End User License Agreement - KnowItAll AnyWare

John Wiley and Sons, Inc. End User License Agreement (the "Agreement")

Carefully read the following Terms and Conditions before installing and/or using the KnowItAll databases and software (the "Wiley Product") made available by John Wiley and Sons, Inc. ("Wiley"). By installing and/or using the Wiley Product You indicate Your acceptance of the terms and conditions of this Agreement. If You do not agree to be bound by these terms and conditions, You may return the product with Your receipt for the purchase and all packaging and documentation for a full refund within thirty (30) days of purchase. For the avoidance of doubt, all references to "You" of "Your" shall refer to the individual end user and any person or entity licensing the Wiley Product on the end user's behalf.

License: Wiley hereby grant You, and You accept, a non-exclusive and non-transferable license, to use the Wiley Product for Your own internal purposes, in accordance with the documentation provided with the Wiley Product, and as provided for under the terms of this Agreement. You acknowledge that any violation of this Agreement by You could result in a termination of this Agreement.

Term: This Agreement is effective until terminated. You may terminate it at any time by destroying the Wiley Product.

Authorized use of Wiley Product: This Agreement allows You use the Wiley Product on a single sign on. You may selectively download and print limited content of the Wiley Product for Your personal non-commercial use, provided, however that any such portions of the Wiley Product downloaded or printed will continue to be subject to the terms and conditions of this Agreement, and You acknowledge that any copy, or portion printed is protected by U.S. copyright law. You shall take reasonable measures to maintain the security of the Wiley Product. Upon termination of this Agreement, You agree to destroy all copies in any form. IF YOU TRANSFER POSSESSION OF ANY COPY OF THE WILEY PRODUCT TO ANOTHER PARTY, YOU MUST NOTIFY THEM OF THE TERMS OF THIS AGREEMENT.

Use Restrictions. You may not (a) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Wiley Product; (b) download, store in a retrieval system, publish, transmit, or otherwise reproduce, transfer, store, disseminate, or use, in any form or by any means, any part of the data contained within the Wiley Product, except as expressly provided for in this Agreement;(c) use the Wiley Product as a part of a service bureau, Application Service Provider (ASP), or similar structure that allows third parties to use or benefit from the use of the Wiley Product, whether over the internet or otherwise or use, in any form or by any means; (d) resell, sublicense, lease, or grant any other rights of any kind to any individual copy of the Wiley Product to any other person; (e) use any portion of the Wiley Product for the purpose of machine learning or any other expert system development; and (f) remove any proprietary marks, disclaimers, legends, and copyright notices that appear in any copy of the Wiley Product or any portion thereof. THE WILEY PRODUCT AND THE MATERIAL ACCESSIBLE HEREIN MAY NOT BE USED IN THE OPERATION OF NUCLEAR FACILITIES OR FOR CLINICAL OR THERAPEUTIC USE OR IDENTIFICATION OF AN ISOTOPE OR IN RELATION TO ANY ACTIVITIES OR IN ANY OTHER CIRCUMSTANCE IN WHICH ANY ERROR OR FAILURE OF THE PRODUCT OR IN THE MATERIAL ACCESSIBLE THROUGH THE PRODUCT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. THE WILEY PRODUCT SHOULD BE USED ONLY BY TECHNICALLY-QUALIFIED INDIVIDUALS OR THOSE UNDER THEIR DIRECT SUPERVISION. THE WILEY PRODUCT IS NOT A SUBSTITUTE FOR EXPERT INTERPRETATION OF CLINICAL LABORATORY RESULTS AND IS NOT A SUBSTITUTE FOR THE CURRENT STANDARD OF CARE FOR CLINICAL LABORATORY ANALYSIS.

Proprietary Rights. You acknowledge and agree that the Wiley Product, including but not limited to any and all updates, versions, modifications, enhancements, improvements, and copies thereof, and all information and intellectual property contained therein, is the sole and exclusive property of Wiley and/or its licensors, and the Wiley Product is licensed to You only for the term of this Agreement and strictly under the terms hereof. Wiley and/or its licensors own or have obtained all right, titles, and interest in and to the content in the Wiley Product, and the Wiley Product contains copyrighted and confidential trade secret information that is the property of, or licensed by Wiley. Except for the limited rights given to You herein, all rights are reserved by Wiley and/or its licensors.

Termination. If You should fail to perform in the manner required in this Agreement, this Agreement shall terminate and Wiley may exercise any rights it may have. Upon termination, Wiley requires that You destroy the Wiley Product and that You so certify, in writing to Wiley. . If You breach this Agreement, Wiley shall have the right to terminate this Agreement immediately, without prior notice. Breaches of this Agreement include but are not limited to the unauthorized sale, use or distribution of the Wiley Product or any derivative work, or any portion or enhancement of the Wiley Product or any derivative work, to any third party. You shall be responsible for any damages caused to Wiley which may result from Your breach of this Agreement, including Wiley's costs and damages occasioned by act or omission on Your part, and its damages in enforcement of this Agreement. The remedies specified herein are cumulative, and are in addition to any other remedies which Wiley may have at law.

Warranties, Indemnities, and Limitation of Liability.

THE WILEY PRODUCT IS PROVIDED "AS IS", WILEY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WILEY MAKES NO WARRANTY OF ANY KIND THAT THE WILEY PRODUCT, DOCUMENTATION OR ANY OTHER WILEY OR THIRD-PARTY GOODS, SERVICES, TECHNOLOGIES OR MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM, WILL MEET LICENSEE'S OR OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR FREE, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE, HARDWARE, SYSTEM OR NETWORK). TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, NO RESPONSIBILITY IS ASSUMED FOR ANY INJURY AND/OR DAMAGE TO PERSONS, ANIMALS OR PROPERTY AS A MATTER OF PRODUCTS LIABILITY, NEGLIGENCE OR OTHERWISE, OR FROM ANY USE OR OPERATION OF ANY IDEAS, INSTRUCTIONS, METHODS, PRODUCTS OR PROCEDURES CONTAINED IN OR DERIVED FROM THE PRODUCT. LICENSED PRODUCTS SHOULD BE USED ONLY BY TECHNICALLY-QUALIFIED INDIVIDUALS OR THOSE UNDER THEIR DIRECT SUPERVISION. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE WILEY PRODUCT IS ASSUMED BY YOU.

The limited warranty set forth above is in lieu of all other express warranties, whether oral or written. The agents, distributors, employees, and resellers of Wiley are not authorized to modify this warranty, nor to make additional warranties binding on Wiley. Accordingly, additional statements such as distributor representations, whether written or oral, do not constitute warranties of Wiley and should not be relied upon as a warranty of Wiley. In no case shall Wiley’s liability exceed the cost of the Wiley Product.

If the Wiley Product disc/USB is defective in workmanship or materials and Wiley is given timely notice thereof, Wiley’s sole and exclusive liability and Your sole and exclusive remedy, shall be to replace the defective disc/USB. In the event of a defect in a disc/USB covered by this warranty, Wiley will replace the disc/USB provided that You return the defective disc/USB to Wiley together with a copy of Your receipt. If Wiley is unable to provide a disc/USB that is free from such defects, You may terminate this Agreement by returning the disc/USB and all associated documentation to Wiley for a full refund. The foregoing states Your sole remedy and Wiley’s sole obligation in the event of the occurrence of a defect coming within the scope of the limited warranty.

IN NO EVENT SHALL WILEY, ITS SUPPLIERS, OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE WILEY PRODUCT OR DOCUMENTATION BE LIABLE FOR ANY LOSS OR INACCURACY OF DATA OF ANY KIND OR FOR LOST PROFITS, LOST SAVINGS, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED IN ANY WAY TO THE USE OR INABILITY TO USE THE PRODUCT, EVEN IF WILEY OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY TO ANY CLAIM OR CAUSE WHATSOEVER WHETHER SUCH CLAIM OR CAUSE IS IN CONTRACT, TORT OR OTHERWISE.

You agree to indemnify and hold Wiley, its suppliers, and all of their officers, directors, employees and agents, as well all those individuals or organizations providing information for the Wiley Product, harmless from any and all claims of third parties resulting from or incidental to Your use or operation of the Wiley Product, or arising from any breach by You of any provisions of this Agreement. Wiley may, at its option, institute or defend any action arising out of the aforesaid clauses with counsel of its own choice. (Some states do not allow exclusions or limitations of implied warranties or liability in certain cases, so the above exclusions and limitations may not apply to You.)

Export Law Assurances. You may not use or otherwise export, re-export, release directly or indirectly the Wiley Product except as authorized by United States law and the laws of the jurisdiction in which the Wiley Product was obtained. By using the Wiley Product, You represent and warrant that You are familiar with and in full compliance with any such applicable laws, including but not limited to the International Traffic in Arms Regulations ("ITAR") and regulations set by the Office of Foreign Assets Control ("OFAC") and will hold Wiley harmless for any violation of such laws or regulations by You.

Notwithstanding any other term in this License Agreement, neither party’s delay or failure to perform any provision of this Agreement due to circumstances beyond its control (including, without limitation, war; civil disorder; strike; flood; fire; storm; accident; terrorism; governmental restriction; infectious disease; epidemic; pandemic; public health emergency; embargo; power, telecommunications or Internet failures; damage to or destruction of any network facilities; the enactment of any law, executive order, or judicial decree; or any other circumstance beyond a Party’s control whether similar or dissimilar to the foregoing) ("Force Majeure") will be deemed to be, or to give rise to, a breach of this Agreement. The party claiming Force Majeure will provide written notice of the circumstances (where possible), and will be entitled to a reasonable extension of time for performing such obligations. Where Wiley is claiming Force Majeure, Wiley will be entitled to implement a reasonable alternative where practical under the circumstances and if its inability to perform continues for more than 30 days or it is inadvisable or commercially impractical to perform due to Force Majeure, Wiley may terminate the License Agreement without penalty or charge, on written notice, and Wiley’s performance will be fully excused.

THIRD PARTY SOFTWARE: You acknowledge that the Wiley Product may include components from third parties, and terms and conditions of this Agreement apply with equal force to such third party components, and such third parties are beneficiaries of this Agreement.

ADDITIONAL LICENSES AND SOFTWARE: Upon the mutual agreement of Wiley and You, and upon payment of then-current license fees, You may expand this Agreement to include additional software and/or data (which shall be considered "Additional Software" hereunder), including but not limited to Infrared Data ("IR Data"), Nuclear Magnetic Resonance Data ("NMR Data"), Raman Data ("Raman Data"), Ultraviolet Visible Data ("UV/VIS Data"), Gas Chromatography Data ("GC Data"), Mass Spectral Data ("MS Data") and/or additional software modules developed by third parties, and/or You may expand the scope of this Agreement by renewals thereof. Use of the Additional Software shall be governed by the terms and conditions of this Agreement, and any additional terms and conditions provided with such Additional Software.

General.

This Agreement shall be governed by the laws of the State of New York, without regard to such State’s conflict of law rules. Any legal action, suit, or proceeding arising out of or relating to this Agreement or the breach thereof shall be instituted in a court of competent jurisdiction in New York County in the State of New York and each party hereby consents and submits to the personal jurisdiction of such court and consents to service of process by registered or certified mail, return receipt requested, at the last known address of such party.

The terms of this Agreement shall take precedence over any conflicting terms which may be in Your purchase order or Wiley's or its agent's invoice.

If any provision of this Agreement is deemed to be unlawful, invalid, or unenforceable, the remaining provisions shall remain in full force and effect as if the unlawful, invalid, or unenforceable provision had been omitted and such unlawful, invalid or unenforceable provision will be replaced with a provision that is lawful, valid, enforceable and most closely reflects the intent of the parties.

This Agreement may not be transferred or assigned without Wiley's prior written consent.

Sections 4 (with respect to limitations), 5, 6, 7 (except with respect to the limited warranty), 8, 12 and 13 shall survive the termination of this Agreement.

Use, duplication, or disclosure by the U.S. Government is subject to restrictions stated in regulation 48-DFARS 252.227-7013(c)(1)(ii). Wiley Product licensors: John Wiley & Sons, Inc., 111 River Street, Hoboken, N.J. 07060.

Acknowledgment. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU ALSO ACKNOWLEDGE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN WILEY AND YOU, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR OTHER COMMUNICATIONS, WHETHER ORAL OR WRITTEN, BETWEEN YOU AND WILEY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THIS AGREEMENT CANNOT BE MODIFIED OR AMENDED EXCEPT BY A FURTHER WRITTEN INSTRUMENT EXECUTED BY YOU AND WILEY.

KnowItAll AnyWare Software EULA (Rev. June 2020)