path: root/licenses/atsas

ACADEMIC SOFTWARE LICENSE AGREEMENT FOR END-USERS AT PUBLIC FUNDED ACADEMIC,
EDUCATION OR RESEARCH INSTITUTIONS FOR THE USE OF ATSAS 2.6

By clicking the Acceptance button for the ATSAS 2.6 Software ("Licensed
Software"), you are consenting to be bound by and become a party to this
agreement as the "Licensee". If you do not agree to all of the terms of
this agreement, you must not click the Acceptance button, not install
the product nor use the product, and you do not become a LICENSEE under
this agreement.

If you are not a member of a public funded Academic and/or Education and/
or Research Institution you must obtain a commercial license from EMBLEM
(Info@embl-em.de).

This software license agreement is entered into by and between EMBL Enter-
prise Management GmbH (hereinafter "EMBLEM") located at Boxberg Ring 107,
D-69126 Heidelberg, Germany and the "LICENSEE".

WHEREAS EMBLEM has the right to license all copyrights and other property
rights in the Licensed Software identified as ATSAS 2.6 and developed by
EMBL (European Molecular Biology Laboratory, Meyerhofstrasse 1, 69117
Heidelberg, Germany), and EMBLEM desires to license the Software so that
it becomes available for public use and benefit.

WHEREAS LICENSEE is a public funded Academic and/or Education and/or
Research Institution.

WHEREAS LICENSEE desires to acquire a free non-exclusive license to use
the Software for internal research purposes only.

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:

1. Definitions
"Licensed Software" means the current version 2.6 of the ATSAS computer
package developed by ATSAS team at EMBL-Hamburg, collectively the "Authors",
pursuant to this Agreement.

Any opinion, findings, conclusions or recommendations expressed in the
ATSAS 2.6 suite are those of the authors and do not necessarily reflect
the views of EMBL and EMBLEM.

2. License
Subject to the terms and conditions of this Agreement a non-exclusive,
non-transferable License to use and copy the Licensed Software is made
available free of charge for the LICENSEE which is a non-profit educational,
academic and/or research institution. The License is only granted for
personal and internal use in research only at one Site, where a Site
is defined as a set of contiguous buildings in one location. The software
will be used at only one location of LICENSEE.

This license does not entitle Licensee to receive from EMBLEM copies of
the Licensed software on disks, tapes or CD's, hard-copy documentation,
technical support, telephone assistance, or enhancements or updates to
the Licensed Software.

The user and any research assistants, co-workers or other workers who may
use the Software agree to not give the source code to third parties or
grant licenses on software, which include the Software, alone or integrated
into other software, to third parties. Modification of the source code
is prohibited without the prior written consent of EMBLEM.

3. Ownership
Except as expressly licensed in this Agreement, EMBL shall retain title to 
the Licensed Software, and any upgrades and modifications created by EMBL.

4. Consideration
In consideration for the license rights granted by EMBLEM, LICENSEE will
obtain this academic license free of charge.

5. Copies
LICENSEE shall have the right to make copies of the Licensed Software for
internal use at the Site and for back-up purposes under this Agreement,
but agrees that all such copies shall contain the copyright notices and
all other reasonable and appropriate proprietary markings or confidential
legends that appear on the Licensed Software provided hereunder.

6. Support
EMBLEM shall have no obligation to offer support services to LICENSEE, and
nothing contained herein shall be interpreted as to require EMBLEM to provide
maintenance, installation services, debugging, consultation or end-user
support of any kind. EMBLEM will provide any available updates for a period
of one year, without additional cost.

7. Software Protection
LICENSEE acknowledges that the ATSAS Software is proprietary to EMBLEM.
The software code shall be treated as trade secrets and confidential
information of EMBLEM, and LICENSEE agrees to use best efforts to hold
the same in confidence. LICENSEE's obligation for confidentiality shall
not extend to any information which is or becomes generally available
to the public, is already known to or subsequently disclosed by third
parties to LICENSEE and at its free disposal, or is independently
developed by LICENSEE or its affiliates without the use of the confidential
information disclosed by EMBLEM, or is required by law or legal process.

Except as other wise expressly permitted in this Agreement, LICENSEE may
not (i) modify or create any derivative works of the Licensed Software or
documentation, including customisation, translation or localization; (ii)
decompile, disassemble, reverse engineer, or otherwise attempt to derive
the source code for the Product; (iii) redistribute, encumber, sell, rent,
lease, sublicense, or otherwise transfer rights to the Licensed Software;
(iv) remove or alter any trademark, logo, copyright or other proprietary
notices, legends, symbols or labels in the Product; or (v) publish any
results of benchmark tests run on the Product to a third party without
EMBLEM's prior written consent.

8. Representations of EMBLEM to LICENSEE 
EMBLEM represents to LICENSEE that (i) EMBLEM has the right to grant the
License and to enter into this agreement, (ii) that, to the best of
EMBLEM's knowledge, the Licensed software does not infringe any patent,
copyright or trade secrets of any third party, provided however that such
representation and warranty shall not apply to any addition to, or
modifications or adaptation of, the Licensed Software made by LICENSEE and
(iii) EMBLEM undertakes to use best efforts to cooperate with and assist
LICENSEE, at LICENSEE's expense, in defending itself against any action
based on the alleged infringement of any third party patent, copyright or
trade secret rights resulting from or relating to the use or licensing of
the Licensed Software by LICENSEE.

9. Indemnity and Disclaimer of Warranties
Except as expressly set forth in this agreement, EMBLEM makes no
representations or warranties, express or implied.

The product is provided free of charge, and, therefore, on an "as is" basis,
without warranty of any kind, express or implied, including without limitation
the warranties that it is free of defects, virus free, able to operate on an
uninterrupted basis, merchantable, fit for a particular purpose or non-inter-
fering. The entire risk as to the quality and performance of the Licensed
Software is borne by LICENSEE.

By way of example, but not limitation, EMBLEM makes no representations or
warranties of merchantability or fitness for any particular application or,
except as set forth in paragraph 8, that the use of the Software will not
infringe any patents, copyrights or trademarks or other rights of third
parties. The entire risk as to the quality and performance of the product
is borne by LICENSEE. EMBLEM shall not be liable for any liability or
damages with respect to any claim by LICENSEE or any third party on account
of, or arising from the license or use of the Software.

Should the Licensed Software prove defective in any respect, LICENSEE and
not LICENSOR or it's affiliates should assume the entire cost of any service
and repair. This disclaimer of warranty constitutes an essential part of
this agreement. No use of the licensed product is authorized hereunder except
under this disclaimer.

In no event will LICENSOR or its affiliates be liable for any indirect,
special, incidental or consequential damages arising out of the use of
or inability to use the product, including, without limitation, damages
for lost profits, loss of goodwill, work stoppage, computer failure or
malfunction, or any and all other commercial damages or losses, even if
advised of the possibility thereof, and regardless of the legal or
equitable theory (contract, tort or otherwise) upon which the claim
is based.

10. Promotional Advertising & References
LICENSEE may not use the name "ATSAS" in its promotional advertising, product
literature, and other similar promotional materials to be disseminated to the
public or any portion thereof. LICENSEE agrees not to identify EMBL in any
promotional advertising or other promotional materials to be disseminated to
the public, or any portion thereof without EMBLEM's prior written consent.
LICENSEE agrees that any reference to the software for crystallographic
computations will cite one or more publications as set forth in the manual
and in agreement with common scientific practice. EMBLEM or EMBL shall not
use LICENSEE's name in publicity or advertising involving this Agreement or
otherwise without LICENSEE's prior written consent which may be withheld at
LICENSEE's sole discretion.


11. Term
This Agreement and the license rights granted herein shall become effective
as of the date this Agreement is executed by both parties and shall be
perpetual unless terminated in accordance with this Section.

EMBLEM may terminate this Agreement at any time.

Either party may terminate this Agreement at any time effective upon the
other party's breach of any agreement, covenant, or representation made
in this Agreement, such breach remaining uncorrected sixty (60) days after
written notice thereof.

LICENSEE shall have the right, at any time, to terminate this Agreement
without cause by written notice to EMBLEM specifying the date of termination.

Upon termination, LICENSEE shall destroy all full and partial copies of the
Licensed Software

12. Governing Law
This Agreement shall be construed in accordance with the laws of Germany.

13. General
The parties agree that this Agreement is the complete and exclusive agreement
among the parties and supersedes all proposals and prior agreements whether
written or oral, and all other communications among the parties relating to
the subject matter of this Agreement. This Agreement cannot be modified except
in writing and signed by both parties. Failure by either party at any time to
enforce any of the provisions of this Agreement shall not constitute a waiver
by such party of such provision nor in any way affect the validity of this
Agreement.

The invalidity of singular provisions does not affect the validity of the
entire understanding. The parties are obligated, however, to replace the
invalidprovisions by a regulation which comes closest to the economic
intent of the invalid provision. The same shall apply mutatis mutandis in
case of a gap.

IN WITNESS WHEREOF, the LICENSEE hereto have caused this Agreement to be
duly executed on the date of the download of the software and by accepting
the license conditions by pressing the Acceptance button.

I have read this License Agreement and I agree to uphold the terms and
conditions of this license.