Conditions of Use
Conditions of Use (Agreement) is a legal agreement
between you (User) and GGA Software Services LLC,
For purposes of this Agreement, the term Software shall include upgrades, modified versions, updates, additions and copies of the Software licensed pursuant to the terms of this Agreement.
1. Grant of rights.
1.1 License. Subject to the terms of this Agreement, and in consideration of the mutual covenants and agreements contained herein, GGA hereby grants to User, and User hereby accepts, a limited, non-exclusive, worldwide, non-transferable right and license to access and use the Software at no charge via the ChemSpider website (www.chemspider.com).
1.2 Limitations; Restrictions. Except as expressly permitted herein, User is prohibited from and shall not: (a) sell, loan, lease, rent, export, import, assign, sublicense, time share, encumber, convey or otherwise transfer its rights in the Software; (b) use the Software in combination with any software other than as expressly set forth in the accompanying documentation or for any purpose or manner not expressly permitted herein and in the accompanying documentation; (c) modify, alter, decompile or reverse engineer the Software or create any derivative works to or based upon the Software; or (d) disclose or otherwise provide any part of the Software to any person not expressly permitted under this Agreement. GGA, through its duly authorized agents, shall have the right, upon reasonable notice and during normal business hours during the Term, to visit User and have reasonable access to User’s facilities for confirming User's compliance with this Agreement.
1.3 Reservation of Rights; Ownership of Intellectual Property. Except as expressly provided herein, no other license is granted hereby and GGA retains all rights, title and interest in and to the Software and all derivative works thereof, including, without limitation, any and all intellectual property rights therein. User shall not take any action inconsistent with such title and ownership. Notwithstanding the foregoing and the prohibition on the creation of any derivative works by User set forth above, in the event User creates a derivative works to or based upon the Software, User hereby irrevocably and unconditionally transfers and assigns to GGA the entire worldwide right, title and interest in and to all derivative works, including any intellectual property rights therein. User shall not alter or remove any printed or on-screen copyright, trade secret, proprietary or other legal notices contained on or in copies of any Software.
2. DISCLAIMER. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SOFTWARE IS NOT ERROR-FREE AND IS BEING PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. GGA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SOFTWARE INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE.
4. Term & Termination. This Agreement is effective as of the date you accept the terms of this Agreement (Effective Date) and shall continue unless terminated as provided herein (Term). Either party may terminate this Agreement at any time and for any reason without notice to the other party. GGA may also terminate this Agreement immediately without notice if you breach any of its terms or conditions. In the event of the expiration or termination of this Agreement for any reason, your right to access and use the Software is immediately terminated. The rights and obligations of the parties that are intended by their nature to survive will survive the termination or expiration of this Agreement.
5. Indemnification. User will defend, indemnify and hold harmless GGA and its affiliates, and their respective officers, directors, licensors, partners, employees, agents, successors and assigns (collectively, the GGA Indemnitees) from and against any damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) suffered by or imposed upon the GGA Indemnitee(s) by any third party arising from or related to any breach by User of its obligations under this Agreement. The foregoing indemnification action shall not apply in the event and to the extent that a court of competent jurisdiction determines that such losses arose as a result of any GGA Indemnitee’s gross negligence or intentional misconduct.
6. Limitation of Liability. GGA SHALL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA, PROFITS OR USE OF THE SOFTWARE, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE WITHOUT REGARD TO WHETHER GGA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
7.1 Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from this Agreement and all the other provisions shall remain in full force and effect.
7.2 Entire Agreement; Assignment. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the parties with respect to the subject matter hereof and thereof. User shall not assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of GGA. In the case of any permitted assignment or transfer of or under this Agreement, this Agreement or the relevant provisions shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the parties hereto.
7.3 Waiver. The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.
7.4 Governing Law; Submission to Jurisdiction.
This Agreement shall in all respects be governed by, and construed in
accordance with, the laws of the
7.5 Export. User acknowledges and agrees that it shall not export or re-export, directly or indirectly (including via remote access), the Software or other information or materials it receives pursuant to this Agreement to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval.
8. Acknowledgment. User acknowledges that (a) User has read and understands this Agreement; (b) that this Agreement has the same force and effect as a signed agreement; (c) issuance of this license does not constitute general publication of the Software; and (d) the individual accepting this Agreement on behalf of a corporation or other legal entity personally represents that he or she is duly authorized to accept this Agreement on behalf of such entity and that this Agreement is binding upon such entity.