Maestro Academic EULA

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Maestro Academic End-User License Agreement

NOTICE:  THE COPY OF MAESTRO ACCOMPANYING THIS AGREEMENT IS OFFERED FOR ACADEMIC USE ONLY ON THE TERMS SET FORTH BELOW. ANY USE OF THE COPY OF MAESTRO ACCOMPANYING THIS AGREEMENT FOR COMMERCIAL PURPOSES IS STRICTLY PROHIBITED BY SCHRÖDINGER.

This is an agreement (“AGREEMENT”) between you, the LICENSEE, and Schrödinger, LLC or Schrödinger, Inc.   If you are domiciled in India, Pakistan, Sri Lanka or Bangladesh (the “Specified Countries”), this Agreement is between you and Schrödinger, Inc.  If you are not domiciled in any of the Specified Countries, this Agreement is between you and Schrödinger, LLC.  The applicable entity is hereinafter referred to as “Schrödinger.”

The terms of this license only apply if (i) you have acquired a copy of Maestro from Schrödinger for Academic Use (as defined below) and (ii) you satisfy the requirements set forth herein.  If you are a commercial entity or corporation, or have otherwise acquired an authorized copy of Maestro pursuant to the Schrödinger End User License Agreement or other agreement, your use of Maestro is governed by the terms set forth therein.

The following terms and conditions govern your use of Maestro ("Maestro").  If you or your agent downloads, copies, installs or uses Maestro (including its documentation, the "SOFTWARE"), you thereby accept the terms and conditions of this Agreement and become the "LICENSEE". If you do not agree to these terms and conditions, you are not authorized to use the SOFTWARE, and you are required to return the SOFTWARE, including all copies thereof, to Schrödinger.

Terms of a PURCHASE ORDER that contradict or add terms to this Agreement or the applicable price quotation setting forth the licenses to the SOFTWARE purchased hereunder (“PRICE QUOTATION”) are not binding.   In the event of any inconsistency among the applicable PRICE QUOTATION, a PURCHASE ORDER, and this Agreement, the controlling provisions shall be determined by reference to the following order: (1) PRICE QUOTATION, (2) this Agreement, (3) PURCHASE ORDER.

1. LICENSE

1.1           License Grant. Subject to the terms and conditions of this Agreement, Schrödinger hereby grants LICENSEE a limited, non-exclusive, internal-use-only, non-transferable, non-assignable, non-sublicensable license to install and use the SOFTWARE for Academic Use only, and in object code form only, from the date you or your agent first downloads, installs, copies or uses the SOFTWARE, until such license is terminated pursuant to this Agreement (such period, the "TERM").  For the purposes of this Agreement, "Academic Use" shall mean use (i) by an individual employed by (or, with respect to academic institutions, enrolled in a full-time course of study at) an accredited academic institution organized and operated exclusively for the purpose of teaching, (ii) at the location of such academic institution, and (iii) for research purposes that do not, directly or indirectly, support any commercial efforts or any commercial enterprise.  For the avoidance of doubt, use of the SOFTWARE for any purpose by any commercial entity or corporation, or other than in accordance with the definition of "Academic Use" set forth above, is not permitted under this Agreement.  Schrödinger reserves all rights not expressly granted herein.  For the avoidance of doubt, Schrödinger shall have no maintenance or support obligations hereunder with respect to the SOFTWARE.

1.2           License Management Software. All SOFTWARE shall be installed on LICENSEE's personal computer such that its usage can be measured and managed by the License Management Software provided by Schrödinger, which will prohibit the SOFTWARE from being used beyond the scope of license in this Agreement and will disable the SOFTWARE at the end of the TERM. LICENSEE hereby consents to the incorporation of such mechanisms and hereby waives and releases Schrödinger from and against any and all claims, actions, causes of action, damages and judgments that may accrue or arise in connection therewith. LICENSEE shall not tamper or interfere with the License Management Software in any way.



1.3           Restrictions. LICENSEE may make copies of the SOFTWARE only as necessary for bona fide backup or archival purposes. LICENSEE shall not: (i) modify, translate, adapt, create derivative works from or decompile the SOFTWARE, or any portion thereof, or create or attempt to create, by reverse engineering or otherwise, the source code from the object code supplied hereunder, (ii) rent, lease, loan, sell, transfer, publish, display, distribute, disclose or make the SOFTWARE available to third parties or use the SOFTWARE, or any portion thereof, in a service bureau, time-sharing or outsourcing service or otherwise use the SOFTWARE for the benefit of third parties, (iii) remove or alter any proprietary rights notices on the SOFTWARE or (iv) disclose, without Schrödinger’s prior written approval, the SOFTWARE or any code, information or materials contained in or related to the SOFTWARE, license keys, analysis or performance information, results of SOFTWARE performance benchmarks or documentation to any entity (except to LICENSEE’s employees having a need to know for purposes of authorized use hereunder and who are informed in writing of the obligations of this section) or use any of the foregoing other than as expressly authorized hereunder.  LICENSEE shall notify Schrödinger 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 Schrödinger or its licensors or affiliates for which monetary damages may be an inadequate remedy; and LICENSEE agrees that Schrödinger or its licensors or affiliates may seek and obtain injunctive relief against the breach or threatened breach of LICENSEE’s obligations hereunder, in addition to any other legal and equitable remedies which may be available.

1.4           Export Controls. The SOFTWARE, and the source code and technology related thereto, are subject to the U.S. Export Administration Regulations (“EAR”), U.S. sanctions administered by the Office of Foreign Assets Control (“OFAC”) and the International Traffic in Arms Regulations (“ITAR”). LICENSEE represents and warrants that LICENSEE is not a national or resident of any country subject to U.S. export restrictions, including but not limited to Cuba, Iran, North Korea, Syria, and Sudan. LICENSEE agrees to comply with all applicable laws, rules or regulations and will not directly or indirectly sell, provide, transfer, export, reexport, divert, loan, lease, consign, release to a foreign national, or otherwise dispose of (x) the SOFTWARE, (y) any source code or technology related thereto and/or (z) any technical data used in connection with or generated by the SOFTWARE in violation of the EAR, U.S. sanctions laws administered by OFAC, ITAR regulations or any other applicable law, rule or regulation of any jurisdiction.             

2. TERMINATION

Schrödinger shall have the right to immediately terminate this Agreement and the license granted hereunder with no refund at any time in its sole discretion.  In the event of termination or expiration of this Agreement for any reason, LICENSEE shall promptly return the SOFTWARE, and all copies thereof, to Schrödinger, and shall discontinue all use thereof. Notwithstanding the foregoing, Sections 1.3(iv), 2, 3, 5, 6 and 7 shall survive the expiration or termination hereof for any reason.

3. OWNERSHIP RIGHTS

LICENSEE acknowledges that the SOFTWARE is the sole and exclusive property of, and is valuable, confidential and proprietary to, Schrödinger or its licensors, including, without limitation, all rights to patents, copyrights, trademarks, trade secrets and any other intellectual property and proprietary rights inherent therein or appurtenant thereto, in all media now known or hereinafter developed, and LICENSEE shall protect the foregoing to at least the same extent that it protects its own confidential information. LICENSEE is not purchasing title to the SOFTWARE or copies thereof, but rather is being granted only a license to use the SOFTWARE. LICENSEE shall not use Schrödinger's or its licensors' names or marks or employee names, or adaptations thereof, in any advertising, promotional or sales literature without Schrödinger's, or its licensor's, as applicable, prior written consent. LICENSEE shall inform Schrödinger promptly in writing of any alleged infringement of Schrödinger's or its licensors' rights and of any available evidence thereof.

4. LIMITED WARRANTY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCHRÖDINGER AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, CORRECTNESS, USE OR APPLICATION, ADEQUACY AND SUITABIITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR MEET LICENSEE'S PARTICULAR REQUIREMENTS.

5. INDEMNITY

LICENSEE will, at its own expense, indemnify, hold harmless and, at Schrödinger's sole option, defend Schrödinger, its affiliates and licensors, and its and their respective directors, officers, trustees, students, employees and agents, from and against any action, damages, suits, claims, liabilities, costs and expenses (including reasonable attorneys' 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 defense. In no event shall LICENSEE settle any such claim, lawsuit or proceeding in any manner that materially prejudices the indemnified party's rights without the indemnified party's prior written approval.

6. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SCHRÖDINGER OR ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST BUSINESS OR PROFITS, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE MAINTENANCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SCHRÖDINGER's AND ITS AFFILIATES' ENTIRE AGGREGATE LIABILITY UNDER OR RELATING TO THIS AGREEMENT, FOR ANY REASON(S) AND UPON ANY CAUSE(S) OF ACTION WHATSOEVER, SHALL NOT EXCEED FIVE (5) UNITED STATES DOLLARS. NO LICENSOR OF SCHRÖDINGER SHALL HAVE ANY LIABILITY TO LICENSEE FOR LOSS OR DAMAGES ARISING OUT OF THIS AGREEMENT OR THE SOFTWARE.

7. GENERAL

This Agreement and its enforcement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts-of-law principles. The exclusive venue for any action relating to this Agreement shall be the state and federal courts situated in the State of New York, County of New York, and each party expressly consents to the jurisdiction of such courts. Neither party shall be liable for failure to perform an obligation under this Agreement where such failure is due to fire, flood, labor dispute, natural calamity, acts of the government or other causes beyond its reasonable control. The parties are independent contractors. No agency, partnership or joint venture is created by this Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, written or oral, relating to the subject matter hereof. This Agreement may not be modified or altered except by written instrument duly executed by both parties. If 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 this Agreement shall continue in full force and effect. The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder. Notices shall be deemed given (i) if by hand delivery, upon receipt thereof; (ii) if mailed, three (3) days after deposit in the U.S. mails, postage prepaid, certified mail, return receipt requested; (iii) if by fax, upon receipt thereof as evidenced by fax confirmation; (iv) if by next day delivery service, upon such delivery or (v) with respect to termination of this Agreement by Schrödinger pursuant to Section 5, upon sending of notification by e-mail to the e-mail address provided by LICENSEE.  The SOFTWARE and the accompanying documentation are "commercial items" as that term is defined in 48 C.F.R. 2.101 consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212.  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, if the licensee hereunder is the U.S. Government or any agency or department thereof, the SOFTWARE and the documentation are licensed hereunder (i) only as a commercial items, and (ii) with only those rights as granted to all other end users pursuant to the terms and conditions hereof. 

Rev. [Maestro Academic Use License] – 11/13

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