These terms of use ("Terms of Use") for the online service Digital Hub provided via the website [apps..design] (“[the Digital Hub]”, “the Service(s)”) which is operated and maintained by Merck KGaA, Frankfurter Straße 250, 64293 Darmstadt, Deutschland, tel.: +49 6151 72-0, fax: +49 6151 72-2000, email address: service@group.com ("Merck"; "we"; "us"; "our") apply to the use of Scoalry between Merck and the User ("User"). Please read these terms and conditions carefully. If you do not agree to these terms and conditions, please do not access this website or any pages thereof (hereinafter referred to as the "Site").

The content of this Site is available for informational purposes only. The posting of content and access to this Site does not constitute, either explicitly or implicitly, any provision of services or products by Merck or any of its affiliates.

3.1 Where the User fails to notify changes or comply with these Terms of Use, in particular with its obligations under this section 3, the User can be excluded from the Digital Hub with immediate effect upon reasonable notice. The User’s right to use the Digital Hub ceases with the exclusion.

3.3 Users shall take adequate measures to avert and reduce damages. In particular, Users, must regularly create backup copies of data processed over the Digital Hub. Non-compliance with these obligations is deemed as contributory responsibility.

4.1 The Digital Hub Users may submit Content to Merck, including, without limitation, videos, pictures, feature tags, links, and text (collectivly refered to as „Content“).

4.2 The User shall be solely responsible for any uploaded Content by the User and the consequences of submitting the Content to the Digital Hub. The User affirms, represents, and warrants that the User owns or has the necessary licenses, rights, consents, and permissions to submit the Content in accordance with these Terms of Use; and the User licenses to Merck all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for usage on the Digital Hub pursuant to these Terms of Use.

4.3 The User retains all of the ownership rights in User‘s Content. However, by submitting Content to the Digital Hub, the User hereby grants Merck a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the services of Merck (and its successors' and affiliates') or all of the services (and derivative works thereof) in any media and data formats. The User also hereby grants each User, a non-exclusive license to access his Content through the service of the Digital Hub, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the service and under these Terms of Use The above licenses granted by the User in Content he submits are perpetual and irrevocable.

4.4 The User further agrees that he will not submit to the Digital Hub any Content or other material that is contrary to the obligations under 3.2 of these Terms of Use, or contrary to applicable local, national, and international laws and regulations.

4.5 Merck does not endorse any Content submitted to the Digital Hub by any User or other licensor, or any opinion, recommendation, or advice expressed therein, and Merck expressly disclaims any and all liability in connection with Content. Merckdoes not permit copyright infringing activities and infringement of intellectual property rights on the Digital Hub, and Merck will remove all Content if properly notified that such Content infringes on another's intellectual property rights. Merck reserves the right to remove Content without prior notice.

The entire content of this Site is the property of Merck, its direct or indirect subsidiaries (hereinafter referred to collectively as "Merck Group") or third parties and is protected by applicable copyright law with all rights reserved. All rights in the pages, site content and arrangement are owned by the Merck Group and its licensors. You must not sell, distribute, publish, broadcast, circulate or commercially exploit Site information in any manner without our express written consent. Any downloading or otherwise copying from this Site will not transfer title to any software or material to you. You may not reproduce (in whole or part), transmit (by electronic means or otherwise), modify, display, redeliver, license, link or otherwise use this Site for any public or commercial purpose without our prior permission.

Nothing at this Site shall be construed as granting a license or right to use any image, trademark, service mark or logo, all of which are the property of Merck Group. Merck Group reserves all rights with respect to its proprietary information or material at this Site and will enforce such rights to the full extent of applicable copyright and trademark law.

The information and opinions contained on this Site, including hyperlinks or references to other sites, are provided 'as is' without any warranty of any kind, either expressed or implied, to the fullest extent permissible pursuant to applicable law. Merckdoes not warrant the adequacy, accuracy, reliability or completeness of any information on the Site and expressly disclaims any liability for errors or omissions therein. Merck further assumes no responsibility for, and makes no warranties that, functions contained on this Site will be uninterrupted or error-free, that defects will be corrected, or that this Site or the servers that make it available will be free of viruses or other harmful components.

7.2 The aforesaid limitations of liability shall not apply to any mandatory statutory liability, in particular to liability for the willful misconduct, liability under the German Product Liability Act (Produkthaftungsgesetz), and liability for culpably caused personal injuries. In addition, such limitations of liability shall not apply if and to the extent Merck has assumed a specific guarantee.

7.3 The User is obliged to take reasonable efforts for the prevention and minimization of damages.

Certain hyperlinks or websites referenced on the Site may for your convenience forward you to third parties' websites, which generally are recognised by their top level domain name. Their content has not been investigated or analysed by us, and we do not warrant the adequacy, accuracy, reliability or completeness of any information on hyperlinked or referenced websites and expressly disclaim any liability for any and all of their content. You are responsible for evaluating the adequacy, accuracy or reliability and completeness of any information or other content available on hyperlinked or referenced websites.

A hyperlink to another website is meant for convenience only and does not imply that Merck endorses or approves of the website or any products or services that it describes. Merck reserves the right to terminate any hyperlink or hyperlinking program at any time.

Merck expressively reserves the right to make reasonable changes to the Terms of Use.

10.1 The agreement of use, including these Terms of Use, is the entire agreement of the parties with respect to the subject matter of the agreement of use and supersedes all prior agreements, written or oral, between the parties with respect to the subject matter of this agreement of use.

10.2 Deviating, conflicting or supplementing terms and conditions of the User shall only become part of the agreement if explicitly accepted by us in writing. Our mere knowledge of the User’s terms and conditions does not make them part of the agreement.

10.3 Any amendments and additions to the agreement of use as well as notifications necessary for its execution require text form to be effective. The text form requirement can only be overruled in text form.

The Site is not directed to any person in any jurisdiction where (by reason of that person's nationality, residence or otherwise) the publication or availability of the Site is prohibited. Persons in respect of whom such prohibitions apply must not access the Site.

12.1 German law shall apply under the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

12.2 Provided the User is a merchant, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with this agreement shall be Frankfurt/Main. The same applies if the place of general jurisdiction of the User is not in Germany or the User’s residence or habitual domicile is moved abroad after the agreement is concluded or his residence or habitual domicile is unknown when proceedings are instituted. Arbitration proceedings are excluded.

12.3 If one of the provisions of these Terms of Use or any provision in other agreements should be or become invalid, this shall not affect the validity of all other provisions or agreements.

13.1 Users may use the contact details set out in Section 1 above in case of questions or complaints.

13.2 Beyond that, Merck does not and is not obligated to participate in alternative dispute resolution procedures before an alternative dispute resolution entity for consumers.

In the event that any provision of these terms is held unenforceable, the validity or enforceability of the remaining provisions will not be affected.

Merck is not willing or obliged to participate in dispute resolution proceedings before a dispute resolution body for consumer disputes.