TERMS OF USECAS Chemical Compliance Index
These Terms of Use set forth the terms under which CAS, a division of the American Chemical Society, grants to yourorganization a license to access and use CAS Chemical Compliance Index solution together with all content, features,functionality and modules accessible in and through CAS Chemical Compliance Index (collectively the “Product”).
By using the Product, you accept and agree to be bound by these Terms of Use. CAS and Licensee may each bereferred to herein as a "Party" or, collectively, as the "Parties."

1. DEFINITIONS.
a. Eligible Site. A single location or address of a Licensee facility with business operations that are greaterthan fifty percent (50%) owned by Licensee as of the effective date of the Order. An affiliate may qualify as
an Eligible Site, provided that the affiliate is greater than fifty percent (50%) owned by Licensee. Eligible Sites
are set forth in the Order.
b. Key Contact. A Named User designated by Licensee as the administrative point of contact.
c. License. Licensee’s right to use the Product as set forth in these Terms of Use.
d. Licensee. The legal entity listed on the Order licensing Product access.
e. Named User. A current employee of Licensee, and contractor(s) and consultant(s) provided such contractor(s)or consultant(s) are accessing and using the Product solely for private, internal purposes related to Licensee’s
business. Each Named User is assigned a unique Product Username and password.
f.

Order. The Product licensing document(s), including, but not limited to, Product quotes, proposals, orders,
agreements and amendments to any of the foregoing, which set forth the details of Licensee’s purchase of
Product access. Product Orders are incorporated herein by reference and made a part of these Terms of Use.

g. Personal Data. Named User information, which may 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 a Named User.
h. Restrictions. Product use and access requirements and limitations set forth in these Terms of Use,
including, but not limited to, management of Usernames, reasonableness of use, and prohibited uses
described in Section 6.
i.

Term. The initial period of the License, as set forth in the Order, or a subsequent renewal period in which
Licensee has an authorized license to use the Product.

j.

Username. A unique account identifier assigned to an individual Named User that is used, in conjunction witha password, to access the Product.

2. LICENSE. CAS grants Licensee a non-perpetual, non-exclusive License to use the Product at each Eligible Site
subject to these Terms of Use. The Product may be used only by Named Users for private, internal purposes
related to Licensee’s business. Licensee’s right to use the Product is completely stated in these Terms of Use,and Licensee has no other or any additional rights.
3. TERM. The initial Term of the License is set forth in Licensee’s initial Product Order. The License shall automaticallyrenew for a term equal to the immediately preceding Term. Licensee must notify CAS in writing at least thirty (30)days in advance of renewal if Licensee does not desire to continue using the Product following the end of a Term.
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4. LICENSE FEES. License fees (“License Fees”) are set forth in Licensee’s Order. License Fees for each Term arebased on historical Product needs, if any, and an assessment of future Product needs as known and agreed between
the Parties at the time of the assessment. If assessed parameters change during a Term leading to a significant
increase in Product needs, Licensee is obliged to inform CAS immediately and the Parties agree to timely renegotiate
License Fees in good faith. Such parameters include, but are not limited to, cancelling access to commercial vendor
database subscriptions or products, transferring usage from other commercial vendor database subscriptions or
products to the Product, adding sites, mergers, and acquisitions.
CAS will provide Licensee with renewal License Fees in writing, at least sixty (60) days prior to the end Licensee’s
initial Term and each subsequent renewal Term. CAS’ intent is to provide Licensee with subsequent renewal
fees consistent with the standard Product price increase provided to all Product customers. This assumes that
Licensee’s Product needs do not change significantly during the current Term.
5. PAYMENT. Unless otherwise set forth on the invoice, all payments shall be made in US Dollars. Licensee agrees
to pay all invoiced amounts in accordance with payment terms set forth on the invoice. Licensee may not change
the type of currency during the Term. License Fees are non-refundable.
CAS reserves the right to disable Product access until receipt of full License Fee payment. If Licensee hasrequested and CAS has approved providing Licensee’s invoice to a third party for payment, in the event such third
party fails to submit payment to CAS, Licensee remains fully liable for the amount of the unpaid License Fees.
6. PRODUCT USE.
a. Assignment & Individual Use of Username. Licensee shall either submit in writing the request for assignmentof Usernames to help@cas.org. For Licensees in Japan, please submit written requests to CAS’ agent inJapan. The creation of generic usernames, such as “chemistrylibrary@“, is prohibited. Each Named User may
use only the Username and password assigned to them and may not share their Username or password withany other person.
b. Reasonableness of Use. CAS will monitor the volume of searching and downloading activity of Licensee’sNamed User population on a routine basis, for the purposes of (i) benchmarking “average” use, noting any
significant variance in patterns of usage of Licensee’s Named User population or particular Named User(s),and (ii) ensuring compliance with these Terms of Use. CAS may ask the Key Contact and the Named User(s)involved to discuss with CAS any usage pattern(s) CAS questions and, if necessary, work with CAS to reacha solution if a problem is uncovered.
If CAS determines that use is excessive or violates these Terms of Use, CAS may (i) de-activate Username(s)at issue and bar the Named User(s) associated with such Username(s) from using the Product, or (ii)terminate the License in its entirety. CAS prefers to resolve these types of issues with Licensee without deactivating Usernames or terminating the License in its entirety and will use reasonable efforts to do so. For
purposes of this section, “excessive” shall include (i) use, search activity, downloading and/or exporting thatis materially greater than, or different from, typical use patterns of searching, downloading or exporting,and/or (ii) activity that is indicative of an otherwise manual process being automated.
c. Prohibited Uses. Licensee and its Named Users shall not:i.

Create or compile, directly or indirectly, manually, via automated programing, or otherwise (e.g., a script
written to extract and download any data within the Product in batches), a collection, compilation,
database or directory from the Product;
ii. Use any script/macro to automate an otherwise manual process, including but not limited to, an attempt
to login to the Product utilizing an automated process;iii. Use the Product for the purposes of machine learning, algorithmic development, testing or enhancing,or any other artificial intelligence purposes;
iv. Redistribute to third parties, whether for commercial gain or otherwise, or in any other way commerciallyexploit the Product;
v. Use the Product in conjunction with federated search tools, or for any other purpose, including but notlimited to distribution of the Product by assignment, sale, sublicense, loan or other means of transfer toany third party, or any commercial use, whether paid or unpaid;
vi. Reverse assemble, decompile, reverse engineer, modify, enhance, adapt, create derivative works or
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otherwise attempt to derive source code from (or the underlying ideas, algorithms, structure ororganization of) the Product;vii. Create, use or input any content or other information accessed in or through the Product into 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 other information accessed in or through theProduct for such purposes, please contact CAS Services to discuss available service options.
d. Compliance. Licensee will use reasonable efforts to ensure that only Named Users have access to the
Product and use the Product in accordance with these Terms of Use. Licensee acknowledges the CAS/ACS
copyright and ownership interests in the Product, that the Product is a principal product of CAS, and theimportance to ACS and CAS of maintaining these rights in the Product. Licensee will exercise reasonable,
good faith efforts to:i. Inform Named Users of the Restrictions and to enforce the Restrictions;ii. Monitor usage of the Product for compliance with these Terms of Use and the Restrictions, and notify
CAS immediately of any suspected violation by any user;iii. Investigate with CAS any violation or suspected violation of any of the Restrictions, whether by a NamedUser(s) or unauthorized user; andiv. Cooperate with CAS in the resolution of the matter.
Licensee agrees, at CAS’ request, to review from time to time with CAS the efforts described above and to
make such changes thereto as may be reasonably necessary. Licensee will be responsible for any failure on
its part to act in compliance with these Terms of Use.
e. Customer Support. Named Users may request CAS Customer Center support during regular service hours
at no additional charge. If Licensee is located in Japan, Licensee may also contact CAS’ local agent in Japanfor customer support.
f.

Product Updates. Should CAS add or develop additional features, functionality, modules or content during
a Term, CAS, in its sole discretion, may decide whether to provide Licensee with access to such files oradditional features, functionality, or modules and may require the payment of additional fees. Additional
fees will not be assessed except upon Licensee’s confirmation of acceptance of such additional fees.

g. Product Pilots. If Licensee is accessing and using the Product as part of a Product Pilot, CAS grants
Licensee a non-perpetual, non-exclusive License to use the Product for the limited duration of the agreed
pilot period and subject to these Terms of Use, and any additional pilot documentation (“Pilot
Documentation”). During the pilot, the Product may be used only by Named Users for private, internal
purposes related to Licensee’s business. A Named User may not utilize the Product’s export functionality
during the pilot. Export permissions are only granted to Licensees purchasing a Product subscription
license. Unless Licensee purchases a Product subscription license prior to the conclusion of the pilot,
Named Users must destroy all content accessed in, and through, the Product. Licensee’s right to use theProduct during the pilot is completely stated in these Terms of Use and Pilot Documentation, and Licensee
has no other or any additional rights. In the event of conflict between these Terms of Use, Pilot
Documentation and this provision, this provision shall govern.
h. Product Previews. From time to time, CAS may temporarily make new or modified Product features,functionality, modules and content available to Licensee at no charge (“Product Previews”). Licensee andNamed Users may, but are not required to, to try such Product Previews. Use of Product Previews is subject
to these Terms of Use.
i.

Information Use Policy. The CAS Information Use Policy is incorporated herein by reference. This Policy
may be changed at the discretion of CAS.

7. KEY CONTACT. Licensee must designate at least one Named User for each Eligible Site to be a Key Contact.
Licensee will provide CAS with updated contact information immediately if a Key Contact is added or changed.
The Key Contact will serve as CAS’ first point of contact for any Named User questions or usage issues. If CAS
contacts the Key Contact regarding actual or potential unauthorized use of the Product by a Named User orunauthorized user under these Terms of Use, the Key Contact and Licensee will use their best efforts to assist CAS
in investigating and resolving such issues.
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8. GENERAL PROVISIONS.
a. Mergers/Acquisitions & Divestures. Any company in which Licensee obtains a majority ownership may
not participate under the License without the prior written consent of CAS. If Licensee divests itself of amajority ownership in any Eligible Site, such Eligible Site may no longer participate under the License.
b. Ownership. The copyright and title to all property interests in or to the Product, including search queries
generated by a Named User and scientific information accessed using the Product, are in, and will remain
with CAS/ACS as owner. These Terms of Use do not grant Licensee any right of ownership.
c. Confidentiality. Licensee and CAS both agree to keep all terms set forth in each Order confidential as if itwere each Party’s own confidential information.
d. Warranty and Liability Disclaimers. CAS warrants that (i) the Product, and any update(s) thereto, are freefrom significant defects in material and workmanship under normal use, and (ii) CAS has complete authority to
grant the rights and to undertake the obligations described in these Terms of Use without the further consent
of any other person or entity. CAS DOES NOT MAKE ANY ADDITIONAL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. WITH RESPECT TO THE PRODUCT AND ALL INFORMATION SUPPLIED TO
LICENSEE OR ITS NAMED USERS PURSUANT TO THESE TERMS OF USE, CAS DOES NOT WARRANTACCURACY OR COMPLETENESS, IS NOT RESPONSIBLE FOR ERRORS AND OMISSIONS IN SEARCHRESULTS, DOES NOT REPRESENT THAT THE USE OF INFORMATION, PRODUCTS, OR SERVICESPROVIDED PURSUANT TO THESE TERMS OF USE WILL NOT INFRINGE THE INTELLECTUAL
PROPERTY RIGHTS OF A THIRD-PARTY, AND IS NOT LIABLE FOR DAMAGES OF ANY KIND(INCLUDING WITHOUT LIMITATION LOSS OF PROFITS) ARISING OUT OF ANY SERVICES RENDERED
OR PRODUCTS PROVIDED, OR ANY FAILURE TO RENDER SERVICES OR PROVIDE PRODUCTS
PURSUANT TO THESE TERMS OF USE, OR IN ANY WAY ARISING FROM THESE TERMS OF USE OR
USE OF THE PRODUCT.
As part of the Product experience, CAS may provide access to third party tools, software, and services,
including but not limited to application program interfaces (“Third Party Services”). CAS DISCLAIMS ANY AND
ALL LIABILITY, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES, WHETHER ORAL OR WRITTEN,
FOR SUCH THIRD-PARTY SERVICES. LICENSEE ACKNOWLEDGES, ON BEHALF OF ITSELF AND ITS
NAMED USERS, THAT NO REPRESENTATION HAS BEEN MADE BY CAS AS TO THE FITNESS OF THE
THIRD-PARTY SERVICES FOR THE LICENSEE’S OR ITS NAMED USERS’ INTENDED PURPOSE.
e. Privacy. Each Party acknowledges and agrees that both Parties may be required to comply with certain dataprotection, privacy, and/or information security laws, rules, regulations, or guidelines enforced in thejurisdictions in which Licensee and/or Named Users utilize the Product related to the collection andprocessing 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 the CAS Privacy Policy, available at https://www.cas.org/legal andincorporated herein by reference. Each Party agrees to employ appropriate administrative, physical, andtechnical safeguards designed to protect the Personal Data submitted to CAS or otherwise processed
through the Product. Each Party shall promptly notify the other Party in the event of any unauthorized use,
disclosure, collection, or access of Personal Data (an “Incident”). Licensee acknowledges and agrees thatany such notification to impacted Named Users or other data subjects related to an Incident may be
performed through electronic communication directed to the email address associated with Named Users orother data subjects, if known.
f.

Authority. The representative of Licensee signing the Order represents that they have the full and complete
authority to bind Licensee and all its included affiliates to these Terms of Use.

g. General Terms. Should any part of these Terms of Use be unenforceable, all other provisions will not beaffected. If either Party does not exercise any right provided for in these Terms of Use, this does not meanthat such Party waives the right to exercise such right 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 in writing at least thirty (30) days inadvance of any change in ownership of Licensee. These Terms of Use shall be governed by the laws of andinterpreted by the courts of the District of Columbia of the United States of America. Licensee is responsible
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for all risks and costs associated with its use of the Product, including, but not limited to, any and allapplicable taxes and duties, such as local, use, value-added, or sales taxes, and customs duties.
Licensee shall comply with all applicable U.S. export control and sanctions laws and regulations. Licensee
agrees to absolve CAS of any liability for breach of contract or any other legal or equitable claim if Licensee,
or any of its parent or subsidiary companies, or any of Licensee’s other affiliates, were to become subject to
U.S. sanctions/export control restrictions and such sanctions/restrictions were to prevent performance by CAS.
These Terms of Use may be changed at the discretion of CAS. In the event of any change that materially
impacts Licensee’s Product use, CAS will notify Licensee.
The foregoing GENERAL PROVISIONS shall survive the termination of Licensee’s Product access for any
reason.
9. TERMINATION. Licensee may not terminate Product access for convenience. Licensee’s purchase to accessthe Product represents a commitment by Licensee to pay in full all License Fees for the duration of the Term. If
either Party does not meet an obligation or promise made under these Terms of Use, the other Party may send
written notice of the breach, including a reasonable cure period of not less than five (5) business days. If thebreach is not cured, or if the Parties do not reach a satisfactory agreement on extending the cure period, then
the non-breaching Party may terminate the License effective immediately upon written notice. On the effective
date of termination of the License, the License granted to use the Product in these Terms of Use is immediately
revoked, and Licensee will have no rights to use the Product. Notwithstanding the foregoing provisions, theLicense to use content accessed through the Product will remain in effect following termination until theconclusion of the research project for which the content is being used or after thirty-six (36) months, whicheveroccurs first. After such time, Licensee agrees to destroy the content and any remaining license to use the content
is automatically revoked.
The foregoing TERMINATION conditions shall survive the termination of Licensee’s Product access for any reason.
10. NOTICES. Any notice(s) given under these Terms of Use may be sent by electronic or certified mail to the Party’s
last known address.
11. ENTIRE AGREEMENT. These Terms of Use are the entire understanding between the Parties concerning the
subject matter hereof, supersede all prior representations and agreements, oral or written and, except asprovided herein, may not be modified unless in writing signed by authorized individuals of both Parties. A copyof Licensee’s Order shall have the same legal effect as an original. Any conflict between the Order and the terms
contained herein shall be resolved in favor of the Order. If Licensee uses a purchase order in conjunction withordering or paying for the Product, the Parties agree that the terms of the purchase order will in no way modify,
add to, or delete anything in these Terms of Use or Licensee’s 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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