MolCube Inc. End-User License Agreement
MolCube, Inc.
SOFTWARE LICENSE AGREEMENT
PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE ACCESSING, DOWNLOADING, INSTALLING, OR USING ANY SOFTWARE PROVIDED
This Software License Agreement (“Agreement”) is a legal agreement between [Company Name] (“you”) and MolCube, Inc. (“MolCube”) for the use of MolCube’s software CubeBuilder and any associated materials provided therewith (collectively, the “Software”). MolCube and you are each hereafter referred to individually as a “Party” and together as the “Parties.”
1. GRANT OF LICENSE. Subject to your compliance of all terms and conditions of this Agreement, MolCube hereby grants to you the following rights for the duration of the subscription term. The license type, license numbers, and subscription term hereunder are set forth in Appendix 1:
1.1 Single Site License. If you have paid for a single site annual license, you and your affiliates may use and access to the Software. There is limit for the number of granted users within the authorized site.
1.2 Multi-site License. If you have paid for a multi-site annual license, you may use and access to the Software within the authorized sites with limit on the number of users. If you need to change the authorized site, you should contact MolCube via email address sales@molcube.xyz.
1.3 Other Restrictions. The license granted to you is non-sublicensable, non-transferable, non-assignable, and non-exclusive for you, your affiliates, as well as your and your affiliates’ designated employee’s (“User(s)”) use. You must ensure and be responsible for the User’s compliance with the terms and conditions of this Agreement.
2. THIRD PARTY SOFTWARE. There is no third party software that requires additional licenses.
3. DIGITAL RIGHTS MANAGEMENT. MolCube may use digital rights management technology (“DRM”) in the Software to protect the integrity of its content (“Secure Content”), so that its intellectual property, including copyright, in such content is not misappropriated. You agree that you and the User shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to any DRM. If the DRM security has been compromised, MolCube shall be entitled to termination of this Agreement in accordance with Section 12. Any of your information collected or accessed by MolCube through DRM shall be considered your confidential information.
4. PAYMENT. As compensation for the license hereunder, you shall pay the fees set forth in Appendix 1 in accordance with the invoicing/payment schedule thereof.
5. RESERVATION OF RIGHTS, OWNERSHIP, AND FEEDBACK
5.1 Reservation of Rights and Ownership. The Software is proprietary to MolCube, and MolCube reserves all rights not expressly granted to you in this Agreement. You acknowledge and agree that (a) the Software is provided to you under license, not sold, (b) the Software is protected by copyright and other intellectual property laws and treaties, (c) MolCube or those from whom it has licensed the Software retain their entire right, title, and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, (d) there are no implied licenses under this license and any rights not expressly granted to you hereunder are reserved by MolCube, and (e) you acquire no ownership or other interest (other than your license rights) in or to the Software.
5.2 Feedback. You may provide MolCube with suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Software (“Feedback”). Feedback shall not impose any confidentiality obligations on MolCube. You agree that MolCube is free to use, disclose, reproduce, license, or otherwise distribute and exploit any Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, DISASSEMBLY, AND SHARING. You agree not to (a) reverse assemble, reverse compile, reverse engineer, decompile, reduce the Software to a human-perceivable form or otherwise attempt to discover the object code, source code, non-public APIs, or underlying ideas or algorithms of the Software in whole or in part, or assist others to do the same, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation, (b) publish, distribute, rent, lease, provide hosting services, sell, sublicense, assign, or otherwise transfer or commercialize the Software or any part thereof to any third party other than the User, (c) modify, translate, copy, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof, or (d) remove or obscure any copyright, trademark or other proprietary notices or legends from any portion of the Software. You may not transfer or make available or share your license credentials to any third party other than the Users. If you share or make such information available to any third party other than the User, this Agreement may be terminated immediately by MolCube, without refund, at MolCube’s option, but without limitation to any other remedies MolCube may have against you. You agree to be financially responsible for any activity resulting from sharing or making your license credentials available to any third party other than the Users.
7. HIGH RISK USES. You acknowledge that the Software is not intended for use in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, certain hospital and medical operations) and you agree not to use or allow the User’s use of the Software or any portion thereof for, or in connection with, any such activity. In the event you intend to use the Software in connection with any high risk or strict liability activity, you must contact MolCube to negotiate a separate license.
8. GOVERNMENT USES. In the event you are part of an agency, department, or other entity of the South Korea Government (“Government”), you are allowed to use and/or access to the Software with an appropriate annual license. In accordance with such provisions, any use of the Software by the Government shall be governed solely by the terms of this Agreement.
9. CONSENT TO USE OF DATA. You agree that MolCube and its affiliates may collect and use technical information gathered as part of the Support (defined below) provided to you, if any, related to the Software, provided however, neither MolCube nor its affiliates is permitted to collect or use any confidential information of you. MolCube may use the information solely to improve the Software or other products provided by MolCube or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies the User.
10. ADDITIONAL SOFTWARE/SERVICES. This Agreement does not entitle you to any support, upgrades, patches, enhancements, or fixes for the Software (collectively, “Support”) unless Support is arranged separately by you with MolCube and an appropriate agreement and payment of any fees associated therewith are agreed upon.
11. UPGRADES. With your valid annual license, you will be able to use the Software and will be provided with software support, including without limitation, bug fixes and error correction, as well as any upgrades to the Software, at no additional cost.
12. TERMINATION. Without prejudice to any other rights, either Party may terminate this Agreement if the other Party fails to comply with the terms and conditions of this Agreement. Moreover, you may terminate this Agreement at any time without cause. Any termination of this Agreement shall also terminate the licenses granted hereunder. In case where the Agreement is terminated due to MolCube’s non-compliance of this Agreement, MolCube will refund to you the amount of fees for the remaining subscription term. Upon termination of this Agreement for any reason, you shall delete, destroy, and remove all copies of the Software.
13. WARRANTY
13.1 MolCube LIMITED WARRANT MolCube warrants that the Software is provided and maintained for you and will perform in accordance with specifications and documentations and will be maintained during the valid license period. MolCube further warrants that neither the Software nor the use of Software by you and the Users hereunder infringes any third party’s intellectual property rights.
13.2 DISCLAIMER of WARRANT EXCEPT FOR THE MOLCUBE LIMITED WARRANT, THE SOFTWARE AND ANY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, and hereby disclaim all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of DESIGN, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION. ALSO, EXCEPT FOR THE MOLCUBE LIMITED WARRANTY, THERE IS NO WARRANTY OR CONDITION OF reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, PERFORMANCE, ACCURACY, with regard to the Software or otherwise arising out of the use of the Software. NO WARRANTY IS MADE THAT PRACTICE OF THE INFORMATION CONTAINED IN THE SOFTWARE WILL LEAD TO ANY PARTICULAR RESULT.
14. INTELLECTUAL PROPERTY. As a condition of your use of the Software, you represent, warrant, and covenant that you and the User will not use the Software: (i) to knowingly violate any applicable law, statute, ordinance or regulation; (ii) to disseminate information or materials in any form or format (“Content”) that is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or (iii) to knowingly disseminate any software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of the Software. You, not MolCube, remain solely responsible for all for the lawfulness of the content included in the Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Software. You acknowledge that all Content that you access using the Software is at your own risk and you will be solely responsible for any damage to any party resulting therefrom.
15. INDEMNITY. Subject to Section 13, you agree that MolCube shall have no liability whatsoever for any unauthorized use you make of the Software. MolCube shall defend, indemnify, and hold harmless you and the User from any claims, damages, liabilities, costs, and fees (including reasonable attorney fees) arising from third party’s claims, actions, and suits incurred in connection with (i) any breach of the warranties and representations of MolCube herein, and (ii) any willful misconduct or gross negligence of MolCube. You shall defend, indemnify, and hold harmless MolCube from any claims, damages, liabilities, costs, and fees (including reasonable attorney fees) arising from third party’s claims, actions, and suits incurred in connection with (i) warranties and representations made by you herein, and (ii) any of your willful misconduct or gross negligence.
16. LIMITATION OF LIABILITY.
16.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY 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 GOODWILL, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE ANY SERVICES IN CONNECTION WITH THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE MAINTENANCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EITHER PARTY’S ENTIRE AGGREGATE LIABILITY UNDER OR RELATING TO THIS AGREEMENT, FOR ANY REASON(S) AND UPON ANY CAUSE(S) OF ACTION WHATSOEVER, SHALL NOT EXCEED THE PRICE ACTUALLY PAID BY YOU FOR THE USE OF THE SOFTWARE.
16.2 The above Section 16.1 is not applicable to any events, costs, or liability described in Section 15 (Indemnity).
17. TERMS OF USE. No online terms of use or any other terms not expressly set forth or incorporated herein shall apply to this Agreement.
18. SECURITY.
18.1 USER RESPONSIBILITY FOR SECURITY. MolCube does not provide extensive cybersecurity monitoring, scanning, or protection services as part of this software. While we take reasonable precautions to develop secure software, users are solely responsible for implementing appropriate security measures, including but not limited to firewalls, antivirus protection, secure access controls, and regular updates. Users acknowledge and accept the risks associated with using the software in their environment.
18.2 NO LIABILITY FOR SECURITY INCIDENTS. MolCube is not liable for any data breaches, hacking incidents, malware infections, or unauthorized access that may occur while using the software. Users assume all risks related to cybersecurity and agree to follow industry best practices to safeguard their systems.
19. GENERAL. This Agreement is the entire agreement between you and MolCube relating to the Software and the support services (if any) and it supersedes all prior or contemporaneous oral or written communications, proposals, representations, and warranties with respect to the Software or any other subject matter covered by this Agreement. No waiver by either Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by such Party. The Software includes confidential information of MolCube. The Content, Users’ information, and any proprietary information MolCube has access to hereunder, is confidential information of you and the Users and MolCube may only use as needed to meet obligations to you hereunder. Neither party shall not use or disclose such confidential information in violation of this Agreement. The Parties agree that a material breach of any confidentiality obligations in this Agreement would cause irreparable injury to the other Party, for which monetary damages would not be an adequate remedy. Such Party shall be entitled to temporary, preliminary, and permanent injunctive relief against the breaching Party in addition to whatever remedies of such Party might have at law. Except as otherwise set forth in this Agreement, no failure by either Party to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder by such Party preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be illegal, unenforceable, or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable, but shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Sections 5-8, 13-16 and 18 shall survive termination of this Agreement. This Agreement shall be governed by and construed under the laws of United States, without regard to conflict of laws principles. Any and all disputes, controversies, or differences arising out of, in relation to or in connection with this Agreement shall be referred to and finally and exclusively settled by the arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce. The tribunal of arbitration shall consist of three (3) arbitrators. Each Party shall select one (1) arbitrator, and the two (2) arbitrators so selected shall choose a third arbitrator who will act the chairman of the tribunal. Such arbitration shall be held in Redwood City, California, USA. The arbitration shall be conducted in English. The award rendered by arbitration shall be final and binding upon both Parties and judgment upon the award may be entered into in any court having jurisdiction for enforcement thereof. The Parties shall treat all matters relating to the arbitration, including, but not limited to, the existence of the arbitration, all documents produced by one Party in the arbitration, or the award rendered by the arbitration as confidential.
EULA FEBRUARY 2025
