END USER LICENSE AGREEMENT
This End User
License Agreement ("Agreement")
is a binding agreement between you ("End
User" or "you")
and Alchemie Solutions, Inc., a Delaware corporation ("Company" or "we"). This Agreement governs your use of our mobile and
web applications (collectively and including all related documentation, information,
and content, the "App"). The App is licensed, not sold, to you.
INSTALLING, OR USING THE APP, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND
UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER
INTO A BINDING AGREEMENT OR HAVE YOUR PARENTS' OR LEGAL GUARDIAN'S CONSENT AND
GUARANTEE OF PERFORMANCE UNDER THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT
AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE
TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE APP, AND DELETE IT FROM YOUR DEVICE.
License Grant. Subject to the terms of this
Agreement, Company grants you a limited, non-exclusive, and nontransferable
license to download, install, and use the App for your
personal, non-commercial, and educational use on a single device owned or
otherwise controlled by you ("Device")
strictly in accordance with the App's documentation.
You shall not:
copy the App, except as expressly permitted by this license;
modify, translate, adapt, or otherwise create
derivative works or improvements, whether or not patentable, of the App;
reverse engineer, disassemble, decompile, decode, or
otherwise attempt to derive or gain access to the source code of the App or any
remove, delete, alter, or obscure any trademarks or any
copyright, trademark, patent, or other intellectual property or proprietary
rights notices from the App, including any copy thereof;
rent, lease, lend, sell, sublicense, assign,
distribute, publish, transfer, or otherwise make available the App, or any
features or functionality of the App, to any third party for any reason,
including by making the App available on a network where it is capable of being
accessed by more than one device at any time, except as otherwise agreed or
consented to by the Company; or
remove, disable, circumvent, or otherwise create or
implement any workaround to any copy protection, rights management, or security
features in or protecting the App.
Reservation of Rights.
You acknowledge and agree that the App is provided under license, and not sold, to you. You do not acquire any ownership interest in the App, or the User-Generated Content (as defined below), under this Agreement, or any other rights thereto other than to use the App and User-Generated Content in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company reserves and shall retain its entire right, title, and interest in and to the App, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
Collection and Use of Your Information. You acknowledge that when you download, install, or
use the App, Company may use automatic means (including, for example, cookies
and web beacons) to collect information about your Device and about your use of
the App. You also may be required to
provide certain information about yourself as a condition to downloading,
installing, or using the App or certain of its features or functionality, and
the App may provide you with opportunities to share information about yourself
with others. All information we collect
be found by following the link at the bottom of this page. By downloading, installing, using, and
providing information to or through this App, you consent to all actions taken
Use of User-Generated Content. Any
content (including, without limitation, animations or molecular systems) that
you or other end users create or generate within the App and share or store on
our cloud platform ("User-Generated Content") is the sole property of Company. You hereby assign such User-Generated Content
to Company and agree that you will not have any right, title, or interest in or
to any User-Generated Content, and you agree that Company will have the sole
right (including intellectual property rights), title, and interest in and to
such content and that Company will have the right to use, reproduce, modify,
perform, display, distribute, and otherwise disclose to third parties any such content
for any purpose whatsoever (including, but not limited to, marketing purposes). You hereby acknowledge and agree that because
all User-Generated Content is property of the Company, you may not share, distribute,
or otherwise use such content except as permitted by the App. In addition, Company retains the right in its
sole discretion to remove or delete, temporarily or permanently, for any or no
reason, any User-Generated Content.
However, we cannot review all content before it is posted or shared on
the App, and cannot ensure prompt removal of objectionable material after it
has been posted. Accordingly, we assume
no liability for any action or inaction regarding User-Generated Content.
6. Content Standards. These content standards apply to any and all User-Generated Content. User-Generated Content must in its entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User-Generated Content must not:
(a) Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
(b) Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
(c) Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
(e)Promote any illegal activity, or advocate, promote or assist any unlawful act.
(f) Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
7. Copyright Policy. We do not permit infringement of intellectual property rights on our App. Without prior notice and at any time in our sole discretion, we reserve the right to remove any User-Generated Content, disable your ability to share or store content within the App, or terminate your access to the App if you share or store such content in violation of this Agreement, or if, under appropriate circumstances, you are determined to be a repeat infringer.
8. Updates. Company may from time to time in its sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet, either:
(a) the App will automatically download and install all available Updates; or
(b) you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to all terms and conditions of this Agreement.
Third-Party Materials. The App may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party
Materials. Third-Party Materials 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.
Fees and Payment. If the App and/or services associated with the App are provided to you on a paid basis, you agree to pay all fees and charges promptly when due. All fees and charges are pre-paid and nonrefundable, except as otherwise provided below in
Section 11. You must provide current, complete and accurate billing and credit card information, if applicable, and you agree to pay all costs of collection, including attorney's fees and costs, on any outstanding balance.
Term and Termination.
(a) The term of Agreement commences when you first download, install or use the App and will continue in effect until terminated by you or Company as set forth in this Section 11.
(b) You may terminate this Agreement by deleting the App and all copies thereof from your Device. If you terminate this Agreement, you will not be refunded any portion of any fees you may have paid for the App or for services associated with the App.
(c) Company may terminate this Agreement at any time without notice and without cause. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
(d) Upon termination:
(i) all rights granted to you under this Agreement will also terminate;
(ii) you must cease all use of the App and delete all copies of the App from your Device and account; and
if Company has terminated the Agreement, for any reason other than cause, for paid accounts, Company will refund a pro rata portion of any pre-paid fees for the App or for services associated with the App.
(e) Termination will not limit any of Company's rights or remedies at law or in equity.
Disclaimer of Warranties.
THE APP IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, 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 APP, 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, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APP 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.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APP OR THE CONTENT AND SERVICES FOR:
PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS
INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE (i) EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APP IN THE SIX (6) MONTH PERIOD
IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH DIRECT DAMAGES OR (ii) $1,000, WHICHEVER IS LESS.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the App or your breach of this Agreement, including but not limited to the content you submit or make available through this App.
Export Regulation. The App may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the App to, or make the App accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the App available outside the US.
Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the App shall be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan in each case located in Oakland County, Michigan. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Limitation of Time to File Claims.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APP MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
Policy can be found here: http://www.alchem.ie/privacy-policy