This End User License Agreement (“EULA”) was last modified in January, 2023. What's new in Chemaxon's EULA
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 (or one of its affiliates) (“Chemaxon") for the software that accompanies this EULA, which includes computer software, the data supplied with the software, and the associated media (“Chemaxon Software”), printed materials, online or electronic documentation (“Documents”). This EULA, together with the price quotation (“Quote”), shall govern Licensee’s access and use of the Chemaxon Software.
LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS EULA AND THE QUOTE 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.
1.1 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 Documents for its internal business purposes in accordance with the License Types.
1.2 Third Party Use. If Licensee is a business entity, Licensee may allow its contractors (each, an “Authorized User”) to use the Chemaxon Software 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 approaching Chemaxon Software a separate written consent from Chemaxon is required.
1.3. Right Reserved. Chemaxon Software and Documents 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 Documents. Any use of Chemaxon Software and Documents 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.
1.4 Ownership. Chemaxon retains ownership of the Chemaxon Software and Documents and all related intellectual property rights.
2.1 Licensee and its Authorized User must do the following:
a) treat Chemaxon Software and Documents 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, and/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 Documents 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, and Crimea) 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 its employees and representatives in accordance with the terms of this EULA.
2.2 Except as expressly set out in this EULA or by mandatory law, Licensee must not and must not allow its Authorized User, to do the following:
a) copy Chemaxon Software or Documents 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 Documents;
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, data generated by Chemaxon Software and proprietary data types in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), 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.
According to the license conditions herein, Licensee must pay the fees set out in each Quote. Chemaxon will issue an invoice to Licensee. Payment of invoice must be made within thirty (30) days of the receipt of such invoice.
4.1 Chemaxon is not obligated under this agreement to provide any support services for Chemaxon Software. Any support provided is “as is”, “with all faults”, and without warranty of any kind other than the ones provided herein in Clause 6.
4.2 Although not obligated under this EULA, Chemaxon may, at its sole discretion, issue software updates, patches and fixes (collectively, “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.
5.1 This EULA is effective until expiration or terminated by either party.
5.2 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.
5.3 Either party may terminate this EULA at any time upon providing the other party with thirty (30) days prior written notice, which will take effect at the end of the then current contract month. If the Licensee terminates this EULA without cause under this clause 5.3, Licensee acknowledges and agrees that no refund will be issued. If Chemaxon terminates this EULA without cause under this clause 5.3, 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.
5.4 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 Documents then in Licensee’s possession, custody or control and, in the case of destruction, certify to Chemaxon that Licensee has done so.
5.5 Rights and obligations under this EULA that, by their nature should survive, will survive termination, as well as obligations for payment.
6.1 Chemaxon warrants that:
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 Documents; and b. that the Documents correctly describe the operation of Chemaxon Software in all material respects for a period of 90 days from the date of Licensee’s installation of Chemaxon Software (“Warranty Period”).
6.2 The limited warranty set forth in this clause 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.
6.3 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 Documents, 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.
6.4 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.
7.1 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 Documents meet its requirements.
7.2 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.
7.3 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.
7.4 THIS EULA SETS OUT THE FULL EXTENT OF CHEMAXON’S OBLIGATIONS AND LIABILITIES IN RESPECT OF THE SUPPLY OF CHEMAXON SOFTWARE AND DOCUMENTS. 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 DOCUMENTS 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.
7.5 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.
7.6 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.
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.
9.1 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 (as defined in License Types) 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.
9.2 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. Licensee consents to the incorporation of such mechanisms. Licensee shall not interfere with the license management software in any way.
10.1 This EULA is prepared in the English language and made available on Chemaxon’s website. The parties intend that this EULA and the Quote 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.
10.3 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.
10.4 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.
10.5 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.
10.6 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.
For the purposes of the license types listed herein and for this EULA, User means an individual User who (i) uses Chemaxon Software or (ii) uses the results generated through Chemaxon Software in another interactive software (“User”).
Chemaxon Software may be purchased under the following license types:
Named User License: allows access to Chemaxon Software by a specific number of named Users. Only the Users who are specifically named in the Quote shall access Chemaxon Software.
• Seat License: means a Named User License for the number of Users which is specified in the Quote. Licensee shall keep records of the names of the Users who were provided with a license and the details of the frequency in case of reassignment of a license from one User to another.
Concurrent License: means a license to install and use Chemaxon Software, provided the number of simultaneous Users may not exceed the number of total licenses acquired.
Site-Based License: means a type of license that allows access to Chemaxon Software from location(s) specified in the separate agreement between Licensee and Chemaxon. Proxy or community access from locations not listed in the separate agreement is strictly prohibited.
Multi-site/Global License: Means a license that permits use of Chemaxon Software at two or more Licensee sites for the number of Users specified in the separate agreement between Licensee and Chemaxon within one third party application.
Enterprise License: means a license that permits use of Chemaxon Software for a specified number of Users throughout Licensee’s organization. This license enables use in multiple third party applications, as specified in the separate agreement between Licensee and Chemaxon.
Evaluation (aka trial): means a time-limited license that allows one or more Users to install and use Chemaxon Software only for trial purposes, excluding any production or commercial use. Licensee shall not disclose to any third party or use in production any information, documentation, benchmark results and/or proprietary materials including without limitation technical characteristics, test results, data generated from Chemaxon Software and results of any performance, functional or other evaluation obtained from using or relating to Chemaxon Software evaluated (altogether “Results”).
Restricted License: means a license to use Chemaxon Software only in the environment and/or third party application that is defined in the separate agreement between Licensee and Chemaxon.
Perpetual License: means a license to use Chemaxon Software for an unlimited period of time. Support and maintenance is included in the first 12-months period and it is automatically renewed annually subject to additional fees. In addition to standard support, Licensee will have access to new versions of Chemaxon Software that are released on or before the expiration of support and maintenance period. Renewal of support and maintenance must be completed before expiration of the existing support and maintenance subscription. Subscriptions that are expired for more than 60 days cannot be reinstated and a new license purchase will be required.
An active support and maintenance agreement is required in cases of use of Chemaxon Software within a third party application.
Pro-rata credits for the existing Perpetual Licenses will be calculated as a portion of a five-year period and can be used towards transition to an annual license for the same Chemaxon Software.
Node-locked License: means license that allows access to Chemaxon Software on one or more hardware devices as specified in a separate agreement between Licensee and Chemaxon.
Consumption based licenses: means license types based on usage of a measurable technical resource. The following examples may occur, not exclusively:
• Core/Processor Points License: means a license to run Chemaxon Software for up to a specified quantity of CPU hours.
• Volume of Data Licensed Software: means a license to run Chemaxon Software on up to a specified quantity of compounds or calculations.
• Processor (per Processor/CPU) License: means a license based on the number of CPU/processor sockets on which the Chemaxon Software will run, and not the logical processors aka cores.
• Token-Based License: A token is a measure used to describe the use of any instance of Chemaxon Software at a given time. Each use or running of a functionality/calculation using Chemaxon Software at a given time shall count as a certain number of tokens, as determined, measured and administered by license management program mechanisms provided as part of Chemaxon Software. Within a Token Library, a token is interchangeable and permits usage of Chemaxon Software.
Commercial User Licenses: means a license to expose the functionality and/or the results generated by Chemaxon Software made available as part of a solution to external parties. The following examples may occur, not exclusively:
• Catalog companies: license permits catalog companies to expose Chemaxon search technology on public facing website to allow their clients to search one or more cataloges.
• Database companies: license permits database companies to generate data from Chemaxon Software and include it into databases created by them.
• Contract Research Organization: license permits research activities, or any other service conducted by Licensee for or to any person or entity not a party to this EULA for financial gain or other commercial purposes.
• Independent Contractors: license permits the use of Chemaxon Software on behalf or for the benefit of an external client.