PLEASE READ THIS AGREEMENT CAREFULLY, BEFORE CONTINUING WITH THE
DOWNLOAD OR INSTALLATION. BY CLICKING ON THE "I ACCEPT" BUTTON, YOU
(LICENSEE) ACCEPT THE CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT
OR AGREE TO THE CONDITIONS OF THIS AGREEMENT, YOU MUST NOT CONTINUE WITH
THE DOWNLOAD OR INSTALLATION.
This agreement (hereinafter referred to as "Agreement") regulates the
contractual relationship between you as the user (hereinafter referred
to as LICENSEE) and the Max-Planck-Institute für Kohlenforschung
(hereinafter referred to as "MPI"), acting through its
Studiengesellschaft Kohle mbH (hereinafter referred to as "SGK")
concerning the use of the ORCA software and its documentation. These
conditions of use apply to all updates and upgrades.
In accordance with their respective license conditions, several third
party software libraries or products, which are not subject to this
license agreement, are delivered and installed with SOFTWARE. All
relevant license agreements are delivered with SOFTWARE and are accepted
a. "ACADEMIA" refers to all schools, colleges, universities and the
Institutes of the Max-Planck-Gesellschaft zur Förderung der
Wissenschaften e.V. Expressly excluded from this term are
institutions with a connection to the military.
b. "ACADEMIC PURPOSE" refers to research and teaching in ACADEMIA.
Expressly excluded from this term are research and development for
commercial purposes, research and development in cooperation or
other collaboration with or sponsored by a for-profit
organization, research and development for a for-profit
organization and to make research, development or results
available free of charge to a for-profit organization.
c. "SOFTWARE" refers to the Software ORCA, version 4.0 or later,
including its documentation.
d. "PRIVATE USE" refers to the usage of SOFTWARE by a single, private
person for private, non-commercial, not work-related research
only. Expressly excluded from PRIVATE USE is use for a for-profit,
a non-profit, governmental or any other type of organization.
Expressly excluded from PRIVATE USE is a use that results or
contributes to any commercial activity. Expressly excluded from
PRIVATE USE are persons whose work could potentially benefit from
or could potentially be influenced in any way through the usage of
e. "DATA" refers to all data generated by SOFTWARE.
f. "DATABASE" refers to any organized or random collection of DATA.
g. Third party refers to any party LICENSEE involves in using DATA
and/or DATABASES and/or SOFTWARE
2. CONDITIONS OF USE
SOFTWARE may be used exclusively in ACADEMIA for ACADEMIC PURPOSES and
for PRIVATE USE.
SOFTWARE is an academic program code in development. LICENSEE is aware
that it is possible that SOFTWARE will not have standard properties, or
may not be suitable for use or fit for a particular purpose.
If SOFTWARE is being used by a research group, LICENSEE guarantees such
research group members' compliance with the rights and obligations
arising from this Agreement and shall be available to the MPI and SGK as
a point of contact.
3. USAGE AND LIMITATIONS
LICENSEE is entitled to use the SOFTWARE within the scope of the
Agreement. The license granted to LICENSEE under this Agreement is a
simple, non-exclusive, non-transferable and non-sublicensable right to
use SOFTWARE in ACADEMIA for ACADEMIC PURPOSES and for PRIVATE USE,
limited in time to the term of this Agreement.
Use in accordance with the Agreement includes installation of the
SOFTWARE and loading, display and running of the installed SOFTWARE.
LICENSEE may duplicate SOFTWARE insofar as such duplication is required
to use SOFTWARE.
LICENSEE is not entitled:
a. to transfer SOFTWARE or make it available to third parties in any
form apart from the exceptions expressly specified in this
Agreement. In particular, LICENSEE is not permitted to sell, loan,
lease or rent the SOFTWARE or sub-license it in any other way, or
to reproduce SOFTWARE or make it accessible publicly;
b. to use SOFTWARE in the context of cooperation agreements, project
work or other collaboration with for-profit organizations, or with
governmental and/or non-profit organizations that do not qualify
as ACADEMIA. This includes contract calculations for third
parties. If all partners have a valid license for SOFTWARE or for
the contract calculations, the limitations of 3 b) do not apply;
c. to share data generated with SOFTWARE with third parties for other
purposes than ACADEMIC PURPOSES. Publication of data in a
scientific journal is expressly permitted.
d. to share DATA to a database other than under the following
conditions: DATA may only be shared, in whole or in part, for
non-commercial purposes and according the conditions of this EULA,
with the exception that DATA may be sub-licensed. The shared DATA
must include a copyright notice and a notice that explicitly
refers to this EULA and the disclaimer of warranties, repeating
the wording, according to clause 7 hereunder.
e. Any software using DATA, even if only partly and /or any software
produced, even if only partly, with DATA obtained by SOFTWARE must
be used subject to the conditions of this EULA, with the exception
that DATA may be sub-licensed.
f. to use DATA to generate DATABASES which may be used for commercial
purposes or to upload DATABASES to databases, which do not
prohibit commercial purposes. Software may only be used to
generate DATABASES for ACADEMIC PURPOSES under open source
g. to use SOFTWARE or DATA for machine learning except for ACADEMIC
h. to modify, translate, reverse engineer, decompile or disassemble
SOFTWARE or parts of it, to create works derived from SOFTWARE or
parts of it, or to duplicate, translate or modify it or derive
works from it outside the scope of this Agreement;
i. to transfer SOFTWARE from one computer via a network or other data
transfer channel to another computer or another receiving device
if said transfer is not within the scope of this Agreement;
j. to remove copyright marks.
Any and all ownership rights of MPI and/or SGK in and to SOFTWARE shall
remain unaffected, even if LICENSEE changes SOFTWARE or combines it with
LICENSEE's own programs or those of a third party.
5. OBLIGATIONS OF LICENSEE
LICENSEE shall immediately notify SGK if LICENSEE or ACADEMIA LICENSEE
is working for, is filing a patent as a result of LICENSEE's use of
LICENSEE already assigns all claims against third party which violates
license terms under which LICENSEE made DATA public or accessible to
that third party in any way, including but not limited to DATABASES, to
the MPI and SGK. If LICENSEE excluded third party from liability,
LICENSEE is fully liable for any damages arising from the violation by
the third party to the MPI and SGK.
MPI and SGK are entitled to use the information in the patent
application for marketing purposes and to publish it for this specific
If results obtained with SOFTWARE are published in the scientific
literature, LICENSEE shall reference the SOFTWARE as:
"F. Neese: Software update: the ORCA program system, version 4.0 (WIREs
Comput Mol Sci 2018, 8:e1327. doi: 10.1002/wcms.1327)". Using specific
methods included in SOFTWARE may require citing additional articles, as
described in the manual. LICENSEE agrees to honor the request to cite
additional papers as appropriate.
The license shall be made available to LICENSEE free of charge.
Neither MPI nor SGK shall be obliged to provide any maintenance or
support for SOFTWARE.
7. DISCLAIMER OF WARRANTY
There is no warranty for SOFTWARE, to the extent permitted by applicable
law. Except when otherwise stated in writing, the copyright holders
and/or other parties provide SOFTWARE "as is" without warranty of any
kind, either expressed or implied, including, but not limited to, the
implied warranties of merchantability and fitness for a particular
purpose. The entire risk as to the quality and performance of SOFTWARE
is with LICENSEE. Should SOFTWARE prove defective, LICENSEE assumes the
cost of all necessary servicing, repair or correction.
8. LIMITATION OF LIABILITY
In no event unless required by applicable law or agreed to in writing
will any copyright holder, or any other party who modifies and/or
conveys SOFTWARE as permitted above, be liable to LICENSEE for damages,
including any general, special, incidental or consequential damages
arising out of the use or inability to use SOFTWARE (including but not
limited to loss of data or data being rendered inaccurate or losses
sustained by LICENSEE or third parties or a failure of SOFTWARE to
operate with any other programs), even if such holder or other party has
been advised of the possibility of such damages.
9. INTERPRETATION OF SECTIONS 7 & 8
If the disclaimer of warranty and limitation of liability provided above
cannot be given local legal effect according to their terms, reviewing
courts shall apply local law that most closely approximates an absolute
waiver of all civil liability in connection with the SOFTWARE, unless a
warranty or assumption of liability accompanies a copy of the SOFTWARE
in return for a fee.
The Agreement is concluded for an unlimited period.
The right to extraordinary termination for cause remains unaffected.
In the event of termination, LICENSEE shall surrender use of SOFTWARE,
remove all copies of SOFTWARE installed on his or her computers and
either immediately return any backup copies created to SGK or, at its
discretion, destroy such copies.
11. OTHER PROVISIONS
The law of the Federal Republic of Germany applies to this Agreement.
Application of the UN Convention on the International Sale of Goods
(CISG) is excluded.
The place of jurisdiction for all disputes is, to the extent permitted
by law, Düsseldorf.
MPI and SGK reserve the right to change these conditions of use without
specifying reasons, unless the change is unreasonable for LICENSEE to
accept. LICENSEE shall be notified of any changes to the conditions of
use without delay. If LICENSEE does not object to the application of the
modified conditions of use within a period of 2 weeks, the modified
conditions of use are deemed to have been accepted by LICENSEE.
Version: June 2021