Request for Evaluation

OpenEye Scientific Software, Inc.

BY INSTALLING OR USING THE PRODUCT OF OPENEYE SCIENTIFIC SOFTWARE THAT ACCOMPANIES THIS AGREEMENT, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.

LICENSE GRANT

During the period covered by this agreement, OpenEye Scientific Software Inc. ("OpenEye") grants to the Licensee a nonexclusive license to use any software product ("Software") of OpenEye and accompanying documentation ("Documentation") in the manner described below under "Scope of License Grant." The Software may contain mechanisms that will terminate the ability to use the Software at the end of the evaluation period. Regardless of the existence of such mechanisms, if the Licensee wishes to continue using Software after the end of the evaluation period, Licensee will need to purchase a standard license from OpenEye.

SCOPE OF LICENSE GRANT

Licensee may: download and install the Software, and use the Software on computers at their research site for evaluation, if Licensee has not used the same version of the Software during a previous evaluation period. Licensee may not: disable or bypass the time limitation mechanism contained in the Software; modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software; rent, lease, grant a security interest in, or otherwise transfer rights to the Software; or remove any proprietary notices or labels on the Software. Licensee may not use the software for uses other than software evaluation. In particular, it is forbidden to make use of the software or results derived thereof, including but not limited to output data files, for research purposes or for any commercial or non-commercial purposes other than evaluation of the software. Such use is forbidden both during and after the evaluation period. If the software is purchased during or immediately subsequent to the evaluation period, this restriction will be waived and use of results shall be governed by the standard license agreement.

NO WARRANTY

The Software and Documentation are provided "AS IS" and without any warranty of any kind. OpenEye and its suppliers disclaim all warranties and conditions, express or implied, including warranties or conditions of merchantability, fitness for a particular purpose, and noninfringement of third parties' rights. Some jurisdictions do not allow exclusions or disclaimers of warranties, in which case the above exclusions or disclaimers may not apply.

TITLE

Title, ownership rights, and intellectual property rights in the Software and Documentation shall remain in OpenEye. The Software and Documentation are protected by copyright and other intellectual property laws and by international treaties. Title, ownership rights, and intellectual property rights in any results derived from the Software and Documentation shall remain in OpenEye, unless this agreement is superseded by a standard license agreement.

NONDISCLOSURE

Licensee shall take reasonable steps to maintain the confidential and trade secret status of the Software, Documentation and other proprietary OpenEye information and materials provided to Licensee.  The Licensee’s obligations under this section shall survive termination of this Agreement for a period of three (3) years.

TERMINATION

Unless otherwise agreed upon in writing by OpenEye, the period covered by this agreement shall be two (2) months from the date on which the software is received or downloaded.  In addition this license shall automatically and immediately terminate if Licensee fails to comply with the terms and conditions described herein. Upon termination, Licensee must destroy all copies of the Software, Documentation and results derived there from, unless this agreement is superseded by a standard license agreement.

EXPORT CONTROLS

The Software and related technology may not be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By installing or using the Software, Licensee is agreeing to the foregoing and representing and warranting that they are not located in, under the control of, or a national or resident of any such country or on any such list. In addition, The Licensee agrees to comply with any other applicable U.S. export control laws and any local laws in their jurisdiction that may impact the right to import, export, or use the Software. By installing or using the Software, Licensee is also representing and warranting that they will not use, or permit or authorize others to use, the Software in connection with the design, development, production, stockpiling or use of any chemical or biological weapons.

LIMITATION OF LIABILITY

Under no circumstances shall OpenEye or its suppliers or resellers be liable to Licensee or any other person for any indirect, special, incidental, or consequential damages of any kind, including without limitation, damages for lost profits or revenue, business interruption, loss of data, computer failure or malfunction, or any and all other commercial damages or losses, whether foreseeable or not. In no event will OpenEye be liable for any damages in excess of the amount received from Licensee for a license to the software, even if OpenEye shall have been informed of the possibility of such damages, or for any claim by any third party. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, in which case this exclusion and limitation may not apply.

U.S. GOVERNMENT END USERS. The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct.1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are use in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth in this License Agreement.

GENERAL

This Agreement represents the complete agreement concerning the license granted hereunder and may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by New Mexico law, excluding conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

ACCEPTANCE BY LICENSEE