Commercial License for CAS Content
Accessed Through CAS Common Chemistry API*These Terms of Use are applicable exclusively to commercial use of CAS Content access through theCAS Common Chemistry API. Non-Commercial use of such CAS Content is subject to the terms set
forth in Creative Commons Attribution – NonCommercial 4.0 International (CC BY-NC 4.0).*

Terms of Use
These Terms of Use set forth the terms under which CAS, a division of the American Chemical Society(“CAS” or “Company”), grants to your organization (“Licensee”), a commercial license to access and use
the API and CAS Content for Commercial Use.
By accessing and using the API and CAS Content, Licensee accepts and agrees to be bound by theseTerms of Use. CAS and Licensee may each be referred to herein individually as a "Party" or collectively as
the "Parties." For the avoidance of doubt, Licensee’s access and use of the API and CAS Content throughCAS solutions including, but not limited to, CAS’ SciFinder Discovery Platform, SciFinder, STN IP Protection
Suite, STNext. and CAS Services (collectively the “CAS Solutions”) shall continue to be governed by suchseparate license agreement(s) between CAS and Licensee. These Terms of Use in no way supplement orreplace such other agreement(s) between the Parties or Licensee’s use of CAS Solutions. For a complete
list of the CAS Solutions portfolio visit www.cas.org.
1. Definitions.
a. API. The CAS Common Chemistry Application Programming Interface and any API documentationor other CAS Common Chemistry API materials made available by CAS.
b. Application(s). Web or other software services or applications developed by Licensee or any
third-party on behalf of Licensee, to interact with the API.
c.

CAS Content. The API output, drawn from CAS’ proprietary databases of scientific and technicalinformation, which includes CAS-curated content contained within CAS Common Chemistry,comprised of substance data for nearly 500,000 chemical substances from CAS REGISTRY®,
including the following where available: CAS RN, chemical name, synonyms, chemical structure
representation(s), and basic compound properties.

d. Commercial Use. Accessing or using the CAS Content for commercial advantage or financial
gain.
e. Integration. Licensee’s application, software, technology, services, or materials that will connect
to, input data, and receive output from the API.
f.

Key Contact. A Key Contact is an individual designated by Licensee as the administrative point ofcontact.

g. License. Licensee’s right to use the CAS Content through the API as set forth in these Terms ofUse.
h. Licensee. The legal entity listed on the Order licensing the right to use the CAS Content obtained
through the API.

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i.

Order. The API and CAS Content licensing document(s), including, but not limited to, quotes,proposals, orders, agreements and amendments to any of the foregoing, which set forth the detailsof Licensee’s purchase of the CAS Content license. These Terms of Use are incorporated byreference and made a part of Licensee’s Order.

j.

Personal Data. Information reasonably related to an identified or identifiable natural person.

k.

Term. The initial period of the License, or a subsequent renewal period in which Licensee licenses
access to the CAS Content.

2. License.
CAS grants Licensee a limited, revocable, non-exclusive, non-transferable, nonsublicensable license to use the API and CAS Content accessed through the API solely for private,internal purposes related to Licensee’s business. Licensee’s rights to use the API and CAS Content
are completely stated herein, no implied licenses are granted and Licensee has no other or additionalrights. CAS reserves all rights that are not expressly granted.
3. Term. The initial Term of the License is set forth in Licensee’s Order. This License will automaticallyrenew for a term equal to the immediately preceding Term. Licensee must notify CAS at least thirty (30)days in advance of renewal if Licensee does not desire to continue to license the CAS Content following
the end of a Term.
4. License Fees. License Fees for the initial Term are set forth in Licensee’s Order.
5. Invoicing. Invoices will be in US Dollars. Licensee must pay all invoiced amounts in accordance withpayment terms set forth on the CAS invoice. License Fees are non-refundable. If Licensee hasrequested, and CAS has approved, providing Licensee’s invoice to a third party for payment, in theevent such third party fails to submit payment to CAS, Licensee remains fully liable for the amount ofthe unpaid License fees. If Licensee fails to pay timely the License fees, CAS may immediately
terminate the Order and License.
6. Key Contact. Licensee will designate at least one individual to serve as Licensee’s administrative pointof contact with CAS. Licensee will provide CAS with updated contact information if an administrative
contact is added or changed.
The Key Contact will serve as CAS’ first point of contact for questions or usage issues regarding theCAS Content or API. In the event CAS contacts the Key Contact regarding actual or potential
unauthorized use of the CAS Content pursuant to these Terms of Use, the Key Contact and Licensee
will use their best efforts to assist CAS in investigating and resolving such issues.
7. Information Use Policy. The CAS Information Use Policy, available at https://www.cas.org/legal, andincorporated herein by reference, describe the permissible use of the CAS Content. Such policies may
be changed at the discretion of CAS. In the event of a conflict between the Order, including these Termsof Use, and the Information Use Policy, the Order shall control.
8. Use Restrictions. Except as expressly permitted under these Order, Customer may not:a.

Whether in whole or in part, copy, modify, or create derivative works of the API, or the CAS
Content searched and retrieved via the API;b.

Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise
make available to a third party the API or CAS Content;c.

Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to deriveor gain access to any software component of the API, in whole or in part;d.

Remove any proprietary notices from the API or the CAS Content;e.

Use the API or CAS Content in any manner or for any purpose that infringes,

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misappropriates, or otherwise violates any intellectual property right or other right of any
person or entity, or that violates any applicable law;f.

Combine or integrate the API or CAS Content with any application, software, technology,services, or materials not authorized by CAS;g.

Design or permit Application(s) to disable, override, or otherwise interfere with any CASimplemented communications to end users, consent screens, user settings, alerts, warning,or the like;h.

Use the API or CAS Content in any Application(s) to replicate or attempt to replace the user
experience of any other product or service offered by CAS;i.

Attempt to cloak or conceal Licensee’s identity or the identity of Application(s) whenrequesting authorization to use the API;j.

Use the API in connection with or to promote any products, services, or materials that
constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, orother malicious programs or code, counterfeit goods, items subject to U.S. embargo,
unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hatematerials, hacking, surveillance, interception, or descrambling equipment, libelous,defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen
products, and items used for theft, hazardous materials, or any illegal activities;k.

Use the API or CAS Content for the purposes of machine learning, algorithmic development,
testing or enhancing, or any other artificial intelligence purposes;l.

Create, use or input any CAS content or other information accessed in or through the APIinto any Large Language Model (LLM) or related technology regardless of whether such LLM
is public or private. If Licensee or a Named User requires access to content or otherinformation accessed in or through the API for such purposes, please contact CAS Services
to discuss available service options; orm.

Use the API in any way that violates these Terms of Use, or applicable laws, rules, andregulations.

9. Applications. Licensee agrees to monitor the use of the Applications for any activity that violates theseTerms of Use or any applicable laws, rules and regulations and promptly restrict any offending
Application(s) users from further use of the Application(s). Monitoring shall include, but is not limited to,identifying any actual or suspected fraudulent, inappropriate, or potentially harmful behavior. Licensee
agrees to provide a resource for Application users to report actual or suspected Application abuse.
Licensee is responsible for all acts and omissions of Application users and their use of the API, if any.
Licensee acknowledges Licensee is solely responsible for posting any privacy notices and obtaining
any consents from Application users that may be required under applicable laws, rules, and regulations.
10. General Provisions.
a. Mergers/Acquisitions & Divestures. Any company which Licensee obtains a majority ownershipin may not participate under this License without the prior written consent of CAS. If Licensee
divests itself of a majority ownership in any Affiliate, such Affiliate may no longer participate under
this License. For the purposes of these Terms of Use, “Affiliate” is defined as an organization whichis greater than fifty percent (50%) owned or controlled by Licensee.
b. Confidentiality. Licensee and CAS both agree to keep all Order terms confidential as if it were
each party’s own confidential information.
c.

Intellectual Property Ownership. CAS owns all right, title, and interest, including all intellectual
property rights, in and to the API and CAS Content. The Order and Terms of Use do not grant
Licensee any right of ownership in CAS Content or the API. Licensee is prohibited from making

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any modifications, adaptations, enhancements, decompilations, changes or derivative works of, orto, the CAS Content.
Licensee will use commercially reasonable efforts to safeguard the API and CAS Content (including
all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
Licensee (i) will notify CAS promptly if Licensee or any Application user becomes aware of any
actual or suspected infringement of CAS’ intellectual property rights set forth above and (ii) agrees
to cooperate fully with CAS, in any legal action to enforce CAS’ intellectual property rights.
Licensee owns all right, title, and interest, including all intellectual property rights, in and to theApplication(s).
d. Warranty and Liability Disclaimers. The API and CAS Content are provided as-is withoutwarranty. CAS DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDINGANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULARPURPOSE. WITH RESPECT TO THE API, CAS CONTENT, AND ALL INFORMATION SUPPLIEDTO LICENSEE PURSUANT TO THESE TERMS OF USE AND/OR ORDER, CAS DOES NOTWARRANT ACCURACY OR COMPLETENESS, IS NOT RESPONSIBLE FOR ERRORS ANDOMISSIONS, DOES NOT REPRESENT THAT THE USE OF THE CAS CONTENT OR OTHERINFORMATON SUPPLIED OR SERVICES RENDERED IN CONNECTION WITH THESE TERMSOF USE OR ORDER WILL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ATHIRD PARTY, AND IS NOT LIABLE FOR DAMAGES OF ANY KIND (INCLUDING WITHOUTLIMITATION LOSS OF PROFITS) ARISING OUT OF ANY SERVICES RENDERED OR CAS
CONTENT, INFORMATION OR PRODUCTS PROVIDED, OR ANY FAILURE TO RENDERSERVICES OR PROVIDE CONTENT, INFORMATION OR PRODUCTS PURSUANT TO, OR INANY WAY ARISING FROM, THESE TERMS OF USE OR ORDER.
e. Privacy. Each party acknowledges and agrees that both parties may be required to comply withcertain data protection, privacy, and/or information security laws, rules, regulations, or guidelines
enforced in the jurisdictions in which Licensee and Licensee’s users utilize the CAS Content related
to the collection and processing of Personal Data, including, without limitation, the European Union
General Data Protection Regulation (the “Privacy Laws”). Licensee agrees that CAS may collect,use, and otherwise process Personal Data in accordance with CAS privacy policies, incorporated
herein by reference, and made available at https://www.cas.org/legal/privacy (the “CAS PrivacyPolicy”). Each party agrees to employ appropriate administrative, physical and technicalsafeguards designed to protect the Personal Data submitted to CAS. Each party shall promptly
notify the other party in the event of an unauthorized use, disclosure, collection, or access of
Personal Data (an “Incident”). Licensee acknowledges and agrees that any such notification to
Licensee’s impacted CAS Content users or other data subjects related to an Incident may be
performed through electronic communication directed to the email address associated with Named
Users or other data subjects, if known. For the purposes of these Terms of Use, “Personal Data”
shall include name (including honorific), title, user ID, security questions/answers, organization
name, geographic location, IP address and other HTTP header information, phone number, email
address, and other information collected from Licensee.
f.

Termination. This License may not be terminated for convenience and represents a commitment
by Licensee to pay all Fees in full. If either party does not meet an obligation or promise madeunder these Terms of Use, the other may send written notice of the breach, including a reasonable
cure period of not less than five (5) days. If the breach is not cured, or if the parties do not reach asatisfactory agreement on extending the cure period, then the non-breaching party may terminate
Order and License effective immediately upon written notice. Notwithstanding the foregoing, if CAS
determines, in its sole discretion, it is necessary to terminate or suspend any rights granted underthese Terms of Use as a result of excessive or unreasonable use of the API or CAS Content oraccess is being terminated or suspended as a result of non-payment of Fees by Licensee, then
CAS shall have no obligation to provide advance notice of such termination or suspension.

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Notwithstanding anything contrary set forth in the CAS Information Use Policy, upon termination
for any reason, including expiration of the Term, all licenses and rights granted to Licensee underthese Terms of Use will automatically terminate, and Licensee must immediately cease using,destroy, and permanently erase from all devices and systems Licensee directly or indirectly controls
all copies of the API and CAS Content. For avoidance of doubt, Licensee has no right to retain CAS
Content beyond date of the termination of the License. Termination will not limit any of CAS’ rights
or remedies at law or in equity.
g. General Terms. Should any part of these Terms of Use be unenforceable, all other provisions will
not be affected. If either party does not exercise any right provided for in these Terms of Use, thisdoes not mean that such party waives the right to exercise it in the future. Neither CAS nor Licensee
may assign or sublicense, without the other’s prior written consent, any rights, duties, or obligations
under these Terms of Use to any person or entity, in whole or in part. Licensee must notify CAS
thirty (30) days in advance in writing of any change in ownership of Licensee. These Terms of Use
shall be governed by the laws of and interpreted by the courts of the District of Columbia of theUnited States of America. Licensee is responsible for all risks and costs associated with use of theCAS Content, including any and all applicable taxes and duties, such as local, use, value-added,or sales tax, and custom duties.
The foregoing GENERAL PROVISIONS shall survive the termination of these Terms of Use and any
applicable Order access for any reason.
11. Notices. Any notice(s) given under these Terms of Use may be sent by electronic mail or by certified
mail to the party’s last known address.
12. Entire Agreement. These Terms of Use, together the applicable Order(s), are the entire understanding
between the Parties concerning the subject matter hereof and supersede all prior representations andagreements, oral or written and, except as provided herein. The Terms of Use and Order may not be
modified unless in writing signed by authorized individuals of both Parties. A copy of Licensee’s Ordershall have the same legal effect as an original. Any conflict between the Order and these Terms of Use
shall be resolved in favor of the Order. If Licensee uses a purchase order in conjunction with orderingor paying for the CAS Content, the Parties agree that the terms of the purchase order will in no way
modify, add to, or delete these Terms of Use or applicable Order. ANY DISCREPANCY BETWEEN
LICENSEE’S PURCHASE ORDER(S) AND THESE TERMS OF USE WILL BE RESOLVED IN FAVOR
OF THESE TERMS OF USE.

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