Website Terms and Conditions
General Website Terms and Conditions
Thank you for visiting CheMogul LLC. (the "Company," “we,” “us,” or “our”) website at www.chemogul.com (the "Site"). Your use of the information, materials, text, images and other content on the Site is subject to the terms and conditions below, which we may revise from time to time without notice. Please read these General Website Terms and Conditions (these “Terms and Conditions”) carefully. BY ACCESSING THE SITE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING ANY AND ALL REVISIONS OR MODIFICATIONS HERETO WHICH MAY BE MADE BY THE COMPANY IN ITS SOLE DISCRETION FROM TIME TO TIME.
Services: Unless expressly stated otherwise, the services provided by the Company (the “Marketing Services”) are limited to informing users of the potential availability for purchase and sale of specific chemicals and ingredients (“CheMogul”) and facilitating Transactions (as defined below) by listing CheMogul on the Site, processing Transactions and collecting fees on behalf of Suppliers and Manufacturers (as defined below).
Any fees and/or consideration paid to the Company is paid to the Company in connection with these Marketing Services unless otherwise indicated. To be clear, the Company does not: (i) negotiate terms of purchase transactions, or settle disputes between users of the Site; (ii) own or provide CheMogul for purchase; (iii) operate any Chemical purchase, manufacturing, or resale service; (iv) otherwise accept custody of Chemicals; or (v) provide services other than the Marketing Services (such other services collectively referred to herein as "Excluded Services"). The Excluded Services are provided by Suppliers or third parties who are neither our agents nor acting in our behalf and we have no responsibility whatsoever regarding the Chemicals or the sales of such Chemicals. We are not responsible for any consequences arising from the Excluded Services, including, without limitation, consequences arising from your dealings with any Supplier, Manufacturer, Resale company, your purchase or sale of Chemicals or any complications or defects with the Chemicals or use thereof.
Suppliers; Supplier Agreements: The Buyers lists Chemical requirements on the Site and, as such, Company facilitates (i) the sale by Suppliers and purchase by Buyers of certain Chemicals (“Sale Transactions”); and (ii) the reservation for purchase by you of the Chemicals (“Sale Transactions, “Transactions”) between users of the Site, such as you (“Customers” or “you”), and the independent owners, manufacturers, resellers, or distributors of the Chemicals (the "Suppliers").
Each Supplier lists all information regarding such Supplier’s Chemicals and related Transactions on such Supplier’s subpage of the Site (the “Supplier Dashboard”). The Company makes no representation or warranty with respect to any portion of the Supplier Dashboard, including, without limitation, whether any information regarding Chemicals for sale is accurate. You acknowledge and agree that the Company has not undertaken any inspection or review of any Chemicals and that the Supplier is solely responsible for the condition of all Chemicals sold to (“Manufacturers”). You further acknowledge and agree that no Supplier is under any obligation to undertake any Transaction with you, and that any Supplier may agree to or disagree to enter into any Transaction with you in its sole and absolute discretion. The Company does not monitor or review Transactions or proposed Transactions and has no responsibility to require a Supplier to enter into any Transaction with you.
The Company does not set the prices for Transactions, review any information on the Supplier Dashboards, inspect any Chemicals or charge you for any fees, taxes or services provided by Suppliers.
For a Sale Transaction, a Supplier may require you to execute a sales agreement or other agreement governing your purchase of the underlying Chemicals (each, a “Supplier Agreement”). Unless otherwise agreed to between yourself and Supplier, you covenant and agree to sign any such Supplier Agreement upon request by Supplier, prior to undertaking a Sales Transaction. By undertaking a Sales Transaction, you agree in all cases to abide by the applicable Supplier Agreement(s). You acknowledge and agree that the Company has not reviewed any Supplier Agreement, has no obligation to review any such Supplier Agreement and makes no statements, representations or warrants regarding the fairness or legality of any such Supplier Agreement.
For certain Sale Transactions, the Supplier’s return, dispute resolution and other policies related to sales of such Chemicals (“Return/Dispute Policies”) may apply. Unless otherwise agreed to between Manufacturer and the Supplier, Manufacturers covenant and agree to abide by all such Return/Dispute Policies stated by said Supplier. By undertaking a Sale Transaction where Return/Dispute Policies apply, you agree in all cases to abide by the applicable Return/Dispute Policies. You acknowledge and agree that the Company has not reviewed any Return/Dispute Policies, has no obligation to review any such Return/Dispute Policies and makes no statements, representations or warrants regarding the fairness or legality of any such Return/Dispute Policies.
In connection with our provision of the Marketing Services, Suppliers may represent and warrant to us that they have full authority to list the Chemicals as available Transactions. We are not responsible for confirming whether any such representation or warranty is true and correct, nor are we responsible if any such representation or warranty becomes inaccurate or incomplete prior to purchase or use of the underlying Chemicals. In addition, the Company will never be responsible for any agreement or other arrangements between Manufacturer and any Supplier, regardless of whether such agreement or other arrangements are related to the purchase or use of Chemicals.
Your Agreements Related to Sale Transactions:
Chemicals available for Transactions on the Site is categorized as “Material Name” In all cases, you hereby agree to submit through the Site the applicable Purchase Price (as defined herein) for any Transaction you undertake through the Site. You hereby further covenant and agree as follows:
Sale Transactions of Chemicals:
- Following receipt of Chemicals that Buyers have purchased, Buyers must notify the Supplier directly of any issue whatsoever with the Chemicals (any such issue, a “Dispute,” and any such notification, a "Dispute Notification"). You acknowledge and agree that Dispute Notifications must be submitted during the Business Day(s) Inspection Period set by Supplier. You also acknowledge and agree that the Company shall have no obligation to independently inquire with either you (“Buyer”) or the Supplier as to whether there is a Dispute. As used herein, “Business Day” means any day upon which federal banking instructions are open for business in the United States.
- Notwithstanding anything to the contrary forgoing, the Supplier shall have the option, at any time prior to the resolution of a Dispute, to remit the Purchase Price or any portion thereof to the Buyer without any liability whatsoever to Buyer, and Buyer shall be required to work with the Supplier directly to resolve such Dispute. For purposes of clarity, and without limitation of anything in these Terms and Conditions, you hereby acknowledge and agree that the Company has no obligation to resolve or otherwise get involved with any Dispute.
User Accounts: In order to access certain areas of the Site, you will create a user account and login (a "User Account"). You agree that all information which you provide through the Site in connection with creating your User Account or otherwise is current, accurate and complete. You agree that your User Account and any information associated with your User Account is nontransferable. You are solely responsible for all activity that occurs with respect to your User Account. You are solely responsible for maintaining the confidentiality of your User Account and keeping the username and password to your User Account secure. You agree to notify us immediately of any security breach or unauthorized use of your User Account. We will not be liable for any costs, losses, claims or damages that you or any third party incur which are directly or indirectly caused by any unauthorized use of your User Account. You agree to never use another party’s User Account without such party’s express written authorization.
AS A USER OF THE SITE, YOU UNDERSTAND AND AGREE THAT (1) NEITHER THE COMPANY NOR ITS AFFILIATES WILL HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY UNAUTHORIZED TRANSACTIONS MADE USING YOUR USER ACCOUNT OR ANY INFORMATION CONTAINED IN OR RELATED TO YOUR USER ACCOUNT; AND (2) THE UNAUTHORIZED USE OR YOUR USER ACCOUNT COULD CAUSE YOU TO INCUR LIABILITY TO BOTH THE COMPANY AND OTHER USERS.
User Generated Content, Reviews and Feedback: The Site may allow you to post reviews of Suppliers and/or Transactions (“Reviews”). The Site may also, from time to time, allow you to post or submit other comments, ideas, suggestions, information, files, videos, images or other materials to the Company, the Site or other Users (“Submitted Content,” and together with Reviews, “User Generated Content”). You hereby agree not to post, provide or submit User Generated Content that is (a) defamatory, abusive, libelous, unlawful obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior; (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity; (c) contains or transmits a virus, malware or any other harmful component; (d) offers unauthorized downloads of any copyrighted, confidential or private information; (e) has the effect of impersonating others; (f) contains by non-spokesperson employees of the Company purporting to speak on behalf of the Company or provides confidential information concerning the Company; (g) contains chain letter of any kind; (h) is purposely inaccurate, commits fraud or falsifies information in connection your user account or to create multiple user accounts; (i) constitutes, encourages or provides instructions for a criminal offense, violates the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange (NYSE), the American Stock Exchange or the NASDAQ; or (j) violates applicable laws.
You agree, without limitation, not to: (i) contact other users of the Site through unsolicited e-mail, telephone calls, mailings or any other method of communication; (ii) post, repost or feature any User Generated Content or Content to consumers in any manner that diverts traffic from the Site without our express written permission; or (iii) collect personal information of any user of the Site.
You represent and warrant to the Company that you have the legal right and authorization to provide all User Generated Content to the Company for the purposes and the Company use as set forth herein. The Company shall have a royalty-free, irrevocable, transferable right and license to use the User Generated Content however the Company desires, including, without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such User Generated Content (including, without limitation, any name, user ID or other identifying information that you may submit in connection with the User Generated Content) and/or incorporate such User Generated Content into any form, medium or technology throughout the world. the Company is and shall be under no obligation to (1) to maintain any User Generated Content in confidence; (2) pay to you any compensation for any User Generated Content; (3) respond to or update any User Generated Content.
The Company does not regularly review posted User Generated Content, but does reserve the right (but is under no obligation) to monitor, edit, block or remove any User Generated Content submitted to the Site. You grant the Company the right to use the name that you submit in connection with any User Generated Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any User Generated Content. You are and shall remain solely responsible for the content of any User Generated Content you make, use, post and/or share. The Company and its affiliates take no responsibility and assume no liability for any User Generated Content submitted by you or any third party. Additionally, the Company has no responsibility or liability for the deletion of, or the failure to store or to transmit, any User Generated Content and other communications maintained by the Site.
Use of Company Content: All pages within the Site, any materials available for download, and all text, images, data, illustrations, files, audio and video clips, designs, documents and other materials and content (collectively, the "Company Content") on the Site is our property and may be protected by copyright, trademark, and other restrictions. Copyrights and other proprietary rights in the Company Content may also be owned by parties other than us. You may not copy, modify, distribute or otherwise use any of the Company Content, except for your personal and non-commercial use. Please note that we may withdraw any Company Content from the Site at any time in our sole discretion.
User Warranty: By downloading, printing, or otherwise using any of the Company Content, you agree that you will (i) restrict your use of such Company Content to personal and non-commercial use, (ii) comply with all of these Terms and Conditions, and (iii) not violate our rights or the rights of any other person or entity. We do not warrant that use of any of the Company Content will not infringe the rights of third parties.
Commercial Use is Restricted: Unauthorized commercial publication or exploitation of text, images, documents, materials or any other Company Content is prohibited without our express written consent. If you wish to use any of the Company Content for commercial use, publication, or any purpose other than personal use, you must obtain our express written permission prior to such use. We may, in our sole discretion, grant permission for such use on a case-by-case basis and we may charge a usage fee for such use. Without limitation of the foregoing, you agree that you may not sell, convey, license, sublicense, or resell or attempt any of the foregoing.
Fees and Payments: You are responsible for all charges, fees, duties, taxes, and assessments arising out of any Transaction, the use of any Chemicals, the Marketing Services or the use of the Site. You agree to pay to the Company all fees for the Company’s provision of the Marketing Services, in accordance with the pricing and payment terms presented to you for such Marketing Services. Where applicable, you will be billed using the billing method you select through your User Account management page. Except as provided in these Terms and Conditions or when required by law, all fees paid by you are non-refundable. The Company may change the fees for any Marketing Services at any time.
Taxes: Unless otherwise stated, you are responsible for any taxes (other than the Company’s income tax) or duties associated with the sale of the services and all Transactions, including any related penalties or interest (collectively, "Taxes"). You will pay the Company for the services without any reduction for Taxes. If the Company is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide the Company with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged. If you are required by law to withhold any Taxes from your payments to the Company, you must provide the Company with an official tax receipt or other appropriate documentation to support such payments.
Intellectual Property: The Company owns and shall retain all right, title and interest in and to any and all intellectual property associated with the Site and the Company, including, without limitation, all User Generated Content, all data and information related to your User Account and all other data and information collected via the Site from you (“Company Intellectual Property”). Names, titles, trademarks, service marks, and logos (collectively, the "Trademarks") displayed on the Site are our registered and/or unregistered common law trademarks or those of third parties. Nothing contained in the Site should be construed as granting, by implication or otherwise, any license or right to use any Company Intellectual Property or Trademark displayed on the Site without our express written permission or that of the appropriate third party that owns the Company Intellectual Property or Trademark. Except as permitted by these Terms and Conditions, any unauthorized use of the Company Intellectual Property or any Trademarks is prohibited. The Company may use and modify any portion of the Company Intellectual Property or any Trademarks at any time and in any way, throughout the world.
Digital Millennium Copyright Agent: For purposes of the Digital Millennium Copyright Act ("DMCA"), we have designated an agent for notices of claimed infringement. If you have any objections governed by the DMCA, please contact the agent listed under the Section entitled Contact Information below. We provide this contact information for purposes of the DMCA only and reserve the right to respond to communication that is relevant for this purpose.
Links to Third Party Websites and Employee E-Mail Addresses: The Site may contain links to third party websites. The linked sites are not under our control and we are not responsible for the contents of any linked website. These links are provided as a convenience only and shall not be construed as our endorsement of, sponsorship of, or affiliation with a linked website. The Site may also contain links to the e-mail addresses of various employees for purposes of feedback and communication regarding the Site and our products and services. By clicking on a link to an employee’s e-mail address, you leave the Site and enter into a restricted access area which these terms and conditions do not govern. We assume no responsibility or liability with respect to your entering such restricted access areas.
Third Party Solicitations: Providing third parties with links to our Site is prohibited unless you obtain our prior written consent. If you arrive at the Site from a third party link or as a result of any of the prohibited solicitations described in this paragraph below, please note that such link to or solicitation for the Site does not imply a relationship with, or endorsement of, the third party website or its content, purpose, policies or practices. Other than with respect to programs explicitly and specifically sanctioned by the Company, you agree not to engage in solicitation activities on our behalf for any reason, including activities that refer potential customers to, such as distributing flyers, coupons and other printed promotional materials or their electronic equivalents; engaging in verbal solicitation (e.g., in-person referrals); initiating telephone calls, and sending e-mails. In the case of any programs specifically sanctioned by the Company, you agree to at all times abide by the terms and conditions of such programs.
Non-Malicious Use: You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Site in a manner that sends more request messages to the Site’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. You agree not to collect or harvest any personally identifiable information, including account names, from the Site, nor to use the communication systems provided by the Site, for any commercial solicitation purposes. You agree not to circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Company Content or enforce limitations on use of the Site or the Company Content.
The Company reserves the right to grant the operators of public search engines permission to use spiders to copy materials from the Site for any uses which we determine are necessary or desirable for the operation of our business.
User Submissions: You agree that any information you provide through the Site will be truthful, accurate and complete. You represent and warrant that you own any information provided through the Site or otherwise have appropriate authority to provide any such information through the Site. All information that you submit to us through the Site shall be deemed and remain our property and we may use, for any purpose, any ideas, concepts, know-how or techniques contained in such information. We have no obligations regarding such information or otherwise specifically agreed to in a separate writing or required by law. You acknowledge and agree that you will not provide any information or material to us or the Site that is defamatory, threatening, obscene, harassing, or otherwise unlawful, or that incorporates the proprietary material of another person or entity.
Persons Under the Age of 13: The Site and the Marketing Services are not available to persons under the age of 13. If you are between the ages of 13 and 18 (or 13 and the age of legal majority in your place of residence), you may only use the site under the supervision of a parent or legal guardian who agrees to be bound by these Terms and Conditions. BY USING THE SITE, THE MARKETING SERVICES OR ANY COMPANY CONTENT IN ANY WAY, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITE.
Receiving E-mail: We may, from time to time, send you e-mail about your User Account, the Site, the Marketing Services, Transactions or other items. We may also send you e-mail with general information or special offers about products and services that may be of interest to you. In most cases, we will give you an opportunity to accept or decline the receipt of promotional e-mail.
Termination: We reserve the right to deny access to, suspend or terminate your use of the Marketing Services, the Site and/or your User Account, with or without notice, for any or no reason. You agree that we will not be liable to you or to any third party for, without limitation, any such denial of access to, suspension or termination of the Marketing Services, the Site and/or your User Account.
Limited Access: From time to time, the Site may be inaccessible or inoperable for any reason, including equipment malfunctions, Site updates, maintenance and repairs and causes beyond our control or those that are not foreseeable. We make no guarantees with respect to the availability or uptime of the Site, the Company Content or access to Equipment. We may conduct maintenance on any of the foregoing at any time with or without notice to you.
Security: Transmissions over the Internet are never 100% secure or error-free. We take reasonable steps to protect your User Account and Personal Information from loss, misuse, and unauthorized access, disclosure, alteration and destruction. The Company may use certain trusted third parties to help us provide, improve, protect, and promote our services. These third parties will access your information only to perform tasks on our behalf and in compliance with these Terms and Conditions.
WARRANTY DISCLAIMERS: THE INFORMATION AND DESCRIPTIONS CONTAINED ON THE SITE ARE NOT INTENDED TO BE COMPLETE DESCRIPTIONS OF ALL TERMS, EXCLUSIONS AND CONDITIONS APPLICABLE TO EVERY PRODUCT OR SERVICE THE COMPANY OFFERS, BUT ARE PROVIDED FOR GENERAL INFORMATIONAL PURPOSES. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE Company Content ON THE SITE IS SUITABLE FOR YOUR NEEDS, IS COMPLETE, TIMELY OR RELIABLE. ALL TEXT, IMAGES AND OTHER Company Content ON THE SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND/OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL CODE, OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED.
GENERAL DISCLAIMERS: THE COMPANY ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR (I) ANY ERRORS OR OMISSIONS IN THE Company Content ON THE SITE, (II) DAMAGE TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR USE OF THE SITE OR YOUR DOWNLOADING OF ANY TEXT, IMAGES OR OTHER Company Content FROM THE SITE, OR (III) ANY DAMAGE ARISING IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, OR LINE OR SYSTEM FAILURE.
LIMITATION OF LIABILITY: THE COMPANY, ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES WILL HAVE NO LIABILITY FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, COMPENSATORY, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF OR RELATING TO THE USE OF, RELIANCE ON OR INABILITY TO USE THE SITE OR THE Company Content OR MARKETING SERVICES PROVIDED ON OR RECEIVED FROM THE SITE. PLEASE NOTE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.
Third Party Disputes If there is a dispute between you and (i) a Supplier; (ii) another user of the Site; or (iii) you and any other third party, you agree that the Company is under no obligation to become involved. In the event that you have a dispute with any such person, you hereby release the Company and its officers, employees, agents, members and successors (the “Company Parties”) from claims, demands and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Site and/or any Marketing Services or other Services provide by the Company.
Indemnity: In addition to any other indemnification obligations set forth in these Terms and Conditions, you agree to indemnify and hold us, our managers, members, officers, employees, agents and representatives harmless from any loss, liability, claim or demand, including reasonable attorneys’ fees and costs, related to, due to or arising out of (i) your use of the Site; (ii) your breach of these Terms and Conditions; (iii) your breach of any Supplier Agreement or Return/Dispute Policies; (iv) your breach of any other agreement with any Supplier; (v) your agreements, transactions or any other interactions whatsoever with any Suppliers (including, without limitation, any Dispute); (vi) your interactions with any other users of the Site; and/or (vii) your violation of any applicable law or third party right.
General Release: You hereby release the Company and all Company Parties from any and all claims, demands, losses and damages of every kind and nature, whether known or unknown, arising out of or in any way relating to the Site, your use of the Site, other users’ use of the Site and any dispute or defense you have or claim to have against us or one or more users of the Site.
Reservation of Rights: We specifically reserve all rights that we do not expressly grant in these Terms and Conditions. Nothing on the Site or in these Terms and Conditions grants any right or license to use any property of any third party.
Contact Information: If you wish to contact us regarding (i) information on our products and services, (ii) permission to reproduce or use any Company Content on the Site, (iii) notices of claimed infringement under the DMCA, or (iv) any other reason, please contact:
318 W Adams St FL17
Chicago, IL 60606
Severance and Waiver: You acknowledge and agree that in the event any provision of these Terms and Conditions is held by a court to be invalid, unlawful, or unenforceable, the validity, legality, and/or enforceability of the remaining provisions contained in these Terms and Conditions will not in any way be affected or impaired. Our failure to exercise or enforce any right or provision under these Terms and Conditions will not constitute a waiver of such right or provision by us.
Venue and Choice of Law: These Terms and Conditions are governed by the laws of the State of Illinois, without regard to its conflicts of laws principals. Any case, controversy, suit, action, or proceeding arising out of, in connection with, or related to these Terms and Conditions or the Site shall be brought in a federal or state court located in Cook County, Illinois, and you hereby waive any objection to the exclusive jurisdiction of such courts.