1. GRANT OF LICENSE; LICENSE FEES

Subject to the terms and conditions herein, ChemAxon hereby grants to you a non-exclusive, non-transferable right and license to install, execute, internally host and use the SOFTWARE PRODUCT. You may install each instance of the SOFTWARE PRODUCT on a single computer or on the nodes of computer networks for which ChemAxon provided the license. The license conditions of SOFTWARE PRODUCT are subject to limitations that are fully specified herein or as set forth on the applicable license addendum, invoice or other documentation agreed between you and ChemAxon in writing (“Applicable Documents”). If you do not have particular existing end-user license agreement for SOFTWARE PRODUCT with ChemAxon, you hereby acknowledge and accept the license conditions pursuant to this EULA and Applicable Documents, which also form part of legal agreement between you and ChemAxon. In the event of a conflict between this EULA and said Applicable Documents, the Applicable Documents prevail.

1. Limitations of usage of the SOFTWARE PRODUCT. Unless the use of the SOFTWARE PRODUCT fulfills any of the conditions described in Sections 1.2.-1.6. the terms of your license are governed by this EULA and any conditions stipulated in the Applicable Documents that you will receive / have received pertaining to your purchase of the license of the SOFTWARE PRODUCT. Payment conditions limit

   1. the number of users who may access and use the SOFTWARE PRODUCT

   2. the number of nodes in a computer network, which may access the SOFTWARE PRODUCT

   3. the number of servers that are allowed to store copies of the SOFTWARE PRODUCT

   4. the number of copies of the SOFTWARE PRODUCT, which may be stored on the server(s)

   5. the location of the server(s) storing the SOFTWARE PRODUCT

   with the following exceptions:

   • Plugin pricing is also based on number of users. However notice that in case of plugins, unlike other products, "USERS" are those who generate predictions AND those who access the data generated and/or make informed decision based on the data generated.

   • Unlimited calculations are available only with licenses sent by ChemAxon.

   • Without a valid license, calculations are only available in demo mode for evaluation.

2. Free usage of the SOFTWARE PRODUCT for evaluation. You may access and use the SOFTWARE PRODUCT, for the sole purpose of testing it for a period of three (3) days.

3. Free usage of Marvin Applets and Marvin Beans for secondary and high schools. Marvin Applets and Marvin Beans may be accessed free of charge by secondary and high school teachers and students for internal and non-commercial purposes. This means that the school may not perform any services or commercial activities other than regular teaching.

4. FreeWeb License. Free usage of certain SOFTWARE PRODUCT listed at (“FREEWEB SOFTWARE”) for free Internet sites. The FreeWeb License lets the owners/managers of non-commercial and no login websites and portals to use ChemAxon’s technology to add chemical representation, search and structure property prediction to their sites at no cost under the conditions described below:

   1. The FreeWeb License is assigned only to named individuals or groups (organizations, institutions or companies, or consortia, units, departments of legal entities) who make a freely accessible (no login) and non-commercial (i.e. not commercial or related to any commercial activity either directly or as a means of promoting or soliciting business) web site.

   2. The license keys cannot be transferred beyond the named individuals or groups for the website to whom originally granted.

   3. The term of the license is two years, subsequent licenses will be provided by ChemAxon upon request.

   4. Only FREEWEB SOFTWARE is covered by the FreeWeb License.

   5. Calculator Plugins can be used only for structural content held by the website. The FreeWeb may not use license keys of the FREEWEB SOFTWARE to enable structure based calculations provided by Marvin interface or to perform structure based calculations on structures submitted or drawn by site users.

   6. ChemAxon makes no charge for the FREEWEB SOFTWARE under the FreeWeb License.

   7. ChemAxon makes no charge for software upgrades or support provided via the Technical Support Forum for software provided within the FreeWeb License.

   8. Neither the licensee, commercial or academic partners nor any of its employees (if applicable) may receive funds or payments in kind related to the performance of the provided software.

   9. Neither the licensee, commercial or academic partners nor any of its employees (if applicable) may receive direct or indirect revenues, incomes or payments of any kind generated, resulted by or related to the content of the web site (e.g. no advertisement allowed on the site).

   10. No products, applications, services or any other delivery of software performance which contains the FREEWEB SOFTWARE are allowed without the written permission of ChemAxon.

   11. All implementations of the FREEWEB SOFTWARE should credit ChemAxon by placing a logo (image here) with a link to http://www.chemaxon.com, on all the relevant pages or sections of the implementation where the FREEWEB SOFTWARE is providing functionality or content.

   12. Any publications or presentations (if any) based upon implementations or data generated by the FREEWEB SOFTWARE must cite ChemAxon. For specific citation information please see our details located here. Where Calculator Plugin result comparisons are being studied written permission from ChemAxon is required before publication.

5. Free usage of MarvinSketch, MarvinView, MarvinSpace, MolConverter
   Marvin is ONLY free if it is used on a standalone basis by legal entities without any for-profit activities. The non-commercial usage of these applications is free of charge provided that they are not used as integral parts of other applications including but not limited to any ChemAxon applications or any of your or third party’s software products or applications.
   MarvinSketch, MarvinView, MarvinSpace and MolConverter applications may be accessed:

   • by downloading the Marvin Beans or the JChem package and running the appropriate batch files, shell scripts (msketch, mview, mspace, molconvert) or desktop launch. (Other usages of Marvin Beans or JChem are not free of charge.)

   • as Java Web Start applications from a page at ChemAxon's web site. (Only MarvinSketch, MarvinView, and MarvinSpace.)

   The license does not include the Calculator Plugins.

6. Free academic packages

   1. For teaching:
      ChemAxon offers its AcPack software package free of charge for education.

   2. For research:
      ChemAxon offers its AcPack software package free of charge for a period of 2 years from date of license issue to users conducting original academic research on condition that any presentation or publication of data generated using SOFTWARE PRODUCTS include a credit to ChemAxon. Additional free of charge periods can be applied if at least one publication, including correct credit, resulting from the research can be demonstrated. Following the free of charge period(s) the usual academic rate will be applied.

   The Academic package does not allow any transfer of licenses or use of SOFTWARE PRODUCTS for third parties whether or not that third party is a private individual or an institution nor charges to be made by license holders for use or deployment of SOFTWARE PRODUCTS provided under an Academic package. This means that the holder of the Academic Package may not perform any services or commercial activities.
   The license for JChem Base allows maximum 3 searches per minute.

7. Commercial Academic Research License. The Commercial Academic Research License related to Academic research only (as described in Section 6.b.) where there may be commercial research usage e.g. without limitation (i) provision of server based services built by academic research groups, (ii) operation of portals supporting postgraduate research programs or (iii) use of databases of gathered data for the purposes of mining/analyzing/etc. by a department or an institution under the conditions described below:
   The Commercial Academic Research License is assigned only to named individuals or groups (units, departments of degree granting educational settings) who carry out research funded by commercial entities or want to access shared, central or remote databases. The Academic Research Commercial License allows

   1. obtaining license for all users (no need for each user to get and maintain their own licenses).

   2. centrally deploying and sharing data across all users using our JChem for Office, Instant JChem, Plexus Discovery and desktop applications.

   3. building custom or centralised data systems, using Marvin, JChem or other technologies including compound registration on various databases, using various interfaces to curate, input, generate and report data and chemical structures.

   4. accessing or building shared systems for discovery functionality (clustering, library enumeration, fragmentation, structure characterization and virtual screening), and integrating within systems via server.

   Only ChemAxon software listed at this ChemAxon's web page is included in the Commercial Academic Research License. The license fee for a single department is EUR500/user/year. No products, applications, services or any other delivery of software performance which contains the provided software are allowed without the written permission of ChemAxon. Furthermore, under the Commercial Academic Research License, you may not

   1. transfer the license keys beyond the named individuals or groups for whom originally granted.

   2. use the functionality outside of the university or with unlicensed individuals.

   3. share or distribute large numbers or batches of ChemAxon structure based calculations (Calculator Plugins) to external organizations except in the case where data derived from ChemAxon structure calculation is presented without the contributing ChemAxon data included. The reporting of a small number of ChemAxon structure generated data (approx. less than 100 structures) in support of reporting is permitted.

   4. have email or telephone support. ChemAxon provides assistance only through the technical support forum.

   5. expect guarantee of feature development.

8. Compliance Checker™ License. The Compliance Checker™ license is available on an annual basis for a complete software-database package as detailed on its product page. For the purpose of this license, the term SOFTWARE PRODUCT used in this EULA means the software and the database altogether so that terms and conditions herein apply for both the software and the database except as provided. Besides, this license has special limitation of use. According to this, under the Compliance Checker™ license, you may not

   1. copy, transfer, move or use databases in the SOFTWARE PRODUCT from or in other software than Compliance Checker™;

   2. modify the SOFTWARE PRODUCT without the written permission of ChemAxon or Patcore (Chapter “REDISTRIBUTABLE COMPONENTS” below in this EULA does not apply for this license); and

   3. develop similar database by referring the databases provided with Compliance Checker™.

9. ChemCurator License with CLiDE™. For the purpose of this license, the term SOFTWARE PRODUCT used in this EULA also includes CLiDE, Keymodule's proprietary software. The CLiDE license is available together with ChemAxon's ChemCurator. This license has a special limitation of use such as

   1. installation and use of CLiDE are only allowed via ChemCurator as a desktop application,

   2. any other use, including unlimited server-side usage, is strictly prohibited, and

   3. Chapter “REDISTRIBUTABLE COMPONENTS” below in this EULA does not apply to this license.

   For more restrictions, please refer to Keymodule's License Agreement for CLiDE.

FEES

According to the license conditions, ChemAxon shall submit an invoice to you. Payment of invoices shall be made within thirty (30) days of the receipt by you of such invoice.

REDISTRIBUTABLE COMPONENTS:

In addition to the rights granted above, ChemAxon grants you the right to use and modify the example files provided with the SOFTWARE PRODUCT designated as "Examples" for the sole purposes of designing, developing, and testing your software product(s).

YOU MAY NOT:

• use the SOFTWARE PRODUCT or make copies of it except as permitted in this EULA,

• translate, reverse engineer, decompile or disassemble the SOFTWARE PRODUCT except to the extent the foregoing restriction is expressly prohibited by applicable law notwithstanding this limitation,

• use any Applets for internal development purposes and shall not, except as permitted hereunder,

  • use them to replicate for its own benefit any features and/or functionalities to be embedded into your software product(s) which already exists as a feature and/or functionality in the SOFTWARE PRODUCT and

  • use them in any way which competes with, or may have the potential to substitute and/or compete with, the features and functionalities of the SOFTWARE PRODUCT

• rent, lease, assign, or transfer the SOFTWARE PRODUCT or its components to a third party without the written permission of ChemAxon,

• redistribute the SOFTWARE PRODUCT or its components (except for the Examples) or transfer your license to a third party without the written permission of ChemAxon,

• use the SOFTWARE PRODUCT, without the express prior written consent by ChemAxon, in conjunction with any software, programs or databases which are governed by a license commonly referred to as open source, free software, copy left, or community source code license, including, without limitation the GNU General Public License, the GNU Lesser General Public License, or the Mozilla Public License (collectively, “Open Source Software”) in any way that could (i) create, or purport to create, obligations on ChemAxon with respect to the SOFTWARE PRODUCT; (ii) grant, or purport to grant, to any third party any rights to or immunities under ChemAxon’s intellectual property or Intellectual Proprietary Rights in the SOFTWARE PRODUCT; or (iii) cause, or be interpreted or asserted to cause, the SOFTWARE PRODUCT or any part thereof to become subject to the terms of any Open Source Software license,

• remove, in no event, the SOFTWARE PRODUCT from your principal place of business as registered without the express prior written consent of ChemAxon.

2. SUPPORT SERVICES

ChemAxon may provide you with support services related to the SOFTWARE PRODUCT. Support Services include free downloading of upgrades and technical support by e-mail or phone. Use of Support Services is governed by ChemAxon policies and programs described on ChemAxon's website or in other materials provided by ChemAxon. Any supplemental software code provided to you as part of the support services shall be considered part of the SOFTWARE PRODUCT and is subject to the terms and conditions of this EULA.

Upgrades can be downloaded from ChemAxon's website (www.chemaxon.com).

• Annual licenses: Support services may be accessed for a period of up to 12 months from the date of the purchase of the annual license.

• Perpetual licenses: During the first 12 month period from the date of the initial license purchase support services are included in the license. Thereafter upgrades can be accessed by subscribing to our support services, details of which are in the Applicable Documents relating to the license purchase.

When needed ChemAxon will send you an updated LICENSE KEY for any new upgrades.

You may use the resulting upgraded product only in accordance with the terms of this EULA. If the SOFTWARE PRODUCT is an upgrade of a component of a package of software programs that you licensed as a single product, the SOFTWARE PRODUCT may be used only as part of that single product package and may not be separated for use on more than one computer.

3. TERMINATION

This EULA and license of SOFTWARE PRODUCT shall remain in effect only for so long as you are in compliance with the terms and conditions of this EULA and as your license is valid in accordance with any further conditions agreed in the Applicable Documents. Without prejudice to any other rights, this EULA may be terminated by ChemAxon if you fail to comply with any of its terms or conditions and fail to cure such breach within 15 days of receipt of notice from ChemAxon. You may terminate the EULA at any time. You agree, upon termination by either Party, to destroy all copies of the SOFTWARE PRODUCT. The provisions of this EULA that protect the proprietary rights of ChemAxon and obligations of Sections 4 and 5 of this EULA will continue to be in force even after any termination. Upon termination, ChemAxon may also enforce any rights provided by law.

4. COPYRIGHT

All titles and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, text, and applets incorporated into the SOFTWARE PRODUCT) are the proprietary products of ChemAxon and are protected by copyright law. You acquire only the right to use the SOFTWARE PRODUCT granted herein and do not acquire any rights of any ownership. You acknowledge that the SOFTWARE PRODUCT in source code remains a confidential trade secret of ChemAxon. ChemAxon may have trademarks, copyrights, or other intellectual property rights covering the SOFTWARE PRODUCT. You are not granted by this EULA any license to these patents, trademarks, copyrights, or other intellectual property rights except as expressly provided herein. ChemAxon reserves all rights not expressly granted. You shall not, without ChemAxon’s prior written consent in each instance, use in advertising, publicity, supplier listings or otherwise, ChemAxon’s names, trademarks or service marks.

5. LIMITATION OF WARRANTIES AND LIABILITY

The SOFTWARE PRODUCT is provided on an "as is" basis, without any other warranties or conditions, express or implied, including, but not limited to, warranties of merchantable quality, satisfactory quality, merchantability or fitness for a particular purpose, or those arising by law, statute, usage of trade, course of dealing or otherwise, except as expressly set forth herein. The entire risk as to the results and performance of the product is assumed by you, except as expressly set forth herein. Neither ChemAxon nor our dealers or suppliers shall have any liability to you or any other person or entity for any indirect, incidental, special, or consequential damages whatsoever, including, but not limited to, loss of revenue or profit, lost or damaged data or other commercial or economic loss, even if we have been advised of the possibility of such damages, or they are foreseeable. ChemAxon is also not responsible for claims by a third party, except as expressly set forth herein. Our maximum aggregate liability to you and that of our dealers and suppliers shall not exceed the amount paid by you for the SOFTWARE PRODUCT. The limitations in this section shall apply whether or not the alleged breach or default is a breach of a fundamental condition or term or a fundamental breach. Some states/countries do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

The limited warranty above in this Section 5 shall only apply if:

• the SOFTWARE PRODUCT is used pursuant to this EULA and under normal conditions and in accordance with the SOFTWARE documentation and specification;

• you without undue delay have given ChemAxon notice of any errors, defect, non-conformities or deviations of the SOFTWARE PRODUCT from the specifications and has provided a warranty fault report to ChemAxon presenting a specification of the error, promptly after the error has been discovered by you;

• you have given ChemAxon every opportunity to remedy such error, defect, non-conformity and deviation.

ChemAxon represents and warrants on an ongoing basis that: (1) the SOFTWARE PRODUCT, as delivered, will perform in substantial accordance with the documentation provided with such SOFTWARE PRODUCT; and (2) to the best of ChemAxon’s knowledge, the SOFTWARE PRODUCT and related materials, and/or any services performed by ChemAxon hereunder, or the use of any of the foregoing by you will not constitute an infringement, misappropriation, violation or unlawful use or disclosure of any intellectual property or other right of any third party and (3) ChemAxon has the right to grant the rights to third parties’ product granted herein without the need for any assignments, consents, approval, immunities, releases or other rights not yet acquired.

In no event will ChemAxon be liable to you for any consequential, incidental, or special damages, including any lost profits or lost savings or good will, even if a ChemAxon representative has been advised of the possibility of such damages, or for any claim by any third party or infringement thereof arises out of, without limitation:

• Use of other than the latest unmodified release of SOFTWARE PRODUCT made available to you by ChemAxon if such infringement would have been avoided by the use of such release of SOFTWARE PRODUCT,

• Use of software after receiving notice, or having reason to believe, that SOFTWARE PRODUCT infringes a patent or copyright of a third party, unless, after written notice thereof is given to ChemAxon, ChemAxon then authorizes in writing the continued use of SOFTWARE PRODUCT,

• Unauthorized modification of SOFTWARE PRODUCT by you, or

• Your other negligence or willful misconduct, or breach of this EULA by you.

6. MISCELLANEOUS

This EULA constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof. This EULA shall be governed by the laws of Hungary without regard to conflict of laws principles. Neither Party shall be entitled to assign or otherwise transfer its rights and obligations under this EULA in whole or in part to any third party without the prior written consent of the other Party. This EULA may only be modified in writing signed by duly authorized representatives of the Parties. Each Party is free to enter into similar agreements with other parties.

7. BUNDLED THIRD PARTY PRODUCTS