1. GRANT OF LICENSE; LICENSE FEES

Subject to the terms and conditions herein, ChemAxon hereby grants to you a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license to install, execute, internally host, run and use CHEMAXON SOFTWARE. CHEMAXON SOFTWARE is licensed as a single product. Its component parts may not be separated. You may install each instance of CHEMAXON SOFTWARE on a single computer or on the nodes of computer networks for which ChemAxon provided the license. The license conditions of CHEMAXON SOFTWARE 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 end-user license agreement for CHEMAXON SOFTWARE signed by duly authorized representative(s) of ChemAxon, you hereby, and by using CHEMAXON SOFTWARE, acknowledge and accept the license conditions pursuant to this EULA and Applicable Documents, which also form part of the 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 CHEMAXON SOFTWARE. Unless the use of CHEMAXON SOFTWARE fulfills any of the conditions described in Sections 1.2 throughout 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 CHEMAXON SOFTWARE. Payment conditions limit

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

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

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

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

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

   with the following exceptions regarding Calculators and Predictors, Chemical Name and Structure Conversion, and Compliance Checker™:

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

   • Unlimited data generation (e.g. calculations) are available only with licenses sent by ChemAxon.

   • Without a valid license, data generation (e.g. calculations) are only available in demo mode for evaluation.

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

3. Free usage of MarvinSketch and MarvinView for secondary and high schools. MarvinSketch and MarvinView 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 CHEMAXON SOFTWARE listed at (“FREEWEB SOFTWARE”) for free Internet sites. The FreeWeb License lets the owners/managers of non-commercial and no-login websites and portals 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. In certain cases, the no login/free accessibility criteria may not be met. This exception has to be confirmed by ChemAxon in written form for each license.

   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. Calculators and Predictors can be used only for structural content held by the website. The FreeWeb License may not use license keys of the FREEWEB SOFTWARE to enable structure based calculations provided by Marvin 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 Support Ticket System 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 any 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 ChemAxon's main website, 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 result comparisons of Calculators and Predictors are being studied written permission from ChemAxon is required before publication.

5. Free usage of MarvinSketch, MarvinView and MolConverter
   MarvinSketch, MarvinView and MolConverter are 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 and MolConverter applications may be accessed:

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

   • as Java Web Start applications (Please contact ChemAxon at marvin-gui-support [at] chemaxon.com.)

   The license does not include the Calculators and Predictors.

6. Free Academic software packages

   1. For teaching:
      ChemAxon offers its Academic software package free of charge for education for a period of 2 years. This license is available for a class (including the teacher/professor/tutor and students of the class), and also the entire faculty of the applicant (including faculty colleagues and students from their classes). This period can be extended as long as the applicant is providing education within the same conditions.

   2. For research:
      ChemAxon offers its Academic 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 CHEMAXON SOFTWARE 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 software package does not allow any transfer of licenses or use of CHEMAXON SOFTWARE 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 CHEMAXON SOFTWARE provided under an Academic software package. This means that the holder of the Academic software package may not perform any services or commercial activities.

7. Commercial Academic Research License. The Commercial Academic Research License related to academic research only (as described in Section 1.6.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 Commercial Academic Research 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 and desktop applications.

   3. building custom or centralized data systems, using MarvinSketch, MarvinView, JChem Engines 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. 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 (Calculators and Predictors) 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 support. ChemAxon provides assistance only through the Support Ticket System.

   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 CHEMAXON SOFTWARE 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 CHEMAXON SOFTWARE from or in other software than Compliance Checker™;

   2. modify CHEMAXON SOFTWARE 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 CHEMAXON SOFTWARE 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.

10. Catalogue License. The Catalogue License lets you as the owners/managers of commercial and optionally login websites or portals that are freely accessible to anyone for searching, selecting and purchasing chemical and/or biochemical molecules (“Supplier Portal”) to use CHEMAXON SOFTWARE to enhance searching and/or database functionalities of such Supplier Portal at no cost to the users of the Supplier Portal under the conditions described below:

    1. The Catalogue License under this EULA is assigned only to you who are operating the Supplier Portal and making available the catalogue functionalities thereof according to Applicable Documents freely accessible to anyone either with no login or via optional login authentication.

    2. Only CHEMAXON SOFTWARE as listed in Applicable Documents shall be covered by the Catalogue License herein.

    3. You shall make available CHEMAXON SOFTWARE at no cost to the users of the Supplier Portal. 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 without ChemAxon's consent.

    4. Neither you, your 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 without consent of ChemAxon.

    5. License type and license fee payable to ChemAxon by you for this Catalogue License shall be determined in the Applicable Documents.

    6. ChemAxon shall provide maintenance and support for CHEMAXON SOFTWARE. Maintenance and support fee shall be determined in the Applicable Documents.

    7. Calculators and Predictors and/or Compliance Checker™ – if included as CHEMAXON SOFTWARE – may be used only for structural content held by the website. You may not use license keys of CHEMAXON SOFTWARE to enable structure based calculations provided by Marvin or to perform structure based calculations on structures submitted or drawn by site users.

    8. No products, applications, services or any other delivery of software performance which contains CHEMAXON SOFTWARE are allowed via the Supplier Portal without the written permission of ChemAxon.

    9. All implementations of CHEMAXON SOFTWARE should credit ChemAxon by placing a logo with a link to ChemAxon's main website, on all relevant pages or sections of the implementation where CHEMAXON SOFTWARE is providing functionality or content.

    10. Any publications or presentations based upon implementations or data generated by CHEMAXON SOFTWARE must cite ChemAxon and CHEMAXON SOFTWARE. For specific citation information, please see details located here.

    11. During the license period of the Catalogue License, LICENSEE shall collect and provide user activity data to ChemAxon, which includes details on usage of CHEMAXON SOFTWARE on the Supplier Portal including page views, bounce rate, average time on a page, user location, and number of results and views/downloads. Technical details of user activity tracking shall be agreed separately.

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 CHEMAXON SOFTWARE designated as "Example materials" including code, data, forms and views for the sole purposes of designing, developing, and testing your software product(s).

YOU MAY NOT:

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

• cause or authorize to modify, adapt, alter, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover, derive the code for or create derivative works of any portion of the source code of CHEMAXON SOFTWARE 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 or obtain written permission from ChemAxon,

  • create a product, processes or services that will be covered by CHEMAXON SOFTWARE;

  • 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 CHEMAXON SOFTWARE 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 CHEMAXON SOFTWARE

• remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols and logo) of ChemAxon or its products or its licensors or suppliers contained on or within any copies of CHEMAXON SOFTWARE,

• use any ChemAxon name, trademark or logo without the express prior written consent of ChemAxon,

• distribute, redistribute, license, sublicense, rent, lease, loan, assign, provide hosting services or access to, copy, sell or otherwise transfer CHEMAXON SOFTWARE or its components or the access rights thereof (except for the Examples) or transfer your license to a third party without the written permission of ChemAxon,

• use CHEMAXON SOFTWARE, 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 (collectively, “Free or Open Source Software”) in any way that could (i) create, or purport to create, obligations on ChemAxon with respect to CHEMAXON SOFTWARE; (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 CHEMAXON SOFTWARE; or (iii) cause, or be interpreted or asserted to cause, CHEMAXON SOFTWARE or any part thereof to become subject to the terms of any Open Source Software license,

• subject to Applicable Documents, remove, in no event, CHEMAXON SOFTWARE from your principal place of business as registered without the express prior written consent of ChemAxon,

• use or resale in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, navigation or communication systems, traffic control, or other devices or systems in which a malfunction of CHEMAXON SOFTWARE would result in foreseeable risk of injury or death to the operator of the device or system, or to others, or

• disclose results of any CHEMAXON SOFTWARE benchmark tests without ChemAxon’s prior written consent.

2. MAINTENANCE AND SUPPORT SERVICES

Subject to payment of your license fee to ChemAxon, ChemAxon may provide you with maintenance and support services related to CHEMAXON SOFTWARE as indicated in Applicable Documents. Maintenance and support services include free downloading of upgrades and technical support by e-mail. Use of such 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 CHEMAXON SOFTWARE and is subject to the terms and conditions of this EULA.

Accessibility of maintenance and support services may vary according to your license type:

• Annual licenses: Maintenance and support services may be accessed for a period of up to 12 months commencing on the date of 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, annual renewable maintenance and support services can be subscribed, as detailed in the Applicable Documents relating to the license purchase. If maintenance and support services are not renewed for perpetual licenses, a reinstatement fee shall be payable upon restoration and continuation of said services.

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 CHEMAXON SOFTWARE is an upgrade of a component of a package of software programs that you licensed as a single product, CHEMAXON SOFTWARE 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 CHEMAXON SOFTWARE 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. ChemAxon retains the right to determine whether or not your use of CHEMAXON SOFTWARE is consistent with this EULA. 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 acknowledge and agree that the unauthorized use or breach of your obligations under this Agreement could cause irreparable harm and significant injury to ChemAxon for which ChemAxon would have no adequate remedy at law. ChemAxon shall therefore have the right, in addition to any other rights it may have at law or in equity, (i) to seek and obtain immediate injunctive relief enjoining any breach or potential breach of this EULA by you and/or (ii) to seek damages relating to any breach or failure to comply with any terms of this EULA. You may terminate the EULA at any time. You agree, upon expiration of your license term (if applicable) and/or termination of this EULA by either you or CHEMAXON, to completely cease practicing any and all rights provided under this EULA, remove CHEMAXON SOFTWARE from all your machines upon which it was installed and destroy any and all copies of CHEMAXON SOFTWARE. The provisions of Section 4 (Titles and Copyright) and Section 5 (Limitation of Warranties and Liability) of this EULA will continue to be in force even after any termination. Upon termination and thereafter, you shall not have the right to any compensation for goodwill, customers, expenses or any other payments whatsoever from ChemAxon. Upon termination, ChemAxon may also enforce any rights provided by law. The termination of this EULA shall not affect any of its provisions which are expressed to operate or have effect after termination or any right of action already accrued to ChemAxon in respect of any breach by you.

4. TITLES AND COPYRIGHT

All titles and copyrights in and to CHEMAXON SOFTWARE (including but not limited to any images, text, and applets incorporated into CHEMAXON SOFTWARE) are the proprietary products of ChemAxon. CHEMAXON SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. CHEMAXON SOFTWARE is licensed, not sold. You acquire only the right to use CHEMAXON SOFTWARE granted herein and do not acquire any rights of any ownership. You acknowledge that access to functions of CHEMAXON SOFTWARE is protected by a LICENSE KEY (also known as SOFTWARE PROTECTION KEY). You are not allowed to access or give access to such functions by circumventing this protection. You understand that ChemAxon’s license is for use of the executable version of CHEMAXON SOFTWARE and that no rights to receive or use source code are granted. You acknowledge that CHEMAXON SOFTWARE in any form remains a confidential trade secret of ChemAxon. ChemAxon may have trademarks, copyrights, or other intellectual property rights covering CHEMAXON SOFTWARE. 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

CHEMAXON SOFTWARE 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 subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers, dealers or partners 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 CHEMAXON SOFTWARE. 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:

• CHEMAXON SOFTWARE 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 CHEMAXON SOFTWARE from the specifications and has provided a warranty fault report to ChemAxon presenting a specification of the error, promptly after the error have 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) CHEMAXON SOFTWARE, as delivered, will perform in substantial accordance with the documentation provided with such CHEMAXON SOFTWARE; and (2) to the best of ChemAxon’s knowledge, CHEMAXON SOFTWARE 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 CHEMAXON SOFTWARE made available to you by ChemAxon if such infringement would have been avoided by the use of such release of CHEMAXON SOFTWARE,

• Use of software after receiving notice, or having reason to believe, that CHEMAXON SOFTWARE 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 CHEMAXON SOFTWARE,

• Unauthorized modification of CHEMAXON SOFTWARE by you,

• Combination or use of CHEMAXON SOFTWARE with any software (including, without limitation, Open Source Software), program or device not provided by ChemAxon if such infringement would not have arisen but for such use or combination,

• Results from your use of CHEMAXON SOFTWARE after the license was terminated, or

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

THIS SECTION 5 STATES CHEMAXON'S SOLE AND EXCLUSIVE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

You agree to hold harmless and indemnify ChemAxon and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers, dealers or partners from and against any third party claim arising from or in any way related to your breach of this Agreement, use of CHEMAXON SOFTWARE, or violation of applicable laws, rules or regulations in connection with CHEMAXON SOFTWARE, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, ChemAxon will provide you with written notice of such claim, suit or action.

You may link to external web pages of third party sites through the use of CHEMAXON SOFTWARE. Such external web pages are not under control of ChemAxon, and therefore ChemAxon is not responsible for the availability, content, changes or updates of said external web pages accessible via their source URL, nor do we endorse, warrant, or guarantee the products, services, or information described or offered at such external web sites. ChemAxon is providing these links to such external web sites to you only as a convenience, and the inclusion of any link does not imply an endorsement by ChemAxon of the external web sites.

6. MISCELLANEOUS

This EULA – prepared in the English language and made available on ChemAxon’s main web site – constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof. Please also read our Privacy Policy. ChemAxon operates its business under its internally available Code of Conduct. At any failure, error, or inaccuracy detected regarding CHEMAXON SOFTWARE or this EULA or in collection, recording and evaluation of data, please contact us at compliance [at] chemaxon.com. This EULA shall be governed by the laws of Hungary without regard to conflict of laws principles. You and ChemAxon agree to negotiate in good faith and settle all disputes, controversies or differences which may arise between Parties out of or in relation to or in connection with this Agreement or the breach thereof. If these negotiations fail to be settled by amicable means, all disputes arising in connection with this Agreement shall, at the request of any party to the dispute, be submitted to final and binding arbitration in accordance with the relevant rules of the Permanent Court of Arbitration operating at the side of the Budapest Chamber of Commerce and Industry in Hungary. Language of the proceedings shall be English. 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. ChemAxon may modify this EULA at any time without notice to you, so it is advisable to review and/or download it frequently. You may terminate the EULA pursuant to Section 3 if you do not accept any additional or different terms and conditions. All additional or different terms shall automatically be effective, unless stated otherwise, as of either (i) fifteen (15) days from the date of the last modification if such additional or different terms do not reduce your rights, or (ii) ninety (90) days from the date of the last modification if such additional or different terms reduce your rights. The date of the last modifications is indicated on the top of the first page of the EULA, see “last modified … on…” directly below the title of this EULA. Versions of EULA are stored. Any changes, additions and deletions by you to these terms and conditions shall not be accepted by ChemAxon and shall not be part of this EULA and shall be null and void. Each Party is free to enter into similar agreements with other parties.

7. BUNDLED THIRD PARTY PRODUCTS

CHEMAXON SOFTWARE contains third-party software, listed in this Section 7, which may require additional third-party software license(s) depending on your method of deploying CHEMAXON SOFTWARE. You may need to secure additional licenses regarding such third party software. It is your responsibility to get informed and enter into the appropriate agreement with such software licensor and comply with its software terms and/or end user license agreement. ChemAxon shall assume no liability whatsoever with regard to your use of bundled third-party software products mentioned herein.

8. SPECIAL CONDITIONS FOR EVALUATION AND DEVELOPER LICENSES

The special terms in this section are complementary to the others herein. It covers and governs terms and conditions that differ or alter from or amend the same set forth in this EULA. The provisions of this section should be interpreted together with other sections of the EULA to understand complete terms and conditions regarding providing CHEMAXON SOFTWARE for your special purposes including evaluation and/or development of your applications. So, provisions of other sections of this EULA also apply. Therefore, it is strongly recommended to check and read all sections. If there is any inconsistency or conflict between the provisions of this Section 8 and others herein, terms and conditions of this Section 8 shall govern and control regarding your evaluation of CHEMAXON SOFTWARE and/or development of your applications.

1. In case of any breach of the special conditions herein, you shall compensate ChemAxon in full for any damage caused by any breach of your obligations under this EULA, including any damage caused by third parties who may receive access to CHEMAXON SOFTWARE as a result of your breach. Such compensation shall be without prejudice to ChemAxon’s rights and remedies under this EULA and/or the applicable law such as ChemAxon’s right to demand specific performance or compensation for damages if the damages incurred exceed the amount of the compensation.

   Evaluation End User License

2. Under the Evaluation End User License, ChemAxon hereby shall grant you non-exclusive rights to use, execute and perform CHEMAXON SOFTWARE solely for internal research purposes and for the purpose of evaluating and assessing CHEMAXON SOFTWARE. The Evaluation End User License is commencing from date of installation and is valid for a limited period of time (“Evaluation Term”) and may be subject to other restrictions as communicated by ChemAxon. Applicable license conditions, including without limitation scope, Evaluation Term, number of users/nodes/computers, and license fee, may be specified in the Application Documents. You shall at all times restrict the internal use of CHEMAXON SOFTWARE to Authorized Personnel only as defined hereinafter. Full access to CHEMAXON SOFTWARE is subject to payment of the applicable fees and any other terms associated with CHEMAXON SOFTWARE as defined above.

3. Without obtaining prior written approval from ChemAxon, you may not use CHEMAXON SOFTWARE and any and all parts thereof (i) with any unsupported software or hardware (as described in the applicable documentation provided by ChemAxon), (ii) for any time-sharing, outsourcing, service bureau, hosting, application service provider or like purposes or (iii) for demonstration purposes.

4. You shall not, at any time, disclose to any third party any information, documentation, benchmark results and/or proprietary materials including without limitation technical characteristics, test results and results of any performance, functional or other evaluation obtained from using or relating to CHEMAXON SOFTWARE evaluated (altogether “Results”). You may have the right to share such Results only with your employees or agents directly involved in making the decision about the purchase license of CHEMAXON SOFTWARE, provided that, you ensure that such employees or agents accept the duty to keep such Results in secret (“Authorized Personnel”). Any of such Results acquired by you during the Evaluation Term and thereafter shall not be (i) archived, stored, copied or uploaded to computers’ hard drives or media or made available via your corporate database that are accessible for employees or agents other than Authorized Personnel or (ii) used in your regular business activities or regular business activities of any third parties. Furthermore, you shall not use these Results in any activities that incur direct or indirect revenue for you and/or any third party.

5. Upon expiry of the Evaluation Term and thereafter, (i) you may not use CHEMAXON SOFTWARE and any and all parts thereof and (ii) this EULA shall immediately terminate and all the rights granted to you under this EULA shall become null and void.

6. After expiry of the Evaluation Term or termination of this EULA, nothing shall obligate you to license CHEMAXON SOFTWARE on standard license conditions. Similarly, CHEMAXON reserves the right at its sole discretion to refuse standard licensing CHEMAXON SOFTWARE to you.
   
   Evaluation Developer License

7. For Evaluation Developer License, all special conditions of the Evaluation End User License also apply. If there is any inconsistency or conflict between the provisions of Evaluation Developer License and Evaluation End User License, conditions of Evaluation Developer License shall prevail.

8. During the Evaluation Term, Evaluation Developer License authorizes you to investigate integration and usage of CHEMAXON SOFTWARE and parts thereof solely for internal developing and testing your applications that you intend to provide to your end users who may be interested in using such applications with CHEMAXON SOFTWARE. Such authorization is valid to the extent if and insofar as CHEMAXON SOFTWARE allows, without you breaching any provision of Sections 1 and 4 in this EULA.

9. Upon ChemAxon's request, you shall provide an integration plan and development schedule to ChemAxon prior to the Evaluation Term. Applicable license conditions, including without limitation scope, Evaluation Term, integration plan, development schedule, number of users/nodes/computers, or license fee, may be specified in the Application Documents.

10. Notwithstanding the provisions of Section 8.6, after expiry of the Evaluation Term, you may enter into either Value Added Reseller License Agreement or Independent Software Vendor Agreement with ChemAxon.

11. Obligations provided in Sections 8.3 throughout 8.6 and 8.10 of this EULA shall survive the termination of this EULA.