Preamble

CHEMAXON is the owner of rights, copyrights, title and interest (“RIGHTS”) in Synergy, CSD and the content of CSD and related documentation, if any.

You desire to evaluate Synergy for the purpose of determining whether to enter into a long term license agreement for Synergy; and

CSD runs on a hosted environment as known as cloud that a hosting party makes available for ChemAxon (“Host Party”) to provide services set forth in this document (“e-business Hosting Environment”).

Registration

In order to use CSD, you will be required to complete a registration and will have a user account with ChemAxon.

One account per user. One CSD user can have only one ChemAxon Account. Consequences of doing otherwise may include provision of a notice, restriction of accessing ChemAxon products and services, or may eventually lead to close all accounts in question.

Availability

ChemAxon SaaS Demo provides two ways of testing:

• Evaluation: Subject to fees and charges, ChemAxon will set up your own test environment in which your activities and data, such as input molecules and search queries, are handled as private information. They are not accessible to any third parties in any way.

• Trial: You can use ChemAxon’s common trial environment. You may upload content there that are - if ChemAxon specifically states it otherwise - accessible to all other visitors and testers. ChemAxon does not guarantee any confidentiality. You shall be solely responsible for your own uploads and the consequences resulted in. ChemAxon may not charge you for this service.

Content / Data Generated

The technology used at CSD are based on functionality developed by ChemAxon. Wherever possible, performance will use the latest release version of the ChemAxon functionality. ChemAxon reserves the rights at its sole discretion to add or remove features and functionalities to or from CSD, respectively. ChemAxon assumes no liability, obligation or undertaking whatsoever with regard to or arising from such updates. Any use of data generated on CSD, including chemical structures, information related thereof and results of structure based predictions should be cited to ChemAxon, date of data generation and a link to ChemAxon.

ChemAxon’s rights. Everything that you read or see on CSD is copyrighted or otherwise protected and owned by ChemAxon or a third party who licensed or granted to ChemAxon the right to use such material. Unless otherwise expressly noted, nothing that you read or see on CSD may be copied or used except as provided in these Terms of Use or with the prior written approval of ChemAxon.

Restricted use. ChemAxon does not grant you permission to print individual pages from CSD except provided herein. No other permission is granted to you to print, copy, reproduce, distribute, license, transfer, sale, transmit, upload, download, store, display in public, alter, modify or create derivative works of these materials. This grant of permission is not a transfer of title, and under this permission you may not:

• use the materials for any commercial purpose, or for any public display (commercial or non-commercial); if this is your intention you need to contact ChemAxon at sales [at] chemaxon [dot] com and purchase Synergy license(s);

• remove any copyright, trademark or other proprietary notations from the materials; or

• transfer the materials to another person or third parties or "mirror" the materials on any other server.

ChemAxon makes no warranties or representations, other than specified herein, to you that your use of any materials displayed on CSD will not infringe the rights of third parties. ChemAxon is not in a position to assess the validity of any proprietary rights or has no right to transfer the same to you or a third party. Therefore, ChemAxon cannot provide comment or permission (except as provided herein) concerning any input you make to CSD and the use, copying, or distribution of any information and data generated on CSD.

Your Responsibilities - General

Credentials. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You accept responsibility for all activities that occur under your account or password and such use shall be deemed to be use by you. You will ensure that all use of your account fully complies with these Terms of Use. Transfer of the account by you to any other person or entity is prohibited.

Capacity planning. You acknowledge that it is your responsibility to determine whether CSD, the e-business Hosting Environment and their combination will meet your capacity, performance, or scalability needs. You are responsible for planning and for requesting changes to the e-business Hosting Environment, including any additional capacity required supporting anticipated peaks in demand that may significantly increase web site hits, transaction volumes, or otherwise increase system resource utilization.

Your content and Digital Certificates. You are responsible for all your materials uploaded and/or downloaded or actions made to, in or from the e-business Hosting Environment, including information, data, files, selection, creation, design, usage, licensing, maintenance, testing, and support (“Your Components”). You are also responsible for any individual’s personal information or any information you consider as confidential. CSD may allow you to include within the Your Components personal information about others. You acknowledge and agree that you are solely responsible for any personal information that may be contained in Your Components, including any information which you share with third parties, and that you are and remain in compliance with applicable data privacy and protection laws.

You agree not to submit or transmit to CSD any written material that is unlawful, threatening, libelous, defamatory, obscene, pornographic, profane, or might in any other way violate any law, regulation, or rule. You are solely responsible for any material you submit to CSD. You further agree not to upload, email, post or transmit to, or distribute or otherwise publish through CSD any written material which disrupts the normal operation of CSD, including posting or otherwise transmitting material that is not related to the subject at issue or otherwise restricts or inhibits any other user from using CSD. Through your usage of CSD, you may submit and/or ChemAxon may gather certain limited information about you and your website usage. We are free to use such information for any purpose we deem appropriate, including marketing purposes. For more information, please check our Privacy Policy for CSD.

Security. Security-related services by the Host Party including process security management, physical security, and network security are specified in documents made available by the Host Party. When using CSD, information will be transmitted over a medium that is beyond the control and jurisdiction of ChemAxon and its suppliers. Accordingly, ChemAxon assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of CSD. Therefore, you acknowledge that ChemAxon does not control and the transfer of data over telecommunication facilities, including the Internet. ChemAxon does not warrant that it will be able to prevent third party disruptions of the e-business Hosting Environment or in connection with Your Components, provided that it has taken all reasonable commercial and technical measures to avoid this eventuality. You agree and acknowledge that ChemAxon shall assume no liability whatsoever for the security-related services by the Host Party and/or telecommunication facilities described in this Section “Security”.

Locations. ChemAxon’s headquarters is located in Budapest, in Hungary. ChemAxon makes no representation that the materials on CSD are appropriate or available for use in other locations. Access to the content may not be legal by certain persons or in certain countries outside of Hungary. If you access CSD from outside Hungary, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

Performance Report. Within thirty (30) days after the expiration of your test session, You may present CHEMAXON with a written report or summary evaluating the Software and providing suggestions, criticisms and comments about performance of CSD ("Performance Report"). You agree to answer all reasonable questions of CHEMAXON relating to the operation and performance of CSD. CHEMAXON may use such Performance Report and information for research purposes, improvements and enhancements to the Synergy without any rights accruing to you.

Your Responsibilities for Evaluations

Security considerations. You acknowledge that you have reviewed the security features of the e-business Hosting Environment and responsibilities of the Host Party and have determined that they meet your security needs. You are solely responsible for determining the appropriate procedures and controls regarding security of Your Components and for the implementation of any such procedures and controls.

No Refund. ChemAxon generally refuses to refund credits applied to use in CSD. However, your written claims may be evaluated otherwise at ChemAxon’s sole discretion.

ChemAxon’s Responsibilities for Evaluations - Confidentiality

Definition. "Confidential Information" means any information disclosed by one party ("Discloser") to the other ("Recipient"), directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as "Confidential," "Proprietary" or some similar designation, or learned by Recipient under circumstances in which such information would reasonably be understood to be confidential. Confidential Information may include information disclosed in confidence to Discloser by third parties. For the purposes of this document, (a) CSD and content of CSD, (b) the access rights to CSD, (c) any information, documentation, benchmark results and/or proprietary materials relating to CSD, RIGHTS, or this document, (d) the results of any performance, functional or other evaluation of CSD i.e. the contents of the Performance Report and (e) Your Components shall be deemed as Confidential Information.

Exceptions. The confidentiality obligations herein shall not apply with respect to any of the Discloser's Confidential information which Recipient can demonstrate: (a) was in the public domain at the time it was disclosed to Recipient or has become in the public domain through no act or omission of Recipient; (b) was known to Recipient, without restriction, at the time of disclosure as shown by the files of Recipient in existence at the time of disclosure; (c) was disclosed by Recipient with the prior written approval of Discloser; (d) was independently developed by Recipient without any use of Discloser's Confidential Information by employees or other agents of (or contractors hired by) Recipient who had no access to or did not rely on Discloser's Confidential Information; (e) became known to Recipient, without restriction, from a source other than Discloser without breach of this Agreement by Recipient and otherwise not in violation of Discloser's rights; or (f) is released from the term of this document by mutual agreement of the parties in writing.

Restrictions on Use and Disclosure. Recipient agrees not to use Discloser's Confidential Information or disclose, distribute or disseminate Discloser's Confidential Information except in furtherance of the performance of its obligations or enforcement of its rights hereunder or as otherwise expressly agreed by Discloser in writing. Recipient agrees to restrict access to such Confidential Information to those employees or consultants of Recipient who need to know such Confidential Information for performing as contemplated hereunder and have agreed in writing to be bound by a confidentiality obligation no less protective than that contained in this Agreement. Recipient shall exercise the same degree of care to prevent unauthorized use or disclosure of Discloser's Confidential Information to others as it takes to preserve and safeguard its own information of like importance, but in no event less than reasonable care.

Compelled Disclosure. If Recipient is compelled by a court or other competent authority or applicable law to disclose Confidential Information of Discloser, it shall give Discloser prompt written notice and shall provide Discloser with reasonable cooperation at Discloser's expense so that Discloser may take steps to oppose such disclosure or obtain a restraining order. Recipient shall not be in breach of its obligations herein if it makes any legally compelled disclosure provided that Recipient meets the foregoing notice and cooperation requirements.

Information Security. During your testing CSD, ChemAxon will access to e-business Hosting Environment, data storage, servers and other aspects of information technology environment making available to you (“Your Evaluation Environment”), and ChemAxon agrees that any such access shall be subject to the following requirements: (i) ChemAxon shall only access Your Evaluation Environment as directed by you for purposes of assisting your evaluation project; (ii) you are solely responsible for determining what in Your Evaluation Environment shall be accessible to ChemAxon and ChemAxon shall not attempt to access any other portion of Your Evaluation Environment; and (iii) you shall be solely responsible for protecting all login credentials in your possession that allow access to Your Evaluation Environment and shall ensure that such credentials are not shared nor distributed to others. Further, ChemAxon shall not copy, record (by writing, electronically, or by any other means), transfer, remove from Your Evaluation Environment, or otherwise use any information residing in Your Evaluation Environment for any purpose other than to conduct your evaluation project. For purposes hereof, all information in Your Evaluation Environment accessed or made available to ChemAxon shall be deemed your Confidential Information.

Injunctive Relief. Recipient acknowledges that breach of the confidentiality obligations would cause irreparable harm to Discloser, the extent of which may be difficult to ascertain. Accordingly, Recipient agrees that Discloser is entitled to immediate injunctive relief in the event of breach of an obligation of confidentiality by Recipient, and that Discloser shall not be required to post a bond or show irreparable harm in order to obtain such injunctive relief.

Return of Confidential Information. As between the parties, Confidential Information shall remain the property of the Discloser. At any time, upon Discloser’s reasonable request, Recipient shall promptly (and in any event within 30 days) return to Discloser or destroy, at the election of the Discloser, any Confidential Information of the Discloser. In addition, within 30 days after termination of this Agreement, Recipient shall (i) promptly return all tangible materials containing such Confidential Information to Discloser, (ii) remove all Confidential Information (and any copies thereof) from any computer systems of the Recipient, its contractors and its distributors, and confirm in writing that all materials containing Confidential Information have been destroyed or returned to Discloser, as applicable, by Recipient. Recipient shall cause its affiliates, agents, contractors, and employees to strictly comply with the foregoing. In case of ChemAxon, as Recipient, shall be requested by you to save and deliver your data or Your Components to you, additional fee payable by you to ChemAxon may apply.

Your Responsibilities for Trials

Trials on CSD are public services and do not support private data. The structures provided by users on CSD are publicly accessible. For avoidance of doubt, ChemAxon is not the owner of such structures.

More generally, before you submit any information to CSD, including any comments, remarks, suggestions, ideas, notes, drawings, graphics, concepts, or other information or paste any web content, URL, type any chemical name or other text including any chemical name, drawing or uploading any chemical structure or data or uploading documents of any kind containing any chemical structure, please consider that CSD are open to the public. You take full responsibility for any information you provide to these web sites. Except as expressly set forth on CSD otherwise, if you submit any information to CSD, you are giving that information, and all your rights in it, to ChemAxon free of charge and such information shall be deemed to be non-confidential and ChemAxon shall have no obligation of any kind with respect to such information and shall be free to store, reproduce, use, disclose and distribute the information to others without limitation, without your consent or any compensation to you or anyone else. ChemAxon shall be free to use any know-how or techniques contained in such information for any purpose whatsoever including but not limited to developing, manufacturing and marketing products incorporating such information. This is true whether you submit such information to us by e-mail, through a form on CSD, on a bulletin board, or in any other manner. ChemAxon may from time to time monitor, review and, in its sole discretion, modify or delete any postings you make on CSD however, ChemAxon is not obligated to do so.

No Warranty / Limited Liability

You may use CSD only for the Purpose defined hereinabove. The content on CSD is not intended in any way to be professional chemical advice and should not be interpreted as recommendations. ChemAxon do not assume liability for any damages whatsoever arising in connection to CSD.

CSD AND THE CONTENT IN CSD ARE PROVIDED "AS IS". CHEMAXON, ITS LICENSORS, AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AS WELL AS NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS OTHER THAN SPECIFIED HEREIN. SPECIFICALLY, CHEMAXON, ITS LICENSORS, AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, CORRECTNESS, ACCURACY, RELIABILITY, USEFULNESS, VALIDITY, COMPLETENESS, CURRENTNESS, SUITABILITY OR TIMELINESS OF THE CONTENT, SOFTWARE, TEXT, GRAPHICS, TOOLS, LINKS, OR COMMUNICATIONS PROVIDED ON OR THROUGH THE USE OF CSD OR CHEMAXON, OR ON ANY SITE OR SITES "LINKED" TO CSD. CHEMAXON MAKES NO WARRANTY THAT CSD WILL BE AVAILABLE, UNINTERRUPTED, ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHEMAXON, ITS SUBSIDIARIES AND AFFILIATES, ITS LICENSORS, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON CSD BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE OR THE CONTENT OR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, EFFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE SYSTEM FAILURE, LOSS OF DATA, OR LOSS OF USE RELATED TO CSD OR ANY WEBSITE OPERATED BY ANY THIRD PARTY, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CHEMAXON IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH US, ANY OF OUR SERVICES OR THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF CSD.

Liability Cap. EXCEPT WITH RESPECT TO EITHER PARTY’S OBLIGATIONS OF INDEMNIFICATION, THE TOTAL LIABILITY OF CHEMAXON ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF USD $100 OR THE TOTAL AMOUNTS PAID BY YOU FOR CSD, IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

Any claims arising in connection with your use of CSD or any content must be brought within one (1) year of the date of the event giving rise to such action occurred.

External web pages

As a resource to our testers, CSD may provide links to other websites. However, because we do not control the content of the other websites we may link to, and due to their constantly changing nature, we cannot be responsible for the content, practices or standards of third-party sites. ChemAxon does not endorse the content on any third-party websites. ChemAxon is not responsible for the content of linked third-party sites, sites framed within CSD, or third-party advertisements, and does not make any representations regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such sites.

Trademarks and logos

Unless otherwise indicated, all logos, names, designs, and marks on CSD are trademarks or service marks owned or used under license by ChemAxon. The use or misuse of any of these marks or other information is strictly prohibited. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent or trademark of ChemAxon or any third party. Except as expressly provided above, nothing contained herein shall be construed as conferring any license or right under any ChemAxon copyright.

Indemnification

By CHEMAXON. CHEMAXON shall defend at its own expense any legal action brought against you to the extent that it is based on a claim or allegation that the SOFTWARE infringes a patent or copyright of a third party, and CHEMAXON will pay any costs and damages awarded against you in any such action, or agreed to under a settlement signed by CHEMAXON, that are attributable to any such claim but shall not be responsible for any compromise made or expense incurred without CHEMAXON’s consent. Such defense and payments are subject to the conditions that (a) You give CHEMAXON prompt written notice of such claim, (b) tenders to CHEMAXON sole control of the defense and settlement of the claim, and (c) reasonably cooperates with CHEMAXON when requested in connection with the defense and settlement of the claim. CHEMAXON will have no liability to so defend and pay for any infringement claim to the extent it (i) is based on modification of CSD other than by CHEMAXON, with or without authorization; or (ii) is based on the combination or use of CSD with any product, data, software (including, without limitation, an open source software), program or apparatus, device not provided by CHEMAXON in the e-business Hosting Environment if such infringement would not have arisen but for such use or combination; or (iii) results from your use of CSD after your use of CSD was expired or terminated; or (iv) is based on Your Components or generally your failure to comply with its obligations under this document.

By You. You hereby agree to indemnify and hold harmless ChemAxon, its affiliates, officers, directors, employees, agents, shareholders, suppliers and any third party providers from and against any and all damages, losses, costs and expenses or liability arising out of or in connection with the performance of CSD or use, copying, or distribution of any information or data generated on CSD, whether alone or in combination with any product or service or resulting from any violation of this notice.

Your use CSD

Furthermore, YOU, on top of the above clauses,

• understand and declare that your use of ChemAxon proprietary software, CSD is voluntary. You agree to immediately raise any concerns you might have. ChemAxon will use its best efforts to handle and response such concerns, but will assume no liability, obligation, or undertaking whatsoever with regard to such concerns.

• understand and consent to that all your activities made in CSD, including input data and mouse movements may be recorded, analyzed, and used internally by ChemAxon in order to (i) understand user’s behavior better and (ii) further improve the usability and functionality of its software products. For avoidance of doubt, your name and personal data will not be used for any other purpose.

• agree that you are responsible for any information transferred to and from CSD and saving and storing your input and output data and information used and generated during your sessions in CSD. ChemAxon takes no liability for any information regarding the sessions including history, calculations, structure list, any results generated during the sessions, which may be lost. ChemAxon will do its best efforts to avoid such losses.

We continuously work on improving CSD. We, therefore, request your opinion by email. You can also directly approach us with your questions, comments, and requests.

Governing Law

These Terms of Use are governed by the internal substantive laws of Hungary, without resort to its conflict of laws principles. You expressly agree that exclusive jurisdiction for any dispute with ChemAxon, or in any way relating to your use of CSD, resides in the courts of Hungary. However, if your institution is a state university in the USA and the constitution or laws of your institution’s state expressly require that the laws of your state apply to contracts to which the institution enters, then the jurisdictional and substantive laws of your state shall govern these Terms of Use without regard to conflicts of law provisions. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use.

Termination

You may terminate the agreement incorporated in these Terms of Use at any time by destroying all materials received from CSD, ceasing to use CSD.

Privacy policy

These Terms of Use constitute the entire agreement between you and ChemAxon with respect to the use of CSD and its content. Your use of CSD is also subject to ChemAxon’s Privacy Policy for CSD. ChemAxon’s use of the information you provide in connection with your account registration will be treated by ChemAxon in conformity with ChemAxon’s aforementioned privacy policy.

Updates

ChemAxon may modify these Terms of Use at any time without notice to you, so it is advisable to review it frequently. The latest version of these Terms of Use is posted on the CSD and the product page of Synergy, all amended terms shall automatically be effective at your login CSD. Whenever modified, this document will automatically appear at your login to CSD.

The date of the latest version of this document appears on the first line of this page.

Contact details

For legal issues, ChemAxon may be contacted at compliance [at] chemaxon [dot] com.

For technical related inquiries, ChemAxon may be contacted at synergy-support [at] chemaxon [dot] com.