SGC Open Chemistry Networks: Terms of Use and Participation

  1. Introduction

    The mission of the Structural Genomics Consortium (“SGC”) Open Chemistry Networks platform (“Open Chem Networks”) is to bring together the knowledge, expertise, and resources of a large, distributed network of like-minded chemists from around the world to help SGC create new, open access Chemical Probes (defined below) against novel protein targets and to make them openly available to the research community without restrictions on use in order to catalyze research in new areas of human disease biology and drug discovery (the “Mission”). Chemists participating in the platform will design, synthesize, and contribute new (and, in some cases, pre-existing) bioactive small molecules for one or more Open Chem Networks projects and SGC will facilitate their characterization in biochemistry, structural biology, and cell biology assays, with all contributions to be made on an in-kind basis. To advance the public good and accelerate downstream discovery, all chemistry, data, and knowledge contributed to and generated in the Open Chem Networks projects by participating chemists and by SGC will be made openly available to the research community.

  2. Your Acceptance

    1. By accessing, using, contributing to, or otherwise participating in the Open Chem Networks platform and its associated websites, including but not limited to individual Project pages and documents hosted externally on Github or other such webpages, workflow platforms, web-based applications, or data hosting services (together, the “Websites”), or by accessing, using, or sharing any Project IP (defined below), including when provided to you by third parties other than via the Websites, you signify your agreement to these terms and conditions of use and participation (the “Terms”).
    2. If you access, use, contribute to, or otherwise participate in Open Chem Networks or its Websites on behalf of another person or entity, including your employer organization, you represent and warrant that you have (or have been given) the authority to bind the person or entity to these Terms, and your acceptance of these Terms will be deemed an acceptance by that person or entity, and “you” and “your” herein shall refer to that person or entity.
    3. SGC may modify or revise these Terms at any time, and you agree to be bound by such modifications or revisions. Although SGC may attempt to notify you when major changes are made to these Terms, you should periodically review the most up-to-date version at https://thesgc.org/sgc-open-chemistry-networks/terms-of-use, or wherever it is posted on the Websites.

  3. Definitions

    Words in these Terms with initial letters capitalized, whether used in the singular or the plural, shall have the meanings set forth below or, if not listed below, the meanings designated in places throughout the Terms:

    1. “Background IP” means all Intellectual Property of Participants that is not Project IP, including for example but without limitation pre-existing Intellectual Property of Participants used to create Project IP and any subsequent Intellectual Property conceived, created, derived, developed, identified, or first reduced to practice by Participants outside the scope of any Project, including through Use of Project IP. For clarity, Background IP of Participants that is subsequently posted, shared, or uploaded to the Websites or otherwise provided for use in a Project (including in physical form, in the case of Materials) becomes Project IP.
    2. “Chemical Probe” means any Collaboration Compound that has met the criteria established and posted by SGC for a Project on the Websites, which may include potency, selectivity, cell permeability, or other relevant parameters in relation to the Project’s target protein(s) of interest, and that has been declared a Chemical Probe by SGC’s Chemical Probes Scientific Committee in accordance with Section 7.2.
    3. “Collaboration Compound” means any chemical compound posted, shared, or uploaded by a Participant to a Project page on the Websites or otherwise provided (including in physical form) by a Participant for use in a Project.
    4. “Content” means literary, artistic and other works, and compilations thereof, subject to protection by Copyright and Similar Rights in any jurisdiction (including data and Databases where and to the extent applicable).
    5. “Contribution” means the non-financial contribution (including, without limitation, Project IP, human resources, Collaboration Compounds, facilities, and equipment) of a Participant to a Project.
    6. “Copyright and Similar Rights” means copyright and similar rights closely related to copyright, including without limitation performance, broadcast, sound recording, and Sui Generis Database Rights, without regarding to how the rights are labeled or categorized.
    7. “Database” means a collection of Content and/or other information, data, or facts arranged in a systematic or methodical way and individually accessible by electronic or other means.
    8. “Derivatives” means Content that is derived from our based upon Project IP, in whole or in part, including without limitation compilations, Databases, translations, adaptations, arrangements, transformations, modifications, and other alterations that require permission under Copyright and Similar Rights held by the owner(s) of the applicable Project IP. For clarity, Derivatives that are posted, shared, or uploaded to the Websites or otherwise provided for use in a Project become Project IP hereunder.
    9. “Intellectual Property” means any information, Content, data (whether or not subject to Copyright and Similar Rights), Databases, techniques, discoveries, inventions (whether or not patentable), formulae, formulations, concepts, methodologies, models, procedures, results, specifications, know-how, show-how, software, technologies, and Material.
    10. “Intellectual Property Rights” means all industrial and intellectual property rights including patents, utility models, other rights in inventions, registered designs, rights in designs, trademarks, Copyright and Similar Rights, moral rights, trade secrets, and rights in confidential information and know-how (all whether registered or unregistered and including any renewals, extensions, continuations, and divisional thereof) and all rights or forms of protection having equivalent or similar effect to any of these which may subsist anywhere in the world, and applications for registrations of any of the foregoing.
    11. “Joint Intellectual Property Rights” means any Intellectual Property Rights in Project IP owned jointly by you and by SGC and/or other Participants.
    12. “Material” means any physical material, including without limitation any substances, chemical compounds, DNA, RNA, proteins, antibodies, cell lines, tissues, or other biological samples.
    13. “Project IP” means any Intellectual Property posted, shared, or uploaded to the Websites or otherwise provided for use in a Project by a Participant (including in physical form, in the case of Materials), whether that Intellectual Property was conceived, created, derived, developed, identified, or first reduced to practice in the course of the Project or prior to, or independent of, a Participant’s participation in a Project, including without limitation Collaboration Compounds and any Intellectual Property pertaining to synthetic pathways, structures, properties, and chemical, biochemical, and biological activities of Collaboration Compounds.
    14. “Participant” means anyone who makes a Contribution to or otherwise participates in a Project, including without limitation by posting, sharing, or uploading Intellectual Property to the Websites or otherwise providing Intellectual Property for use in a Project (such Intellectual Property to become Project IP hereunder).
    15. “Project” means an Open Chem Networks project to develop and characterize chemical compounds for one or more proteins of interest as specified on the Project’s webpage, including the associated activities of Participants in the Project.
    16. “Share” or “Sharing” means to provide to the public by any means or process that requires permission, including under Copyright and Related Rights, such as reproduction, public display, publication, public performance, distribution, dissemination, communication, or importation, and to make available to the public including in ways that members of the public may gain access from a place and at a time individually chosen by them.
    17. “Structural Genomics Consortium” or “SGC” means a company limited by guarantee with charitable objects registered in England (number 4714553) whose registered office is 215 Euston Road, London NW12BE, United Kingdom, which is a consortium of public and private funders and research institutions whose mission is to accelerate drug discovery by generating high-quality structural and chemical biology tools and knowledge and by making them openly accessible to the scientific community. For clarity, for purposes of these Terms, “Structural Genomics Consortium” and “SGC” shall include the individual scientists and research institutions within the consortium who make Contributions or otherwise participate in one or more Projects of the Open Chem Networks.
    18. “Sui Generis Database Rights” means rights other than copyright resulting from Directive 96/9/EC of the European Parliament and the Council of 11 March 1996 on the legal protection of Databases, as amended and/or succeeded, as well as other essentially equivalent rights anywhere in the world.
    19. "Use” or “Using” means to do all such acts with Intellectual Property as may be reserved to the owner(s) of Intellectual Property Rights therein under applicable laws, including without limitation: (i) in the case of Copyright and Similar Rights, to reproduce, extract, reuse, and Share the Intellectual Property, in whole or in part, and to produce, reproduce and Share Derivatives thereof; and (ii) in the case of inventions, to make, have made, use, sell, offer for sale, and import the Intellectual Property.
    20. “User” means a Participant or anyone else who accesses, uses, or shares the Open Chem Networks platform and Websites or any Project IP, in either case whose rights have not been terminated pursuant to Section 10.1.

  4. Your Project Contributions and Rights Granted by You Therein

    1. Contributions to be In-Kind. If you act as a Participant in a Project of the Open Chem Networks, you agree that your Contribution is made on an in-kind basis and is to be supported by your own sources of funding, as applicable. Neither SGC nor any other User shall be required to provide any funding to or financial compensation for your work on a Project through these Terms.
    2. Your Project IP. In connection with your participation in a Project and subject to these Terms, you may contribute certain Project IP that you post, share, or upload to the Websites or that you otherwise provide (including in physical form, with respect to Materials) for use in the Project. In addition to all other rights provided below, SGC reserves the right to curate, transform (while maintaining data integrity), and/or format Project IP that you post, share, or upload to the Websites. SGC further reserves the right to remove Project IP from the Websites for any reason. You acknowledge and agree that, whether or not such Project IP has been previously published or otherwise made publicly available, by posting, sharing, or uploading it, you intend for it to be dedicated to the public domain and it will be accessible on the Websites to anyone pursuant to these Terms. If you wish to maintain the confidentiality of, or pursue or enforce restrictive Intellectual Property Rights for, any particular Intellectual Property, you should not post, share, or upload it to the Websites or otherwise contribute it to a Project. By posting, sharing, or uploading any Intellectual Property to the Websites, or otherwise providing Intellectual Property for use in a Project (including in physical form, in the case of Materials), you hereby agree that such Intellectual Property shall become Project IP, and you acknowledge and agree that such Project IP is to be made freely available in the public domain for use and practice, without restriction, for any purpose. For the express purpose of ensuring that the Project IP is freely available in the public domain for use, without restriction, for any purpose, you hereby disclaim, and agree to cause third parties engaged by you to disclaim, any ownership or other right, title, or interest in the Project IP. You further agree that you will not transfer or assign any ownership or other right, title, or interest in any Project IP to any third party unless such third party assumes your obligations herein with respect to the Project IP.
    3. No Registration of Intellectual Property Rights. In order to advance the Mission of the Open Chem Networks and in furtherance of the disclaimers in Section 4.2, you agree, and agree to cause third parties engaged by you, not to file applications for, or otherwise seek to obtain, any patents or other registered Intellectual Property Rights in respect of any Project IP. To the extent reasonable in the circumstances, you agree, and agree to cause third parties engaged by you, to withdraw, abandon, revoke, narrow, disclaim, or otherwise cease prosecuting or maintaining any pre-existing applications for or registrations of Intellectual Property Rights, to the extent necessary in the circumstances to ensure that such applications or registrations do not claim or otherwise cover any Project IP.
    4. License to SGC. With respect to any Intellectual Property Rights in Project IP posted or otherwise provided by you that (i) vest automatically without the need to file applications therefor (for example, but without limitation, Copyright and Similar Rights), or (ii) are filed or obtained by you notwithstanding sub-clause 4.3 above, subject to the Terms herein, you hereby grant, and agree to cause third parties engaged by you that have not otherwise assigned applicable Intellectual Property Rights to you to grant, to SGC a worldwide, royalty-free, fully paid-up, sub-licensable, transferable, non-exclusive, irrevocable license under your Intellectual Property Rights, and under your interest in any Joint Intellectual Property Rights, to Use the Project IP for any purpose and for as long as the applicable Intellectual Property Rights are in force.
    5. License to Other Users. With respect to any Intellectual Property Rights in Project IP posted or otherwise provided by you that (i) vest automatically without the need to file applications therefor (for example, but without limitation, Copyright and Similar Rights), or (ii) are filed or obtained by you notwithstanding sub-clause 4.3 above, subject to the Terms herein, you hereby grant, and agree to cause third parties engaged by you that have not otherwise assigned applicable Intellectual Property Rights to you to grant, to all other Users a worldwide, royalty-free, fully paid-up, non-sublicensable, non-transferable, non-exclusive, irrevocable license under your Intellectual Property Rights, and under your interest in any Joint Intellectual Property Rights, to Use the Project IP for any purpose and for as long as the applicable Intellectual Property Rights are in force.
    6. Non-Assertion Covenant. Should any part of the above disclaimers or licenses be judged legally invalid or unenforceable under applicable laws for any reason, such partial invalidity shall not invalidate the remainder of the disclaimer or license, and in such case you hereby affirm that you will not (i) exercise any of your remaining Intellectual Property Rights (or interest in Joint Intellectual Property Rights) in the applicable Project IP, or (ii) assert any associated claims and causes of action with respect to the Project IP.
    7. Your Responsibility for Your Project IP. You shall be solely responsible for your own Project IP and the consequences of posting, sharing, or uploading it to the Websites or otherwise providing it in connection with a Project (including in physical form, in the case of Materials). You will not post or provide Project IP that you know, or ought to know, to be subject to third-party Intellectual Property Rights unless you have obtained the necessary licenses, rights, consents, or permissions for such Project IP to be Used by SGC and other Users pursuant to these Terms. You agree not to post, upload, or share any information in breach of EU Data Protection Directive 95/46/EC and the General Data Protection Regulation (EU) 2016/679 or under comparable laws and regulations of other jurisdictions. You agree to post information about any known hazardous properties of your Project IP on the Websites. For clarity, in the case of Collaboration Compounds, this information shall include, without limitation, any known adverse effects, mutagenicity, teratogenicity, carcinogenicity, flammability, corrosivity, or difficulties in handling the Collaboration Compounds.
    8. Background IP. These Terms do not affect the ownership of any Background IP, which shall remain the property of the relevant party that owns it. No license to utilize any Background IP is granted or implied by these Terms.

  5. Contributions of SGC and Other Participants and Rights Granted to You Therein

    1. Your Access Rights to Project IP of Others. In connection with your use of the Open Chem Networks platform and Websites or your participation in one or more Projects, you may gain access to or receive certain Project IP of other Participants or of SGC, including without limitation Project IP generated by SGC through testing or other analysis of your own Project IP. You may also gain access to or receive Project IP that has been provided to you by a third party in accordance with these Terms. Subject to the Terms herein, SGC hereby grants to you a worldwide, royalty-free, fully paid-up, non-sublicensable, non-transferable, non-exclusive, revocable license under its Intellectual Property Rights and its interest in Joint Intellectual Property Rights to Use Project IP for any purpose, subject to the conditions in Section 6 and the disclaimers in Section 9 below. SGC reserves the right to revoke any licenses or sub-licenses granted to you hereunder with immediate effect if you breach any of these Terms. You acknowledge and agree that it is your responsibility to obtain any and all rights that may be necessary for you to use any Project IP other than the rights authorized hereunder. SGC disclaims all responsibility for any such unauthorized use by you and you agree that you will not hold SGC liable for any potential third-party claims that may arise from your failure to obtain such rights.
    2. Downstream Recipients. Every recipient of Project IP automatically receives an offer to become a party to these Terms and to exercise the rights granted hereunder. For purposes of the foregoing, you agree to notify third parties of these Terms when you Share or otherwise provide Project IP to them, as further specified in Section 6.1 below.
    3. No Intellectual Property Claims. You agree, and agree to cause third parties engaged by you, not to file or seek to file any applications for patents or other registered Intellectual Property Rights (i) attempting to claim or cover Project IP of SGC or other Participants, or (ii) in respect of inventions or Derivatives you or third parties engaged by you may make in connection with your Use of Project IP of SGC or other Participants, where such patents or other registered Intellectual Property Rights would provide the right to in any way enjoin the future production, Sharing, or Use of such Project IP by other Users. With respect to any Intellectual Property Rights in the foregoing that (i) vest automatically without the need to file applications therefor (for example, but without limitation, Copyright and Similar Rights), or (ii) are filed or obtained in contravention of this Section, you agree, and agree to cause third parties engaged by you, not to enforce such Intellectual Property Rights against SGC or any other User and you hereby grant, and agree to cause third parties engaged by you that have not otherwise assigned applicable Intellectual Property Rights to you to grant, to SGC and all other Users an unlimited, worldwide, royalty-free, fully paid-up, sub-licensable, transferable, non-exclusive, irrevocable license under such Intellectual Property Rights to the fullest extent necessary for them to Use the Project IP and for as long as such rights are in force. For clarity and without limiting the foregoing, patent claims to synthetic pathways for, synthetic intermediates of, uses for, and compositions containing Collaboration Compounds of other Participants are covered by the foregoing prohibitions and licenses, whereas patent claims that are limited to new compounds that are structural modifications of Collaboration Compounds are not covered, unless you post the new compounds to the Websites or otherwise provide them for use in a Project, in which case they become Collaboration Compounds and therefore subject to Section 4.
    4. Use of Information about Experimental Material. You acknowledge that (i) some Project IP may reference chemical compounds (including Collaboration Compounds) or other Material with biological or chemical properties that are unpredictable or unknown, and (ii) the absence of any specific warning or disclaimer with respect thereto does not mean that such compounds or other Material may not have biological or chemical properties that are unsafe for human or other use. You agree that you are responsible for your compliance with any and all laws, regulations, rules, and standards applicable to research and experimentation using Project IP, or information contained in Project IP, accessed or received by you.

  6. License Conditions

    1. Attribution and Acknowledgement. If you Share any Project IP that you provide, gain access to, or receive in connection with your use of the Open Chem Networks platform and Websites or your participation in one or more Projects, or if you Share any Derivatives of such Project IP, you agree (i) to identify and properly attribute (according to standards applicable to the relevant medium or context) all of the creators of the Project IP, unless specifically requested otherwise by them, and (ii) to acknowledge the Open Chem Networks platform, indicate that the applicable Project is licensed under these Terms, and include a URI or hyperlink to these Terms. Examples of appropriate means by which to acknowledge the Open Chem Networks and link to these Terms are as follows: “The [describe data/materials] are accessible on the Structural Genomics Consortium’s Open Chem Networks platform and are openly licensed under the terms and conditions found here [hyperlink]” OR “This study was conducted as part of the Structural Genomics Consortium’s Open Chem Networks, and the [describe data/materials] are openly licensed under the terms and conditions found here [hyperlink].”
    2. Defensive Suspension. The disclaimers, licenses, and non-assertion covenants granted above shall automatically be suspended, and the party shall be free to assert its Intellectual Property Rights against the licensee, if the licensee or any entity affiliated with the licensee threatens or initiates a suit or legal proceeding alleging the infringement of any Intellectual Property Right against the party or its affiliates.

  7. Publication and Dissemination

    1. Articles. You acknowledge that the results of each Open Chem Networks Project are intended to be published jointly by the Participants in the Project by submitting draft manuscripts for preprint publication at appropriate milestones and final manuscripts for peer-reviewed open access journal publication (“Joint Articles”). For this purpose, a hyperlink to an editable draft Joint Article may be posted on the applicable Project page on the Websites. As a Participant, you may contribute as much or as little to a Joint Article as you wish. Copyright and Related Rights therein are openly licensed by the respective Participant authors, including you and SGC as applicable, pursuant to the licenses in Section 4 and 5 above. For clarity, Participants shall also be entitled to publish articles or reference or present results individually, including by referencing or presenting SGC Project IP, for example at conferences or in grant applications, in accordance with the license in Section 5. In all circumstances, authorship shall be determined and credited in accordance with applicable guidelines in the relevant field. The rules in Section 6.1 for attribution of creators of Project IP, acknowledgement of Open Chem Networks, and providing a hyperlink to these Terms shall also be followed.
    2. SGC Chemical Probes Program. You acknowledge and agree that a Collaboration Compound contributed by you that meets the criteria established for a Chemical Probe for a Project’s protein(s) of interest, along with Project IP relating to such Collaboration Compound, may be submitted to SGC’s Chemical Probes Scientific Committee (“CPSC”) or such other committee as SGC may designate. The CPSC will evaluate the submission and make a determination as to whether to declare the Collaboration Compound as a Chemical Probe within the SGC’s Chemical Probes Program. SGC may include or may link to information about a declared Chemical Probe on its website or in any materials promoting its Chemical Probes Program. Such information may include, without limitation, any Project IP relating to structure (including co-crystal structure, where applicable), synthetic pathway(s), physicochemical and other properties, potency, selectivity, cell permeability, and other relevant chemical, biochemical, and biological activities of the Chemical Probe. SGC and third-party vendors may make, have made, use, sell, offer for sale, and/or import the Chemical Probe to make it available as a resource for the scientific community. For clarity, you acknowledge that the foregoing activities and other activities incidental thereto are authorized by the disclaimers, licenses, and other rights granted by you under these Terms.

  8. Material Transfer

    During the course of a Project or otherwise, a Participant may provide Material constituting Project IP to another Participant or User (the providing Participant to be referred to as the “Provider” and the receiving Participant or User to be referred to as the “Recipient”). Each of you and SGC agrees to the following when acting as a Provider or Recipient of such Material hereunder:

    1. Record Sheets. Upon request of the Provider, the Recipient will return a record sheet acknowledging receipt of the Material in such form as the Provider may reasonably request.
    2. Use of Materials. The Provider agrees to provide, and the Recipient agrees to use, the Material in accordance with all of these Terms, including the licenses granted and conditions imposed with respect thereto. In addition, unless the Provider has provided written consent otherwise, the Recipient agrees to ensure that the Material:
      1. is used solely for research purposes;
      2. is used, stored, and disposed of in compliance with all applicable laws, regulations, and governmental guidelines, including but not limited to those governing transportation of dangerous goods, good laboratory practice, disposal of hazardous materials, and ethical treatment of animals;
      3. is used solely in vitro or in laboratory animals (and any animals that receive the Material in the course of research or products derived from these animals, such as eggs or milk, will not be used as food for humans or any other animals);
      4. is not used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects;
      5. shall be no less than the degree of care the Recipient uses with respect to its own material); and
      6. will only be transferred to third parties who are notified of and assent to these Terms.
    3. Notices regarding Material. The Provider will inform the Recipient of (i) any known adverse effects experienced by persons handling the Material, (ii) any known significant risk for humans, including without limitation mutagenicity, teratogenicity, carcinogenicity, flammability, corrosivity, or other hazardous properties of the Material, (iii) any known difficulties in handling the Material. Regardless of any such knowledge of the Provider, the Recipient acknowledges and agrees that Material provided pursuant to these Terms is experimental in nature and may have hazardous properties, some of which may be hidden or unknown. The Recipient and its personnel will handle the Material accordingly and the Recipient will promptly inform the Provider in writing if it becomes aware of any adverse effects, significant risks for humans, or difficulties in handling the Material as described above. The Recipient will also promptly inform the Provider in writing if it becomes aware of a technical complaint or other problem relating to the Material (e.g. contamination, discolouration, improper labeling, adulteration, etc.). Unless otherwise required by applicable laws, the Provider will be solely responsible for notifying competent authorities of such risk or events, if applicable.

  9. Disclaimer of Warranties and Limitation of Liability

    1. No Warranty. No warranties are provided to you with respect to the Open Chem Networks platform, the Websites, or any Project IP, and any use thereof is at your own risk. The Open Chem Networks platform, the Websites, and all Project IP, including any licenses granted to you therein, are provided to you “AS IS”, without warranty of any kind, either express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, title, non-infringement, absence of defects, accuracy, or the presence or absence of errors.
    2. Limitation of Liability. SGC and Participants do not endorse any Project IP for any particular Use, and SGC and such Participants expressly disclaim any and all liability in connection with Project IP that you may access, receive, Use or Share. Without limiting the foregoing, you acknowledge and agree that it is your responsibility to obtain any and all third-party rights that may be necessary for you to use any Project IP other than the rights authorized hereunder, and SGC and Participants expressly disclaim all responsibility for any such unauthorized use. SGC and other Participants further expressly disclaim any and all liability in connection with your participation in and Contributions to Open Chem Networks Projects and your use of the Open Chem Networks platform and Websites. To the fullest extent permitted by law, in no event shall SGC or another Participant, or any of their directors, officers, employees, representatives, or agents, be liable to you for damages, losses, or claims of any kind, including direct, incidental, indirect, special, punitive, or consequential damages arising out of or in connection with your use of the Open Chem Networks platform or the Websites, your participation in and Contributions to an Open Chem Networks Project, or your provision, Use, Sharing (and, in the case of Material, transportation, storage, or disposal) of any Project IP, including without limitation loss of life, physical injury, property damage, loss of data, loss of income or profit, infringement of third party rights, or any other damages, losses, or claims, even if advised of the possibility of such damages, losses, or claims. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SGC, other Participants, or any of their directors, officers, employees, representatives, or agents, with respect to the foregoing. You agree to indemnify and hold harmless SGC, other Participants, and their respective directors, officers, employees, representatives, and agents to the fullest extent permitted by law regarding all matters related to your use of the platform and Websites, your participation and Contributions to Open Chem Networks Project, and your provision, Use, Sharing (and, in the case of Material, transportation, storage, or disposal) of Project IP, including without limitation (i) any third party claims for, or legal actions seeking, damages, (ii) any other claims or legal actions stemming from any failure by you to comply with any applicable laws, regulations, rules, or standards, and (ii) any third-party infringement claims stemming from the provision, Use, or Sharing by you of Project IP.

  10. Other Terms and Conditions

    1. Term, Termination, and Survival. These Terms apply for the term of all Intellectual Property Rights licensed hereunder. However, if you fail to comply with these Terms, your rights hereunder terminate automatically. Your rights may be reinstated only upon express written consent of SGC. Termination of your rights hereunder does not affect any right of SGC or third party to seek remedies for violations of these Terms. Sections 1, 9, and 10 survive termination of these Terms.
    2. Personal Information. You consent, and where applicable agree to cause your relevant employees, consultants, subcontractors, and collaborators to consent, to the collection, processing, and storage by SGC of any personal information submitted or provided by you in connection with a Project, including without limitation via the Websites. You agree to comply with all applicable laws and regulations with respect to your own collection, processing, and storage of any personal information that you access, use, and/or submit in connection with the Open Chem Networks platform and Websites. Without limiting the foregoing, you agree not provide or submit to SGC any information in breach of EU Data Protection Directive 95/46/EC and the General Data Protection Regulation (EU) 2016/679 or of comparable laws and regulations in other jurisdictions.
    3. Power. You represent and warrant that you have full power and authority, and have taken all necessary actions and obtained all authorizations, licenses, consents and approvals, to allow you to enter into these Terms.
    4. Relationship. Nothing in these Terms shall be construed to make one party an agent, employee, partner, joint venturer, or legal representative of the other party for any purpose or to give either party the power or authority to act for, bind, or commit the other party.
    5. Further Assurances. You agree to do and perform all such further acts and things and to execute and deliver such other agreements, certificates, instruments, and documents requested by SGC that are reasonably necessary in order (i) to carry out the intent and accomplish the purposes of these Terms and (ii) to evidence, perfect, or otherwise confirm any rights granted by you hereunder.
    6. Assignment. You may not assign your rights or obligations under these Terms without SGC’s prior written consent. SGC may assign its rights and obligations under these Terms at any time. The provisions of these Terms will be binding upon and inure to the benefit of the parties and their respective successors and assigns permitted hereby.
    7. Third Party Beneficiaries. Other Participants and Users are intended as third-party beneficiaries entitled to rights and benefits under these Terms, including specifically but without limitation Sections 4.2, 4.3, 4.5, 4.6, 5.3, 6.1, 6.2, 8.1, 8.2, 8.3, 9.1, and 9.2, and may enforce the provisions hereof as if they were parties hereto.
    8. Event of Conflict. In the event of any conflict between these Terms and any other terms found on the Websites, including on specific Project pages, these Terms shall prevail.
    9. Entire Agreement. These Terms and the Privacy Policy referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede any prior oral or written agreements or communications between the parties regarding said subject matter. These Terms and the Privacy Policy may only be amended by the SGC in accordance with Section 2.3.
    10. Severability. To the extent possible, if any provision of these Terms is deemed invalid, illegal, or unenforceable, it shall be automatically reformed to the minimum extent necessary to make it valid, legal, and enforceable. If the provision cannot be reformed, it shall be severed from these Terms without affecting the validity, construction, or enforceability of any remaining provision.
    11. Governing Law. Use of the Open Chem Networks platform and Websites and the interpretation, validity, and effect of these Terms shall be governed by and construed in accordance with English law, notwithstanding any conflict of laws provisions or your domicile, residence, or physical location. For the purpose of all legal proceedings, these Terms shall be deemed to have been performed in England and the courts of England shall have exclusive jurisdiction to entertain any action arising under or relating to these Terms. The parties agree to attorn and submit to the exclusive jurisdiction of the courts of England.
    12. Notices. You agree that SGC may give all notices it is required to give you by posting on the Websites or, if it has your email address, by sending notice by email at its discretion. You agree to check for notices on the Websites. Every notice that you are required or permitted to give to SGC shall be in writing and made to chemistry@thesgc.org.