Effective Date / Last Updated: January 5, 2021
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.
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.
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.
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.
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.
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.)
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.
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:
(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.
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.
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.
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
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.
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.