|
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.
|
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.
|
