Keywords:
ChemDraw, ChemOffice, EULA, License Agreement.
Details:
Please find below the license agreement document for 2024. This is the same license agreement information presented during the ChemDraw installation process.
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REVVITY SIGNALS SOFTWARE, INC.
CLICK-THROUGH LICENSE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY
This is a license agreement ("Agreement") between Revvity Signals Software, Inc. (together with its
affiliates and subsidiaries, "Licensor"), and you the recipient ("You", "Your") of a license to access
and use: (i) the software provided to You for installation and use on infrastructure owned or
controlled by You and accompanying documentation with which this Agreement is provided
("Software") and (ii) any software made available by Licensor to You as a cloud service that is
provided together with the Software, together with its documentation (the "Software Services").
This Agreement, together with the terms and conditions in the applicable Licensor quote, will
prevail over any other terms or conditions regarding Your use of the Software and Software Services
except for an agreement signed by Licensor that specifically refers to the Software. Licensor is
willing to grant You the following license to use the Software and Software Services on the following
terms.
BY CLICKING ON THE "ACCEPT" BUTTON BELOW, YOU, AND YOUR EMPLOYER OR OTHER ENTITY
ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT (IF APPLICABLE), REPRESENT AND
WARRANT THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE (AND HAVE THE
AUTHORITY ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY TO AGREE) TO BE BOUND BY IT.
IF YOU DO NOT AGREE TO THE TERMS BELOW, OR DO NOT HAVE THE AUTHORITY TO ENTER INTO
THIS AGREEMENT, LICENSOR IS UNWILLING TO LICENSE THE SOFTWARE TO YOU. IN THIS CASE,
YOU SHOULD CLICK ON THE "DO NOT ACCEPT" BUTTON BELOW TO DISCONTINUE
INSTALLATION.
1. License. Subject to the terms of this Agreement, You are granted a non-exclusive,
revocable, non-transferable and non-sublicensable license to install one copy of the Software in
executable code only, on up to two (2) computers You own or control, and use the Software, so long
as only one copy of the Software is in use at any given time. You may also copy the Software for
backup purposes, but only if You reproduce all copyright and other proprietary notices that are on
the original copy. Your use of the Software Services shall be governed by Licensor's Cloud Service
License Agreement located at https://support.revvitysignals.com/hc/enus/sections/4407060712212-Legal-Resources, and You acknowledge and agree that the Cloud
Services License Agreement applies only to the Software Services, and not the Software. If You are
provided access to a software development kit (including, but not limited to, ChemDraw® JS) in
connection with the Software (the "SDK"), Your use of the SDK is governed by and subject to Your
compliance with the terms of the Software Development Kit License Agreement that is provided to
You with the applicable SDK, which is hereby incorporated herein by reference and legally binding
on the parties.
2. Restrictions. You may not use, copy, modify, transfer or create derivative works of the
Software, or any copy, in whole or in part, except as expressly provided in this Agreement. You may
not reverse engineer, disassemble, decompile, decode, or translate the Software, or otherwise
attempt to derive its source code, in whole or in part, or authorize any third party to do any of the
foregoing. You may not remove, modify or obscure any proprietary notices on the Software. You
may not (i) rent, lease, loan, resell for profit, transmit, transfer, assign or distribute the Software; (ii)
install the Software on more than one computer, except as expressly provided in this Agreement;
(iii) use the Software on more than one computer simultaneously; (iv) use in a networked or
multiple-user arrangement; (v) use the Software to provide outsourcing, service bureau, online
services or training to a third party; or (vi) permit any other person or third party to use Your license
to the Software without the prior written approval of Licensor. You may not use the Software for any
resale or other commercial purpose and all licenses granted hereunder are for Your own internal
use only.
3. Security Mechanisms. Licensor and its affiliated companies take all legal steps to eliminate
piracy of its software products. The Software may include a security mechanism which collects and
transmits usage data for the purpose of detecting the installation or use of illegal copies of the
Software. Data collected will not include any customer data created with the Software. Upon
acceptance of this Agreement or by using the Software, You consent to such detection and
collection of data, as well as its transmission and use. Licensor also reserves the right to use a
hardware lock device, license administration software, and/or a license authorization key to control
access to the Software. You may not take any steps to avoid or defeat the purpose of any such
measures. You shall keep all license files and authorization keys confidential and shall not provide
access or transfer Your license authorization key to any third party. Use of the Software by You
without the required lock device or authorization key provided by Licensor is strictly prohibited.
4. Ownership. The Software is licensed, not sold, to You subject to the terms of this
Agreement. Licensor shall retain all right, title and interest in and to the Software and all
improvements, enhancements, modifications and derivative works of the Software, including all
rights to patent, copyright, trade secret and trademark. You acknowledge that the Software
contains and embeds valuable, unpublished information that is proprietary and confidential to
Licensor and its licensors and suppliers. You agree to keep all such information confidential. This
does not preclude You from using information You lawfully obtain from another source. You agree
that Licensor may use, without accounting or attribution to You, any feedback You (or your
employer or other entity for whom you accept this Agreement) may provide to Licensor relating to
the Software and any such feedback is non-confidential. You hereby agree to assign to us any and
all rights in or to such feedback, including intellectual property rights. Licensor reserves all rights
not expressly granted to You.
5. Use of Accessible Data; Non-Licensor Add-In. To the extent the Software contains, or
provides remote access to, any images, photographs, animations, video, audio, music, text,
"applets," databases and/or data files (the "Accessible Data"), such Accessible Data is owned by
Licensor or its licensors and suppliers and protected by United States copyright laws and
international treaties. Other trademarks and copyrights are the property of their respective holders.
The Accessible Data is solely for Your own internal use. You may not copy, distribute, reproduce or
otherwise make publicly available the Accessible Data. Any violation of this provision shall be a
breach of this Agreement and may result in a revocation of access to the Accessible Data,
termination of this Agreement, and/or civil or criminal penalties. The Software and Software
Services may also permit You to access, download, add, or use certain software add-ins, content,
features, or technology, whether created or built by You or obtained from a third party or public
source, into or within the Software or Software Services (collectively, "Non-Licensor Add-Ins"). You
must comply with all terms, conditions, restrictions or other obligations pertaining to Your access
to, download, or use of the Non-Licensor Add-In(s). You are solely responsible and liable for, and
Licensor hereby expressly disclaims all responsibility and liability for, (i) any security vulnerabilities
and the consequences of such vulnerabilities arising from Your accessing, downloading, adding, or
using any Non-Licensor Add-In, including, without limitation, in the event Your Internet access or
any Non-Licensor Add-In contains any virus, malicious code, Trojan horse, worms, or other
programming routines that could limit or harm the functionality of Your computer or network or that
could damage, intercept or expropriate data, and (ii) any other issues, problems or damages arising
from Your access to, or download, addition or use of, any Non-Licensor Add-In, including, without
limitation, any damage to or impairment of the Software. All access to and use of Non-Licensor
Add-Ins is at Your sole risk.
6. Maintenance. You are entitled to receive maintenance, technical support, updates,
activations, codes, and/or access to download the Software (collectively, "Maintenance") so long
as You have purchased maintenance for the Software (either separately or as included in the
license subscription), until such product (or Software version) has reached its End-of-Life ("EOL").
Once the Software (or Software version) reaches EOL, Maintenance will no longer be provided, even
if the licensing model purchased permits You to continue to license and/or use the Software past
the Software's EOL date (for example, as with a perpetual license). You may receive notifications of
decisions affecting the Software's life cycle by following the Licensor's Support page.
During the subscription or maintenance term, You shall notify Licensor of any identified program
error and shall provide Licensor with information sufficient to locate and duplicate the error; and
Licensor shall use reasonable efforts to provide workarounds for, and to correct reproducible
programming errors in, the Software with the level of effort commensurate with the severity of such
errors. Licensor is not responsible for (a) errors caused by non-Licensor software or hardware or
any Software integrations; (b) errors that cannot be reproduced under test conditions; (c) errors
caused by unauthorized modifications; (d) errors due to Your failure to follow the Software's
operating procedures; or (e) maintenance on releases older than one major release prior to the
then-current version of the Software. For the avoidance of doubt, installation of or migration to new
software versions is considered professional services and is not included in maintenance services.
When purchased separately, maintenance is renewed annually, and in the event that You elect not
to renew maintenance, and subsequently reinstate maintenance services at a later date, You shall
pay to Licensor all maintenance fees that would have been payable from the time You discontinued
maintenance services.
7. Fees And Payment. Fees are payable in advance according to the license/subscription plan
You have selected and the payment schedule set forth on the quote. Invoices shall be paid net thirty
(30) days of date of invoice. Payment obligations are non-cancellable and non-refundable, and
quantities purchased cannot be decreased during the license or subscription term. You agree that
purchase and obligation to pay is not contingent on the delivery of, or any oral or written
representations made by Licensor regarding, any future functionality or features or on performance
of any other service offerings or delivery of other programs or products by Licensor. You agree to
promptly notify Licensor if Your usage of the Software exceeds the contracted volume and will
promptly pay all fees associated with such excess usage. Licenses or subscriptions may be added
or increased during a license term and any added or increased licenses will terminate on the same
date as the underlying licenses or subscriptions. Payment for fees and expenses is subject to a late
charge of 1½% per month if unpaid for thirty (30) days or more from invoice date. Licensor reserves
the right to change the pricing for the Software for any renewal subscription term or future
purchase. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and
Customer shall be responsible for the payment of all such taxes, levies, and duties, excluding taxes
based upon the net income of Licensor.
8. Term. This Agreement commences on the first date You (or Your employer or other entity)
accept this Agreement and download or access the Software or Software Services, and will
continue until the end of the last purchased license term to expire, unless earlier terminated as set
forth herein. This Agreement will terminate immediately without notice to You if You materially
breach any term or condition of this Agreement. Upon expiration or any termination, the license
granted to You shall immediately cease and You agree to discontinue all use of the Software and
Software Services, promptly erase all copies of the Software and portions thereof from Your
computer storage or any other media, and return or destroy all copies of the Software. Termination
is not an exclusive remedy.
9. Limited Warranty. Licensor's sole warranty with respect to the Software is that it shall be
free of errors in program logic or documentation, attributable to Licensor, which prevent the
performance of the principal computing functions of the Software. Licensor warrants this for a
period of thirty (30) days from the date of receipt of the Software.
10. Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW,
LICENSOR DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. Some jurisdictions do not
allow the exclusion of implied warranties, so the above disclaimer may not apply to You.
11. Limitation of Liabilities. Licensor's entire liability and Your sole and exclusive remedy for any
breach of the limited warranty set forth above shall be, at Licensor's sole discretion, either (A)
termination of the license and the return of any license fee paid for the Software for the period of
the license term remaining following termination, or (B) correction or replacement of the Software
that does not meet the terms of this limited warranty. REGARDLESS OF WHETHER ANY REMEDY
SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL
LICENSOR OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER
ANY LEGAL THEORY OF LIABILITY FOR ANY LOSS OF PROFITS OR REVENUE, LOSS OR
INACCURACY OF DATA, INTERRUPTION OF BUSINESS, COST OF SUBSTITUTION, OR ANY OTHER
INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES OF ANY
KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH
DAMAGES ARE FORESEEABLE. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOSS OF
PROFITS OR REVENUE, LOSS OR INACCURACY OF DATA, INTERRUPTION OF BUSINESS, COST OF
SUBSTITUTION, OR ANY OTHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR
INCIDENTAL DAMAGES OF ANY NATURE ARISING OUT OF YOUR ACCESSING, DOWNLOADING,
ADDING, OR USING ANY NON-LICENSOR ADD-IN. IN NO EVENT WILL THE LIABILITY OF LICENSOR
FOR DIRECT DAMAGES EXCEED THE LICENSE FEE RECEIVED BY LICENSOR FROM YOU FOR THE
SOFTWARE IN THE YEAR PRIOR TO THE OCCURRENCE OF THE CAUSE OF ACTION. Some
jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental
damages, so the above exclusion may not apply to You.
12. U.S. Government End Users. If You represent a branch or instrumentality of the United
States Government, the following provision applies: Each of the components that constitute the
Software and its related documentation is a "commercial item" as that term is defined at 48 C.F.R.
2.101, consisting of "commercial computer software" and "commercial computer software
documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and
48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software and
any documentation provided with the Software with only those rights set forth in this Agreement.
13. Export Law. The Software is subject to U.S. export control laws and may be subject to
export or import regulations in other countries. You agree to strictly comply with all such laws and
regulations, including but not limited to, the prohibition on use of the Software for: (1) development,
production, handling, operation, maintenance, storage, detection, identification or dissemination
of chemical, biological or nuclear weapons; and (2) nuclear explosive activities, nuclear activities
or nuclear fuel-cycle activities (whether safeguarded or unsafeguarded). You acknowledge that You
have the responsibility to obtain any required export, re-export, or import licenses required for Your
access to and/or use of the Software. You agree to indemnify and hold Licensor harmless from all
claims, losses, liabilities, damages, fines, penalties, costs and expenses relating to Your breach of
these obligations.
14. General.
This Agreement will be governed by the laws of the Commonwealth of Massachusetts, without
giving effect to conflict of laws principles that require the application of the laws of any other
jurisdiction. The UN Convention on Contracts for the International Sale of Goods and the Uniform
Computer Information Transactions Act will not apply to this Agreement. You hereby irrevocably
submit to the personal jurisdiction and venue of, and agree to service of process issued or
authorized by, state and federal courts with jurisdiction over Suffolk County, Massachusetts, and
You waive any objection thereto.
If any provision of this Agreement is adjudged to be invalid or unenforceable by a court of
competent jurisdiction, that provision will be removed and a suitable and equitable substitute
provision shall be inserted. The remaining provisions will remain in full force and effect. All waivers
must be in writing. A party's consent to, or waiver of, enforcement on one occasion will not be
deemed a waiver of any other provision or such provision on any other occasion.
You may not assign or delegate this Agreement, nor any rights or duties hereunder, in whole or in
part, without Licensor's prior written approval, which may be withheld in its sole discretion, and any
purported attempt to do so is void.
Only a subsequently dated written amendment referencing this Agreement and executed and
delivered by both parties can modify this Agreement.
This Agreement is the complete, exclusive and final agreement between You and Licensor; it
supersedes, replaces and merges all prior and contemporaneous agreements, communications
and understandings, including any pre-printed terms and conditions contained in Your purchase
order or other ordering document, and You agree any such pre-printed terms and conditions are of
no force or effect.
THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY.
UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL
PENALTIES.
Last updated: December 18, 2023
Copyright 1998-2024 Revvity Signals Software, Inc., a subsidiary of Revvity, Inc. All Rights
Reserved.