Last Updated: June 5, 2025
These Terms of Service ("Terms") govern your access to and use of the platform made available by Rowan Scientific Corporation ("Rowan"), which allows users to submit, view, analyze, and share molecular models and simulations based on quantum chemistry and machine learning (collectively, the "Service"). Please carefully read these Terms, along with our Privacy Policy, and all other documents referenced in these Terms. Together with these Terms, these documents form a single binding agreement between you and Rowan (the "Agreement").
By accessing or using the Service, or by clicking accept or agree to the Terms when this option is made available to you, you acknowledge that you have read, understood, and agree to be bound by this Agreement. This Agreement may be updated and presented to you from time to time. All changes will be effective as of the "Last Updated" date stated at the top of this page. Continued use of the Services constitutes acceptance of the updated terms. If you do not agree to this Agreement, please stop using or accessing the Service.
NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THIS AGREEMENT, YOU ARE AGREEING TO RESOLVE DISPUTES BETWEEN YOU AND ROWAN THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY.
The Services are offered to users who are at least 18 years old. By using the Services, you represent and warrant that you meet this age requirement. If you do not meet this requirement, you must stop using the Services immediately.
To access the Services, you may be asked to provide certain registration details to create a user account. All personal data that you provide to us to create a user account or through the use of any of the features within the Services is governed by our Privacy Policy. The information that you provide must be accurate, complete, and current.
You agree not to provide any other person with access to the Services using your user account, and take full responsibility for any use of and activity on your user account, whether authorized by you or not. Rowan will not be liable for any losses that you may incur as a result of the activity on your user account. You also agree to immediately notify us of any unauthorized access to or use of your account credentials or any other breach of security.
Rowan grants you a limited, revocable, non-sublicensable, non-transferable, and non-exclusive license to use and access the Service during the Term (as defined below), subject to your compliance with this Agreement. The "Service" includes the Rowan platform and any support services, documentation, and software that Rowan may make available to you. Rowan reserves all rights not expressly granted to you under this Agreement.
The Service is subject to modification and change, including but not limited to the underlying algorithms used and features made available to you. Except as otherwise agreed in a separate written agreement between you and Rowan which incorporate these Terms ("Order"), no guarantees are made with respect to the Service's quality, stability, uptime, or reliability, and we will not be liable if for any reason all or any part of the Service is unavailable at any time for any period.
As part of your use of the Service, you may upload, submit, transmit, post, or display data, files, calculations, text, or other materials or information ("User Content") for analysis, processing, or storage. "User Content" also includes any outputs, results, or materials generated by the Service based on or in connection with the content you submit. You represent and warrant that you have all rights, licenses, and permissions needed to input such User Content into the Service and the legal right and authority to grant Rowan the license and rights as set forth herein. You will not use the Service to transmit or submit any sensitive personal data, such as patient health information, birth dates, social security numbers, or financial information. You are responsible for any and all content you input, create, and share on the Service. Rowan is not responsible for monitoring your use of the Service and does not assume any liability for any issue arising from any User Content, or content created and shared on or using the Service.
Our Service is designed for research, development, and education. Your use of the Service is subject to the rights explicitly granted in this Agreement. You may not use the Service in the following manner or for the following purposes: (i) violate any applicable federal, state, local, national, and international laws or regulations; (ii) reverse engineer, decompile, disassemble, modify, create derivative works of, or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Service; (iii) infringe upon or violate any third party rights, including intellectual property rights or rights of publicity or privacy; (iv) develop or offer competitive products or services or engage in competitive analysis; (v) resell or redistribute the Service or access to the Service; (vi) allow multiple users to use one user account; (vii) use the Service to attempt to or actually deceive or defraud; (viii) introduce any virus, Trojan horse, malware, or other malicious code through the Service; or (ix) attempt to gain unauthorized access to or interfere with any parts of the Service.
We reserve the right to monitor your use of the Service to assess compliance with this Agreement, and reserve the right to suspend or terminate your user account and access to all or part of the Service for any reason, with or without notice.
Rowan owns all right, title, and interest in and to the Service. Any trademarks and service marks, trade dresses, copyright-protected works, rights of publicity, patents, know-how, trade secrets, proprietary ideas, and publicity rights that are reproduced, distributed, displayed, performed, transmitted, otherwise appearing in the Service or any content therein, except for your User Content, are the property of Rowan, its licensors, or other providers of such material. Other than as expressly allowed by us in writing, nothing herein or in the Service may be implied as granting any license, assignment, or right to copy or use Rowan intellectual property without prior authorization.
You retain all right, title, and interest to your User Content, and your data will not be made public or used for any purpose other than as outlined here. By using our Service and providing or generating User Content, you grant Rowan a perpetual, worldwide, irrevocable, non-exclusive, royalty-free license to use, store, reproduce, distribute, modify, prepare derivative works of, perform, and display your molecular data, including 3D structures of molecules and materials and other molecular representations, for the purpose of us solely providing services to you.
Rowan will ask for your permission before using your name, logo, or trademarks in any of our marketing materials, website, press releases, customer lists, or case studies to identify you as a customer of the Service.
If your use of the Service contributes to or results in a scientific, academic, or research publication, you agree to provide appropriate acknowledgement of your use of the Service by citing Rowan in accordance with any citation guidelines that we may provide from time to time.
Fees and applicable charges for access to and use of the Service will be billed on a monthly recurring basis or annual basis, either by automatic charge to your designated payment method or by invoice, as specified at the time of purchase or in an applicable Order. Unless otherwise specified in an Order, all fees are quoted and payable in United States dollars. Fees will be exclusive of taxes, and Rowan will charge taxes as required by applicable law. Unless set forth in the applicable Order, payment is due within thirty (30) days of receipt of the relevant invoice, or at the time of billing for automatically billed accounts. Failure to pay the fees by the payment due date may result in a suspension or termination of the Service, and all outstanding fees will become due and payable immediately without further action or notice. Unless otherwise expressly provided in this Agreement or an Order, all fees paid under the Agreement are non-cancelable and non-refundable.
Rowan may invoice you for your use of the Service through a third-party payment service provider. The third-party service provider's terms of service shall govern and supersede this Agreement in case of conflict only as to the billing and payment terms.
The term of this Agreement will commence on the date you first use the Service, or the applicable effective date of an Order, whichever is earlier, and will continue until terminated as set forth in this Section 5 (the "Term"). If you purchase a subscription to the Service, the subscription term will automatically renew for successive terms at the end of the initial subscription term and, as applicable, at the end of each successive renewal term, unless either you or Rowan requests termination at least thirty (30) days prior to the end of the then-current term.
This Agreement will remain in full force and effect until your use of the Service stops, or is terminated by Rowan. We reserve the right to suspend your access to the Service or terminate this Agreement if (i) we need to prevent a credible risk of harm or liability to Rowan or a third party; or (ii) we are required to do so by law. We will take reasonable steps to provide you with written notice prior to such suspension or termination. You may not cancel or terminate this Agreement without our express written consent. Upon expiration or termination of this Agreement, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the terms and conditions relating to payment, intellectual property rights, disclaimers, indemnifications, limitations of liability, dispute resolution, and the general provisions below.
Rowan warrants that the Service will perform substantially as described in the standard documentation for the Service and will not materially decrease the overall functionality of the Service during the applicable term. Our sole and exclusive obligation and liability for any breach of the foregoing limited warranty will be to use commercially reasonable efforts to repair or replace the Service, in our sole discretion.
EXCEPT AS EXPRESSLY SET FORTH IN THE LIMITED WARRANTY SECTION ABOVE, THE SERVICES ARE PROVIDED "AS-IS" AND "AS-AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. ROWAN DOES NOT MAKE ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, ROWAN DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR CONTENT GENERATED BY THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. ROWAN HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
You agree to defend, indemnify, and hold harmless Rowan as well as our shareholders, directors, officers, employees, agents, advisors, affiliates, assignors, and licensors from and against any and all third party claims, causes of action, demands, liabilities, damages, losses, fines, penalties, costs and expenses, and settlements including without limitation, reasonable attorney's fees, arising from or related to: (i) your unauthorized use of the Service; (ii) your breach of any provision in this Agreement; or (iii) your violation of applicable laws.
IN NO EVENT WILL EITHER YOU OR ROWAN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO THE LOSS OF REVENUE, PROFITS, DATA, USE, OR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, INCURRED OR SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, TORT, BASED ON A WARRANTY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER YOU OR ROWAN'S AGGREGATE LIABILITY RELATED TO THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO ROWAN IN THE TWELVE (12) MONTHS PRIOR TO THE FIRST INCIDENT THAT GAVE RISE TO THE LIABILITY.
In the event a dispute, controversy, or claim arises out of or relating to these terms ("Dispute"), the Dispute will be resolved by binding arbitration rather than in court. Should a Dispute arise, the complaining party shall first attempt in good faith to resolve the Dispute by delivering written notice to the other party describing the facts and circumstances (with relevant documentation) of the Dispute, and allowing the receiving party thirty (30) days since the date of notice delivery to respond.
If the Dispute is not resolved within thirty (30) days after the notice is delivered, the Dispute shall be resolved by arbitration by the American Arbitration Association's International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of these Terms ("Rules"). The parties will mutually select one arbitrator, and the arbitration shall be conducted in Suffolk County, Massachusetts, USA.
EACH PARTY AGREES THAT THEY ARE KNOWINGLY AND IRREVOCABLY WAIVING THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THIS AGREEMENT.
The arbitration award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property. Each party will bear its own lawyer's and expert's fees and expenses, regardless of the arbitrator's final decision regarding the Dispute. Either party may apply to any competent court for injunctive or other equitable relief necessary to protect its rights pending resolution of the arbitration.
This Agreement will be governed by the laws of the State of Massachusetts, USA, excluding its conflicts of law rules. Except as provided in the dispute resolution section above, all claims arising out of or relating to this Agreement will be brought exclusively in the federal or state courts of Suffolk County, Massachusetts.
No waiver by us of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement is deemed to be invalid, void, or otherwise unenforceable by any court or arbitrator of competent jurisdiction, for any reason, that provision will be limited or severed to the extent necessary so that the Agreement will otherwise remain in full force and effect.
You may not assign or transfer this Agreement without our prior written consent. Any attempt by you to assign, transfer, delegate, or sublicense this Agreement, or any part thereof, without such consent will be null and void. We may assign, transfer, delegate, or sublicense this Agreement, or the terms of any licenses and rights discussed herein, at our sole discretion, without restriction. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
You will comply with all applicable trade laws, including sanctions and export control laws. The Service may not be used in or for the benefit of, or exported or re-exported to (a) any countries where export from the US or into the country is prohibited, or illegal without first obtaining the applicable license, or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws.
This Agreement contains the entire agreement between you and Rowan regarding the Service, and supersedes any prior or contemporaneous agreements between you and Rowan.