End User License Agreement (EULA) for the ORCA software
PLEASE READ THIS AGREEMENT CAREFULLY, BEFORE CONTINUING WITH THE
DOWNLOAD OR INSTALLATION. BY CLICKING ON THE “I ACCEPT” BUTTON, YOU (LICENSEE)
ACCEPT THE CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT OR AGREE TO THE
CONDITIONS OF THIS AGREEMENT, YOU MUST NOT CONTINUE WITH THE DOWNLOAD OR
This agreement (hereinafter referred to as “Agreement”) regulates
the contractual relationship between you as the user (hereinafter referred to as
LICENSEE) and the Max-Planck-Gesellschaft zur Förderung der Wissenschaften e.V.
(hereinafter referred to as MPG), acting through its Max-Planck-Institute for
Chemical Energy Conversion (hereinafter referred to as MPI) concerning the use
of the ORCA software and its documentation. These conditions of use apply to
all updates and upgrades.
In accordance with their respective license conditions, several
third party software libraries or products, which are not subject to this
license agreement, are delivered and installed with SOFTWARE. All relevant
license agreements are delivered with SOFTWARE and are accepted upon
- “ACADEMIA” refers to all schools, colleges, universities and
the Institutes of the MPG. Expressly excluded from this term are
institutions with a connection to the military.
- “ACADEMIC PURPOSE” refers to research and teaching in ACADEMIA.
Expressly excluded from this term are research and development for
commercial purposes, research and development in cooperation or other
collaboration with or sponsored by a for-profit organization, and research
and development for a for-profit organization.
- “SOFTWARE” refers to the Software ORCA, version 4.0 or later,
including its documentation.
- “PRIVATE USE” refers to the usage of SOFTWARE
by a single, private person for private, non-commercial, not work-related
research only. Expressly excluded from PRIVATE USE is use for a
for-profit, a non-profit, governmental or any other type of organization. Expressly
excluded from PRIVATE USE is a use that results or contributes to any
commercial activity. Expressly excluded from PRIVATE USE are persons whose
work could potentially benefit from or could potentially be influenced in
any way through the usage of SOFTWARE.
2. CONDITIONS OF USE
SOFTWARE may be used exclusively in ACADEMIA for ACADEMIC PURPOSES and for PRIVATE USE.
SOFTWARE is an academic program code in development. The MPI
expressly points out that it is possible that SOFTWARE will not have standard
properties, or may not be suitable for use or fit for a particular purpose.
If SOFTWARE is being used by a research group, the research group
leader guarantees compliance with the rights and obligations arising from this Agreement
and shall be available to the MPI as a point of contact.
3. USAGE AND LIMITATIONS
LICENSEE is entitled to use the SOFTWARE within the scope of the
Agreement. The MPI grants LICENSEE a simple, non-exclusive, non-transferable
and non-sublicensable right to use SOFTWARE in ACADEMIA for ACADEMIC PURPOSES
and for PRIVATE USE, limited in time to the term of this Agreement.
Use in accordance with the Agreement includes installation of the
SOFTWARE and loading, display and running of the installed SOFTWARE. LICENSEE
may duplicate SOFTWARE insofar as such duplication is required to use SOFTWARE.
LICENSEE is not entitled:
to transfer SOFTWARE or make it available to
third parties in any form apart from the exceptions expressly specified in this
Agreement. In particular, LICENSEE is not permitted to sell, loan, lease or
rent the SOFTWARE or sub-license it in any other way, or to reproduce SOFTWARE
or make it accessible publicly;
to use SOFTWARE in the context of cooperation
agreements, project work or other collaboration with for-profit organizations,
or with governmental and/or non-profit organizations that do not qualify as
ACADEMIA. This includes contract calculations for third parties. If all
partners have a valid license for SOFTWARE or for the contract calculations,
the limitations of 3 b) do not apply;
to share data generated with SOFTWARE with third
parties for other purposes than ACADEMIC PURPOSES. Publication of data in a
scientific journal is
to modify, translate, reverse engineer,
decompile or disassemble SOFTWARE or parts of it, to create works derived from
SOFTWARE or parts of it, or to duplicate, translate or modify it or derive
works from it outside the scope of this Agreement;
to transfer SOFTWARE from one computer via a
network or other data transfer channel to another computer or another receiving
device if said transfer is not within the scope of this Agreement;
to remove copyright marks.
MPG shall retain ownership of all rights to SOFTWARE, even if
LICENSEE changes SOFTWARE or combines it with LICENSEE’s own programs or those
of a third party.
5. OBLIGATIONS OF LICENSEE
LICENSEE shall immediately notify the MPI if LICENSEE or ACADEMIA LICENSEE
is working for, is filing a patent as a result of LICENSEE’s use of SOFTWARE.
The MPI is entitled to use the information in the patent application
for marketing purposes and to publish it for this specific purpose.
If results obtained with SOFTWARE are published in the scientific
literature, LICENSEE shall reference the SOFTWARE as:
“F. Neese: The ORCA program system (WIREs Comput Mol Sci 2012, 2:
73-78)”. Using specific methods included in SOFTWARE may require citing
additional articles, as described in the manual. LICENSEE agrees to honor the
request to cite additional papers as appropriate.
The license shall be made available to LICENSEE free of charge.
The MPI shall not provide any maintenance or support for SOFTWARE.
7. DISCLAIMER OF WARRANTY
There is no warranty for SOFTWARE, to the extent permitted by
applicable law. Except when otherwise stated in writing, the copyright holders
and/or other parties provide SOFTWARE “as is” without warranty of any kind,
either expressed or implied, including, but not limited to, the implied
warranties of merchantability and fitness for a particular purpose. The entire
risk as to the quality and performance of SOFTWARE is with LICENSEE. Should
SOFTWARE prove defective, LICENSEE assumes the cost of all necessary servicing,
repair or correction.
8. LIMITATION OF LIABILITY
In no event unless required by applicable law or agreed to in
writing will any copyright holder, or any other party who modifies and/or
conveys SOFTWARE as permitted above, be liable to LICENSEE for damages,
including any general, special, incidental or consequential damages arising out
of the use or inability to use SOFTWARE (including but not limited to loss of
data or data being rendered inaccurate or losses sustained by LICENSEE or third
parties or a failure of SOFTWARE to operate with any other programs), even if
such holder or other party has been advised of the possibility of such damages.
9. INTERPRETATION OF SECTIONS 7 & 8
If the disclaimer of warranty and limitation of liability provided
above cannot be given local legal effect according to their terms, reviewing
courts shall apply local law that most closely approximates an absolute waiver
of all civil liability in connection with the SOFTWARE, unless a warranty or
assumption of liability accompanies a copy of the SOFTWARE in return for a fee.
The Agreement is concluded for an unlimited period.
The right to extraordinary termination for cause remains unaffected.
In the event of termination, LICENSEE shall surrender use of
SOFTWARE, remove all copies of SOFTWARE installed on his or her computers and
either immediately return any backup copies created to the MPI or, at its
discretion, destroy such copies.
11. OTHER PROVISIONS
The law of the Federal Republic of Germany applies to this
Agreement. Application of the UN Convention on the International Sale of Goods
(CISG) is excluded.
The place of jurisdiction for all disputes is, to the extent
permitted by law, Düsseldorf.
The MPI reserves the right to change these conditions of use without
specifying reasons, unless the change is unreasonable for LICENSEE to accept.
The MPI shall notify LICENSEE of any changes to the conditions of use without
delay. If LICENSEE does not object to the application of the modified
conditions of use within a period of 2 weeks, the modified conditions of use
are deemed to have been accepted by LICENSEE.
Version: January 2017