License agreement for ACIB PGDB Toolbox
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SOFTWARE LICENSE AGREEMENT ACIB PGDB Toolbox (hereinafter referred to as "ACIB Software") for Academic / non-commercial use only 1. Preamble This Agreement is entered into by and between ACIB GmbH, Petersgasse 14, 8010 Graz, Austria ("ACIB") and the organization or individual identified herein ("Licensee"). It shall be effective as of the date of acceptance by ACIB. ACIB GmbH is a company focused on public welfare with the purpose to develop and implement scientific results in the field of industrial biotechnology. The Licensee is an authorized representative capable of legally binding an academic institution, government agency or non-profit institution. The Licensee seeks to obtain a non-exclusive license to software developed by ACIB for use by Licensee for non-commercial internal research purposes only. The selected software is available only to academic, government, and other non-profit institutions for non-commercial, non-profit internal research purposes. The license terms specifically limit its use to such purposes. 2. Legal Basis The software is subject to the terms of this Agreement. ACIB hereby grants the Licensee a non-exclusive, non-transferable, royalty-free personal license to use, modify and prepare derivative works of ACIB Software. The license shall only become effective after acceptance of this Agreement by ACIB and upon transfer of access instructions to the ACIB Software to the Licensee by ACIB. For the license to become furthermore effective, the Licensee has to confirm its upright Pathway Tools Academic Lisence for the Pathway Tools Software provided by SRI International (http://biocyc.org/ptools-academic-license.shtml). In case the Licensee´s Pathway Tools Academic Lisence terminates, the license for the ACIB Software terminates as well. The Licensee has to inform ACIB about the termination of its Pathway Tools Academic Lisence in due time. The Licensee may make backup copies of the ACIB Software for archival or disaster recovery purposes. The license shall be valid only for the site listed as the Licensee's address. This Agreement and the license granted herein are not assignable by the Licensee without the prior written approval of an authorized official of ACIB. The ACIB Software may not be transferred or distributed to any other partner by the Licensee without the prior written approval of an authorized official of ACIB. Title, ownership rights, and intellectual property rights in and to the ACIB Software shall remain in ACIB or its suppliers, subject to the license granted herein. The Licensee agrees to keep all copyright, proprietary and confidentiality notices affixed to the software (including any back-up copy). Furthermore, title, ownership rights, and intellectual property rights in and to any modifications or improvements made by or on behalf of the Licensee to the ACIB Software shall vest in the Licensee; provided that the Licensee hereby grants to ACIB a non-exclusive, non-transferable, non-cancelable, royalty-free license to use such modifications and improvements. 3. Liability The Licensee expressly acknowledges that the ACIB Software is experimental. The ACIB Software is provided âas isâ and ACIB makes no representation or warranty, expressed or implied, including without limitation any warranties of merchantability or fitness for a particular purpose or non-infringement. Neither partner shall be liable for any claim, demand or action for any loss, harm, illness or other damage or injury arising from access to or use of ACIB Software or associated information, including without limitation any direct, indirect, incidental, exemplary, special or consequential damages, even if advised of the possibility of such damages. 4. Publications and Public Relations The Licensee agrees to cite ACIB and the ACIB Software, in any publication, presentation or other work for which the ACIB Software was utilized to produce or confirm results which are the subject of the publication, presentation or work (including the derivation or processing of data to be included in the publication, presentation or work). 5. Final Provisions Each partner is acting as an independent contractor and not as an agent, partner, or joint venturer with the other partner for any purpose. Neither partner shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof. 5.1 Formal requirements, severability clause Changes, supplements, modifications or admendments of the agreement must be made in written form to become effective. In case a stipulation of this agreement proves to be invalid, it will, if permitted by law, be replaced by a stipulation, which in terms of content and economy best resembles the invalid stipulation. 5.2 Applicable law, conflict settlement and place of jurisdiction This agreement is subject to Austrian law. In case of conflict, the competent court of law is the one having jurisdiction in the city of Graz.
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