This License Agreement is made by and between the

TURBOMOLE GmbH

(hereinafter referred to as the “TMG”)

and you, the Customer

(hereinafter referred to as the “Licensee”).

Hereinafter referred to individually as a “Party” and together the “Parties”.

By installing, copying or otherwise using the TURBOMOLE program package or any part thereof (hereinafter referred to as the “Software”), the Licensee acknowledges that the Licensee has read, understands, and agrees to be bound by the terms and conditions of this License Agreement, including without limitation the terms and conditions of documents and policies that are incorporated herein by reference. If the Licensee does not agree to the terms and conditions of this License Agreement, the Licensee may not install or otherwise use the Software or any part of it for any purpose.

License

1. This Agreement grants the Licensee the right for the non-exclusive, non-transferable, perpetual use of the Software by all members of the organizational sub-unit (the “User”) defined as the Licensee above.
2. “Software” includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the product.
3. Each User has the right to install and use the Software on one or more computers of the Licensee, with the limitations given by the license type and hardware platforms licensed.
4. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the TMG. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
5. Redistributing, sublicense or transfer of any of the runtime libraries that are used by the Software is prohibited. The Licensee may not use the runtime libraries for other purposes than to run the Software.
6. The Licensee may not sublicense, rent, sell, lease, distribute, transfer, embed, and provide access to, or otherwise use the Software for the benefit of any third party. No party may be a licensee of the Software to any third party other than the TMG.
7. The Licensee may not reverse engineer or decompile any part of the Software, or otherwise attempt to obtain or determine the source code or logic thereof, or create derivative works based on the Software, or authorize any third party to do any of the foregoing.
8. Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.

Limitation of Liability

9. The Software is provided by the TMG and accepted by the Licensee “as is”. Liability of the TMG will be limited to a maximum of the original purchase price of the Software. The TMG will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
10. The TMG makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
11. The TMG specifically does not warrant the results of calculations performed using the Software.
12. The TMG does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.

User Support

13. No user support or maintenance is provided as part of this Agreement.

Term

14. The term of this Agreement will begin on Acceptance and is perpetual.

Termination

15. This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the TMG.

Governing Law

16. The Parties to this Agreement submit to the jurisdiction of the courts of Germany for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of Germany.

Miscellaneous

17. This Agreement can only be modified in writing signed by both the TMG and the Licensee.
18. This Agreement does not create or imply any relationship in agency or partnership between the TMG and the Licensee.
19. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
20. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
21. This Agreement contains the entire agreement between the Parties. All understandings have been included in this Agreement. Representations which may have been made by any Party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the Parties.

Export

22. Export to the Licensee of the Software is subject to all applicable countries’ export and re-export laws and regulations. The TMG and its licensors shall have no liability towards the Licensee if necessary authorizations, licenses or approvals are not obtained.
23. The Licensee shall not export or re-export, either directly or indirectly, the Software when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval.
24. The Licensee hereby warrants to the TMG that the Software ordered hereunder shall not be used in violation of any applicable export laws, including for proliferation of any nuclear, chemical or biological weapons or missile delivery systems and shall not be diverted to any country, company or individual if prohibited by the applicable export laws of any country.
25. The Licensee recognizes that Customer Data may be transferred to or stored in any country. The Licensee undertakes to abstain from, and shall ensure all users abstain from, processing, storing or uploading on its data sharing environment any information or data, the export of which is controlled, regulated or subject to any permit or license under any applicable law or regulation. The Licensee shall be deemed to be the exporter of Customer Data.
26. The TMG may terminate this Agreement and all licenses and access to the Online Services hereunder upon written notice if the Licensee violates these provisions.

Notices

27. All notices to the TMG under this Agreement are to be provided at the following address:

TURBOMOLE GmbH
Litzenhardtstrasse 19
76135 Karlsruhe
Germany