ACD/Labs, INC. END USER LICENSE AGREEMENT

ChemSketch 8.0 Freeware

THIS END USER LICENSE AGREEMENT APPLIES TO ACD/LABS' ACD/CHEMSKETCH 8.0 FREEWARE (THE "SOFTWARE"). THIS IS A BINDING LEGAL AGREEMENT (THIS "AGREEMENT") BETWEEN ADVANCED CHEMISTRY DEVELOPMENT INC. ("ACD/LABS") AND YOU ("LICENSEE"). CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. ACD/LABS LICENSES THE SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT. THESE TERMS AND CONDITIONS ARE ACCEPTED BY DOWNLOADING THE SOFTWARE AND/OR CLICKING ON THE "I ACCEPT" BUTTON BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, THEN YOU MUST NOT USE THE SOFTWARE AND REMOVE THE SOFTWARE FROM YOUR SYSTEM.

1. GRANT OF LICENSE. Subject to the terms and conditions of this Agreement, including without limitation Sections 5 and 6 herein, ACD/LABS grants to the Licensee, a non-exclusive and non-transferable license during the term of this Agreement to use and display the Software contained herewith, in object code form, for the Licensee's home and personal use, for educational purposes only. The Licensee may also use the Software for its internal end-use purposes in a simulated business environment provided such use is limited to a thirty (30) day trial period and further provided that the Software is not used in the active business operations of the Licensee. The Licensee acknowledges and agrees that the license is for the use of the Software only and not for the use of any other software of ACD/LABS or any third party. The Licensee is solely responsible for obtaining from the owner of any third party software that can be used in conjunction with the Software all necessary licenses to use the third party software in conjunction with the Software.
    
2. TRANSFER. The Licensee shall not transfer, rent, sub-license or lease the Software to any other person or legal entity, including, without limitation, to any affiliate of Licensee, or encumber the Licensee's rights or obligations under this Agreement without prior written approval of ACD/LABS.
    
3. OWNERSHIP OF SOFTWARE. ACD/LABS retains all right, title and interest, including associated intellectual property rights, in and to the Software and all related documentation. The Software is protected by Canadian copyright laws, international treaty provisions and all other applicable national laws. The Licensee must treat the Software as any other copyrighted material, such as a book. The Licensee is permitted to make one (1) single backup copy of the Software for archival purposes. The Licensee shall not copy the Software or any other written material for any other purpose. The Licensee acknowledges that the Software is proprietary to and is considered confidential information of ACD/LABS and the Licensee agrees to treat the Software as such.
    
4. FEES. There is no license fee for the Software, provided the Software is used only in accordance with this Agreement.
    
5. PERMITTED USES. The Licensee may install and use the Software on a single personal computer only. The Software shall only be used by the individual Licensee. The Licensee shall not allow the Software to be accessed remotely, including, without limitation, through the Internet. The Licensee shall not attempt to incorporate, modify or integrate the Software to permit the use of the Software by more than one user.
    
6. NON-PERMITTED USES. The Licensee shall not use the Software for any purpose other than as permitted herein. Without limiting the generality of the foregoing, the Licensee shall not: (i) transmit, disclose, translate, adapt, modify, decompile, disassemble, reverse assemble, reverse compile, or otherwise reverse engineer the Software or the embodied algorithms or databases contained in the Software; (ii) use the Software in conjunction with, or integrate, modify or incorporate the Software with any other software application or program; (iii) process or permit to be processed the data of any other person; (iv) use the Software for any commercial purpose including the operation of a service bureau; or (v) use the Software in performing or conducting research on behalf of third parties. The Software may contain a time sensitive device or other device (the "Device") which may disable the Software in the event the Licensee uses the Software for any purpose or in any manner other than as permitted herein. The Licensee hereby acknowledges the possible existence of the Device and agrees that ACD/LABS shall in no way be liable for loss or damages whether in contract, tort or otherwise, whether direct or indirect, such as, but not limited to lost savings, loss of anticipated profits, or benefits resulting from the use of or inability to use the Software, as a result of the operation of the Device, even if ACD/LABS has been advised of the possibility of such damages. Disabling or tampering with this Device shall be cause for the immediate termination of this Agreement by ACD/LABS.
    
7. COPYRIGHTS AND TRADEMARKS. The Software is copyright © 1993-2005 Advanced Chemistry Development Inc. All rights are reserved. ACD/LABS and ACD/ChemSketch are trademarks of Advanced Chemistry Development Inc. Other product names or corporate names used within this Software or its documentation may be trademarks of their respective owners, and are mentioned only in an explanatory manner to the owners' benefit, and without intent to infringe or affect the validity of any trademark.
    
8. TERM AND TERMINATION. This Agreement becomes effective once the Licensee has clicked on the "I AGREE" button or if the Software is loaded onto a computer. This Agreement shall continue until such time as the Licensee no longer uses the Software or the license is terminated in accordance with this Section 8. The above grant of rights will immediately terminate without notice from ACD/LABS if the Licensee breaches any of the terms or conditions of this Agreement, or in the case of a simulated use in the business environment as described in Section 1, on expiry of the thirty (30) day period from the date on which the Software is first downloaded to a computer by the Licensee. Upon termination of this Agreement, Licensee shall immediately uninstall and cease using the Software, and destroy all copies of the Software, documentation, and any other items related thereto in Licensee's possession. Sections 7, 10, 11 and 13 shall survive the termination of this Agreement.
    
9. MAINTENANCE. This Agreement does not entitle Licensee to maintenance services from ACD/LABS.
    
10. DISCLAIMER OF WARRANTY. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. ACD/LABS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET ALL OR ANY OF THE LICENSEE'S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECT IN THE SOFTWARE WILL BE CORRECTED. ACD/LABS MAKES NO WARRANTIES OR REPRESENTATIONS RELATING TO THE RESULTS OF THE LICENSEE'S USE OF THE SOFTWARE WITH RESPECT TO ITS CAPABILITY, CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION OR ADVICE GIVEN BY ACD/LABS OR AN AUTHORIZED REPRESENTATIVE OF ACD/LABS SHALL CREATE A WARRANTY. ACD/LABS HAS NO CONTROL OVER THE LICENSEE'S USE OF THE SOFTWARE. THE LICENSEE ASSUMES THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE SOFTWARE.
     
11. LIMITATION OF LIABILITY. ACD/LABS DISCLAIMS, AND LICENSEE HEREBY AGREES, THAT IN NO EVENT SHALL ACD/LABS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY NATURE (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) WHETHER FORESEEABLE OR NOT, ARISING OUT OF THE INSTALLATION, USE OR INABILITY TO USE THE SOFTWARE OR REMOVAL OF THE SOFTWARE, REGARDLESS OF WHETHER ACD/LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
     
12. COMPATIBILITY WITH THIRD PARTY SOFTWARE. ACD/LABS makes no representation that the Software will operate in conjunction with any particular third party software.
     
13. GENERAL. This Agreement shall be construed under and governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without reference to any conflict of law rules. The Licensee and ACD/LABS agree to submit to the non-exclusive jurisdiction of the courts of the Province of Ontario. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect, and in no way shall be affected, impaired or invalidated. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. This Agreement is the complete contract between the parties and supersedes any prior or contemporaneous agreement whether written or oral, and its terms shall not be varied, supplemented, qualified, or interpreted by any prior course of dealing between the Licensee and ACD/LABS. Any subsequent agreement which modifies any part of this Agreement must be in writing and signed by both parties. Upon any termination or expiry of this Agreement, provisions relating to ACD/LABS' intellectual property rights, limitations of liability and any other provisions which, by their nature, are intended to survive, shall survive any such termination or expiry.
     

Advanced Chemistry Development Inc., http://www.acdlabs.com/.

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