CAS SCIFINDER® SCHOLAR LICENSE AGREEMENT for the

UNIVERSITY of CALIFORNIA ("UNIVERSITY")

CAS and UNIVERSITY agree as follows:

1. DEFINITIONS.

These words have the following meanings:

A. Academic Research. Educational research done in the usual course in the pursuit of a degree, instructional (i.e., educational and training) use in a classroom setting; or research by faculty and students which is funded by the government or non-profit research foundations and intended for publication in the publicly available literature; provided, however, that to qualify as Academic Research, the research must not involve patentability searching.

B. Administrative Contact. An Authorized User designated by UNIVERSITY as the primary point of 4ontact with CAS for all Agreement matters.

C. Authorized User. A current faculty or administrative $taff member, or officially registered student of a Member, including part-time, post-doctoral and visiting students, located at a named Member Site, for whom a Member has provided access to an Authorized 1.P. Address for use of SciFinder Scholar.

0. Authorized LP. Address. An Internet Protocol address(es) at a Member Site, in a form acceptable to CAS, designated by the Member iJ> be associated with a SciFinder Scholar loginid.

E. Commercial Research. Research other than Academic Research; for example, research performed ·~nder a funding or consultant contract with the intention of

elivering results to a for-profit organization, or atentability research.

fl'. Concurrent User. Represents one connection to the CAS server for the SciFinder Scholar product. The number of concurrent users refers to the number of possible simultaneous connections to the CAS server.

CS. Full Access. Twenty-four hour a day availability of SciFinder Scholar. Access is available at any time except for routine, scheduled "downtimes" for system maintenance.

H. Key Contact. An Authorized User designated by each Member as the primary point of contact for local support and administration of SciFinder Scholar.

I. Loginid Activation. An action taken by CAS following LJNIVERSITY's or a Member's request which readies a ~ciFinder Scholar loginid for use.

J. Member. UNIVERSITY. Exhibit 1.

A cfampus which is a member of the Partif ipating Members are identified in

K. Offpeak Access. Availability of SciFinder Scholar limited to the hours shown in Exhibit 2 (not Full Access).

L. Permitted Data Use. The uses. of CAS data which are permitted by CAS, as follows:

Authorized Users ma make use of CAS data obtained as a result of SciFinder Scholar searctlies in the ordinary course of Academic Research and ' may store search results in electronic fo , provided tha~ at any one time, no more than 5,000 re rds are stored by an Authorized User. Authorized Us rs are permitte~ to search only for themselves and ma share their S'3arch results in a reasonable, limited w y with other UNIVERSITY students or faculty working on t e same research project; provided, however, that any s ch sharing m~y not result in an aggregation of the el ctronic records stored by individual Authorized Users, nor in the creation of any central source of electronic records. I not in violation!of this or any other data use provision of this Agreement,i UNIVERSITY may share CAS data out ide UNIVERSITY in conformance with UNIVERSITY po icies governing access to research information. Typical examples of these UNIVERSITY policies are: 1. Inc uding some bi~liographic citations and other data ite s derived from a database in published articles; 2. Presentation af research findings at a conference, in a working paper or pre-print, or similar forum provided that the subject matter is not CAS techniques, databases or processes; and 3. Sharing research information on request with ~nother researcher or research agency wishing to examine UNIVERSITY's research activity or Eplicate a particular experiment, provided this informa ion is not shar¢d in the fulfillment of a contractual or " ork for hire" bbligation. Stored records must be delet d when they ar~ no longer needed by the Authorized User for the relevant research project, or after the completion of Authori~ed User's degree program, whichever occurs first. Undar no circumstances may CAS data be us d for any other purpose, including but not limited to di tribution of dala by assignment, sale, sublicense, lea or other meani of transfer to any other Member, any th rd party, and ar:iy commercial use, whether paid or unpa d. Any use beyond the limited use described herein, req ires the advance written permission ofCAS.

M. SciFinder Scholar. Release 3.0 of the CAS product designed for academ c scientific resE!Jarch consisting of client/server software which provide$ access to ACS­owned and proprieta databases that include the world's largest collection of c emistry information residing on the CAS server, utilizing a GAS-designed graphical user interface. SciFinder cholar includes SSM when SSM is ordered by UNIVERSI

Exhibit 4

Feature Configurations/Concurrent Users

Number j I . 1

Member Sites~ of Members (list all applicable) Concurrent

. I ! Feature Configuration

Users i'• I:

Full Access with SSM 12* UC Berkeley 1¥· . \

I ·"' ' '

·. Full Access with SSM Ir " UC Davis :,l ' ,. IL . ..

' rull Access with SSM

; :·,· . ·. " ;UC Irvine :,: I

< .· "' I . I

Full Access with SSM .. " I , · .... ,, .· .,

" I

1, .. . ': · UC Los Anqeles :~~' . ' . ' : ~

1 Ful l Access witll SSM UC Merced 'f( ' F--::.. .;:·· ., '•. i

. ~£411 Access with SSM I ' ·. :· . r UC Riverside ::;,/"'. >

' fyJI A~ce.ss with .. $SM . 4 . . ' UC San Diego i I

... '

fu11 Access with ssM f~ · Uc San Francisco r .< . "· : ,.,

Full Access with SSM UC Santa Barbara Full Access with SSM UC Santa Cruz

~

fhe initial order has a corresponding annual fee r both SciFinder Scholar access as ~escribed above for all ten locations and print CA su scrip ions for all locations except Santa Cruz <find Merced.

*The Price under this Agreement is based upon an order for 12 Concurrent Users which may be shared by all Members. On an Experimental Basis, CAS will provide 18 Concurrent Users, for the price of 12 Concurrent Users, which may be shared by all Members.

Feature Configurations Available:

ltull Access with SSM Full Access without SSM 6ffpeak Access with SSM cpttpeak Access without SSM

11

-

--

I

N. SciFinder Substructure Module (SSM). An optional add-on module to SciFinder Scholar consisting of functionality that enables substructure searching of the CAS REGISTRY File data available through SciFinder Scholar. CAS may offer additional substructure search add-ons to SciFinder Scholar which are not covered Initially under this Agreement, e.g., additional data for functionality.

p. Site. ~am pus.

All Member facilities located within a named

2. LICENSE.

CAS grants UNIVERSITY a non-exclusive, Site-specific liicense for its Authorized Users to use SciFinder Scholar and the CAS data that Authorized µsers search and retrieve using SciFinder Scholar with the following limits:

.!\. Site: This license is specific to the Member Sites 11.isted in Exhibit 1.

B. J.P. Addresses: Each Member must report to CAS all Authorized l.P. Address information, by Site, in Exhibit 1, and may use SciFinder Scholar only through its respective Authorized 1.P. Addresses listed in Exhibit 1. To qualify for use under this Agreement, these l.P. Addresses must be unique to a Member. When temporarily at locations other than the Site, Authorized lUsers may connect via telephone lines (dial-in access) ~hrough Authorized l.P. Addresses to use SciFinder Scholar.

C. Security: Each Member will use reasonable efforts tb ensure that only Authorized Users have access to $ciFinder Scholar. Each Member must provide network­wide system security such that all Authorized Users must ll>e required to prove their authorized status prior to each iristance of downloading the SciFinder Scholar software ~rom a Member's ftp site and prior to each instance of connecting to the Member network via telephone dial-up to access SciFinder Scholar. If, in addition, a Member's <±ampus network security protocols will support password­wrotection for every SciFinder Scholar program launch (i.e., every use of SciFinder Scholar), the Member agrees to implement this.

ID. Public Access and Library Terminals: UNIVERSITY acknowledges that the SciFinder Scholar

*oduct is not intended to support any use other than that

y Authorized Users. CAS acknowledges that a Member ay be unable to segregate public or library computer

terminals from the rest of the Member network, and that while not permitted, occasional walk-in, public use of $ciFinder Scholar may occur. If a Member's network will support password-protection for every use of SciFinder $cholar in the library setting, the Member agrees to implement this. Each Member will, in any case, prominently display a notice near all terminals, or electronically on the terminal screen, to which the public has access and on which SciFinder Scholar is available,

2

indicating that SciFipder Scholar i$ for use only by Member students and!faculty, and not the general public.

E. Client Software Oopies: Members may make copies of the SciFinder Scholar client software to facilitate use of the product under this Agreement onlyi

F. Reasonableness of Use. Authorized Users are permitted to use SciFinder Scholar only for Academic Research. For Commercial Research, CAS offers a commercial SciFinder[ product available under a separate license agreement. .

CAS will monitor th~ volume of searching and answer downloading activity ~ssociated with each Authorized 1.P. Address on a routine basis, for the purposes of: (1) benchmarking what "average" use is among Authorized l.P. Address(es), and$2) noting any significant variance in patterns of usage for articular Authorized IP Address(es). CAS may ask the Ke Contact and th~ Authorized User(s) involved to discuss any usage pattem(s) CAS questions and, if necessary, to work with CAS to reach a solution if a problem is uncovered. If, however, as a result of such inquiry CAS learns that "excessive" or unusual use or any particular use is related to non-compliance with any provision of this Agreement, and depending on the scope of the non-compliance, CAS will instruct a Member with written notice to bar certain individuals from using SciFinder Scholar, may bar a Member from using SciFinder Scholar, pr may elect to terminate this Agreement. If a Member is barred fronn SciFinder Scholar use, this may affect ~e terms of UNIVERSITY's use of SciFinder Scholar. C S will also haye available to it all other remedies avail ble under ap~llcable law and in equity. 1

G. Data Use: Authorized Users are permitted to use CAS data accessed through SciFinder Scholar according to the Permitted Data Use rights. Members will: (1) display the User Agreement text shown in Exhibit 3 to all users in a printable form, and require the user to scroll through the text and iindicate agreement (e.g., click-wrap agreement) prior to the initial download of the SciFinder Scholar client software from the Member network to the Authorized User's pensonal computer, and (2) use other reasonable efforts to communicate the Permitted Data Use rights to Authorized Users. CAS will display the User Agreement text through SciFinder Scholar features, such as Message of the Day. Under no circumstances are Authorized Users permitted to redistribute any collection of CAS data to other Members or to third parties, whether for commercial gain or otherwise, or In any other way commercially exploit t~e CAS data obtained through use of SciFinder Scholar. !

H. Concurrent Users. UNIVERSITY . will place an order for the total number of Concurrent Users required by its Members as show~in Exhibit 4. The order will include a specific number of C ncurrent Users from the total order for each Member's u e. Each Member must have at least one Concurrent ser. Concurrent Users may not be reassigned during any term of this Agreement. Members are permitted to sh e Concurrent Users upon the

Condition that only identical SciFinder Scholar ~onfigurations may be shared.

I· Additional Member/Sites. If UNIVERSITY wishes ~mother Member or an additional Site of an existing, participating Member to participate in this Agreement, UNIVERISTY may contact CAS for a quote and any additional terms, if applicable. The addition of Members ~nd Sites is dependent on CAS' then-current policy in this regard.

.(). UNIVERSITY Enforcement. UNIVERSITY and its Members acknowledge the ACS' copyright and cpwnership interests in SciFinder Scholar, that SciFinder Scholar is a principal product of CAS, and the importance to CAS of maintaining these rights in the product and in CAS data. In addition to its other ~bligations set forth specifically in this paragraph 2, lfAembers promise to use reasonable efforts to monitor 11sage of SciFinder Scholar for compliance with the •erms of this Agreement, and will notify CAS immediately ¢lf any suspected violation by any user. UNIVERSITY ~nd its Members will use reasonable efforts to fully ¢:ooperate with CAS in investigating any suspected yiolation, and will take such action as reasonably requested by CAS, or which it deems in its good j1udgment to be necessary, to correct such violation. lJNIVERSITY and each respective Member will be ~esponsible for any failure on its part to act in ¢ompliance with this paragraph 2(J).

K. No Other Permitted Uses. Any use of SciFinder $cholar by a Member not specifically permitted under tjhis Agreement, including but not limited to distribution t:Jy assignment, sale, sublicense, loan or other means of transfer to any other Member, to any third party, and any ¢ommercial use, whether paid or unpaid, is strictly ~rohibited.

l;JNIVERSITY's right to use SciFinder Scholar is <Completely stated here and has no other, or any <!!dditional, rights to use it. CAS reserves and keeps all <hther rights in and to SciFinder Scholar and CAS data.

~· UNIVERSITY and Members Limitation of Liability. liJNIVERSITY and Members will exercise reasonable, fllood faith efforts:

1) to inform Authorized Users of the restrictions cilddressed in sections A-K of this paragraph 2 with nespect to the use of SciFinder Scholar, ineluding all data accessed therewith, and all optional add-on modules (the "Restrictions");

l) to enforce the Restrictions; ) to investigate with CAS any violation or suspected iolation of any of the Restrictions, whether by uthorized User(s) or not; and

4) to cooperate with CAS in the resolution of the matter.

lJNIVERSITY and Members agree, at CAS' request, to ~view from time to time with CAS the efforts described above and to make such changes thereto as reasonably necessary.

3

Neither UNIVERSITY' nor Members Will be liable to CAS for the actions of an individual user who has acted without the knowledge or consent of ~NIVERSITY or the Members, provided UNIVERSITY and the Members are in compliance with the requirements of sections A-L of this paragraph 2. I

M. Beta Tests. From time to time. CAS may invite UNIVERSITY to ev luate prototypes or participate in trials, alpha tests an /or beta tests of new releases or new features/functio alities of SciFinder Scholar. The terms of this Agreem nt will apply to 'the use of the new release or features unctionalities. Not withstanding paragraph 11 below, dditional terms may be included in a letter accompa ying the new software and UNIVERSITY'S instal ation and use of the new software thereafter will indicate acceptance~ of the additional terms. UNIVERSITY will hold thes~ prototypes, trials, alpha or beta tests in strict confidentiality.

N. Access to Other Services. Scil=inder Scholar may provide UNIVERSITY with access to other optional information services such as electromic full-text journal articles/documents. CAS Document Detective Service (CAS DDS), other Web services not associated with the ACS or CAS. etc. Such access may require licenses or agreements with the information providers and include fees (in addition to the fees mentioned in paragraph 4) for such services. The negotiating and entering into of such licenses, agreements and other arrangements with a third party and the payment of amy required fees is separate from and beyond the scope. of this Agreement and is the responsibility of lJJNIVERSITY and its Members. UNIVERISITY will use and access such services at its own tisk. Currently these are optional features of SciFinder Scholar offeired to Authorized Users at the sole dliscretion of U~iVERSITY and its Members.

0. STN International (STN) Discount. CAS will provide each Member with Full-Access to SciFinder Scholar with the cur~nt STN discount offered to print Chemical Abstracts (CA) subscribers. regardless of Member's print CA su scriber status.

P. Usage Reports. CAS will provide to the UNIVERSITY Administrative Contact usage reports based upon l.P. Address on a monthly basis.

Q. Archival Copy of Print CA. In the event all Members cancel their subscript~· n to print CA ahd all Members are subscribers to SciFin er Scholar, then CAS will provide UNIVERSITY with on archival copy of the current year of print CA

R. Experimental Concurrent Users. While pricing under this Agreement is based upon 12 Concurrent Users, CAS will provide to UNIVERSITY on an experimental basis 18 Concurrent lusers at the 12 Concurrent User price.

$. Training Ports. The Key Contact for each Member may contact CAS directly for access to training ports for $pecific training sessions.

T. Linking to UNIVERSITY Internal Holdings. CAS and WNIVERSITY agree to use reasonable efforts to establish links from CAS to Member holdings and to the COL Periodical Database.

U. Training. CAS representatives will conduct at least ~ne training session for Member librarians and users and will provide copies of all current training materials.

3. TERM OF AGREEMENT.

This Agreement is effective when both parties have signed ilt. The initial term extends through the last day of the 12th month following the date of Loginid Activation under 1.,JNIVERSITY's initial order. It will automatically renew on each anniversary date thereafter for another 12 month period unless terminated as permitted herein.

~ecause renewal is automatic, UNIVERSITY must notify CAS in advance if UNIVERSITY does not desire to tontinue this Agreement following the end of each 12 ~onth period or if UNIVERSITY's requirements for ~ciFinder Scholar change; UNIVERSITY will provide a minimum 30 days' advance notice of this. If CAS does rhot receive the minimum notice, CAS will automatically ~enew this Agreement for the then-current number of ~oncurrent Users at each Site for the next 12 month Ji>eriod.

4. SCIFINDER SCHOLAR PRICING.

A. Prices. Fees for the license to SciFinder Scholar are c)letermined on the basis of number of Concurrent Users llJer Site, and are differentiated according to print CA $ubscriber status, selection of SSM and hours of <!lVailability. UNIVERSITY may customize the feature ~onfiguration of each Concurrent User with or without ~SM, for either Full or Offpeak Access.

~NIVERSITY elects the feature configuration and number <l>f Concurrent Users for each Member Site as specified in l!:xhibit 4 for its initial order.

q;oncurrent User(s) may be added during the current term for a prorated fee at then-current prices. Feature c:onfigurations may be upgraded during an Agreement t~rm for a prorated fee. Other feature configuration cthanges may be made during an Agreement term upon mutual agreement.

$. Evaluation Period. Each Member is eligible to ~valuate SciFinder Scholar through December 31, 1999 at no charge. On or before December 31, 1999, L;JNIVERSITY must notify CAS at sfadmin@cas.org, followed by fax notification to 614-447-3939, should it wish tp not license SciFinder Scholar. In that event the license granted in this Agreement is revoked, UNIVERSITY will 11ave no rights to continue to use SciFinder Scholar and limited data use rights as specifically provided in paragraph 9C of this Agreement. If UNIVERSITY does

4

not notify CAS on or before December 31, 1999 of the evaluation period, then access to, SciFinder Scholar will continue uninterruptectl and UNIVE'RSITY will be invoiced in accordance with paragraph 40.

C. Other Services. Fees for Web services made accessible through SciFinder Scholar will generally have separate invoices. There may be instances; however, where these fees may appear on your SciFinder Scholar invoice.

D. Invoices. For LJNIVERSITY's initial order, invoicing of the full annual license fee will occ1i.1r during the month following the month during whrch Loginid Activation occurs. Invoices wil be directed to • the Administrative Contact. UNIVERS TY agrees to .remit all invoiced amounts, according to invoice terms. Fees are not refundable under an circumstance. Should Member's print CA subscriber st tus change frorti subscriber to non­subscriber during the initial or any of the renewal terms, CAS will adjust th price accordingly and invoice UNIVERSITY for any additional fees due CAS. Member agrees to remit all ad itional invoiced amounts according to invoice terms.

E. Changes in Prici111g. CAS may change the SciFinder Scholar license fees rteferred to in paragraph 4A and will notify UNIVERSITY's Administrative Contact and Key Contact(s) at least 60f ays in advance of the date that any new prices go into effect. Price modifications affect Concurrent Users a ded after the price change and renewal orders only.

5. ADMINISTRATIVE CONTACT.

UNIVERSITY designles the person npted in Exhibit 5 to be UNIVERSITY's Administrative Contact. The Administrative Canta t may be react1)ed during normal business hours at t e address, telephone and telefax numbers and e-mail a dress set forth in Exhibit 5.

UNIVERSITY will prbvide CAS with updated contact information if the AeJlministrative Contact is added or changed. The Admini$trative Contact is responsible for all business matters rel(flting to this Agreement, including billing. The Administrative Contact will also forward a copy of Exhibit 3 to this Agreement to each Key Contact.

6. KEY CONTACTS.

Members designate the Authorized Users listed in Exhibit 5 to be Key Contacts. Each Member should have a local Key Contact. Members will provide CAS with necessary contact information immediately if a Key Contact is added or changed.

The Key Contact is responsible for the following tasks:

A. Client Software. The Key Contact is responsible for downloading the SciFi~der Scholar client software initially and downloading the software as maintenance releases become available, rom the CAS server and for appropriately customi ing it for use at a given Site.

<Customization means keying in the loginid and password ~nd determining software preference settings. The Key ¢:ontact is also responsible for loading the client software <l>n the Member network such that only Authorized Users ~ave access and may download copies.

~· Support of Authorized Users. The Key Contact will ~erve as the first point of contact for any Authorized User ~uestion about SciFinder Scholar. As necessary, the Key ¢:ontact may request CAS Help Desk and Customer $ervice support via telephone during regular service lllours.

C. CAS Inquiries. The Key Contact will serve as CAS' ~irst point of contact at a Member Site for any questions or i~sues that may arise related to use of SciFinder Scholar ~uring the term of this Agreement. In the event that CAS irquires regarding use of SciFinder Scholar under the wrovisions of paragraph 2(F), the Key Contact will use best ¢fforts to assist CAS in exploring and resolving any i~sues, which will include best efforts to identify Authorized ~sers associated with Authorized l.P. Addresses.

7. MAINTENANCE RELEASES.

CAS will provide Members with SciFinder Scholar maintenance releases at no additional charge. Maintenance releases include routine software fixes. Members must use reasonable efforts to ensure that all ,f\uthorized Users install the maintenance release within $0 days of their receipt of the release from CAS. l\Aembers acknowledge that, to secure continued support d>f SciFinder Scholar, Authorized Users must install the ~aintenance releases within this 90 day period.

8. GENERAL PROVISIONS.

f.· Ownership. The copyright and title to all property irterests in or to SciFinder Scholar and updates thereto, ihcluding source and object code, user manuals, and $cientific information accessed using it are in and will nemain with the ACS as owner, and this Agreement does r!lot grant UNIVERSITY or a Member any right of ~wnership. The copyright of the ACS is under the ¢:opyrigh't Law of the US (Title 17, U.S. Code), which is warty to both the Universal Copyright Convention and the $erne Copyright Convention. UNIVERSITY and Members agree to r not remove or obscure copyright rnotices.

l(JNIVERSITY, UNIVERSITY's Key Contact(s) and .il\uthorized Users are prohibited from making any rinodifications, adaptations, enhancements, ~ecompilations, changes or derivative works of SciFinder $cholar. UNIVERSITY is not permitted to use SciFinder $cholar except as specifically set forth herein.

$. Confidentiality. UNIVERSITY and Members agree to ~eep the specific terms of this Agreement strictly donfidential as if it were UNIVERSITY's or Members' own qonfidential information; except as required by applicable law and except as provided in Exhibit 6, License

5

Summary, which mayl be posted on t~e California Digital Library website.

C. Warranty and Liability Disclaimers. CAS provides the following limited warranty for SciFinder Scholar: the electronic media on which SciFinder Scholar or an update is recorded and any user manual provided under this Agreement are free from significant defects in material and workmanship under rnormal use. CAS further warrants that SciFinder Scholar and any update thereto will perform substantially in accprdance with the corresponding published specificatiorlls. The limited warranties contained in this paragraph are made for a period of 90 days from the date on which ciFinder Scholar. or update(s) is delivered to UNIVE SITY. CAS' «;intire liability and UNIVERSITY's and Members' exclusive remedy with respect to this limite warranty is replacement of any electronic media or u er manual not ml3eting the warranty standard. EXCEPT OR THIS, CAS bOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITH RESPECT TO SCIFINDER SCHOL.AR AND ALU. INFORMATION SUPPLIED TO UNIV!ERSITY HEREUNDER, CAS DOES NOT WARRANT ACCURACY OR COMPLETENESS OF THE PRODUCTS I OR SERVICES, IS NOT RESPONSIBLE FO~ ERRORS AND OMISSIONS IN SEARCH RESULTS OR SOFTWARE DELIVERED HEREUNDER, AND 1$ NOT LIABLE FOR DAMAGES OF ANY KIND (lNCLUDllNG WITHOUT LIMITATION LOSS OF PROFITS) ARI ING OUT OF. ANY SERVICES RENDERED OR P ODUCTS PROVIDED, OR ANY FAILURE TO REN ER SERVICES OR PROVIDE PRODUCTS PURSU NT HERETO, bR IN ANY WAY ARISING FROM THI AGREEMENT. However, CAS will defend, indemnify, nd hold harmless UNIVERSITY, their officers, agents and employees from all damages. liabilities, costs, fee , including, but not limited to, attorney's fees, re ulting from any judgment or settlement agreemen arising out of t~e claim of a third party that CAS' sal of products td UNIVERSITY or UNIVERSITY's rea onable use df said products constitutes an infrin ement of any patent, copyright, trademark, trade namr, trade secret, 0, r other proprietary or contractual right o any third party. NO LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO THIS INDEMNIFICATION. UNIVERSITY will give prompt notice of an infringetnent claim to CAS, provide such cooperation and assistance to CAS as is reasonably necessary to defend the claim, and will allow CAS to have sole control of the defense, provided, however, that UNIVERSITY retains the right to participate in the defense at its own expense.

D. Separability. Shpuld any part of this Agreement be unenforceable, all oth1r provisions will not be affected.

E. No Waiver. If ~CAS does not exercise any right provided for in this A reement, this dpes not mean that CAS waives the right t exercise it in the future.

f. Non-Assignment. Neither UNIVERSITY or CAS may $ssign or sublicense, without the other party's prior written consent, any rights, duties, or obligations under this Agreement to any person or entity, in whole or in part.

G. Risks and Costs Associated With Use. liJNIVERSITY and each Member is responsible for all risks ~nd costs associated with use of SciFinder Scholar and ¢AS data, including any and all applicable taxes and ~uties, such as local, use, value-added, or sales tax, and ¢ustom duties.

9. TERMINATION OF AGREEMENT.

A. For Default. If either party breaches a term of this Agreement, the other may send written notice of the ~reach, including a reasonable cure period not less than $0 business days. If the breach is not cured within that ~ime, or if the parties do not reach a satisfactory ~greement on extending the cure period, then the non­~eaching party may terminate this Agreement effective lrimediately upon written notice. CAS has the option of barring only a breaching Member from using SciFinder ~cholar in' lieu of full termination of this Agreement.

~· For Convenience. Each party has the right to Jierminate this Agreement for the sake of convenience ' ffective at the end of the then-current 12 month period, 11>rovided that the party choosing to terminate gives the ci>ther party at least 30 days' advance written notice.

C. Conditions Following Termination. On the effective dlate of termination of this Agreement, regardless of the ~eason for termination, the license. granted in this -t-greement to use SciFinder Scholar is revoked, and t!JNIVERSITY will have no rights to continue to use $ciFinder Scholar. On the effective date of termination, CAS will de-activate all of UNIVERSITY's SciFinder

~, cholar. loginids. Followin. g termination, UNIVERSITY and

embers will erase or otherwise destroy all copies of ciFinder Schol?r in their possession (including archive

¢opies) and provide CAS with a written certification of the ~estruction within a 2 week period. The license to use ¢:AS data that has been accessed through SciFinder !pcholar w. ill continue under the terms of Permitted Data l(Jse, defined in paragraph 1 M, which include the ~quirement to destroy data at the end of the research ~roject or degree program, whichever is first.

fbaragraphs 8 and 9 will survive the termination of this 4,greement for any reason.

10. NOTICES.

Any notice(s) given under the license must be sent in t'riting and will be ccinsidered given: (i) upon receipt by the transmitting party of confirmation or response if delivery is by telex, telegram, facsimile, or electronic mail; (ii) 5 days ~fter posting if sent by registered mail or certified, return ~ceipt requested mail, postage prepaid, or (iii) one day ~fter posting by overnight mail. Mailed or transmitted ~otices must be sent to the addresses shown in Exhibit 5.

6

The parties will provide notice to each other of any change in address.

11. ENTIRE AGREEMENT.

This Agreement, including Exhibit(s), is the entire understanding between the parties concerning the subject matter hereof, and it $upersedes all prior representations and agreements, oral .or written and may not be modified unless in writing sign¢d by authorized individuals of both parties. If UNIVERISITY uses a purchase order in conjunction with ordering or paying for SciFinder Scholar, be advised that the terms of the purchase order will in no way modify, add to, or delete any of the terms and conditions of this Agreement. ANY Dl.SCREPANCY BETWEEN .UNIVERSITY'$ PURCHASE ORDER(S) AND THIS AGREEMENT WILL BE RESOLVED IN FAVOR OF THIS AGREEMENT.

12. AUTHORITY.

The representative of UNIVERSITY signing this Agreement represent$ that he or she has the full and complete authority to bind UNIVERSITY and all of its Members to the terms !of this Agreement.

The parties' agreement with the terms therein is evidenced with their respective signatures below: ;

SIGNATURE BY REPRESENTATIVE:

UNIVERSITY'S AUTHORIZED

Director, Shared Conlj!'mt Title

December 17 1999 Date

SIGNATURE BY CAS' AUTHORIZED REPRESENTATIVE:

~000

I· Mentt.ber .

~C $erkeley

I

. I I

LIC : avis

1 uc Irvine

UC rylerced

Exhibit 1

Member Sites

Davis, CA

I Los Angeles, CA.

Merced, CA

7

I UC Riverside

UC San Diego

UC San Francisco

UC Santa Barbara UC Santa Cruz

I

Riverside. CA

San Diego. CA

San Francisco. CA

Santa Barbara, CA ~---

Santa Cruz. CA

UC Office of the President- Oakland. CA California D191tal Library

8

Exhibit 2

Offpeak Access Hours of SciFinder Scholar Availability

Note: "Local time" refers to the local time of the Member Site.

Sunday 8:00 A.M. EST through Monday 5:00 A.M. LOCAL TIME

Monday 5:00 P.M. LOCAL TIME through Tuesday 5:00 A.M. LOCAL TIME

Tuesday 5:00 P.M. LOCAL TIME through Wednesday 5:00 A.M. LOCAL TIME

Wednesday 5:00 P.M. LOCAL TIME through Thursday 5:00 A.M. LOCAL TIME

Thursday 5:00 P.M. LOCAL TIME through Friday 5:00 A.M. LOCAL TIME

Friday 5:00 P.M. LOCAL TIME through Saturday 6:00 P.M. EST

9

Exhibit 3

User Agreement

You certify to the following before you use SciFinder Scholar:

1 ), 2f

I am a current faculty or administrative staff member, or officially registered student of UNIVERSITY; I will use SciFinder Scholar only for my own academic research done 1in the course of pursuing my degree, or in instructing my students, or, in the course of my own research funded by th~ go~ernment or a non-profit foundation and intended for publication in the publicly available literature;

3) I will NOT use SciFinder Scholar for commercial research; for exallhple, research that is done under a funding or consultant contract where the results are delivered to a for-profit organization, or for research that involves patentability searching. If I require SciFinder for commeircial purposes, I will have the search done using a commercial account by contacting the librarian res1Ponsible for chemistry searches on campus, by contacting CAS and having them perform a search fort me, or by acquiring and using the commercial SciFinder product;

4) I will use my search results in the ordinary course of academic research and acknowledge that I may store search results in electronic form, provided that at any one time, I stor$ no more than 5,000 records. I may share search results in a limited, reasonable way with other UNIVERSITY students or faculty working on the same project, but I will not aggregate my electronic search results with those of anyone else. I will delete stored records when I no longer need them for the relevant res~arch project, or after the completion of my degree program, whichever occurs first. If I need to use seartch results beyond what is described here, I will contact my UNIVERSITY Key Contact to discuss ar11d to obtain CAS permission. I ACKNOWLEDGE THAT I AM NOT PERMITTED TO DISTRIBUTS ANY CAS DATA OR SCIFINDER SCHOLAR, FOR COMMERCIAL GAIN OR OTHERWISE, OUTSIDEt THE UNIVERSITY OR TO THIRD PARTIES.

5) I acknowledge that UNIVERSITY has entered into a license agreement with CAS to provide me with access to SciFinder Scholar, and that violation of the license by any user could resul~ in a termination of the license for all users.

6) I will contact UNIVERSITY's Key Contact with any questions related tp the use of SciFinder Scholar.

10

Administrative Contact Name: Title: Address:

Telephone Telefax: Email:

Member Key Contact Name: Title: Address:

Telephone Telefax: Email:

Member Key Contact Name: Title: Address:

Telephone: Telefax: Email:

Member Key Contact Name: Title: Address:

Telephone: Telefax: Email:

Member Key Contact Name: Title: Address:

Telephone Telefax: Email:

Exhibit 5

University Administrative Contact

' California Digital Library 300 Lakeside Drive, 5th Floor Oakland, CA 94612-3550

Member Key Contacts

12

Member Key Contact Name: Title: Address:

Telephone Telefax: Email:

Member Key Contact Name: Title: Address:

Telephone Telefax: !Email:

Member Key Contact Name: Title: Address:

Telephone Telefax: Email:

Member Key Contact Name: Title: Address:

Telephone Telefax: Email:

Member Key Contact Name: Title: Address:

Telephone: Telefax: Email:

Member Key Contact Name: Title: Address:

Telephone Telefax: Email:

13

Exhibit 6

License Summary - CAS SCIFINDER® SCHOLAR LICENSE AGREEMENT

1. DEFINITIONS.

these words have the following meanings:

A. Academic Research. Educational research done in the usual course in the pursuit of a degree, instructional (i.e., educational and training) use in a classroom setting; or research by faculty and students which is funded by the !iJOvernment or non-profit research ~oundations and intended for public~tion in the publi.~ly avail ab.le literature; provided, ~owever, that to qualify as Academic Research, the research must not involve patentabi11ty searching.

$. Administrative Contact. An Authorized User designated by UNIVERSITY as the primary point of contact with CAS for all Agreement matters.

c. Authorized User. A current faculty or administrative staff member, or officially registered student of a Member, iincluding part-time, post-doctoral and visiting students, located at a named Member Site, for whom a Member has ~rovided access to an Authorized 1.P. Address for use of SciFinder Scholar.

ID. Authorized l.P. Address. An Internet Protocol address(es) at a Member Site, in a fotm Jcceptable to CAS, ~esignated by the Member to be associated with a SciFinder Scholar loginid.

E. Commercial Research. Research other than Academic Research; for example, research performed under a ~unding or consultant contract with the intention of delivering results to a for-profit organization, or patentability research.

f. Concurrent User. Represents one connection to the CAS server for the SciFiinder Scholar product. The number of concurrent users refers to the number of possible simultaneous connections to the CAS server.

¢;. Full Access. Twenty-four hour a day availability of SciFinder Scholar. Access is available at any time except for noutine, scheduled "downtimes" for system maintenance.

H. Key Contact. An Authorized User designated by each Member as the primary point of contact for local support $nd administration of SciFinder Scholar.

I, Loginid Activation. An action taken by CAS following UNIVERSITY's or a Member's request which readies a $ciFinder Scholar loginid for use. I

J. Member. A Campus which is a member of the UNIVERSITY. Participating Members are identified in Exhibit 1

K. Offpeak Access. Availability of SciFinder Scholar limited to the hours shown in Exhibit 2 (not FulliAccess).

L. Permitted Data Use. The uses of CAS data which are permitted by CAS, as folllows:

,4uthorized Users may make use of CAS data obtained as a result of SciFinder Scholar searches in the ordinary course of Academic Research and may store search results in electronic form, provided that at any one time, no more than ~.000 records are stored by an Authorized User. Authorized Users are permitted to search only for themselves and may Share their search results in a reasonable, limited way with other UNIVERSITY students or faculty working on the same research project; provided, however, that any such sharing may not result in an a!iJgregation of the electronic records stored by individual Authorized Users, nor in the creation of any central source of electronic records. If not in violation of t~is or any other data use provision of this Agreement, UNIVERSITY may share CAS data outside UNIVERSITY in qonformance with UNIVERSITY policies governing access to research information. Typical examples of these UNIVERSITY policies are: 1. Including some bibliographic citations and other data items derived from a database in published articles; 2. Presentation of research findings at a conference, in a working paper or pre-print, or similar forum provided that the subject matter is not CAS techniques, databases or processes; and 3. Sharing research i!lformation on request with another researcher or research agency wishing to examine UNIVERSITY's research qctivity or replicate a particular experiment, provided this information is not shared in the fulfilfment of a contractual or "work for hire" obligation. Stored records must be deleted when they are no longer needed by the Authorized User for the relevant research project, or after the completion of Authorized User's degree program, whichever occurs first. LiJnder no circumstances may CAS data be used for any other purpose, including but not limited to distribution of data tjy assignment, sale, sublicense, loan or other means of transfer to any other Member, any third party, and any

14

cpmmercial use. whether paid or unpaid. Any use beyond the limited use described herein, requires the advance V>1ritten permission of CAS.

M. SciFinder Scholar. Release 3.0 of the CAS product designed for academic scientific research consisting of client/server software which provides access to ACS-owned and proprietary databases that include the world's largest cpllection of chemistry information residing on the CAS server, utilizing a GAS-designed graphical user interface. $ciFinder Scholar includes SSM when SSM is ordered by UNIVERSITY.

N. SciFinder Substructure Module (SSM). An optional add-on module to SciFinder Scholar consisting of functionality tl;1at enables substructure searching of the CAS REGISTRY File data available through SciFinder Scholar. CAS may dffer additional substructure search add-ons to SciFinder Scholar which are not covered initially under this Agreement, d.g., additional data for functionality.

0. Site. All Member facilities located within a named Campus.

2. LICENSE.

CAS grants UNIVERSITY a non-exclusive, Site-specific license for its Authorized Users to use SciFinder Scholar and the CAS data that Authorized Users search and retrieve using SciFinder Scholar witlll the following li~~!s:

A. Site: This license is specific to the Member Sites listed in Exhibit 1

e. 1.P. Addresses: Each Member must report to CAS all Authorized l.P. Address information, by Site, in Exhibit 1, and may use SciFinder Scholar only through its respective Authorized 1.P. Addresses listed in Exhibit 1. To qualify for .~se under this Agreement, these 1.P. Addresses must be unique to a Member. When temporarily at locations other than the Site. Authorized Users may connect via telephone lines (dial-in access) through Authorized l.P. Addresses to 1.11se SciFinder Scholar.

C. Security: Each Member will use reasonable efforts to ensure that only Authorized Users have access to SciFinder Scholar. Each Member must provide network-wide system security such that all Authorized Users must be required to !?rove their authorized status prior to each instance of downloading the SciFinder Scholar software from a Member's ftp $ite and prior to each instance of connecting to the Member network via telephone dial-up to access SciFinder Scholar. ~f. in addition, a Member's campus network security protocols will support password-protection for every SciFinder Scholar program launch (i.e .. every use of SciFinder Scholar), the Member agrees to implement this. "

0. Public Access and Library Terminals: UNIVERSITY acknowledges that the SciFinder Scholar product is not ~ntended to support any use other than that by Authorized Users. CAS acknowledges that a Member may be unable to $egregate public or library computer terminals from the rest of the Member network, and that while not permitted, ¢>ccasional walk-in, public use of SciFinder Scholar may occur. If a Member's network will support password-protection for every use of SciFinder Scholar in the library setting, the Member agrees to imple1ment this. Each Member will, in any case, prominently display a notice near all terminals, or electronically on the terminal screen, to which the public has access and on which SciFinder Scholar is available, indicating that SciFinder $cholar is for use only by Member i>tudents and faculty, and not the general public.

E. Client Software Copies: Members may make copies of the SciFinder Scholar client software to facilitate use.of the product under this Agreement only.

f. Reasonableness of Use. Authorized Users are permitted to use SciFinder Scholar only for Academic Research For Commercial Research, CAS offers a commercial SciFinder product available under a separate license agreement.

~AS will monitor the volume of searching and answer downloading activity associated with each Authorized 1.P. lA.ddress on a routine basis, for the purposes of: (1) benchmarking what "average" use is among Authorized l.P. Address(es), and (2) noting any significant variance in patterns of usage for particular Authorized IP Address( es). CAS may ask the Key Contact and the Authorized User(s) involved to discuss any usage pattern(s) CAS questions and, if necessary, to work with CAS to reach a solution if a problem is uncovered. If, however, as a result of such inquiry CAS 'earns that "excessive" or unusual use or any particular use is related to non-compliance with any provision of this Agreement, and depending on the scope of the non-compliance, CAS will instruct a Member with written notice to bar certain individuals from using SciFinder Scholar, may bar a Member from using SciFinder Scholar, or may elect to terminate this Agreement. If a Member is barred from SciFinder Scholar use, this may affect the terms of UNIVERSITY'S use of SciFinder Scholar. CAS will also have available to it all other remedies available under applicable 1law and in equity.

15

G. Data Use: Authorized Users are permitted to use CAS data accessed through SciFinder Scholar according to the permitted Data Use rights. Members will: (1) display the User ~g~eement text $hown in ~xhibit 3 to all users in. a printable form, and require the user to scroll through the text and 1nd1cate agreement (e.g., click-wrap agreement) prior to the initial download of the SciFinder Scholar client software from the Member network to the Authorized User's personal computer, and (2) use other reasonable efforts to c~~municate the Permitted Data Use rights to Authorized Users. CAS will display the User Agreement text through Sc1Finder Scholar feat11Jres, such as Message of the Day. Under no circumstances are Authorized Users permitted to redistribute any collection of CAS data to other Members or to third parties, whether for commercial gain or otherwise, or in any other way commercially exploit the CAS data obtained through use of SciFinder Scholar.

H. Concurrent Users. UNIVERSITY will place an order for the total number of Concurrent Users required by its Members as shown in Exhibit 4. The order will include a specific number of Concurrent Users from the total order for each Member's use. Each Member must have at least one Concurrent User. Concurrent Users may not be teassigned during any term of this Agreement. Members are permitted to share Concurrent Users upon the condition that only identical SciFinder Scholar configurations can be shared.

1. Additional Member!Sites. If UNIVERSITY wishes another Member or an additional Site of an existing, participating fv1ember to participate in this Agreement, UNIVERISTY may contact CAS for a quote and any additional terms, if applicable. The addition of Members and Sites is dependent on CAS' then-current policy in this regard.

u. UNIVERSITY Enforcement. UNIVERSITY and its Members acknowledge the ACS' copyright and ownership Interests in SciFinder Scholar, that SciFinder Scholar is a principal product of CAS, and the importance to CAS of maintaining these rights in the product and in CAS data. In addition to its othe1r obligations set forth specifically in this paragraph 2, Members promise to use reasonable efforts to monitor usage of SciFinder Scholar for compliance with the terms of this Agreement, and will notify CAS immediately of any suspected violation by any user. UNIVERSITY and its Members will use reasonable efforts to fully cooperate with CAS in investigating any suspected violation, and will take such action as reasonably requested by CAS, or which it deems in its good judgment to be necessary, to correct such violation. UNIVERSITY and each respective Member will be responsible for any failure pn its part to act in compliance with this paragraph 2(J).

K. No Other Permitted Uses. Any use of SciFinder Scholar by a Member not specifically permitted under this Agreement, including but not limited to distribution by assignment, sale, sublicense, loan or other means of transfer to any other Member, to any third party, and any commercial use, whether paid or unpaid, is strictly prohibited.

UNIVERSITY'S right to use SciFinder Scholar is completely stated here and has no other, or any additional, rights to use It. CAS reserves and keeps all other rights in and to SciFinder Scholar and CAS data.

~· UNIVERSITY and Members Limitation of Liability. UNIVERSITY and Members will exercise reasonable, good faith efforts:

1) to inform Authorized Users of the restrictions addressed in sections A-K of this paragraph 2 with respect to the (Jse of SciFinder Scholar, including all data accessed therewith, and all optional add-on modules (the "Restrictions"); ~) to enforce the Restrictions; 3) to investigate with CAS any violation or suspected violation of any of the Restrictions, whether by Authorized l.Jser(s) or not; and 4) to cooperate with CAS in the resolution of the matter.

\,JNIVERSITY and Members agree, at CAS' request, to review from time to time with CAS the efforts described above and to make such changes thereto as reasonably necessary.

Neither UNIVERSITY nor Members will be liable to CAS for the actions of an individual user who has acted without the knowledge or consent of UNIVERSITY or the Members, provided UNIVERSITY and the Members are in ¢ompliance with the requirements of sections A-L of this paragraph 2.

M. Beta Tests. From time to time, CAS may invite UNIVERSITY to evaluate prototypes or participate in trials, alpha tests and/or beta tests of new releases or new features/functionalities of SciFinder Scholar. The terms of this Agreement will apply to the use of the new release or features/functionalities. Not withstanding paragraph 11 below, additional terms may be included in a letter accompanying the new software and UNIVERSITY's installation and use of the new software thereafter will indicate acceptance of the additional terms. UNIVERSITY will hold these prototypes, trials, alpha or beta tests in strict confidentiality.

N. Access to Other Services. SciFinder Scholar may provide UNIVERSITY with access to other optional information services such as electronic full-text journal articles/documents, CAS Document Detective Service (CAS

16

DDS). other Web services not associated with the ACS or CAS, etc. Such access may require licenses or agreements with the information providers and include fees (in addition to the fees mentioned in paragr~ph 4) ~or such services. The negotiating and entering into of such licenses. agreements and other arrangements with a third party and the payment of any required fees is separate from and beyond the scope of this A~reeme~t and is _the responsibility of UNIVERSITY and its Members. UNIVERSITY will use and access such services at its own risk. Currently these are optional features of SciFinder Scholar offered to Authorized Users at the sole discretion of UNIVERSITY and its Members.

3. TERM OF AGREEMENT.

This Agreement is effective when both parties have signed it. The initial term extends through the last day of the 121h

month following the date of Loginid Activation under UNIVERSITY's initial order. It will automatically renew on each anniversary date thereafter for another 12 month period unless terminated as permitted herein.

Because renewal is automatic, UNIVERSITY must notify CAS in advance if UNIVERSITY does not desire to continue this Agreement following the end of each 12 month period or if UNIVERSITY's requirements for SciFinder Scholar change. UNIVERSITY will provide a minimum 30 days' advance notice of this. If CAS does not receive the minimum notice, CAS will automatically renew this Agreement for the then-current number of Concurrent Users at each Site for the next 12 month period.

4. SCIFINDER SCHOLAR PRICING.

A. Prices. Fees for the license to SciFinder Scholar are determined on the basis of number of Concurrent Users per Site, and are differentiated according to print CA subscriber status, selection of SSM and hours of availability. UNIVERSITY may customize the feature configuration of each Concurrent User with or without SSM, for either Full or pffpeak Access.

UNIVERSITY elects the feature configuration and number of Concurrent Users for each Member Site as specified in Exhibit 4 for its initial order.

Concurrent User(s) may be added during the current term for a prorated fee at then-current prices. Feature configurations may be upgraded during an Agreement term for a prorated fee. Other feature configuration changes may be made during an Agreement term upon mutual agreement.

B. Evaluation Period. Member is eligible to evaluate SciFinder Scholar through December 31, 1999 at no charge. On or before December 31, 1999, UNIVERSITY must notify CAS at sfadmin@cas.org, followed by fax notification to 614-447-3939, should it wish to not license SciFinder Scholar. In that event the license granted in this Agreement is revoked, and UNIVERSITY will have no rights to continue to use SciFinder Scholar and limited data use rights as specifically provided in paragraph 9.C of this Agreement. If UNIVERSITY does not notify CAS on or before December 31, 1999 of the evaluation period, then access to SciFinder Scholar will continue uninterrupted and UNIVERSITY will be invoiced in accordance with paragraph 4.D.

C. Other Services. Fees for Web services made accessible through SciFinder Scholar will generally have separate invoices. There may be instances; however, where these fees may appear on your SciFinder Scholar invoice.

D. Invoices. For UNIVERSITY's initial order, invoicing of the full annual license fee will occur during the month following the month during which Loginid Activation occurs. Invoices will be directed to the Administrative Contact. UNIVERSITY agrees to remit all invoiced amounts, according to invoice terms. Fees are not refundable under any circumstance. Should Member's print CA subscriber status change from subscriber to non-subscriber during the initial or any of the renewal terms, CAS will adjust the price accordingly and invoice UNIVERSITY for any additional fees due CAS. Member agrees to remit all additional invoiced amounts according to invoice terms.

E. Changes in Pricing. CAS may change the SciFinder Scholar license fees referred to in section A and will notify UNIVERSITY's Administrative Contact and Key Contact(s) at least 60 days in advance of the date that any new prices go into effect. Price modifications affect Concurrent Users added after the price change and renewal orders only.

5. ADMINISTRATIVE CONTACT.

UNIVERSITY designates the person noted in Exhibit 5 to be UNIVERSITY's Administrative Contact. The Administrative Contact may be reached during normal business hours at the address, telephone and telefax numbers and e-mail address set forth in Exhibit 5.

17

UNIVERSITY will provide CAS with updated contact information if the Administrative Contact is added or changed. The Administrative Contact is responsible for all business matters relating to this Agreement, including billing. The Administrative Contact will also forward a copy of Exhibit 3 to this Agreement to each Key Contact.

6. KEY CONTACTS.

Members designate the Authorized Users listed in Exhibit 5 to be Key Contacts. Each Member should have a local Key ~ontact. Members will provide CAS with necessary contact information immediately if a Key Contact is added or changed.

The Key Contact is responsible for the following tasks:

A. Client Software. The Key Contact is responsible for downloading the SciFinder Scholar client software initially and downloading the software as maintenance releases become available, from the CAS server and for appropriately customizing it for use at a given Site. Customization means keying in the loginid and password and determining software preference settings. The Key Contact is also responsible for loading the client software on the Member network such that only Authorized Users have access and may download copies.

B. Support of Authorized Users. The Key Contact will serve as the first point of contact for any Authorized User question about SciFinder Scholar. As necessary, the Key Contact may request CAS Help Desk and Customer Service support via telephone during regular service hours. I

C. CAS Inquiries. The Key Contact will serve as CAS' first point of contact at a Member Site for any questions or issues that may arise related to use of SciFinder Scholar during the term of this Agreement. In the event that CAS inquires regarding use of SciFinder Scholar under the provisions of paragraph 2(F), the Key Contact will use best efforts to assist CAS in exploring and resolving any issues, which will include best efforts to identify Authorized Users associated with Authorized 1.P. Addresses.

7. MAINTENANCE RELEASES.

CAS will provide Members with SciFinder Scholar maintenance releases at no additional charge. Maintenance releases include routine software fixes. Members must use reasonable efforts to ensure that all Authorized Users install the maintenance release within 90 days of their receipt of the release from CAS. Members acknowledge that, to secure eontinued support of SciFinder Scholar, Authorized Users must install the maintenance releases within this 90 day p>erio<;I.

8. GENERAL PROVISIONS.

A. Ownership. The copyright and title to all property interests in or to SciFinder Scholar and updates thereto, including source and object code, user manuals, and scientific information accessed using it are in and will remain with the ACS as owner, and this Agreement does not grant UNIVERSITY or a Member any right of ownership. The copyright of the ACS is under the Copyright Law of the US (Title 17, U.S. Code), which is party to both the Universal Copyright Convention and the Berne Copyright Convention. UNIVERSITY and Members agree to not remove or obscure copyright notices.

L!NIVE~SITY, UNIVERSITY's Key Contact(s) and Authorized Users are prohibited from making any modifications, ~daptations, enhancements, decompilations, changes or derivative works of SciFinder Scholar. UNIVERSITY is not permitted to use SciFinder Scholar except as specifically set forth herein.

B. Confidentiality. UNIVERSITY and Members agree to keep the specific terms of this Agreement strictly confidential a13 if it were UNIVERSITY's or Members' own confidential information; except as required by applicable law and except as provided in Exhibit 6, License Summary, which may be posted on the California Digital Library website.

18

Exhibit 3

User Agreement

You certify to the following before you use SciFinde~ Scholar:

1) I am a current faculty or administrative staff mEjmber, or officially registered student of UNIVERSITY; · 2) I will use SciFinder Scholar only for my own academic research done in the course of pursuing my

degree, or in instructing my students, or, in the1course of my own research funded by the government or a non-profit foundation and intended for publication in the publicly available literature;

3) I will NOT use Sci Finder Scholar for commer~ial research; for example, research that is done under a funding or consultant contract where the resul'5 are delivered to a for-profit organization, or for research that involves patentability searching. If I require SciFinder for commercial purposes, I will have the search done using a commercial account by contaqting the librarian responsible for chemistry searches on campus, by contacting CAS and having them perform a search for me, or by acquiring and using the commercial SciFinder product;

4) I will use my search results in the ordinary course of academic research and acknowledge that I may store search results in electronic form, provided that at any one time, I store no more than 5,000 records. I may share search results in a limited, reasonable way with other UNIVERSITY students or faculty working on the same project, but I will not ag~regate my electronic search results with those of anyone else. I will delete stored records when I no longer need them for the relevant research project, or after the completion of my degree program, whichever occurs first. If I need to use search results beyond what is described here, I will contact my UNIVERSITY1 Key Contact to discu$s and to obtain CAS permission. I ACKNOWLEDGE THAT I AM NOT PERMIITED TO DISTRIBUTE ANY CAS DATA OR SCIFINDER SCHOLAR, FOR COMMERCIAL GAIN OR OTHERWISE, OUTSIDE THE UNIVERSITY OR TO THIRD PARTIES.

5) I acknowledge that UNIVERSITY has entereq into a license agreement with CAS to provide me with access to SciFinder Scholar, and that violation, of the license by any user could result in a termination of the license for all users. ·

6) I will contact UNIVERSITY's Key Contact with ~ny questions related to the use of SciFinder Scholar.

19