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Agreements - HTML: Dassault Systemes Biovia Corp.
Agreements - HTML: Dassault Systemes Biovia Corp.
BECOMING A PARTY TO THIS AGREEMENT AND ARE CONSENTING TO THESE TERMS AND
CONDITIONS.
DO NOT CLICK THE ACCEPTANCE BUTTON UNTIL YOU HAVE CAREFULLY READ AND
UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE
BUTTON THAT INDICATES YOU DO NOT ACCEPT THE TERMS AND DO NOT INSTALL THE
SOFTWARE.
THIS AGREEMENT WILL NOT APPLY IF YOU AND DASSAULT SYSTEMES BIOVIA
(“BIOVIA”)HAVE SIGNED A "HARD COPY" AGREEMENT FOR THE LICENSE OF THE
SOFTWARE WHOSE TERMS VARY FROM THIS AGREEMENT OR IF YOU HAVE SIGNED AN
ATTACHMENT A/TRANSACTION DOCUMENT THAT INCORPORATES THE TERMS AND
CONDITIONS AVAILABLE AT http://www.accelrys.com/company/legal/user-
agreements.html.
IF YOU HAVE ANY QUESTIONS ABOUT THESE TERMS AND CONDITIONS, PLEASE
CONTACT: DASSAULT SYSTEMES BIOVIA CORP., 5005 WATERIDGE VISTA DR., SAN
DIEGO, CA 92121.
This Agreement sets forth the terms and conditions of your use of the
accompanying BIOVIA software product (the "BIOVIA Software") and the
related user manuals, handbooks and other materials relating to the
BIOVIA Software provided by BIOVIA ("Documentation").
1. License.
(a) Grant. Provided you have paid all applicable fees, BIOVIA hereby
grants to you, and you hereby accept, subject to the terms and conditions
set forth herein, a non-exclusive, non-transferable license, without the
right to sublicense, to (i) use the computer-executable object code of
the BIOVIA Software solely for your internal business purposes; and (ii)
use the Documentation in connection therewith. The BIOVIA Software may
be installed and used only from the server on which it was first
installed.
(b) Copying. You may, at your own expense, make a reasonable number of
copies of the BIOVIA Software and Documentation for archival and back-up
purposes only; provided that you include on each such copy all copyright
or other proprietary notices contained on such BIOVIA Software and
Documentation.
(c) Modification, etc. You may not modify or alter the BIOVIA
Software, create derivative works of the BIOVIA Software, decompile or
reverse engineer the BIOVIA Software (except through generally accepted
debugging practices), translate the BIOVIA Software or reduce the BIOVIA
Software by any other means to a human-perceivable form.
(d) Ownership. Title to, and ownership of, and all proprietary rights
in, the BIOVIA Software and Documentation and each copy thereof shall
remain at all times with BIOVIA or its third party licensors. You may
not (i) sell, transfer, lend or otherwise make available, or disclose to
third parties, the BIOVIA Software or Documentation, or (ii) remove or
alter any copyright or other proprietary notice contained therein.
4. Limitation of Liability.
(b) YOU AGREE THAT THE MAXIMUM LIABILITY OF BIOVIA ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE,
SHALL NOT EXCEED THE ACTUAL LICENSE FEES RECEIVED BY BIOVIA FROM YOU FOR
THE IMMEDIATELY PRECEEDING TWELVE-MONTH PERIOD.
(c) You may not bring any suit or action against BIOVIA for any reason
whatsoever more than one year after the cause of action accrued.
BIOVIA shall have no liability to you, and you shall defend and indemnify
BIOVIA against, claims of infringement based on (i) the use or
combination of BIOVIA Software with any other software or hardware not
supported by BIOVIA, if such infringement would not have occurred but for
such use or combination, (ii) any modification of the BIOVIA Software by
anyone other than BIOVIA, (iii) the use of other than the current version
of BIOVIA Software, if such version was made available by BIOVIA for no
additional fees with notice that such version was being provided in order
to avoid an alleged or potential infringement, (iv) compliance by BIOVIA
with your designs or instructions, or (v) claims of infringement of
patents, copyrights or trade secrets of you or your affiliates.
(c) THE FOREGOING STATES THE ENTIRE LIABILITY OF BIOVIA WITH RESPECT TO
INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE
SECRET OR OTHER PROPRIETARY RIGHT.
(a) Term. This Agreement shall commence upon your receipt of the
BIOVIA Software and shall continue in effect until termination in
accordance with this Section.
(b) Termination by You. You shall have the right to terminate this
Agreement at any time by discontinuing use of the BIOVIA Software and
notifying BIOVIA thereof; provided, however, that you shall not in any
event be entitled to any refund of license fees previously paid.
(c) By BIOVIA. BIOVIA shall have the right to terminate this
Agreement at any time upon notice to you in the event that you fail in
any material way to comply with any of your obligations under this
Agreement.
(d) Consequences of Termination. Upon termination of this Agreement
for any reason, you shall cease to use the BIOVIA Software and
Documentation, shall return to BIOVIA or destroy all copies of the BIOVIA
Software and Documentation, shall erase all copies which are stored in
computer memory or hard disk or other similar forms or media, and shall,
within ten days of such termination, furnish written notice to BIOVIA
that all such copies have been returned or destroyed. The following
shall survive the termination of this Agreement: (i) all liabilities
accrued under this Agreement prior to the effective date of termination;
(ii) all provisions of Sections 1(d), 4, 5, 6, 7 and 8 of this Agreement.
Subject to the provisions of Section 4 hereof, the rights provided in
this Section 8 shall be in addition to any and all rights and remedies
available to a non-defaulting party at law or in equity upon any breach
of this Agreement by the other party.
9. Miscellaneous.
(d) Successors and Assigns. This Agreement is binding upon and insures
to the benefit of the parties hereto and their respective successors and
assigns, but you may assign or otherwise transfer this Agreement or your
rights and duties only with the prior written consent of BIOVIA.
(f) Headings. The headings of the sections of this Agreement are for
convenience of reference only and shall not be considered in construing
this Agreement.