End User License Agreement (EULA) for the ORCA software

PLEASE READ THIS AGREEMENT CAREFULLY, BEFORE CONTINUING WITH THE DOWNLOAD OR
INSTALLATION. BY CLICKING ON THE “I ACCEPT” BUTTON, YOU (LICENSEE) ACCEPT THE CONDITIONS
OF THIS AGREEMENT. IF YOU DO NOT ACCEPT OR AGREE TO THE CONDITIONS OF THIS AGREEMENT,
YOU MUST NOT CONTINUE WITH THE DOWNLOAD OR INSTALLATION.

This agreement (hereinafter referred to as “Agreement”) regulates the contractual relationship

between you as the user (hereinafter referred to as LICENSEE) and the Max-Planck-Institute für
Kohlenforschung (hereinafter referred to as “MPI”), acting through its Studiengesellschaft Kohle mbH
(hereinafter referred to as “SGK”) concerning the use of the ORCA software and its documentation.
These conditions of use apply to all updates and upgrades.

In accordance with their respective license conditions, several third party software libraries or products,
which are not subject to this license agreement, are delivered and installed with SOFTWARE. All
relevant license agreements are delivered with SOFTWARE and are accepted upon installation.

1. DEFINITIONS

a. “ACADEMIA” refers to all schools, colleges, universities and the Institutes of the Max-Planck-
Gesellschaft zur Förderung der Wissenschaften e.V. Expressly excluded from this term are
institutions with a connection to the military.

b. “ACADEMIC PURPOSE” refers to research and teaching in ACADEMIA. Expressly excluded from
this term are research and development for commercial purposes, research and development
in cooperation or other collaboration with or sponsored by a for-profit organization, research
and development for a for-profit organization and to make research, development or results
available free of charge to a for-profit organization.

c. “SOFTWARE” refers to the Software ORCA, version 4.0 or later, including its documentation.

d. “PRIVATE USE” refers to the usage of SOFTWARE by a single, private person for private, non-
commercial, not work-related research only. Expressly excluded from PRIVATE USE is use for a
for-profit, a non-profit, governmental or any other type of organization. Expressly excluded
from PRIVATE USE is a use that results or contributes to any commercial activity. Expressly
excluded from PRIVATE USE are persons whose work could potentially benefit from or could
potentially be influenced in any way through the usage of SOFTWARE.

e. “DATA” refers to all data generated by SOFTWARE.

f. “DATABASE” refers to any organized or random collection of DATA.

 g. Third party refers to any party LICENSEE involves in using DATA and/or DATABASES and/or
SOFTWARE

2. CONDITIONS OF USE

SOFTWARE may be used exclusively in ACADEMIA for ACADEMIC PURPOSES and for PRIVATE USE.

SOFTWARE is an academic program code in development. LICENSEE is aware that it is possible that
SOFTWARE will not have standard properties, or may not be suitable for use or fit for a particular
purpose.

If SOFTWARE is being used by a research group, LICENSEE guarantees such research group members’
compliance with the rights and obligations arising from this Agreement and shall be available to the
MPI and SGK as a point of contact.

3. USAGE AND LIMITATIONS

LICENSEE is entitled to use the SOFTWARE within the scope of the Agreement. The license granted to
LICENSEE under this Agreement is a simple, non-exclusive, non-transferable and non-sublicensable
right to use SOFTWARE in ACADEMIA for ACADEMIC PURPOSES and for PRIVATE USE, limited in time
to the term of this Agreement.

Use in accordance with the Agreement includes installation of the SOFTWARE and loading, display and
running of the installed SOFTWARE. LICENSEE may duplicate SOFTWARE insofar as such duplication is
required to use SOFTWARE.

LICENSEE is not entitled:

a. to transfer SOFTWARE or make it available to third parties in any form apart from the
exceptions expressly specified in this Agreement. In particular, LICENSEE is not permitted to
sell, loan, lease or rent the SOFTWARE or sub-license it in any other way, or to reproduce
SOFTWARE or make it accessible publicly;

b. to use SOFTWARE in the context of cooperation agreements, project work or other

collaboration with for-profit organizations, or with governmental and/or non-profit
organizations that do not qualify as ACADEMIA. This includes contract calculations for third
parties. If all partners have a valid license for SOFTWARE or for the contract calculations, the
limitations of 3 b) do not apply;
 c. to share data generated with SOFTWARE with third parties for other purposes than ACADEMIC
PURPOSES. Publication of data in a scientific journal is expressly permitted.

d. to share DATA to a database other than under the following conditions: DATA may only be
shared, in whole or in part, for non-commercial purposes and according the conditions of this
EULA, with the exception that DATA may be sub-licensed. The shared DATA must include a
copyright notice and a notice that explicitly refers to this EULA and the disclaimer of warranties,
repeating the wording, according to clause 7 hereunder.

e. Any software using DATA, even if only partly and /or any software produced, even if only partly,
with DATA obtained by SOFTWARE must be used subject to the conditions of this EULA, with
the exception that DATA may be sub-licensed.

f. to use DATA to generate DATABASES which may be used for commercial purposes or to upload
DATABASES to databases, which do not prohibit commercial purposes. Software may only be
used to generate DATABASES for ACADEMIC PURPOSES under open source license.

g. to use SOFTWARE or DATA for machine learning except for ACADEMIC PURPOSES;

h. to modify, translate, reverse engineer, decompile or disassemble SOFTWARE or parts of it, to

create works derived from SOFTWARE or parts of it, or to duplicate, translate or modify it or
derive works from it outside the scope of this Agreement;

i. to transfer SOFTWARE from one computer via a network or other data transfer channel to
another computer or another receiving device if said transfer is not within the scope of this
Agreement;

j. to remove copyright marks.

4. OWNERSHIP

Any and all ownership rights of MPI and/or SGK in and to SOFTWARE shall remain unaffected, even if
LICENSEE changes SOFTWARE or combines it with LICENSEE’s own programs or those of a third party.

5. OBLIGATIONS OF LICENSEE
LICENSEE shall immediately notify SGK if LICENSEE or ACADEMIA LICENSEE is working for, is filing a
patent as a result of LICENSEE’s use of SOFTWARE.

LICENSEE already assigns all claims against third party which violates license terms under which
LICENSEE made DATA public or accessible to that third party in any way, including but not limited to
DATABASES, to the MPI and SGK. If LICENSEE excluded third party from liability, LICENSEE is fully liable
for any damages arising from the violation by the third party to the MPI and SGK.

MPI and SGK are entitled to use the information in the patent application for marketing purposes and
to publish it for this specific purpose.

If results obtained with SOFTWARE are published in the scientific literature, LICENSEE shall reference
the SOFTWARE as:
“F. Neese: Software update: the ORCA program system, version 4.0 (WIREs Comput Mol Sci 2018,
8:e1327. doi: 10.1002/wcms.1327)”. Using specific methods included in SOFTWARE may require citing
additional articles, as described in the manual. LICENSEE agrees to honor the request to cite additional
papers as appropriate.

6. REMUNERATION

The license shall be made available to LICENSEE free of charge.

Neither MPI nor SGK shall be obliged to provide any maintenance or support for SOFTWARE.

7. DISCLAIMER OF WARRANTY
There is no warranty for SOFTWARE, to the extent permitted by applicable law. Except when otherwise
stated in writing, the copyright holders and/or other parties provide SOFTWARE “as is” without
warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties
of merchantability and fitness for a particular purpose. The entire risk as to the quality and
performance of SOFTWARE is with LICENSEE. Should SOFTWARE prove defective, LICENSEE assumes
the cost of all necessary servicing, repair or correction.

8. LIMITATION OF LIABILITY
In no event unless required by applicable law or agreed to in writing will any copyright holder, or any
other party who modifies and/or conveys SOFTWARE as permitted above, be liable to LICENSEE for
damages, including any general, special, incidental or consequential damages arising out of the use or
inability to use SOFTWARE (including but not limited to loss of data or data being rendered inaccurate
or losses sustained by LICENSEE or third parties or a failure of SOFTWARE to operate with any other
programs), even if such holder or other party has been advised of the possibility of such damages.

9. INTERPRETATION OF SECTIONS 7 & 8

If the disclaimer of warranty and limitation of liability provided above cannot be given local legal effect
according to their terms, reviewing courts shall apply local law that most closely approximates an
absolute waiver of all civil liability in connection with the SOFTWARE, unless a warranty or assumption
of liability accompanies a copy of the SOFTWARE in return for a fee.

10. TERMINATION
The Agreement is concluded for an unlimited period.
The right to extraordinary termination for cause remains unaffected.
In the event of termination, LICENSEE shall surrender use of SOFTWARE, remove all copies of
SOFTWARE installed on his or her computers and either immediately return any backup copies created
to SGK or, at its discretion, destroy such copies.

11. OTHER PROVISIONS

The law of the Federal Republic of Germany applies to this Agreement. Application of the UN
Convention on the International Sale of Goods (CISG) is excluded.
The place of jurisdiction for all disputes is, to the extent permitted by law, Düsseldorf.
MPI and SGK reserve the right to change these conditions of use without specifying reasons, unless the
change is unreasonable for LICENSEE to accept. LICENSEE shall be notified of any changes to the
conditions of use without delay. If LICENSEE does not object to the application of the modified
conditions of use within a period of 2 weeks, the modified conditions of use are deemed to have been
accepted by LICENSEE.

Version: June 2021