Academic License Terms and Conditions

License Terms and Conditions

This time-limited Software License for the program package entitled “FORECASTER” and “VIRTUAL CHEMIST” (the “Software”), is granted by Molecular Forecaster Inc. (“Licensor”), of 2075 Boul. Robert Bourassa, Suite 910, Montreal, Québec H3A 2L1, Canada (previously 7171 rue Frederick-Banting, Saint Laurent, Qc, H4S 1Z9, Canada and 969 MarcAurele Fortin, Laval, Qc, H7L 6H9, Canada), to the individual named above and any research active members of its research group listed in the Appendix A (the "Licensee"), as end user, on the following terms and conditions:

Grant of license

Licensor hereby grants to the Licensee the non-exclusive non-transferable right to use the Software and accompanying manual (the "Documentation") strictly for academic research and education purposes, but not for any commercial purposes whatsoever, for one (1) year from the date of signature and submission of the License on the terms and conditions specified herein. The use of the Software for any commercial or any other type of revenue generating activity is strictly prohibited.

License Fee

Licensor grants the License to the Licensee free of charge (0$). The parties hereby acknowledge that the zero fee does not reflect the value of the Software and Documentation. If research group members other than those listed in Appendix A will be using the Software, Licensee must obtain additional Licenses for the Software and Documentation. Licensor will provide the Software to the Licensee in object code only upon execution of this License. The object code will be licensed for a period ending on the date given in Article 1. After this period, the Licensee shall renew this License.

Ownership

Licensor retains all property, right, title, and interest in and to the Software and Documentation, including, without limitation, all trade-marks, trade names, copyrights, patents and other intellectual property rights in the Software and Documentation. As the only exception, open-source pieces of code used the Software listed in Appendix B are subject to terms of other licenses and the Licensee agrees with the terms of these other licenses. Licensor specifically retains the right to grant licenses of the Software and Documentation to other persons. Licensor reserves the right to use and practice the Software for its purposes, including teaching, research, continuing research, development, licensing for commercial use, testing and all other practice or utilization of the Software as well as collaborations with other institutions.

Transfer Restriction

The Software and Documentation is licensed only to the Licensee at the institution listed above, and may not be transferred, and this License may not be assigned to anyone nor used at another institution without the prior written permission of Licensor.

Copy and Use Restriction

The Licensee is permitted to make one backup copy and/or to provide a single copy of the Software program to each member of the Licensee group, and any such copies together with the original must be kept in the Licensee's possession or control. The Licensee shall reproduce and include the copyright notice of Licensor on any and all copies, whether in whole or in part, in any form. The Licensee may not modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative work(s) based upon the Software or Documentation. The Software and/or Documentation may not be rented or leased to others. The Software and Documentation may not be used on a computer network unless only Licensee has access to this network.

Publications and Presentations

In the event that the Licensee makes any publications or presentations with respect to research conducted using the Software, the Licensee shall acknowledge in such publication or presentation that the Software has been utilized and proper citation should be included.

Termination

This License is in force until terminated. This License will be terminated automatically on the date specified in Article 1. This License will be terminated automatically upon reception of a notice to that effect, if the Licensee or Licensee group fails to abide by any provisions of this Agreement, or if any petition, assignment or proposal is made against or by the Licensee under the Bankruptcy Act or if the Licensee is adjudged bankrupt, or makes an assignment for the benefit of its creditors. Upon termination, the Licensee shall destroy all copies of the Software and Documentation. Notwithstanding the termination of this License, Article 9 herein shall remain in full force and effect. Any authorized users leaving the Licensee’s research group shall destroy all copies of the Software and Documentation in his/her possession.

Severability

If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavour in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Update Policy

Licensor may produce, from time to time, modifications and/or updates of the Software and/or Documentation. Such modifications and updates may be made available to the Licensee at the Licensor’s discretion. However, any such modifications and/or updates will only become available as they are developed, and Licensor cannot and does not commit to the development of such modifications and/or updates on any particular schedule. Licensor is under no obligation to correct Software errors that arise in any version of the Software program. Licensor does not warrant that Software can or will be corrected or that Licensor will develop or provide Licensee with any operations, capabilities or features not present in the version of the Software delivered to Licensee under this agreement.

Confidentiality

All information, documentation, or object code which Licensor may have imparted, or may from time to time impart to the Licensee relating to the Software or Documentation is proprietary and confidential. The Licensee agrees that it shall use the same solely and in accordance with the provisions of this License and that it shall not at any time during or after expiry or termination of this License disclose the same, whether directly or indirectly, to any third party without Licensor's prior written consent.

Absence of Warranty

(a) The Software is licensed “as is”.

(b) Licensor does not warrant that the Software will meet Licensee’s requirements, that the Software will operate in the combinations that the Licensee may select for use, or that the operation of the Software will be uninterrupted or error-free.

(c) The Licensee acknowledges that software in general is not error free and agrees that the existence of such errors in the Software or the Documentation shall not constitute a breach of this License.

(d) There are no warranties, whether express or implied, and Licensor disclaims all warranties of merchantability and fitness for a particular purpose, and any other warranty implied at law or in equity. Licensor makes no representations regarding the use or the results of use of the Software and/or Documentation in terms of corrections, accuracy, reliability or otherwise.

Limitation of Liability

In no event shall Licensor be liable for special, indirect or consequential damages, including those damages arising from loss of profits, loss of data, loss of revenues or downtime, even if Licensor has been advised of the possibility of such damages. Licensor's liability on any other claim for loss or liability, including negligence, arising out of or connected with this License, or the Software or Documentation, shall in no case exceed the smallest of the amount set forth in Article 2 or $100.00 CDN (one-hundred Canadian dollars).

Force Majeure

A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is a) beyond the reasonable control of a party b) materially affects the performance of any of its obligations under this agreement, and c) could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.

Remedy

The Licensee acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Licensor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Licensee acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, that the Licensor shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss.

Penalty

Upon the occurrence of any event which constitutes a breach of the duties of the Licensee pursuant to Articles 1 (Grant of License), 4 (Transfer Restriction), 5 (Copy and Use Restriction), 6 (Publications and Presentations), and 9 (Confidentiality) of this Agreement, the Licensee shall, at the Licensor’s first request, pay to the Licensor a penalty in the amount of thirty-five thousand (35,000) Canadian dollars pro-rated per year of violation, as well as a penalty of one hundred Canadian dollars for each day such violation has taken place and continues for the breach, without the need to serve a Notice to the Licensee or the need for a court order and without prejudice to Licensor’s right to recover damages in excess of the amount of such penalty.

Collections and Legal Expenses

The Licensee shall pay all solicitor's fees and expenses, and all legal costs as between solicitor and his own client on a full indemnity basis, as well as an allowance for the time, work and expenses of the Credit Grantor, or of any agent, solicitor or employee of the Credit Grantor, for any purpose herein provided for and whether such sums are advanced or incurred with the knowledge, consent, concurrence or acquiescence of the Licensee or otherwise, together with interest thereon at the rate provided for herein, shall be repayable to the Credit Grantor on demand, or if not demanded then with the next ensuing instalment payable to the Credit Grantor.

Notices

All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party's address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Licensor's books and records.

Miscellaneous

(a) This License shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada.

(b) This License is drawn up in English at the request of the parties. Le présent contrat est rédigé en anglais à la demande des parties.

(c) This License does not establish a joint venture, agency or partnership between the parties, nor creates an employer-employee relationship.

(d) Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

(e) This License contains the entire agreement and understanding between the Licensee and Licensor with respect to the subject matter hereof and supersedes any prior agreement, license or understanding whether oral or written, relating to the subject matter of this License. This License may only be modified by a written agreement signed by Licensor.

FORECASTER and VIRTUAL CHEMIST use modified Jmol code as a graphical interface.

Original jmol code: http://jmol.sourceforge.net/

Contact: jmol-developers@lists.sf.net

Modified code in FORECASTER: can be requested at info@molecularforecaster.com

This library is free software; you can redistribute it and/or modify it under the terms of the GNU Lesser General Public License as published by the Free Software Foundation; either version 2.1 of the License, or (at your option) any later version.

This library is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU Lesser General Public License for more details.

You should have received a copy of the GNU Lesser General Public License along with this library; if not, write to the Free Software Foundation, Inc., 51 Franklin St, Fifth Floor, Boston, MA 02110-1301 USA.

Alternatively, you may visit: https://www.gnu.org/licenses/

FORECASTER and VIRTUAL CHEMIST use Eigen for some matrix calculations.

Eigen is primarily MPL2 licensed. See COPYING.MPL2 and these links:

http://www.mozilla.org/MPL/2.0/

http://www.mozilla.org/MPL/2.0/FAQ.html

Source Code Form License Notice:

This Source Code Form is subject to the terms of the Mozilla Public License, v. 2.0. If a copy of the MPL was not distributed with this file, you can obtain one at http://www.mozilla.org/MPL/2.0/.

FORECASTER uses kD Tree in Normal Mode Analysis calculations.

kD-Tree from nanoflann package:

* Software License Agreement (BSD License)

THE BSD LICENSE:

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

THIS SOFTWARE IS PROVIDED BY THE AUTHOR ``AS IS'' AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE AUTHOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

FORECASTER uses Boost in DFT calculations.

Boost Software License - Version 1.0 - August 17th, 2003

Permission is hereby granted, free of charge, to any person or organization obtaining a copy of the software and accompanying documentation covered by this license (the "Software") to use, reproduce, display, distribute, execute, and transmit the Software, and to prepare derivative works of the Software, and to permit third-parties to whom the Software is furnished to do so, all subject to the following:

The copyright notices in the Software and this entire statement, including the above license grant, this restriction and the following disclaimer, must be included in all copies of the Software, in whole or in part, and all derivative works of the Software, unless such copies or derivative works are solely in the form of machine-executable object code generated by a source language processor.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE COPYRIGHT HOLDERS OR ANYONE DISTRIBUTING THE SOFTWARE BE LIABLE FOR ANY DAMAGES OR OTHER LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.