Your use of MethodsNow®, provided by CAS, a division of the American Chemical Society (“ACS”), is governed by the terms and conditions below and by the MethodsNow™ End User License Agreement (“EULA”) incorporated herein by reference.
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 content accessed via MethodsNow and are incorporated by reference into these 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 MethodsNow as set forth in these Terms & Conditions.
e. Licensee. The legal entity licensing MethodsNow.
f. Named User. A current employee of Licensee, and contractors and consultants if the contractor or consultant works exclusively for Licensee. If Licensee is a university/college, a Named User is a currently enrolled student or faculty member. Each Named User is assigned a unique Username and password.
g. Order. The order form signed by both parties setting forth the terms of Licensee’s purchase.
h. MethodsNow. See http://www.cas.org/products/methodsnow for a complete description of MethodsNow.
i. Term. The initial period of the License, as set forth in the Order, or a subsequent renewal period in which Licensee licenses MethodsNow.
j. Username. A unique account identifier assigned to an individual Named User that is used, in conjunction with a password, to access MethodsNow.
2. LICENSE. CAS grants Licensee a non-perpetual, non-exclusive License to use MethodsNow at the Eligible Site(s) set forth in the Order with the following limits: MethodsNow and its content may be used only by Named Users for private, internal purposes related to Licensee’s business. Licensee’s right to use MethodsNow and its content is completely stated in the Terms & Conditions, and Licensee has no other or any additional rights.
3. TERM. The initial Term of this License shall be as set forth in the Order. This License 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 MethodsNow following the end of a Term.
4. LICENSE FEES. License Fees for Licensee’s 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 MethodsNow price increase provided to all MethodsNow 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 a mutually agreeable License Fee for any renewal Term. CAS based the License Fees on current MethodsNow feature functionality. Should CAS develop additional feature functionality or modules to MethodsNow 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. METHODSNOW USE AND USERNAMES.
a. Individual Use of Username. The creation of generic usernames, such as “chemistrylibrary@“, is prohibited. Each Named User may use only the Username assigned to them and may not share their username with any other person, or search on behalf of others.
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 these 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 MethodsNow feature or the Username(s) at issue and bar those individuals from using MethodsNow, 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 MethodsNow 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 in may not participate under this License without the prior written consent of CAS. If Licensee divests itself of a majority ownership in any Eligible Site, such Eligible Site may no longer participate under this License.
b. Ownership. The copyright and title to the product MethodsNow are in and will remain with CAS as owner, and these 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 MethodsNow.
c. Confidentiality. Licensee and CAS both agree to keep these Terms & Conditions confidential as if it were each party’s own confidential information.
d. DISCLAIMER OF WARRANTIES. THE SERVICES AND ALL INFORMATION, CONTENT AND PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU ON OR THROUGH THE SITE OR THROUGH THE SERVICES ARE PROVIDED BY CAS ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. CAS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, AS TO THE SERVICES, INFORMATION, CONTENT OR PRODUCTS INCLUDED ON THE SITE OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE OR THE SERVICES. CAS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AVAILABILITY, NON-INTERFERENCE WITH YOUR QUIET ENJOYMENT OF THE SITE, INFORMATION CONTENT, OR THE SERVICES AND NON-INFRINGEMENT. CAS MAKES NO WARRANTY THAT (a) THE SERVICES, INFORMATION OR CONTENT WILL MEET YOUR REQUIREMENTS; (b) THE SERVICES, INFORMATION OR CONTENT WILL BE UNINTERRUPTED, TIMELY, COMPLETELY SECURE, WITHOUT DELAY, FREE FROM DEGRADATION OR ERROR-FREE; AND/OR (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, INFORMATION OR CONTENT WILL BE ACCURATE AND RELIABLE.
e. LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT CAS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER LOSSES RESULTING FROM OR RELATING TO THE USE OR THE INABILITY TO USE THE SITE, ANY CONTENT OR ANY OF THE SERVICES OR ANY THIRD-PARTY CLAIMS, EVEN IF CAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any event if CAS is found liable to you our liability is limited to the greater of: (a) the amount of fees in dispute not to exceed the total fees you paid CAS in the six months prior to the action giving rise to the liability, or (b) $100.00.
f. MethodsNow Content. MethodsNow is offered solely for informational purposes. Some of the content described in MethodsNow may be the subject of patent or copyright protection. CAS does not make any statement regarding the freedom to practice, make, use, import, sell, offer to sell, perform, or copy any of the content or methods described in MethodsNow. CAS does not encourage or promote the making, using, selling, or offering to sell any of the content disclosed in MethodsNow, and further does not encourage or promote the performing, conducting, or executing any of the methods or experiments described in MethodsNow. CAS always recommends that the MethodsNow Named Users consult the primary full-text literature prior to use of the MethodsNow content. Further, CAS encourages MethodsNow Named Users to take the appropriate steps to ensure that they are not violating the rights of any third parties (including via opinion of legal counsel) through the use of anything identified in MethodsNow.
g. Privacy. CAS privacy policies, incorporated herein by reference, may be found at (http://www.cas.org/legal/privacy).
h. General Terms. Should any part of these 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 MethodsNow and data accessed via MethodsNow, including any and all applicable taxes and duties, such as local, use, value-added, or sales tax, and custom 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 in the event that Licensee or any of its parent or subsidiary companies were to become subject to U.S. sanctions/export restrictions and such sanctions/restrictions prevented performance by CAS. These 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 MethodsNow access for any reason.
9. TERMINATION. This License may not be terminated 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 these 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 License effective immediately upon written notice.
On the effective date of termination of the License, the License granted to use MethodsNow is revoked, and Licensee will have no rights to continue to use MethodsNow. The License to use data that has been accessed through MethodsNow 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 MethodsNow access for any reason.
10. NOTICES. Any notice(s) given under these Terms & Conditions may be sent by electronic mail, facsimile, or by certified mail to the party’s last known address.
11. ENTIRE AGREEMENT. These Terms & Conditions, and the EULA, is 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 MethodsNow License shall be resolved in favor of the Order. If Licensee uses a purchase order in conjunction with ordering or paying for MethodsNow, the parties agree that the terms of the purchase order will in no way modify, add to, or delete these Terms & Conditions. ANY DISCREPANCY BETWEEN LICENSEE’S PURCHASE ORDER(S) AND THESE TERMS & CONDITIONS WILL BE RESOLVED IN FAVOR OF THESE TERMS & CONDITIONS.
Last Updated: March 16, 2019