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BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING THE SOFTWARE, YOU ARE BECOMING A PARTY TO THIS AGREEMENT AND ARE CONSENTING TO THESE TERMS AND CONDITIONS.

DO NOT CLICK THE ACCEPTANCE BUTTON UNTIL YOU HAVE CAREFULLY READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON THAT INDICATES YOU DO NOT ACCEPT THE TERMS AND DO NOT INSTALL THE SOFTWARE.

THIS AGREEMENT WILL NOT APPLY IF YOU AND DASSAULT SYSTEMES BIOVIA (“BIOVIA”)HAVE SIGNED A "HARD COPY" AGREEMENT FOR THE LICENSE OF THE SOFTWARE WHOSE TERMS VARY FROM THIS AGREEMENT OR IF YOU HAVE SIGNED AN ATTACHMENT A/TRANSACTION DOCUMENT THAT INCORPORATES THE TERMS AND CONDITIONS AVAILABLE AT http://www.accelrys.com/company/legal/user- agreements.html.

IF YOU HAVE ANY QUESTIONS ABOUT THESE TERMS AND CONDITIONS, PLEASE CONTACT: DASSAULT SYSTEMES BIOVIA CORP., 5005 WATERIDGE VISTA DR., SAN DIEGO, CA 92121.

Software License Agreement

This Agreement sets forth the terms and conditions of your use of the accompanying BIOVIA software product (the "BIOVIA Software") and the related user manuals, handbooks and other materials relating to the BIOVIA Software provided by BIOVIA ("Documentation").

1.

License.

(a)

Grant. Provided you have paid all applicable fees, BIOVIA hereby

grants to you, and you hereby accept, subject to the terms and conditions set forth herein, a non-exclusive, non-transferable license, without the right to sublicense, to (i) use the computer-executable object code of the BIOVIA Software solely for your internal business purposes; and (ii)

use the Documentation in connection therewith. The BIOVIA Software may be installed and used only from the server on which it was first installed.

(b) Copying. You may, at your own expense, make a reasonable number of

copies of the BIOVIA Software and Documentation for archival and back-up purposes only; provided that you include on each such copy all copyright or other proprietary notices contained on such BIOVIA Software and

Documentation.

(c) Modification, etc. You may not modify or alter the BIOVIA

Software, create derivative works of the BIOVIA Software, decompile or reverse engineer the BIOVIA Software (except through generally accepted debugging practices), translate the BIOVIA Software or reduce the BIOVIA Software by any other means to a human-perceivable form.

(d)

Ownership. Title to, and ownership of, and all proprietary rights

in, the BIOVIA Software and Documentation and each copy thereof shall remain at all times with BIOVIA or its third party licensors. You may not (i) sell, transfer, lend or otherwise make available, or disclose to third parties, the BIOVIA Software or Documentation, or (ii) remove or

alter any copyright or other proprietary notice contained therein.

2. Software Maintenance. BIOVIA shall make available to you Software

Maintenance with respect to the BIOVIA Software at BIOVIA's then standard

prices and on BIOVIA's standard terms and conditions as in effect from time to time.

3. Limited Warranty. BIOVIA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS

OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Without limiting the generality of the foregoing, BIOVIA does not warrant that the BIOVIA Software will meet your requirements or operate without interruption or be error free.

4. Limitation of Liability.

(a) IN NO EVENT WILL BIOVIA BE LIABLE FOR SPECIAL, INCIDENTAL,

INDIRECT, CONSEQUENTIAL, RELIANCE OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, EVEN IF BIOVIA HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME.

(b) YOU AGREE THAT THE MAXIMUM LIABILITY OF BIOVIA ARISING OUT OF OR IN

CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL LICENSE FEES RECEIVED BY BIOVIA FROM YOU FOR

THE IMMEDIATELY PRECEEDING TWELVE-MONTH PERIOD.

(c) You may not bring any suit or action against BIOVIA for any reason

whatsoever more than one year after the cause of action accrued.

5. Intellectual Property Infringement.

BIOVIA shall have no liability to you, and you shall defend and indemnify BIOVIA against, claims of infringement based on (i) the use or combination of BIOVIA Software with any other software or hardware not supported by BIOVIA, if such infringement would not have occurred but for such use or combination, (ii) any modification of the BIOVIA Software by anyone other than BIOVIA, (iii) the use of other than the current version of BIOVIA Software, if such version was made available by BIOVIA for no additional fees with notice that such version was being provided in order to avoid an alleged or potential infringement, (iv) compliance by BIOVIA with your designs or instructions, or (v) claims of infringement of patents, copyrights or trade secrets of you or your affiliates.

(c) THE FOREGOING STATES THE ENTIRE LIABILITY OF BIOVIA WITH RESPECT TO

INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT.

6. Confidentiality. "Confidential Information" shall mean confidential

and proprietary information concerning a party's business or technology

which is marked or labeled as such or, if disclosed orally or visually, is identified in writing as such within 30 days after disclosure. Notwithstanding the foregoing, even if not so marked the BIOVIA Software and Documentation shall constitute Confidential Information of BIOVIA. The receiving party shall not disclose any Confidential Information of the other party to any person or entity other than the receiving party’s employees who are bound by written agreements to protect the confidentiality thereof, shall use such information only for the purposes contemplated hereby, and shall otherwise protect such information from disclosure to others with the same degree of care accorded to its own

proprietary information (but in no event less than a reasonable degree of care). This obligation shall not apply to Confidential Information which

(a) was known by the receiving party prior to its date of disclosure to

the receiving party, as evidenced by the prior written records of the receiving party; or

(b) is disclosed to the receiving party without an obligation of

confidentiality by sources other than the disclosing party rightfully in possession of the Confidential Information and having the right to disclose the Confidential Information; or

(c) Becomes published or generally known to the public through no fault

or omission on the part of the receiving party; or

(d) Is required to be disclosed by the receiving party to comply with

law, provided that the receiving party provides to the other party prior written notice of such disclosure and a reasonable opportunity to contest such disclosure. Upon termination of the software license, each party shall return all Confidential Information to the other. The obligation of this Section shall survive the termination of this Agreement.

7. Records; Audit Rights. You shall maintain accurate and complete

records relating to your activities under this Agreement sufficient for BIOVIA to determine your compliance with the provisions of the Agreement, and shall retain such records for a period of three years after the calendar year in which such activities related. BIOVIA shall have the right (not more than once per calendar year), on its own or using an independent auditor or agent, upon ten (10) days' prior written notice to you, to inspect, during normal business hours, your records to verify compliance by you with the terms of this Agreement. You agree to co-operate with BIOVIA in any such inspection. All costs of such audit shall be borne by BIOVIA; provided, however, that if any such audit reveals that your use of the BIOVIA Software has materially exceeded that permitted hereunder, the costs of such audit shall be borne by you.

8. Term and Termination.

(a) Term. This Agreement shall commence upon your receipt of the

BIOVIA Software and shall continue in effect until termination in

accordance with this Section.

(b) Termination by You. You shall have the right to terminate this

Agreement at any time by discontinuing use of the BIOVIA Software and

notifying BIOVIA thereof; provided, however, that you shall not in any event be entitled to any refund of license fees previously paid.

Agreement at any time upon notice to you in the event that you fail in any material way to comply with any of your obligations under this Agreement.

(d) Consequences of Termination. Upon termination of this Agreement

for any reason, you shall cease to use the BIOVIA Software and Documentation, shall return to BIOVIA or destroy all copies of the BIOVIA Software and Documentation, shall erase all copies which are stored in computer memory or hard disk or other similar forms or media, and shall, within ten days of such termination, furnish written notice to BIOVIA that all such copies have been returned or destroyed. The following shall survive the termination of this Agreement: (i) all liabilities accrued under this Agreement prior to the effective date of termination; (ii) all provisions of Sections 1(d), 4, 5, 6, 7 and 8 of this Agreement. Subject to the provisions of Section 4 hereof, the rights provided in this Section 8 shall be in addition to any and all rights and remedies available to a non-defaulting party at law or in equity upon any breach of this Agreement by the other party.

9.

Miscellaneous.

(a) Entire Agreement. Unless the parties have executed a "hard copy" agreement for the license of the BIOVIA Software, this sets forth the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and communications relating thereto. No term or condition of your purchase order or other document provided to BIOVIA which is different from, inconsistent with, or in addition to the terms and conditions set forth herein will be binding upon BIOVIA. To the extent that this document may constitute an acceptance, this acceptance is expressly conditioned on your assent to the terms and conditions set forth herein.

(b) Modification; Waiver. This Agreement may not be modified or

amended except pursuant to a written instrument signed by both parties. The waiver by either party of a breach of any provision hereof shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of such party to avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any right, power or privilege.

(c) Governing Law. This Agreement shall be governed by and construed

in accordance with the laws of the Commonwealth of Massachusetts as if made in and performed entirely within Massachusetts. The parties expressly reject any application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods.

(d) Successors and Assigns. This Agreement is binding upon and insures

to the benefit of the parties hereto and their respective successors and assigns, but you may assign or otherwise transfer this Agreement or your rights and duties only with the prior written consent of BIOVIA.

(e) Severability. In the event that any provision contained herein

shall for any reason be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, to such extent such

provision shall be deemed null and void and severed from this Agreement, and the remainder hereof shall remain in full force and effect.

(f) Headings. The headings of the sections of this Agreement are for

convenience of reference only and shall not be considered in construing

this Agreement.