OpenEye Scientific Software, Inc.
Academic License Agreement
Because this is a royalty-free license for Academic Research, no changes may be made to this Agreement. If the Licensee does not agree with the terms, please contact OpenEye for academic pricing on a commercial end user license.
||OpenEye Scientific Software, Inc.
||(the Principal Investigator)
||(the research group led by the Principal Investigator)
||(the Institution is NOT the Licensee)
II. EFFECTIVE DATE: ____________________________
III. ACADEMIC RESEARCH:
OpenEye issues no-cost Academic Licenses for Academic Research use in order to foster and support bona fide academic research. “Academic Research” means not-for-profit research performed at the Licensee’s facilities that does not benefit a commercial entity and that is not subject to consulting or licensing obligations or other grant of rights to any commercial entity. OpenEye expects research discoveries made under this Agreement to be released into the public domain. Other uses are subject to Section VII.
The term of this Agreement is for one year from the Effective Date. Licensee may request an extension for an additional one-year period, and OpenEye will review eligibility and may grant an extension in its sole discretion. Academic Licenses may be terminated at any time on notice to the Licensee at the sole discretion of OpenEye, with or without cause and as further described in Section XV (Termination).
Eligibility for an Academic License will be determined for each individual research group. Thus, eligibility may differ among distinct research groups within a single degree granting institution, and Academic Licenses will only apply to the research group of a specific Principal Investigator. OpenEye in its sole discretion will determine the Licensee’s eligibility for an Academic License, contingent on the continued accuracy of the pertinent information provided by the Licensee and continued compliance with this Agreement. Eligibility for an Academic License is not permanent, and eligibility will be reevaluated periodically. Any determination of academic eligibility, and OpenEye academic licensing policy, may be changed at any time without prior notice, at OpenEye's sole discretion.
VI. LICENSE GRANT:
During the Term, subject to the terms and conditions of this Agreement, OpenEye grants to the Licensee a nonexclusive, nontransferable license to “Use” any software product ("Software") that OpenEye chooses to make available and accompanying documentation ("Documentation") in the manner described below under "Scope of License Grant." “Use” means internal end use by the Licensee at its research facilities for purely non-commercial academic research. This is a license agreement and not an agreement for sale. All rights not specifically granted are reserved to OpenEye. The Licensee shall use its good faith reasonable efforts to notify members of the Licensee research group of the existence of this Agreement and the Scope of License Grant and other license restrictions.
VII. SCOPE OF LICENSE GRANT:
Licensee may download and install the Software, and use the Software on computers at their research facilities. Licensee may not: disable or bypass any 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 distribute or transfer rights to the Software; or remove any proprietary notices or labels on the Software. Licensee may not allow anyone other than the Licensee and the immediate members of their research group to use the Software. Licensee shall not, and shall not allow their research group members, to use the Software in any manner other than according to the terms of this Agreement.
VIII. WHEN ACADEMIC BECOMES COMMERCIAL:
The reality of the modern world is that academic research is seldom non-commercial. Compounds are designed and licensed to major pharmaceutical companies. Discoveries lead to university spin-offs. Collaborations with commercial entities blur the lines of public and private research. Software, sometimes competing with OpenEye’s offerings, is written and distributed, licensed or patented. OpenEye appreciates this complexity and lists the expected and required behavior by the Licensee in any of the following situations:
- Contract Research. Contract research means the Software is used for the express benefit of a commercial partner, including, but not limited to virtual screening, database base preparation or crystallographic refinement. OpenEye requires that both the Licensee and the commercial partner either have current (and actively maintained) licenses or purchase the appropriate licenses.
- Drug-design. OpenEye wishes any academic group well in its efforts to improve the well being of mankind. If the Software is used in the process of discovery for which a university, department or research group eventually receives a revenue stream (including, but not limited to license fee, royalty), OpenEye requires a retroactive commercial license to OpenEye's Annual Package (at then current pricing) be paid to OpenEye for each year for that period of discovery.
- Software Development. “Derived Software” means Software that incorporates or is built on OpenEye applications or toolkits for redistribution to other parties. End users of the Derived Software must apply for the appropriate licenses from OpenEye or, in the case of such software becoming distributed for consideration, that the Licensee must negotiate an equitable royalty with OpenEye.
- Public database generation. Licensee must obtain a waiver from OpenEye to include information generated by the Software in a publicly accessible database. In general, we encourage the use of our tools to improve the quality of available public data.
- Public web sites. Licensee must obtain a waiver from OpenEye to create a publicly accessible website that includes either data generated by the Software or that enables remote access to the Software. Proper attribution to OpenEye for the Software licenses used to create the web site is required.
- Comparison studies. OpenEye requires notification of any publication comparing our methods to those of others. We encourage communication as to the purpose and conclusions of any such work before publication. OpenEye reserves the right to restrict the length of licenses granted for this purpose.
- Reverse engineering. OpenEye reserves the right to both ban individuals, research groups and even institutions that acquire licenses for the purpose of producing comparable software or features, and to seek recompense via the appropriate judicial channels. Any and all information (including without limitation, source code) discerned through reverse engineering or de-compiling or disassembly is hereby assigned by the Licensee and Institution to OpenEye and is a confidential trade secret of OpenEye.
IX. LICENSE KEYS:
The Licensee acknowledges that the Software needs to be activated by time-limited (and potentially machine-limited) license keys. The Licensee shall receive its license key from OpenEye on an annual basis or as otherwise determined by OpenEye.
OpenEye reserves the right to audit the Licensee’s compliance with this Agreement from time to time during normal business hours.
XI. 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.
XII. NO SUPPORT:
No support is provided with an Academic License. OpenEye may in its sole discretion and at its own schedule, but without obligation, review the merit of any reported issues, requests for enhancement or questions about usage and may deliver a response.
Title, ownership 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.
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 expiration or termination of this Agreement for a period of three (3) years.
In addition to OpenEye’s termination rights in Section IV (Term), this Agreement shall automatically and immediately terminate if Licensee fails to comply with the terms and conditions described herein. Upon termination due to commercialization, pursuant to the Section "WHEN ACADEMIC BECOMES COMMERCIAL," the Licensee shall purchase an appropriate commercial license and execute a standard licensing agreement. Upon expiration or termination in any other conditions, the Licensee will destroy all copies of the Software and Documentation and within thirty (30) days send a written certification of compliance to OpenEye.
XVI. EXPORT CONTROLS:
The Software and related technology may not be downloaded or otherwise exported or re-exported (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. Licensee agrees to the foregoing and represents and warrants 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. Licensee also represents and warrants 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.
XVII. LIMITATION OF LIABILITY:
To the maximum extent permitted by applicable law:
- In no event will 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 similar damages or losses, whether foreseeable or not.
- In no event will OpenEye be cumulatively liable for any and all direct and indirect, special, incidental, or consequential damages of any kind in excess of one hundred dollars ($100), 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 the above exclusion and limitation may not apply.
- Each party shall be responsible for all reasonable claims for damage to any property or persons which arise solely out of or in consequence of the negligent act or omission of such party or its students, subordinates, employees, agents or contractors, whether such claims are made by the other party or a third party; provided that neither party shall be liable for damage which results in whole or in part from any negligent act or omission of the other party or its students, subordinates, employees, agents or contractors.
XVIII. U.S. GOVERNMENT END USERS:
The Software is provided with restricted rights and is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212. Use, duplication, or disclosure by U.S. Government agencies or contractors is subject to the restrictions as set forth in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, and other applicable provisions, or in successor provisions, as well as the limitations set forth in this Agreement.
This Agreement represents the complete agreement concerning the subject matter hereof and may be amended or waived only by a writing executed by both Licensee and OpenEye. 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. Sections VII, VIII, X, XI, XII, XIII, XIV, XV, XVI, XVII, XVIII and XIX of this Agreement will survive any termination or expiration of this Agreement. The Licensee acknowledges that OpenEye would suffer substantial damage if the Licensee breached this Agreement and agrees that if that happened, OpenEye is entitled (in addition to any other rights or remedies) to obtain an injunction from any court with jurisdiction, without posting of bond or other security.