ChemCopilot, Inc. Terms of Service

ChemCopilot, Inc. (“ChemCopilot,” “we,” or “us”) offers various services and other offerings (“Offerings”) through its ChemCopilot platform (“Platform”). These Terms of Service form a legally binding agreement (“Agreement”) between ChemCopilot and you or, if you are accessing the Platform or using any Offering on behalf of another organization or entity, that Entity (in either case, “you” or “your”).

THE AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE PLATFORM AND OFFERINGS. PLEASE CAREFULLY READ THIS AGREEMENT. YOUR ACCESS TO AND USE OF THE PLATFORM AND OFFERINGS ARE CONDITIONED UPON YOUR CONSENT TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, CHEMCOPILOT IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO THE PLATFORM OR ANY OFFERINGS. BY ACCEPTING THE TERMS OF THIS AGREEMENT, OR BY ACCESSING OR USING ANY OF THE OFFERINGS, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. EFFECTIVE DATE

This Agreement is effective upon the date you first agree to this Agreement by clicking “I agree” to the terms of this Agreement or by accessing or using any Offering (the “Effective Date”).

2. TERM

This Agreement is effective as of the Effective Date and continues until terminated as specified herein.

3. OFFERINGS

The Offerings you may access through the Platform are as specified in each order you enter into under this Agreement (“Order”). All Orders are subject to acceptance by ChemCopilot. Once accepted by ChemCopilot, each Order will be governed by and constitute a part of this Agreement.

4. ACCESS

Subject to your compliance with this Agreement, ChemCopilot will provide you with a limited, revocable, non-sublicensable, non-exclusive right to access and use the Offerings solely for your own business purposes as specified by this Agreement.

5. ACCOUNT

In order to access the Offerings, you may be required to establish an account on the Platform (your “Account”). Approval of your Account will be at the sole discretion of ChemCopilot. You are solely responsible for safeguarding the credentials for your Account and for all use of the Offerings that occurs through your Account.

6. CONDITIONS OF USE

You agree that the Platform and all Offerings, including all software, hardware, and other technology used by or on behalf of ChemCopilot (collectively, “Technology”) constitute the valuable Intellectual Property Rights of ChemCopilot and its licensors. As an express condition on the rights granted herein, you will not, and will not permit any third party to: (1) use the Offerings in any unlawful manner; (2) infringe, misappropriate, or otherwise violate the Intellectual Property Rights of ChemCopilot or any third party; (3) modify, adapt, alter, or create derivative works based on the Technology; or (4) reverse engineer, decompile, or disassemble the Technology.

7. FEES AND PAYMENT

You agree to pay ChemCopilot all fees specified in connection with each Order and any fees You otherwise incur through your Account (“Fees”). All Fees are payable in U.S. dollars and are nonrefundable once paid to ChemCopilot.

8. LIMITED FREE ACCESS

ChemCopilot may offer you limited access to certain portions of the Platform or Offerings without Fees (“Free Access”). ALL FREE ACCESS IS PROVIDED AS-IS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND.

9. TOKENS

As specified on an applicable Order, you may be provided with credits for use on the Platform in obtaining access to certain Offerings (“Tokens”). Tokens allow us to track and limit your access to certain Offerings on the Platform. Tokens are debited from your Account when you elect to use the corresponding Offering. Tokens have no independent monetary value, are not legal tender, and are not refundable or exchangeable for actual currency. Upon any termination or non-renewal of this Agreement, ChemCopilot may cancel and revoke all Tokens from your Account.

10. YOUR INFORMATION AND RESULTS

10.1 Rights

As between ChemCopilot and you, you retain all right, title, and interest in and to the data, molecular structures, SMILES strings, and other information you submit to the Offerings (“Your Information”) and the results generated through the processing and analysis of Your Information (“Results”), excluding any portions of the Platform, Offerings, and Technology.

10.2 Responsibilities and Liability Exclusion

ChemCopilot provides the platform; you provide the data. You are solely responsible for Your Information and the Results, including the accuracy, quality, integrity, legality, and appropriateness thereof. ChemCopilot shall NOT be held liable for any violations of usage of proprietary information, trade secrets, or third-party data that you bring onto the platform. You represent and warrant that you have all necessary rights, licenses, and permissions to upload and use Your Information on the Platform.

10.3 No Personal Information

You must remove (or otherwise obscure) any Personal Information from Your Information before uploading or submitting it to any Offering.

10.4 Additional Conditions

You will ensure that none of Your Information or the Results constitutes an infringement or misappropriation of the Intellectual Property Rights of any third party or violates any applicable laws.

11. OWNERSHIP

All right, title, and interest in and to the Platform, Offerings, and Technology, and all modifications or enhancements thereof, are and will remain the exclusive property of ChemCopilot and its licensors.

12. FEEDBACK

Any feedback or suggestions relating to the Platform or Offerings (“Feedback”) you may provide to ChemCopilot is entirely voluntary and may be used by ChemCopilot without any obligation to you.

13. MONITORING

ChemCopilot reserves the right to monitor the Platform and Offerings for any purpose, including to confirm Your compliance with this Agreement or applicable law.

14. THIRD PARTY OFFERINGS

ChemCopilot is not responsible for any third-party websites, products, or services (“Third Party Offerings”) accessible through the Platform.

15. YOUR WARRANTY

You represent and warrant that: (1) you have the legal right and authority to enter into this Agreement; and (2) you have and will maintain all rights necessary to perform your obligations and grant all rights included in this Agreement.

16. COMPLIANCE

You acknowledge that the Offerings are not specifically designed to facilitate compliance with any specific law, rule, or regulation. Compliance with all applicable laws is your sole responsibility.

17. PERFORMANCE

Except in the case of Free Access, ChemCopilot represents and warrants that it will use commercially reasonable efforts to maintain and verify that the Offerings operate in accordance with this Agreement.

18. DISCLAIMER

EXCEPT AS EXPRESSLY STATED, THE OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS OF ANY KIND. CHEMCOPILOT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

19. INDEMNITY

You agree to defend, indemnify, and hold harmless ChemCopilot from any damages or costs resulting from: (1) your use of or access to the Offerings; (2) Your Information or Results; (3) your breach of this Agreement; or (4) your negligent acts or willful misconduct.

20. LIMITATION OF DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CHEMCOPILOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF CHEMCOPILOT RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID CHEMCOPILOT IN THE 3-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

21. TERMINATION

Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to remedy such breach within 30 days after receiving notice. Upon termination, all rights granted to you will end, and you will cease all use of and access to the Platform.

22. CONFIDENTIALITY

“Confidential Information” means any information disclosed by one party to the other that is designated as confidential or should be reasonably understood as such. Your Information and Results are your Confidential Information; the Platform, Offerings, and Technology are the Confidential Information of ChemCopilot.

23. EQUITABLE RELIEF

You agree that any breach of your obligations hereunder may cause irreparable harm to ChemCopilot, entitling ChemCopilot to an injunction or other equitable relief in addition to whatever remedies it may have at law.

24. FORCE MAJEURE

ChemCopilot will not be responsible for failure or delay in performance due to acts of God, governmental authority, war, terrorism, labor disputes, or other events beyond its control.

25. EXPORT

The Offerings are subject to U.S. export control laws and regulations. You agree to strictly comply with all such laws and regulations.

26. CHOICE OF LAW

This Agreement will be governed by and construed in accordance with the laws of the State of California (USA), without regard to principles of conflicts of laws.

27. ARBITRATION

The parties will attempt to resolve all disputes through good faith discussion. Any Dispute that cannot be resolved between the parties shall be resolved through binding arbitration in San Diego, California (USA).

28. NOTICES

You will provide any notices required under this Agreement to ChemCopilot via postal mail. ChemCopilot may provide notices to you via email or by posting on the Platform.

29. MODIFICATIONS

ChemCopilot reserves the right to modify the Platform or Offerings at any time. ChemCopilot may also modify this Agreement from time to time; your continued access following such modification constitutes acceptance of the modified terms.

30. GENERAL