and Content License
Terms and Conditions
API License Terms and Conditions
This API License Terms and Conditions 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") access to and use of the API.
a. "API" – the application programming interface and any API Documentation or other API materials made available by Company.
b. "API Documentation" – the API documentation provided by Company.
c. "Company Marks" – Company's proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to these Terms and Conditions.
d. "Your Application(s)" – web or other software services or applications developed by you to interact with the API.
e. “Integration” – the Client application, software, technology, services, or materials that will connect to, input data, and receive output from the API. Only the Integration(s) as set forth in the applicable Service order is permitted.
f. “Volume” – the permissible quantity of queries or request that may be made to the API during the Term.
g. “Content” – the API output comprised of data from Company’s proprietary databases. The Content represents the valuable intellectual property of the American Chemical Society. The American Chemical Society retains all rights to the Content.
2. License Grant. Subject to and conditioned on your compliance with all terms and conditions set forth in these Terms and Conditions, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to: (a) use the API solely for internal business purposes in developing Your Application(s) that will communicate and interoperate with Company; and (b) display certain Company Marks in compliance with usage guidelines that we may specify from time to time, and not in connection with the advertising, promotion, distribution, or sale of any other products or services. You acknowledge that there are no implied licenses granted under these Terms and Conditions. We reserve all rights that are not expressly granted. You may not use the API or any Company Mark for any other purpose without our prior written consent.
3. Use Restrictions. Except as expressly authorized under these Terms and Conditions, you may not:
a. Copy, modify, or create derivative works of the API, or the Content searched and retrieved via the API, in whole or in part;
b. Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API or the Content searched and retrieved via the API;
c. Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part;
d. Remove any proprietary notices from the API or the Content;
e. Use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
f. Combine or integrate the API or the Content with any application, software, technology, services, or materials not authorized by Company;
g. Design or permit Your Application(s) to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
h. Use the API or the Content in any of Your Application(s) to replicate or attempt to replace the user experience of any Company Product or Service; or
i. Attempt to cloak or conceal your identity or the identity of Your Application(s) when requesting authorization to use the API.
You and Your Applications shall comply with all terms and conditions of these Terms and Conditions, all applicable laws, rules, and regulations. In addition, you will not 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, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, 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.
4. Your Applications. You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules and regulation or any terms and conditions of these Terms and Conditions, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications. You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Application and their use of the API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications. All use by you of the Company Marks, if any, will comply with any usage guidelines that we may specify from time to time. You agree that your use of the Company Marks in connection with these Terms and Conditions will not create any right, title, or interest, in or to the Company Marks in favor of you and all goodwill associated with the use of the Company Marks will inure to the benefit of Company.
5. No Support; Updates. These Terms and Conditions does not entitle you to any support for the API. You acknowledge that we may update or modify the API from time to time and at our sole discretion (in each instance, an "Update"), and may require you to obtain and use the most recent version(s). You are required to make any such changes to Your Applications that are required for integration as a result of such Update at your sole cost and expense. Updates may adversely affect how Your Applications communicate with the Company. Your continued use of the API following an Update constitutes binding acceptance of the Update.
7. Intellectual Property Ownership. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the API, Content, and the Company Marks, (b) we own all right, title, and interest, including all intellectual property rights, in and to the Content output from the API, and (c) you own all right, title, and interest, including all intellectual property rights, in and to Your Application(s), excluding the aforementioned rights in this paragraph. You will use commercially reasonable efforts to safeguard the API, Content, and Company Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the API, Content, and Company Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights.
8. Feedback. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non- confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
9. Term. The initial Term of these Terms and Conditions shall be as set forth in the Service Order. These Terms and Conditions shall automatically renew for a term equal to the immediately preceding Term. Client must notify Company at least thirty (30) days in advance of renewal if Client does not desire to continue using the Service following the end of a Term. We may immediately terminate or suspend these Terms and Conditions, any rights granted herein, and/or your licenses under these Terms and Conditions, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the API, Content, and Company Trademarks. In addition, these Terms and Conditions will terminate immediately and automatically without any notice if you violate any of the terms and conditions of these Terms and Conditions. Upon termination of these Terms and Conditions for any reason all licenses and rights granted to you under these Terms and Conditions will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the API and Company Trademarks. Any terms that by their nature are intended to continue beyond the termination or expiration of these Terms and Conditions, will survive termination. Termination will not limit any of Company's rights or remedies at law or in equity.
10. Audit. Company shall have the right, with reasonable notice to Client, to audit Client's use of the API no more than once each calendar year to assure compliance with the terms of these Terms and Conditions.
Content License Terms and Conditions
This Content License Terms and Conditions is made by and between CAS, a division of the American Chemical Society, with offices at 2540 Olentangy River Road, Columbus, Ohio 43202 and you (“Client”).
a. “Content” – the output consisting of Data drawn from CAS’ databases of scientific information.
2. License. CAS grants Client a non-perpetual, non-exclusive, non-transferrable, limited license to use the Content in furtherance of the integration set forth in the Service Order. Client right to use the Content is completely stated herein and Client has no other or additional rights.
3. Term. The initial Term of these Terms and Conditions shall be as set forth in the Service Order. These Terms and Conditions shall automatically renew for a term equal to the immediately preceding Term. Client must notify Company at least thirty (30) days in advance of renewal if Client does not desire to continue using the Service following the end of a Term.
4. Fees. Fees are set forth in the SERVICE ORDER.
5. Invoicing. Invoices will be in US Dollars. Client must pay all invoiced amounts in accordance with payment terms set forth on the invoice. Fees are non-refundable. If Client has requested and CAS has approved providing Client’s invoice to a third party for payment, in the event such third party fails to submit payment to CAS, Client remains fully liable for the amount of the unpaid Fees. If Client fails to timely pay the Fees, CAS may immediately terminate these Terms and Conditions, including the license granted herein.
6. Information Use Policies. The CAS Information Use Policies, available at https://www.cas.org/legal/infopolicy, and incorporated herein by reference, describe the permissible use of the Content. Such policies may be changed at the discretion of CAS. In the event of any material change, CAS will notify Client.
7. Termination. This License may not be terminated for convenience and represents a commitment by Client to pay all Fees in full. If either party does not meet an obligation or promise made under these Terms and 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 License effective immediately upon written notice. On the effective date of termination of the License, the license granted herein is revoked, and Client will have no further rights to use the Content.
The foregoing TERMINATION conditions shall survive the termination of Client’s Content use for any reason.
8. Warranty and Liability Disclaimers. The Content is provided as-is without warranty. CAS DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITH RESPECT TO THE CONTENT AND ALL INFORMATION SUPPLIED TO CLIENT PURSUANT TO THESE TERMS AND 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 THE CONTENT 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 AND CONDITIONS, OR IN ANY WAY ARISING FROM THESE TERMS AND CONDITIONS.
9. General Provisions.
a. Mergers/Acquisitions & Divestures. Any company which Client obtains a majority ownership in may not participate under this License without the prior written consent of CAS. If Client divests itself of a majority ownership in any Affiliate, such Affiliate may no longer participate under this License. For the purposes of these Terms and Conditions, “Affiliate” is defined as an organization which is greater than fifty percent (50%) owned or controlled by Client.
b. Ownership. The copyright and title to all property interests in or to the Content are in, and will remain with, the ACS as owner, and these Terms and Conditions does not grant Client any right of ownership. Client is prohibited from making any modifications, adaptations, enhancements, decompilations, changes or derivative works of the Content.
c. Confidentiality. Client and CAS both agree to keep the terms of these Terms and Conditions and the SERVICE ORDER confidential as if it were each party’s own confidential information.
d. Notices. Any notice(s) given under these Terms and Conditions may be sent by electronic mail, facsimile, or by certified mail to the party’s last known address.
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 Client and Client’s users utilize the Content related to the collection and processing of Personal Data, including, without limitation, the European Union General Data Protection Regulation (the “Privacy Laws”). Client 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 Privacy Policies”). Each party agrees to employ appropriate administrative, physical and technical safeguards 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”). Client acknowledges and agrees that any such notification to impacted 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 and Conditions, “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 Client.
f. General Terms. Should any part of these Terms and Conditions be unenforceable, all other provisions will not be affected. If either party does not exercise any right provided for in these Terms and Conditions, this does not mean that such party waives the right to exercise it in the future. Client may assign or sublicense, without the other’s prior written consent, any rights, duties, or obligations under these Terms and Conditions to any person or entity, in whole or in part. Client must notify CAS thirty (30) days in advance in writing of any change in ownership of Client. These Terms and Conditions shall be governed by the laws of and interpreted by the courts of the District of Columbia of the United States of America. Client is responsible for all risks and costs associated with use of the 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 Client’s Content access for any reason.
Entire Agreement. These Terms and Conditions and the SERVICE ORDER, 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 the fully executed SERVICE ORDER shall have the same legal effect as an original. Any conflict between the SERVICE ORDER and these Terms and Conditions shall be resolved in favor of the SERVICE ORDER. If Client uses a purchase order in conjunction with ordering or paying the License Fees, the parties agree that the terms of the purchase order will in no way modify, add to, or delete these Terms and Conditions. ANY DISCREPANCY BETWEEN CLIENT’S PURCHASE ORDER(S) AND THESE TERMS AND CONDITIONS WILL BE RESOLVED IN FAVOR OF THESE TERMS AND CONDITIONS.
Last Updated April 29, 2019