End User License Agreement (EULA)¶
This End User License Agreement (“EULA”) was last modified in 30 September 2026.
This EULA is a legal agreement between you, either an individual consumer or a business entity (“Licensee”) and Chemaxon Kft. of Váci út 133., Budapest, Hungary, H-1138, an Affiliate of Certara, Inc., a Delaware corporation with a principal place of business at 4 Radnor Corporate Center, Suite 350, Radnor, PA 19087 USA ("Certara") or one of its Affiliates (“Chemaxon"). This EULA shall govern Licensee’s access and use of (a) any Chemaxon Software; and (b) Documentation as defined under the Definitions section.
The following terms shall also form part of this EULA: (i) the Quote, (ii) the Order Form, (iii) the Support Service Agreement (“SSA”) available at https://docs.chemaxon.com/latest/legal_support-service-agreement-ssa.html, or (iv) any other separate written agreement expressly stated to form part of this EULA and executed by both parties. If a term or a condition of an Order Form or a separate written agreement conflicts with a term or condition of this EULA, the provisions of such Quote, Order Form, SSA or written agreement shall prevail unless specifically stated to the contrary therein.
LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, ACCESSING, ACTIVATING OR OTHERWISE USING CHEMAXON SOFTWARE. IF LICENSEE DOES NOT HAVE AUTHORITY TO ENTER INTO THIS EULA OR DOES NOT AGREE TO THE TERMS OF THIS EULA, THEY SHALL NOT INSTALL, COPY, ACCESS, ACTIVATE OR USE CHEMAXON SOFTWARE.
1. DEFINITIONS¶
“Affiliate” means any legal entity (such as a corporation, partnership, or limited liability company such as subsidiary, joint venture or partnership) that directly or indirectly controls or is controlled by or is under common control with a Party.
“AI Systems” means artificial intelligence, machine learning, large language model, foundation model, generative AI, or similar technologies or systems.
“Authorized User” means End Users and technical or administrative personnel who support End Users in connection with the Chemaxon Software.
“Business Partner” means a third-party authorized by Chemaxon to market, distribute, sublicense, or resell Chemaxon Software to natural persons or legal entities.
“Certara” means the entity defined in the introductory part of this EULA.
“Chemaxon” means the entity defined in the introductory part of this EULA.
“Chemaxon Software” means all computer software, the data supplied by Chemaxon with the software, and the associated media licensed by Chemaxon under this EULA to the Licensee and as defined in the Quote or a separate agreement.
"Confidential Information" means any information disclosed by the Discloser to the Recipient, directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as "Confidential," "Proprietary" or some similar designation, or learned by Recipient under circumstances in which such information would reasonably be understood to be confidential. Confidential Information may include information disclosed in confidence to discloser by third parties.
“Discloser” means the Party disclosing Confidential Information to the Recipient.
“Documentation” means all explanatory and informational materials, manuals, descriptions, user or installation instructions, or other works of authorship (program listings, programming tools, documentation, reports, drawings and similar works), concerning the Chemaxon Software in printed or electronic (online) format that Chemaxon makes available to Licensees for the Services.
“End User” means an Authorized User or individual Licensee who directly accesses and uses Chemaxon Software’s features and functionality for its intended purpose.
“EULA” means this End User License Agreement.
“Licensee” means a natural person or a business entity who receives the licence to use Chemaxon Software under this EULA, whether directly from Chemaxon or through a Business Partner, and includes Authorized Users and End Users, but does not include Business Partners.
“Recipient Party” means the Party receiving Confidential Information from the Discloser.
“Order Form” means any ordering document for multi-year deals that is mutually accepted by both Parties. For Marvin Cloud and other consumer-facing services, “Order Form” shall also include the online payment terms and conditions published on Chemaxon’s website applicable to credit card or other electronic payment methods, which are incorporated herein by reference.
“Output” means any output, data, results, or other content generated by Licensee or its Authorized Users through the use of Chemaxon Software under this EULA, including through Permitted AI Use.
“Party” means either Licensee or Chemaxon.
“SSA” means the Support Service Agreement, which sets forth the terms and conditions for the provision of support services by Chemaxon to Licensee, available at https://docs.chemaxon.com/latest/legal_support-service-agreement-ssa.html and incorporated herein by reference as an integral part of this EULA.
“Quote” means a price quotation issued by Chemaxon that defines the actual Chemaxon Software licensed, the licence fee or other fee payable, and which is accepted by the Licensee.
“Update” means a version of a Chemaxon Software released by Chemaxon to its customers that contains patches, fixes or workarounds, and that are not released as an Upgrade by Chemaxon.
“Upgrade” means a version of a Chemaxon Software released by Chemaxon to its customers from time to time under Chemaxon’s support/update plans, which may provide modifications and additional new features or functionality or remedy or developments, improvements and enhancements to existing functionality, or provide patches, fixes or workarounds.
“Use” means and includes utilization of the Chemaxon Software by copying, transmitting or loading the same into the permanent memory (e.g. hard disk, CD-ROM or other storage device) of the system for the processing of the system instructions or statements contained in such Chemaxon Software, or running or accessing the same as an application throughout the Chemaxon Software.
“Warranty Period” means the warranty period set out in Section 8 of this EULA.
2. LICENSE GRANT¶
2.1 Right to Use. Subject to and in consideration of Licensee’s full compliance with the terms and conditions of this EULA and Licensee’s payment of applicable licensee fees, Chemaxon hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, non-assignable, limited and revocable right and license to install and use Chemaxon Software and the Documentation for its internal business purposes.
2.2 Third Party Use. If Licensee is a business entity, Licensee may allow individuals to access and use the Chemaxon Software on Licensee’s behalf if they are Authorized Users solely for the purpose of providing services to Licensee, provided that such use is in compliance with this EULA. Licensee is liable for any breach of this EULA by any Authorized User. For avoidance of doubt, third parties that assist Licensee in integration, installation, maintenance and similar consultancy services are not considered to be Authorized Users. For this type of access to Chemaxon Software, a separate written consent from Chemaxon is required.
2.3 Right Reserved. Chemaxon Software and Documentation are licensed and not sold. Except for the license expressly granted in this EULA, Chemaxon, on behalf of itself and its suppliers, retains all rights in and to Chemaxon Software and Documentation. Any use of Chemaxon Software and Documentation other than as expressly set forth herein is strictly prohibited. Licensee acknowledges that it has no right to have access to the source code form.
2.4 Ownership. Chemaxon retains ownership of the Chemaxon Software and Documentation and all related intellectual property rights.
2.5 Output. Any Output shall be used by Licensee solely for its internal business purposes.
2.6 Artificial Intelligence
(a) Permitted AI Use. Licensee may use AI Systems to access, retrieve, search, analyze, and process content from the Chemaxon Software and Output, including through application programming interfaces or other technical means made available or authorized by Chemaxon, and to combine such content with Licensee data or other data sources, in each case solely for Licensee’s and its Affiliates’ internal research, scientific, drug development, regulatory, and related business purposes (the “Permitted AI Use”). Permitted AI Use may include retrieval-augmented generation, inference-time processing, prompt engineering, workflow configuration, temporary contextual processing, creation and use of embeddings, vector representations or retrieval indexes, and generation of analyses, summaries, hypotheses, conclusions, signals, or other outputs.
(b) AI Restrictions. Licensee shall not, and shall not permit any Authorized User, Affiliate, contractor, AI System provider, or other third party to: (i) use Chemaxon Software, Output, or any portion, extract, or content thereof to pre-train, train, fine-tune, retrain, distil, or otherwise modify the weights, parameters, or underlying capabilities of any AI System, or create a training dataset for any such purpose (“Model Training”); (ii) use Chemaxon Software or Output content as an evaluation or benchmarking corpus to develop, improve, or commercialize an AI System or other product or service; (iii) provide or transmit Chemaxon Software or Output content to any third-party AI System provider unless the applicable contractual terms and technical configuration prohibit such provider from using such content, or prompts or other inputs containing such content, to train, fine-tune, improve, or develop its models or services or for any purpose other than providing the applicable services to Licensee; or (iv) circumvent or attempt to circumvent the foregoing restrictions through anonymization, paraphrasing, transformation, aggregation, or other processing of Chemaxon Software or Output content. For clarity, Model Training does not include the Permitted AI Use.
(c) Anti-Circumvention. Licensee shall not use Chemaxon Software or Output content, whether through an AI System or otherwise, to reconstruct, reproduce, or create a substitute for the Chemaxon Software or any substantial portion thereof, or to develop or provide a product or service that competes with the Chemaxon Software or another Chemaxon or Certara product or service. Licensee shall not scrape, crawl, systematically extract, or otherwise access Chemaxon Software content except through functionality, application programming interfaces, or other technical means made available or authorized by Chemaxon, or circumvent, disable, or impair any technical protection, access control, rate limitation, watermark, identifier, or tracking element implemented by Chemaxon.
(d) Third-Party AI Providers. A third-party service provider, including an AI System provider, may process Chemaxon Software or Output content solely on Licensee’s behalf for the Permitted AI Use, provided the provider is bound by confidentiality obligations and is prohibited from Model Training, model or service improvement using such content, and independent use or disclosure of such content. Licensee remains responsible for its third-party recipients and service providers.
(e) Post-Term AI Obligations. Upon expiration or termination of this EULA, Licensee shall cease AI access to the Chemaxon Software and delete, and instruct its service providers to delete, any repository, corpus, vector store, retrieval index, embedding collection, cache, or similar machine-readable representation containing or permitting retrieval of a substantial portion of the Chemaxon Software or Output from systems controlled by Licensee or operated on Licensee’s behalf. Routine archival and disaster-recovery backups may be retained until deleted in the ordinary course, provided they are not otherwise accessed or used.
2.7 Subject to Licensee’s compliance with this EULA and payment of all applicable fees, Chemaxon does not claim any ownership or intellectual property rights in the Output generated by Licensee through authorized use of the Chemaxon Software. For the avoidance of doubt, this section does not grant Licensee any rights in the Chemaxon Software, Documentation, or any underlying data, algorithms, or intellectual property of Chemaxon used to generate such Output.
3. LICENSE CONDITIONS¶
3.1 Licensee and its Authorized User must do the following:
(a) treat Chemaxon Software and Documentation as Chemaxon confidential information;
(b) use the Chemaxon Software only on as many computers or devices that Licensee purchased, in such configurations permitted by Chemaxon, or in accordance with the applicable unit of measure, each as may be specified on Quote;
(c) use the license for Chemaxon Software in one environment only. In case the Chemaxon Software is to be used in more than one environment, the appropriate number of licenses is required;
(d) keep all copies of Chemaxon Software and Documentation secure and to maintain accurate and up-to-date records of the number and locations of all copies of Chemaxon Software;
(e) abide by the export control and economic sanctions laws of the United States, the European Union and other applicable jurisdictions. Under these laws, the Software must not be used, sold, leased, exported, imported, re-exported or transferred except in compliance with such laws, including, without limitation, export licensing requirements, end user, end-use and end-destination restrictions, prohibitions on dealings with sanctioned individuals and entities, including but not limited to persons on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List, or the U.S. Department of Commerce Denied Persons List. Licensee represents and warrants that it is not the subject or target of, and that Licensee is not located in a country or territory (including without limitation, North Korea, Cuba, Iran, Syria, Russia, Belarus, Venezuela and oblasts of Ukraine) that is the subject or target of economic sanctions of the United States, European Union or other applicable jurisdictions; and
(f) supervise and control use of Chemaxon Software and ensure that Chemaxon Software is used by Authorized Users only in accordance with the terms of this EULA.
3.2 Except as expressly set out in this EULA or by mandatory law, Licensee must not and must not allow its Authorized User or a third-party, to do the following:
(a) copy Chemaxon Software or Documentation except where such copying is incidental to normal use of Chemaxon Software, or where it is necessary for the purpose of back-up or operational security;
(b) make available the functionality of Chemaxon Software in any manner to third parties (other than allowed by this EULA) including rent, lease, resale, sub-license, loan, translate, merge, adapt, vary or modify Chemaxon Software or Documentation;
(c) make alterations to, or modifications of, the whole or any part of Chemaxon Software, nor permit Chemaxon Software or any part of it to be combined or integrated with, or become incorporated in, any other third-party’s programs or applications without the prior written consent of Chemaxon;
(d) disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of Chemaxon Software nor attempt to do any such activity;
(e) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or markings on or in Chemaxon Software;
(f) share or publish the results of any benchmarking of Chemaxon Software without prior written consent from Chemaxon;
(g) use any trademarks or service marks of Chemaxon, its affiliates without prior written consent from Chemaxon;
(h) use Chemaxon Software for high-risk activities, including without limitation online control systems, or use in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, life support, weapons systems or in any other device or system in which function or malfunction of Chemaxon Software could result in death, personal injury or physical or environmental damage;
(i) use Chemaxon Software for activities related to weapons of mass destruction, including but not limited to, activities related to the design, development, production or use of nuclear materials, nuclear facilities, nuclear weapons, missiles or support of missile projects, or chemical or biological weapons;
(j) provide or otherwise make available Chemaxon Software (including but not limited to program listings, object and source program listings, object code and source code in it), in any form to any third-party other than Licensee’s employees without prior written consent from Chemaxon;
(k) publish the result of comparisons of data generated by using Chemaxon Software without the prior written permission of Chemaxon;
(l) circumvent, or attempt to circumvent, any trial period, evaluation period, or time-limited access to the Chemaxon Software by altering, falsifying, or using multiple email addresses or subscription credentials, or by any other means intended to extend or renew trial access without Chemaxon’s authorisation.
4. FEES AND PAYMENT TERMS¶
4.1 Fees. According to the license conditions herein, Licensee must pay the fees set out in each Quote or Order Form. For multi-year deals, the fees for each renewal year shall be set forth in the applicable Quote and the Order Form pursuant to which such Quote was issued. Chemaxon will issue an invoice to Licensee. Payment of invoice must be made within thirty (30) days of the receipt of such invoice.
4.2 For Marvin Cloud services, Chemaxon may offer a free trial period of up to fourteen (14) calendar days, during which Licensee may access the service for evaluation purposes. Upon expiration of the trial period, continued access requires payment via credit card or other electronic payment method accepted by Chemaxon. By providing payment information and completing the transaction through Chemaxon's website, Licensee agrees to be bound by this EULA, the applicable online payment terms and conditions published on Chemaxon's website, and any other applicable end user terms. For consumer subscriptions, completion of the online payment process shall constitute acceptance of this EULA.
4.3 Late Payment. If Licensee fails to make any payment due under this EULA by the due date, then, without limiting Chemaxon’s remedies under this EULA or applicable law:
(a) Licensee shall pay default interest on the overdue amount from the due date until actual payment at the rate equal to the reference interest rate applicable to the currency in which the relevant fee is invoiced, plus eight (8) percentage points per annum. For invoices denominated in euros (EUR), the reference interest rate shall be the interest rate applied by the European Central Bank to its most recent main refinancing operation. For invoices denominated in Hungarian Forints (HUF), the reference interest rate shall be the base rate of the Hungarian National Bank (Magyar Nemzeti Bank). However, in the case a Licensee is a consumer, the default interest payable shall in no case be greater than nine times the reference interest rate.
(b) Licensee shall pay Chemaxon a flat-rate compensation for recovery costs in the amount of forty euros (EUR 40) or the equivalent in Hungarian Forints at the official exchange rate of the Hungarian National Bank on the due date, which amount shall become due automatically without any notice or demand;
(c) Licensee shall reimburse Chemaxon for any reasonable costs of recovery exceeding the flat-rate amount referred to in subsection (b) above, including but not limited to legal fees and collection agency costs; and
(d) Chemaxon may, without liability to Licensee, suspend access to the Chemaxon Software until payment has been made in full.
5. SUPPORT SERVICES¶
5.1 The SSA, as defined in Section 1, shall automatically apply to any support services provided by Chemaxon to Licensee under this EULA. By accepting this EULA, Licensee also accepts and agrees to be bound by the terms and conditions of the SSA. In the event of any conflict between the terms of this EULA and the SSA with respect to support services, the terms of the SSA shall prevail.
5.2 Although not obligated under this EULA, Chemaxon may, at its sole discretion, issue Updates to Chemaxon Software which will be available on Chemaxon’s website for downloading. The Updates shall be governed by the terms of the EULA then in effect.
6. TERMINATION¶
6.1 This EULA is effective until expiration or terminated by either Party.
6.2 Consumer Rights under Hungarian Law (45/2014 Government Decree)
6.2.1 This Section 6.2. applies only to Licensees who qualify as “consumers” under Hungarian law, meaning natural persons acting for purposes which are outside their trade, business, craft or profession, in accordance with Government Decree 45/2014 (II.26.) on the detailed rules of contracts between consumers and businesses (“Consumer Decree”).
6.2.2 Right of Withdrawal. For distance contracts concluded online, consumers have the right to withdraw from this EULA without giving any reason within fourteen (14) calendar days. The withdrawal period shall expire fourteen (14) calendar days from the day of the conclusion of the contract. For Marvin Cloud and similar services with a free trial period, the contract is concluded and the 14-day withdrawal period commences upon registration for the free trial period, not upon commencement of the paid subscription period.
6.2.3 Exercise of Withdrawal Right. To exercise the right of withdrawal, the consumer must inform Chemaxon of the decision to withdraw from the contract by an unequivocal statement. The consumer may use the withdrawal form template attached as ANNEX 1 to this EULA, or may use the online withdrawal function on Chemaxon’s website, if available, or any unequivocal written statement. To meet the withdrawal deadline, it is sufficient for the consumer to send the communication concerning the exercise of the right of withdrawal before the withdrawal period has expired. Chemaxon shall acknowledge receipt of such withdrawal on a durable medium without undue delay.
6.2.4 Effects of Withdrawal. If the consumer withdraws from this EULA, Chemaxon shall reimburse all payments received from the consumer without undue delay and in any event not later than fourteen (14) days from the day on which Chemaxon is informed of the consumer’s decision to withdraw. Chemaxon shall carry out such reimbursement using the same means of payment as the consumer used for the initial transaction, unless the consumer has expressly agreed otherwise; in any event, the consumer shall not incur any fees as a result of such reimbursement.
6.2.5 Exceptions to the Right of Withdrawal. Pursuant to Section 29 of the Consumer Decree, the right of withdrawal does not apply in the following cases:
(a) Service contracts after full performance (Section 29(1)(a) of the Consumer Decree): where the service has been fully performed, but only if performance began with the consumer’s prior express consent and acknowledgement that the consumer will lose the right of withdrawal once the contract has been fully performed by Chemaxon;
(b) Digital content not supplied on a tangible medium (Section 29(1)(m) of the Consumer Decree): in respect of digital content which is not supplied on a tangible medium, if the performance began with the consumer’s prior express consent and the consumer acknowledged that the right of withdrawal is lost once performance has begun, and Chemaxon has provided confirmation to the consumer in accordance with Section 12(2) or Section 18 of the Consumer Decree.
6.2.6 Consumer Acknowledgements for Waiver of Withdrawal Right. For the exceptions under (a) and (b) above to apply, the consumer must: (i) expressly request that performance of the service or supply of digital content begins before the expiry of the 14-day withdrawal period; and (ii) acknowledge that by making such request, the consumer loses the right of withdrawal upon full performance of the service or commencement of supply of digital content. Chemaxon obtains such consent and acknowledgement during the registration or checkout process.
6.2.7 Withdrawal Form Template. The withdrawal form template is attached as ANNEX 1 to this EULA. The consumer may use this form to exercise the right of withdrawal, but is not obligated to do so.
6.2.8 Extended Withdrawal Period for Failure to Inform. If Chemaxon fails to provide the consumer with the information required under Section 11(1)(i) of the Consumer Decree regarding the right of withdrawal, the withdrawal period shall expire twelve (12) months after the end of the initial 14-day period. If Chemaxon provides such information within the 12-month period, the withdrawal period shall expire fourteen (14) days after the day upon which the consumer receives the information.
6.2.9 Chemaxon Contact for Withdrawal. To exercise the right of withdrawal, the consumer may contact Chemaxon at: Chemaxon Kft., Váci út 133., Budapest, Hungary, H-1138; E-mail: legal.europe@certara.com; or using the online withdrawal function, if available.
6.3 Without prejudice to any other rights, Chemaxon may terminate this EULA immediately by written notice to Licensee if Licensee or an Authorized User commits a material or persistent breach of this EULA which it fails to remedy (if remediable) within fifteen (15) days after receipt of written notice requiring Licensee to do so. This right to terminate applies accordingly if Chemaxon does not receive timely payment for the fees set out in the Quote.
6.4 Either Party may terminate this EULA at any time upon providing the other Party with thirty (30) days prior written notice. The termination shall take effect at the end of the month in which the written notice period lapses. If the Licensee terminates this EULA without cause under this Section 6.4 or is terminated by Chemaxon for cause, Licensee acknowledges and agrees that no refund will be issued. If Chemaxon terminates this EULA without cause under this Section 6.4, Chemaxon will refund the Licensee the prorated portion of fees prepaid for the usage beyond the date of termination within fifteen (15) days of the effective date of termination.
6.5 On termination for any reason:
(a) all rights granted to Licensee under this EULA shall cease;
(b) Licensee must immediately cease all activities authorized by this EULA; and
(c) Licensee must immediately and permanently delete or remove the Software from all computer equipment in its possession, and immediately destroy or return to Chemaxon (at its option) all copies of the Software and Documentation then in Licensee’s possession, custody or control and, in the case of destruction, certify to Chemaxon that Licensee has done so.
6.6 Rights and obligations under this EULA that, by their nature should survive, will survive termination, as well as obligations for payment.
7. CONFIDENTIALITY¶
7.1 Confidentiality. Recipient agrees not to use Discloser's Confidential Information or disclose, distribute or disseminate Discloser's Confidential Information except in furtherance of the performance of its obligations or enforcement of its rights hereunder or as otherwise expressly agreed by Discloser in writing. Recipient agrees to restrict access to such Confidential Information to its Representatives who need to know such Confidential Information for performing as contemplated hereunder and have agreed in writing to be bound by a confidentiality obligation no less protective than that contained in this EULA. Recipient shall exercise the same degree of care to prevent unauthorized use or disclosure of Discloser's Confidential Information to others as it takes to preserve and safeguard its own information of like importance, but in no event less than reasonable care. The confidentiality obligations set out in this Section 7 shall survive the termination or expiration of this EULA indefinitely.
7.2 Exceptions. The confidentiality obligations in this Section 7 shall not apply with respect to any of the Discloser's Confidential information which Recipient can demonstrate: (a) was in the public domain at the time it was disclosed to Recipient or has become in the public domain through no act or omission of Recipient; (b) was known to Recipient, without restriction, at the time of disclosure as shown by the files of Recipient in existence at the time of disclosure; (c) was disclosed by Recipient with the prior written approval of Discloser; (d) was independently developed by Recipient without any use of Discloser's Confidential Information by Representatives of (or contractors hired by) Recipient who had no access to or did not rely on Discloser's Confidential Information; (e) became known to Recipient, without restriction, from a source other than Discloser without breach of this EULA by Recipient and otherwise not in violation of Discloser's rights; or (f) is released from the term of this EULA by mutual agreement of the Parties in writing.
7.3 Return of Confidential Information. As between the Parties, Confidential Information shall remain the property of the Discloser. At any time, upon Discloser’s reasonable request, Recipient shall promptly (and in any event within 60 days) return to Discloser or destroy, at the election of the Discloser, any Confidential Information of the Discloser. In addition, within 30 days after termination of this EULA, Recipient shall (i) promptly return all tangible materials containing such Confidential Information to Discloser, (ii) remove all Confidential Information (and any copies thereof) from any computer systems of the Recipient, its contractors and its distributors, and confirm in writing that all materials containing Confidential Information have been destroyed or returned to Discloser, as applicable, by Recipient. Recipient shall cause its Affiliates and Representatives to strictly comply with the foregoing. In case Chemaxon, as Recipient, is requested by Licensee to save and deliver Licensee’s data to Licensee, an additional fee payable by Licensee to Chemaxon may apply. Notwithstanding the foregoing, (x) the Recipient may retain one copy of the Discloser’s Confidential Information for archival purposes and as reasonably necessary to demonstrate compliance with the terms and conditions of this EULA, including in connection with legal proceedings and (y) neither the Recipient nor any of its Representatives shall be required to delete or destroy any electronic back-up media or other electronic back-up files that have been created solely by the automatic or routine archiving and back-up procedures of the Recipient or its Representatives, to the extent created and retained in a manner consistent with its or their standard archiving and back-up procedures.
8. LIMITED WARRANTY¶
8.1 Chemaxon warrants that for a period of 90 days from the date of Licensee’s installation of Chemaxon Software (“Warranty Period”):
(a) Chemaxon Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documentation; and (b) that the Documentation correctly describes the operation of Chemaxon Software in all material respects.
8.2 The limited warranty set forth in this Section is the only express warranty made to Licensee and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentations, packaging, or other communications. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHEMAXON PROVIDES THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS. CHEMAXON HEREBY DISCLAIM ALL OTHER WARRANTIES, GUARANTEES, OR CONDITIONS. ANY (IF ANY) IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE SOFTWARE.
8.3 If, within the Warranty Period, Licensee notifies Chemaxon in writing of any defect or fault in Chemaxon Software as a result of which it fails to perform substantially in accordance with the Documentation, Chemaxon will, at its sole option, either repair or replace Chemaxon Software, provided that Licensee makes available all the information that may be necessary to help Chemaxon to remedy the defect or fault, including sufficient information to enable it to recreate the defect or fault.
8.4 The warranty does not apply:
(a) if the defect or fault in Chemaxon Software results from Licensee having altered or modified Chemaxon Software; and
(b) if the defect or fault in Chemaxon Software results from Licensee having used Chemaxon Software in breach of the terms of this EULA; and
(c) Chemaxon Software is not up to date with all updates, enhancements and new versions/releases released by Chemaxon.
9. LIMITATION OF LIABILITY¶
9.1 Licensee acknowledges that Chemaxon Software has not been developed to meet its individual requirements, including any particular cybersecurity requirements Licensee might be subject to under law or otherwise, and that it is therefore Licensee’s responsibility to ensure that the facilities and functions of Chemaxon Software as described in the Documentation meet its requirements.
9.2 Chemaxon shall not be liable to Licensee, whether in contract, tort (including negligence), breach of statutory duty, infringement, or otherwise, arising under or in connection with this EULA for loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; wasted expenditure; loss of corruption of data or information; loss of business opportunity, goodwill or reputations, where any of the preceding losses are direct or indirect; or any special, indirect or consequential loss, damage, charges or expenses.
9.3 Chemaxon’s maximum aggregate liability under or in connection with this EULA whether in contract, tort (including negligence), infringement, or otherwise, shall in all circumstances not exceed the actual amount payable by the Licensee for Chemaxon Software under the Quote.
9.4 THIS EULA SETS OUT THE FULL EXTENT OF CHEMAXON’S OBLIGATIONS AND LIABILITIES IN RESPECT OF THE SUPPLY OF CHEMAXON SOFTWARE AND DOCUMENTATION. EXCEPT AS EXPRESSLY STATED IN THIS EULA, THERE ARE NO CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS, EXPRESS OR IMPLIED, THAT ARE BINDING ON CHEMAXON. ANY CONDITION, WARRANTY, REPRESENTATION OR OTHER TERM CONCERNING THE SUPPLY OF CHEMAXON SOFTWARE AND DOCUMENTATION WHICH MIGHT OTHERWISE BE IMPLIED INTO, OR INCORPORATED IN, THIS EULA WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
9.5 Licensee is solely responsible for its data. Licensee must back up its data before Chemaxon or a third-party performs any remedial, upgrade or other work on its production systems. Licensee acknowledges that it is a best practice to have more than one back up copy of its data. If applicable law prohibits exclusion of liability for lost data, then Licensor will only be liable for the cost of the typical effort to recover the lost data from its last available back up.
9.6 Except as stated in this Section, all claims must be made within the period specified by applicable law. If the law allows the parties to specify a shorter period for bringing claims, or the law does not provide a time at all, then claims must be made within 12 months after the cause of action accrues.
10. INDEMNIFICATION¶
The Licensee agrees to indemnify, defend, and hold harmless Chemaxon from and against any claim, loss, obligation, demand, damage, judgment, award, cost, liability, expense, and fee (including attorney’s fees) as a result of any claim, demand or proceedings brought or threatened against Chemaxon in connection with (i) Licensee’s use of, access to, or misuse of Chemaxon Software; (ii) Licensee’s breach of this EULA; (iii) Licensee’s violation of any third-party right, including without limitation any copyright, property, or privacy right.
11. AUDIT RIGHTS¶
11.1 General. Chemaxon shall have the right to audit Licensee’s use of the Chemaxon Software to ensure compliance with the terms of this EULA, any applicable Quote and any applicable third-party provider terms and conditions during the term of the EULA and 2 years after. Licensee must: (a) maintain and use systems and procedures that allow Licensee to accurately track the use of the Chemaxon Software; (b) certify to Chemaxon in writing, at Chemaxon’s request, that the use of Chemaxon Software fully complies with this EULA, indicating the number of Users and Chemaxon Software licenses deployed at that time; and (c) cooperate fully and timely with Chemaxon and its auditors if Chemaxon notifies Licensee that it will conduct an audit to confirm compliance with this EULA. If Chemaxon determines that Licensee does not comply with this EULA, e.g. Licensee have over-deployed Chemaxon Software, Licensee agrees to immediately purchase licenses at the then-current list price without any discount and bring the use into compliance. If Licensee over-deployed Chemaxon Software by 5% or more, then Licensee agrees to pay the total cost of the audit, in addition to any other liabilities Licensee may have.
11.2 License Management Software. Chemaxon may at its sole discretion use license management software to check and control Chemaxon Software from being used beyond the scope of this EULA. Chemaxon may collect telemetry data from the license keys it provides for the Chemaxon Software, including but not limited to usage frequency, feature activation, and system environment information, for purposes of license compliance verification, product improvement, and support optimization. Licensee consents to the incorporation of such mechanisms and to the collection and processing of such telemetry data. Licensee shall not interfere with the license management software in any way.
12. MISCELLANEOUS¶
12.1 This EULA is prepared in the English language and made available on Chemaxon’s website. The parties intend that this EULA (together with any applicable Quote, Order Form, or separate written agreement) set forth all of the terms and conditions with respect to the subject matter hereof, and agree that any purchase order, sales acknowledgement or other document shall be excluded and therefore shall be disregarded and have no force and effect.
12.2 Chemaxon’s Privacy Policy describes the information Chemaxon collects when Licensee and others use the Software. It also describes how Chemaxon uses any personal information Licensee shares with Chemaxon. The Privacy Policy is incorporated herein by reference and forms part of this EULA. By agreeing to this EULA, Licensee is also consenting to Chemaxon’s use of Licensee’s personal information in accordance with Chemaxon’s Privacy Policy. Please click here to review our Privacy Policy.
12.3 No remedy referred to in this EULA is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to in this EULA or otherwise available under the applicable law.
12.4 This EULA shall be construed in accordance with and governed by the laws of Hungary, without regard to the conflict of laws principles thereof. In the event of any dispute, breach, controversy, difference or claim arising out of or relating to any provision of this EULA, Licensee and Chemaxon shall first try to settle those conflicts by amicable means. All disputes arising in connection with this EULA, which cannot be settled amicably, shall be exclusively settled by the court having competence under Hungarian court procedure laws.
12.5 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.
12.6 Chemaxon may modify this EULA at any time by publishing a new version on its website. All modifications to the EULA shall be effective thirty (30) days after such publish. Licensee may terminate the EULA by written notice to Chemaxon during such period of time if Licensee does not accept the modified terms and conditions. Use of the Chemaxon Software after that constitutes Licensee’s acceptance of the modified EULA.
12.7 Notice. Any notice, consent, approval, or other communication required or permitted under this EULA to be “written” or “in writing” shall be considered validly given if (a) delivered in person, (b) sent by registered mail or courier with proof of delivery, (c) transmitted by electronic mail (email) to an address designated by the receiving Party, or (d) in the case of notices or communications from Chemaxon to Licensee, made available as a downloadable document on Chemaxon’s website at a persistent URL and notified to Licensee by email, provided that such document is stored in a manner that allows its retrieval and reproduction unchanged (durable medium). Notices shall be deemed received (i) upon delivery if delivered in person, (ii) upon confirmed receipt if sent by registered mail or courier, (iii) upon transmission if sent by email during normal business hours of the recipient (or on the next business day if sent outside such hours), or (iv) upon the sending of the notification email if made available on Chemaxon’s website in accordance with subsection (d) above.
ANNEX 1¶
CONSUMER WITHDRAWAL FORM TEMPLATE
(Complete and return this form only if you wish to withdraw from the contract)
To: Chemaxon Kft., Váci út 133., Budapest, Hungary, H-1138; E-mail: legal.europe@certara.com
I/We hereby give notice that I/We withdraw from my/our contract for the provision of the following service:
Service:
Date of contract conclusion:
Name of consumer(s):
Address of consumer(s):
Signature of consumer(s) (only for paper-based notices):
Date:
FOGYASZTÓI ELÁLLÁSI NYILATKOZAT MINTA
(Csak a szerződéstől való elállási szándék esetén töltse ki és juttassa vissza)
Címzett: Chemaxon Kft., 1138 Budapest, Váci út 133.; E-mail: legal.europe@certara.com
Alulírott(ak) kijelenti(k), hogy gyakorlom/gyakoroljuk elállási jogomat/jogunkat az alábbi szolgáltatás nyújtására irányuló szerződés tekintetében:
Szolgáltatás:
Szerződéskötés időpontja:
Fogyasztó(k) neve:
Fogyasztó(k) címe:
Fogyasztó(k) aláírása (kizárólag papír alapú nyilatkozat esetén):
Kelt: