License Contract for Commercial Use
Please print out and sent a signed paper copy to Universität Hamburg, Bundesstrasse 43, D-20146 Hamburg, Germany, or a scanned copy of the signed contract to licence(at)zbh.uni-hamburg.de.
The terms and conditions of this Agreement apply to the licensing of the NAOMI ChemBio Suite by the University of Hamburg, Center for Bioinfomatics to
Name of Company:
Research Site:
Contact Person:
Address:
Zip Code, City, State:
Country:
e-mail:
Grant of License
The NAOMI ChemBio Suite have been developed at the Center for Bioinformatics Hamburg (ZBH), Bundesstrasse 43, D-20146 Hamburg, Germany, a center of Universität Hamburg (Hamburg University), Mittelweg 177, D-20148 Hamburg, Germany. Hamburg University grants a non-exclusive, non-transferable license to use the Software solely for Customer’s own internal data processing purposes.
Term of Contract
The license is granted on an annual base. The Contract shall become effective as of the date it is signed by both parties. The contract automatically terminates 12 months after the end of the month in which it became effective.
Conditions of Use
The NAOMI ChemBio Suite include software packages, data, documentation and license information. The material is for internal use at the research site specified only. It must not be re-distributed or made available to any third party including employees of the Customer’s company allocated to different research sites.
NAOMI ChemBio Suite can be installed on an arbitrary number of computers provided that the computers belong to the licensee and are located at the research site stated above. The software can be installed on mobile devices such as laptops provided that these devices belong to employees assigned to the research site. The software can be used by employees assigned to the research site for internal research projects only.
Each tool of NAOMI ChemBio Suite must be used in its entirety. No parts of a software tool may be integrated in or used with software other than the standard operating system of the computer, and this is restricted solely to the extent that is unavoidable. The usage of an entire tool within web services, scripts, and workflow systems is allowed provided that the access is technically limited to those which are eligible to use the software stand alone.
NAOMI ChemBio Suite may not be renamed, changed, disassembled, reverse-engineered, decoded, translated, rearranged, manipulated or debugged (collectively ‘Manipulated’). If tools of the NAOMI ChemBio Suite need to be manipulated in order to eradicate a fault or to achieve interoperability with an independently created computer program, ZBH at Hamburg University reserves the right to resolve such problems itself within an appropriate period of time or terminate the license agreement under full refund of the license fee.
Warranty
The software is provided on an *as is* basis. Any warranty is excluded, whether with regard to the functionality or fitness for purpose or otherwise. Hamburg University is not liable for any damages resulting from use unless ZBH acted with gross negligence or bad faith. Hamburg University is not aware of any rights of third parties being infringed by the software. The liability for tools of the NAOMI ChemBio Suite or provided know-how being free of third-party rights is limited to the amount paid by the Customer to acquire the license. Strict liability according to German law, in particular product liability remains unaffected.
Fees, Taxes, and Payment
The full amount shown in the following table is payable by Customer in advance plus value added tax (VAT), if required by law. Customer has to bear any charges due to the transfer of amounts. Customer must ensure that all amount are paid within 30 (thirty) days after receipt of the invoice.
The amount depends on the size of the Customer’s company in number of employees assigned to the research site specified above:
| License Type | Number of employees | Amount (in €) |
|---|---|---|
| Very small enterprice | 1 – 9 | 2,000 |
| Small enterprise | 10 – 99 | 4,000 |
| Medium-sized enterprise | 100 – 999 | 8,000 |
| Large enterprise, single research site | More than 1000 | 16,000 |
| Large enterprise, all research sites | More than 1000 | 25,000 |
A discount is given to cooperation partners of the AMD group. The height of the discount depends on the annual project funding received by the AMD group from the licensee. The discount is calculated by dividing the annual fund by 1,000 EUR (i.e. a funding of 50,000 EUR results in a 50% discount). The license fee is waived if the annual fund exceeds 100,000 EUR.
Miscellaneous
Neither Party shall assign this Agreement without the prior written consent of the other Party, which consent the other Party shall not unreasonably withhold.
Any modification or amendment of this Agreement must be in writing and executed by both Parties.
Should any clause in this Agreement be determined to be or become invalid or unenforceable in full or in part, such determination shall not affect the validity of the other clauses of the Agreement or the remaining parts of the clause concerned. The Parties shall negotiate in good faith to replace any invalid clause by an effective one which conforms as far as possible to the original purpose of the invalid clause and shall then so-amend this Agreement in writing.
This Agreement, performance hereunder, and any related dispute, controversy or claim shall be governed by, and construed in accordance with, the laws of Germany without reference to its conflict of laws provisions. Place of venue shall be Hamburg.
| Universität Hamburg |
Name of Company |
| Hamburg, |
Place, Date |
|
Dr. Harald Schlüter Research Management and Funding |
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Sabrina Fuhrmann Management of External Funding |
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Prof. Dr. Matthias Rarey ZBH – Center for Bioinformatics |
|