FeatureBase End-User License Agreement

Molecula Single Node FeatureBase 

End-User License Agreement 

Last updated: June 5, 2022

Please read this End-User License Agreement (the “Agreement”) carefully before clicking the “I Agree” button, downloading or using FeatureBase.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this Agreement:

Agreement means this End-User License Agreement that forms the entire agreement between You and the Company regarding the use of the Software. 

Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Molecula Corp.

Single-Node Instance means any single-node instance that can access the Software such as a laptop computer or a virtual private cloud.

Software means the software program named FeatureBase, which is provided by the Company and downloaded by You to a Single-Node Instance,.

Third-Party Services means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Software.

Usage Data means diagnostic and usage related content from the operation of the Software.

You means the individual accessing or using the Software.

Acknowledgment

BY CLICKING THE “I AGREE” BUTTON, DOWNLOADING OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE “I AGREE” BUTTON, DO NOT DOWNLOAD OR DO NOT USE THE SOFTWARE.

THIS AGREEMENT IS A LEGAL DOCUMENT BETWEEN YOU AND THE COMPANY AND IT GOVERNS YOUR USE OF THE SOFTWARE MADE AVAILABLE TO YOU BY THE COMPANY.

The Software is licensed, not sold, to You by the Company for use strictly in accordance with the terms of this Agreement.

License

The Company grants You a revocable, non-exclusive, non-transferable, limited license to download, install and use the Software strictly in accordance with the terms of this Agreement.

The license that is granted to You by the Company is solely for your personal, non-commercial purposes strictly in accordance with the terms of this Agreement.

Intellectual Property Rights

The Software, and its entire contents, features, and functionality are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Restrictions

You shall not: 

  1. Create derivative works based on the Software or any part or component thereof including but not limited to the Software;
  2. Reproduce or copy the Software in whole or in part except as may be permitted by Company;
  3. Sell, assign, license, disclose, or otherwise transfer or make available the Software in whole or in part to any third party;
  4. Use the Software for purposes of monitoring its performance or functionality, or for any other benchmarking or competitive purpose;
  5. Modify, alter, translate, decompile, or attempt to reverse engineer the Software or any part of component thereof, subject to applicable law which permits such activity notwithstanding this contractual prohibition; 
  6. Use the Software to provide services to third parties;
  7. Use the Software In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries); or
  8. Remove or alter any proprietary notices or marks on the Software.

 

Third-Party Services

The Software may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.

You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services.

You must comply with applicable Third parties’ terms of agreement when using the Software. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

Term and Termination

This Agreement shall remain in effect until terminated by You or the Company. The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from the Company, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Software and all copies thereof from your Single-Node Instance.

Upon termination of this Agreement, You shall cease all use of the Software and delete all copies of the Software from your Single-Node Instance.

Termination of this Agreement will not limit any of the Company’s rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of your obligations under the present Agreement.

Indemnification

You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: (a) use of the Software; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

 

No Warranties

The Software is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Software, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Software will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, Company makes no representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Software, or the information, content, and materials or products included thereon; (ii) that the Software will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Software; or (iv) that the Software is free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, the Company shall be solely responsible for such warranty.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to $100 USD.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Software, third-party software and/or third-party hardware used with the Software, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.

Severability and Waiver

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Usage Data; Feedback

In the course of providing you with access to the Software, the Company may also collect, use, process and store Usage Data in order to create and compile anonymized and aggregated statistics about the Software.

If you provide feedback to us concerning the functionality and performance of the Software (“Feedback”), you hereby assign and agree to assign all of its right, title, and interest in and to such Feedback to us.  To the extent that the foregoing assignment is ineffective for whatever reason, you hereby grant and agree to grant to Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback.

Changes to this Agreement

The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. By continuing to access or use the Software after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Software.

Governing Law; Venue

The laws of the state of Texas, excluding its conflicts of law rules, shall govern this Agreement and your use of the Software. Your use of the Software may also be subject to other local, state, national, or international laws. Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the Software shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case located in Austin, Texas. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Entire Agreement

The Agreement constitutes the entire agreement between You and the Company regarding your use of the Software and supersedes all prior and contemporaneous written or oral agreements between You and the Company.

No other rights or licenses are granted under this Agreement, by implication, estoppel, statute or otherwise, except as expressly provided herein.

Contact Us

If you have any questions about this Agreement or the Software, You can contact Us at https://www.molecula.com/contact-us/

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