Browser-Based Analytical Data Processing

ACD/Labs™ SOFTWARE LICENSE AGREEMENT

ATTENTION: Prior versions of ACD/Labs software being superseded by a new version upgrade must be removed from the licensee's computer(s) prior to the installation or deployment of the latter. If you have received this version as an upgrade, you are agreeing to this term and the ones that follow by clicking on the next button below.

This is a binding legal agreement (this "AGREEMENT") between Advanced Chemistry Development, Inc. ("ACD/LABS") and you ("LICENSEE"). By opening the package containing the software (the "SOFTWARE") or clicking on the "I agree" button on the click-wrap version of this agreement and proceeding with the installation and/or use of the computer program to which this agreement applies, you agree to be bound by the terms and conditions of this agreement effective from the date of having done so ("effective date"). If you do not agree to the terms of this agreement, you must immediately uninstall the software and, within thirty (30) days, return to ACD/Labs or, if requested by ACD/Labs, destroy all copies of the software in your possession, together with accompanying items (including written materials), if any.

1. GRANT OF LICENSE. Subject to the terms and conditions of this Agreement, ACD/Labs grants to the Licensee, a non-exclusive and non-transferable license during the term of this Agreement to use the Software contained herewith, in object code form, for the Licensee's internal use solely in the Licensee's ordinary course of business, and for no other purpose ("License"). The Licensee agrees to adhere to ACD/Labs' instructions and related materials for the installation of the Software. The Licensee acknowledges and agrees that the License is for the use of the Software only and not for the use of any other software of ACD/Labs or any third party. The Licensee is solely responsible for obtaining from the owner of any third party software that can be used in conjunction with the Software all necessary licenses to use the third party software in conjunction with the Software.
2. OWNERSHIP OF SOFTWARE. ACD/Labs retains all right, title and interest, including associated intellectual property rights, in and to the Software and all related documentation. The Software is protected by Canadian copyright laws, international treaty provisions and all other applicable national laws. Licensee will not copy the Software except: (i) in connection with the installation of the Software; and (ii) one (1) copy per site for backup and disaster recovery purposes. Any copies of the Software Licensee makes will bear all copyright, trade-mark and/or other proprietary notices of ACD/Labs included in the Software. The Licensee acknowledges that the Software is proprietary to and is considered confidential information of ACD/Labs. The Licensee agrees to treat the Software with the same degree of care to maintain its confidentiality as the Licensee uses to maintain the confidentiality of its own confidential information, and in any event, no less than a reasonable degree of care.
3. TAXES. The Licensee agrees to pay any and all taxes, including without limitation any sales tax, use tax, value added tax, goods and services tax, excise tax, customs or duties, arising out of this Agreement, except for any taxes based upon the income of ACD/Labs.
4. TERMS OF USE AND RESTRICTIONS. The Software is licensed or provided subject to any one or a combination of the following restrictions, specified in the Order Document or in another written agreement between the Parties:
1. By Named User: The Software is limited to a fixed number of user(s) selected and paid for by Licensee in accordance with ACD/Labs pricing. The users are located at a specific geographical location identified to ACD/Labs (the "Site") and are personnel of Licensee. Licensee will have the right to assign such number of users for using the Software at that Site. Usernames and passwords will be assigned to specific individuals and no sharing of usernames and passwords is permitted, although user licenses are transferable between users when a former user no longer requires ongoing use of the Software at the Site.
2. By Machine/Seat: The use of the Software is limited to specific hardware, instruments or computers ("machines") at the designated Site that have been expressly licensed to have the Software installed on them, as identified in writing between the parties. For greater certainty, the use of the Software on non-licensed machines through a licensed machine by way of a virtual desktop application or similar technology is prohibited. The particular machines may be specified, but if not specified, then any machines up to the maximum number paid for by the Licensee may be licensed at the Site.
3. By Server: The use of the Software is limited to a specific server at the designated Site, to be used in a server-client application with no more than an aggregate maximum number of licensed machines or licensed users specified in writing between the parties, if any maximum is specified. If the Licensee operates the Software on a server to enable users to access the Software over an intranet or any other type of internal network use, the Licensee shall pay to ACD/Labs the cost associated with such batch software in addition to a license fee per user.
4. By Maximum Number of Concurrent Users: The use of the Software is limited such that no more than the maximum number of concurrent users may be using the Software at the same time. When not specified, the maximum number of concurrent users is limited to the maximum number of licensed named users or licensed machines/seats, as applicable.
5. By Physical Location: The use of the software is limited to use by users at or within a particular physical location within a Site, such as a particular building or floor of a building, or to an entire Site.
6. By Software as a Service: The service consists of the Software being made available to Licensee for use over the Internet via a standard web browser or through an intranet portal or any other type of internal network use. The use of the service is otherwise limited by the same terms of use and restrictions described under subsection 4.1, "By Named User".
7. Trials of ACD/Labs’ applications are for evaluation purposes only and not to be used as a production system, or for diagnostics purposes. Evaluation of the application may be conditional upon the User accepting additional EULA conditions, otherwise the application cannot be accessed and tested. Availability of the application will be at ACD/Labs sole discretion and access may be terminated without notice or cause. At the end of the trial, any and all data and results that were produced with the application must be destroyed by the termination date of the trial, unless otherwise approved by ACD/Labs in writing. You agree to provide feedback to ACD/Labs only about the results of your evaluation. You acknowledge that you will not publicize the results of your evaluation to anyone outside your organization, without obtaining written approval first from ACD/Labs.
5. SCRIPTING AND AUTOMATION. The Software may have scripting, macro generation, an application programming interface, a software development kit or other automation features that have been included by ACD/Labs' design that permit certain operations of the Software to be automated ("Automation Features"). The use of the Automation Features is subject to the restrictions enclosed with the Software, and the following additional restrictions:
1. Automation Features cannot be developed or used that permit use of the Software outside the scope of the License granted;
2. Automation Features cannot be developed or used in one type of Software to replicate or reverse engineer functionality within other Software that is available for license from ACD/Labs.
6. GENERAL RESTRICTIONS: Licensee will not use the Software for any purpose and/or by any means other than as expressly permitted by this Agreement. Without limiting the generality of the foregoing, the Licensee will not:
1. attempt to use or modify the Software, using Automation Features or otherwise, to circumvent any license conditions, or permit any third Person to do so;
2. use the Software in conjunction with, or integrate, modify or incorporate the Software with any third party software application or program that will automate the use of the Software to any extent, including, without limitation, automating key strokes for inputting data to generate results;
3. permit any affiliates (except if agreed to in writing by ACD/Labs) or third Persons to use the Software;
4. process or permit to be processed the data of any third Persons or the processing of any data of or for any other office or location of the Licensee;
5. use the Software in performing or conducting research on behalf of third parties except where expressly agreed in writing by the parties;
6. if the License is restricted for academic use, the use of the Software for any commercial use whatsoever, whether for the Licensee or indirectly to the benefit of any third party;
7. use the Software in the operation of a service bureau;
8. allow access to the Software through any computers or terminals located outside of the Site, through the Internet, VPN or otherwise, unless expressly agreed otherwise in writing by ACD/Labs; or
9. transmit, disclose, translate, adapt, modify, decompile, or otherwise reverse engineer the Software or the embodied algorithms or databases contained in the Software, or permit others to do the same.

Licenses are not transferrable between users, machines, servers or physical locations, as the case may be, without ACD/Labs' consent. Notwithstanding the foregoing, Licensee will be permitted to transfer the Software to a new physical location, server, between users or between machines with the prior written or electronic approval of ACD/Labs upon payment of the applicable transfer fee, if any, specified by ACD/Labs or as otherwise agreed in writing by the parties. If no fee is specified in writing by the parties in advance of the transfer, the applicable transfer fee(s) will be specified by ACD/Labs at the time of transfer based on its then current rates. Electronic approval may be provided by ACD/Labs activation server service, where available.

7. TRADEMARKS. ACD/Labs is a trademark of Advanced Chemistry Development Inc. Any other trademarks or service marks appearing in association with the Software or its documentation are the property of their respective owners.
8. TERM AND TERMINATION. This Agreement, subject to Section 10 herein, shall continue until: i) in the case where a fixed license term is specified on the ACD/Labs invoice which has been issued in response to your request, order or purchase order for the Software ("Order Document"), the expiry of that fixed license term; and ii) in all other cases, such time as the Licensee no longer uses the Software or the license is terminated in accordance with this Section 8. The above grant of rights will immediately terminate without notice from ACD/Labs if the Licensee breaches any of the terms or conditions of this Agreement. If the License specified in an Order Document is for a fixed period of time (a "Term License"), provided Licensee is not in breach of the applicable Order Document or this Agreement, the License to the Licensee will automatically renew for successive terms of one year each or such other period specified in the Order Document, unless cancelled by giving ACD/Labs written notice of such cancellation at least sixty (60) days prior to the expiration of the then current term. The license fees for the renewal term will be ACD/Labs' standard fees for the corresponding fixed period licenses in effect at the time ACD/Labs receives written notice of renewal from you, unless otherwise specified in the Order Document. Upon termination of this Agreement, Licensee shall immediately return (at Licensee's expense) to ACD/Labs or, destroy all copies of the Software, documentation, and any other items related thereto, and upon request, an officer of the Licensee shall certify to ACD/Labs in writing that all such items have been returned or destroyed. Furthermore, all Software existing on any computer or computers must be rendered useless by overriding or destroying the storage media on which it resides, and Licensee must certify in writing to ACD/Labs that this has occurred. Sections 2, 11, 12, 15 and 16 shall survive the termination of this Agreement.
9. MAINTENANCE. For non-Customized Software (defined below) that is licensed to the Licensee as a Term License, ACD/Labs will provide the Licensee with maintenance services for the term of the Term License if maintenance services are purchased and set out in an Order Document. The maintenance services will be provided in accordance with ACD/Labs standard maintenance and support terms, which are available online at https://www.acdlabs.com/technical-support/maintenance-support-policies/ or upon request. In all other cases, including where Software has been customized for Licensee pursuant to an Order Document or other written agreement agreed to by the parties ("Customized Software"), this Agreement does not entitle Licensee to maintenance services from ACD/Labs. Unless otherwise agreed by the parties in a written agreement, all maintenance services for Customized Software including any services required to repair defects or errors in Customized Software arising from an update will be provided on a time and material basis. If the Licensee has executed a Master Agreement or a Maintenance Agreement with ACD/Labs, and provided payment of applicable maintenance fees in accordance with the terms therein ACD/Labs will provide technical support in accordance with the terms and conditions of the Master Agreement or the Maintenance Agreement. Where the Licensee qualifies for technical support and receives a new version upgrade of the Software from ACD/Labs or one of its distributors, the Licensee shall, immediately after installing such upgrade, override and/or destroy any and all prior versions of the Software installed. For certainty, the number of concurrent users of the Software, regardless of the Software version in use, shall not exceed the number of valid Licenses held by the Licensee.
10. REFUNDS. The Licensee shall have seven (7) days from the date the Software was initially purchased to review the Software. If, during the said seven (7) day period, the Software fails to function in all material respects in accordance with its specifications contained in the documentation provided by ACD/Labs, the Licensee shall be entitled to return the Software to ACD/Labs or the distributor from whom Licensee obtained this license and receive a refund of the license fee, if already paid to ACD/Labs.
11. DISCLAIMER OF WARRANTY. The software is provided "as is" without warranty of any kind, either express or implied, including, but not limited to, implied warranties and conditions of merchantability and fitness for a particular purpose and those arising by statute or otherwise in law or from a course of dealing or usage of trade. ACD/Labs does not warrant that the software will meet all or any of the licensee's requirements, that the operation of the software will be uninterrupted or error free, or that any defect in the software will be corrected. ACD/Labs makes no warranties or representations relating to the results of the licensee's use of the software with respect to its capability, correctness, accuracy, reliability or otherwise. No oral or written information, representation or advice given by ACD/Labs or an authorized representative of ACD/Labs shall create a warranty. ACD/Labs has no control over the licensee's use of the software. The licensee assumes the entire risk as to results and performance of the software.
12. LIMITATION OF LIABILITY. ACD/Labs disclaims, and licensee hereby agrees, that in no event shall ACD/Labs be liable for any indirect, special, consequential, punitive or incidental damages of any nature (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) whether foreseeable or not, arising out of the installation, use or inability to use the software or removal of the software, regardless of whether ACD/Labs has been advised of the possibility of such damages. In respect of any claim against ACD/Labs whether based in contract or tort (including negligence) or otherwise, including a breach by ACD/Labs of any of its obligations under this agreement, licensee's exclusive remedy shall be to receive from ACD/Labs payment for actual and direct damages to a maximum amount equal to the fee paid by licensee for this license, regardless of the form of the claim.
13. COMPATIBILITY WITH THIRD PARTY SOFTWARE. The Software only operates on compatible third party software. At Licensee's request, ACD/Labs will provide Licensee with a specific list of compatible third party software products.
14. COLLECTION OF INFORMATION AND PROCESSING OF PERSONAL DATA. The Software has the capacity to gather and log statistics pertaining to usage of the Software by the Licensee, including without limitation, network installation by the Licensee, number and identification of users and concurrent use of the Software. For the purpose of ensuring compliance, Licensee hereby agrees to provide such information to ACD/Labs and to authorize ACD/Labs to remotely collect such information. Failure to provide such information shall be deemed a material default by Licensee under this Agreement. If requested by ACD/Labs and provided that Licensee consents, ACD/Labs may access such information remotely. If Licensee consents to such remote access, ACD/Labs shall follow any reasonable security protocols of Licensee in respect of such remote access. Licensee further acknowledges and agrees that ACD/Labs may use the information for the purposes of ensuring compliance with the terms and conditions of this Agreement by Licensee, creating enhancements to the Software and/or for any other purpose consented to by Licensee, which consent shall not be unreasonably withheld. Where ACD/Labs processes personal data on Licensee's behalf with respect to the Software, such processing will be in accordance with ACD/Labs' personal data processing addendum available at: https://www.acdlabs.com/dataprocessing/.
1. The Spectrus Processor JS Trial Environment website uses only strictly necessary cookies that are essential to the operation of the software and the website in order for you, the user, to access the Trial Environment and use its features (session cookies). Without these cookies, the service cannot be provided to you. This website does not use any functional, performance, marketing or advertising cookies.
15. CONFLICT. To the extent that there is any conflict between the terms of this Agreement and any Master Agreement entered into by the parties, the terms of the Master Agreement shall govern, but only to the extent of such inconsistency.
16. GENERAL. This Agreement shall be construed under and governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without reference to any conflict of law rules. The Licensee and ACD/Labs agree to submit to the non-exclusive jurisdiction of the courts of the Province of Ontario. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect, and in no way shall be affected, impaired or invalidated. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. This Agreement and the Master Agreement, if applicable, is the complete contract between the parties and supersedes any prior agreement whether written or oral, and its terms shall not be varied, supplemented, qualified, or interpreted by any prior course of dealing between the Licensee and ACD/Labs. Any subsequent agreement which modifies any part of this Agreement must be in writing and signed by both parties. Upon any termination or expiry of this Agreement, provisions relating to ACD/Labs' intellectual property rights, limitations of liability and any other provisions which, by their nature, are intended to survive, shall survive any such termination or expiry.

Advanced Chemistry Development Inc. 

Attention: By agreeing to ACD/Labs' software license agreement, for sales through ACD/Labs' webstore you specifically accept license term 4b in 'Terms of Use and Restrictions' (by machine). If you have indicated affiliation with academic/government institutions you also agree to comply with article 6f in 'General Restrictions'. All purchases on the webstore are final after seven (7) days.