Disclaimer...

Foreword

THIS AGREEMENT (AS DEFINED BELOW) DESCRIBES THE TERMS BY WHICH Chemical House ("Chemical House" or "we") OFFERS YOU ACCESS TO THE SERVICE. BY ASSUMING THAT YOU ACCEPT THE AGREEMENT AND AGREE TO BE BOUND BY EACH OF ITS TERMS.

As used herein, the term "Agreement" means this User Agreement, the Exchange Policies, the Privacy Statement, the Fee Statement, and the Glossary, as well as all other terms, conditions, and rules that may be published or displayed from time to time by Chemical House on this Web site or at any other link designated in this User Agreement, including each amendment, alteration, modification, or supplementation of any and all of the foregoing. All of the foregoing are incorporated by reference here. The terms of such Agreement apply to your use of the Service (as defined below). All amendments are effective 10 days after posting on our site. Your access to or use of the Service on or after such effective date constitutes acceptance of the amendments. This User Agreement may not be otherwise amended except in writing signed by both parties. YOU SHOULD READ THIS AGREEMENT EACH TIME YOU USE THE SERVICE. This Agreement was revised on Mar 1, 2000.

As used in this User Agreement, "Member," "User," or "you" shall jointly and severally refer to the individual completing the Membership Application and the organization indicated on the Membership Application, unless the context indicates clearly that all Members or Users of the Exchange, including you, are the subject of the reference. As used herein a "Member" is a User that has privileges to use the Service and thereby to make Product Offers, Product Requests, Bids to Buy, and Bids to Sell and enter into Member Buy and/or Sell Arrangements; a User is a person who is entitled to access all or any part of the Web site of the Exchange. For other defined terms please refer to the Glossary (located in the World Chemical Exchange Help tab), all of which are incorporated herein.

By clicking the box, "Yes, I agree to the terms defined in the User Agreement" in the Membership Application, and by accessing or using the Service thereafter, you represent and warrant to Chemical House and each of the other Users of the Exchange that the individual taking such actions has the authority to enter into the Agreement on behalf of the organization that he or she indicates that he or she represents, that each person designated a representative on the Membership Application to enter into Member Buy and/or Sell Arrangements (as that term is defined below in "Service") on behalf of such organization has the authority to do so, that the Agreement and each Member Buy and/or Sell Arrangement to which such organization becomes a party is binding and enforceable against such organization, that such organization will have the ability to perform its obligations under the Agreement and the Member Buy and/or Sell Arrangements and that the representations and warranties set forth in the Exchange Policies attributed to you are true and correct as to such individual and such organization. All Members of the Exchange are intended third party beneficiaries of the foregoing representations and the agreements set forth in the Agreement, and each Member acknowledges that each other Member is relying upon such representations and agreements.

1. Service

Subject to the terms and conditions in the Agreement, Chemical House hereby grants to you a nontransferable, nonexclusive license to access and use the Service solely for your internal use in accordance with the Agreement. We may in our sole discretion add, delete, or change some or all the services included within the Service at any time.

Without limiting the foregoing or expanding any of your rights hereunder, you agree that you will not republish, reproduce, or distribute any of the information available through the Web site of Chemical House or any e-mail or other communication by or between Members, Chemical House, and/or any other Member, or make any use of any such information or the facilities of Chemical House that would allow a third party to have access to or the benefits of the Service.

In addition, you agree to pay the fees and costs for the use of the Service in accordance with and to the extent provided in the Fee Statement, which is incorporated herein by reference, which may be amended from time to time and will be effective as with other amendments to the Agreement. You are responsible for paying all applicable taxes and for all hardware, software, service and other costs you incur to bid, list, post, buy, or sell or otherwise use the Service. Moreover, you shall be responsible for providing and maintaining all communications lines, telephone/transmission services, and all equipment and technology necessary for you to access and use the Service.

The World Chemical Exchange is a venue for exchanging information pertaining to business transactions; however, we are not involved in the actual transactions between Members. Nor do we act as a buyer, broker, or seller of any product. We post information provided to us by Members in an effort to enable our Members to conclude transactions or arrangements, if they so choose, with other Members (the "Member Buy and/or Sell Arrangements"); we do not verify to anyone that the information provided to us is accurate or that the exchange of information and terms between Members via our Web site will create any legally binding contracts between or among Members.

Thus, you and each other Member acknowledge and agree that Chemical House is merely a publisher of the World Chemical Exchange and does not guarantee or become responsible for any obligation arising out of any Member Buy and/or Sell Arrangement or provide any assurance that any Member Buy and/or Sell Arrangement will be ultimately concluded.

You acknowledge and agree that we have no control over (or liability for) the quality, safety, or legality of the products listed, the truth or accuracy of the listings, the ability of sellers to sell product, or buyers to buy product, or the performance by any Member of any obligation (including the completion of any purchase or sale transaction). You and each other Member assumes responsibility for, and acknowledge and agree that Chemical House has no responsibility for and indemnifies and holds harmless Chemical House for and from any Loss in any way relating to:

(a) negotiating, documenting, and concluding all Member Buy and/or Sell Arrangements to which you and another Member are parties to in a form that will be enforceable in any jurisdiction that may be relevant to the transactions contemplated by the Member Buy and/or Sell Arrangements;

(b) ensuring that all any and all Covered Products, the purchase and sale thereof, the delivery and transportation thereof, and any other action or matter relating to or affecting such Covered Products or the purchase and sale thereof (including, without limitation, the Member Buy/Sell Arrangements) comply in all respects with all applicable laws, rules, and regulations (including, without limitation, export/import, registration, labeling, manifesting, health, safety, occupational and environmental laws, rules, and regulations);

(c) paying, depositing, collecting, and withholding, to the extent required by applicable law, any and all Taxes in any way attributable to the products and activities described in (b); and

(d) ensuring that the products and activities described in (b) do not cause any harm or damage to any person or property or to the environment.

(e) that shipment or delivery of the purchased products will be deferred only for purposes of commercial convenience or necessity.

As used in this Agreement:

(x) "Covered Products" means any and all items that are the subject of a Product Offer or Purchase Request posting by you or such Member or otherwise offered, advertised, purchased, sold, or intended to be purchased or sold by the user through the use of the Exchange's Web Site or the Service or based, in any part, on information obtained through such Web Site or Service;

(y) "Loss" or "Losses" means all losses, liabilities, judgments, settlements, fines, Taxes, encumbrances, penalties, claims, suits, costs and expenses (including, without limitation, reasonable attorneys' fees) incurred or sustained by the relevant person; and

Because user authentication on the Internet is difficult, Chemical House cannot and does not confirm that each Member is who they claim to be. Therefore, because you must be careful in dealing with others to avoid fraud, we encourage you to perform such verifications and checks as you deem necessary to evaluate with whom you are dealing when the identity of your trading partner is revealed during the course of a transaction. Each Member also acknowledges and agrees that Chemical House is not buying, brokering, or selling any product, and does not provide any service other than the Service.

Moreover, you and each Member transacting business with you agrees with and represents to Chemical House and each other Member that

(a) you and the other Members with whom you transact business will not and cannot trade on, or through the indirect or direct use of, the Exchange any futures contracts or options that are subject to regulation.

(b) that the transactions facilitated by or through the Exchange, including all Member Buy and/or Sell Arrangements, are for the exchange of cash commodities for money and are not for speculative purposes;

(c) that they have the capacity to make (when they are Sellers) and take (when they are Buyers) actual delivery of the goods and that when they are Buyers they expect to take actual delivery of the goods from seller;

(d) that the Member Buy and/or Sell Arrangements (or any other contracts memorializing the sale transaction) will provide no ability for netting or offsetting in lieu of the Buyer taking actual delivery; and

(e) that shipment or delivery of the purchased products will be deferred only for purposes of commercial convenience or necessity.

Chemical House may terminate this User Agreement and the license granted to you at any time with or without cause and may refuse to provide the Service to you or any other User at any time, at its sole discretion. Without limiting any other remedies or limiting the foregoing, Chemical House may suspend or terminate your account if you are found to have engaged in fraudulent activity in connection with our site or if any of your representations, warranties or agreements to or with us has been breached. You may also terminate this User Agreement at any time.

In the case of any termination, you agree to continue to abide by the provisions of the Agreement, which shall remain in full force and effect after such termination, except that the license to use the Service shall be terminated and you shall have no further obligation to pay for the use of the Service other than those accrued upon or before such termination (as determined in accordance with our Fee Statement).

User (defined as any visitor to our Web site, including Members and those who have not registered for membership) acknowledges that the configurations, displays, screens, and all information appearing on or displayed in connection with or contained by Chemical House on its Web site -- Chemical House's domain name, the Chemical House logo, and the mark and trade name the World Chemical Exchange (collectively, "Chemical House Proprietary Properties") -- are covered by various intellectual property right protections, including domestic and international copyright, trademark, and trade secrecy law. Chemical House reserves all rights with regard to Chemical House Proprietary Properties and intends to vigorously defend Chemical House Proprietary Properties, including seeking injunctive relief, damages, and legal costs.

To the maximum extent legally possible, User agrees that it will not directly or indirectly copy or reproduce all or any part of the Chemical House Proprietary Properties, whether electronically, mechanically, or otherwise, in any form including, but not limited to, the copying of presentation style, content, or content organization, without the prior written permission from Chemical House; provided, however, that the User may make copies of Web pages in its internal computer system as part of accessing our Web site and for its own internal use, but not make copies or otherwise distribute, publish, reproduce, or retransmit any information, or otherwise commercially exploit any information, in transactions with third parties.

User acknowledges that Chemical House and/or third-party content providers remain the owners of the information on this Web site, and that User does not acquire any of those ownership rights by printing or downloading any of the information or making use of the Service. In addition, other trademarks appearing through the use of the Service and information specifically related to certain companies may also be subject to the rights of other parties. User agrees to respect, and not in any way to violate, such third party rights (the "Other Proprietary Rights").

The User (including each Member) acknowledges and agrees that all other information in any way relating to or derived from the use of the Service (including the terms of Product Offers, Product Requests, Bids to Buy, Offers to Sell, and information relating to other Members ["Other Exchange Information"]) is, as between such User and Chemical House, owned exclusively by Chemical House as part of the Chemical House Proprietary Properties and is subject to the limitations set forth in the preceding paragraphs and elsewhere in the Agreement. Without limiting any other provision in the Agreement, User agrees that it will not publish, disclose, or disseminate any information relating to a trade between Members, a Member Buy and/or Sell Arrangement, or other Members (including their performance rating information regarding trades, and financial and performance capacity and characteristics); provided, however, that to the extent legally required, a Member may disclose the obligations that it has assumed in connection with a Member Buy and/or Sell Arrangement and the financial results of its transactions, its ratings, and other information relating to it and to the transactions relating to Member Arrangements to which it is a party (collectively, "Member Information").

WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION CONTAINED HEREIN, MEMBER AGREES THAT IN NO EVENT SHALL Chemical House OR ITS OFFICERS, DIRECTORS, OWNERS, INDEPENDENT CONTRACTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE, AND EACH MEMBER EXCULPATES AND RELEASES SUCH PERSONS FROM ANY LIABILITY, DIRECTLY OR INDIRECTLY, TO MEMBER FOR ANY LOSS, DAMAGE, LIABILITY, OR EXPENSE THAT MEMBER MAY SUFFER (OR ANY OTHER PERSON CLAIMING BY OR THROUGH MEMBER) BY REASON OF, ARISING OUT OF, OR RELATED TO, THE USE OF THE WEB SITE OR THE SERVICE, BY REASON OF ANY TRANSACTION WITH MEMBERS (INCLUDING WITHOUT LIMITATION ANY MEMBER BUY AND/OR SELL ARRANGEMENTS), THE COVERED PRODUCTS, AND ANY INFORMATION APPEARING ON OR THROUGH THE EXCHANGE, REGARDLESS OF WHETHER SUCH LOSS, DAMAGE, LIABILITY, OR EXPENSE RESULTS DIRECTLY OR INDIRECTLY FROM Chemical House'S NEGLIGENCE.

NOTWITHSTANDING THE FOREGOING OR ANY OTHER LIMITATIONS ON LIABILITY SET FORTH IN THIS AGREEMENT, IF A USER OR MEMBER BECOMES ENTITLED TO ANY RECOVERY, EACH USER AND MEMBER AGREES THAT ITS RECOVERY SHALL BE LIMITED TO THE AMOUNT OF ANY FEES OR PAYMENTS PAID TO Chemical House BY REASON OF SUCH USER'S OR MEMBER'S USE OF THE SERVICE.

Chemical House provides communication information including email addresses within its content for private email communication between Members. Chemical House does not monitor this communication and, as such, shall be indemnified and held harmless by each Member for any direct, indirect, incidental, special, or consequential damages arising out of use of communication information including, but not limited to, email communication with regard to buying or selling products or services or out of any breach of any warranty of any kind.

In addition, Member indemnifies Chemical House and its officers, directors, owners, independent contractors, employees, agents, and affiliates for and from any Loss by reason of, in any way relating to, or arising out of

(a) Member's use of the Web site or the Service, any violation of any law, rule, or regulation arising by reason of such use;

(b) any claim or dispute which may arise from a breach of terms of the Agreement or from any dispute which may arise between Members with respect to the Covered Products (including without limitation any claim arising from or relating to transactions with respect to the purchase and sale of products);

(c) any information supplied by or through such Member or any transactions to which such Member is a party and any misuse of any information by such Member;

(d) Member's violation of the Agreement; and/or

(e) the Covered Products, the purchase and sale thereof, the delivery and transportation thereof, and any other action or matter relating to or affecting such Covered Products or the purchase and sale thereof (including, without limitation, the Member Buy/Sell Arrangements), the Loss suffered by or other harm to any person or property in any way relating to or caused in whole or in part by the Covered Product (including, without limitation, any personal injuries or death of any third person caused in whole or in part by the Covered Products, the use, transportation, delivery, storage, handling or release thereof).

Chemical House may give notice to Members by means of a general notice on the Service, or by electronic mail to Member's email address on record at Chemical House, or by written communication sent by first class mail to a Member's address on record with Chemical House. You may give notice to Chemical House and such notice shall be deemed given when received by us at any time.

THE AGREEMENT SHALL BE CONSTRUED AND GOVERNED BY THE LAWS OF THE STATE OF Madhya Pradesh, India, AND NOT BY THE APPLICATION OF CHOICE OF LAW PRINCIPLES, THE LAWS OF ANY OTHER STATE OR COUNTRY.

NOTWITHSTANDING THE ABOVE, Chemical House MAY SEEK AND OBTAIN EQUITABLE RELIEF AGAINST MEMBER FOR THE VIOLATION OF THE AGREEMENT AND EITHER PARTY MAY APPLY TO ANY COURT OF COMPETENT JURISDICTION, WHERE EVER SITUATED FOR ENFORCEMENT OF ANY JUDGEMENT ANY ENTRY OF WHATEVER ORDERS ARE NECESSARY FOR SUCH ENFORCEMENT.

The headings of the articles, sections, and exhibits of the Agreement are inserted for convenience only, do not constitute a part of the Agreement and shall not affect in any way the meaning or interpretation of the Agreement.

If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable, or against public policy, the remainder of this Agreement shall remain in full force and effect.

The Agreement, including any exhibits hereto and all incorporated provisions, constitutes the entire agreement among the parties and supercedes all prior agreements and understandings, whether written or oral, with respect to the subject matter of the Agreement.

The Agreement may not be modified or amended (except by Chemical House with respect to its terms and conditions, as provided above and the Agreement, as so amended, shall apply to all uses of the Service by User from and after the date of such amendment is made) except in writing signed by the party against whom the amendment is to be enforced or by, in the case of amendments made by Chemical House, the posting of the amendments (or the Agreement, as so amended) on its Web site.