SOFTWARE LICENSE AGREEMENT FOR END-USERS
MOLOMICS BIOTECH, S.L. registered at the Mercantile Registry of Barcelona, at Volume 44.619, Sheet 76, Page B-461.371, 1st Registration, bearer of the Tax Identification Number ESB66.444.605 (hereinafter, “Molomics”) is willing to license the Application identified below to you under the condition that you accept all of the terms contained in this software license agreement for end-users (the “Agreement”). Please read the Agreement carefully. By downloading or installing the Application (as defined below) you accept the terms and conditions of this Agreement.
This Agreement is entered into by and between Molomics, and you as the User (hereinafter, Molomics and the User, jointly the “Parties”).
WHEREAS Molomics is the owner of the software called “Lead Designer” which allows to draw molecules in mobile devices (hereinafter, the “Application”).
WHEREAS Molomics has the right to and desires to license the Application so that it can become available for public use and entertainment.
WHEREAS the User desires to acquire a free, non-exclusive license to use the Application to draw molecules.
THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
"Licensed Application" or the “Application” means the current version of the Application available on the Google play store, the Apple app store and/or Molomics' website www.molomics.com.
“Industrial and Intellectual Property” means all (i) registered patents, designs and trademarks, utility models, copyright and database rights; (ii) all other industrial or intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or will be recognized in the future; (iii) applications for registration, extensions and renewals in relation to any such rights; and (iv) the expression of any original creation or work, in any form, either tangible or intangible, including, without limitation, software, source code, object code, technical documentation, user manuals, training materials, drawings, graphics, logos, documentation, audiovisual effects music, video, settings, artwork, sound effects, scripts, stories, dialogs, as well as the results of the transformation, modification, update, upgrade, new versions, or amendments of such creations or works.
Subject to the terms and conditions of this Agreement, this License is a personal use license, a non-exclusive, non-transferable, non-sublicensable, limited right to use the Application and temporary License to use the Licensed Application, for an indefinite term starting on the date of downloading or installation of the Application, free of charge to the User, for exclusively personal, non-commercial use, and which allows the User to use the Application on any mobile device that is enabled and is owned or is under the User’s control in accordance with the terms set forth in this License. The User can use the Application only for entertainment purposes and shall not permit any third party to use the Application in any way whatsoever, nor use or allow the use of the Application by or on behalf of or for the benefit of any third party in any way whatsoever and the User will neither use nor permit the use of the Application as part of a service supplied to any third party.
The User agrees not to transfer, rent, lease, transmit, lend, sell, redistribute or sublicense the Application, or make it available to third parties or make it available over the Internet so it could be downloaded by other channels that are external to Molomics or for distribution to be used by third parties or simultaneously by multiple mobile devices.
The User may not perform, nor allow, authorize or assist others in copy, decompile, reverse-engineer, disassemble, photographic or video reproduction, or the like on the Application and/or the use of the Application to attempt to learn information about the internal architecture, design, operation, features, or functionality, attempt to derive the source code, copy, reproduce, modify, totally or partially, or create derivative works of the Application, any of its updates, or any part thereof, in full or partially, directly or indirectly.
The User shall maintain reasonable security measures to safeguard the Application from access or use by any unauthorized person.
This license does not entitle the User to receive from Molomics any copies of the Licensed Application including but not limited to Licensed Application on disks, tapes or CDs, hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Licensed Application.
Molomics shall retain the title to any data and to any Industrial and Intellectual Property rights to the Licensed Application, and any upgrades, updates, and modifications of the Licensed Application and any other material related to the Licensed Application created by Molomics and on any suggestions, ideas, enhancement requests, data, feedback, recommendations or other information provided by the User or any other party relating to the Application, and Molomics’ products and services, as well as on the interactions and use as well as the data and results which are part of, included in, generated by, related to, or extracted or derived from the use and interactions of the Users with the Application and its different levels of challenge and complexity, the scores and/or progress in using the Application (the “App Data”).
Upon finishing the drawing of molecules and leaving the screen by clicking on "X", or abandoning the drawing interface without clicking on any of such buttons, the User agrees to transfer and assign the full ownership of all App Data generated by such User to Molomics as specified in the previous paragraph.
The Licensed Application will be distributed in compiled format and the User shall have no right to have access to the source code.
The User shall serve prompt notice to Molomics if the User becomes aware of any unauthorized use or exploitation of the whole or any part of the Licensed Application by any person or body.
The User shall obtain this license free of charge.
Please note that we ask you to provide some personal data during the registration. Communication of this personal data is compulsory. If this personal data is not communicated, you may not use the Application or benefit from its functionality. Also, once registered, you may log additional personal information. The communication of this additional personal information is optional.
Molomics shall have no obligation to offer support services to the User, and nothing contained herein shall be interpreted as to require Molomics to provide maintenance, installation services, debugging, consultation, or end-user support of any kind. If support services are available and are required by the User, this will be subject to a separate support agreement.
The User acknowledges that the Industrial and Intellectual Property of the Licensed Application developed and or/modified, updated, upgraded or released by Molomics under this Agreement, including enhancements and the documentation, is proprietary to Molomics. The User shall not disclose any of the confidential information. The User shall protect confidential information using not less than the same care with which it treats its own confidential information, but at all times shall use at least reasonable care. The User's obligation for confidentiality shall not extend to any information which is, or becomes, generally available to the public, is already known to, or subsequently disclosed by third parties to User and is at its free disposal, or is independently developed by User without the use of the confidential information disclosed by Molomics, or is required to be disclosed by law or by a Court decision or an arbitration award. The User shall (a) implement and maintain appropriate security measures to prevent unauthorized access to, or disclosure of, Molomics’s confidential information; (b) promptly notify Molomics of any unauthorized access or disclosure of Molomics’s confidential information; and (c) cooperate with Molomics reasonably in the investigation and remediation of any such unauthorized access or disclosure. The User shall not publish any information relating to the Licensed Application without the prior written consent of Molomics (consent may be withheld or given at the sole discretion of Molomics).
Except as otherwise expressly permitted in this Agreement, the User may not authorize or permit any third party to and may not (i) modify or create any derivative works of the Licensed Application or documentation related to the Licensed Application, including customization, translation or localization; (ii) decompile, disassemble, amend, update, upgrade, add to, enhance, reverse engineer, or otherwise attempt to derive the source code from the Licensed Application; (iii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Licensed Application; (iv) remove or alter any trademark, service mark, trade name, logo, copyright or other proprietary notices, legends, symbols or labels in the Licensed Application; or (v) publish any results of benchmark tests run on the Licensed Application to a third party without Molomics’s prior written consent.
Molomics represents to the User that Molomics has the right to grant the License on the Licensed Application and to enter into this agreement.
The Licensed Application is provided on an "as is" basis, without warranty of any kind, explicitly or implicitly, including without limitation the warranties that it is free of defects, satisfactory quality, virus free, accuracy, able to operate on an uninterrupted basis, merchantable, fit for a particular purpose or non-interfering. The entire risk as to the quality and performance of the Licensed Application is borne by User.
Except as expressly set forth in this Agreement, Molomics makes no representations or warranties whatsoever, expressed or implied.
By way of example, but not limitation, Molomics makes no representations or warranties of merchantability or fitness for a particular purpose of the Licensed Application and any particular application or that the use of the Licensed Application will not infringe any patents, copyrights or trademarks or other Industrial and Intellectual Property rights of third parties. Molomics shall not be liable for any liability or any other damage with respect to any claim by the User or any third party on account of, or arising from the license or use of the Licensed Application.
Should the Licensed Application proves to be defective in any respect, the User and not Molomics should assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this Agreement. No use of the Licensed Application is authorized hereunder except subject to the application of this disclaimer.
In no event shall Molomics be liable for any indirect, special, incidental or consequential damages arising out of the use of or inability to use the Licensed Application, including, without limitation, damages for loss of profits, loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.
User has no right to claim any compensation based on the User's use of the Licensed Application.
This Agreement and the license rights granted herein shall become effective as of the date this Agreement has been accepted by the User by downloading or installing the Licensed Application and shall be valid for an indefinite term starting on the date of downloading or installation of the Application unless terminated in accordance with this Section.
Molomics may terminate this Agreement at any time.
Either Party may terminate this Agreement at any time effective upon the other Party's breach of any agreement, covenant, or representation made in this Agreement, and such breach remains uncorrected twenty (20) calendar days after the written notice to correct thereof.
The User shall have the right, at any time, to terminate this Agreement without cause by removing the Licensed Application from the mobile device in which it has been installed.
Upon termination of this Agreement, the User shall immediately cease using the Licensed Application and, on the request of Molomics, immediately return all confidential information and Industrial and Intellectual Property belonging to Molomics and it will remove and delete from the device or devices under the User’s control or possession any record or copy, data or right to, or of such information, data or right in any medium, form or format, tangible or intangible, related to the Application.
This Agreement shall be governed by and construed in accordance with the laws of Spain. The Parties expressly agree to submit all their disputes in connection with the interpretation, execution, or performance of this Agreement to the exclusive jurisdiction of the Courts of the city of Barcelona (Spain).
The Parties agree that this Agreement is the complete agreement among the Parties and supersedes all proposals and prior agreements whether written or oral, and all other communications among the Parties relating to the subject matter of this Agreement. Failure by either party at any time to enforce any of the provisions of this Agreement shall not constitute a waiver by such Party of such provision nor in any way affect the validity of this Agreement.
The invalidity or nullity of singular provisions does not affect the validity or nullity of the entire Agreement. The Parties are obliged, however, to replace the invalid or null and void provisions by a regulation, which comes closest to the intention of the invalid or null and void provision. This Agreement shall not be construed to constitute any Party as an employee, attorney-in-fact, legal representative or business partner of the other Party. Neither Party may assign, pledge or otherwise transfer this Agreement or any right or obligations hereunder without the prior written authorization of Molomics. The User is not entitled to assign, sub-contract or sub-license to any third party any of its rights or obligations under this Agreement without Molomics prior written consent.
IN WITNESS WHEREOF, the User hereto has caused this Agreement to be duly executed on the date of downloading or installing the Licensed Application.