Schrödinger, Inc. (“Schrödinger”) maintains this web site and other Schrödinger web sites that are linked to this site (collectively “the Site”) and all the information, communications, software, scripting, photos, text, video, graphics, music, sounds, images and other materials and services found on the Site (collectively “Content”), for the use of its customers, employees and members of the general public, but only for the lawful purposes described below.
ACCEPTANCE OF CONTRACT TERMS; JURISDICTION
Your use of the Site constitutes your agreement to all the terms, conditions and notices contained herein.
The Site is controlled and operated in whole or in part by Schrödinger from its offices within the United States. BY ACCESSING THE SITE YOU AGREE THAT THE STATUTES AND LAWS OF THE UNITED STATES AND THE STATE OF DELAWARE, U.S.A., WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, WILL APPLY TO ALL MATTERS RELATING TO USE OF THE SITE, AND YOU AGREE THAT ANY LITIGATION SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL COURTS IN DELAWARE, U.S.A. Those who access the Site from other locations do so at their own risk and are responsible for compliance with applicable local laws. Schrödinger makes no representation that the Content or the Site are appropriate or available for use in other locations, and access to it from territories where the Content or the Site are illegal is prohibited. You acknowledge that Schrödinger reserves the right in its sole discretion to refuse or terminate access to the Site by you at any time.
RESTRICTIONS ON USE OF CONTENT
You may need to register to use all or part of the Site. Schrödinger may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not Schrödinger, are responsible for any use or misuse of your user name or password, and you must promptly notify Schrödinger of any confidentiality breach or unauthorized use of your user name or password, or your Site account.
The Site may make available listings, descriptions and images of goods, services or Software (as defined below) or related coupons or discounts (collectively, “Products”), as well as references and links to Products. Such Products may be made available by Schrödinger or by third parties, and may be made available for any purpose, including general information purposes. The availability through the Site of any listing, description or image of a Product does not imply our endorsement of such Product or affiliation with the provider of such Product. We make no representations as to the completeness, accuracy, reliability, validity or timeliness of such listings, descriptions or images (including any features, specifications and prices contained therein). Such information and the availability of any Product (including the validity of any coupon or discount) are subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and are for convenience only. It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws (including minimum age requirements) regarding the purchase, possession and use of any Product.
All software that is made available to view and/or download from the Site (“Software”) is owned by and is the copyrighted work of Schrödinger and/or its suppliers and is protected by copyright laws and international treaty provisions. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties.
We may make available the ability to purchase or otherwise obtain certain Products through the Site (a “Transaction”). If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, you represent that the applicable Products will be used only in a lawful manner.
Schrödinger reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any Product; to impose conditions on the honoring of any coupon, discount or similar promotion; to bar any user from making any Transaction; and to refuse to provide any user with any Product. Refunds and exchanges will be subject to Schrödinger’s applicable refund and exchange policies. You agree to pay all charges incurred by you or on your behalf through the Site, at the prices in effect when such charges are incurred, including all shipping and handling charges. In addition, you are responsible for any taxes applicable to your Transactions. While it is our practice to confirm orders by e-mail, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service.
Products will be shipped to an address designated by you, if applicable, so long as such address is complete and complies with the shipping restrictions contained on the Site. All Transactions are made pursuant to a shipment contract and, as a result, risk of loss and title for Products pass to you upon delivery of the Products to the carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments.
SUBMISSIONS OF INFORMATION
Although Schrödinger provides certain encryption in an effort to protect the electronic transmission of credit card numbers (“financial information”) and other information that you submit to Schrödinger through the Site, Schrödinger does not guarantee the security of any information transmitted to or from the Site. You agree to assume the security risk for any information you provide using the Site.
Site visitors may make available certain materials (each, a “Submission”) through or in connection with the Site, including on profile pages or on the Site’s interactive services, such as message boards and other forums, and chatting, commenting and other messaging functionality. Schrödinger has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SITE, YOU DO SO AT YOUR OWN RISK.
For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to Schrödinger a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).
In addition, if you provide to Schrödinger any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Site or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Schrödinger under any fiduciary or other obligation.
You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submissions, and your provision thereof through and in connection with the Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.
Schrödinger may (but has no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the Site, or analyze your access to or use of the Site.
RULES OF CONDUCT
In connection with the Site, you must not:
- Post, transmit, or make available through or in connection with the Site any unlawful, threatening, degrading, threatening, hateful, intimidating, libelous, defamatory, fraudulent, obscene, indecent, scandalous, inflammatory, pornographic, profane, or otherwise tortious or objectionable material, or any other material that could give rise to any civil or criminal liability under the law , including any proprietary right, or could otherwise fail to respect the rights and dignity of others.
- Post, transmit or otherwise make available through or in connection with the Site any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
- Harvest or collect information about users of the Site.
- Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, including by hacking or defacing any portion of the Site; or violate any requirement, procedure or policy of such servers or networks.
- Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Site except as expressly authorized herein, without Schrödinger’s express prior written consent.
- Remove any copyright, trademark or other proprietary rights notice from the Site.
- Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service, without Schrödinger’s express prior written consent.
- Systematically download and store Site content.
THIRD PARTY MATERIALS
Certain Site functionality may make available access to information, products, services and other materials made available by third parties, including Submissions (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.
Schrödinger makes no representations or warranties whatsoever about any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Schrödinger has no obligation to monitor Third Party Materials, and Schrödinger may block or disable access to any Third Party Materials (in whole or part) through the Site at any time. In addition, the availability of any Third Party Materials through the Site does not imply Schrödinger’s endorsement of, or affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.
YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).
DISCLAIMER OF WARRANTY
LIMITATION OF LIABILITY
SCHRÖDINGER WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO (A) THE USE OF OR THE INABILITY TO USE THE SITE, ITS CONTENT OR LINKS, OR (B) ANY PRODUCTS OR THIRD PARTY MATERIALS. SCHRÖDINGER WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE SITE. WITHOUT LIMITING THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF SCHRÖDINGER FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO SCHRÖDINGER TO USE THE SITE.
TRADEMARKS AND SERVICE MARKS
SCHRÖDINGER and other trademarks and service marks, such as product and service names, found on the Site are owned by Schrödinger or by third parties. No Schrödinger trademark or service mark may be used as a hyperlink without prior written permission. Your use of Schrödinger’s marks in advertising and the promotion of Schrödinger’s products and services requires an accompanying statement that the marks belong to Schrödinger.
Any rights not expressly granted herein are reserved.
Schrödinger hereby notifies you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that Schrödinger does not endorse any of the products or services listed on such site.
COPYRIGHT INFRINGEMENT CLAIMS
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send to Company a written notice by mail or e-mail, requesting that Company remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to Manasi Parekh, Deputy General Counsel as follows: By mail to Manasi Parekh, Schrödinger Legal, 1540 Broadway, 24th Floor, New York, NY 10036; or by e-mail to firstname.lastname@example.org. The Company’s DMCA Agent’s phone number is (212) 295-5800.
We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.