Terms and Conditions

The following Terms and Conditions of Use, dated as of January 2017, govern use by all users of the ChemPlanner (“Users” or “You”) synthetic planning software (the “Product”). Please read the following carefully because by using the Product you are agreeing to abide by these Terms and Conditions of Use.

Rules of Use

The following rules apply to use of the Product:

User Registration

Trial users may access the Product solely for a limited period of time, and may be subject to other restrictions as communicated by Wiley. Trial users are considered Users for the purpose of these Terms and Conditions of Use. Full access to the Product is subject to payment of the applicable fees and any other terms associated with the Product. You must register and open an account, and you will be asked to choose a username and password. You are responsible for maintaining the confidentiality of the password and account, and you are fully responsible for all activities that occur under your password or account identification. You agree to immediately notify Wiley of any unauthorized use of your password or account or any other breach of security. Without limiting any rights which Wiley may otherwise have, Wiley reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Product and your account, including without limitation terminating your account, changing your password, or requesting additional information to authorize transactions on your account. Notwithstanding the above, Wiley may rely on the authority of anyone accessing your account or using your password and in no event and under no circumstances shall Wiley be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of Wiley under this provision; (ii) any compromise of the confidentiality of your account or password; and (iii) any unauthorized access to your account or use of your password. You may not use anyone else’s account at any time, without the permission of the account holder.  

Proprietary Rights

The Product is protected by copyright. The Product nor any of the results it produces may be downloaded, reproduced, stored in a retrieval system, modified, made available on a network, used to create derivative works, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, scanning, or otherwise, except (i) in the United States, as permitted under Section 107 or 108 of the 1976 United States Copyright Act, or internationally, as permitted by other applicable national copyright laws; (ii) as expressly authorized herein; or (iii) with the prior written permission of Wiley. Users agree not to remove, obscure or modify any copyright or proprietary notices or any disclaimer as they appear on the Product. The Product may be modified, translated, decompiled, disassembled or reverse engineered. No attempts shall be made to derive the source code for the technology that comprises the Product. For purposes of these Terms and Conditions of Use, “reverse engineering” shall include the examination or analysis of the Product to determine the source code, structure, organization, internal design, algorithms or encryption devices of the Product’s underlying technology.  

Additional Terms

Wiley is not responsible for any charges associated with accessing the Product, including, but not limited to, any computer equipment, telephone or Internet connections and access software. The Product may provide links to third-party websites. Where such links exist, Wiley disclaims all responsibility and liability for the content of such third-party websites. Users assume the sole responsibility for the accessing of third-party websites and the use of any content appearing on such websites. Wiley may modify any of these terms and conditions at any time by providing notice on the Product. A User’s continued use of the Product shall be conclusively deemed acceptance of such modification. If you choose to provide Wiley with ideas or suggestions regarding any Wiley products or services, including the Product, you agree that Wiley is free to use any such ideas and suggestions for any purpose, including, without limitation, developing, improving and marketing products and services, without any liability or payment of any kind.

Third Party Software

The Product contains third party software, which may require additional third-party software license(s) depending on your method of deploying the Product. If you have been notified by Wiley that you need to secure additional licenses, it is your responsibility to enter into the appropriate agreement with the software licensor and comply with such software terms and/or EULA.

Privacy and Data Protection Policy

Wiley recognizes the importance of protecting the information it collects in the operation of the Product and will act in compliance with the Privacy Policy posted at: http://www.wiley.com/WileyCDA/Section/id-301465.html.

Additional Services

In addition, the Product may offer additional services, including optional e-mail alerting services, which are opted into by registration and may be opted out of at any time. By choosing to take advantage of this and other services offered along with the Product, Users consent to the use of their information for the purposes of providing these services.
Use of Cookies: A cookie is a small piece of information that a website puts on a hard drive so that it can remember information about a user at a later date. The Product uses cookies in two ways: as a temporary Session control cookie to validate access privileges and, at the User’s option, as a permanent cookie to facilitate login to the Product via the Remember Me option. Cookies are not used to gather or provide usage statistics. By choosing to take advantage of these services, Users consent to the use of their information for the purposes of providing these services.

Disclaimer of Warranties

Wiley, its affiliates, employees, and content providers make no warranty as to the accuracy or completeness of any information regarding the Product or provided by the Product and accept no responsibility or liability for any inaccuracy or errors and omissions, or for any damage or injury to persons or property arising out of the accessing or use of the Product or any of the Product’s results, nor access to or use of any software, materials, instructions, methods or ideas relating to the Product. Any third party website or third party products, which may be accessed via this Product or required to fully utilize the Product, are the sole responsibility of the third party posting the website or producing the product. Wiley makes no warranty, express or implied, as to such third party websites or products and accepts no liability whatsoever for any errors and omissions or for any damage or injury to persons or property arising out of the use or operation of any such products or any materials, instructions, methods or ideas contained on such websites. THE PRODUCT IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATIONS, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 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. USERS SHOULD EXERCISE THEIR OWN INDEPENDENT SCIENTIFIC JUDGMENT. NO SUGGESTED TEST OR PROCEDURE SHOULD BE CARRIED OUT UNLESS, IN THE USERS’ JUDGMENT, ITS USE IS JUSTIFIED. USE OF THE PRODUCT IS AT THE USER’S SOLE RISK.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL WILEY, ITS AFFILIATES, OR THEIR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE PRODUCT. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WILEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, WILEY’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

Indemnification

Upon a request by Wiley, you agree to defend, indemnify, and hold harmless Wiley and any other affiliated companies, and each of their employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney’s fees, that arise from your use or misuse of the Product.

International Use

Wiley makes no representation that the Product is appropriate or available for use in locations outside the United States, and accessing the Product from territories where its content is illegal is prohibited. Those who choose to access the Product from other locations do so of their own initiative and are responsible for compliance with local laws.

Choice of Law and Forum

These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, without regard to such State’s conflict of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms and Conditions of Use or your use of the Product shall be filed only in the state or federal courts located in the State of New York, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

Termination

Wiley reserves the right, in its sole discretion, to terminate your access to the Product, with or without notice.