This Agreement (the “Agreement”) contains the terms and conditions upon which CAS, a division of the American Chemical Society (ACS), grants to you (“Licensee”) a limited license to download and use the CAS Interactive Insights Dashboard. By downloading the CAS Interactive Insights Dashboard, you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety.
1. License. CAS grants to Licensee a non-exclusive, non-transferable, revocable, limited license (without the right to grant sub-licenses) to download, install, and use the CAS Interactive Insights Dashboard, together with any associated documentation (collectively, the “Application”), subject to the terms and conditions of this Agreement.
a. Licensee shall use the Application solely to view and explore the content of deliverables provided by CAS. Licensee shall use the Application solely for such purpose, and shall not, without the prior written approval of CAS, use or allow any third party to use the Application for any other purpose.
b. Licensee shall not (i) utilize the Application in connection with the development or maintenance of any product or application or permit any third party to do so, or (ii) make any modifications, adaptations, enhancements, decompilations, changes or derivative works of the Application.
c. Licensee shall use commercially reasonable efforts to protect the Application against any unauthorized or unlawful use or copying.
d. Licensee shall make no copies of the Application except for those necessary to fulfill the purpose of this Agreement.
2. Ownership. The copyright and title to all property interests in or to the Application are in and will remain with the ACS/CAS as owner, This License does not grant Licensee any right of ownership.
3. Term; Termination.
a. The term of this Agreement shall commence upon Licensee’s acceptance of this Agreement and shall automatically terminate upon Licensee’s permanent cessation of use of the Application (the “Term”). CAS may terminate this Agreement at any time in its discretion upon notice to Licensee.
b. This Agreement and Licensee’s authorization to use the Application shall terminate automatically if Licensee fails to comply with any provision of this Agreement. No notice shall be required from CAS to give effect to such termination.
c. Upon termination of the Agreement, Licensee shall destroy all copies of the Application in any form, whether electronic, printed, or otherwise and shall, upon written request, provide written confirmation of same to CAS.
4. Warranty; Liability Disclaimer.
a. CAS DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM AND ANY OTHER DATA, INFORMATION, OR OTHER MATERIAL FURNISHED TO LICENSEE HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE CONDITION THEREOF; CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION; THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS THEREIN; AND WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
b. In no event shall CAS be liable to Licensee or any third party for any loss of profits, business interruption, or loss of business information; any incidental, special, exemplary, or consequential damages; or any claims or demands brought against Licensee, even if CAS has been advised of the possibility of such damages.
5. Notice. Any notice due or to be given hereunder to CAS shall be in writing by U.S. mail or commercial delivery service such as Federal Express and delivered to CAS at 2540 Olentangy River Road, Columbus, Ohio 43202, Attn: Legal Administration.
6. Assignment. The obligations of this Agreement are personal to Licensee. Licensee may not assign or transfer its rights or obligations under this Agreement without the prior written consent of CAS.
7. Governing Law. This Agreement shall be governed by the laws of and interpreted by the courts of the District of Columbia of the United States of America. No party to this Agreement will bring a legal action under this Agreement more than one year after the cause of action arose. Each party waives its rights to a jury trial in any resulting litigation.
8. Enforceability. Except as expressly stated in this Agreement, no other rights are granted by implication, estoppel or otherwise. Should any part of this Agreement be unenforceable, all other provisions will not be affected and without further action by the parties, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.
Version 10/16/2018