1. TTI GmbH, Nobelstraße 15, D-70569 Stuttgart, Federal Republic of Germany (TTI)
and
2. The LICENSEE, being the individual, organization or agent who downloads, installs or uses the Molpro Quantum Chemistry Package (SOFTWARE) comprising the software program and associated material including licence keys and documentation.

The LICENSEE may obtain a copy of the SOFTWARE by downloading it from a server. The copyright and other intellectual property rights in the SOFTWARE are and remain the property of TTI.

By downloading, installing or using the SOFTWARE, the LICENSEE accepts all of the terms and conditions of this Agreement.

1. In the case of the SOFTWARE being obtained in association with a purchase order, 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 LICENSEE must be destroyed immediately.
2. The SOFTWARE may not be installed or used on any other computers except those for which a licence key is provided.
3. The use of the SOFTWARE by the LICENSEE shall be restricted to purposes of evaluation only.
4. The SOFTWARE and related documentation are copyrighted works of authorship. TTI retains ownership of the SOFTWARE and all subsequent copies of the SOFTWARE, regardless of the form in which the copies may exist. This licence agreement does not constitute a sale of the original SOFTWARE or any copies.
5. The SOFTWARE is licensed for use by the LICENSEE only. The LICENSEE may not rent, lease, sub-license, sell, assign or otherwise transfer the SOFTWARE without the prior written consent of TTI.
6. The LICENSEE will not assign or transfer this Agreement, or any rights or obligations hereunder, without first obtaining the written consent of TTI. Upon such assignment, however, the LICENSEE shall cease all use of the SOFTWARE, and destroy all copies of the SOFTWARE immediately.
7. The LICENSEE 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.
8. The LICENSEE shall not disclose any part of the SOFTWARE to any third party, and shall ensure that the SOFTWARE is protected against unauthorised copying.
9. Except with prior written permission from TTI or as expressly provided for in this Agreement, the LICENSEE may not extract any part of the SOFTWARE for incorporation into other programs, or modify, reverse-engineer, translate, decompile or otherwise use the SOFTWARE in a manner for which it is not intended.
10. The LICENSEE agrees that its contact details may be held by TTI on a secure database and shall be used for the purpose of SOFTWARE licence administration only.
11. TTI shall be under no obligation to provide assistance of any kind in the installation or execution of the SOFTWARE.
12. 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. The LICENSEE assumes the entire risk as to the quality and performance of the SOFTWARE. Should the SOFTWARE prove defective, the LICENSEE assumes the entire cost of all necessary servicing, repair or correction. TTI does not warrant that the SOFTWARE will meet the requirements of the LICENSEE or the correctness of the code.
13. 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.
14. 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.
15. 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.
16. Any disputes out of or in connection with this Agreement shall exclusively be brought before the District Court of Stuttgart (Landgericht Stuttgart).
17. 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. The Agreement can be terminated earlier by LICENSEE on giving 30 days written notice to TTI. TTI may terminate the licence immediately and without warning if LICENSEE is found to be in breach of the terms of this Agreement.
18. On termination of this Agreement, all copies of the SOFTWARE in possession of the LICENSEE shall be destroyed immediately; save that TTI recognizes that should electronic copies of the SOFTWARE and associated documentation become incorporated into the LICENSEE’s automatic backup systems, the obligation of the LICENSEE to destroy such copies of the SOFTWARE in its possession shall not automatically apply. The 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 LICENSEE.
19. 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.
20. 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 LICENSEE.