Terms and Conditions
By clicking the “I Agree” button below, you and any entity you represent (collectively, “you” or the “Licensee”) agree to be bound by all of the terms and conditions of this Online Subscription Agreement (“Agreement”), just as if you had signed a physical copy of this Agreement If you are entering into this Agreement for an entity, such as the company you work for, you represent to Chemical Information Services, LLC d/b/a Chemical Information Services and d/b/a ChemicalInfo (“us” or “CIS”) that you have the legal authority to bind that entity to the terms and conditions of this Agreement. If you do not click on the “I Agree” button, and you will not be permitted to access or use the Services.
You hereby acknowledge and agree as follows:
1. LICENSE. CIS grants Licensee a non-exclusive, non-assignable, non-transferable, limited license to access and use directories and other online services shown on Licensee’s purchase invoice (the “Services”) for the Term of this Agreement.
This license is limited by and subject to the terms and conditions of this Agreement, and by such rules, regulations and procedures (the “Rules”) with respect to access to the Services as CIS may from time to time, in its sole discretion, impose. This Agreement incorporates by reference the Rules as they exist from time to time, including any future changes to or amendments of the Rules.
2. ACCESS TO THE SERVICES – The License granted by this Agreement may be exercised only by Authorized Users designated by the Licensee. Upon payment of the License Fee CIS will provide Licensee with such user names and passwords as are necessary for each Authorized User to have online access to the Services. Each Authorized User, by using the provided user names and passwords consents to be bound by this Agreement and by the Rules. Licensee and each Authorized User agree that any downloaded material may be used exclusively for Licensee’s internal business purposes and that downloads may be limited in frequency or amount under the Rules. Licensee and each Authorized User agree that no downloaded material will be made available to individuals who are not employees of Licensee.
Licensee agrees that it shall constitute a material breach of this Agreement for any person who is not an Authorized User to be provided with a user name, password, or other information needed for online access to the Services, and that upon such breach CIS may immediately and without notice terminate this Agreement for cause and remove access for all Authorized Users.
3. TERM – This Agreement is effective upon the later of Licensee’s acceptance of the terms of this Agreement or CIS’s receipt of payment, whichever is later (the “Effective Date”) and will continue in effect for the term shown on Licensee’s purchase invoice or, for trial users, at the end of the trial period provided for in the Rules (the “Term”).
If Licensee has agreed to automatic renewals (as shown on Licensee’s purchase invoice) and has provided current credit card information then, 7 days before the end of the Term (the “automatic renewal date”), CIS will charge Licensee through its credit card CIS’s then current prices for an annual subscription to the Services less a 5% automatic renewal discount and the Term shall be extended by one year (such additional term being referred to as the “Renewal Term”). Licensee may cancel its automatic renewal agreement by giving CIS notice thirty days before the automatic renewal date, such notice to be sent to the Client Development Team at email@example.com. Notices received within 30 days of the automatic renewal date may be applied by CIS to the pending renewal or, at its discretion, to the following renewal.
CIS may terminate this Agreement immediately without notice if the Licensee fails to comply with any term or condition of this Agreement or the Rules. (“Termination for Cause”). In the event of a Termination for Cause Licensee shall not be entitled to a refund of all or any part of the License fee. Licensee may terminate this Agreement at any time without notice (“Termination for Convenience”), but under no circumstances will any portion of the fees paid will be refunded.
Either party may terminate this Agreement if the other party (i) files a voluntary petition in bankruptcy, (ii) makes a general assignment for the benefit of its creditors, (iii) suffers or permits the appointment of a trustee or receiver for its business assets, (iv) becomes subject to any proceeding under any bankruptcy or insolvency law which is either consented to by such other party or is not dismissed within ninety (90) days, (v) initiates actions to wind up or liquidate its business voluntarily or otherwise, (vi) ceases doing business in the ordinary course, or (vii) anything analogous to any of the events described in this sentence occurs under the laws of any applicable jurisdiction.
Upon termination or expiration of this Agreement, CIS shall terminate online access to the Services and Licensee shall stop, and shall cause its Authorized Users to stop accessing and/or using the Services. In addition, Licensee will immediately destroy all copies, in whatever media, of information downloaded by it. Upon request from CIS, Licensee shall provide CIS a statement signed by on officer of Licensee certifying that all copies of the Service and any components thereof have been destroyed and that Licensee has retained no copies of the Service or any components thereof.
4. CHANGES, ENHANCEMENTS AND UPDATES. Licensee acknowledges that CIS may make changes, enhancements and updates to the Services at any time without notice.
5. LICENSE FEES. In consideration of the Service provided hereunder, Licensee agrees to pay CIS the fees specified in CIS’s invoice.
6. WARRANTY DISCLAIMER – LIMITATION OF LIABILITY. LICENSEE ACKNOWLEDGES THAT THE INFORMATION PROVIDED THROUGH THE SERVICE IS COMPILED FROM SOURCES WHICH ARE BEYOND THE CONTROL OF CIS, AND CIS DOES NOT WARRANT THAT ANY OF THE INFORMATION PROVIDED THROUGH THE SERVICE WILL CONTINUE TO BE AVAILABLE.
LICENSEE ACKNOWLEDGES THAT THE SERVICE IS PROVIDED ON AN “AS IS, WITH ALL FAULTS” BASIS. CIS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE LICENSEE ASSUMES ALL RISK AS TO SELECTION, QUALITY, RESULTS, AND PERFORMANCE OF THE SERVICE. CIS DOES NOT WARRANT THAT (A) THE PARTIES LISTED ON CIS’ WEBSITE CAN PERFORM OR DELIVER THE SERVICES OR PRODUCTS DESCRIBED THEREIN, (B) THE INFORMATION ABOUT A LISTED PARTY IS ACCURATE OR COMPLETE, (C) THE FUNCTIONS CONTAINED IN THE SERVICE WILL MEET THE LICENSEE’S REQUIREMENTS OR BUSINESS NEEDS, OR (D) THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
IN NO EVENT WILL CIS BE LIABLE TO THE LICENSEE OR TO ANY OTHER PERSON FOR ANY DAMAGES, SUCH AS LOST PROFITS, LOST SAVINGS OR OTHER INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE, EVEN IF CIS OR ANY AGENT OF CIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN THE EVENT CIS BECOMES LIABLE TO LICENSEE UNDER THIS AGREEMENT FOR ANY REASON, CIS’S TOTAL, AGGREGATE LIABILITY HEREUNDER FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR COPYRIGHT INFRINGEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE FEES PAID BY THE LICENSEE TO CIS IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
7. OTHER LICENSE RESTRICTIONS. Licensee, and the Authorized Users, shall not: (i) publish, distribute, transfer, sublicense, sell, transfer, exchange, encumber, dispose or assign to any third party data obtained through the Service; (ii) grant to any third party access to any data or information contained in the Service; (iii) use the Service on a service bureau or time-sharing basis; (iv) modify, adapt, reverse engineer, decompile, disassemble or transmit in any form or by any means, in whole or in part, the Service or any component part thereof ; (v) merge the data or other information contained in the Service with any software program or extract such data without the prior written approval of CIS; (vi) create any derivative works based on or which utilizes the data or other information available through the Service; or vii) use any robots, spiders, crawlers or other automated downloading programs, algorithms or devices to continuously and automatically search, scrape, extract, deep link, index or disrupt the working of the information available through this Service.
8. PROTECTION AND SECURITY. The Licensee expressly acknowledges that access to the Service is granted by CIS pursuant to this Agreement and not by way of sale. The Licensee hereby acknowledges and agrees that all copyright and other proprietary rights in and to the Service and the information made accessible to the Licensee pursuant to the terms of this Agreement are owned solely by CIS and the only rights the Licensee has to access and/or use the Service are those rights expressly set forth in this Agreement. Licensee shall take all precautions that are reasonably necessary to (i) prevent access to the Service or any component thereof by any individual who is not an Authorized User; and (ii) prevent any unauthorized distribution or redistribution of the Service or any component thereof. At any time during the term of this License Agreement, CIS shall have the right to receive adequate assurance of the Licensee’s compliance with these protection and security provisions. Such assurances shall be delivered to CIS within fourteen (14) days from such a request. CIS shall, in its sole discretion, determine if such security measures are adequate. In the event such measures are deemed inadequate by CIS, CIS shall inform the Licensee of such inadequacy in writing. The Licensee and CIS shall then consult in good faith in an attempt to achieve a mutually agreeable security measures. In the event that the parties are unable to mutually agree upon a resolution within thirty (30) days from the date of delivery of the assurance, or if no assurance is given, the date that the assurance should have been delivered to CIS, the Licensee shall be deemed in breach of this Agreement and CIS shall be entitled to terminate this Agreement immediately by giving written notice to Licensee.
9. INDEMNIFICATION. Licensee agrees to release, defend, indemnify and hold harmless CIS, its affiliates and subsidiaries, and its and their respective employees, officers, directors, agents and representatives, at Licensee’s cost and expense, from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of Licensee’s or its Authorized Users’ access to or use of the Service.
10. AMENDMENTS. CIS may amend this Agreement or the Rules from time to time in its sole discretion. Any such amendment will become effective as to Licensee and all Authorized Users on the date it is posted to CIS’s web site, regardless of whether Licensee has actual notice of the amendment.
11. GENERAL. If any of the provisions, or portions thereof, of this Agreement are invalid or unenforceable under any applicable statute of rule of law, they are to that extent to be deemed omitted and shall have no effect whatsoever on the validity of the remaining provisions hereof. Licensee may not assign, by operation of law or otherwise, this Agreement or any rights obtained hereunder without the prior written consent of CIS. Any assignment made by Licensee in contravention of this section shall be null and void for all purposes.
All notices required under the provisions of this Agreement shall be in writing and delivered by email as follows:
Notices to CIS shall be sent to firstname.lastname@example.org.
Notices to Licensee shall be delivered by posting the notice in Licensee’s user portal and by email to the address provided by Licensee at the time of purchase.
This Agreement may not be amended, except in writing executed by both parties.
THE LICENSEE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS ORAL OR WRITTEN AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
This License Agreement will be governed by the internal, substantive laws of the State of Texas, United States of America, without giving effect to the principals of conflicts of laws. The parties agree that the exclusive venue for any action arising out of this Agreement shall be in District or County Courts for Dallas County, Texas or in the United States District Court for the Northern District of Texas, Dallas Division, and Licensee consents to personal jurisdiction in those Courts, waiving any right to a change of venue on any basis.
Licensee agrees that CIS shall have the right to use Licensee’s name and logo for the purpose of advertising its list of clients in marketing materials.