INTELLECTUAL PROPERTY NOTICE

Praedicat, the Praedicat logo, ChemMeta, CoMeta, Litagion, Litigenome, ML-ement, Quindrex and Oortfolio are registered trademarks of Praedicat, Inc.

Nekomodel and Starburst are trademarks of Praedicat, Inc.

The ChemMeta, CoMeta and Oortfolio software products are protected by U.S. Patents 8,671,102 and 9,430,739.

Praedicat licenses Journal Citation Reports™ and Web of Science™ from Clarivate Analytics. Select data therein are utilized as data inputs into Praedicat’s models.

TERMS OF SERVICE: SUBSCRIPTION PRODUCTS

Please read all of the following Terms of Service (the “TOS”) for Praedicat, Inc. subscription products and the web sites on which they are located (e.g., at the addresses www.praedicat.com, www.chemmeta.com and www.cometarisk.com) (each, a “Site,” and together, the “Site”) before using this Site. By continuing to access or use this Site, or any product or service on this Site, you signify your acceptance of the TOS. Praedicat, Inc. (“Praedicat”) reserves the right to amend, remove, or add to the TOS at any time. Such modifications shall be effective immediately. Accordingly, please continue to review the TOS whenever using this Site. Your access to or use of this Site, or any service on this Site, after the posting of modifications to the TOS will constitute your acceptance of the TOS, as modified. If, at any time, you do not wish to accept the TOS, you may not access or use this Site. Any terms and conditions proposed by you which are in addition to or which conflict with the TOS are expressly rejected by Praedicat and shall be of no force or effect.

If you are entering into the TOS on behalf of a company or other legal entity (such as the Licensee, as defined below), you represent that you have the authority bind such entity and its affiliates to the TOS, in which case the term “you” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with the TOS, you must not accept the TOS and may not use the Hosted Service, unless the Licensee has otherwise entered into the TOS with Praedicat.

Definitions:

Hosted Service: “Hosted Service” means any of the subscription products available on the Site, including, but not limited to, CoMeta or ChemMeta, as well as the information, data, materials, software, functionality, services, and content contained therein.

License: “License” means a current and valid license to access one or more Hosted Service on the Site, and which may include purchased subscription to one or more Hosted Service for one or more Users associated with a Licensee, a trial subscription to a Service (or beta version thereof) granted for one or more Users associated with a Licensee, or any other valid and authorized right/license.

Licensee: “Licensee” means the individual or entity who holds a License for one or more Service, and which may be a corporation or some other entity.

User: “User” means an individual user (human) who is covered by a valid License, and if under the License of a larger entity, maintains a current and valid relationship with a valid Licensee, such as, as applicable, employee, administrator, or authorized agent.

1. Users

1. You represent, warrant, and convenant that you are at least eighteen (18) years old and a valid User. Your rights as a User are subject to and conditioned upon (i) the validity of your License and (ii) a current and valid relationship with your Licensee. Upon the cessation of either condition (i.e., you change employers), your rights shall immediately terminate and you must immediately cease using the Hosted Service.
2. You shall comply with any other applicable terms and conditions of use set forth in connection with the Hosted Service, including but not limited to, as applicable to you, a Subscription Agreement between the Licensee and Praedicat or any other purchase or license document (altogether, the “Praedicat Subscription Agreement”). Unless explicitly set forth otherwise, in the event of a conflict between the provisions of the TOS and the Praedicat Subscription Agreement, the provision of the applicable Praedicat Subscription Agreement shall prevail over the conflicting provision of the TOS.

2. Intellectual Property

1. This Site and the Hosted Service are proprietary and are protected by copyright laws, international copyright treaties, and other intellectual property rights laws and treaties. The Hosted Service is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright restrictions displayed in connection with the Hosted Service.
2. This Site and the Hosted Service are based proprietary computer risk assessment technology of Praedicat, Inc. The technology and data used in providing the Hosted Service is based on scientific, legal and academic data, mathematical and empirical models, and the encoded experience of scientists and specialists (including without limitation: chemical engineers, epidemiologists, toxicologists, legal experts and mathematicians). As with any model of liability systems, particularly those with low frequencies of occurrence and potentially high severity outcomes, the actual losses from catastrophic events may differ from the results of simulation analyses. Furthermore, the accuracy of analyses depends wholly or in part on the accuracy and quality of the input data used with the Praedicat technology or supplied to Praedicat. Accordingly, Praedicat and its licensors do not make any representation or warranty as to the accuracy, completeness, or certainty of the Hosted Service.
3. Neither this Site, nor the Hosted Service, nor any portion of this Site or the Hosted Service, may be shared with any third party without the prior written consent of Praedicat. Furthermore, this Site and the Hosted Service may only be used for Licensee’s internal business purposes and for no other purpose, and may not be used under any circumstances in the development or calibration of any product or service offering that competes with Praedicat.

3. Restrictions
   You agree not to:

1. sell, resell, sublicense, distribute, rent, lease, time-share or otherwise make available to any third party that is not a User the Hosted Service (or any part thereof), or any information or functionality that is made available through the Hosted Service;
2. receive fees or other consideration for the Hosted Service;
3. remove any copyright notices or other proprietary notices that are provided by Praedicat in connection with the Hosted Service or the Hosted Service;
4. systematically access or extract content from the Hosted Service, including through, but not limited to, the use of ‘bots’ or ‘spiders’;
5. reverse engineer any model for which Praedicat owns or licenses the intellectual property rights, or decompile, disassemble or otherwise attempt to derive the source code of the Hosted Service (or any part thereof), or any functionality that is made available through the Hosted Service;
6. compile, collect or create any database of indexes, data, or other information derived from or arising out of your or the Licensee’s use of the Hosted Service,
7. modify, copy or create derivative works based on the Hosted Service (or any part thereof) or any information or functionality that is made available through the Hosted Service;
8. send through or store infringing, libelous or otherwise unlawful or tortious material in the Hosted Service;
1. store or transmit material in violation of third party privacy rights;
10. knowingly send through or store malicious code in the Hosted Service;
11. attempt to gain unauthorized access to, or disrupt or interfere with the integrity or performance of, the Hosted Service or any underlying systems or networks or the data contained therein;
12. access the Hosted Service or utilize the Hosted Service for the purpose of building a competitive product or service or copying its features or user interface or otherwise using or exploiting any intellectual property rights of Praedicat underlying the Hosted Service in a manner that is not authorized herein;
13. use the Hosted Service, or permit it to be used, for purposes of product evaluation, benchmarking or other comparative or competitive analysis intended for publication without Praedicat’s prior written consent;
14. use the Hosted Service in connection with a securitization or any other private or public capital market transaction or offering;
15. permit access to the Hosted Service by a Praedicat competitor or share any portion of the Hosted Service, directly or indirectly, with any Praedicat competitor without receiving Praedicat’s prior written consent; or
16. disclose or make available any User logins or mobile device activation key codes to any third party.

4. Disclaimer and Limitation of Liability

1. EXCEPT AS OTHERWISE STATED HEREIN, THE HOSTED SERVICE IS PROVIDED “AS IS,” WITHOUT ANY WARRENTY OF ANY KIND. PRAEDICAT AND ITS CONTRACTORS AND LLICENSORS DISCLAIM ANY OTHER EXPRESS OR IMPLIED WARRENTY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PRAEDICAT DOES NOT WARRANT THAT THE HOSTED SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. PRAEDICAT AND ITS LICENSORS DO NOT PROVIDE ANY WARRENTY, IMPLIED OR OTHERWISE, REGARDING ANY SOFTWARE PROVIDED BY SUCH LICENSORS THAT IS USED IN CONNECTION WITH THE PROVISION OF THE HOSTED SERVICE.
2. NONE OF PRAEDICAT, ITS AFFILIATES, OR THEIR RESPECTIVE SUPPLIERS AND THIRD-PARTY AGENTS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INJURY OR DAMAGES, WHETHER CAUSED BY THE NEGLIGENCE OF PRAEDICAT, ITS AFFILIATES, ANY OF THEIR RESPECTIVE EMPLOYEES, SUBCONTRACTORS, AGENTS OR EQUIPMENT VENDORS OR OTHERWISE, ARISING IN CONNECTION WITH THE HOSTED SERVICE, OR FOR ANY LOST PROFITS, LOSSES, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR FOR ANY CLAIM AGAINST YOU BY ANY OTHER PARTY, EVEN IF PRAEDICAT HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION ANY INABILITY OR FAILURE TO PERFORM LEGAL OR OTHER RESEARCH OR RELATED WORK OR TO PERFORM SUCH LEGAL OR OTHER RESEARCH OR WORK PROPERLY OR COMPLETELY (EVEN IF ASSISTED BY PRAEDICAT OR ITS AFFILIATES). NONE OF PRAEDICAT, ITS AFFILIATES, OR THEIR RESPECTIVE SUPPLIERS GUARANTEE THE ACCURACY, CORRECTNESS, COMPLETENESS, OR TIMELINESS OF THE HOSTED SERVICE OR ANY PROGRAMS, DATA, OR OTHER INFORMATION FURNISHED IN CONNECTION THEREWITH. YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND ADEQUACY OF THE DATA AND INFORMATION YOU USE AND THE RESULTANT OUTPUT THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF PRAEDICAT, ITS AFFILIATES, OR THEIR RESPECTIVE SUPPLIERS SHALL, DIRECTLY OR INDIRECTLY, BE LIABLE, IN ANY WAY, TO YOU OR ANY OTHER PERSON FOR ANY INACCURACIES, DELAYS, ERRORS, OR INTERRUPTIONS IN THE HOSTED SERVICE FROM WHATEVER CAUSE, OR ANY LOSS OR DAMAGE ARISING THEREFROM OR OCCASIONED THEREBY, OR BY REASON OF ANY NONPERFORMANCE.
3. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TOS, TO THE EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF PRAEDICAT AND ITS AFFILIATES ARISING IN CONNECTION WITH THE TOS FOR DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED $500. NOTWITHSTANDING THE FOREGOING, THE TOS SHALL NOT LIMIT ANY LIABILITY FOR DEATH OR PERSONAL INJURY DIRECTLY RESULTING FROM NEGLIGENCE IF AND TO THE EXTENT SUCH LIMITATION WOULD VIOLATE APPLICABLE LAW. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR PERTAINING TO THE HOSTED SERVICE MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
4. IF YOU BREACH OR THREATEN TO BREACH ANY PROVISION OF THE TOS, PRAEDICAT SHALL BE ENTITLED TO SEEK INJUNCTIVE RELIEF TO ENFORCE THE PROVISIONS HEREOF, BUT NOTHING HEREIN SHALL PRECLUDE PRAEDICAT FROM PURSUING ANY ACTION OR OTHER REMEDY FOR ANY BREACH OR THREATENED BREACH OF THESE TOS, ALL OF WHICH SHALL BE CUMULATIVE. IF PRAEDICAT PREVAILS IN SUCH ACTION, PRAEDICAT SHALL BE ENTITLED TO RECOVER FROM YOU ALL REASONABLE COSTS, EXPENSES AND ATTORNEYS’ FEES INCURRED IN CONNECTION THEREWITH. PRAEDICAT RETAINS THE RIGHT TEMPORARILY OR PERMANENTLY TO BLOCK ACCESS TO THE HOSTED SERVICE IF PRAEDICAT, IN ITS SOLE DISCRETION, BELIEVES THE HOSTED SERVICE HAVE BEEN OR MAY BE USED FOR AN IMPROPER PURPOSE OR IN VIOLATION OF THE TERMS OF THE TOS.

5. Termination
   You may terminate the TOS immediately upon written notice to Praedicat if you also discontinue your access to and use of the Hosted Service. For the avoidance of doubt, any such termination shall not terminate, or terminate any of your or your employer’s obligations under any applicable Praedicat Subscription Agreement. Notwithstanding anything to the contrary in the TOS, Praedicat reserves the right to terminate the TOS, or suspend or terminate your access to and use of the Hosted Service, or any portion thereof, in its sole discretion, at any time without notice and effective immediately. The TOS and your access to the Hosted Service will terminate immediately without notice from Praedicat if you, in Praedicat’s sole discretion, fail to comply with any provision of the TOS. Praedicat shall not be liable to you or any third party for the termination or suspension of the Hosted Service, or any claims related to the termination or suspension of the Hosted Service. Upon termination of the TOS for any reason whatsoever, you shall discontinue your access to and cease all use of the Hosted Service, including any content, downloaded or otherwise.
6. Governing Law
   The TOS shall be governed by and construed in accordance with the laws of the United States and the state of California, without giving effect to conflicts-of-law principles thereof. You agree to submit to the exclusive jurisdiction of the federal and state courts located in Los Angeles County, California in connection with any matters arising out of these TOS and not to assert a defense of forum non conveniens, sovereign immunity, Act of State, or analogous doctrines in connection with any such action.
7. Entire Agreement/Severability/Waiver
   The TOS, the documents and policies incorporated herein, either in their entirety or by explicit reference, any other terms and conditions on this Site, and any other Praedicat Subscription Agreement, as applicable, constitute the entire agreement between you and Praedicat or its affiliated entity, as applicable, and govern your use of the Hosted Service. If any provision of the TOS is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the TOS will remain in force. The failure of Praedicat or its affiliated entity to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision unless acknowledged and agreed by Praedicat or its applicable affiliated entity in writing.
8. Miscellaneous
   You agree that Praedicat has the right to change the content or technical specifications of any aspect of the Hosted Service at any time in Praedicat’s sole discretion. You further agree that such changes may result in your being unable to access the Hosted Service. The section titles in the TOS are used solely for the convenience of you and Praedicat and have no legal or contractual significance. You further agree that Praedicat may communicate with Users or prospective Users within your organization.
9. Assignment/Delegation
   You may not assign the TOS or the rights hereunder without the prior written consent of Praedicat. Praedicat may assign the TOS and delegate certain of its responsibilities, obligations, and duties under or in connection with the TOS to a third party or affiliate, which may discharge those responsibilities, obligations, and duties on behalf of Praedicat.
10. Electronic Communications
    When you visit this Site and when you communicate with Praedicat electronically, you consent to receive communications from us electronically. You agree that all notices, disclosures, and other communications that Praedicat provides to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form.

ACCEPTABLE USE POLICY

Your use of the services provided by Praedicat, Inc. (“Praedicat”) through its websites located at www.praedicat.com, www.chemmeta.com, www.cometarisk.com, and www.oortfolio.com (the “Websites”) is subject to this Acceptable Use Policy. Praedicat offers a variety of services that are collectively referred to as the “Services”. If you are found to be in violation of these policies at any time, as determined by Praedicat in its sole discretion, Praedicat may warn you or suspend or terminate your access to its Services. Please note that Praedicat may change our Acceptable Use Policy at any time, it is your responsibility to keep up-to-date with and adhere to the policies posted here.

1. Prohibited Content.The information and other content that you provide in connection with utilizing our services shall not contain any of the following types of content:
   1. Content that infringes a third party’s rights (e.g., copyright) according to applicable law;
   2. Excessively profane content;
   3. Hate-related or violent content;
   4. Content advocating racial or ethnic intolerance;
   5. Content intended to advocate or advance computer hacking or cracking;
   6. Gambling;
   7. Other illegal activity, including without limitation illegal export of controlled substances or illegal software;
   8. Drug paraphernalia;
   9. Phishing;
   10. Malicious content;
   11. Other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third-party rights.
2. Prohibited Actions. Without limiting your or your organization’s obligations under any other agreement with Praedicat, you shall not and shall not enable any third party, to:
   1. Generate or facilitate unsolicited commercial email (“spam”). Such activity includes, but is not limited to:
      1. sending email in violation of the CAN-SPAM Act or any other applicable anti-spam law;
      2. imitating or impersonating another person or his, her or its email address, or creating false accounts for the purpose of sending spam;
      3. data mining any web property (including Praedicat’s) to find email addresses or other user account information;
      4. sending unauthorized mail via open, third-party servers;
      5. sending emails to users who have requested to be removed from a mailing list;
      6. selling, exchanging or distributing to a third party the email addresses of any person without such person’s knowing and continued consent to such disclosure; and
      7. sending unsolicited emails to significant numbers of email addresses belonging to individuals and/or entities with whom you have no preexisting relationship.
   2. Send, upload, distribute or disseminate or offer to do the same with respect to any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene or otherwise objectionable content;
   3. Intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes or any other items of a destructive or deceptive nature;
   4. Conduct or forward pyramid schemes and the like;
   5. Transmit content that may be harmful to minors;
   6. Impersonate another person (via the use of an email address or otherwise) or otherwise misrepresent yourself or the source of any email;
   7. Illegally transmit another’s intellectual property or other proprietary information without such owner’s or licensor’s permission;
   8. Use the Services to violate the legal rights (such as rights of privacy and publicity) of others;
   9. Promote or encourage illegal activity;
   10. Interfere with other users’ enjoyment of the Services;
   11. Sell, trade, resell or otherwise exploit the Services for any unauthorized commercial purpose;
   12. Modify, adapt, translate, or reverse engineer any portion of the Services;
   13. Remove any copyright, trademark or other proprietary rights notices contained in or on the Services;
   14. Reformat or frame any portion of the web pages that are part of the Services’ administration display;
   15. Use the Services in connection with illegal peer-to-peer file sharing;
   16. Display any content on the Services that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
   17. Modify the Praedicat logo or any other Praedicat marks; or
   18. Use the Service, or any interfaces provided with the Services, to access any Praedicat product or service in a manner that violates the Websites Terms of Use or other terms and conditions applicable to you for use of such Praedicat product or service.