VIRIDISCHEM CHEMICAL ANALYZER

SERVICE EVALUATION AGREEMENT

By registering for this “Limited Access ViridisChem Analyzer Service” you (“Customer”) are entering into this ViridisChem Analyzer Service Evaluation Agreement (“Agreement”) with ViridisChem, Inc., a Delaware company with offices at 398 Avenida Arboles, San Jose, CA 95123, USA (“ViridisChem”). ViridisChem and Customer may be referred to herein collectively as the “Parties”, and each, individually, as a “Party”.

1. Agreement to Terms

   1. The following terms constitute a legally binding agreement made between Customer and ViridisChem, concerning the access to and use of the ViridisChem website and services, (collectively, the “Site”). By accessing the Site, Customer agrees to have read, understood, and agreed to be bound by all the terms herein. IF CUSTOMER DOES NOT AGREE WITH ALL OF THE TERMS HEREIN, THEN CUSTOMER IS EXPRESSLY PROHIBITED FROM USING THE SITE AND MUST DISCONTINUE ITS USE IMMEDIATELY.

   2. The information provided on the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

2. Definitions. The capitalized terms used herein shall have the meanings set forth in Exhibit A hereto.

3. Service Evaluation. During the Evaluation Period specified in Exhibit A, Customer will test and evaluate Services. Customer shall use Services solely for Customer’s personal and internal business use, and acknowledges and agrees that its access to, and use of, the Services under this Agreement is only authorized during the Evaluation Period. Customer may only use Services internally for non-commercial purposes, and may not grant access to, or transfer the use of, Services to any third party.

4. Term. This Agreement will begin on the Effective Date and continue in effect until the end of the Evaluation Period unless earlier terminated in accordance with this Section 3. ViridisChem may immediately terminate this Agreement if Customer materially breaches any provision of this Agreement. Unless otherwise agreed by the Parties, upon the expiration or termination of this Agreement, ViridisChem will discontinue providing Customer with access to, and Customer will discontinue all use of the Services. Sections 6, 8, 9, 10 and 11 will survive termination or expiration of this Agreement.

5. Fees and Payment. Subscription Fees for Service must be paid prior to initiation of Services. All fees shall be paid in U.S. Dollars.

6. Ownership. As between the Parties, ViridisChem owns and shall own all right, title and interest in and to the (a) Services; (b) Underlying ViridisChem Technology; and all Intellectual Property Rights in (a) and (b). As between the Parties, Customer owns all right, title and interest in and to the Customer Materials and all Intellectual Property Rights therein. Except for those rights expressly granted in this Agreement, no other rights are granted, whether expressly, by implication, or otherwise.

7. Evaluation. Customer shall provide timely Feedback to ViridisChem concerning the functionality and performance of Services as reasonably requested by ViridisChem. Customer hereby assigns to ViridisChem all right, title, and interest in and to the Feedback, including any and all associated materials and all Intellectual Property Rights in any of the foregoing.

8. Attribution. Customer shall label each record that is built by recording, copying or scanning the display(s) generated by Service so as to identify the ViridisChem Analyzer Service as the source of such record. If discrete ViridisChem records can be retrieved in combination with discrete records from other sources, attribution to ViridisChem must be at the most granular level possible.

9. Customer Restrictions. Unless ViridisChem agrees otherwise in writing, Customer shall not:

1. register for this “Limited Access ViridisChem Analyzer Service” for more than once within a period of one year

2. cause or permit the reverse engineering, disassembly, or de-compilation of the Underlying ViridisChem Technology;

3. gain or attempt to gain unauthorized access to any portion of the Underlying ViridisChem Technology for use in a manner that would exceed the rights granted in Section ‎2, or facilitate or allow any such unauthorized access for any third party;

4. permit any person other than its employees and contractors to use the Services;

5. produce or download results from the Services in bulk quantity at any time. “Bulk quantity” for the purpose of this Agreement is defined as records of more than 20 substances including chemicals, formulations, material, processes, or anything else that the Service is analyzing;

6. provide third parties with access to the Services including, without limitation, by hosting a link to the Services or sharing access to the Services on a time-sharing basis;

7. use the Services to create, transmit, publish or communicate material which is false, inaccurate, defamatory, offensive, in any way to ViridisChem; that may result in ViridisChem incurring liability to a third party; or that may result in violation of law; or

8. remove or tamper with any copyright or similar proprietary notice, rights management information, acknowledgement, attribution, trade mark, warning or disclaimer attached to, incorporated in results produced by the Services;

10. Confidentiality. Customer shall maintain the confidentiality of user name and password of the subscription account issued by ViridisChem which shall be considered ViridisChem’s Confidential Information. Customer shall maintain the confidentiality of and not disclose to third parties or use for any purpose other than availing itself of the Services: (a) the terms of this Agreement, (b) all information disclosed by ViridisChem to Customer under this Agreement, (c) all Feedback, and (d) all of the Service’s functionality information and performance.

11. Warranty Disclaimer. THE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS FOR LIMITED INTERNAL TESTING AND EVALUATION ONLY. VIRIDISCHEM DOES NOT WARRANT THAT THE SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION. VIRIDISCHEM SPECIFICALLY DISCLAIMS ALL WARRANTIES RELATING TO THE SERVICE, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

12. Limitation of Liability. THE TOTAL LIABILITY OF VIRIDISCHEM ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICE, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO VIRIDISCHEM PURSUANT TO THIS AGREEMENT. IN NO EVENT WILL VIRIDISCHEM HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

13. Miscellaneous. This Agreement will be governed by the laws of the State of California without reference to conflicts of law principles. All disputes arising out of or related to it will be subject to the exclusive jurisdiction of the state courts located in Santa Clara County, California, and the federal courts located in the Northern District of California, and the Parties irrevocably agree and submit to the personal and exclusive jurisdiction and venue of these courts. Customer will not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of ViridisChem. Customer may not assign any rights hereunder without ViridisChem’s prior permission in writing. This is the entire agreement between the Parties relating to the subject matter hereof. No waiver or modification of this Agreement will be valid unless in writing, signed by each Party and specifically references this section of the Agreement.

EXHIBIT A

DEFINITIONS

“Confidential Information” means any and all information disclosed by either Party to the other which is designated as confidential, or which should otherwise be understood to be confidential, including but not limited to Services, the Documentation, financial information, product plans, business plans, trade secrets, technology, or any other proprietary information, whether transmitted orally, in writing, or by any other media.

“Documentation” means any and all materials provided by ViridisChem relating to the Service.

“Evaluation Period” means one (1) month or maximum of 50 queries of chemicals, whichever is the shortest time period, commencing on the service registration date.

“Feedback” means any assessment of Customer’s experiences with the Services, to assist ViridisChem in identifying possible errors and/or bugs, and to suggest improvements, and fixes. Feedback will include, but not limited to completing and sending back to ViridisChem short surveys sent by ViridisChem from time-to-time that will take no longer than 5 minutes of the Customer’s time.

“Intellectual Property Rights” means any right that is or may be granted or recognized under any US or foreign legislation regarding patents, copyrights, neighboring rights, moral rights, trade-marks, trade names, service marks, industrial designs, integrated circuit topography, privacy, publicity, celebrity and personality rights and any other statutory provision or common or civil law principle regarding intellectual and industrial property, whether registered or unregistered, and including rights in any application for any of the foregoing

“Per Seat Subscription” means a subscription purchased by Customer to access and use the Services for a specified subscription period. Only one person may use a Per Seat Subscription at any given time. A Per Seat Subscription may not be shared by more than one individual at any given time.

“Services” means the software-as-a-service offering that ViridisChem provides, currently referred to as the Chemical Analyzer Service. ViridisChem will provide Customer with the comprehensive physical and toxicological properties of chemicals, mixtures and optionally formulations. It will utilize the properties information to show toxicity implications related to environment, health and safety, along with global regulatory information and full Globally Harmonized System (GHS) classification, which is an internationally agreed-upon standard managed by the United Nations.

“Subscription Fees” means, in the context of this Evaluation Period, one (1) seat at $0 per seat for a total of $0.

“Underlying ViridisChem Technology” means those works of authorship, methods, algorithms, processes, data, databases, formulas, designs, techniques, information know-how, show-how, source code, object code, Documentation, algorithms, processes, flow charts, information, developments, inventions and discoveries.