Software License Agreement This is a license between you ("Licensee") and BIOSAXS GmbH, Notkestraße 85, Geb. 25a, 22607 Hamburg, Germany ("Licensor"). Licensor and Licensee are hereinafter also referred to individually as "Party" and collectively as "Parties". BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THIS "SOFTWARE, THE INDIVIDUAL OR ENTITY LICENSING THE SOFTWARE ("LICENSEE") IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT THE LICENSEE MUST NOT INSTALL OR USE THE SOFTWARE. § 1 Definitions (1) "Licensed Software", means the current version of the "All That Small Angle Scattering" (ATSAS) software package developed by EMBL and by Licensor, pursuant to this Agreement and set out in Schedule 1. (2) "Agreement" means this Software License Agreement. (3) "Site" means a set of contiguous buildings in one location. (4) "Scientific Literature" means written text published in peer-reviewed journals or peer-reviewed books. (5) “License Period” means the time frame, during which ATSAS can be used by Licensee. It is defined in a quotation from Licensor to Licensee and confirmed in Licensee's purchase order to Licensor. § 2 Scope of this Agreement, (1) Licensor has agreed with Licensee to grant Licensee a non-exclusive license to use and exploit the Licensed Software set out in Schedule 1 subject to the terms and conditions of this Agreement. (2) The Licensed Software comprises the executable binaries of the software and the documentation in accordance with Schedule 1. § 3 Grant of Rights (1) Licensor hereby grants to Licensee the non-exclusive, non-transferable right to use and to copy the Licensed Software without limitation in manner subject to the terms of this Agreement. The non-exclusive license will be granted for the following territory: all countries (worldwide) with respect to the restrictions of the foreign trade and export regulations of the Federal Republic of Germany by the Licensee. Licensor does not transfer the source code to Licensee. The Licensee is not entitled to grant sub-licenses. There is no need to give a reason for refusing to grant consent for sub-licenses by Licensor. (2) The right to use and exploit is limited for personal and internal use by Licensee on one operating system and to use the Licensed Software only at one Site. Licensee will receive the Licensed Software per download only and is not entitled to receive from Licensor hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Licensed Software, except as specified below in section 10 "Support". (3) The right to copy the Licensed Software granted to Licensee herein is limited to the installation of the Licensed Software on a computer system which is in Licensee’s immediate possession and a copy thereof which is required for the loading, display, running, transfer or storage of the Licensed Software as well as to the right for an authorized person to make two copies for security backup purposes, as stated in sec. 69 d para. (2) UrhG (German Copyright Act). The Licensee shall visibly affix the note "backup copy" and a copyright notice of the Licensor or EMBL to the backup copies created. (4) The right to revise the Licensed Software granted to Licensee herein is limited to the maintenance or reinstatement of the agreed functionality of the Licensed Software. (5) The right to decompile the Licensed Software granted to Licensee herein is only granted under the terms of sec. 69 e para. (1) nos. 1 to 3 UrhG and within the limits of sec. 69 e para. (2) nos. 1 to 3 UrhG. (6) No more extensive rights to use and exploit the Licensed Software are granted to Licensee. (7) Upon Licensor's reasonable request, Licensee shall provide Licensor with an update on the Licensee's use of the Licensed Software to ensure that such use is consistent with the rights granted to Licensee herein. § 4 Delivery and Installation of the Licensed Software (1) Licensor shall deliver the necessary number of copies of the Licensed Software for the exercise of the rights to use and exploit granted to Licensee herein in machine readable form transferred by remote data transfer. Licensee shall receive software documentation as electronic document in English. The parties agree Licensor’s registered office as the place of performance for the delivery of the Licensed Software. Licensee shall bear all costs and risks related to such delivery. Upon transfer of the Licensed Software, the risk of transportation (particularly the risk of accidental loss or destruction) of the copies of the Licensed Software passes to Licensee. (2) The Licensed Software shall be installed by Licensee. Licensee must notify Licensor in writing / by email of the respective installation locations of the copies of the Licensed Software. This shall also apply to any later change of installation locations. (3) All copies of the Licensed Software shall remain in the sole ownership of Licensor until the complete payment of the license fees. Upon breach of contract by Licensee, in particular on default of payment, Licensor shall be entitled to require at Licensee’s expense the return of all copies of the Licensed Software in which Licensor has retained ownership, or if applicable, to demand the assignment of Licensee’s right of return against third parties. In such case upon Licensor’s request Licensee shall confirm in writing that no copies of the Licensed Software were retained and that all installations of the Licensed Software have been irrevocably deleted from Licensee’s or third party’s systems. Before the unconditional transfer of ownership, Licensee shall only dispose of rights in the Licensed Software with the written consent of Licensor. § 5 License Fees (1) The license fees owed by Licensee to Licensor for the grant of rights hereunder are defined in a quotation from Licensor to Licensee and confirmed in Licensee's purchase order to Licensor. License fees plus applicable VAT are payable within 30 (thirty) days of receipt of an invoice from Licensor. (2) If Licensee is in default of payment, the outstanding amount shall bear interest at the rate of eight percent over the then current basic rate of interest. This shall not affect any more extensive rights. (3) All amounts stated in this Agreement are excluding any applicable Value Added Tax, unless explicitly stated otherwise. The current rate of statutory Value Added Tax shall be invoiced and paid in addition to all fees. Licensor shall state the rate and amount of Value Added Tax separately on the invoice. (4) Payments shall be made at no cost to Licensor to: BIOSAXS GmbH, Postbank Niederlassung der Deutsche Bank AG, Germany, BLZ (bank code) 44010046, Account number 278394468, IBAN: DE20 4401 0046 0278 3944 68, SWIFT Code PBNKDEFFXXX § 6 Rights in Case of Defects (1) The software provided by Licensor shall be substantially in accordance with the Software description. Rights in case of defects shall be excluded in the case of minor or immaterial deviations from the agreed or assumed characteristics nor in the case of just slight impairment of use. Software descriptions shall not be deemed guaranteed unless separately agreed in writing. In respect of updates, upgrades and the delivery of new versions, Licensee’s rights in case of defects shall be limited to the new features of the update, upgrade or new version compared to the previous version release. (2) If Licensee demands replacement performance because of a defect, Licensor has the right to choose between the improvement, replacement delivery or replacement of services. If the defect is not cured within a first time limit and Licensee has set Licensor a reasonable second time limit without success or if a reasonable number of attempts to remedy, replacement deliveries or replacement services are unsuccessful, then Licensee may, subject to the statutory prerequisites, at its option withdraw from this Agreement or reduce the price and claim damages or reimbursement of costs. The remedying of the defect may also take place through the delivery or installation of a new program version or a work-around. If the defect does not or not substantially impair the functionality, then Licensor is entitled, to the exclusion of further rights in case of defects, to remedy the defect by delivering a new version or an update as part of its version, update and upgrade planning. (3) Defects must be notified in writing with a comprehensible description of the error symptoms, as far as possible evidenced by written recordings, hard copies or other documents demonstrating the defects. The notification of the defect should enable the reproduction of the error. This shall not affect the statutory obligation of Licensee to inspect and notify defects. (4) Licensee’s rights in case of defects are limited to the License Period and the period shall begin on the date of delivery of the first copies of the Licensed Software including software documentation. (5) Licensee shall inspect the delivered items without delay for any transport damage and other apparent defects preserve the appropriate evidence and assign any claims for recourse to Licensor while handing over the documents. (6) Any claims for damages are subject to the limitations set forth under § 8. (7) If the defect is caused by the defective products of a supplier and the supplier does not act as an assistant in performance of Licensor, rather Licensor is merely passing on a third party product to Licensee, then Licensee’s rights in case of defects shall at first hand be limited to the assignment of Licensor’s rights in case of defects against its supplier. This shall not apply, when the defect is caused by improper handling of the supplier’s product for which Licensor is responsible. If Licensee is unable to assert his rights in case of defects against the supplier out of court, Licensor’s subsidiary liability for Licensee’s rights in case of defects shall remain unaffected. (8) Amendments or additions to the services or items delivered which Licensee carries out itself or through third parties, shall cause Licensee’s rights in case of defects to be cancelled, unless Licensee proves that the amendment or addition did not cause the defect. Licensor shall also not be responsible for defects, which are caused by improper use or improper operation or the use of unsuitable means of operation by Licensee. (9) Licensor may refuse to remedy defects or deliver replacements, until Licensee has paid the agreed fees to Licensor, less an amount which corresponds to the economic value of the defect. § 7 Rights in Case of Defects in Title (1) The software delivered or provided by Licensor shall be free from third party rights, which prevent the use in accordance with the contract. Excepted from this are customary retentions of title. (2) If third parties are entitled to such rights and they pursue these, then Licensor shall do everything in its power, in order to defend the software at its own expense against the third party rights claimed. Licensee shall inform Licensor in writing without delay of the claiming of such rights by third parties and shall give Licensor all powers of attorney and authorizations which are necessary in order to defend the software against the third party rights claimed. (3) To the extent that there are defects in title, Licensor is (a) entitled at its option to either (i) take legitimate measures to remove the third party rights, which impair the contractual use of the software, or (ii) remedy the enforcement of such claims, or (iii) change or replace the software in such a manner, that it no longer infringes the rights of third parties, provided and to the extent that this does not substantially impair the warranted functionality of the software, and (b) under an obligation to reimburse Licensee for its necessary refundable costs incurred in the enforcement of legal claims. (4) If a release under para. (3) within a reasonable time limit set by Licensee, then Licensee may subject to the statutory prerequisites at its option withdraw from this Agreement or reduce of the price and claim damages. (5) In all other respects § 6 para. (4), (6) and (9) apply accordingly. § 8 Liability, Damages (1) Licensor shall be liable under the terms of this Agreement only in accordance with the provisions set out under (a) to (e): (a) Licensor shall be unrestricted liable for losses caused intentionally or with gross negligence by Licensor, its legal representatives or senior executives and for losses caused intentionally by other assistants in performance; in respect of gross negligence of other assistants in performance Licensor’s liability shall be as set forth in the provisions for simple negligence in (e) below. (b) Licensor shall be unrestricted liable for death, personal injury or damage to health caused by the intent or negligence of Licensor, its legal representatives or assistants in performance. (c) Licensor shall be liable for losses arising from the lack of any warranted characteristics up to the amount which is covered by the purpose of the warranty and which was foreseeable for Licensor at the time the warranty was given. (d) Licensor shall be liable in accordance with the German Product Liability Act in the event of product liability. (e) Licensor shall be liable for losses caused by the breach of its primary obligations by Licensor, its legal representatives or assistants in performance. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which Licensee may rely. If Licensor breaches its primary obligations through simple negligence, then its ensuing liability shall be limited to the amount which was foreseeable by Licensor at the time the respective service was performed. (2) Licensor shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen had proper and regular data backup measures been taken. (3) Any more extensive liability of Licensor is excluded on the merits. § 9 Promotional Advertising & References (1) Licensee may use the name "ATSAS" in its promotional advertising, product literature, and other similar promotional materials to be disseminated to the public or any portion thereof. Licensee agrees to identify Licensor in any promotional advertising or other promotional materials mentioning ATSAS to be disseminated to the public, or any portion thereof. (2) Licensee agrees to cite the use of the Licensed Software in all related scientific publications, posters, grant applications, institutional reports or brochures. Licensee agrees further that any reference to the Licensed Software will cite one or more publications as set forth in the software documentation and in the text generated by the Licensed Software, and is in agreement with common scientific practice. (3) Any opinion, findings, conclusions or recommendations expressed in the ATSAS software package are those of the authors and do not necessarily reflect the views of EMBL and Licensor. § 10 Support and Updates (1) Support means assistance during the installation process of the Licensed Software. (2) Licensor provides Support remotely only and only to such an extent, which is permitted due to possible restrictions within Licensees IT infrastructure. (3) Licensee is responsible for providing the system environment in accordance with the system requirements for Licensed Software. (4) Scientific Service e.g., in operating the Licensed Software to provide sensible results is not covered by this Agreement and may be subject to an additional written Service Agreement. (5) Licensor provides updates including new major version releases of the Licensed Software within the License Period. § 11 Notices Any notice to be given under this Agreement shall be in writing by email. For Licensor, any such notice shall be sent to info@biosaxs.com. § 12 Data Protection The Parties shall comply with (i) the European Regulation 2016/679 relating to the processing of personal data as of its date of application and (ii) any regulation relating to the processing of personal data applicable during the term of this Agreement (altogether, “Applicable Data Protection Legislation”). The Parties commit in particular to: (a) communicate to each other, personal data relating to data subjects only to the extent that the personal data have been legally collected and processed; (b) guarantee that they have duly informed data subjects in compliance with the Applicable Data Protection Legislation, and that, where required, they have obtained a valid consent from data subjects, in particular in relation to the processing made by the Parties for the purpose of this Agreement; (c) process the personal data for the sole purposes as strictly necessary for the performance of the Agreement and as strictly agreed by the Parties; (d) share the personal data collected and processed as a result of the Agreement only with third parties which would provide the same guarantees as the one defined hereunder; (e) refrain from transferring personal data with third parties located out of the European Economic Area without having first obtained the other Party’s consent; (f) implement technical and organizational measures to ensure an adequate level of protection to the personal data processed; and (g) delete all personal data after they are no longer necessary for the purpose of the Agreement or upon request of the other Party. § 13 Taxes The Licensee will be solely responsible for paying all taxes (including sales, use, consumption, withholding, and value-added taxes and similar taxes), other than Licensor’s income taxes, that are imposed on or result from the Licensee’s purchase, license, or use of Licensor products and services. If Licensor is required by law to collect and remit any such taxes, Licensor may invoice the Licensee for such taxes and the Licensee agrees to pay the invoiced amount to Licensor. If the Licensee is required by the respective jurisdiction where the licensed products are used, or where services are provided, to withhold taxes from payments to Licensor, the Licensee may withhold from the total amount due to Licensor the minimum amount required. The Licensee may only withhold taxes related to a payment at the time of such payment. The Licensee must then promptly pay that amount to the appropriate tax authority and provide Licensor with an official receipt for the payment within 60 days of then Licensee’s payment. § 14 Export Compliance The Licensee shall comply with all applicable national and international (re-)export control laws and regulations (e.g., embargo and/or dual-use regulations), particularly of the Federal Republic of Germany and the European Union. The Licensee shall follow all necessary procedures required by these laws and regulations, particularly applying for required (re-)export approvals at the appropriate export control authority. Goods and know-how acquired from Licensor are for exclusive use for non-military and peaceful purposes only. Completion and execution of the Agreement are subject to export control legal admissibility. In case of doubts regarding the export control legal admissibility, Licensor will contact the competent authorities for the purpose of obtaining a “Nullbescheid” or other information without being liable for damages caused by delays. § 15 Confidentiality (1) Both Parties shall treat all statements, data and information mutually obtained within the scope of this Agreement and its execution in strict confidence, especially those connected with the subject of the license. The Licensee shall only utilize this information for the purpose envisaged in this Agreement ‎ (2) The obligations of confidentiality shall continue to apply even beyond the term of this Agreement unless the confidential information is part of state of the art. (3) Licensee will not forward information entrusted to it to third parties. This also applies to all persons employed by the Licensee who come into contact with this information. A breach shall entitle Licensor to terminate the Agreement; any claims for damages shall remain unaffected. (4) This does not apply to information which is state of the art or is otherwise public knowledge or can be proved to have been produced independently or obtained legally from third parties. § 16 Final Provisions (1) Amendments or additions to this Agreement must be made in writing and signed by authorized representatives of both Parties to be effective. This shall also apply to amendments of this written form requirement. (2) This Agreement shall be governed by the laws of the Federal Republic of Germany except for the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods dated 11.4.1980). (3) The courts for Licensor’s registered office shall have exclusive jurisdiction over all disputes under and in connection with this Agreement, provided that Licensee is a merchant within the meaning of the German Commercial Code or if upon the commencement of legal proceedings, Licensee has no place of business or ordinary residence in the Federal Republic of Germany. (4) All expenses, costs and charges in connection with the negotiation and conclusion of this Agreement, including costs of legal advice, are to be borne by the Party which commissioned the relevant services or caused the costs, charges and levies in some other way. (5) Licensee may not assign or transfer any rights or obligations arising from this Agreement in whole or in part, to any third party without Licensor’s prior formal approval. Such approval may not be unreasonably withheld. (6) Nothing in this Agreement creates, implies or evidences any partnership or joint venture between the Parties, or the relationship between them of principal and agent. Neither Party has any authority to make any representation or commitment, or to incur any liability, on behalf of the other. Schedule 1. Programs of the ATSAS Suite ATSAS is a software suite for the analysis of small angle scattering (SAS) data from biological macromolecules in solution. It contains modules for 1. primary data processing and assessment, 2. ab initio bead modelling, 3. validation and refinement of a priori models, 4. methods for the analysis of flexibility and mixtures, 5. hybrid modelling methods which combine of a priori available information (e.g., from X-ray crystallography) with experimental small angle scattering data. The key modules are described below. 1. Primary data processing and assessment The program PRIMUS plots one-dimensional SAS data and allows to perform arithmetic manipulations (such as averaging, subtraction, merging) with experimental SAS data, compare SAS data, evaluate the overall parameters such as radius of gyration and forward scattering from the Guinier approximation and Porod volume. The program GNOM is an indirect transform program for SAS data processing. It reads in one-dimensional scattering curves (possibly smeared with instrumental distortions) and evaluates the particle pair distance distribution function p(r) (for monodisperse systems) or the size distribution function D(R) (for polydisperse systems). GNOM can be called from PRIMUS graphical user interface. 2. Ab initio bead modelling The programs DAMMIN and DAMMIF implement methods to restore ab initio low resolution shape of a particle based on SAS data. These programs construct models consisting of hundreds of densely packed spheres (called "beads" or "dummy atoms") such that the scattering pattern computed from the model fits the input data. MONSA is an extended version of DAMMIN which allows one to fit simultaneously multiple curves (e.g., from X-ray data from subdomains of the particle and/or neutron contrast variation series). GASBOR is a program for ab initio reconstruction of protein structure by a chain-like ensemble of spheres with 1.9 Å radius (called "dummy residues"). 3. Validation of a priori models CRYSOL is a program for computing the small angle X-ray scattering (SAXS) patterns from known atomic models (of proteins, nucleic acids etc.) and fitting it to experimental SAXS data. CRYSON is a reimplementation of CRYSOL, adopted to work with small angle neutron scattering (SANS) data. 4. Methods for the analysis of flexibility and mixtures A set of programs to determine volume fractions of mixtures, model multicomponent systems, flexibly refine high resolution models and for ensemble optimization of flexible proteins. OLIGOMER fits an experimental scattering curve from a multi component mixture of proteins to find the volume fractions of each component in the mixture. EOM is a program that fits an averaged theoretical scattering intensity derived from an ensemble of conformations to experimental SAXS data. 5. Hybrid modelling methods A set of tools designed for the modelling of multi subunit complexes, multi domain proteins, symmetric oligomers as well as atomic structures and shape analysis. SASREF performs quaternary structure modelling of a complex formed by subunits with known atomic structure against the SAXS data set. Further, it can simultaneously fit multiple SAXS data sets from the sub complexes, if available, and account for the particle symmetry. BUNCH performs modelling of multi domain proteins against SAXS data using a combined rigid body and ab initio modelling approach. The program allows determination of three-dimensional domain structure of proteins based on multiple scattering data sets from deletion mutants when the structure(s) of individual domains are available. CORAL performs SAXS-based rigid body modelling of complexes, one or several of whose components lack some fragments, e.g., termini portions or inter domain linkers are missing.