IMPORTANT: READ THIS LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THIS SOFTWARE PRODUCT. INSTALLING OR USING THIS SOFTWARE PRODUCT INDICATES THAT YOU HAVE READ THIS LICENSE AGREEMENT AND AGREED TO COMPLY WITH ITS TERMS. IF YOU DO NOT AGREE WITH THE TERMS OF THIS LICENSE AGREEMENT, UNINSTALL THE SOFTWARE PRODUCT IMMEDIATELY, ERASE ITS INSTALLATION FILES AND RETURN ANY MEDIA WITH COPIES OF THIS SOFTWARE PRODUCT AND ANY MANUALS AND OTHER PRINTED MATERIALS IF YOU HAVE THEM IN YOUR POSSESSION, BACK TO YOUR SUPPLIER. YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND YOUR ORGANIZATIONAL UNIT TO THIS LICENSE AGREEMENT.

1. LICENSE
BioMolTech Corp. (“BioMolTech”) grants you a non-exclusive, non-transferable, non-assignable license (“License”) to use this software product (“Software”) as end user in the regular course of your business and for no other purpose, for such period and on such terms of use as the license model specified in BioMolTech’s invoice (“Invoice”) for the Software indicates. Other end users at your organization’s single geographical site (“Organizational Unit”) are permitted to use the Software so long as they have read and agreed to comply with the terms of this License Agreement. Operation of the Software on behalf of or for the benefit of third parties is expressly prohibited.

2. OWNERSHIP OF INTELLECTUAL PROPERTY
BioMolTech retains all right, title and interest in and to the Software and all related documentation. The Software is protected by copyright, including without limitation by Canadian copyright law, international treaty provisions and applicable laws in the country in which it is being used. Except as expressly stated herein, this License does not grant you any intellectual property rights in the Software.

3. LICENSE MODELS AND TERMS OF THEIR USE
The Software is licensed to you in one of the following license models: “CPU-locked”, “Utility-type”, “Unlimited Site License”. Your license model and the duration of license validity, if your license is not perpetual, are specified in the Invoice for the Software.
(a) CPU-locked: The “CPU-locked” license model permits unlimited use of the Software on one central processing unit (CPU) by any end user from your Organizational Unit. There is no limit on the concurrent use of Software as long as all instances of executable code of the Software are run on the same CPU. Multiple cores of the same CPU do not count toward separate CPUs.
(b) Utility-type: The “Utility-type” license specifies the amount of permitted use of the Software. Usually, the amount of use is measured in the number of transactions of a specified type. For example, one processed protein-ligand pair would count as one transaction. Within the specified amount of permitted use, there is no limit on the number of instances of executable code of the Software running concurrently, or the number of CPUs the Software is run on, or the number of end users from your Organizational Unit concurrently using the Software.
(c) Unlimited Site License: The “Unlimited Site License” permits unlimited use of the Software by any number of end users from your Organizational Unit on any number of CPUs.

4. LICENSE CONTROL SYSTEM
BioMolTech Software comes with either hardware-based or software-based license control system (“License Control System”) that is a product of BioMolTech or a third party. If your license is not perpetual, or it is usage-based, the License Control System will deactivate the Software when your license expires or your usage limit has been reached. You hereby acknowledge and agree to the incorporation of the License Control System and hereby release BioMolTech from and against any and all claims, actions, causes of action, damages and judgments that may arise or accrue in connection with the use of the License Control System. You agree to not tamper or interfere with the License Control System in any way.

5. NON-PERMITTED USES
You agree to not use the Software for any purpose other than as permitted herein. Without limiting the generality of the foregoing, you shall not:
(a) modify, translate, adapt, create derivative works from, decompile, disassemble, reverse assemble, reverse compile, or otherwise reverse engineer the Software or the embodied algorithms or databases contained in the Software, or any portion thereof;
(b) rent, lease, loan, sell, transfer, publish, display, distribute, disclose or make the Software available to third parties or use the Software, or any portion thereof, in a service bureau, time-sharing or outsourcing service or otherwise use the Software for the benefit of third parties;
(c) use the Software to generate results for your organization’s offices or locations other than your Organizational Unit. Additional licenses of the Software are required for use of the Software by, or on behalf of, other offices or location of your organization.

6. TRADEMARKS
BioMolTech Lead Finder is a trademark of BioMolTech Corp. Other product names or corporate names used within this Software or its documentation may be trademarks of their respective owners. You agree to not use BioMolTech’s names or marks, or adaptations thereof, in any advertising, promotional or sales literature without BioMolTech’s prior written consent. You shall inform BioMolTech in writing of any alleged infringement of BioMolTech’s rights and of any available evidence thereof.

7. TERM AND TERMINATION
This License Agreement becomes effective once the Software is loaded onto your computer, and will continue to be in effect until you no longer use the Software, uninstall or permanently deactivate the Software or the license is terminated in accordance with this Section 7. The License Agreement will immediately terminate without notice from BioMolTech if you commit a material breach of any of the terms or conditions of this License Agreement (including, without limitation, your failure to meet your payment obligations as specified in the Invoice for the Software). Upon termination of this License Agreement, you must discontinue all use of the Software and immediately return at your expense to BioMolTech or, if requested so by BioMolTech, destroy all copies of the Software, documentation, License Control System and any other items related thereto. Sections 2, 6, 7, 8, 9 and 10 shall survive the termination of this License Agreement.

8. LIMITED WARRANTY
BioMolTech does not warrant that the Software will meet all or any of your requirements, that the operation of the Software will be uninterrupted or error free, or that any defect in the Software will be corrected. However, BioMolTech does warrant that the Software will perform substantially in accordance with the specifications and technical descriptions delivered to you prior to your license purchase so long as the Software has not been modified from its standard form or the lack of performance of the Software is due to your computer hardware, operating system or other causes that are independent of the Software. If, during the first thirty (30) days from the date of BioMolTech’s delivery of the Software to you, the Software substantially fails to meet the specifications, BioMolTech’s sole and exclusive obligation and liability for the breach of the foregoing warranty shall be, in BioMolTech’s sole discretion: (i) to repair or replace the Software; or (ii) to refund any license fees paid by you for the Software. BioMolTech shall have no warranty obligations to you after the first thirty (30) days from the date of delivery of the Software to you.

BIOMOLTECH MAKES NO WARRANTIES OR REPRESENTATIONS RELATING TO THE RESULTS OF YOUR USE OF THE SOFTWARE WITH RESPECT TO ITS CAPABILITY, USE OR APPLICATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE, TITLE, AND NON-INFRINGEMENT. BIOMOLTECH HAS NO CONTROL OVER YOUR USE OF THE SOFTWARE. YOU ASSUME THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE SOFTWARE.

9. LIMITATION OF LIABILITY
IN NO EVENT SHALL BIOMOLTECH BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST BUSINESS OR PROFITS, LOSS OF BUSINESS INFORMATION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE MAINTENANCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BIOMOLTECH’S ENTIRE AGGREGATE LIABILITY UNDER OR RELATING TO THIS AGREEMENT, FOR ANY REASONS AND UPON ANY CAUSES OF ACTION WHETHER BASED IN CONTRACT OR TORT, SHALL NOT EXCEED THE PRICE PAID BY LICENSEE FOR THE USE OF THE SOFTWARE, REGARDLESS OF THE FORM OF THE CLAIM.

10. MAINTENANCE
Provided that you have ordered and paid for the Software’s maintenance plan (“Maintenance Plan”) and is in compliance with the terms and conditions of this License Agreement, BioMolTech will provide the following services to you during the term of your Maintenance Plan:
(a) technical support by e-mail and phone during regular business hours of 9 am to 5 pm, Eastern time (US and Canada) with no guaranteed response time;
(b) software updates including bug fixes and minor software improvements;
(c) software upgrades that include major new functionality.
Software updates and upgrades will be delivered to you when they are made generally available to BioMolTech’s maintenance customers. BioMolTech shall have no obligation to support or provide maintenance for the software that has been modified from its standard form or that is operated in an unsupported environment. BioMolTech does not represent or warrant that any particular issue you may be experiencing with the Software will be corrected under your Maintenance Plan.

11. GENERAL
This License Agreement shall be construed under and governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without reference to any conflict of law rules. You and BioMolTech agree to submit to the non-exclusive jurisdiction of the courts of the Province of Ontario. If any term, provision, covenant or condition of this License Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect, and in no way shall be affected, impaired or invalidated. This License Agreement is the complete contract between you and BioMolTech and supersedes any prior agreement whether written or oral, and its terms shall not be varied, supplemented, qualified, or interpreted by any prior course of dealing between you and BioMolTech. Any subsequent agreement which modifies any part of this License Agreement must be in writing and signed by both parties. Upon any termination or expiry of this License Agreement, provisions relating to BioMolTech intellectual property rights, limitations of liability and any other provisions which, by their nature, are intended to survive, shall survive any such termination or expiry.

BioMolTech Corp.
226 York Mills Rd, Toronto, Ontario M2L 1L1, Canada

BIOMOLTECH CORP. EULA V20080703