Formulus License Agreement

This Formulus™ License Agreement (the “Agreement”) is entered into by and between Licensee and The American Chemical Society through its CAS division.

THE PARTIES, INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS:

1. DEFINITIONS.

a.  Eligible Site. A single location or address of a Licensee facility where such business operations thereon are greater than 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.  Information Use Policies. Information Use Policies (http://www.cas.org/legal/infopolicy) describe the permissible use of the data accessed via Formulus and are incorporated by reference into the Terms & Conditions. Such policies may be changed at the discretion of CAS. In the event of any material change, CAS will notify Licensee.

c. Key Contact. A Key Contact is a Named User at an Eligible Site designated by Licensee as the administrative point of contact.

d. License. Licensee’s right to use Formulus as set forth in the Terms & Conditions.

e. Licensee. The legal entity licensing Formulus.

f. Named User. A current employee of Licensee, and contractors and consultants if the contractor or consultant works exclusively for Licensee. Each Named User is assigned or obtains via self-registration a unique Formulus Username and password.

g. Order. The order form setting forth the terms of Licensee’s purchase of access to Formulus.

h. Personal Data.  Includes name (including honorific), title, user ID, security questions/answers, organization name, geographic location, IP address and other HTTP header information, phone number, email address, photograph, and other information collected from a Named User through Formulus.

i. Formulus. A CAS information solution built specifically for formulations work.

j. Term. The initial period of the License, as set forth in the Order, or a subsequent renewal period in which Licensee licenses Formulus.

k. Terms & Conditions. The terms and conditions set forth in this Agreement, Order, and the terms and conditions accepted by each Named User to access this product, and any attachments or amendments to any of the foregoing. To request a copy of the Formulus Named User terms of use, please contact FormulusAdmin@CAS.org.

l. Username. A unique account identifier assigned to an individual Named User that is used, in conjunction with a password, to access Formulus.

2. LICENSE.

CAS grants Licensee a non-perpetual, non-exclusive License to use Formulus at the Eligible Site(s) set forth in the Order with the following limits: Formulus and corresponding data may be used only by Named Users for private, internal purposes related to Licensee’s business. Licensee’s right to use Formulus and data is completely stated in the Terms & Conditions, and Licensee has no other or any additional rights.

3. TERM.

The initial Term of the License shall be as set forth in the Order. The License, together with the Terms & Conditions, shall automatically renew 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 using Formulus following the end of a Term.

4. LICENSE FEES.

License fees for the initial Term are set forth in Licensee’s Order. CAS will provide Licensee with renewal License fees in writing at least sixty (60) days prior to the end your initial term and each subsequent Term. CAS’ intent is to provide Licensee with subsequent renewal fees consistent with the standard Formulus price increase provided to all Formulus customers. This assumes that Licensee’s current usage and user population do not change significantly during the current Term. If this change does occur, CAS will work with Licensee in good faith to determine mutually agreeable License fees for any renewal Term. CAS based the License fees on current Formulus feature functionality. Should CAS develop additional feature functionality or modules to Formulus during a Term, CAS, in its sole discretion, will decide whether or not to provide Licensee with such additional functionality.

5. INVOICES.

Invoices will be in US Dollars. Invoices for Licensees in Japan will be in Japanese Yen. Licensee must pay all invoiced amounts in accordance with payment terms set forth on the invoice. License fees are non-refundable.

6. Formulus USE AND USERNAMES.

a. Assignment & Individual Use of Username. Licensee shall submit in writing the request for assignment of usernames to FormulusAdmin@CAS.org.  For Licensees in Japan, please submit written requests to CAS’ agent in Japan. The creation of generic usernames, such as “formulusID@“, is prohibited. Each Named User may use only the Username and password assigned to them or obtained via self-registration, and may not share their username with any other person.

b. Reasonableness of Use. CAS will monitor the volume of searching and downloading activity associated with each Username on a routine basis, for the purposes of benchmarking “average” use, noting any significant variance in patterns of usage for particular username(s), and ensuring compliance with CAS Information Use Policies and with the Terms & Conditions. 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, to work with CAS to reach a solution if a problem is uncovered. However if CAS determines that “excessive” use is unreasonable or violates the CAS Information Use Policies, CAS may de-activate an individual Formulus  feature or the Username(s) at issue and bar those individuals from using Formulus , or terminate the License. CAS prefers to resolve this type of issue without de-activating usernames or terminating the License if possible, and will use reasonable efforts to do so. The use by Licensee of federated search tools with Formulus is prohibited. Additionally, the use by Licensee of any script/macro to automate an otherwise manual process is prohibited.

c. Customer Support. Named Users may request CAS Customer Center support via telephone during regular service hours at no additional charge. For Licensees in Japan, Named Users may contact CAS’ agent in Japan for customer support.

7. KEY CONTACT.

CAS requires that Licensee 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.

8. GENERAL PROVISIONS.

a. Mergers/Acquisitions & Divestures. Any company which Licensee obtains a majority ownership shall not granted a License and may not us Formulus pursuant to the Terms & Conditions without the prior written consent of CAS. If Licensee divests itself of a majority ownership in an Eligible Site, the License granted to such Eligible Site under the Terms & Conditions shall be immediately revoked.

b. Ownership. The copyright and title to all property interests in and to Formulus, including search queries run by a Named User and scientific and formulation information accessed using it, are in, and will remain with, the ACS as owner. The Terms & Conditions do not grant Licensee any right of ownership. Licensee is prohibited from making any modifications, adaptations, enhancements, decompilations, changes or derivative works of Formulus.

c. Confidentiality. Licensee and CAS both agree to keep the Terms & Conditions confidential as if it were each party’s own confidential information. CAS will also treat the identity of all Named Users as the confidential information of Licensee.

d. Warranty and Liability Disclaimers. CAS warrants that Formulus is free from significant defects in material and workmanship under normal use. CAS further warrants that Formulus and any update thereto will perform substantially in accordance with the corresponding published specifications. 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 FORMULUS, THE DATA ACCESSED THROUGH FORMULUS AND ALL INFORMATION SUPPLIED TO LICENSEE PURSUANT TO THE TERMS & CONDITIONS, CAS DOES NOT WARRANT ACCURACY OR COMPLETENESS, IS NOT RESPONSIBLE FOR ERRORS AND OMISSIONS IN SEARCH RESULTS, DOES NOT REPRESENT THAT THE USE OF INFORMATION PRODUCTS OR SERVICES PROVIDED PURSUANT TO THE TERMS & CONDITIONS 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 THE TERMS & CONDITIONS, OR IN ANY WAY ARISING FROM THE TERMS & CONDITIONS.

e. Privacy. Each party acknowledges and agrees that both parties may be required to comply with certain data protection, privacy, and/or information security laws, rules, regulations, or guidelines enforced in the jurisdictions in which Licensee and/or Named Users utilize Formulus 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 http://www.cas.org/legal/privacy (the "CAS Privacy Policies"). Licensee represents and warrants that Licensee has obtained all reasonable and necessary consents from each Named User and any other data subject for CAS to process Personal Data in accordance with the CAS Privacy Policies and the Privacy Laws. Each party agrees to employ appropriate administrative, physical and technical safeguards designed to protect the Personal Data submitted to CAS or otherwise processed through Formulus. 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 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 or other data subjects, if known.

f. General Terms. Should any part of the Terms & Conditions be unenforceable, all other provisions will not be affected. If either party does not exercise any right provided for in the Terms & Conditions, this does 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 the Terms & Conditions 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. The Terms & Conditions shall be governed by the laws of and interpreted by the courts of the District of Columbia of the United States of America. Licensee is responsible for all risks and costs associated with use of Formulus and data accessed via Formulus, including any and all applicable taxes and duties, such as local, use, value-added, or sales tax, and custom duties. The Terms & Conditions may be changed at the discretion of CAS. In the event of any material change, CAS will notify Licensee.

The foregoing GENERAL PROVISIONS shall survive the termination Licensee’s Formulus access for any reason.

9. TERMINATION.

The Terms & Conditions may not be terminate for convenience and represents a commitment by Licensee to pay in full the License fees for the duration of the Term. If either party does not meet an obligation or promise made under the Terms & Conditions, 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 a satisfactory agreement on extending the cure period, then the non-breaching party may terminate the Terms & Conditions effective immediately upon written notice.

On the effective date of termination, the License granted to use Formulus is revoked, and Licensee will have no rights to continue to use Formulus. The License to use data that has been accessed through Formulus will remain in effect following termination, which includes the requirement to destroy data following the conclusion of the research project, or after thirty-six (36) months, whichever occurs first.

The foregoing TERMINATION conditions shall survive the termination Licensee’s Formulus access for any reason.

10. NOTICES.

Any notice(s) given under the Terms & Conditions may be sent by electronic mail, facsimile, or by certified mail to the party’s last known address.

11. ENTIRE AGREEMENT.

The Terms & Conditions are the entire understanding between the parties concerning the subject matter hereof, and supersede all prior representations and agreements, oral or written and, except as provided herein, may not be modified unless in writing signed by authorized individuals of both parties. A copy of Licensee’s Order shall have the same legal effect as an original.  Any conflict between the Order and this Agreement shall be resolved in favor of the Order. If Licensee uses a purchase order in conjunction with ordering or paying for Formulus, the parties agree that the terms of the purchase order will in no way modify, add to, or delete the Terms & Conditions. ANY DISCREPANCY BETWEEN LICENSEE’S PURCHASE ORDER(S) AND THE TERMS & CONDITIONS WILL BE RESOLVED IN FAVOR OF THE TERMS & CONDITIONS.

 

Last Updated: May 10, 2017

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