OPEN CITRINATION TERMS OF SERVICE

Thank you for your interest in Open Citrination, the open, cloud-based, artificial intelligence platform service for materials and chemicals located at citrination.com and developed by Citrine Informatics, Inc. (“Citrine”) solely for academic, non-profit, or non-commercial use. Your access to and use of Open Citrination and its related services are governed by, and are conditioned upon, your compliance with the terms and conditions of this Open Citrination Terms of Service (the “Terms”) and all applicable local, state, national, and international laws, rules, and regulations. Citrine is willing to permit you to access and use Open Citrination only upon the condition that you accept all of the terms contained in these Terms.

You may not use Open Citrination for any commercial or for-profit purposes, except as expressly provided in these Terms. For example, employees of a university may use Open Citrination to perform academic research, but may not use Open Citrination to perform work as a contractor on projects for a commercial, for-profit company that is not an Authorized Entity (as defined below). Please contact Citrine at privacy@citrine.io for more information about access and use of Citrination, the version of the platform service for commercial or for-profit purposes.

BY CLICKING ON THE CHECKBOX MARKED “I AGREE TO THE TERMS OF SERVICE” OR BY ACCESSING OR USING OPEN CITRINATION, YOU AGREE TO, AND WILL BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THESE TERMS.

IF OPEN CITRINATION IS TO BE USED BY OR ON BEHALF OF AN ACADEMIC INSTITUTION, AN ACADEMIC OR NON-PROFIT ORGANIZATION OR ENTITY, OR OTHER ORGANIZATION OR ENTITY, AND NOT ON AN INDIVIDUAL BASIS, THE INDIVIDUAL EXPRESSING ACCEPTANCE OF THESE TERMS REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE AUTHORITY TO BIND (AND IS BINDING) SUCH ACADEMIC OR NON-PROFIT INSTITUTION OR ORGANIZATION OR ENTITY TO THESE TERMS, AND THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ACADEMIC OR NON-PROFIT INSTITUTION OR ORGANIZATION OR ENTITY. IF THE INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT USE OR AUTHORIZE OTHERS TO USE OPEN CITRINATION. IF YOU ARE USING OPEN CITRINATION AS AN INDIVIDUAL ON AN INDIVIDUAL BASIS, THE TERMS “YOU” OR “YOUR” REFER ONLY TO YOU, AND NOT TO YOUR ACADEMIC OR NON-PROFIT INSTITUTION, ORGANIZATION, OR ENTITY.

Please note that Citrine may modify these Terms at any time, in its sole discretion. If we do so, we’ll let you know either by posting the updated Terms on Open Citrination or through other communications. It’s important that you review the Terms whenever we update them or you use Open Citrination. If you continue to use Open Citrination after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, you may not use Open Citrination anymore. Because Open Citrination is evolving over time, we may change or discontinue all or any part of the Open Citrination service, at any time and without notice, at our sole discretion.

These Terms were last updated on 7/17/18.

1. DEFINITIONS

1.1 “Aggregate Data” means the aggregate, anonymized, metadata about the usage of Open Citrination and model performance, which specifically excludes all Entity Data and does not specifically identify you. By way of illustration, Aggregate Data includes, without limitation, data such as the number of times Authorized Users logged into Open Citrination in a day or a week, how long Open Citrination was used, internal metrics of the machine learning system, and performance of Citrine’s algorithm within the system.

1.2 “Authorized Entity” means a Non-Profit Entity or Startup on whose behalf an Authorized User uses Open Citrination.

1.3 “Authorized User” means you or an employee or contractor of an Authorized Entity who (a) has registered online with Citrine and been assigned a unique username and password combination to access and use Open Citrination; and (c) has agreed to these Terms prior to being permitted to access and use Open Citrination for the first time. If you are an employee or contractor of an Authorized Entity, as an Authorized User you also agree that you are authorized by the Authorized Entity to access and use Open Citrination for the benefit of the Authorized Entity during your employment or contract work for the Authorized Entity.

1.4 “Entity Data” means (a) all data and information input or submitted by you into Open Citrination; and (b) any data and information generated by Open Citrination and provided to you.

1.5 “Documentation” means the standard user documentation for Open Citrination that Citrine makes available to Authorized Users on the websites located at citrination.org and help.citrination.com.

1.6 “Intellectual Property Rights” mean patent rights, copyrights, trade secrets, know-how, and any other intellectual property and proprietary rights recognized in any country or jurisdiction in the world.

1.7 “Non-Profit Entity” means a non-profit academic institution or other academic or non-profit organization or entity on whose behalf an Authorized User uses Open Citrination.

1.8 “Open Citrination” mean the open, cloud-based service and artificial intelligence platform for materials and chemicals, which includes the building of analytical models using scientific data or Entity Data, provided by Citrine solely for academic, non-profit, or non-commercial use, including by Non-Profit Entities.

1.9 “Startup” means a Materials Science company on whose behalf an Authorized User uses Open Citrination and that has (i) either annual revenue below one million dollars (US $1,000,000) or less than five million dollars (US $5,000,000) in outside funding; and (ii) authorization from Citrine to access and use Open Citrination. Please contact Citrine at privacy@citrine.io to obtain authorization for a Startup to access and use Open Citrination as an Authorized Entity.

2. OPEN CITRINATION

2.1 Access and Use. Subject to your compliance with the terms and conditions of these Terms, Citrine will provide Open Citrination to you in accordance with and subject to these Terms and the Documentation. Except as otherwise provided in these Terms, you may access and use Open Citrination solely for internal academic, non-profit, or non-commercial purposes.

2.2 Restrictions. You shall not, nor permit a third party to, attempt to interfere with or disrupt Open Citrination or attempt to gain access to any systems or networks that connect thereto (except as required to access and use Open Citrination). You shall not: (a) allow access to or use of Open Citrination by anyone other than Authorized Users; (b) transfer (or allow Authorized Users to transfer) any rights hereunder, including the rights to access or use Open Citrination without Citrine’s prior written consent; (c) copy, modify, or distribute any portion of Open Citrination (including, but not limited to, any Aggregate Data or any data other than the Entity Data); or (d) rent, lease, or provide access to Open Citrination on a time-share or service bureau basis.

2.3 Acceptable Use Policies. You acknowledge and agree that Citrine does not monitor or police communications or data transmitted through Open Citrination and that Citrine shall not be responsible for the content of any such communications or transmissions. You shall use Open Citrination solely for authorized and legal purposes, consistent with all applicable laws, rules, regulations, and the rights of others. You shall keep confidential and not disclose to any third parties, and shall ensure that Authorized Users keep confidential and do not disclose to any third parties, any usernames, passwords, and account information, except to use Open Citrination in accordance with these Terms. You acknowledge that Open Citrination is not designed, intended, or authorized for use in hazardous or mission-critical circumstances or for uses requiring fail-safe performance, such as the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, or weapons control systems, or where failure could lead to death, personal injury, or environmental damage. You shall not use Open Citrination for such purposes or under such circumstances.

3. ENTITY DATA

3.1 License Grant. You grant to Citrine a non-exclusive, non-transferable, worldwide, perpetual, royalty-free license, with the right to sublicense, to reproduce, process, format, transmit, modify, prepare derivative works based upon, display to Authorized Users, and otherwise use the Entity Data solely to provide the Open Citrination services and to perform these Terms. For the avoidance of doubt, Open Citrination uses Entity Data on an anonymous basis to train machine learning models, and you agree that those models (but not the Entity Data) may be shared with third parties. The Entity Data, and all Intellectual Property Rights therein, is and will remain the exclusive property of you and your licensors, and you reserve all rights and licenses in and to the Entity Data not expressly granted to Citrine under these Terms.

3.2 Data Maintenance and Backup. Citrine will follow commercially reasonable industry practices to secure, backup, and archive Entity Data. In the event of any loss or corruption of any Entity Data that is stored on or processed by Open Citrination, Citrine will use commercially reasonable efforts to restore the lost or corrupted Entity Data from the latest backup of such Entity Data maintained by Citrine. Except for the foregoing, Citrine will not be responsible for any loss, destruction, alteration, unauthorized disclosure, or corruption of Entity Data caused by a third party. THIS SECTION SETS FORTH CITRINE’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDIES IN THE EVENT OF ANY LOSS OR CORRUPTION OF ENTITY DATA.

4. OBLIGATIONS OF YOU OR THE NON-PROFIT ENTITY

4.1 Enforcement. You shall: (a) ensure that all Authorized Users comply with the terms and conditions of these Terms; (b) promptly notify Citrine of any suspected or alleged violation of this Terms or unauthorized access or use of Open Citrination; and (c) cooperate with Citrine with respect to any investigation by Citrine of any suspected or alleged violation of these Terms and any action by Citrine to enforce the terms and conditions of these Terms. You shall be liable for any violation of these Terms by any Authorized User.

4.2 Telecommunications and Internet Services. You acknowledge and agree that you and the Authorized User’s use of Open Citrination is dependent upon access to telecommunications and Internet services. You shall be solely responsible for acquiring, setting up, and maintaining, at your own expense, all telecommunications and Internet services and third party hardware and software required to access and use Open Citrination, including without limitation any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Citrine shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services and third party hardware and software. You acknowledge that any warranty with respect to any third party hardware and software is provided exclusively by the manufacturer, and not by Citrine, and that Citrine shall have no obligation or liability whatsoever with respect to any such third party hardware and software.

5. OWNERSHIP

5.1 Citrine Ownership. You expressly acknowledge that, as between Citrine and you, Citrine and its licensors exclusively own all rights, title, and interest in and to Open Citrination (excluding Entity Data but including all Aggregate Data), including all Intellectual Property Rights embodied therein. You will not delete or in any manner alter the copyright, trademark, or other proprietary rights notices appearing on Open Citrination and the Documentation. You will reproduce such notices on all copies you make of portions of Open Citrination and the Documentation.

5.2 Your Ownership. Citrine expressly acknowledges that, as between Citrine and you, you and your licensors exclusively own all rights, title, and interest in and to (a) the Entity Data; (b) all computational results and projections generated using Open Citrination; and (c) any subsequent discoveries, patents, trade secrets, or any other Intellectual Property Rights generated by you in relation to (a) and (b) above.

5.3 Feedback. You hereby grant to Citrine a non-exclusive, non-transferable, worldwide, perpetual, irrevocable, royalty-free license, with the right to sublicense, to reproduce, prepare derivative works based upon, distribute, publicly perform, publicly display, and otherwise use and incorporate into Open Citrination any oral or written suggestions for improvements, enhancement requests, recommendations, and other feedback provided by you relating to Open Citrination or any component thereof.

6. NO WARRANTY AND DISCLAIMER. You assume sole responsibility and liability for the Entity Data and any results obtained from your use of Open Citrination and for conclusions drawn from such use. Citrine will have no liability for any claims, losses, or damage caused by (a) errors or omissions in any Entity Data; (b) any actions taken by Citrine at your direction; or (c) your or any Authorized User’s use of any third party products, software, services, or websites accessed from within Open Citrination. OPEN CITRINATION IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, CITRINE EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that Open Citrination will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, completeness, or reliability of the results of your use of Open Citrination.

7. TERMINATION.

7.1 Termination. Citrine may terminate your access to and use of Open Citrination, at our discretion, at any time and without notice to you. Citrine reserves the right to terminate your access to and use of Open Citrination if we receive repeated complaints about misuse of Open Citrination by you or the Authorized Users. You may cancel your registration at any time by sending an email to us at privacy@citrine.io.

7.2 Effect of Termination. Upon any expiration or termination of these Terms, you and the Authorized Users’ rights to access and use Open Citrination shall terminate immediately, and you and the Authorized Users shall immediately cease all use of Open Citrination. Citrine will have no obligation to maintain or provide access to such Entity Data and will thereafter, unless legally prohibited and except for archival back-up purposes, have the right to delete all such Entity Data in its possession or control. Citrine will have the right to retain, and nothing in these Terms will be deemed to require Citrine to destroy, any Aggregate Data in Citrine’s possession or control following the expiration or termination of these Terms.

7.3 Survival. The rights and obligations of Citrine and you contained in Sections 1, 2.2, 3.1, 5, 6, 7.2, 7.3, 8, 9, and 10 will survive any expiration or termination of this Terms.

8. INDEMNIFICATION. You will indemnify, defend, and hold harmless Citrine, its officers, directors, employees, and agents from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees) arising out of or related to (a) use of the Entity Data; (b) your or an Authorized User’s use of Open Citrination; or (c) violation of these Terms by you or an Authorized User.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. NEITHER CITRINE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING OPEN CITRINATION OR RELATED SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, STATUTORY, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE SERVICES OR PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OR INABILITY TO USE OPEN CITRINATION, WHETHER SUCH CLAIM FOR RECOVERY IS BASED UPON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, EVEN IF A LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NO ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9.2 Total Liability. IN NO EVENT WILL CITRINE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OPEN CITRINATION EXCEED ONE HUNDRED DOLLARS ($100).

10. GENERAL

10.1 Governing Law and Venue. These Terms will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in the Northern District of California and the parties irrevocably consent to the personal jurisdiction and venue therein.

10.2 Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Citrine’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. Citrine may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and their permitted assigns.

10.3 Notices. Any notices or other communications provided by Citrine under these Terms, including regarding modifications to these Terms, will be given: (a) via email; or (b) by posting to Open Citrination. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

10.4 Severability and Waiver. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect and the affect provision will be construed so as to be enforceable to the maximum extent permitted by law. The failure by either party to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision.

10.5 Entire Agreement. These Terms constitute the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. These Terms may not be modified or amended except in a writing signed by a duly authorized representatives of each party.

10.6 Contact Information. If you have any questions about these Terms or Open Citrination, please contact Citrine at privacy@citine.io, (650)276-7318, or 702 Marshall St, Suite 520, Redwood City, CA 94063.