User License Agreement for Q-Chem* Software
This document is a legal agreement between you (the "Licensee") and Q-Chem, Inc. (the "Licensor" or “Q-Chem”). Please read this agreement carefully before installing, accessing or using Q-Chem® (the “Software Product”).
By installing or using the Software Product, the Licensee agrees to the terms of this agreement. If the Licensee does not agree to the terms of this agreement, the Licensee must immediately discontinue any and all use of the Software Product and return the uninstalled Software Product (to the extent Licensee has any physical disc containing the Product) along with all accompanying materials at the Licensee's expense to:
Q-Chem, Inc. 6601 Owens Drive, Suite 240 Pleasanton, CA 94588 USA
or the authorized distributor from whom it was purchased.
1. Grant of License. This agreement grants the Licensee the following rights: The Licensee may install and use the Software Product on the computer owned, operated by and used by the Licensee on the number of seats or compute cores as agreed by the Licensor and confirmed in an invoice. Installation of the Software Product should only be done on the specified geographic site(s) as itemized on the invoice. Installation on a different geographic site not specified on the invoice requires an additional license. Unless otherwise set forth in an invoice, cloud computing service providers, such as Amazon Web Services (AWS), are considered single geographic sites for licensing purposes. Please note Q-Chem has single-group, multi-group, departmental and site licenses for different end user situations. The Licensee should only allow the installed Software Product to be used in accordance with the end-user specification listed on the invoice.
The Licensee may also store copies of the Software Product on a storage device such as an external hard drive, SD card or similar storage device, which shall be used only as a backup copy of the original Software Product in the event of damage to or other accidental loss of the original Software Product.
The Licensee may use the Software Product only in conjunction with the license key(s) provided by the Licensor.
2. Description of other rights and limitations.
a) Limitations on Reverse Engineering, Decompilation, and Disassembly. The Licensee may not reverse engineer, decompile, disassemble, modify, or otherwise create derivative works or improvements of the Software Product or any part thereof, or use the Software Product beyond the scope of the license granted to it.
b) Restrictions on Use of Software Product. The Licensee may not take any action intended to interfere with the operation of the Software Product; access or attempt to access any portion of the Software Product to which Licensee has not been granted access; remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Software Product, including any copy thereof; use the Software Product to develop a competing software product based on or incorporating any content, code or other materials created by Licensor; use the Software Product in violation of any federal, state or local law, regulation or rule; rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Software Product available to any third party for any reason.
c) Single Product. The Software Product is licensed as a single product. Its component parts may not be separated for use on more than one computer.
d) Rental. The Licensee may not rent, lease, loan, or provide access to the Software Product to any other user. No party may be a licensor or sub-licensor of this Software Product to any third party other than the Licensor. The Licensee may not authorize anyone else to use, copy or otherwise exploit the Software Product, its content or its concept, in whole or in part.
e) Software Transfer. The Licensee may permanently transfer all of their rights under this agreement, only with the express written consent of the Licensor. The Licensee must not retain any copies and must transfer all of the Software Product (including all component parts, the software medium, printed materials, upgrades and this agreement). The recipient will immediately apply for a license key from the Licensor and will agree and comply with the terms of this agreement. If the Software Product is an upgrade, any transfer must include all prior versions of the Software Product.
3. Termination. Without prejudice to any other rights, the Licensor may terminate this agreement if the Licensee fails to comply with the terms and conditions of this agreement. In such event, the Licensee must (i) destroy all copies of the Software Product and all of its component parts or return them via registered mail to the Licensor, and (ii) discontinue all usage of the Software Product.
4. Upgrades. If the Software Product is an upgrade from another product or component of another product, the Licensee may use that upgraded product or component only in accordance with this agreement.
5. Copyright. All titles and copyrights in and to the Software Product (including but not limited to any images, photographs, animations, video, audio, music, text and applets incorporated into the Software Product), the accompanying printed materials and any copies of the Software Product are owned by the Licensor. The Software Product is protected by copyright laws and international treaty provisions. Therefore, the Licensee must treat the Software Product like any other copyrighted material in accordance with this agreement.
6. U.S. Government Restricted Rights. The Software Product and documentation are provided with restricted rights. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable. The manufacturer is Q-Chem, Inc., 6601 Owens Drive, Suite 240, Pleasanton, CA 94588, USA.
7. Miscellaneous. This agreement is governed by the laws of the State of California, the United States and applicable international laws.
8. Limited Warranty. The Licensor warrants that the software medium will be free from defects in materials and workmanship under normal use and service for a period of one (1) year from the date of receipt. To the extent allowed by applicable law, implied warranties on the software medium, if any, are limited to ninety (90) days.
The Licensor specifically does NOT warrant the results of calculations performed using the Software Product. The Licensee is responsible for assuring that the mathematical, engineering, scientific use or any other application of the Software Product is qualified according to the applicable professional norms.
9. Customer Remedy Under Warranty. The Licensor's entire liability and exclusive remedy shall be replacement of the software medium that does not meet the Licensor's Limited Warranty and which is returned to the Licensor with a copy of the Licensee's receipt, paid invoice or other proof of purchase. This Limited Warranty is void if failure of the software medium has resulted from accident, abuse or misapplication. Any replacement software medium will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by the Licensor are available without a copy of the Licensee's receipt, paid invoice or other proof of purchase from an authorized distributor.
10. Disclaimer of Warranty. The Licensor and its suppliers disclaim all other warranties, either expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose with regard to the Software Product and any accompanying software medium.
11. No Liability for Consequential Damages. In no event shall the Licensor or its suppliers or hosts be liable for any special incidental, indirect or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruptions, loss or corruption of data or business information or any other pecuniary loss) arising out of the use of or inability to use the Software Product, even if the Licensor has been advised of the possibility of such damages.
12. No Third Party Liability. The Licensee agrees to indemnify the Licensor, its distributors and its suppliers from assertions by third parties against the Licensor resulting from the use of this Software Product by Licensee for the benefit of said third parties. Under no circumstance shall the Licensor be held liable for the application selected, employed or otherwise made the responsibility of the Licensee for the benefit of any third party.
Q-Chem is a registered trademark of Q-Chem, Inc.