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CRESSET END USER LICENSE AGREEMENT (Agreement)

It is important that you carefully read this notice before completing installation of Cresset software and the associated data files and documentation, ("the SOFTWARE"). The individual downloading or installing the SOFTWARE (hereafter "LICENSEE") agrees to be bound by the terms of this agreement which constitutes a legally binding contract between the LICENSOR, Cresset BioMolecular Discovery Limited (hereafter "Cresset"), and LICENSEE.  To complete installation of this software, you must first indicate your acceptance of the terms and conditions of this Agreement by clicking the Accept button.  If you do not accept these terms you must terminate the installation by clicking the Cancel button and return the SOFTWARE, including all copies, within 30 days to Cresset for a refund of any fees paid.

1. LICENSOR: Cresset BioMolecular Discovery Ltd 
Address: New Cambridge House,
Litlington, 
Cambridgeshire, SG8 0SS UK
(Cresset)
Phone: +44 (0) 1223 858890
Fax: +44 (0) 1223 853667

2. GRANT OF LICENCE

2.1 Grant.  Subject to the terms and conditions of this Agreement, and LICENSEEs payment of any applicable licence fees, Cresset grants and LICENSEE accepts a non-exclusive, non-transferable, non-assignable, internal-use-only licence, without the right to grant sub-licences, to install and use the SOFTWARE on a single personal computer (hereafter "PC").  LICENSEE understands that its licence is for use of the executable version of the SOFTWARE and that no rights to receive or use source code are granted by this Agreement.  LICENSEE understands that it is not purchasing title to the SOFTWARE or copies thereof, but rather is being granted only a time-limited right to use the SOFTWARE on a single PC.  Cresset reserves all rights not expressly granted herein.

2.2 Licence Key.  All Software shall be installed on LICENSEEs computer such that its usage is governed by the licence key provided by Cresset, which will prohibit the Software from being used outside the licensed term of this Agreement. LICENSEE hereby consents to the incorporation of such mechanisms and hereby waives and releases Cresset from any and all claims, actions, causes of action, damages and judgements that may accrue or arise in connection therewith.  LICENSEE shall not tamper or interfere with or seek to circumvent the licence key in any way.

In the event of a LICENSEE requiring a new licence key to be issued, Cresset may require LICENSEE to sign a document certifying the destruction of the previous licence key as a condition of issuance of a new licence key.

2.3 Authorized Use.  LICENSEE is authorized to use the SOFTWARE only for their own internal research purposes.  The SOFTWARE may not be used by LICENSEE in the delivery of derivative product(s) or service(s) based on the SOFTWARE to other entities. LICENSEE may make copies of the SOFTWARE for LICENSEEs internal back-up and archival purposes only, provided that such copies shall bear the original and unmodified copyright, patent and other intellectual property markings as originally delivered by Cresset. Except as necessary for backup purposes LICENSEE is not authorized to make or use additional copies of the SOFTWARE.  LICENSEE understands that separate licences are needed for any use of SOFTWARE other than those authorized in this Agreement.  

2.4 Restrictions.  LICENSEE acknowledges that the SOFTWARE is the sole and exclusive property of Cresset and contains valuable confidential information and trade secrets of Cresset. LICENSEE agrees to keep the Software in confidence and to take all reasonable precautions to ensure that no unauthorized persons have access to the SOFTWARE or information about its features and functionality, and that no unauthorized copies are made.  LICENSEE agrees to use the SOFTWARE only as provided in this Agreement and shall not (and shall not allow any third party to) 

(i) decompile, disassemble, reverse engineer, discover any source code or underlying ideas or algorithms of the SOFTWARE or of any files contained in or generated using the SOFTWARE by any means whatsoever other than as permitted under s50B of the Copyright, Designs and Patents Act 1988;

(ii) modify, port, translate, transform, localize, or create derivative works including the SOFTWARE or any portion thereof, or any data or documentation supplied with or created by the SOFTWARE, or any Confidential Information of Cresset or its Affiliates or its licensors or vendors, including without limitation the creation of any computer software application or database for resale or external distribution;

(iii) provide, lease, lend, use for timesharing or service bureau purposes, use for providing training or consulting or otherwise allow use of the SOFTWARE for the benefit of third parties;

(iv) export, import or re-export the SOFTWARE in violation of any applicable law, rule or regulation of any jurisdiction;

(v) disclose, without Cresset's prior written permission, the SOFTWARE or any code, information or materials contained in or related to the SOFTWARE, licence keys, performance information or documentation to any entity (except to LICENSEE's employees having a need to know for purposes of authorized use hereunder and who are advised of the obligations of this section), or use any of the foregoing other than as expressly authorized hereunder;

(vi) knowingly take any action that would cause any SOFTWARE to be placed in the public domain;

(vii) remove or modify any product identification, trademark, copyright or other proprietary rights notices contained in or on the SOFTWARE.

LICENSEE shall notify Cresset immediately of any actual or imminent unauthorized access to, or use or disclosure of, any of the foregoing.  LICENSEE recognizes that the unauthorized use or disclosure of any of the foregoing will give rise to irreparable injury to Cresset or its licensors or affiliates for which monetary damages may be an inadequate remedy; and LICENSEE agrees that Cresset or its licensors or affiliates may seek and obtain injunctive relief against the breach or threatened breach of LICENSEEs obligations hereunder, in addition to any other legal and equitable remedies which may be available.

2.5 No Implied License.  LICENSEE acknowledges and agrees that this Agreement in no way shall be construed to provide to LICENSEE, or any third party, any express or implied licence to use, copy or otherwise exploit the SOFTWARE or any portion thereof (including any Intellectual Property Rights embodied therein) other than as specifically set forth in this Agreement.  

3. TERMINATION

3.1 Termination of License.  Cresset shall have the right to terminate this Agreement with immediate effect with no refund for a material breach of this Agreement by LICENSEE (including, without limitation, LICENSEEs failure to pay for the SOFTWARE).  In the event of termination or expiration of this Agreement for any reason, LICENSEE shall promptly return the SOFTWARE and any supporting materials and data, and all copies thereof to Cresset, and shall discontinue all use thereof.

4. WARRANTY, DISCLAIMER AND LIMITATION OF LIABILITY

4.1 Limited Warranty.  Cresset warrants that the SOFTWARE will perform substantially in accordance with the accompanying user documentation for a period of thirty (30) days from the date of shipment of the SOFTWARE, when properly operated in accordance with the documentation.  In the event of failure of the foregoing warranty, Cresset shall, in its sole discretion, either correct such non-conformances that are reproducible and verifiable by Cresset or refund the amount paid for the SOFTWARE.  The warranty and remedies set forth herein are exclusive and in lieu of all others, oral or written, express or implied.

4.2 Limitation of Liability.  Nothing in this Agreement shall be deemed to be a representation or warranty by Cresset or its licensors of the accuracy, safety or usefulness for any purpose, of the SOFTWARE at any time made available by Cresset or that the SOFTWARE is error free or will meet LICENSEEs requirements.  EXCEPT AS PROVIDED IN SECTION 4.1, CRESSET AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, CORRECTNESS AND FITNESS FOR A PARTICULAR USE. THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF CRESSET OR ITS LICENSORS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, USE OR PERFORMANCE OF THE SOFTWARE.  IN THE EVENT CRESSET IS DETERMINED TO BE LIABLE TO LICENSEE FOR ANY REASON ARISING OUT OF THIS AGREEMENT, DESPITE THE LIMITATIONS CONTAINED HEREIN, THE MAXIMUM EXTENT OF CRESSET'S LIABILITY SHALL BE THE PRICE ACTUALLY PAID BY LICENSEE TO CRESSET FOR THE USE OF THE SOFTWARE.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL CRESSET OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOST BUSINESS OR PROFITS, LOST DATA, LOSS OF GOODWILL, COSTS OF PROCUREMENT OF ALTERNATIVE GOODS OR PUNITIVE DAMAGES, WHETHER ARISING UNDER TORT OR CONTRACT, EVEN IF CRESSET HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

4.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN SECTION 4.1, CRESSET MAKES NO ADDITIONAL WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER WHATSOEVER AND ALL WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, THE USE OF REASONABLE SKILL AND CARE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE EXPRESSLY EXCLUDED. CRESSET MAKES NO REPRESENTATION OR WARRANTY THAT ALL ERRORS HAVE BEEN OR CAN BE ELIMINATED FROM THE SOFTWARE, THAT IT WILL OPERATE WITHOUT INTERRUPTION OR THAT IT WILL OPERATE WITH OTHER PRODUCTS.

4.4 Indemnity.  LICENSEE will at its own expense, indemnify, defend and hold harmless Cresset and its affiliates, and their respective directors, officers, trustees, employees and agents, from and against any action, damages, suits, claims, liabilities, costs and expenses (including reasonable attorney's fees) based on a claim arising from or relating to this Agreement or LICENSEE's use of the SOFTWARE.  The indemnified party shall have the exclusive right to control such defence.  In no event shall LICENSEE settle any claim, lawsuit or proceedings in any manner that materially prejudices the indemnified party's rights without the indemnified party's prior written approval.

5. SUPPORT

5.1 Support.  The SOFTWARE is provided 'AS-IS' without maintenance or support.  Cresset may (at its sole discretion) provide technical support during regular business hours, but with no guaranteed response time by e-mail or other electronic medium.

6. MISCELLANEOUS

6.1 Entire Agreement.  This Agreement forms the entire understanding between the parties and supersedes any prior agreements, whether oral or written, concerning the SOFTWARE.  Terms and conditions on any LICENSEE purchase order are expressly rejected and superseded by the terms and conditions set forth in this Agreement.  No Cresset representative has authority to grant any written or oral warranties concerning the SOFTWARE separate from this Agreement.

6.2 Governing Law.  This Agreement shall be interpreted under the laws of England without giving effect to its conflict of laws principles.

6.3 Force Majeur.  Neither party shall be liable for failure to perform an obligation under this Agreement where such failure is due to fire, flood, labour dispute, natural calamity, acts of government or other causes beyond its reasonable control.

6.4 Independent Parties.  The parties are independent contractors. No agency, partnership or joint venture is created by this Agreement.

6.5 Enforceability.  In the event that any provision of this Agreement is deemed to be unenforceable, that provision shall be enforced to the maximum extent permitted to effect the parties' intentions hereunder, and the remainder of the Agreement shall continue in full force and effect.

6.6 Survival of Obligations.  The obligations of clauses 2.3, 2.4, 4.2, 4.4 and section 6 shall survive expiration and termination of this Agreement for any reason and shall apply to the SOFTWARE regardless of its use by LICENSEE with any other programs not provided by Cresset.