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90-day Evaluation License for QUANTUM 3.1 Demo Module.

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

THIS TRIAL SOFTWARE IS INTENDED FOR EVALUATION PURPOSES ONLY. THE SOFTWARE IS LICENSED, NOT SOLD.

QUANTUM owns all intellectual property in the Software. QUANTUM permits you to Use the Software only in accordance with the terms of this Agreement  in the manner described below under "Scope of Evaluation License Grant."

 

1. Definitions. "Software" means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) QUANTUM or third party computer information or software; (ii) related explanatory written materials or files ("Documentation"); and (iii) fonts; and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by QUANTUM (collectively, "Updates"). "Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation . "Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by QUANTUM. "Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. "QUANTUM" means QUANTUM PHARMACEUTICALS OOO, adress of principal executive offices and mailing adress: 8  office # 131 Usievicha Street, Moscow, Russia 125319; Legal adress: 22 building  3,  Boycovaya Street  Moscow, Russia 107150.

 

2. Software Evaluation License.  QUANTUM grants to you a non-transferable non-exclusive Evaluation License to Use the Software for the purposes of Evaluation for the limited period specified below: this Evaluation License is effective from the date hereof and will remain in effect for 90 (ninety) days. The Evaluation License granted  hereunder shall automatically terminate sooner if you fail to comply with the limitations described herein. You may terminate this Evaluation License at any time by ceasing all use of the Software and Documentation. Upon termination, you must destroy all copies of the Software and Documentation.

 

2.1 Scope of Evaluation License grant. You may: download and install the Software, and use the Software on your computer for solely for Evaluation purposes, only if you have not previously evaluated or licensed the same version of the Software.  All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

2.2 Server Use and Distribution.

2.2.1 Server Use. Subject to the terms of this Agreement, you may install one copy of the Software on a computer file server within your internal network for the sole and exclusive purpose of using the Software only in accordance with the terms of this Agreement  in the manner described below under "Scope of Evaluation License Grant (from an unlimited number of client computers on your internal network) via (a) the Network File System (NFS) for UNIX versions of the Software or (b) UNIX and Windows Terminal Services. Unless otherwise expressly permitted hereunder, no other server or network use of the Software is permitted, including but not limited to use of the Software (i) either directly or through commands, data or instructions from or to another computer or (ii) for internal network, internet or web services.

2.2.2 No distribution. For information on how to distribute the Software on tangible media or through an internal network please contact QUANTUM for written authorization. No distribution is allowed without such written authorization.

2.3 Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used on any computer.

2.4 Portable or Home Computer Use. In addition to the single copy permitted under Sections 2.2.1 and 2.3, the primary user of the computer on which the Software is installed may make a second copy of the Software for his or her exclusive use on either a portable Computer or a Computer located at his or her home, provided the Software on the portable or home Computer is not used at the same time as the Software on the primary computer.

2.5 Customs duties and taxes. There is no fee for use of the Software in accordance with this Agreement during the Evaluation Period, however, You are legally responsible for all applicable customs duties and taxes which may be incurred under this Agreement, if any.

3. Intellectual Property Ownership, Copyright Protection.

3.1 Intellectual property.  The Software and any authorized copies that you make are the intellectual property of QUANTUM and are owned by QUANTUM.  The title, ownership rights, and intellectual property rights in the Software and Documentation shall remain in QUANTUM.

Use of some third party materials included in the Software may be subject to other terms and conditions typically found in a separate license agreement or "Read Me" file located near such materials

 3.2  Nondisclosure. “Confidential Information” and “Trade secrets”  mean the Software, source code, object code, know-how and any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by QUANTUM  (the “Disclosing Party”) to You  (the “Receiving Party”) and not generally available to the public, which the Receiving Party may gain access to or knowledge of as a result of this Agreement. The Receiving Party shall observe complete confidentiality with respect to the Confidential Information and Trade secrets, and shall use commercially reasonable efforts and take all reasonable steps to protect the Confidential Information and Trade secrets from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. The Receiving Party shall promptly notify the Disclosing Party of any known unauthorized use or disclosure of the Confidential Information or Trade secrets and will cooperate with the Disclosing Party in any litigation brought by the Disclosing Party against third parties to protect its proprietary rights.

3.3 Protection by law. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by QUANTUM. 

4. Restrictions.

4.1 Notices. You shall not copy the Software except as set forth in Section 2. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software. You are not authorized to remove any proprietary notices or labels on the Software.

4.2  No Modifications. You shall not modify, adapt or translate the Software.

4.3  No derivative works and decompilation.  You are not authorized to create derivative works based on the Software or integrate or use the Software with any other software, plug-in or enhancement which uses or relies upon the Software.  You shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested QUANTUM in writing to provide the information necessary to achieve such operability and QUANTUM has not made such information available. QUANTUM has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any such information supplied by QUANTUM and any information obtained by you by such permitted decompilation may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the QUANTUM principal executive offices.

4.4 Document Features. The Software may contain features and functionality that appear disabled or "grayed out" (the "Document Features"). You may only use the Document Features for getting the notices  about the features of  other QUANTUM software. No other use is permitted.

4.5 No transfer. You may not, rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user's computer except as may be expressly permitted herein.

4.6 Hard-copy documentation, support or telephone assistance. This Evaluation License does not entitle you to hard-copy documentation, support, telephone  or any other assistance.

4.7 Assignment. You may not assign this Agreement to any third party without first obtaining the express written consent of  QUANTUM, and any assignment by you without such consent shall be null and void. QUANTUM may freely assign this Agreement to any third party.

5. Third Party Website Access. The Software may allow you to access third party websites ("Third Party Sites"). Your access to and use of any Third Party Sites, including any goods, services or information made available from such sites, is governed by the terms and conditions found at each Third Party Site, if any. Third Party Sites are not owned or operated by QUANTUM. YOUR USE OF THIRD PARTY SITES IS AT YOUR OWN RISK. QUANTUM MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD PARTY SITES.

6. NO WARRANTY. The Software is being delivered to you “AS IS” and QUANTUM makes no warranty as to its use or performance. QUANTUM AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, QUANTUM AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION MERCHANTABILITY, LACK OF VIRUSES, ACCURACY AND COMPLETENESS OF RESPONSES, RESULTS, LACK OF NEGLIGENCE, LACK OF WORKMANLIKE EFFORT,  INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, ALL WITH REGARD TO THE SOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE. THE ENTIRE RISK AS TO THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND SUPPORT SERVICES, IF ANY, REMAINS WITH YOU. QUANTUM MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS.  

7. LIMITATION OF LIABILITY. IN NO EVENT WILL QUANTUM ITS SUBSIDIARIES OR ANY OF THE DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER LEGAL ENTITY FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST REVENUE OR LOST SAVINGS, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EVALUATION LICENSE, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF QUANTUM OR ANY SUPPLIER,  BUSINESS INTERRUPTION, LOSS OF CONFIDENTIAL OR OTHER INFORMATION,  COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, WHETHER FORESEEABLE OR NOT, EVEN IF AN QUANTUM REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. QUANTUM`S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALY PAID BY YOU FOR THE SOFTWARE TO QUANTUM OR U.S.$ 50.00  (fifty US dollars).

Nothing contained in this Agreement limits QUANTUM`S liability to you in the event of death resulting from QUANTUM`S negligence or for the tort of deceit (fraud). QUANTUM is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose.

You are required to take all reasonable measures to avoid and reduce damages, in particular to make back-up copies of the Software and your computer data subject to the provisions of this Agreement.

The provisions of Section 6 and Section 7 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use the Software after termination of this Agreement.

 

8. Export Rules.  By installing or using the Software, you are also representing and warranting that you will not use, or permit or authorize others to use, the Software in connection with the design, development, production, stockpiling or use of any chemical or biological weapons. You agree to defend, indemnify and hold QUANTUM  harmless from any claims arising out of or relating to your violation of any export control laws.

9. Governing Law. If you acquired  this Software in the United States, this Agreement is governed by the laws of the State of California. If you acquired  this Software in Canada, unless expressly prohibited by local law, this  Agreement is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may  arise hereunder, you consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If you acquired this Software in the European Union, Iceland, Norway, or Switzerland, then local law applies. If you acquired this Software in any other country, then local law may apply. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

10. General Provisions. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, . If any part of this Agreement is found void, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of QUANTUM. Updates may be licensed to you by QUANTUM with additional or different terms. This is the entire agreement between QUANTUM and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.

11. Notice to U.S. Government End Users. The Software and Documentation are "Commercial Items," as that term is defined at 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 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. Quantum Pharmaceuticals OOO, adress of principal executive offices and mailing adress: 8  office # 131 Usievicha Street, Moscow, Russia 125319; Legal adress: 22 building  3,  Boycovaya Street  Moscow, Russia 107150.

12. Compliance with Licenses. If you are a business or organization, you agree that upon request from QUANTUM or QUANTUM`s authorized representative, you will within ninety (90) days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from QUANTUM.

If you have any questions regarding this Agreement or if you wish to request any information from QUANTUM please use the address and contact information included with this product to contact the QUANTUM office serving your jurisdiction.

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