Software License Agreement


between

HITS gGmbH, Schloss-Wolfsbrunnenweg 33, 69118 Heidelberg, Germany 


- hereinafter referred to as "Licensor"-

and

......................................
......................................
full company/institution name, address

- hereinafter referred to as "Licensee"-

HITS gGmbH represents both HITS gGmbH and the European Molecular Biology 
Laboratory, Meyerhofstrasse 1, 69117 Heidelberg, Germany in this agreement as 
both parties have developed parts of the software.

1 Subject Matter of License Agreement

The subject matter of this Agreement is the Software

PIPSA version 4.0.2 

i.e., the latest version available and released for distribution prior to 
execution of this Agreement (hereinafter referred to as the "Software"). 


2 Shipment
1.
Upon execution of the Agreement, the Software will be shipped electronically.

2.
Licensee will carry out the installation of the Software.




3 License
1.
Licensor grants Licensee  the non-exclusive, indefinite right, not limited as 
to territory, to use the Software subject to the provisions set forth below. 

2.
Licensee may use the Software only for its own non-commercial research at its 
own facilities, departments, or institutes. In particular, Licensee shall not 
allow any third party access to the Software for business or research purposes 
of third parties.


3.
Licensee shall reproduce the Software only to such extent that is required for 
the use of the Software in accordance with the terms of this Agreement. 
Licensee shall make the necessary number of backup copies required for safe 
operation based on the state of the art, provided, however, that they are 
marked as backup copies and - to the extent that is technically feasible - 
the copyright notice has been attached to them.

5.
Licensee will inform the Licensor about any modification made to the licensed 
software.

6.
Licensee shall not grant any sub-licenses to the Software or transfer the 
Software made available to it to any third party. Any use of the Software at a 
computer center, for the provision of outsourcing or application service, 
requires the express written consent of Licensor.


4 Updates

Upon request, Licensor shall supply Licensee with free updates of the major 
version of the Software acquired by Licensee. The major version is specified by
the first digit in the version number. The provisions governing the Software 
shall apply to updates accordingly. The Licensor is under no obligation to make
and release updates.


5 License Fee
1.

In consideration of the provision of the Software and the license grant, 
Licensee shall acquire the rights of use free of charge.

6 Publicity and Exchange of Experience
1.
On its own website, Licensor may identify research projects of Licensee in 
which the Software is used, and/or create links on its own website pointing to 
the website of Licensee's project or institute.

2.
In publications of Licensee reporting on research projects in which the 
Software is used, Licensee will properly cite by the following references and 
the version number of the licensed software: 
Blomberg, N., Gabdoulline,R.R., Nilges, M., Wade,R.C. Classification of protein
sequences by homology modeling and quantitative analysis of electrostatic 
similarity. Proteins (1999) 37, 379-387.
Wade,R.C., Gabdoulline,R.R., De Rienzo, F. Protein Interaction Property 
Similarity Analysis Intl. J. Quant. Chem. (2001) 83, 122-127.
Gabdoulline RR, Stein M, Wade RC. qPIPSA: Relating enzymatic kinetic parameters
and interaction fields. BMC Bioinformatics 2007, 8: 373


7 Duty to Inspect and Notify of Defects

If Licensee is a business person, it shall promptly inspect the Software after 
receipt in accordance with 377 German Trade Code and notify Licensor of any 
defects that are apparent during the inspection immediately after delivery, and
of any hidden defects immediately after their discovery. Notice of defect shall
be given in writing. Licensee shall describe the defect(s) in writing and as 
specifically as possible, to the extent that it may be reasonably expected to 
do so.


8 Quality Defects and Defects of Title
1.

Licensor grants the use of Software on an as-is basis. If Software should have 
defects or exhibit unexpected behavior, Licensor does not accept responsibility 
for removing those defects. Licensor also does not accept any responsibility 
for damages resulting from the use of Software.




9 Liability
1.
Under this Agreement and outside the contract, Licensor shall be liable to 
Licensee without restriction in case of willful wrongdoing or in the absence of 
a warranted quality or durability, for gross negligence only in the amount of 
the typical and foreseeable damages, and in other cases, only when a material 
duty (cardinal duty) has been violated, and in such cases, limited to 
compensation for the foreseeable and typical damages. In all other cases, 
Licensor does not assume any liability.

2.
The liability of Licensor for personal injury and under the Product Liability 
Act remains unaffected by the foregoing liability limitations and restrictions. 


10 Statute of Limitations for Claims of Licensee
1.
Any claims of Licensee pursuant to 8 and 9 shall fall under the statute of 
limitations after 1 (one) year, unless provided otherwise in this Agreement 
(in particular  10 par. 5).

2.
In case of quality defects and defects of title, the limitations period shall 
commence upon delivery of the Software, and in case of other claims for damages 
or reimbursement of wasted expenditure, at such time when Licensee becomes 
aware of the circumstances giving rise to the claim or should have become aware 
of in the absence of gross negligence.

3.
Paragraphs 1 and 2 apply accordingly to claims regarding a refund of the 
purchase price based on a rescission of contract or reduction of the purchase 
price, provided, however, that the statute of limitations period shall be no 
less than three (3) months from the date that an effective notice regarding 
the rescission or reduction of purchase price has been given.

4.
In any event, the claims shall come under the statute of limitations no later 
than upon expiration of the maximum periods set forth in 
199 German Civil Code.

5.
Claims based on intentional wrongdoing or the grossly negligent conduct of 
Licensor, or on a violation of a guarantee given by Licensor or on malice, and 
claims based on personal injury (life, body, or health) or on the Product 
Liability Act, shall be subject to the statutory statute of limitations periods.  

11 Final Provisions
1.
This Agreement is governed by the law of the Federal Republic of Germany. 
The application of the UN Convention on the Sale of Goods is excluded.


2.
The exclusive venue for all disputes arising from or in connection with this 
Agreement is Heidelberg, Germany, when the Licensee is a business person, a 
legal entity governed by public law, or a special fund governed by public law, 
or does not have a general place of jurisdiction within the Federal Republic of
Germany.

3.
This Agreement contains any agreements made between the parties and supersedes 
any previous agreements. There are no oral collateral agreements. Modifications 
and amendments of this Agreement must be in writing to be effective. The same 
applies to a waiver of the mandatory written form requirement.

4.
If any provision of this Agreement is or should become invalid, or if the 
agreement is incomplete, its remaining terms and provisions shall remain in 
full force and effect. The invalid provision is deemed to have been replaced 
with such a provision that economically and validly most closely matches the 
meaning and purpose of the invalid provision. The same applies to a gap in 
this Agreement.





Heidelberg, this _______________


HITS gGmbH

______________, this ______________


Full company/institution name of Licensee

