LICENSE - ACADEMICS AND NON-PROFIT USERS
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**This software license agreement is concluded between MATGENIX SRL**, a company incorporated under Belgium law, with its principal executive offices located at Rue Armand Bury 185, 6534, GOZEE (BELGIUM), registered within the Crossroad bank of Enterprises under number BE0748.971.048, (hereinafter MATGENIX) and Academic and non-profit users of the Software (hereinafter Licensee or Beneficiary).

If you are a for-profit user or if you wish to receive support and maintenance from MATGENIX, drop us an email to receive an offer : info@matgenix.com 


Provisions
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Article 1. DEFINITIONS
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* 1.1. The following terms shall have the meanings as set forth herein, unless otherwise specified in the Agreement.

* 1.2. **Agreement**. Agreement shall mean this Agreement, including all applicable annexes attached hereto.

* 1.3. **Documentation**. Documentation shall mean any information provided by MATGENIX relating to the Software, such as User’s Manual or Usage Examples.

* 1.4. **Governmental body**. Any agency, department or entity of a government, or any legal entity belonging or affiliated to a State government or to one of its agencies, departments or entities.

* 1.5. **Installation**. Installation shall mean download of a copy of the Software and all the operations to be carried out by the Licensee, pursuant to the Documentation, in order to make the Software operational.

* 1.6. **License**. License shall mean the right to use the Software only in accordance with the terms and conditions of this Agreement.

* 1.7. **Maintenance**. Maintenance shall mean Software Updates and/or Software Corrections following a time schedule established at MATGENIX's sole discretion and in accordance with the Service Level Policy.

* 1.8. **Other Software**. Other Software shall mean any software neither delivered with nor imbedded in the Software.

* 1.9. **Software Corrections**. Software Corrections shall mean new source code of the software (or new Documentation) so modified that the software functions according to the Documentation.

* 1.10. **Software Releases**. Software Releases shall mean new source code of the software characterized by added functionality and/or performance improvements.

* 1.11. **Software Updates**. Software Updates shall mean Software Corrections and/or Software Releases.

* 1.12. **Software**. Software shall mean the pysisso computer software as specified, and which is developed, maintained, and owned by MATGENIX.

* 1.13. **Source Code**. Source Code means the source code of the Software and of any Software Update, and more broadly all technical information or documentation required to enable the full and independent exploitation of the Software.

* 1.14. **Third Party Software**. Third Party Software shall mean any software for which MATGENIX has obtained the rights to distribute with or be embedded in the Software.


Article 2. ACADEMIC USER – LICENSE EXCEPTION
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* 2.1. MATGENIX hereby grants to the Beneficiary, and the Beneficiary hereby acknowledges from MATGENIX, a worldwide, non-exclusive, transferable, royalty-free, license to reproduce, modify, display, perform, embed and use the Software, and to access its Source code and the related Documentation. The Beneficiary shall not be authorized to license, sublicense or distribute the Software, its Source code and the related Documentation as well as any piece of software build using these elements under any commercial license, proprietary license and/or any license that is different from the license under which MATGENIX distributes the Software.

* 2.2. The Beneficiary shall transfer to MATGENIX, under the same license, all modification and/or amelioration brought to the Software, as well as the Source code and the related Documentation. The Beneficiary grants the right to MATGENIX to license, sublicense or distribute these modifications and/or amelioration made by the Beneficiary, under its commercial and/or proprietary license.

* 2.3. If applicable, the Beneficiary shall waive and agree not to assert any moral rights on the modification and/or amelioration, to the maximum extent permitted by law and at least for the duration of the Agreement.

* 2.4. By way of exception to the waiver of moral rights, the Beneficiary's name is mentioned in the credits pertaining to the modifications brought by the Beneficiary to the Software when used by MATGENIX.

* 2.5. Unless terminated as provided in this Agreement, the Beneficiary shall benefit from this license exception for an indefinite period of time.

* 2.6. The Beneficiary cannot claim any services, support or liability whatsoever from MATGENIX. In particular :

  * 2.6.1. THE SOFTWARE IS PROVIDED TO THE BENEFICARY "AS IS". MORE PARTICULARLY, ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY MATGENIX. TO THE EXTENT THAT ANY SUCH WARRANTIES CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.
  * 2.6.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MATGENIX BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.


Article 3. COPYRIGHTS
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* 3.1. The Software and any trademarks, trade name, copyrights, patents and other intellectual property rights used in connection with Software or the Documentation – including but not limited to names pysisso, MATGENIX, and associated logos, as well as the lay out, graphics, design, user interface, presentation, texts -   shall remain the sole property of MATGENIX SRL or the owners of any Third-Party Software.

* 3.2. The Licensee agrees not to remove or modify any copyright notice or product identification from documentation and/or media supplied.


Article 4. USE OF THE SOFTWARE BY US GOVERNMENTAL BODIES
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* 4.1. The right to use as defined in this agreement does not authorize Licensee to use the Software for governmental purposes. In the event a unit or agency of a government (in particular US government) or of a public authority wants to use the Software, a specific license agreement is required, in particular to arrange appropriate provisions to warrant the protection of MATGENIX intellectual property rights and the confidential character of information relating to the Software and the Source Code.


Article 5. MISCELLANEOUS
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* 5.1. MATGENIX may make changes to this Agreement (and any linked documents) from time to time. Unless otherwise noted by MATGENIX, material changes to the Agreement will become effective 30 days after they are posted or send to the Licensee, except if the changes apply to new functionality in which case they will be effective immediately.

* 5.2. All notices, requests and demands pursuant to or in connection with this Agreement shall be in writing, either by letter (delivered by hand or sent by international courier) or telecopy addressed to each party at its address as set forth in this Agreement or to such other address as the party to receive such communication or notice may have designated by written notice to the other party. Notice shall be effective on receipt; provided however, that in the case of notice by telecopy, a confirmation of sending and acceptance shall be conclusive evidence of receipt.

* 5.3. Any heading in this Agreement is inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any section, Article, or provision hereof.

* 5.4. Notwithstanding anything contained in this Agreement or any other oral or written agreement, each Party  shall, at all times, conduct itself in the exercise of its rights, and the discharge of its duties and obligations under this Agreement and otherwise in its dealings with the other party in a reasonable manner and in a manner which complies with generally accepted standards of good faith and fair dealing.

* 5.5. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute together one and the same agreement. Each and any person a named party hereto may execute this Agreement by signing any such counterpart.

* 5.6. Any dispute or claim arising out of or in connection with this Agreement shall be finally settled by the Courts of Charleroi, Belgium.

* 5.7. The rights and obligations of the parties hereto shall be governed solely by the substantive law of the Kingdom of Belgium, and without reference to conflict of laws principles.

* 5.8. In any event, consideration shall be given to mandatory provisions of the law of the country where MATGENIX is established which would be applicable even if the Agreement is governed by Belgian law. Any such provisions will be taken into account to the extent they embody principles which are universally recognized and provided their application appears reasonable in the context of international trade.

* 5.9. Wherever possible, each provision of this Agreement and each related document shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement or any related document shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement or such related document.

* 5.10. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by any related document or by law.

* 5.11. This Agreement may not be and shall not be deemed or construed to have been modified, amended, rescinded, cancelled or waived in whole or in part, except by written instruments signed by the parties hereto.

* 5.12. This Agreement shall be interpreted in accordance with its fair meaning and shall not be interpreted in favor of or against either party namely because one party rather than another party may be said to have been responsible for writing the Agreement.
