GENERAL TERMS OF SERVICE
These General Terms of Service ("Terms of Service") set forth the terms under which CAS, a division of the American
Chemical Society, with offices at 2540 Olentangy River Road, Columbus, Ohio 43202 (the "Company") provides you(the "Client") with the services (the “Services”) set forth in one or more service order documents, including but notlimited to quotes, orders, proposals, statements of work, change orders, professional services agreements, and/or
amendments to any of the foregoing (collectively the "Service Orders").
By using the Service, you accept and agree to be bound by (1) these Terms of Service, (2) all Service Orders which areincorporated herein by reference and (3) our Privacy Policy, which is incorporated herein by reference (collectively
referred to as the "Agreement"). CAS and Client may each be referred to individually as a "Party" or collectively as the"Parties."
1. Fees, Expenses, and Payment. In consideration for the Services, Client shall pay to Company the professional feesand expenses set forth in the applicable Service Orders. Payment of each invoice from Company is due within 30
days of the date set forth on the invoice. Other than net income and gross receipt taxes imposed on Company, Client
will bear all taxes, duties, and other governmental charges (collectively, “Taxes”) resulting from the Agreement.
Client will pay any additional taxes as are necessary to ensure that the net amounts received by Company after all
such taxes are paid are equal to the amounts that Company would have been entitled to in accordance with theseTerms of Service and applicable Service Orders as if the taxes did not exist.
Client shall reimburse Company for all reasonable travel and other out-of-pocket expenses (including, but notlimited to out of town travel, airfare, hotel, ground transportation, mileage, tolls, parking and meal expenses)
incurred by Company in connection with the performance of the Services. Such expenses will be invoiced ona monthly basis in arrears.
Except as expressly set forth in a Service Order, the scope of Services and fees in each Service Order do notcontemplate Company being involved in any legal or regulatory proceedings or investigations or subject to thirdparty claims. Accordingly, Client agrees to pay Company's standard rates for professional time spent (including,
without limitation, for preparing, defending or giving testimony or furnishing documents) and reimburse
Company for expenses as incurred (including, without limitation, reasonable legal fees and costs), in connection
with any actual or threatened actions, proceedings or investigations, whether or not Company is a party(collectively "Costs"), relating to or arising out of the Services under any Service Order or any matter relating
to such Services.
Except for invoiced payments that Client has successfully disputed, all late payments shall bear interest at thelesser of the rate of 2% per month or the highest rate permissible under applicable law, calculated daily andcompounded monthly. In addition to all other remedies available under the Agreement or at law, Company shallbe entitled to suspend the provision of any Services if Client fails to pay any undisputed amounts/fees when
due and such failure continues for thirty (30) days following written notice thereof.
2. Confidentiality. From time to time during the term of the Agreement, either Party (as the "Disclosing Party")
may disclose or make available to the other Party (as the "Receiving Party"), non-public, proprietary, andconfidential information of Disclosing Party ("Confidential Information"). The Receiving Party shall:i. protect and safeguard the Disclosing Party's Confidential Information with at least the same degree ofcare as the Receiving Party would protect its own Confidential Information, but in no event with less thana commercially reasonable degree of care;ii. not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any
purpose other than to exercise its rights or perform its obligations under the Agreement; andiii. disclose any such Confidential Information only to the employees, agents and representatives ofReceiving Party with a need to know in connection with the performance or use of the Services and who arebound by confidentiality restrictions consistent with those set forth herein.
If either Party is requested or required by any legal or investigative process to disclose any Confidential Information,that Party shall, to the extent legally permissible, provide the other Party with prompt notice of each such request
and the Confidential Information requested so that such other Party may seek to prevent disclosure or the entry ofa protective order. If disclosure is required and a protective order is not obtained, the Party from whom disclosure
1

Version 07/12/2024

is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required
to be disclosed.
Confidential Information shall not include any information that:i. is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations
under the Agreement,
ii. the recipient acquires from a third party who owes no obligations of confidence to the other Party in respect
thereof,iii. was already known to the recipient at the time it received such information from the other Party as shownby the recipient's prior written records, oriv. is independently developed by the recipient without use of, or reference to, Confidential Information.
3. Intellectual Property. For the avoidance of doubt, Company retains all intellectual property rights in projectmaterials developed by Company in the course of providing the Services, its intellectual capital, including,
without limitation, its methodologies, ideas, know how, techniques, models, tools, skills, generic industry
information, knowledge and experience, and any graphic representations of any of these, whether now
possessed or hereafter acquired by Company ("Company IP").
Company grants to Client during the term in the applicable Service Order(s), a limited, non-exclusive, nontransferable, irrevocable and royalty-free license to use Company IP contained and/or embedded in any
reports, findings, and/or other deliverables resulting from the Services (the “Deliverables”), solely for
Client's internal, or such other, use expressly set forth in the applicable Service Order.
Except as expressly permitted in the applicable Services Order, Customer shall not use the Deliverables or
any materials provided to it by CAS for any machine learning, algorithmic development, testing or enhancing,or any other artificial intelligence (“AI”) purposes. Customer shall not upload or input the Deliverables, any
Confidential Information or any copyrighted materials provided by CAS into any generative AI product, any
Large Language Model (LLM) or any related technology, whether public or private, without CAS’s prior written
permission. Generative AI should not be used to violate contractual terms or any applicable laws or
regulations, including but not limited to laws and regulations governing data privacy. Violation of thisparagraph shall be considered a material breach of the Services Order.
4. Representations & Warranties.
a. In performing the Services, Company will use all information supplied by, or on behalf of, Client without having
independently verified the same. Client warrants the accuracy and/or completeness of such information usedor relied upon by Company in the performance of the Services. Company assumes no responsibility for theaccuracy or completeness of, or duty to verify, such information.
b. Company represents and warrants that the Services will be provided in a workmanlike and professional mannerper standards generally accepted in Company’s industry.
c. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered
and constitutes a valid and binding agreement enforceable against such party in accordance with its terms;and (b) no authorization or approval from any third party is required in connection with such party’s execution,delivery, or performance of this Agreement.
d. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THISAGREEMENT, APPLICABLE SCHEDULE(S) AND SOW(S) OR ESTABLISHED BY APPLICABLE LAW AS
RIGHTS THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT, COMPANY DISCLAIMS ALL
REPRESENTATIONS AND WARRANTIES, INCLUDING ANY STATEMENTS MADE AT CAS.ORG, IMPLIEDWARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULARPURPOSE.
5. Limit of Liability.
a. Services and Deliverables provided by Company may include advice and recommendations; however, alldecisions in connection with the implementation of such advice and recommendations shall be the sole
responsibility of, and made by, Client. Services and Deliverables are furnished solely for Client's internaluse, and, unless expressly set forth in the applicable SOW, shall not be disclosed in whole or in part toany third party.
b. IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSSOF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY
2Version 07/12/2024

CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGESWHETHER ARISING OUT OF BREACH OF CONTRACT,TORT(INCLUDING NEGLIGENCE), OR
OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHEROR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIALPURPOSE. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR
RELATED TO THE SERVICES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATEAMOUNTS PAID OR PAYABLE TO CAS PURSUANT TO THE APPLICABLE SOW IN THE 12 MONTHPERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
c. Client acknowledges and agrees that it shall bring any claim arising under or relating to this Agreement or any
applicable SOW within 12 months from the date of the claim arising, or, if later, within 12 months from the date
Client first became aware of the matters leading to the claim, and failure to do so shall result in any such claim
automatically and irrevocably expiring.
6. Indemnification. Client agrees to indemnify Company and its directors, officers, agents and employees(collectively, "Company Persons"), from and against all claims, liabilities, losses, damages, costs andexpenses as incurred (including, without limitation, reasonable legal fees and costs), in connection withactual or threatened actions, proceedings or investigations, whether or not Company is a party (collectively"Losses"), relating to or arising out of the Services under any Service Order or any matter relating to such
Services.
7. Termination. Either Party may terminate the Agreement or applicable Service Order(s), if the other Party does not
cure its material breach of the Agreement, or applicable Service Order within thirty (30) days of receiving written
notice of the material breach and termination from the non-breaching Party. Termination in accordance with thisSection will take effect when the breaching Party receives final written notice of termination from the non-breaching
Party, which notice may not be provided until the breaching Party has failed to cure its material breach during thethirty (30) day cure period.
Company may immediately terminate a Service Order(s) if: Client (i) becomes insolvent, admits its inability to pay
its debts generally as they become due or Company has reasonable cause to believe Client is unable to pay its
debts generally as they become due; (ii) is dissolved or liquidated or takes any corporate action for such purpose;(iii) takes a general assignment for the benefit of creditors; or (iv) has a receiver, trustee, custodian, or similar agent
appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property
or business.
8. Publicity. Client grants Company the right to publish Client’s name and/or corporate logo on its website and in
marketing materials, and publicly acknowledge Client as a customer of Company on Company’s website and in
marketing materials other than press releases.
9. Non-Exclusivity. It is Company's practice to serve multiple clients within industries, including those withpotentially opposing interests. Accordingly, Company may have served, may currently be serving or may inthe future serve other clients whose interests may be averse to those of Client. In all such situations, Company
is committed to maintaining the confidentiality of each client's information.
10. Non-Solicitation. During the term of the Agreement and for one year following the last date on which Company
provides Services thereunder, Client shall not solicit for employment, employ or otherwise engage the service ofany consultant or other professional or managerial level employee who is employed by Company and was involved
with the Services described in a Service Order (or assist any third party in so doing). For purposes of this Section,
general employment advertising carried on in good faith by Client that is not, directly or indirectly, targeted to any
employee of Company (and any hiring resulting from such advertising) shall not be deemed to be direct or indirect
solicitation (or hiring) in violation of this Section.
11. Force Majeure. Neither Party shall have any liability for any failure or delay in performance of its obligations underthe Agreement because of circumstances beyond its reasonable control, including, without limitation, pandemics,
acts of God, fires, floods, earthquakes, acts of war or terrorism, civil disturbances, sabotage, accidents, unusually
severe weather, governmental actions, or power failures.

3

Version 07/12/2024

12. Governing Law. The Agreement, and all matters arising out of or relating to the Agreement and/or performance ofServices described therein, including, without limitation, enforcement of the Agreement, shall be governed by andconstrued in accordance with the laws of the District of Columbia of the United States of America. Each Party
submits to the exclusive jurisdiction of the courts located in the District of Columbia without giving effect to theconflict of law’s provisions thereof to the extent such principles or rules would require or permit the application of
the laws of any jurisdiction other than those of the District of Columbia.
13. Notices. All notices, requests, consents, claims, demands, waivers and other communications under the
Agreement (each, a "Notice") must be in writing, addressed to the other Party at such address set forth in theapplicable Service Order or that the receiving Party may designate from time to time and delivered by personaldelivery, nationally recognized overnight courier or certified or registered mail (return receipt requested, postage
prepaid).
14. Relationship of the Parties. The relationship between the Parties is that of independent contractors. The detailsof the method and manner for performance of the Services by Company shall be under its own control, and shallbe solely responsible for supervising, controlling and directing the details and manner of the completion of theServices. Notwithstanding, the Services shall be subject to Client's general right of inspection throughout theperformance of the Services and to secure satisfactory final completion. Nothing contained in the Agreement shallbe construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or
fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the otherParty in any manner whatsoever.
15. Severability. It is the intent of the Parties that the provisions of the Agreement shall be enforced to the fullest
extent permitted by applicable law. To the extent that the terms set forth in the Agreement or any word, phrase,
clause or sentence therein is found to be illegal or unenforceable for any reason, such word, phrase, clause or
sentence shall be modified or deleted in such manner so as to afford the Party for whose benefit it was intended
the fullest benefit commensurate with making the Agreement, as modified, enforceable, and the balance of theAgreement shall not be affected thereby, the balance being construed as severable and independent.
16. Amendment, Waiver and Assignment. The Agreement may not be amended, modified or waived except by asigned written agreement. Neither Party shall have the right to assign or transfer the Agreement or any rights
hereunder to any third party without the prior written consent of the other Party.
17. Miscellaneous. The Agreement represents the parties’ entire understanding regarding the Services and shallgovern over any prior oral or written agreement or discussions. No other terms or conditions of any purchase order,
invoice or other non-CAS ordering document shall apply to the Services, unless agreed to in writing by both parties.
The Agreement shall be binding upon and inure to the benefit of the Parties' respective successors. There are nothird-party beneficiaries with respect to the Agreement. A Service Order may be executed on separate counterparts,
each of which shall constitute an original, but both of which when taken together shall constitute a single contract.
Delivery of an executed signature page of a Service by facsimile or other electronic transmission shall be effective
as delivery of a manually executed counterpart hereof. The obligations of the Parties under the Agreement that by
their nature continue beyond the termination of the Agreement shall survive any termination of the Agreement.
In the event of a conflict between the Terms of Service and applicable Service Order, the Service Order will prevail.

4

Version 07/12/2024