1. GENERAL CONDITIONS

1.1. These Terms of Service (“Terms”) refer exclusively to the usage of the ChemADVISOR LOLI API (“the API”). They are valid for those who interface with the API in any way inclusive of ChemADVISOR’s customers as well as the users who access the customers APIs and are limited to the use of the API provided by ChemADVISOR. (“Web Services”) The content of these Web Service provider terms, their legality or consequences are not the responsibility of ChemADVISOR.

1.2. These LOLI API Terms and Conditions (“Terms”) may be updated by ChemADVISOR. You understand and agree that you are solely responsible for reviewing these Terms from time to time. Any continued use of the API by you after such amended Terms have been posted shall be deemed your consent and agreement to such amended Terms.

1.3. These Terms contain the entire agreement of the parties to the use of the API, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.

1.4. This Agreement shall be construed in accordance with the governing law, without regard to its conflict of the law’s principles.

You are contracting with:
ChemADVISOR, Inc.
Pittsburgh, PA 15237

The governing law is that of the Commonwealth of Pennsylvania and controlling United States federal law.

2. SERVICES

If access is approved and necessary, ChemADVISOR shall, at its sole discretion, make the API available to you (“Customer”) to this Agreement and during a subscription term. You agree that any purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features.

2.1. Overview

2.1.1 ChemADVISOR provides the necessary infrastructure for the API and has the sole ability to offer contracts for Web Services, publicize them, monitor usage levels and obtain payment for them.

2.1.2 ChemADVISOR reserves the right to restrict access, monitor usage and track cdata for the API at their sole discretion.

2.2. Service Levels

2.2.1 Free Developer Sandbox accounts (“Sandbox Accounts”) shall be offered and contain a modified LOLI data set. The sole permitted use of a Sandbox Account is to develop and test software and all other possible usages are expressly prohibited and shall result in immediate account termination. Sandbox Accounts shall not require approval by ChemADVISOR, but shall be offered in accordance with these LOLI API Terms and Conditions as found herein and as applicable.

2.2.2 Paid Production Accounts (“Production Accounts”) will refer to all accounts herein other than a Sandbox Account wherein a full LOLI data set is offered, a fee for usage can be found at https://developer.chemadvisor.io/plans and usage is approved and allowed as per the LOLI API Terms and Conditions as found herein and as applicable.

2.3. API and License Grant, Customer Data

2.3.1 ChemADVISOR hereby provides approved Customers with a limited, non-exclusive, non-transferable and terminable license to access and use the API solely for Customer’s operations. Customer’s operations may, at ChemADVISOR’s discretion, include the right to allow Customer’s customer access to the API interfaces to transact business with Customer. Customer may permit its third party contractors, subject to confidentiality and use obligations at least as restrictive as those set forth in this Agreement, to access and use the API solely in connection with services provided by such third party contractors to Customer.

2.3.2 The Terms of this Agreement shall also apply to any modules or features subsequently provided by ChemADVISOR to Customer, and/or that have been purchased by Customer that augment or enhance the current business application.

2.3.3 ChemADVISOR shall host the API and may update the functionality and user interface of the API from time to time in its sole discretion

2.3.4 No other rights with respect to the API are granted under this Agreement. Without limiting the generality of the foregoing the API used by Customer is subject to the payment obligations set forth in the Fees and Payment Section of this Agreement.

2.3.5 The parties acknowledge, that as between them, all data entered by Customer or its representatives into the API or ChemADVISOR’s systems (“Customer Data”) is owned by Customer. Under no circumstances will ChemADVISOR withhold the Customer Data from Customer or prevent Customer from obtaining access to the Customer Data.

2.4. API Upgrades

2.4.1 “Upgrades” means new versions of, and updates to the API.

2.4.2 Customer acknowledges that from time to time ChemADVISOR may apply Upgrades to the API, and that such Upgrades may result in changes the appearance and/or functionality of the API.

2.5. Restrictions

2.5.1 The license granted in this Agreement and Customer’s use of the API shall not include service bureau use, outsourcing, renting or time-sharing of the API.

2.5.2 Customer agrees that the license granted herein is provided to Customer on the condition that Customer does not (and does not allow any third party to) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the API or any part thereof otherwise attempt to discover any source code, modify the API in any manner or form, or use unauthorized modified versions of the API, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the API.

2.5.3 Customer is expressly prohibited from sublicensing use of the API to any third parties. Customer agrees that ChemADVISOR shall own all rights, title and interest in and to all intellectual property rights in the API and the LOLI Database.

2.5.4 Except as provided in this Agreement, the license granted to Customer does not convey any rights in the API, expressed or implied, or ownership in the API or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by ChemADVISOR.

2.6. Customer Support

2.6.1 Customer will be responsible for receiving and responding to all calls for support from his End Users for the API and for performing initial problem analysis, diagnosis, and replication of the problem at Customer’s location. Problems will be deemed replicated if they occur persistently, if it seems reasonably likely they originate in the API, and if Customer reasonably cooperates with ChemADVISOR by providing logs and other information about the problem, its occurrences, and provides assistance to ChemADVISOR to help isolate the problem.

2.6.2 ChemADVISOR provides online and email technical support. Customer shall contact ChemADVISOR Support by email at the following address support@chemadvisor.com. In order for ChemADVISOR to process Customer’s support request, Customer shall: (1) Identify himself and the API affected, (2) Describe the nature of the outage, (3) Provide contact information in the form of email for follow up communications.

3. FEES AND PAYMENT

3.1 Sandbox Accounts shall not incur any fees for usage of the API but shall be required to comply with the LOLI API Terms and Conditions, as applicable and found herein.

3.2 Paid Production accounts shall be billed in accordance with ChemADVISOR policy.

3.3 ChemADVISOR reserves the right to adjust pricing levels from time to time at its’ sole discretion

4. CUSTOMER REGISTRATION

4.1 Customer must complete the ChemADVISOR registration process, in which case, Customer agrees to: (a) provide true, accurate, current and complete information about himself/herself or his/her company as prompted by the Service registration form (such information being the Registration Data) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. In the case of Paid Production accounts, after review and approval by ChemADVISOR (which shall be decided upon, customarily, within three (3) business days), Customer shall select a service level and input credit card information so as to purchase the service level after such time as their account has been approved. No approval is necessary for Sandbox Accounts.

4.2 Registration is necessary to offer functionality that requires the API to recognize a user. When a user registers, the information given contains certain personally Identifiable Information including but not limited to a valid e-mail address, real name, address, organizational name, country of residence and zip code. This personally identifiable information will be used to personalize and improve your experience of the service and as a basis as to confirm or deny your ability to utilize the API. This information will not be disclosed to any third-party without your explicit consent.

4.3 Customer declares that the information provided is (a) true, accurate, current and complete information about himself/herself or his/her company as prompted by the service registration form and (b) will be maintained and promptly updated to keep it true, accurate, current and complete.

4.4 Customer can review and change personally identifiable information, password or banking details at any time.

4.5 Customer will create a password and account during the Service registration process. Customer is responsible for maintaining the confidentiality of the password and account, and is fully responsible for all activities that occur under his/her password or account. Customer agrees to (a) immediately notify ChemADVISOR of any unauthorized use of the password or account or any other breach of security, and (b) ensure that Customer exits from the account at the end of each session. ChemADVISOR cannot and will not be liable for any loss or damage arising from failure to comply with the rules in this Section.

4.6 ChemADVISOR has the right to not approve or terminate Customer access to the API for any reason including, but not limited to, If Customer should provide information of any kind which is untrue, inaccurate, not current or incomplete, or ChemADVISOR has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete. In all cases, ChemADVISOR has the right to suspend or terminate the account and refuse any and all current or future use of the API (or any portion thereof).

5. CONTENT RESPONSIBILITY

5.1 In using ChemADVISOR API, Customer understands that he is liable for all information, in whatever form, (“Information”) made available to any third party via the API provided by ChemADVISOR. Customer agrees not to use the API to:

5.1.1. Upload, post, email, transmit or otherwise make available any Information that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

5.1.2. Harm minors in any way.

5.2 Customer understands and agrees that unless expressly stated, ChemADVISOR in no way controls, verifies or endorses any of the information uploaded by Customer in the API including listings, links, messages, advertisements and reviews. Customer also understands that ChemADVISOR is not responsible for content made available through the API.

5.3 Customer further acknowledges and agrees that ChemADVISOR shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

5.4 Customer understands and agrees that any uploading or posting will be at Customer’s sole risk and ChemADVISOR shall not be responsible to Customer in any way. Further, ChemADVISOR does not provide any warranty as to Customer’s use of third-party content, API or services that Customer obtains via the API.

5.5 ChemADVISOR does not purport the LOLI Database (the “Database”) or content contained within the API to be nor constitute legal or medical advice. Customer shall not rely solely on any information provided therein, but shall consult with professionals of Customer's own choosing for assessment of regulatory compliance and medical advice.

CUSTOMER ASSUMES FULL RESPONSIBILITY FOR THE USE OF THE MATERIALS PROVIDED UNDER THESE TERMS, AND THE USE AND/OR MANIPULATION OF ANY INFORMATION OR DATA PROVIDED.

ChemADVISOR®, Inc. AND ITS SUPPLIERS OF LISTS OR INFORMATION UNDER THIS AGREEMENT MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, NOR ARE ANY SUCH WARRANTIES OR REPRESENTATIONS TO BE IMPLIED WITH RESPECT TO THE MATERIALS FURNISHED, AND ChemADVISOR. ASSUMES NO RESPONSIBILITY WITH RESPECT TO CUSTOMERS, EMPLOYEES OR THEIR USE OF THE MATERIALS PROVIDED UNDER THIS CONTRACT. ChemADVISOR, INC. AND/OR THE SUPPLIERS OF LISTS OR INFORMATION UNDER THIS AGREEMENT SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES RESULTING IN WHOLE OR IN PART FROM CUSTOMER'S USE OF THE MATERIALS.

6. JOINT EFFORTS

6.1 Customer agrees that he will display the “Powered by ChemADVISOR” logo on the API Developer Portal.

6.2 Customer agrees that ChemADVISOR may during the term of this Agreement issue press releases and make orally reference to the fact that Customer is a customer of ChemADVISOR. ChemADVISOR agrees that Customer may also (during the term of this Agreement) make reference, orally or in writing, that ChemADVISOR is a service provider of Customer.

7. INTELLECTUAL PROPERTY RIGHTS, USE OF DATA, TRADE NAMES AND TRADEMARKS

7.1 All right, title and interest and all intellectual property rights in and to the pre-existing materials of each respective Party or a third party shall vest in and be the sole and exclusive property of that Party or such third party. ChemADVISOR owns all right to the LOLI Database and the formats therein provided under these Terms are owned by ChemADVISOR®, Inc. and are protected by copyright and registered trademark.

7.2 All right, title, and interest in and to the API content, format, functionality and all intellectual property rights in the foregoing will remain vested in ChemADVISOR.

7.3 Customer will not, at any time do, permit or cause to be done, any act or thing that would tend to impair or dilute ChemADVISOR’ s rights in the API or either party’s trademarks, service marks, and trade names.

7.4 Customer acknowledges and agrees that ChemADVISOR may use aggregate data derived from Customer’s use of the API hereunder provided that ChemADVISOR has anonymized such data. ChemADVISOR may use in its marketing and advertising the total number of users, total number of stored claim records, total transaction volumes, and other aggregate statistics to attract new customers. Customer further represents and warrants that the use of such data by ChemADVISOR will not infringe upon any person’s or entity’s intellectual property rights or other proprietary interests or invade any person’s or entity’s privacy. Further, the use of such data by ChemADVISOR will not result in any violation of applicable law or any agreement to which Customer is a party or by which Customer is bound. This section shall survive the termination of this Agreement with respect to data transmitted hereunder prior to the date of termination.

7.5 Customer further acknowledges that ChemADVISOR may, in its sole discretion, preserve or disclose Customer’s Content, as well as Customer’s information, such as e-mail addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with the legal process, enforce these Terms, respond to claims that any Content violates the right of third-parties; or to protect the rights, property, or personal safety of ChemADVISOR, its users or the general public.

8. TERMINATION

8.1 Customer may terminate their access to the API at any point in time upon notification to ChemADVISOR.

8.2 Customer agrees that ChemADVISOR at its sole discretion, has the right (but not the obligation) to delete or deactivate Customer’s account, block Customer’s email or IP address, or otherwise terminate Customer’s access to or use of the API (or any part thereof), immediately and without notice for any reason. Further, Customer agrees that ChemADVISOR shall not be liable to Customer or any third-party for any termination of such access. Further, Customer agrees not to attempt to use the API after said termination.

8.3 Upon the termination or expiration of this Agreement for any reason, Customer’s rights under this Agreement will cease, including all rights to use the API.

8.4 No termination of this Agreement will affect any obligation to make payment of outstanding amounts owed by Customer to ChemADVISOR.

8.5 Unless stated in a supplementary license agreement, ChemADVISOR reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the API (or any part thereof) with or without notice. Customer agrees that ChemADVISOR shall not be liable to Customer or to any third party for any modification, suspension or discontinuance of the API.

9. LIMITED WARRANTY

9.1 ChemADVISOR represents, warrants and covenants that the service will be provided in manner consistent with generally accepted industry standards, however, Customer expressly agrees that the use of the API and its content is at Customer’s sole risk and that Customers will be solely responsible for any damage to Customer’s computer system or loss of data that results from the downloads of files, API services and/or any graphics or other content.

9.2 ChemADVISOR represents, warrants and covenants that it has the authority and the right to enter into this Agreement, to perform services and provide API under this Agreement, and that its obligations under this Agreement are not in conflict with any ChemADVISOR obligations to any third parties.

9.3 ChemADVISOR’ s warranties under this Agreement will be void and of no effect with respect to any API which has been modified by Customer or by any party other than ChemADVISOR or which is used in any manner other than as authorized under this Agreement.

10. LIMITATION OF LIABILITY

CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT ChemADVISOR SHALL 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 INTANGIBLE LOSSES (EVEN IF ChemADVISOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

11. INDEMNITY

CUSTOMER HEREBY AGREES, AT HIS/HER EXPENSE, TO INDEMNIFY, DEFEND AND HOLD ChemADVISOR HARMLESS FROM AND AGAINST ANY LOSS, COST, DAMAGES, LIABILITY, AND/OR EXPENSE ARISING OUT OF OR RELATING TO (A) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS OF INFRINGEMENT BASED ON INFORMATION, DATA OR CONTENT CUSTOMER SUBMITTED IN CONNECTION WITH THE API, (B) ANY FRAUD, MANIPULATION OR OTHER BREACH OF THESE TERMS BY CUSTOMER, OR (C) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS BROUGHT AGAINST ChemADVISOR ARISING OUT OF CUSTOMER’S USE OF THE API.

12. MISCELLANEOUS

12.1 This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although the ChemADVISOR reserves the right to name Customer as use of the API.

12.2 The Limitation of Liability, Intellectual Property Rights, Use of Data, Trade Names and Trademarks, Limited Warranty, Fees and Payments, and Miscellaneous Sections will survive termination or expiration of this Agreement.

12.3 ChemADVISOR shall not be liable for any loss or delay (including failure to meet the service level commitment) resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, criminal acts of third parties, and any payment date or delivery of API date shall be extended to the extent of any delay resulting from any force majeure event.

12.4 Except for the sole purpose of complying with its obligations in the Agreement, ChemADVISOR will not modify any Customer Data, merge or commingle it with other data, commercially exploit it, disclose it, share it, sell it, rent it, provide access to it, or do anything that may in any manner adversely affect the integrity, security or confidentiality of the Customer Data.

12.5 Customer understands that the technical processing and transmission of the API, including Customer/s Information, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

12.6 During Customer use of ChemADVISOR services, ChemADVISOR may calculate and optionally store statistics and/or logs of the Customer traffic that the customer reports to ChemADVISOR using the provided ChemADVISOR APIs. ChemADVISOR may limit the period of storage of this statistical data depending on the contract type that the customer maintains with ChemADVISOR.

ChemADVISOR commits to retain the statistical data for a minimum of 1 year for paid accounts. ChemADVISOR makes no commitment to minimal storage time for free accounts and may remove stored statistical data at any time with no warning.

Upon termination, ChemADVISOR will delete the Customer’s account and all associated statistical data.