prior agreements whether written or oral, and all other communications among the parties relating to the subject matter of this Agreement. This Agreement cannot be modified except in writing and signed by both parties. Failure by either party at any time to enforce any of the provisions of this Agreement shall not constitute a waiver by such party of such provision nor in any way affect the validity of this Agreement.
The invalidity of singular provisions does not affect the validity of the entire understanding. The parties are obligated, however, to replace the invalid provisions by a regulation which comes closest to the economic intent of the invalid provision. The same shall apply mutatis mutandis in case of a gap.
IN WITNESS WHEREOF, the LICENSEE hereto has caused this Agreement to be duly executed by accepting the license conditions by pressing the Acceptance button.
I have read this License Agreement and I agree to uphold the terms and conditions of this license.