MOL-INSTINCTS End User License Agreement

This End User License Agreement (hereinafter "EULA") is a legally binding agreement between the SynEssen, Inc.(hereinafter "SynEssen") and customers(either an individual or an entity – hereinafter "LICENSEE"). The terms and condition of this EULA govern use of certain SynEssen-owned databases, computer programs, software, features, functions, and services related to MOL-INSTINCTS, the associated online data, downloaded data from SynEssen’s server, data carrier, information, executable object codes, video, images, any printed or electronic materials, files, the software and hardware of MOL-INSTINCTS database server constructed within LICENSEE's organization, and any "online", "offline" or electronic documentation (hereinafter collectively "PRODUCT") supplied by SynEssen. The PRODUCT is copyrighted and is licensed to LICENSEE under this EULA. By selecting the "…Accept..." or "…Agree…" or “Create” option button or by copying or otherwise using the PRODUCT, LICENSEE agrees to be bound by the terms of this EULA. This EULA takes precedence over any other agreement or terms embedded within the PRODUCT. If you do not agree with any term or condition of this EULA, please do not download, order, open, install or use the PRODUCT.

1.  PRODUCTS, SERVICES, AND PRICING

The products to be licensed to “LICENSEE”, and the associated services, and the total payment amount are described below:

• • Product Name:
  Note (If available):
• • Number of Users:
• • License Period Term:
• • Start Date / End Date:
• • Licensed Internet Protocol (IP) Address Range(s):
• • Total Payment Amount Due in US Dollars:
  (CUSTOMER shall make all payments in the currency specified in this Article)
• • Payment Due Date: Net 15 Business days from the issuance date of invoice

2. OBLIGATIONS OF SYNESSEN

SynEssen will setup and activate user account(s) for the products described in Article 1 and will provide LICENSEE with the user account information by email within three(3) business days from the date that the payment is received in full. SynEssen will also provide email during the license term of this EULA.

3. OBLIGATIONS OF LICENSEE

CUSTOMER is permitted to use the products specified in Article 1 on the terms and conditions of this EULA. LICENSEE shall make all payments specified in Article 1 within ten(10) business days from the date of invoice identified. LICENSEE represents and warrants that: (a)The EULA Terms and Conditions constitute a legally binding agreement of LICENSEE, which are fully enforceable in accordance with all of their terms and conditions; and (b) LICENSEE possesses the requisite power and authority to execute and deliver the EULA Terms and Conditions and comply with all of the obligations and restrictions imposed on LICENSEE.

4. NATURE OF MOL-INSTINCTS DATABASES AND SERVICES

The MOL-INSTINCTS database contains thermo-physico-chemical property data, thermo-physico-chemical property estimation functions, molecular descriptors, quantum chemical information, drug-related information, spectroscopic information, and other information (hereinafter collectively "INFORMATION") of pure chemical compounds used for industrial and academic applications as well as for research and development in science and engineering. MOL-INSTINCTS consists of various SynEssen-owned INFORMATION, images and the associated services including account set-up, server maintenance, and user support, which may change from time to time. SynEssen retains the right to temporarily or permanently block access to certain information and features available on MOL-INSTINCTS if SynEssen, in its sole discretion, believes that the MOL-INSTINCTS may be used for an improper purpose or otherwise in violation of the terms of this EULA. LICENSEE is licensed to use the PRODUCT made available on MOL-INSTINCTS solely in the regular course of LICENSEE's internal applications, research, development, and related work.

5. GRANT OF LICENSE

5.1 General.SynEssen grants and LICENSEE accepts a non-exclusive, non-transferable, non-sub licensable license to use the PRODUCT during the license term: (i) for LICENSEE's own internal business and research purposes; (ii) only on the supported internet protocol (IP) address range(s); (iii) in accordance with the terms and conditions of this EULA executed by SynEssen and LICENSEE. SynEssen specifically reserves all rights not expressly granted under this EULA. Except as otherwise provided with respect to certain PRODUCT, the license includes the right to download and temporarily store insubstantial portions of the PRODUCT to a storage device under LICENSEE's exclusive control solely (i) to display internally such PRODUCT, (ii) to create printouts of the PRODUCT for internal use, and (iii) to use such PRODUCT for internal applications, research, development, and related work.
5.2 Restrictions.Without the prior written consent of SynEssen, LICENSEE shall not: (i) Permit any user to use the PRODUCT unless such user has been authorized by SynEssen; (ii) Copy the PRODUCT except as provided in this EULA ; (iii) Use all or any part of the PRODUCT in a private archival database or other searchable database or extract data by using unusual or mechanical methods or activities; (iv) Use all or any part of the PRODUCT to establish any kind of information service for third parties; (v) Sublicense, redistribute, transfer, encumber, sell, rent, lease all or any part of the PRODUCT under any circumstances; (vi) Pass any part of the PRODUCT to third parties; (vii) Publish any part of the INFORMATION; (viii) Remove, alter, obliterate, or in any way change the form or placement of any trademark, logo, copyright or other proprietary notices; (ix) Use the PRODUCT to enable, support or otherwise aid the development of technology competitive with the PRODUCT or any PRODUCT embedded therein.
5.3 Publication and Citation.If the PRODUCT is used to obtain a private result in the course of LICENSEE's own internal work, that result may be published in the public literature or an internet website under the conditions that (i) the contents of the publication do not include any part of the INFORMATION, and (ii) LICENSEE acknowledges its use of the PRODUCT in an appropriate citation. The citation should include (i) the name of the PRODUCT (MOL-INSTINCTS), (ii) the source (http://members.imolinstincts.com.cn/), and (iii) the authorship as designated by SynEssen, Inc.
5.4 Modifications and Enhancements.LICENSEE shall not make any modifications or enhancements to the PRODUCT, create any derivative works of the PRODUCT, reduce the INFORMATION into human readable form, or merge or separate the PRODUCT.
5.5 Prohibition against Reverse Engineering.LICENSEE shall not alter, decompile, disassemble, reverse engineer, and attempt to derive the source code, or emulate functionality of the PRODUCT.

6. OWNERSHIP, COPYRIGHT, AND PROPRIETARY RIGHTS

SynEssen retains all ownership rights and the copyrights of the PRODUCT. LICENSEE acquires no rights of ownership or copyright, except the right to use the PRODUCT according to the provisions of this EULA. Further, LICENSEE recognizes and agrees that title to, ownership of, and all rights in patents, pending patent applications, trademarks, trade secrets and other intellectual property rights in the PRODUCT, do not transfer to LICENSEE and shall remain in SynEssen and/or SynEssen's third party vendors and licensors. LICENSEE shall not "mirror" or "frame" any material, including but not limited to names, logos, and icons contained in the PRODUCT, and any use of such materials without the express written permission of SynEssen. LICENSEE shall protect proprietary information to the same degree LICENSEE protects its own proprietary information, but with no less than a reasonable degree of care, and in any event shall not disclose it or permit access thereto to any contractor, consultant or other third party without the prior written consent of SynEssen. During and after the term of this EULA or the SA, with respect to any of the PRODUCT that LICENSEE elects to use, LICENSEE shall not assert, nor shall LICENSEE authorize, assist, or encourage any third party to assert, against SynEssen or any of SynEssen’s customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of SynEssen), licensors, sub-licensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such features/services of the PRODUCT.

7. CONFIDENTIALITY

The PRODUCT is confidential information. LICENSEE agrees not to transfer, copy, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of SynEssen. LICENSEE agrees to maintain the confidentiality of the PRODUCT with at least the same degree of care that LICENSEE uses to protect LICENSEE's own confidential information. LICENSEE will not assign or transfer this EULA, or any rights and obligations hereunder, without obtaining the prior written consent of SynEssen, which consent may be withheld by SynEssen in its sole discretion for any reason whatsoever.

8. TERM

The license granted under this EULA commences on the start date and expires at the end of the license term specified in the EULA. The license term may be renewed upon the agreement of both parties, but no later than thirty (30)days prior to the expiration of the license. Upon expiration of a license, LICENSEE's right to use the PRODUCT shall end and LICENSEE shall: (i) promptly return to SynEssen all the PRODUCT, proprietary information, and all copies thereof; (ii) erase all the PRODUCT from the memory of LICENSEE's computer(s) and storage devices or render it non-readable; and (iv) upon SynEssen’s request, promptly certify in writing that LICENSEE has satisfied its obligations under this EULA.

9. TERMINATION/CANCELLATION

Either party may terminate or cancel this EULA, if the other party breaches any terms or conditions of the EULA and fails to remedy such breach within seven(7)days after written notice of such breach. SynEssen may immediately terminate this EULA and/or SA, if LICENSEE fails to pay any payment to SynEssen required to be paid hereunder or participates in any unauthorized use of the PRODUCT. In the event of any termination or cancellation of this EULA, SynEssen may declare all amounts owed to it hereunder to be immediately due and payable.

10. PAYMENT

10.1 License and Service Fees.License and Service fees are payable by LICENSEE in advance. Except as otherwise stated in the EULA, the invoice issued by SynEssen shall be payable by LICENSEE in full within ten(10) business days from the date of invoice. The failure of full payment by LICENSEE within ten(10) business days from the date of invoice will nullify this EULA and SynEssen has no obligation to provide any license and service under Article 1 & 2 of this EULA.

10.2 Payment.Unless otherwise specified in the EULA, all payments shall be in U.S. Dollars. LICENSEE shall make all payments required under the EULA without setoff, counterclaim or other defense.

10.3 Taxes.If LICENSEE is required to withhold tax on any amounts payable under the EULA, LICENSEE shall be responsible for the payment of such tax and shall pay SynEssen the full amount invoiced without any deduction for such withholding tax. All amounts to be invoiced under the EULA will be exclusive of taxes or duties, and LICENSEE is responsible for any such taxes or duties that may apply, including, but not limited to, sales and use taxes, excise taxes, value added taxes, consumption taxes, or goods and services taxes. If SynEssen is required to collect any taxes from LICENSEE, LICENSEE shall pay such invoiced taxes, and SynEssen will remit amounts collected to the appropriate taxing jurisdiction.

10.4 Right to Assign.SynEssen may assign to an assignee all SynEssen’s rights to receive any and all payments due under the EULA. Such assignment shall not affect or release SynEssen from its obligations and liabilities to LICENSEE. The assignee will not be chargeable with or assume any of SynEssen’s obligations or liabilities to LICENSEE. LICENSEE shall promptly execute any ancillary documents and take further actions as SynEssen or assignee may reasonably request relating to such assignment, including but not limited to assignment notifications and certificates of authorization. Notwithstanding any termination or cancellation under Article 9 above, LICENSEE shall, in accordance with the terms of the EULA and on instruction from SynEssen, pay the assignee any unpaid license and service fees, without deduction or offset, notwithstanding any claim or defense LICENSEE may have against SynEssen.

10.5 Refund Policy.Due to the nature of our product we have a no refund policy. Unlike physical goods, electronically distributed material may be duplicated and once a purchase has been made, it is impossible for us to recall our data. As a result, we are unable to offer refunds once you have purchased. There are NO EXCEPTIONS to this policy.

11. DISCLAIMER OF WARRANTIES

THE PRODUCT IS PROVIDED ON AN "AS IS" BASIS. SYNESSEN REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT TO GRANT THE LICENSE GRANTED HEREIN. OTHERWISE, SYNESSEN MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, NON-INFRINGEMENT, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CORRECTNESS, DELAYS, AND RESULTS OBTAINED FROM LICENSEE'S USE OF THE PRODUCT. SYNESSEN DOES NOT MAKE ANY WARRANTY THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE. NOR DOES SYNESSEN MAKE ANY WARRANTY AS TO THE LIFE OF ANY UNIFORM RESOURCE LOCATOR (URL). LICENSEE ACKNOWLEDGES THAT PROVISION OF PRODUCT ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF THE PRODUCT. WITHOUT LIMITATION OF THE FOREGOING, SYNESSEN EXPRESSLY DOES NOT WARRANT THAT THE PRODUCT WILL MEET LICENSEE'S REQUIREMENTS. LICENSEE ASSUMES RESPONSIBILITY FOR SELECTING THE PRODUCT TO ACHIEVE LICENSEE'S INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM LICENSEE'S USE OF THE PRODUCT. LICENSEE SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE PRODUCT.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Damages.In no event shall SynEssen be liable to customer for any damages whatsoever(including, but not limited to special, indirect, punitive, exemplary, incidental or consequential damages, damages for loss of profits or revenues, business interruption, loss of data or information) arising out of the use of or inability to use the products. SynEssen shall not be liable for damages or any other claim, whether in tort, contract, negligence or otherwise. Licensee fully agrees that licensee will take the whole responsibility for the use of data including all the activities related to LICENSEE's own decision, interpretation, processing, test and transfer.
12.2 Third Party Suppliers.The product may contain functionality supplied by third parties including developers, vendors, suppliers, contractors, or consultants. In no event shall such third parties be liable for any direct, indirect, special, punitive, exemplary, incidental or consequential damages, or any damages arising from the EULA. Third party product components in the product or otherwise supplied by SynEssen may not be used independently of the product.
12.3 Limitation of Liability.Licensee hereby acknowledges and agree that SynEssen’s aggregate total liability, in any event, for any cost, loss, damages, or other potential or actual expenses which is in any way related to the execution, performance, or subject matter of this EULA shall not exceed the amount of the licensee fee paid by licensee to SynEssen, regardless of the form of the action employed. The use of any product under this EULA shall not create any obligation for SynEssen to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop product either to licensee or to any other party.

13. GENERAL

13.1 Indemnification.LICENSEE agrees to indemnify and hold harmless SynEssen from and against all damages, liabilities, attorney fees, and costs incurred by SynEssen: (i) in defending against third party claims or threats of claims against SynEssen arising out of LICENSEE's use of the PRODUCT, or (ii) as a result of the breach of any LICENSEE's obligation, covenants or representations under this EULA.
13.2 Audit Rights.LICENSEE shall provide data regarding LICENSEE's usage of the PRODUCT upon request by SynEssen, and/or allow SynEssen reasonable access for the purpose of retrieving such data. Such data may be in the form of software log files or other discrete data, in electronic or hardcopy format. SynEssen shall not disclose such information to any third party, except to enforce SynEssen’s rights.
13.3 Disputes Arbitration.Any dispute or claim relating in any way to the use of Buyer for any SynEssen information or Service through SynEssen will be resolved by binding arbitration, rather than in court. Any disputes out of or in connection with this contract shall be finally settled by arbitration in accordance with the International Arbitration Rules of the Korean Commercial Arbitration Board. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the clauses of this end user license agreement as a court would. The arbitrator shall not award either Party punitive damages and the Parties shall be deemed to have waived any right to such damages. The arbitrator may award the costs and expenses of the arbitration as provided in its arbitration rules, but each party shall bear its own attorney fees.
13.4 APPLICABLE LAW.By using any SynEssen Service, Buyer agrees that the international arbitration rule, applicable to arbitration proceedings and the laws of the republic of Korea, without regard to principles of conflict of laws, will govern this Terms & Conditions and any dispute of any sort that might arise between Buyer and SynEssen.
13.5 Entire EULA.This EULA: (i) constitutes the complete and exclusive statement of the terms and conditions between the parties with respect to the matters set forth therein; (ii) is intended by the parties as a final expression of their agreement with respect to the terms thereof; and (iii) supersedes all other agreements, purchase orders, negotiations, representations, tender documents, and proposals, written or oral. This EULA may not be amended except in a writing duly signed by an authorized representative of SynEssen and LICENSEE.
13.6 Severability.If any provision of this EULA is held unenforceable or inoperative by any court of competent jurisdiction, either in whole or in part, the remaining provisions shall be given full force and effect to the extent not inconsistent with the original terms of this EULA.
13.7 Survival.The obligations set forth in Article 5,6,7,8,9,10,11 and 12 shall survive termination or expiration of this EULA.

14. EXECUTION

IN WITNESS WHEREOF, the respective authorized representative of each party hereby executes the agreement, which includes this EULA and the attached Privacy Policy. The parties knowingly and expressly consent to the foregoing terms and conditions. Each party is authorized to enter into this Agreement on behalf of its respective party.