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This End User License Agreement (hereinafter "EULA") is a legally binding agreement between ChemEssen, Inc. (hereinafter "ChemEssen") and you (either an individual or an entity – hereinafter "LICENSEE"). The terms and condition of this EULA govern use of certain ChemEssen-owned databases, computer programs, software, features, functions, and services related to MOL-Instincts, the associated online data, downloaded data from ChemEssen’s server, data carrier, information, executable object codes, video, images, any printed or electronic materials, files, the software and hardware of MOL-Instincts database server constructed within LICENSEE’s organization, and any "online", "offline" or electronic documentation supplied by ChemEssen (hereinafter collectively "PRODUCT"). The PRODUCT is copyrighted and it is licensed to LICENSEE under this EULA. By selecting the "…Accept..." or "…Agree…" option button during installation or execution of the PRODUCT, or by copying or otherwise using the PRODUCT, LICENSEE agrees to be bound by the terms of this EULA. This EULA takes precedence over any other agreement or terms embedded within the PRODUCT. If you do not agree with any term or condition of this EULA, please do not download, order, open, install or use the PRODUCT.
2. GRANT OF LICENSE
2.1 General.ChemEssen grants and LICENSEE accepts a non-exclusive, non-transferable, non-sub licensable license to use the PRODUCT during the license term: (i) for LICENSEE’s own internal business and research purposes; (ii) only on the supported computer(s) and internet protocol (IP) address range(s); (iii) in accordance with the terms and conditions of this EULA and the MOL-Instincts subscriber agreement (hereinafter “SA”) executed by ChemEssen and LICENSEE. ChemEssen specifically reserves all rights not expressly granted under this EULA and/or the SA. Except as otherwise provided with respect to certain PRODUCT, the license includes the right to download and temporarily store insubstantial portions of the PRODUCT to a storage device under LICENSEE’s exclusive control solely (i) to display internally such PRODUCT, (ii) to create printouts of the PRODUCT for internal use, and (iii) to use such PRODUCT for internal applications, research, development, and related work.
2.2 Restrictions.Without the prior written consent of ChemEssen, LICENSEE shall not: (i) Permit any user to use the PRODUCT unless such user has been authorized by ChemEssen; (ii) Copy the PRODUCT except as provided in this EULA and/or the SA; (iii) Use all or any part of the PRODUCT in a private archival database or other searchable database; (iv) Use all or any part of the PRODUCT to establish any kind of information service for third parties; (v) Sublicense, redistribute, transfer, encumber, sell, rent, lease all or any part of the PRODUCT under any circumstances; (vi) Pass any part of the PRODUCT to third parties; (vii) Publish any part of the INFORMATION; (viii) Remove, alter, obliterate, or in any way change the form or placement of any trademark, logo, copyright or other proprietary notices; (ix) Use the PRODUCT to enable, support or otherwise aid the development of technology competitive with the PRODUCT or any PRODUCT embedded therein.
2.3 Publication and Citation.If the PRODUCT is used to obtain a private result in the course of LICENSEE’s own internal work, that result may be published in the public literature or an internet website under the conditions that (i) the contents of the publication do not include any part of the INFORMATION, and (ii) LICENSEE acknowledges its use of the PRODUCT in an appropriate citation. The citation should include (i) the name of the PRODUCT (MOL-Instincts), (ii) the source (https://members.molinstincts.com), and (iii) the authorship as designated by ChemEssen, Inc.
2.4 Modifications and Enhancements.LICENSEE shall not make any modifications or enhancements to the PRODUCT, create any derivative works of the PRODUCT, reduce the INFORMATION into human readable form, or merge or separate the PRODUCT.
2.5 Prohibition against Reverse Engineering.LICENSEE shall not alter, decompile, disassemble, reverse engineer, and attempt to derive the source code, or emulate functionality of the PRODUCT.
7.1 License, Service, and Subscription Fees.All the license, service, and subscription fees are payable by LICENSEE in advance. Except as otherwise stated in the SA, the invoice issued by ChemEssen shall be payable by LICENSEE in full within 15 days from the date of invoice. ChemEssen accepts credit cards and will automatically charge LICENSEE’s credit card daily, monthly, or yearly, depending upon which subscription plan that LICENSEE selects. If any fee is not paid in a timely manner, or ChemEssen is unable to process LICENSEE’s transaction using the credit card information provided. All the license, service, and subscription fees are prepaid and are non-refundable. CHEMESSEN DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL MONTHS OR YEARS.
7.2 Payment.If LICENSEE is required to withhold tax on any amounts payable under the SA, LICENSEE shall be responsible for the payment of such tax and shall pay ChemEssen the full amount invoiced without any deduction for such withholding tax. All amounts to be invoiced under the SA will be exclusive of taxes or duties, and LICENSEE is responsible for any such taxes or duties that may apply, including, but not limited to, sales and use taxes, excise taxes, value added taxes, consumption taxes, or goods and services taxes. If ChemEssen is required to collect any taxes from LICENSEE, LICENSEE shall pay such invoiced taxes, and ChemEssen will remit amounts collected to the appropriate taxing jurisdiction.
7.3 Taxes.If LICENSEE is required to withhold tax on any amounts payable under the SA, LICENSEE shall be responsible for the payment of such tax and shall pay ChemEssen the full amount invoiced without any deduction for such withholding tax. All amounts to be invoiced under the SA will be exclusive of taxes or duties, and LICENSEE is responsible for any such taxes or duties that may apply, including, but not limited to, sales and use taxes, excise taxes, value added taxes, consumption taxes, or goods and services taxes. If ChemEssen is required to collect any taxes from LICENSEE, LICENSEE shall pay such invoiced taxes, and ChemEssen will remit amounts collected to the appropriate taxing jurisdiction.
7.4 Right to Assign.ChemEssen may assign to an assignee all ChemEssen’s rights to receive any and all payments due under the SA. Such assignment shall not affect or release ChemEssen from its obligations and liabilities to LICENSEE. The assignee will not be chargeable with or assume any of ChemEssen’s obligations or liabilities to LICENSEE. LICENSEE shall promptly execute any ancillary documents and take further actions as ChemEssen or assignee may reasonably request relating to such assignment, including but not limited to assignment notifications and certificates of authorization. Notwithstanding any termination or cancellation under Section 6 above, LICENSEE shall, in accordance with the terms of the SA and on instruction from ChemEssen, pay the assignee any unpaid license and service fees, without deduction or offset, notwithstanding any claim or defense LICENSEE may have against ChemEssen.
7.5 Remedies.If LICENSEE fails to make any payment to ChemEssen or the assignee when due, and such failure continues for 60 days after the due date for such payment, then in addition to any other rights and remedies available to ChemEssen or the assignee, ChemEssen may disable further use of the PRODUCT or take other self-help measures, and all amounts owed by LICENSEE under the SA will become immediately due and payable. In addition, ChemEssen or the assignee may recover reasonable fees and expenses incurred in exercising any of its rights and remedies upon default, including without limitation, reasonable attorneys’ fees and expenses. While ChemEssen or the assignee may attempt to notify LICENSEE of any failure to receive a payment when due, LICENSEE's failure to receive any such notice will not excuse a default or limit the remedies available to ChemEssen or the assignee as described herein.
9. LIMITATION OF LIABILITY
9.1 Exclusion of Damages.IN NO EVENT SHALL CHEMESSEN BE LIABLE TO CUSTOMER FOR ANY DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT. CHEMESSEN SHALL NOT BE LIABLE FOR DAMAGES OR ANY OTHER CLAIM, WHETHER IN TORT, CONTRACT, NEGLIGENCE OR OTHERWISE.
9.2 Third Party Suppliers.THE PRODUCT MAY CONTAIN FUNCTIONALITY SUPPLIED BY THIRD PARTIES, INCLUDING DEVELOPERS, VENDORS, SUPPLIERS, CONTRACTORS, OR CONSULTANTS. IN NO EVENT SHALL SUCH THIRD PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES ARISING FROM THE EULA. THIRD PARTY PRODUCT COMPONENTS IN THE PRODUCT OR OTHERWISE SUPPLIED BY CHEMESSEN MAY NOT BE USED INDEPENDENTLY OF THE PRODUCT.
9.3 Limitation of Liability.LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT CHEMESSEN’S AGGEGATE TOTAL LIABILITY, IN ANY EVENT, FOR ANY COST, LOSS, DAMAGES, OR OTHER POTENTICAL OR ACTUAL EXPENSES WHICH IS IN ANY WAY RELATED TO THE EXECUTION, PERFORMANCE, OR SUBECT MATTER OF THIS EULA AND/OR THE SA SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY LICENSEE TO CHEMESSEN, REGARDLESS OF THE FORM OF THE ACTION EMPLOYED. USE OF ANY PRODUCT UNDER THIS EULA SHALL NOT CREATE ANY OBLIGATION FOR CHEMESSEN TO CONTINUE TO DEVELOP, PRODUCTIZE, SUPPORT, REPAIR, OFFER FOR SALE OR IN ANY OTHER WAY CONTINUE TO PROVIDE OR DEVELOP PRODUCT EITHER TO LICENSEE OR TO ANY OTHER PARTY.
10.1 Indemnification.LICENSEE agrees to indemnify and hold harmless ChemEssen from and against all damages, liabilities, attorney fees, and costs incurred by ChemEssen: (i) in defending against third party claims or threats of claims against ChemEssen arising out of LICENSEE’S use of the PRODUCT, or (ii) as a result of the breach of any LICENSEE’S obligation, covenants or representations under this EULA and/or the SA.
10.2 Audit Rights.LICENSEE shall provide data regarding LICENSEE’S usage of the PRODUCT upon request by ChemEssen, and/or allow ChemEssen reasonable access for the purpose of retrieving such data. Such data may be in the form of software log files or other discrete data, in electronic or hardcopy format. ChemEssen shall not disclose such information to any third party, except to enforce ChemEssen’s rights.
10.3 Governing Law.Regardless of where any action may be brought, this EULA and/or the SA shall be governed, constructed, and enforced in accordance with the laws of Republic of Korea, without regard to its rules on conflicts of law.
10.4 Entire EULA.This EULA: (i) constitutes the complete and exclusive statement of the terms and conditions between the parties with respect to the matters set forth therein; (ii) is intended by the parties as a final expression of their agreement with respect to the terms thereof; and (iii) supersedes all other agreements, purchase orders, negotiations, representations, tender documents, and proposals, written or oral. This EULA may not be amended except in a writing duly signed by an authorized representative of ChemEssen and LICENSEE.
10.5 Severability.If any provision of this EULA is held unenforceable or inoperative by any court of competent jurisdiction, either in whole or in part, the remaining provisions shall be given full force and effect to the extent not inconsistent with the original terms of this EULA.
10.6 Survival.The obligations set forth in Sections 2, 3, 4, 5, 6, 7, 8, and 9 shall survive termination or expiration of this EULA and/or the SA.
IMPORTANT - READ CAREFULLY:This End User License Agreement (hereinafter "EULA") is a legal agreement between ChemEssen, Inc. ("ChemEssen") and you (either an individual or a single entity – hereinafter "Licensee"). This EULA covers the software supplied by ChemEssen, the associated media, audio, video, screen images, any printed or electronic materials, data, files and information and any "online" or electronic documentation (hereinafter "Software") which it accompanies or downloads, and which has been provided to Licensee. The Software is copyrighted and it is licensed to you under this EULA, not sold to you. By installing, copying or otherwise using the Software, you agree to be bound by the terms of this EULA. This EULA takes precedence over any other agreement or terms embedded within the Software. If you do not agree with any term or condition, do not download, order, open, install or use the product package.
Assent to Be Bound
By selecting the "I accept the terms..." option button during installation, by clicking the “Create My Account” button on the sign-up page, or by installing, copying or otherwise using this Software, Licensee agrees to be bound by the terms of this EULA.
THE SOFTWARE LICENSED HEREUNDER MAY CONTAIN DEFECTS. A PRIMARY PURPOSE OF THIS DEMONSTRATION LICENSE, FOR WHICH NO FEES HAVE BEEN CHARGED OR ARE DUE FROM LICENSEE, IS TO EVALUATE THE SOFTWARE PERFORMANCE. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SOFTWARE AND/OR ACCOMPANYING MATERIALS.
The enclosed Software is Confidential Information. Licensee agrees not to transfer, copy, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of ChemEssen. Licensee agrees to maintain the confidentiality of the Software with a reasonable care and diligence.
Grant of License
Subject to the terms and conditions of this EULA, ChemEssen grants to Licensee a limited, revocable, royalty-free, non-exclusive, non-transferable license (without the right to sublicense) to access the website located at members.molinstincts.com for the purpose of the operation and use of the Software and to use the executable object code version of the software on computers residing on Licensee’s premises, and also including such versions, updates, enhancements, modifications, and additions, and also associated documentation, as may be made available by ChemEssen in its discretion from time to time on the condition that Licensee uses such Software solely for Licensee’s internal, non-commercial purposes, and solely: (a) to evaluate the technical viability of the Software; (b) to evaluate the reliability and functionality of the Software in a working environment; (c) to determine whether the features of the Software perform as designed and are useful; (d) to determine whether the Software will work for its intended purpose; and (e) to create and provide to ChemEssen suggestions and technical feedback regarding the Software, including suggestions regarding viability and functionality of the Software.
Restrictions on Grant
Except as and only to the extent expressly permitted in this EULA, Licensee may not: (a) Modify or create any derivative works of the Software or documentation, including translation or localization except code written to published APIs (application programming interfaces); (b) Copy the Software except as provided in this EULA or elsewhere by ChemEssen; (c) Separate the Software, which is licensed as a single product, into its component parts; (d) Sublicense or permit simultaneous use of the Software by more than one user; (e) Reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code of the Software; (f) Redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement. Licensee may NOT transfer the Software under any circumstances; (g) Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software; (h) Publish any results of benchmark tests without ChemEssen’s prior written consent; (i) Use the Software by more users than have been licensed on more computers or computing devices than the number licensed, or by more developers than the number licensed, as applicable; (j) Use the Software to enable, support or otherwise aid the development of technology competitive with the Software or any software embedded therein.
Feedback from Licensee
It is expressly understood, acknowledged and agreed that Licensee shall, regardless of whether or not formally requested to do, provide to ChemEssen reasonable suggestions, comments and feedback regarding the Software, including but not limited to usability, bug reports and test results, with respect to Software testing (collectively, "Feedback"). Licensee grants ChemEssen, under all of Licensee's intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any ChemEssen product, technology, service, specification or other documentation (individually and collectively, "ChemEssen Products"); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any ChemEssen Products; (iii) solely with respect to Licensee's copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into ChemEssen Products, technology or service. Further, Licensee warrants that Licensee's Feedback is not subject to any license terms that would purport to require ChemEssen to comply with any additional obligations with respect to any ChemEssen Products that incorporate any Feedback.
Demo-Software Product Support
ChemEssen is under no obligation to provide technical support under the terms of this license, and provides no assurance that any specific errors or discrepancies in the Software will be corrected.
Ownership and Copyright of Software
Title to the Software and all copies thereof remain with ChemEssen and/or or its suppliers. The Software is copyrighted and is protected by worldwide copyright laws and treaty provisions. Licensee will not remove copyright notices from the Software. Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, ChemEssen does not grant any express or implied right to Licensee under ChemEssen patents, copyrights, trademarks, or trade secret information.
Term of This EULA
ChemEssen may terminate this EULA at any time for any reason or no reason by providing Licensee advance written notice thereof. Upon any expiration or termination of this EULA, the rights and licenses granted to Licensee under this EULA shall immediately terminate, and Licensee shall immediately cease using, and will return to ChemEssen (or, at ChemEssen' request, destroy), the Software, Documentation, and all other tangible items in Licensee's possession or control that are proprietary to ChemEssen or contain Confidential Information.
THE SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS", AND CHEMESSEN DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, CHEMESSEN EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE SOFTWARE WILL NOT INTERRUPT, INTERFERE OR DAMAGE ANY OTHER SOFTWARE ON LICENSEE’S COMPUTERS OR OPERATION THEREOF. LICENSEE ASSUMES, AND CHEMESSEN DISCLAIMS RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE LICENSEE'S INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM LICENSEE'S USE OF THE SOFTWARE. LICENSEE SHALL BEAR, AND CHEMESSEN DISCLAIMS THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE.
Limitation on Liability
Use of any Software under this EULA is experimental and shall not create any obligation for ChemEssen to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Software either to Licensee or to any other party.
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL CHEMESSEN OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF CHEMESSEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This EULA constitutes a complete and exclusive agreement between ChemEssen and Licensee with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This EULA may not be amended except in a writing duly signed by an authorized representative of ChemEssen and Licensee.
This EULA is governed and interpreted under the laws of Republic of Korea.
Copyright (C) 2012 ChemEssen, Inc. All rights reserved. MOL-Instincts is a trademark of ChemEssen, Inc. This product is based on a technology that is the subject matter of a number of pending patent applications. Product Site: www.MOL-Instincts.com.
If you have any questions please feel free to contact us via email at firstname.lastname@example.org.
The MOL-Instincts website, navigator software, and remote desktop tool provide a convenient way to access the benefits of our registered users. When you use them you may be asked to supply some personal information. We respect the privacy of our website visitors and registered users. We do use information you provide to better serve your needs. We also recognize that this information belongs to you and that we must treat it accordingly. This policy describes the ways we collect, store, use and protects your personal information.
Collecting Your Personal Information
When you visit the MOL-Instincts website or use the MOL-Instincts Services, we collect information sent to us by your computer, remote desktop server, mobile phone or other access device. This information may include your IP address, device information including but not limited to identifier, name and type, operating system, location, mobile network information, and standard web log information, such as your browser type, traffic to and from our site, date and time of access, host or service-provider information, identification of the referring site, the pages you accessed on our website, and information you obtained through our MOL-Instincts Services. This information is used exclusively for our internal purposes and is not disclosed to any non-affiliated third parties except our producers.
If you open an account or use the MOL-Instincts Services, we may collect the following types of information:
Contact information - your name, company type & name, position, address, phone, email and other similar information.
When you use the MOL-Instincts Services, we collect information about your transactions and your other activities on our website, database servers, application or when using the MOL-Instincts Services and we may collect information about your computer or other access device for fraud prevention purposes or our record-keeping purposes.
In order to help protect you from fraud and misuse of your personal information, we may collect information about your use and interaction with our website, application or the MOL-Instincts Services. For example, we may evaluate your computer, mobile phone or other access device to identify any malicious software or activity that may affect the availability of the MOL-Instincts Services.
Storing and Protecting Your Personal Information
Throughout this policy, we use the term "personal information" to describe information that can be associated with a specific person and can be used to identify that person.
We store and process your personal information on our servers in the world where MOL-Instincts facilities or our service providers are located, and we protect it by maintaining physical, electronic and procedural safeguards in compliance with applicable regulations. We use computer safeguards such as firewalls and data encryption, we enforce physical access controls to our buildings and files, and we authorize access to personal information only for those employees who require it to fulfill their job responsibilities.
Using Your Personal Information
Our primary purpose in collecting personal information of you is to provide you with a secure, smooth, efficient, and customized experience. In addition, we may use your personal information to (1) provide the MOL-Instincts Services and customer support you request, (2) process transactions and send notices about your transactions, (3) resolve disputes, collect fees, and troubleshoot problems, (4) prevent potentially prohibited or illegal activities, and enforce our License/Subscribe Agreement, (5) customize, measure, and improve the MOL-Instincts Services and the content and layout of our website and applications, (6) deliver targeted marketing, service update notices, and promotional offers, and (7) identify the pool of the users of MOL-Instincts Services.
We don't sell or rent your personal information to third parties for their marketing purposes. Your personal information may be shared with agents or contractors of MOL-Instincts for the purpose of performing services or providing support for MOL-Instincts. We may combine your information with information we collect from other companies and use it to improve and personalize the MOL-Instincts Services, content and advertising. If you don't wish to receive communications from us or participate in our programs, simply cancel your account on the My Page> My Profile page of the MOL-Instincts website.
When you access our website or content or use our application or the MOL-Instincts Services, we may place small data files called cookies or pixel tags on your computer or other device. We use these technologies to recognize you as a MOL-Instincts customer, customize the MOL-Instincts Services, content and advertising, measure promotional effectiveness, collect information about your computer or other access device to alleviate risk, help prevent fraud and promote trust and safety. You are free to disable our cookies on your computer, but doing so may interfere with your use of our website.
If you have any questions please feel free to contact us.