SEURAT LIMITED SOFTWARE LICENSE AGREEMENT
(FOR EVALUATION PURPOSES ONLY)
IMPORTANT: THIS SOFTWARE LIMITED LICENSE AGREEMENT
(“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF
PURCHASED OR OTHERWISE ACQUIRED FOR AN ENTITY, AN ENTITY) AND SYNAPTIC SCIENCE
LLC, A DELAWARE LIMITED LIABILITY COMPANY (“SYNAPTIC SCIENCE”). READ IT CAREFULLY BEFORE COMPLETING THE
INSTALLATION PROCESS AND USING THE SOFTWARE (AS HEREINAFTER DEFINED). IT PROVIDES A NONEXCLUSIVE, NONTRANSFERABLE AND LIMITED LICENSE TO USE
THE SOFTWARE AND THE PROTECTED INFORMATION (AS HEREINAFTER DEFINED) FOR THE
EVALUATION PERIOD AND CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY CLICKING THE “ACCEPT” OR “INSTALL NOW”
BUTTON AND/OR USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE
SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE
TERMS, THEN DO NOT INSTALL OR USE THE SOFTWARE.
SYNAPTIC SCIENCE AND
ITS SUPPLIERS RETAIN ALL RIGHT, TITLE AND INTEREST, INCLUDING ALL COPYRIGHT AND
INTELLECTUAL PROPERTY RIGHTS, IN AND TO, THE PROTECTED INFORMATION, THE
SOFTWARE AND ALL COPIES THEREOF. ALL
RIGHTS NOT SPECIFICALLY GRANTED IN THIS AGREEMENT, INCLUDING FEDERAL AND
INTERNATIONAL COPYRIGHTS, ARE RESERVED BY SYNAPTIC SCIENCE AND ITS SUPPLIERS.
1. License Grant.
(a) You
(either as an individual or entity, sometimes hereinafter referred to as the
“Licensee”) may install and use (i) one (1) copy of the Structure Exploration
Utility for Rational Therapeutics (SEURAT) server software; and (ii) ten copies
of the SEURAT client software, including the cMet data set (“cMet Data Set”),
all as supplied by Synaptic Science, and corresponding documentation,
associated media, printed materials, and online or electronic documentation,
and all updates or upgrades of the above that are provided to Licensee (the
“Software”). Except as provided herein,
the Software may not be shared, installed or used concurrently on different
computers.
The term of the license
granted hereunder is thirty (30) days from the date of the transfer of the
Software to Licensee (“Evaluation Period”).
(b) During
the Evaluation Period, Licensee may use the Software and Protected Information
(as defined hereinafter), solely for the purposes of evaluation and Licensee
shall engage in no commercial use thereof.
(c) Licensee will be assigned a password
(“Password”) so that Licensee can access and use certain protected areas of
Synaptic Science’s website (“Protected Areas”) and all the information contained
therein (“Protected Information”). Licensee
is solely responsible for protecting the security and confidentiality of the
Password. Licensee shall immediately notify Synaptic Science of any
unauthorized use of the Password, or any other breach or threatened breach of
the Protected Area’s security.
(d) Licensee
agrees that Synaptic Science may audit your use of the Software for compliance
with these terms at any time, upon reasonable notice. In the event that such audit reveals any use
of the Software and/or the Protected Information by you other than in full
compliance with the terms of this Agreement, you shall reimburse Synaptic
Science for all reasonable expenses related to such audit in addition to any
other liabilities Synaptic Science may incur as a result of such
non-compliance.
(e) At the
end of the Evaluation Period, Licensee shall either (i) return all copies of
the Software to Synaptic Science; or (ii) purchase the Software from Synaptic
Science and continue use of the Software pursuant to the terms of an End User
License Agreement.
2. License Restrictions.
(a) Licensee
expressly acknowledges and agrees that title and full ownership rights to the
Software and the Protected Information will remain the exclusive property of
Synaptic Science, and Licensee will not acquire any rights to the Software
and/or the Protected Information except as expressly set forth in this
Agreement.
(b) Licensee
may not (i) make or distribute copies of the Software or the Protected
Information; (ii) electronically transfer the Software or the Protected
Information from one computer to another or over a network; and/or (iii) divulge,
disclose, reveal, share, exchange or make available in any way the Software
and/or Protected Information to any other party or permit others to use it.
(c) Licensee may not directly or indirectly
alter, merge, modify, adapt or translate the Software or Protected Information,
or decompile, reverse engineer, disassemble, or otherwise reduce the Software or
Protected Information to a human-perceivable form.
(d) Licensee
may not sell, rent, lease or sublicense the Software or Protected Information.
(e) Licensee
may not directly or indirectly modify the Software or create derivative works
based on the Software or the Protected Information.
(f) In the
event that Licensee fails to comply with this Agreement, Synaptic Science may
terminate the license granted hereunder and Licensee will be required to
destroy all copies of the Software.
(g) Licensee
shall not directly or indirectly use the Software and/or the Protected
Information to develop any software or other technology having the same primary
function as the Software, including but not limited to using the Software in
any development or test procedure that seeks to develop like software or other
technology, or to determine if such software or other technology performs in a
similar manner as the Software.
(h) The
provisions of this Section 2 shall survive the expiry or termination of this
EULA.
3. Warranty Disclaimer. SYNAPTIC SCIENCE MAKES NO REPRESENTATIONS AND
EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE PROTECTED
INFORMATION OR USE OF THE SOFTWARE WILL NOT INFRINGE ANY PATENT, COPYRIGHT,
TRADEMARK OR OTHER RIGHTS OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES. SYNAPTIC SCIENCE DOES NOT WARRANT AND
SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT THE SOFTWARE WILL MEET
LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE AND/OR ITS USE
WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE, IF ANY,
WILL BE CORRECTED.
(USA only) SOME STATES
DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY
NOT APPLY TO LICENSEE. THIS WARRANTY
GIVES LICENSEE SPECIFIC LEGAL RIGHTS THAT VERY FROM STATE TO STATE.
4. No Liability for Consequential Damages. NEITHER SYNAPTIC SCIENCE NOR ITS SUPPLIERS
SHALL BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF
BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF
THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF
LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SYNAPTIC SCIENCE OR ITS
REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN
IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL
PURPOSE.
(USA only) SOME STATES
DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO
LICENSEE. LICENSEE MAY HAVE OTHER LEGAL
RIGHTS THAT VARY FROM STATE TO STATE.
5. Indemnity.
Independent of the foregoing provisions, Licensee will, at its sole
expense, indemnify and hold Synaptic Science and its members, officers,
managers, employees, attorneys, agents and contractors harmless from and
against any and all claims, actions, liabilities, losses, damages, judgments,
costs and expenses (including reasonable attorneys’ fees and disbursements)
arising out of injury or death to persons or damage to property, resulting from
or pertaining to services provided by Licensee, whether or not occasioned by
the negligence or misconduct of Licensee.
6. Support Services.
Synaptic Science will provide Licensee with reasonable support services
via telephone and e-mail with respect to the installation of the Software. Any additional support will be provided in
the sole discretion of Synaptic Science.
7. Recognition.
(a) Any
official publications, including but not limited to manuals, technical reports,
articles and conference proceedings, published by Licensee which include any data
from the cMet Data Set data shall give proper recognition to Synaptic Science and
the SEURAT drug discovery platform as being the source of the cMet Data Set as
part of Licensee’s use of the SEURAT drug discovery platform.
(b) Synaptic
Science hereby grants to Licensee a non-exclusive right to reproduce and
display Synaptic Science’s logos, trademarks, tradenames and other similar
identifying material, solely to the extent required to provide such recognition
set forth above in Section7(a).
8. General. This
Agreement contains the complete agreement between the parties with respect to
the subject matter hereof, and supercedes all prior or contemporaneous
agreements or understandings, whether oral or written. Licensee agrees that any varying or
additional terms contained in any purchase order or other written notification
or document issued by Licensee in relation to the Protected Information and/or
the Software licensed hereunder shall be of no effect. The failure or delay of Synaptic Science to
exercise any of its rights under this Agreement or upon any breach of this
Agreement shall not be deemed a waiver of those rights or of the breach.
The limitations or
exclusions of warranties, remedies or liability contained in this Agreement
shall apply to Licensee only to the extent such limitations or exclusions are
permitted under the laws of the jurisdiction where Licensee is located.
This Agreement may not be
modified except by a writing executed by authorized representatives of both
parties.
This Agreement shall be
governed by the internal laws of the State of New York, without giving effect
to principles of conflict of laws.
Licensee hereby consents to the exclusive jurisdiction and venue of the
state courts sitting in Erie County, New York, or the federal courts in the
Western District of New York to resolve any disputes under this Agreement.
If any provision of this
Agreement shall be held by a court of competent jurisdiction to be contrary to
law, that provision will be enforced to the maximum extent permissible, and the
remaining provisions of this Agreement will remain in full force and effect.
[SIGNATURE PAGE FOLLOWS]
Agreed to and acknowledged
by:
SYNAPTIC SCIENCE LLC [LICENSEE]
By: _________________________ By: _________________________
Name: James R. Baxendale Name: ______________________
Title: President and Chief Technology Officer Title: _______________________
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