Molpro Quantum Chemistry Package Licence Agreement
This Agreement, dated 20 January 2020, is made between the parties
TTI GmbH, Nobelstraße 15, D-70569 Stuttgart, Federal Republic of
The LICENSEE, being
the individual, organization or agent who downloads, installs
or uses the Molpro Quantum Chemistry Package
comprising the software program
and associated material including licence keys and documentation.
The LICENSEE may obtain a copy of the
by downloading it from a server. The copyright and other
intellectual property rights in the
are and remain the property of
By downloading, installing or using the
the LICENSEE accepts all of the terms and
conditions of this Agreement.
In the case of the
SOFTWARE being obtained in association with a
LICENSEE represents and warrants that they
are authorised to bind this Agreement to the entity defined in the
purchase order. If the terms of this entire Agreement are not acceptable,
all copies of the
SOFTWARE held by the
must be destroyed immediately.
SOFTWARE may not be installed or used on any
other computers except those for which a licence key is provided.
The use of the
by the LICENSEE
shall be restricted to purposes of
and related documentation are copyrighted works of authorship.
retains ownership of the
and all subsequent copies of the
regardless of the form in which the copies may exist.
This licence agreement does not constitute a sale of the
or any copies.
is licensed for use by the
The LICENSEE may not rent, lease,
sub-license, sell, assign or otherwise transfer the
without the prior written consent of
will not assign or transfer this Agreement, or any rights or
obligations hereunder, without first obtaining the written consent of
Upon such assignment, however, the
cease all use of the
SOFTWARE, and destroy all copies of the
agrees that all published work resulting from use of the
SOFTWARE shall make proper reference
to the appropriate program modules, as detailed in the user's manual.
shall not disclose any part of the
any third party,
and shall ensure that the
protected against unauthorised copying.
Except with prior written permission from
or as expressly provided for in this Agreement, the
may not extract any part of the
for incorporation into other programs, or modify,
reverse-engineer, translate, decompile or otherwise use the
SOFTWARE in a manner for which it is not
agrees that its
contact details may be held by
TTI on a secure database and shall be used for the purpose
licence administration only.
shall be under no obligation to provide assistance of any kind
in the installation or execution of the
SOFTWARE is supplied "as is", without
warranty, representation or guarantee of any kind,
either expressed or implied, including, but not limited to, any
implied warranties of quality, merchantability, fitness for a
particular purpose or ability to achieve a particular result.
assumes the entire risk as to the quality and performance of the
prove defective, the
assumes the entire cost of all necessary servicing, repair or
does not warrant that the
will meet the requirements of the
or the correctness of the code.
TTI makes no representation or warranty that use of the
SOFTWARE will not result in the innocent
infringement of third-party intellectual property
rights. TTI does not accept any responsibility
whatsoever for infringement of such rights.
TTI shall not have any liability to
LICENSEE under or in connection
with this Agreement or in connection with
LICENSEE’s use of the
SOFTWARE, except i) in cases of death or personal injury, ii) where
the liability is the result of TTI’s wilful misconduct, gross
negligence or negligent breach of cardinal duties or iii) where
liability cannot be excluded by law. TTI’s liability for breach of
cardinal duties shall be limited to the foreseeable and typical
loss. This provision shall also apply in favour of TTI’s directors,
employees and affiliates.
This Agreement shall be governed by the laws of the Federal
Republic of Germany and excluding any conflict-of-law rules,
save where mandatory copyright law or other substantive
mandatory law of another country applies to individual issues
regardless of the parties’ choice of law. The United Nations
Convention on Contracts for the International Sale of Goods
(CISG) shall not apply.
Any disputes out of or in connection with this Agreement shall
exclusively be brought before the District Court of Stuttgart
This Agreement shall remain in force
for a fixed term.
The start of the term is the date on which the first download of the
SOFTWARE is made. The end of the term is the
latest expiry date on any licence keys provided to
the LICENSEE. If additional licence keys are
provided subsequently as part of a Software upgrade or
otherwise, the term of this Agreement is extended to the latest
expiry date on the additional keys.
can be terminated earlier by
on giving 30 days written notice to
TTI may terminate the licence immediately and
without warning if
LICENSEE is found to be in breach of the
terms of this Agreement.
On termination of this Agreement, all copies of the
possession of the
LICENSEE shall be destroyed immediately; save that
TTI recognizes that should electronic copies of the
associated documentation become incorporated into the
automatic backup systems, the obligation of the
LICENSEE to destroy
such copies of the
SOFTWARE in its possession shall not automatically
LICENSEE hereby undertakes that it will not use, disclose,
restore or attempt to restore the
SOFTWARE from such automatic backup
systems. This exemption granted by TTI to the
LICENSEE, in the event
of termination of this Agreement, shall not apply to the copies of the
SOFTWARE stored or retained elsewhere by the
Neither TTI nor LICENSEE shall issue a press release or make any other
public statement that references this Agreement, or use the
other party's names or trademarks for publicity or advertising
purposes, except with the prior written consent of the other
party, which may be withheld in that party’s sole discretion.
TTI and LICENSEE shall each be and remain an independent
contractor with respect to all rights and obligations arising
under this Agreement. Nothing contained in this Agreement shall
be deemed or construed to create a relationship of employment,
principal and agent, partnership, co- or joint employer or joint
venture. TTI shall not permit any of its officers, directors,
agents, employees, representatives, supervisors, successors,
assigns, employees, or sub-contractors to represent or hold out
itself or themselves as agents, supervisors, servants,
employees, or representatives of LICENSEE or as authorized
to make any commitment to incur any obligation on behalf of the
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