MOLECULAR MAYA™
SINGLE USER LICENSE AGREEMENT

July 25, 2015

TO DOWNLOAD THE MOLECULAR MAYA SOFTWARE, YOU MUST FIRST ACCEPT THE FOLLOWING TERMS AND CONDITIONS BY CHECKING THE “I AGREE” BUTTON.

I agree, on behalf of my organization (“Licensee” or “you”), to the following terms and conditions (the “Agreement”):

Background and Representation

Digizyme Inc. (“Digizyme“) has created a software product called Molecular Maya (the “Software“) that operates as a plug-in to Autodesk Maya (“Maya“), a 3D animation software product distributed by Autodesk Inc. By accepting these terms and conditions, you represent that you are an authorized user of Maya and wish to receive a licensed copy of Molecular Maya.

Agreement

Section 1. Definitions: As used herein:

  • “Documentation” means documentation published by Digizyme describing the functions and operation of the Software and made available to users in conjunction with their download of the Software.
  • “Materials” means the Software and related Documentation.

Section 2. License: Digizyme grants you a non-exclusive license (i) to install the Materials onto a single computer under your control and (ii) for you or your employee (and, if you are an accredited college or university, your students) to use the Software for your own internal purposes only. The Software may not be accessed over a network.

Section 3. Restrictions: You may not do or permit any other party to do any of the following:

  1. Use the Software other than as specifically permitted in this Agreement;
  2. Sublicense or operate the Software as a service bureau or cloud service or software provider;
  3. Permit simultaneous use of the Software by more than one user per licensed copy, whether over a computer network or otherwise;
  4. Attempt to alter, adapt, translate, decompile, reverse engineer, disassemble, or reduce the Software to a human-perceivable form;
  5. Bypass any technological measure that controls access to the Software or Materials;
  6. Make copies of the Software other than one copy for back-up or archival purposes;
  7. Use the back-up copy other than as a replacement for the original copy;
  8. Remove or obscure any copyright and other notices included on the Materials;
  9. Export, re-export or use the Materials in violation of the export control or economic sanctions laws or regulations of the United States and other countries;
  10. Use the Software to test or analyze its performance or user interface in order to develop or improve a product which competes with the Software;
  11. Demonstrate the Software in public or private forums without making a good faith effort to use a platform that provides the Software sufficient performance capacity to operate at peak capacity;
  12. Publish or provide this document to third parties in electronic or printed form;
  13. Create or distribute derivative works based upon the Software or Materials.

Section 4. Copyright: Title and copyright to the Software remains with Digizyme and/or its licensors. The Materials are copyrighted and are protected by United States copyright laws and international treaty provisions. You agree to prevent any unauthorized copying of the Materials. Except as expressly provided herein, Digizyme does not grant any express or implied right to you in the Materials or under the patents, copyrights, trademarks, or trade secret information of Digizyme or its licensors.

Section 5. Limited Warranty; Disclaimers: Digizyme warrants that, for a period of sixty (60) days from the date of transmission to you, the Software will perform substantially in accordance with the Documentation when run as a plug-in to the appropriate version of Maya. Your sole and exclusive remedy with respect to any defective Software shall be the right to return such Software to Digizyme, and Digizyme’s sole liability to you shall be, at its election, (i) to replace the defective Software with Software that conforms to this express warranty, or (ii) to refund the license fee that you have paid for the Software to you. This warranty is null and void in the case of any defect caused by any of the following: (i) modification of the Materials by any party other than Digizyme; (ii) use of the Materials with hardware or software other than that supplied or recommended by Digizyme; (iii) other improper or unauthorized use of the Materials by you; (iv) failures or defects in third party software or hardware; or (v) external factors such as, but not limited to, power failures or electrical surges.

EXCEPT AS SET FORTH ABOVE, THE MATERIALS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTY IS MADE THAT THE SOFTWARE WILL GENERATE ANIMATIONS WITH THE CHARACTERISTICS OR SPECIFICATIONS DESIRED BY YOU OR THAT THE MATERIALS WILL BE ERROR-FREE. THESE DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.

Because certain jurisdictions prohibit the waiver of certain warranties, the above disclaimer may not apply to you and you may have additional legal rights that vary by jurisdiction.

Section 6. LIMITATION ON LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DIGIZYME OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION OF THE MATERIALS BE LIABLE FOR ANY DAMAGES OR LOSSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT DAMAGES, INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND/OR LOSS OF DATA), WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF DIGIZYME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, DIGIZYME’S ENTIRE LIABILITY HEREUNDER SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID FOR THE MATERIALS. Because some jurisdictions prohibit the exclusion or limitation of liability for damages, the above limitation may not apply to you and you may have other legal rights that vary by jurisdiction.

Section 7. Indemnity Of Digizyme: You agree to indemnify Digizyme and its affiliates against any loss, liability or expense (including reasonable legal fees) it incurs arising out of or in connection with any breach or violation of the terms of this Agreement by you or your use of the Materials. In the event that this License Agreement has been entered into directly between Digizyme and the United States government or an agency thereof, the foregoing provision shall apply only to the maximum extent permitted by the Anti-Deficiency Act, 31 U.S.C. § 1341 et seq.

Section 8. Termination: Upon any material violation of any of the provisions of this Agreement, your right to use the Materials shall automatically terminate without reimbursement and you shall be obligated, within thirty (30) days of receiving a notice of termination of this license from Digizyme, to return to Digizyme or destroy all of your copies of the Materials and take such additional actions as Digizyme may reasonably request to ensure that no copies of the Materials remain in your possession and control.

Section 9. Transfer And Assignment: Except as otherwise permitted by law or the preceding portions of this paragraph, you may not transfer or assign this Agreement or the Materials without the prior written permission of Digizyme, except:

  1. if the Purchase Order identifies a U.S. government (“USG”) contract in furtherance of which you have ordered the Materials, this license may be transferred to any other USG contractor who needs the Materials in furtherance of the USG contract or to the U.S. government agency for which the contract is being performed,
  2. in connection with the sale of all or substantially all of your assets, this license may be transferred to the purchaser, and
  3. if you are acting as a systems integrator, this license may be transferred to the end user;

provided, however, that the transferee provides Digizyme with:

  1. an unqualified, written acceptance of the terms of this License and any related maintenance agreement fifteen (15) days after the transfer (and, for transfers pursuant to clause (i), identifying the USG contract for which the Materials are required), and
  2. the name, address, telephone number and e-mail address of an employee of the transferee authorized to communicate with Digizyme in connection with this License and any related maintenance agreement.

Any transfer made pursuant to this paragraph must include all of the Software and Materials. You shall be solely responsible for any transfer being in compliance with United States export laws and regulations. Upon a transfer in compliance with this paragraph, the transferee shall thereafter be solely responsible for compliance with the terms of this license agreement and any related maintenance agreement (except for any breach or violation which predates the transfer, for which you shall remain responsible) and you will have no further obligation to indemnify Digizyme hereunder except with respect to your use of the Materials prior to the transfer. If you are acting as a systems integrator for an end user, you may only use the Materials to develop, install and support the systems for the end user and not for any other purpose.

Section 10. MAINTENANCE AND SUPPORT: Except as you and Digizyme may otherwise have mutually agreed in writing, Digizyme will not be responsible for providing any technical support or maintenance in connection with your use of the Materials. By accepting this Agreement, you acknowledge that this limitation is a critical component of this license, which Digizyme would otherwise be unwilling to grant.

Section 11. Licenses Applicable To Upgrades And New Releases: Your receipt of any updates, upgrades, or new releases of the Software is subject to the terms of Digizyme’s then-current standard form of license agreement and any Purchase Order pursuant to which such Software is provided. Digizyme’s obligation to make such Software available to you and your receipt and use thereof are conditioned on your acceptance of such current version of the license agreement at such time. If you already had a copy of Molecular Maya installed on the computer to which you are downloading the current version of Molecular Maya, you understand and agree that the new version may overwrite the older version of the software that is currently installed, and that this license Agreement will supercede the license agreement previously in use with respect to Molecular Maya.

Section 12. Third Party Materials: Digizyme may include among the Materials or Additional Materials software, libraries or databases provided by third parties (“Third Party Materials”). Although Digizyme makes these Third Party Materials available for your convenience, in certain cases you will not be able to use or access specific Third Party Materials with, or as part of, the Software until you have first accepted specific terms and conditions provided by the owner of such Third Party Materials (e.g., by executing a clickwrap or license agreement). Your use of any Third Party Materials provided by Digizyme will be subject to both the terms of this Agreement and any terms and conditions provided by the owner of such Third Party Materials.

Section 13. US Government Restricted And Limited Rights Notice: The Materials have been developed entirely at private expense and have been sold and offered for sale to non-governmental customers. The Software is “commercial computer software” as defined in DFARS 252.227-7014 (Jun. 1995) and in FAR 2.101(a), and “restricted computer software” as defined in FAR 52.227-19 (Jun. 1987) (or any equivalent agency regulation or contract clause). The Materials comprising computer software or computer software documentation are provided with RESTRICTED RIGHTS as described in 227.7014(a)(14) (June 1995), and with the rights set forth in FAR 52.227-19 (December 2007). The Materials comprising technical data are pre-existing technical data developed entirely at private expense and, are provided with LIMITED RIGHTS as described in 227.7013(a)(13) (November 1995). The foregoing grants of Restricted and Limited Rights are only for the benefit of the United States government and its contractors and, in their hands, override any inconsistent restrictions set forth elsewhere in this License Agreement. The Materials may only be sold or transferred to an agency or instrumentality of the United States Government under prime contracts that effectively incorporate restrictions on government use, reproduction, or disclosure no less protective of Digizyme than the foregoing and any other attempted sale is null and void. Use, reproduction, or disclosure of the Materials by the government or its agents or contractors is subject to the restrictions set forth herein and/or therein, as applicable. Contractor and manufacturer are Digizyme, Inc., p.o. Box 1921, Brookline, MA 02446-1921. Use of the Materials by the Government constitutes acknowledgment of Digizyme’s proprietary rights in them.

Section 14. Complete Agreement: This Agreement and any Purchase Order constitute the entire agreement between you and Digizyme and supercede all representations, understandings and other agreements between the parties with respect to the subject matter described herein or therein.

Section 15. Trademarks: Nothing contained herein shall give you the right to use any of Digizyme’s trademarks or trade names and you agree not remove or alter any trademark, trade name, copyright or other proprietary notices, legends, symbols or labels appearing on or in any copies of the Materials.

Section 16. Governing Law; Venue: This Agreement is governed by the laws of the United States of America and the Commonwealth of Massachusetts, without giving effect to conflict of laws provisions thereof. Any action or proceeding brought by either party against the other arising out of or related to this Agreement shall be brought only (i) in a Massachusetts state court or federal district court having jurisdiction in Boston, Massachusetts, or, (ii) in the case of a proceeding brought by or against the United States government, in any federal district court having appropriate jurisdiction, and each of Digizyme and you hereby consents to the personal jurisdiction of such courts. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Section 17. Miscellaneous: This Agreement may be amended only by a writing executed by both parties or by your electronic acceptance of a more recent version of this license agreement provided to you by Digizyme. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.