Effective Date / Last Updated: August 16, 2023
WELCOME TO WWW.CHEMDIRECT.COM. THE WEBSITE IS OWNED AND
OPERATED BY, FORTEM INVENIO, INC. DBA CHEMDIRECT (“CHEMDIRECT”). PLEASE READ
THESE TERMS OF USE (THIS "AGREEMENT") CAREFULLY BEFORE USING THIS
WEBSITE, ITS MOBILE APPLICATIONS, ANY ACCOUNT YOU CREATE OR USE ON THIS
WEBSITE, AND ANY RELATED PLATFORM AND SERVICES OFFERED BY CHEMDIRECT
(COLLECTIVELY, THE “SITE ”). THIS AGREEMENT AND ALL TERMS REFERENCED HEREIN SET
FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE CHEMDIRECT SITE, WHETHER YOU ARE A SELLER, BUYER, OR OTHER USER OF THE SITE (EACH, A “USER” AND, COLLECTIVELY, “USERS”).
By using the Site in any manner, including but not limited
to visiting or navigating any part of the Site, buying products from the Site,
or selling or offering for sale products on the Site, all Users agree to be
bound by this Agreement, including those additional terms and conditions and
policies that may be referenced in this Agreement. ChemDirect has the sole
discretion to terminate a User’s use or membership with the Site for any such
User’s non-compliance with this Agreement.
NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER:
THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER,
SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH
CHEMDIRECT. PLEASE READ IT CAREFULLY.
If you have any questions, please refer to the “Contact Us”
section.
1. Read our Privacy Policy
For information about our data practices, please review our
Privacy Policy at www.chemdirect.com/privacy.
By accessing or using the Site, you agree that we can collect,
use and share your information in accordance with ChemDirect's Privacy Policy,
which is incorporated into and a part of this Agreement.
2. ChemDirect is a Venue
ChemDirect provides a venue where manufacturers/suppliers of
chemical products (“Sellers”) can create listings to sell their products, and
where Users who visit or utilize the Site can learn about Sellers’ listings and
make purchases as a buyer of such products (“Buyers”) from the applicable
Sellers. ChemDirect is not directly involved in or otherwise a party to any
transactions that may take place between the Sellers, Buyers, or any other
Users. ChemDirect has no control over the quality, safety, morality or legality
of any aspect of the Sellers’ listings or any claims made by Buyers or other Users
about the products or services that Sellers offer, the truth or accuracy of the
listings created by Sellers, the ability of Buyers to pay for the products, the
ability of Sellers to sell the products, or the ability of the Sellers to
fulfill an order. ChemDirect has no responsibility or liability for any
content, for example, data, text, information, Usernames, graphics, images,
photographs, profiles, audio, video, items, and links posted by any User. You
are permitted to use the Site, solely at your own risk.
ChemDirect does not conduct background checks regarding any
User and our internal verification process for any Buyer or Seller is limited.
ChemDirect is not a broker, agent, insurer, guarantor, or endorser of any User.
ChemDirect makes no representations, warranties or guarantees regarding any
content or information provided from one User to another, including, without
limitation, the identity, age, and nationality of any User. All purchases made
by Buyers from Sellers are made at each Buyer’s own risk, and all sales made by
Sellers to Buyers are made at each Seller’s own risk. You understand that
ChemDirect does not manufacture, store, inspect, deliver, package, or ship any
of the items sold through the Site. We provide the venue; the items in our marketplaces
are produced, listed, and sold directly by independent Sellers, so ChemDirect
cannot and does not make any warranties about their quality, safety, or even
their legality. Any legal claim related to an item you purchase must be brought
directly against the Seller of the item or product. YOU RELEASE CHEMDIRECT FROM
ANY CLAIMS RELATED TO ITEMS SOLD THROUGH THE SITE, INCLUDING FOR DEFECTIVE
PRODUCTS, MISREPRESENTATIONS BY SELLERS, OR PRODUCTS THAT CAUSED PHYSICAL
INJURY (LIKE PRODUCT LIABILITY CLAIMS).
You understand that we do not screen Users of the Site, and
YOU RELEASE US FROM ALL LIABILITY RELATING TO YOUR INTERACTIONS WITH OTHER
USERS. IT IS YOUR RESPONSIBILITY to exercise caution, due diligence, and good
judgment in all interactions with others, especially if you are meeting someone
in person.
Our Services may contain links to third-party websites or
services that we do not own or control (for example, links to Facebook,
Twitter, and LinkedIn). You may also need to use a third party’s product or
service in order to use the Site (like a compatible mobile device or mobile
apps). When you access these third-party services, you do so AT YOUR OWN RISK.
The third parties may require you to accept their own terms of use. ChemDirect
is not a party to those agreements; they are solely between you and the third
party.
In the event that ChemDirect, as a courtesy, assists in
communications between you and another User in relation to any transaction,
such assistance does not and cannot be construed to: (a) limit or prejudice any
of the foregoing, (b) be inconsistent with any of the foregoing, or (c) create
any obligation on the part of ChemDirect.
3. Membership Eligibility
Age: ChemDirect is available only to, and may only be used
by, individuals who are 18 years of age and older, and who can form legally
binding contracts under applicable law. By registering with the Site, you
represent and warrant that you are at least 18 years old and that all
registration information you submit is accurate and truthful. We have the sole
discretion to refuse access to or use of the Site to any person or entity, and
to change the eligibility criteria, in each case, at any time. The foregoing is
void where prohibited by law and the right to access ChemDirect is revoked in
such jurisdictions.
Authority: Only one membership account per User is
permitted. If you are registering as a business entity, you personally
guarantee that you have the authority to bind the entity you are acting on
behalf of to this Agreement. If you would like to register as a Seller or
Buyer, you must be a registered legal entity in good standing, with a valid tax
identification number or employer identification number, and authorized to sell
or purchase (as applicable) any and all products that you so sell or purchase
(as applicable) in all applicable jurisdictions, including the jurisdiction in
your principal place of business. Each Seller and Buyer must have and is solely
responsible for obtaining all permits, licenses or other permissions required
to offer and purchase (as applicable) the goods so sold and purchased through
the Site. ChemDirect assumes no responsibility for any User’s failure to obtain
such permits, licenses or permissions or otherwise comply with applicable laws
and regulations.
Sellers are also solely responsible for complying with all
applicable international, state and federal laws, including those governing the
collection, use and disclosure of User information. Although ChemDirect may
provide platforms for Sellers to serve Buyers, Sellers must provide Users with
all requisite disclosures relative to the collection of personally identifiable
information of Users by Sellers, including, but not limited to, the prominent
display of a privacy policy. To the extent any User communicates with other
Users, such User represents and warrants that it has obtained such User’s
authorization to send any e-mail for such User’s marketing or promotional
purposes. For any email obtained from a User outside of ChemDirect’s platform
and imported into his or her ChemDirect profile for our email marketing
services, such User must first have obtained authorization from the recipient
User to send such recipient User s-mails for marketing or promotional purposes.
Either ChemDirect or a Seller may terminate such Seller’s
account on the Site at any time by delivering 30 days written notice to the
other party, provided that, the Seller shall remain responsible under this
Agreement to fulfill all open orders, including orders that may be placed
within the aforementioned 30- day notice period. All payments owed between
ChemDirect and/or the Seller pursuant to this Agreement (including the Schedule
of Fees Addendum) will be paid by the respective responsible party within 60
days of the effective date of termination. Upon any such termination, each
party will immediately cease use of the other party’s data, images, trademarks
and remove all references to Seller’s account within 30 days of the effective
of termination.
Any Buyer or Seller who experiences any issue with an order
must immediately notify ChemDirect in writing of such issue. ChemDirect may, as
a courtesy, assist in an intermediary capacity (by, for example, facilitating
communications between the Seller, Buyer, or any other third party), but
ChemDirect is under no independent obligation to do so. If ChemDirect does
provide assistance, it does not create any subsequent obligation with respect
to any issue(s). Each Seller and Buyer is solely responsible for addressing,
remedying, and otherwise resolving those issues with the other (Buyer or
Seller, respectively), and with any other applicable third party. EachUser
understands and agrees that ChemDirect is under no obligation to provide a
refund or credit at any time, for any reason, even if another User has violated
this Agreement.
Password: Keep your password secure. You are fully
responsible for all activity, liability and damage resulting from your failure
to maintain password confidentiality. You agree not to provide your Username
and password information in combination to any other party other than
ChemDirect without our express written permission. You must immediately notify
ChemDirect of any unauthorized use of your password or any breach of security.
Account Information. You must keep your account information, including a valid
email address, up-to- date and accurate at all times. To sell or purchase items
on the Site you must provide and maintain valid payment information. All
Sellers must accept payment by electronic funds transfer to such valid bank
account. Accordingly, each Seller must provide valid account information for a
bank account in the United States. If you do not provide ChemDirect with this
information, ChemDirect may refuse you access to the Site until you do so. You
authorize us, and authorized agents, to verify any information you provide (at
registration and on occasion when using the Services) by accessing public
records and obtaining credit reports.
Account Transfer: The access rights granted to you under
this Agreement are non-transferable without our express written permission. You
may not assign or otherwise transfer this Agreement to anyone, including any
parent, subsidiaries, affiliated entities or third parties, without our prior
written consent. Any attempted assignment or other transfer without such
consent is void, and deemed to be a breach of this Agreement. All of our rights
and obligations under this Agreement are freely assignable by ChemDirect. The
terms “assignment” and “transfer” includes (a) any sale or transfer of all or substantially
all of your assets, (b) a merger, consolidation or reorganization, and (c) a
change in ownership.
Right to Refuse Service: We reserve the right, in our sole
discretion, to cancel unconfirmed or inactive accounts. Further, we reserve the
right to refuse service to anyone, for any reason, at any time.
Compliance: You agree to comply with all applicable laws,
including but not limited to, laws regarding online conduct and acceptable
content. In addition, you must abide by our policies as stated in this
Agreement and all other operating rules, policies and procedures that may be
published from time to time on the Site by ChemDirect, each of which is
incorporated herein by reference and each of which may be updated by ChemDirect
from time to time. You agree that your use of the Site will comply with export
and import laws and regulations of any applicable country, and that your use of
the Site will in no event involve any countries, entities, individuals, or
items prohibited by sanctions, embargoes, regulations, or orders administered
by the US Department of Treasury’s Office of Foreign Assets Control (“OFAC”) or
other government agencies.
Products Ownership: Seller may only create listings and
accept orders for products owned by or in the sole control of Seller, and which
Seller is capable of fulfilling on its own. Resales, ‘drop ships’, ‘order
gathering’, or any other similar activity is strictly prohibited, except with
the prior express written consent of ChemDirect at ChemDirect’s sole
discretion.
Confidentiality: As a Seller or Buyer on the Site, you will
be granted access (revocable by ChemDirect at any time) to certain information,
including information relating to other Sellers and Buyers. You agree to keep
all information you obtain from the Site strictly confidential and will not use
the information for any purpose other than to submit and accept orders on the
Site (as applicable) only as expressly permitted by ChemDirect and this
Agreement. Any request to contact a User must be submitted to ChemDirect in
writing.
4. Marketplace, Fees/Taxes and Payments
Services: This Agreement, a User's acceptance of this
Agreement, and a User's registration for an account on the Site to be a Seller
shall not be considered an offer by ChemDirect to such User. A User's
registration for an account on the Site is an offer by that User to become a
Seller of products on the Site, subject to ChemDirect's acceptance. After a
User registers for an account on the Site to be a Seller, ChemDirect will
review that User's qualifications for selling on the Site and will either
approve or deny that User's request to become a Seller on the Site, in
ChemDirect's sole discretion. Sellers who properly register through the Site
and are approved by ChemDirect will be able to display and sell their products
on the Site, which aggregates and exhibits products through Sellers’ listings.
If ChemDirect rejects a User's request to become a Seller on the Site, such
User will be prohibited from selling on the Site, without liability to ChemDirect.
Fees and Payments: Any amounts to be remitted to Seller for
each transaction on the Site will be subject to the fees as set forth in the
Schedule of Fees Addendum, which is incorporated into and made a part of this
Agreement. ChemDirect reserves the right to change some or all of ChemDirect's
fees or features of the Site at any time.
Unless otherwise stated, all fees are quoted in US Dollars
(USD). We keep accepted payment information on file. We are not responsible in
any way for any fraudulent payment or credit information provided by any third
parties.
Settled transactions will be remitted to a Seller via direct
deposit to the payment information on file with ChemDirect, within 3 business
days after the later of (a) confirmed acceptance of delivery by the applicable
Buyer, and (b) ChemDirect’s receipt of payment from the Buyer. Notwithstanding
the foregoing, ChemDirect reserves the right to withhold, reverse or otherwise
refuse payments to Sellers for any unfulfilled or returned Buyer transactions,
including, without limitation, refunds due to non- delivery by Seller, Buyer
rejections for quality issues, non-payment due to Buyer fraud, chargeback or
contested charges. At ChemDirect's reasonable request, Seller shall promptly
refund to ChemDiect all fees paid for a product (including without limitation a
custom blended product) that does not meet the specifications set forth in the
applicable posting, including all related taxes, shipping costs and other
related expenses(and regardless of whether such product was returned to
Seller). In the event ChemDirect receives a refund per the previous sentence,
ChemDirect shall determine the appropriate amounts to be refunded by ChemDirect
to the applicable Buyer (if any), in its reasonable discretion. ChemDirect may
choose to charge any such fees to you and automatically deduct or offset from
any payments to you for fees owed by you to ChemDirect. Provided you have
sufficient funds in your payment account no further payment action is required.
If your payment account does not contain sufficient funds you are responsible
for paying any such fees owed in full within 15 days of the date of your
monthly statement, or the account will be considered past due. If you make a
sale while you have an outstanding balance the net sale amount will be applied
to your outstanding balance.
Taxes: Depending on your business status and location,
ChemDirect may be required to charge any applicable taxes, duties, or levies
(including, VAT, GST, etc.) and remit it to the relevant tax authority. If
ChemDirect is required under tax laws or regulations to report sales-related
information you agree to provide such information to ChemDirect. If required in
the applicable jurisdictions, ChemDirect reserves the right to collect any
taxes from the Buyer or Seller and pay such taxes to the relevant tax
authority.
As a user of ChemDirect also agree to the Terms & Conditions of Balance Payments, Inc. (Balance), ChemDirect's payment processing partner. https://www.getbalance.com/legal/end-user-terms
Custom Products: If
Seller agrees to sell to a Buyer a custom blended product, Seller represents
and warrants to the Buyer that the custom blended product will conform with the
posted listing specifications for such custom blended product (e.g., the percentage
of each chemical in the final product), in addition to all other commitments,
representations and warranties described elsewhere in this Agreement for
products. Buyer understands and agrees that its purchase of custom blended
products are at its sole risk. Buyer
understands and agrees that, so long as a custom blended product conforms to
the posted specifications, Buyer is not entitled to any recourse, remedy or
refund from either the Seller or ChemDirect,
including if the odor, color, viscosity or like feature does not meet
Buyer's expectations.
5. Listings
By listing a product on ChemDirect, Sellers warrant that all
aspects of the product comply with all laws and provisions of this Agreement.
Sellers must prepare and ship/deliver all goods strictly according to the
specifications of the listing and order and the Shipping Addendum. By posting images and information on the
Site, Sellers are each representing and warranting that (a) the products,
including but not limited to custom blended products, sold will be in
conformity with such posted information as well as all applicable laws and
industry standards, and (b) the posted images and information themselves do not
infringe on anyone else’s copyright or intellectual property rights.
Sellers also warrant that they may legally sell the product.
Sellers must accurately describe the product and all terms of sale in its
listing on the Site. Seller’s listings may only include text descriptions,
graphics, pictures and other content applicable to the sale of that product.
All products must be listed in an appropriate category with appropriate tags.
Each listing must accurately and completely describe the item/items for sale in
that listing. Each unique product must have its own listing. The price stated
in each listing must be an accurate representation of the sale. Seller may not
misrepresent the product’s location, or use another User's account without
permission.
Promotional Codes: Promotional codes, if any, are limited in
nature and may expire or be discontinued with or without notice. Promotional
codes are void where prohibited by law. Promotional codes may not be copied,
sold, or otherwise transferred. They are not redeemable for cash and are
subject to cancellation or change at any time for any reason without notice.
ChemDirect reserves the right in our discretion to impose conditions on the
offering of any promotional code.
6. Binding Sale
Each User represents and warrants that you have the right to
use any credit card or other means of payment that you provide to us. All
billing information you provide to us must be truthful and accurate. Providing
any untruthful or inaccurate information is a breach of this Agreement and may
result in cancellation of your order or termination of your membership or other
use of the Site. If determined to be necessary by ChemDirect, ChemDirect may
also: (a) request additional information from you prior to accepting an order,
(b) verify information prior to processing any order or purchase, or (c) refuse
or cancel an order for any reason including limitations on quantities available
for purchase, inaccuracies, or errors in product or pricing information, or
problems identified by us related to credit or fraud. ChemDirect may also
request a pre-authorization for some orders placed online with a credit or
debit card in the event ChemDirect determines it necessary to confirm the card
details are still valid and that you have sufficient funds to complete the
transaction. Such pre-authorized amount should not be billed to you but may be
subject to your card issuer holding this amount for a short period. Your card
issuer determines the length of time the pre-authorization is held. ChemDirect
reserves the right, including without prior notice, to limit the quantity of
items purchased per person, per household, or per order for any reason.
ChemDirect will attempt to notify you should such limits be applied. ChemDirect
also reserves the right, at our sole discretion, to prohibit sales to dealers
or resellers.
Once an order is placed by a Buyer and the Seller accepts
such order, each such Buyer and Seller will be deemed to have entered into a
binding sale and purchase agreement with each other. The payment information
provided by Buyer will be processed to remit payment in the amount of the
order. All such sales are binding. The Seller is obligated to deliver the order
in accordance with the shipping and delivery terms set forth in the listing and
the Shipping Addendum. Each Buyer who places an order with respect to any
Seller’s listing, thereby agrees to accept and pay for the products, as well as
all applicable shipping and handling charges and taxes.
If a product is (i) of poor quality, (ii) of incorrect
quantity, or (iii) not as described in Seller’s listing, Buyer must notify
ChemDirect within 5 business days of delivery, or within 14 calendar days for
custom blended products. After this 5-day or 14-day window has elapsed,
respectively, ChemDirect cannot facilitate any refunds or adjustments for your
order. Buyer must be able to demonstrate that the product is significantly
different from the listing description. No refunds will be available for any
cancellation of an order by Buyer after the date of shipment set forth on the
applicable listing (unless one of the conditions in the preceding clauses (i)
through (iii) are notified and demonstrated).
Sellers are solely responsible for all orders, whether such
orders are lost, unprocessed, mishandled or otherwise. While ChemDirect may
elect to, at its sole discretion, assist a Seller by facilitating Seller’s
communications with shipping service providers regarding any such issues,
ChemDirect is not obligated to do so, does not assume any liability by virtue
thereof, and Sellers hereby release ChemDirect from any liability or claims
with respect to any such issues that ChemDirect elects to assist or facilitate.
Sellers remain solely responsible even if such failure to fulfill the order is
a result of not checking notifications sent to the Seller via ChemDirect.
Sellers are also solely responsible for informing ChemDirect of any lost,
unprocessed or mishandled orders, and for all other Buyer relationship matters
relating to orders processed through the Site. We are not responsible in any
way whatsoever for the foregoing matters. Notwithstanding the foregoing,
ChemDirect reserves the right to suspend or terminate any process on the Site
(whether before or after placement or acceptance of any orders by a User), with
no obligation or liability to any User. ChemDirect will endeavor to contact the
affected User(s) to notify of any such termination or suspension.
7. Shipping and Delivery
The price and estimated delivery time, and any other
relevant information regarding the shipping/delivery, of products sold and
purchased on the Site will be as set forth in the corresponding listing, and
each Buyer and Seller acknowledges and agrees that they will be bound by such
terms and conditions.
Each Seller and Buyer acknowledges and agrees that,
notwithstanding anything in this Agreement to the contrary, regardless of the
specific delivery or shipping method used to transport, deliver, or ship
Seller’s product to a Buyer, all title, ownership, and risk of loss shall lie
with the Seller (and not ChemDirect). Sellers are responsible under, and must
comply with, all terms and conditions of the shipping service or logistics
provider, as well as the Shipping Addendum. Some products may be available for
pick up at physical Seller locations. Some products may have restricted
delivery within the United States and to certain international destinations.
Estimated delivery times are based on the method of shipping chosen when
products are purchased and the destination of the products, but they are not
guarantees.
If a Buyer or Seller experiences issues or disputes
regarding the shipment/delivery, such Buyer or Seller must notify ChemDirect of
such issue in writing to ChemDirect, upon receipt of which, ChemDirect may
elect to facilitate communications between the involved parties and assist
Users in resolving such issues, however, ChemDirect does so in its sole and
exclusive discretion and, accordingly, each User acknowledges and agrees that
ChemDirect undertakes no obligation to resolve issues or disputes between Users
or outside parties. ChemDirect reserves the right, but not the obligation, to
issue a refund, reverse a sale or require the Seller and/or Buyer to pay for
the products in question. It is also the Seller’s responsibility to timely
submit and file all claims (whether written or oral) with the shipping service
provider with respect to any damages, lost shipments, or other issues covered
by the shipping service provider’s claim policy.
Additional requirements that apply with regard to shipping
and delivery procedures are set forth in the Shipping Addendum found here, which
is incorporated into and made part of this Agreement.
All shipping documentation for any products sold on the Site
shall expressly indicate the Seller as “the shipper” and as the otherwise
responsible party (except to the extent any such responsibility is assumed by
the Buyer). Seller shall comply with (and ensure that its products are in
compliance with) all requirements of the shipping service provider, such
Seller’s listing on the Site, as well as applicable laws at all times during
the shipping process, including but not limited to, Seller specifying Seller’s
accurate and complete telephone number as the emergency response information as
required under 49 CFR Section 172.604. NOTWITHSTANDING ANYTHING TO THE
CONTRARY, BOTH BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT ALL TRANSPORTATION,
SHIPPING, OR DELIVERY OF GOODS OR LOGISTICS ARE PROVIDED BY A THIRD PARTY
PROVIDER AND THAT, AS SUCH, CHEMDIRECT HAS NO RESPONSIBILITY OR LIABILITY
RELATED TO ANY TRANSPORTATION, SHIPPING, OR DELIVERY OF GOODS OR LOGISTICS,
INCLUDING BUT NOT LIMITED TO, ANY CLAIMS BY A USER OR ANY OTHER THIRD PARTY IN
CONNECTION WITH ANY SUCH TRANSPORTATION, SHIPPING, OR DELIVERY OF GOODS OR
LOGISTICS.
8. Prohibited, Questionable and Infringing Items and
Activities by All Users
Each User is solely responsible for his/her/its conduct and
activities on and regarding to the Site and any and all data, text,
information, Usernames, graphics, images, photographs, profiles, audio, video,
items, and links (together, "Content") that the User submits, posts,
and displays on the Site. Furthermore, Sellers may not list any item on the
Site (or consummate any transaction that was initiated using the Site) that, by
paying to ChemDirect the final value fee, could cause ChemDirect to violate any
applicable law, statute, ordinance or regulation, or that violates this
Agreement.
Restricted Activities: Your Content and your use of the Site
shall not:
(i) Be false, inaccurate or misleading
(ii) Be fraudulent or involve the sale of illegal, illicit,
counterfeit or stolen items.
(iii) Infringe upon any third-party's copyright, patent,
trademark, trade secret or other proprietary or intellectual property rights or
rights of publicity or privacy.
(iv) Violate this Agreement, any site policy, or any
applicable law, statute, ordinance or regulation (including, but not limited
to, those governing export control, consumer protection, unfair competition,
anti-discrimination or false advertising).
(v) Be defamatory, discriminatory, trade libelous,
unlawfully threatening, unlawfully harassing, impersonate or intimidate any
person (including our staff or other Users), or falsely state or otherwise
misrepresent your affiliation with any person through, for example, the use of
similar email address, nicknames, or creation of false account(s) or any other
method or device.
(vi) Be obscene or contain child pornography.
(vii) Contain or transmit any code of a destructive nature
that may damage, detrimentally interfere with, surreptitiously intercept or
expropriate any system, data or personal information.
(viii) Host images not part of a listing.
(ix) Modify, adapt or hack the Site or modify another
website so as to falsely imply that it is associated with ChemDirect.
(x) Appear to create liability for ChemDirect or cause
ChemDirect to lose (in whole or in part) the services of ChemDirect's ISPs or
other suppliers.
(xi) Link directly or indirectly, reference or contain
descriptions of goods or services that are prohibited under this Agreement,
other agreements hyperlinked herein, or other policy documents as posted on the
Site.
(xii) Reproduce, duplicate, copy, sell, trade or resell any
of the services within the Site for any purpose.
(xiii) Engage in activity that interferes with or disrupt
the Site (or the servers and networks which are connected to the Site).
Notwithstanding anything to the contrary herein, we reserve
the right (but shall have no obligation) to pre-screen, review, flag, filter,
modify, refuse or remove any or all Content from the Site.
9. Content, Material & Licenses
We own all legal right, title and interest in and to the
Site, including any intellectual property rights which subsist in the Site,
whether those rights happen to be registered or not, and wherever those rights
may exist. ChemDirect, and other ChemDirect graphics, logos, designs, page
headers, button icons, scripts, and service names are registered trademarks,
trademarks or trade dress of ChemDirect, Inc. in the U.S. and/or other
countries. No User has any right to use any of ChemDirect’s trade names,
trademarks, service marks, logos, domain names and other distinctive brand
features, and trade dress, including as part of trademarks and/or as part of
domain names or email addresses, in connection with any product or service in
any manner.
Each User releases to ChemDirect all rights to exhibit any
image created or otherwise generated by User and thereafter made available by
such User to ChemDirect (whether by posting on the Site or otherwise)
(collectively, “ChemDirect Generated Content”) in any and all media, now or
hereafter known, publicly or privately, even if it includes or otherwise encompasses
any work that User may claim copyright upon. Users further acknowledge and
agree that they have no right, title, or interest in or to any of the
ChemDirect Generated Content and hereby release and hold harmless ChemDirect
and its successors and assigns from any damages or liability relating to or
arising from any use of or modification or alteration to any of the ChemDirect
Generated Content; and hereby waive any claims they may have based on any use
of the ChemDirect Generated Content or works derived therefrom. Each User
further acknowledges and understands that, in the event such User’s account
with ChemDirect is terminated (for any reason and whether by ChemDirect or such
User), User shall have no right to use any ChemDirect Generated Content, absent
the express, written content of ChemDirect, and must promptly remove any
ChemDirect Generated Content from any materials their publish or distribution
in any forum (online or otherwise.)
ChemDirect does not claim ownership rights in User content
which is content generated solely by its Users and expressly defined as not
including ChemDirect Generated Content (hereafter, “User Content”). However, by
submitting User Content to the Site, Users grant ChemDirect (and its affiliated
third party websites and their operators) a license to fully enable ChemDirect
(and affiliates) to use any information or User Content you supply ChemDirect
with, so that ChemDirect is not violating any rights you might have in that
Content. By submitting User Content to the Site, Users further grant ChemDirect
and its affiliates a non-exclusive, worldwide, perpetual, irrevocable,
royalty-free, sublicensable (through multiple tiers) right to exercise the
copyright, publicity, and database rights (but no other rights) the User has in
the User Content, in any media now known or not currently known, with respect
to the User Content. Users agree to allow ChemDirect and its affiliates to
store or re-format their User Content on or through the Site and display your
User Content on or through the Site in any way as we choose (including for
advertising, marketing or other promotional purposes relative to ChemDirect).
ChemDirect’s use of personal information submitted by Users shall be governed
by and in accordance with ChemDirect's Privacy Policy.
Until 60 days after an effective termination of Seller’s
account pursuant to this Agreement, Sellers explicitly grant to ChemDirect (and
its affiliated third party websites and their operators) a worldwide,
royalty-free, and non-exclusive license to reproduce, adapt, modify, translate,
publish, publicly perform, publicly display and distribute any User Content,
Sellers submit, post or display on or through the Site (including affiliated
third party websites). Sellers are solely responsible to ensure the User
Content posted is of their own images, copyright and intellectual property or
that the Sellers have the express written consent to use such User Content.
Sellers hereby further grant to ChemDirect the right to promote the services
provided to Sellers in ChemDirect press kits, press releases, and any other
promotional materials related to ChemDirect. Sellers acknowledge ChemDirect as
the creator and provider of the Site. Unless provided otherwise in a separate
written agreement between the Seller and ChemDirect, Sellers acknowledge and
agree that each of them are solely responsible for protecting and enforcing any
rights the Seller may have to any User Content that submitted, posted,
transmitted or displayed on, or through, the Site and that ChemDirect has no
obligation to protect or enforce those rights on the Seller’s behalf.
Users confirm and warrant to ChemDirect that they have all
the rights, power and authority necessary to grant the above licenses to User
Content. As part of a transaction, Sellers may obtain personal information,
including email address and shipping information, from another User. Without
obtaining prior permission from the other User, this personal information shall
only be used for that transaction or for ChemDirect related communications.
ChemDirect does not grant any Users a license to use any personal information
of any other User for unsolicited commercial messages. Without limiting the
foregoing and without express consent from the User, Users are not licensed to
add any ChemDirect User to any email or physical mail list. By posting User
Content on ChemDirect, you acknowledge that it is possible for an outside
website or a third party to re-post that User Content. Users agree to indemnify
and hold ChemDirect harmless for any dispute, claims or causes that may arise
from any such re-posting.
We consider any unsolicited suggestions, ideas, proposals or
other material submitted to ChemDirect by Users (other than the User Content
and the tangible items sold on ChemDirect by Users) (collectively, the
"Material") to be non-confidential and non-proprietary, and
ChemDirect is not liable for the disclosure or use of such Material. If, at
ChemDirect’s request, any member sends Material to improve the Site (regardless
of method), ChemDirect will also consider that Material to be non-confidential
and non-proprietary and ChemDirect will not be liable for use or disclosure of
the Material. Any communication by Users to ChemDirect is subject to this
Agreement. Users hereby grant and agree to grant to ChemDirect, under all of
such User’s rights in the Material, a worldwide, non-exclusive, perpetual,
irrevocable, royalty-free, fully-paid, sublicensable and transferable right and
license to incorporate, use, publish and exploit such Material for any purpose
whatsoever, commercial or otherwise, including but not limited to incorporating
it in the API, documentation, or any product or service, without notice,
compensation or accounting to the User and without further recourse by the
User.
10. Information Control
ChemDirect has limited control of the User Content provided
by Users and that is made available on the Site. You may find some User Content
to be offensive, harmful, inaccurate, or deceptive. There are also risks of
dealing with underage persons or people acting under false pretense.
Additionally, there may also be risks of dealing with
international trade and foreign nationals. By using the Site, Users agree to
accept such risks and that ChemDirect and its officers, directors, agents, subsidiaries,
joint ventures, employees, suppliers, licensors and representatives
(collectively, ChemDirect’s “Affiliates”), are not responsible for any and all
acts or omissions of Users on the Site. Please use caution, common sense, and
practice safe buying and selling when using the Site.
Other Resources: ChemDirect is not responsible for the
availability of outside websites or resources linked to or referenced on the
Site. We do not endorse and are not responsible or liable for any content,
advertising, products, or other materials on or available from such websites or
resources. Users agree that we shall not be responsible or liable, directly or
indirectly, for any damage or loss caused or alleged to be caused by or in
connection with the use of or reliance on any such content, goods or services
available on or through any such websites or resources.
ChemDirect does not guarantee continuous, uninterrupted
access to the Site. Although ChemDirect attempts to maintain the integrity and
accuracy of the information on the Site, we make no guarantees as to its
correctness, completeness, or accuracy. The Site may contain typographical
errors, inaccuracies, or other errors or omissions. Also, unauthorized
additions, deletions, or alterations could be made to the Site by other Users
or third parties without ChemDirect’s knowledge. If you believe that
information found on the Site is inaccurate or unauthorized, please inform
ChemDirect in writing as indicated in Section 18 of this Agreement.
11. Resolution of Disputes and Release
This Agreement shall in all respects be interpreted and
construed with and by the laws of the State of Delaware, without regard to its
conflict of law provisions.
In the event a dispute arises between a User and ChemDirect,
the User shall provide written notice to ChemDirect to assess the possibility
of informal resolution. Absent such informal resolution, any dispute arising
from or relating to the subject matter of this Agreement or a User’s use of the
Site or relationship with ChemDirect shall be finally settled by binding
arbitration in Los Angeles, California, using the English language in
accordance with the Arbitration Rules and Procedures of Judicial Arbitration
and Mediation Services, LLC. ("JAMS") then in effect, by one commercial
arbitrator with substantial experience in resolving intellectual property and
commercial contract disputes, who shall be selected from the appropriate list
of JAMS arbitrators in accordance with the Comprehensive Arbitration Rules and
Procedures of JAMS.
The prevailing party in any arbitration or other proceeding
arising under this Agreement shall be entitled to receive reimbursement of its
reasonable expenses (including reasonable attorneys' fees, expert witness fees
and all other expenses) incurred in connection therewith. Judgment upon the
award so rendered may be entered in a court having jurisdiction or application
may be made to such court for judicial acceptance of any award and an order of
enforcement, as the case may be. Notwithstanding the foregoing, each party
shall have the right to institute an action in a court of proper jurisdiction
only for injunctive or other equitable relief pending a final decision by the
arbitrator. For all purposes of this Agreement, the parties consent to
exclusive jurisdiction and venue in the federal or state courts located in the
State of Delaware. Use of the Site is not authorized in any jurisdiction that
does not give effect to all provisions of this Agreement, unless expressly
noted otherwise herein, including without limitation, this section.
Any arbitration under this Agreement will take place on an
individual basis — class arbitrations and class actions are not permitted. You
understand that by agreeing to this Agreement, you and ChemDirect are each
waiving the right to trial by jury or to participate in a class action or class
arbitration. Class arbitrations, class actions, private attorney general
actions, consolidation of your dispute with other arbitrations, or any other
proceeding in which either party acts or proposes to act in a representative
capacity or as a private attorney general are not permitted and are waived by
you, and an arbitrator will have no jurisdiction to hear such claims. If a
court or arbitrator finds that the class action waiver in this section is
unenforceable as to all or some parts of a dispute, then the class action
waiver will not apply to those parts. Instead, those parts will be severed and
proceed in a court of law, with the remaining parts proceeding in arbitration.
If any other provision of this dispute resolution section is found to be
illegal or unenforceable, that provision will be severed with the remainder of
this section remaining in full force and effect.
Should a dispute arise between you and any other User or
Users of the Site, or an outside party, you release ChemDirect and its
Affiliates from any and all claims, demands and damages (actual and
consequential) of every kind and nature, known and unknown, suspected and
unsuspected, disclosed and undisclosed, arising out of or in any way connected
with such disputes. ChemDirect encourages Users to report User-to-User disputes
to your local law enforcement, postmaster general, or a certified mediation or
arbitration entity, as applicable and appropriate.
ChemDirect, for the benefit of Users, may elect to assist
Users resolve disputes, however, ChemDirect does so in its sole and exclusive
discretion, and ChemDirect undertakes no formal obligation to resolve disputes
between Users or between Users and outside parties. To the extent that
ChemDirect attempts to resolve such disputes: (a) ChemDirect does so in good
faith and based solely on its policies. ChemDirect will not make judgments
regarding legal issues or claims, and (b) each affected User shall promptly
respond (in any event within 3 calendar days) to all requests from ChemDirect
as well as cooperate with ChemDirect with respect to any such dispute. In the
event the dispute remains unresolved, ChemDirect will have the right, but not
obligation, to step in and determine how the dispute should be resolved,
including, without limitation, issuing a refund, reversing a sale or requiring
the purchasing Seller to pay for the items in question.
In the event that a Buyer submits a chargeback, ChemDirect
will respond to the credit card networks on behalf of the Seller involved in
the transaction; the Seller agrees to provide any requested information to
within 3 calendar days of the request. ChemDirect reserves the right to recoup
funds associated with Buyer chargebacks. Refunds or adjustments paid by
ChemDirect to Buyers for payments made through the Site paid by ChemDirect to
cover refunds will be immediately due and payable by Seller to ChemDirect,
which ChemDirect in its sole discretion may obtain by way of offset, deduction,
or by way of charge to the Seller’s credit card or bank account on file with
ChemDirect.
12. Access and Interference
The Site may contain robot exclusion headers which contain
internal rules for software usage. Much of the information on the Site is
updated on a real-time basis and is proprietary or is licensed to ChemDirect by
the Site’s Users or third-parties. You agree that you will not use any robot,
spider, scraper or other automated means to access the Site for any purpose
whatsoever, except to the extent expressly permitted by and in compliance with
this Agreement or otherwise without our prior express written permission.
Additionally, you agree that you will not:
(i) Take any action that imposes, or may impose, in our sole
discretion, an unreasonable or disproportionately large load on ChemDirect’s
infrastructure.
(ii) Copy, reproduce, modify, create derivative works from,
distribute or publicly display any User Content (except for your Content) or
other allowed uses as set out in this Agreement from the Site except to the
extent expressly permitted by and in compliance with this Agreement or
otherwise without the prior express written permission of ChemDirect and the
appropriate third party, as applicable.
(iii) Interfere or attempt to interfere with the proper working
of the Site or any activities conducted thereon.
(iv) Bypass the Site’s robot exclusion headers or other
measures we may use to prevent or restrict access to the Site.
13. Breach
Without limiting any other remedies, ChemDirect may, without
notice, and without refunding any fees, delay or immediately remove Content,
warn ChemDirect's community of a User's actions, issue a warning to a User,
temporarily suspend a User, temporarily or indefinitely suspend a User's
account privileges, terminate a User's account, prohibit access to ChemDirect,
and take technical and legal steps to keep a User off ChemDirect and refuse to
provide services to a User if, not intended to be an exclusive list, any of the
following apply:
(i) We suspect (by information, investigation, conviction,
settlement, insurance or escrow investigation, or otherwise) a User has
breached this Agreement, the Privacy Policy or other policy documents and
community guidelines incorporated herein.
(ii) We are unable to verify or authenticate any of the
User’s personal information or Content.
(iii) We believe that a User is acting inconsistently with
the letter or spirit of ChemDirect's policies, has engaged in improper or
fraudulent activity in connection with the Site or the actions may cause legal
liability or financial loss to ChemDirect's Users or to ChemDirect itself.
14. Privacy
Any personal information you submit to the Site or
ChemDirect is governed by ChemDirect's Privacy Policy. This Privacy Policy
encompasses any and all information you may provide to the Site or ChemDirect
either for purposes of becoming a Member of the Site, submitting feedback about
the Site or any content or other Users of the Site, or to receive further
information, updates and promotions about or related to the Site or ChemDirect.
Except as disclosed in ChemDirect's Privacy Policy, we will not sell or
disclose your personal information (as defined in the Privacy Policy) to third
parties without your explicit consent.
15. No Warranty
CHEMDIRECT AND ITS AFFILIATES PROVIDE THE SITE "AS
IS" and “AS AVAILABLE”, AND WITHOUT ANY WARRANTY, WHETHER EXPRESS, IMPLIED
OR STATUTORY. CHEMDIRECT HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR
CONDITIONS OF ANY KIND, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY
OTHER WARRANTIES, WHETHER IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF
DEALING, OR USAGE OF TRADE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF
THE SITE AND ANY TRANSACTIONS (WHETHER SALE OR PURCHASE) IS AT YOUR SOLE RISK
AND THAT CHEMDIRECT AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT TO YOU THAT:
(i) YOUR USE OF THE SITE WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE SITE
WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, VIRUSES, OR OTHER
HARMFUL MATERIALS; (iii) ANY INFORMATION, PRODUCTS, OR SERVICES OBTAINED BY YOU
AS A RESULT OF YOUR USE OF THE SITE WILL BE ACCURATE OR RELIABLE; AND (iv) THAT
DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE, PRODUCT, OR SERVICES
PROVIDED TO YOU AS WILL BE CORRECTED. IN ADDITION, NO ADVICE OR INFORMATION
(ORAL OR WRITTEN) OBTAINED BY YOU FROM CHEMDIRECT OR ITS AFFILIATES SHALL
CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES DO NOT
ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT
APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO
STATE.
16. Liability Limitation
CHEMDIRECT AND ITS AFFILIATES SHALL NOT BE LIABLE TO YOU
FOR: (i) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR
EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY
THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT OR
REVENUES (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR
BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; AND (ii) ANY LOSS OR
DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING, BUT NOT LIMITED TO, LOSS OR
DAMAGE AS A RESULT OF (a) ANY CHANGES WHICH WE MAY MAKE TO THE SITE, OR FOR ANY
PERMANENT OR TEMPORARY CESSATION IN PROVIDING THE SITE (OR ANY SERVICES OFFERED
THROUGH OR FEATURES WITHIN THE SITE), (b) THE DELETION OF, CORRUPTION OF, OR
FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR
TRANSMITTED BY OR THROUGH YOUR USE OF THE SITE, (c) YOUR FAILURE TO PROVIDE
CHEMDIRECT WITH ACCURATE ACCOUNT INFORMATION, (d) YOUR FAILURE TO KEEP YOUR
PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (e) YOUR USE OR MISUSE OF
THE SITE, (f) ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, AND/OR (g)
HYPERLINKS TO WEB SITES OR CONTENT OR RESOURCES PROVIDED BY COMPANIES OR
PERSONS OTHER THAN CHEMDIRECT. THESE FOREGOING LIMITATIONS ON OUR LIABILITY
SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF
THE POSSIBILITY OF ANY SUCH LOSSES ARISING. IN NO EVENT SHALL CHEMDIRECT’S
AGGREGATE LIABILITY FOR ANY DAMAGES EXCEED THE GREATER OF ONE HUNDRED UNITED
STATES DOLLARS ($100) OR THE AMOUNT YOU PAID CHEMDIRECT IN THE PAST TWELVE (12)
MONTHS.
While ChemDirect, by virtue of this Agreement, has made
every effort to require that each User complies with all laws applicable to it,
YOU ACKNOWLEDGE, AGREE, AND AFFIRM AGAIN (AND WITHOUT LIMITING THE GENERALITY
OF SECTION 2 OF THIS AGREEMENT) THAT YOU RELEASE CHEMDIRECT FROM ANY AND ALL
LIABILITY, RESPONSIBILITY, OR INVOLVEMENT IN ANY DISPUTES RELATED TO THE
PRODUCTS (WHETHER DIRECT OR RELATED TO THIRD PARTY CLAIMS) THAT ARE SOLD AND/OR
PURCHASED ON THE SITE, AND THAT YOUR SOLE CLAIM, RIGHT, RECOVERY, OR REMEDY SHALL
BE AGAINST AND LIE WITH THE BUYER (IN THE EVENT YOU ARE A SELLER) OR AGAINST
THE SELLER (IN THE EVENT YOU ARE A BUYER), AND NOT AGAINST OR WITH CHEMDIRECT.
17. Indemnity
EXCEPT IN THE EVENT OF CHEMDIRECT’S PROVEN GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT, YOU AGREE TO INDEMNIFY AND HOLD CHEMDIRECT AND ITS
PARENT, SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES, AND SUPPLIERS, HARMLESS FROM AND AGAINST ALL DAMAGES, COSTS
(INCLUDING, WITHOUT LIMITATION, SETTLEMENT COSTS), LOSSES, EXPENSES, AND
LIABILITIES (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) RELATING
TO ANY CLAIM OR DEMAND ASSERTED BY ANY PARTY AGAINST CHEMDIRECT AND/OR ITS
AFFILIATES ARISING FROM OR RELATED TO YOUR ACTIVITIES, USE, BREACH, VIOLATION,
INFRINGEMENT OR ANY OTHER CONDUCT ON OR THROUGH THE SITE.
We reserve the right to handle our legal defense however we
see fit, even if you are indemnifying us, in which case you agree to cooperate
with us so we can execute our strategy.
18. Miscellaneous Entire Agreement
Entire Agreement: This Agreement (together with the Shipping
Addendum, Schedule of Fees Addendum, and any other addenda issued by ChemDirect
pursuant hereto and the Privacy Policy) represent the parties' entire
understanding relating to the use of the Site and supersedes any prior or
contemporaneous, conflicting or additional, communications. In the event of
conflict among the documents in the previous sentence, they shall govern in the
following order: Privacy Policy, Schedule of Fees Addendum, Shipping Addendum
and these Terms of Use.
Severability: If any provision of this Agreement is held
unenforceable, then such provision will be modified to reflect the parties'
intention. All remaining provisions of this Agreement shall remain in full
force and effect.
No Employment or Agency: ChemDirect is not an employment
service and does not serve as an employer of any User (Seller, Buyer or
otherwise). ChemDirect is not be liable for any tax or withholding, including
but not limited to unemployment insurance, employer's liability, social
security or payroll withholding tax in connection with any use of the Site. By
using the Site, Users understand and agree that, if ChemDirect is found to be
liable for any tax or withholding tax in connection with your use of the Site,
then you will immediately reimburse and pay to ChemDirect an equivalent amount,
including any interest or penalties thereon.
No Agency Relationship: No brokerage, agency, partnership,
joint venture, employer-employee or franchiser-franchisee relationship is
intended or created by this Agreement. Without limiting the foregoing, except
as expressly set forth herein, ChemDirect is not acting and does not act as an
agent for any Seller, Buyer or any other User or visitor of the Site.
ChemDirect Site: ChemDirect reserves the right to modify,
limit, suspend or terminate any and all parts of the Site (or any feature
thereof) for any reason, without notice, at any time.
AMENDMENTS: CHEMDIRECT MAY AMEND THIS AGREEMENT, AND ANY
TERMS REFERENCED IN THIS AGREEMENT, AT ANY TIME, AND FROM TIME TO TIME, IN OUR
SOLE AND ABSOLUTE DISCRETION, WITHOUT ANY NOTICE TO YOU. YOU SHOULD REGULARLY
REVIEW THIS AGREEMENT AS POSTED ON THE SITE ON THIS PAGE TO CHECK FOR
AMENDMENTS. YOU UNDERSTAND AND AGREE THAT IF YOU USE THE SITE AFTER THE DATE ON
WHICH THESE AMENDMENTS HAVE BEEN APPLIED TO THE AGREEMENT, CHEMDIRECT WILL
TREAT YOUR CONTINUED USE OF THE SITE AS ACCEPTANCE OF THE UPDATED TERMS. YOU
MAY NOT AMEND THIS AGREEMENT AT ANY TIME WITHOUT OUR PRIOR WRITTEN CONSENT.
No Waiver: You agree that if ChemDirect does not exercise or
enforce any legal right or remedy which is contained in this Agreement (or
which we have the benefit of under any applicable law), it shall not constitute
a waiver of ChemDirect’s rights, and as such, those rights or remedies will
still be available to ChemDirect. Nothing in this Agreement shall prevent
ChemDirect from complying with the law and these terms do not confer any third
party beneficiary rights.
Survival: Any provision of this Agreement shall survive any
termination or expiration of this Agreement to the extent required to enforce
any rights or obligations accrued thereunder prior to or as a result of such
termination.
Notices: Except as explicitly stated otherwise, any required
notices to ChemDirect shall be sent via postal mail to ChemDirect, as specified
below:
Fortem Invenio, Inc. DBA ChemDirect
Attn: Legal Department
ChemDirect, Inc. - Privacy Policy
1025 Lombardi Avenue
Green Bay, WI 90291
with a copy (which does not constitute notice) to:
Fortem Invenio, Inc. DBA ChemDirect
c/o Quarles and Brady, LLP
411 East Wisconsin Ave, Suite 2400
Milwaukee, WI 53202
Any required notices to Users (in the case of ChemDirect)
will be sent to the email address provided to ChemDirect. Notice sent by email
is deemed given twenty-four (24) hours after the email is sent, unless the
sending party is notified that the email address is invalid. Alternatively,
ChemDirect may elect, at its own discretion, to deliver notice by certified
mail, to the address you provided to ChemDirect. In such case, notice is deemed
given 3 days after the date of mailing.
Disclosures: The services hereunder are offered by Fortem
Invenio, Inc. DBA ChemDirect located at Fortem Invenio, Inc. DBA ChemDirect -
Privacy Policy 1025 Lombardi Avenue Green Bay, WI 90291. If you are a
California resident, you may have this same information emailed to you by
sending a letter to the foregoing address with your email address and a request
for this information.
Notice for Users in California: This notice is for Users of
the Site residing in the State of California. Please be advised that the
Complaint Assistance Unit of the Division of Consumer Services of the
California Department of Consumer Affairs may be reached by mail at 1625 North
Market Blvd., Sacramento, CA 95834 or by telephone at (800) 952-5210.
Contact: If you have any questions about this Agreement,
please contact ChemDirect’s Legal Department at Fortem Invenio, Inc. DBA
ChemDirect, Attn: Legal Department, ChemDirect, Inc. - Privacy Policy 1025
Lombardi Avenue Green Bay, WI 90291.