TERMS AND CONDITIONS OF USE FOR SOCMA WEB SITE
READ THESE TERMS AND CONDITIONS WHICH GOVERN YOUR USE OF THIS
2. Modifications to the Agreement. SOCMA may amend this Agreement at any time by posting the amended terms on the Site. Your use of the Site after the posting of amendments to the Agreement will constitute your acceptance of the Agreement, as modified. This Agreement may not be otherwise amended except in a written agreement signed by you and SOCMA.
4. Content Provided By You. To the extent that you are permitted to upload Content or to communicate with or through the Site, you agree that you will not provide any Content, nor transmit any material to or through the Site, that is defamatory, libelous, abusive, profane, threatening, offensive, anticompetitive, or otherwise violative of any applicable law; that is protected by copyright without the permission of the copyright owner; that would infringe upon the trademark rights of the owners of such marks without the permission of such owners; or that contains confidential information or any information that would infringe upon the proprietary, privacy or personal rights of others. By providing any Content or transmitting any material to or through the Site, you warrant and represent that such Content and your transmission thereof does not violate any applicable law or the rights of any other person or entity.
5. Use of Discussion Groups. You agree that any online discussion forums and/or listservs made available on the Site are for the exclusive use of SOCMA member company employees. By accessing any such discussion forums and/or listservs, you represent that you are an employee in good standing of a SOCMA member company and agree that you will only use such discussion forums and/or listservs for the purpose of discussing matters related to or arising out of the industry/profession represented by SOCMA. All discussion forums and/or listservs provided on the Site are services provided by SOCMA in furtherance of its nonprofit and tax exempt purposes. You agree that all postings to such discussion forums and/or listservs constitute Content and Communications (as defined below) and are subject to all the terms, conditions, and restrictions of this Agreement. You agree that all postings to such discussion forums and/or listservs shall be of an informational nature and for informational purposes only. Commercial use or any other unauthorized use of such discussion forums and/or listservs is prohibited. You agree to not use such discussion forums and/or listservs to conduct business, including the direct or indirect marketing of users' products or services, in any manner. You agree to not use such discussion forums and/or listservs to provide information, materials, products, or services in exchange for compensation of any kind.
6. Use of Directory. You agree that SOCMA’s online membership directory (the “Directory”) shall be used for individual, personal and confidential reference purposes only, and may be used only pursuant to the terms of this Agreement. You agree that the Directory and all contents thereof are proprietary products of SOCMA. You agree that the contents of the Directory is the intellectual property of SOCMA, and may not, in whole or in part, be reproduced; copied; disseminated; entered into a computer database; used as part of or in connection with the preparation, revision or confirmation of a mailing, telephone, fax, email, or other marketing list; or otherwise utilized, in any form or manner or by any means, except for the user's individual, personal and confidential reference. Contained in the Directory are the names, addresses, telephone numbers, fax numbers, email addresses, and contact persons of SOCMA members, which are updated weekly by SOCMA via an automated data upload process. Their presence in this Directory represents only that these companies, organizations, institutions, or individuals are members in good standing of SOCMA; it does not represent their consent to receive any marketing or related communications. For the avoidance of doubt and without affecting any other disclaimers of SOCMA in this Agreement, SOCMA does not endorse these members and makes no representations, warranties or guarantees as to, and assumes no responsibility for, the products or services provided by these members. For the avoidance of doubt and without affecting any other disclaimers of SOCMA in this Agreement, SOCMA expressly disclaims all liability for damages of any kind arising out of the use or performance of the products or services provided by these members.
7. Antitrust Restrictions. You agree that this Site, including any discussion forum and/or listserv on it, shall not be utilized in any manner that violates federal or state antitrust laws or other laws prohibiting anticompetitive practices. The antitrust laws generally prohibit any agreement or understanding inconsistent with the right and obligation of competitors to exercise independent business judgment in pricing their products or services, dealing with their customers and suppliers, and selecting the markets in which to compete. No express agreement or understanding is required; one can be inferred from statements or conduct. You agree to not provide any Content regarding specific prices or fees charged or paid, and to not provide any Content concerning prices, pricing practices, discounts, or other terms or conditions of sale either obtained by or offered to another entity. You further agree to not provide any Content that includes any information concerning market shares, salaries, costs, sales territories, profit margins, or that encourages the selection or rejection of customers or suppliers.
8. Third Party Content. Certain Content, including Communications (as defined below), on the Site is provided by third-party sources, and SOCMA does not regularly review, approve or exercise any editorial judgment whatsoever with respect to Content provided by third-party sources. However, SOCMA reserves the right, but has no obligation, to review and remove, in its sole discretion, any Content provided by third parties.
9. Communication with the Site. By posting messages, sending e-mails, uploading files, or inputting data to the Site, including by using any discussion forums and/or listservs available on the Site, or by communicating with other users or persons via the Site, or by otherwise providing any Content (individually or collectively “Communications”), you hereby grant to SOCMA a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Communications, in all media now known or hereafter developed. You hereby waive all rights to any claim against SOCMA for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with Communications.
10. Intellectual Property. The Site, including the Content and the overall “look and feel” of the Site, is owned by SOCMA or its licensors, and is protected under the copyright, trademark and other intellectual property laws of the United States and other countries as well as by international treaties and conventions. The Site is further protected as a collective work and/or compilation under U.S. copyright and other laws, treaties and conventions. You agree to abide by all applicable copyright, trademark and other intellectual property laws and with all additional copyright and trademark notices, information, and restrictions contained in any of the Content. Any reproduction, retransmission, or republication of the Content is expressly prohibited, unless SOCMA or the copyright owner of the material has expressly granted its prior written consent to so reproduce, retransmit, or republish the Content.
11. Disclaimer of Warranty. THE SITE, INCLUDING ALL THE CONTENT, IS PROVIDED “AS IS.” SOCMA AND ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND THEIR OFFICERS, DIRECTORS, AND EMPLOYEES (COLLECTIVELY, THE “SOCMA PARTIES”), MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE SITE, INCLUDING THE CONTENT, AS TO HYPERTEXT LINKS TO THIRD PARTIES, OR AS TO SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED SITE. FURTHER, SOCMA DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES AS TO QUALITY, ACCURACY, TIMELINESS, CONTINUED AVAILABILITY, COMPLETENESS OR NON-INFRINGEMENT OF THE SITE, INCLUDING THE CONTENT, NOR ARE THERE ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SOCMA PARTIES HAVE NO RESPONSIBILITY TO MAINTAIN THE SITE, INCLUDING THE CONTENT, OR TO SUPPLY ANY CORRECTIONS, UPDATES, OR RELEASES RELATING THERETO. THE SOCMA PARTIES DO NOT WARRANT THAT THE SITE, INCLUDING THE CONTENT, WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER ON WHICH IT IS HOSTED IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE, INCLUDING THE CONTENT, IS COMPATIBLE WITH YOUR EQUIPMENT. AVAILABILITY OF THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE.
** SOCMA BLOG Disclaimer: SOCMA’s blog features commentary and insight from a variety of batch chemical industry experts. The opinions expressed by guest bloggers and those providing comments are theirs alone, and do not necessarily reflect the views of SOCMA.
**SOCMA Marketplace Disclaimer: SOCMA is not responsible for and does not control the Content displayed by third parties in SOCMA Marketplace. SOCMA also does not endorse or recommend the products, services, or advice of third parties appearing in SOCMA Marketplace.
12. Limitation of Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL SOCMA HAVE ANY LIABILITY TO YOU OR TO THIRD PARTIES FOR THE QUALITY, ACCURACY, TIMELINESS, CONTINUED AVAILABILITY OR COMPLETENESS OF THE SITE, INCLUDING THE CONTENT. TO THE MAXIMUM EXENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL SOCMA BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT YOU MAY INCUR IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE SITE, INCLUDING THE CONTENT, INCLUDING LOST PROFITS AND LOSS OF REVENUE, EVEN IF SOCMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Applicable law may not allow the limitation or exclusion of liability for incidental, consequential, special, punitive or exemplary damages or the exclusion of implied warranties. In such jurisdictions, SOCMA’s liability is limited to the greatest extent permitted by law.
13. Reservation of Rights. SOCMA shall at all times have complete freedom in the editorial control of the Content made available on the Site. SOCMA reserves the right, at its sole discretion and at any time, to change the Content of the Site and to discontinue or change any aspect of the Site. SOCMA may also restrict your access to parts or all of the Site without notice or liability.
Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution. SOCMA reserves the right to view, monitor, and record activity on the Site without notice or permission from You. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on the Site. SOCMA will also comply with all court orders involving requests for such information.
Your use of certain portions of this Site may require a password. Anyone with knowledge of Your password can gain access to the restricted portions of this Site and the information available to You. Accordingly, You must keep Your password secret. By agreeing to these Terms and Conditions, You agree to be solely responsible for the confidentiality and use of Your respective password, as well as for any communications entered through the Site using Your password. You must also immediately notify SOCMA if You become aware of any loss or theft of Your password or any unauthorized use of Your password. SOCMA reserves the right to delete or change a password at any time and for any reason.
14. No Sponsorship of Third Party Sites. The Site may contain links to certain Internet sites sponsored and maintained by third parties. SOCMA is providing such links solely as a convenience to you. SOCMA makes no representations concerning the content of those sites. The fact that SOCMA has provided a link to a site does not constitute an endorsement, authorization, sponsorship, or affiliation by SOCMA with respect to that site, its owners, or its providers.
15. Indemnification. You hereby agree, at your own expense, to indemnify, defend and hold harmless the SOCMA Parties, from and against any and all losses, liabilities, judgments, settlements, damages, arbitration awards and costs and expenses, including attorneys’ fees and disbursements (collectively, “Losses”), resulting from or arising out of any suits, actions, claims, demands or similar proceedings, whether actual or threatened (collectively, “Proceedings”) based on or relating to: (a) any breach of this Agreement or the representations, warranties and covenants herein, either by you or any persons using your computer; (b) your use of the Site or a third party’s use of the Site through your computer; or (c) any Content you contribute to the Site. You agree to cooperate as fully as reasonably required in the defense of any claim. SOCMA reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of SOCMA.
16. Termination. Either you or SOCMA may terminate this Agreement with or without cause at any time and effective immediately. You may terminate the Agreement by discontinuing use of the Site and destroying all materials obtained from the Site. This Agreement will terminate immediately without notice from SOCMA if you, in SOCMA’s sole discretion, fail to comply with any provision of this Agreement. Upon termination by you or upon notice of termination by SOCMA, you must promptly destroy all materials obtained from the Site and any copies thereof and discontinue use of the Site. Sections 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, and 19 of this Agreement shall survive any termination of this Agreement.
17. Applicable Law. This Agreement is governed by the laws of the State of New York without regard to principles of conflicts of laws.
18. Disputes. You agree to submit to the jurisdiction of the state and federal courts having jurisdiction in New York County in the State of New York in respect of litigation arising out of this Agreement, waiving all affirmative and legal defenses in respect of jurisdiction, forum and venue.
This Site is controlled and operated by SOCMA from its offices within the United States. SOCMA makes no representation that materials on the Site are appropriate or available for use in other locations, and access to them from territories where any of the contents of this Site are illegal is prohibited. If You choose to access this Site from other locations, You do so on Your own volition and are responsible for compliance with any applicable local laws.
19. Miscellaneous. If any part of any provision of this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of said agreement. No delay or failure on the part of either party to exercise any right granted under this Agreement, or available at law or equity, shall be construed as a waiver of such right. All such waivers must be in writing, and shall constitute a waiver with respect to the specific matter described in such writing and shall in no way impair the rights of such party in any other respect or at any other time. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any kind and every nature between the parties. For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified, and (iii) the word “or” shall not be exclusive.
20. Notice and Procedure for Making Claims of Copyright Infringement. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide SOCMA’s copyright agent the written information specified below. Please note that this procedure is exclusively for notifying SOCMA and its affiliates that your copyrighted material
has been infringed.
(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(b) A description of the copyrighted work that you claim has been infringed upon;
(c) A description of where the material that you claim is infringing is located on the Site,
(d) Your address, telephone number, and e-mail address;
(e) A statement by you that you have a good-faith belief that the disputed use is not
authorized by the copyright owner, its agent, or the law;
(f) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the
copyright owner's behalf.
SOCMA’s Copyright Contact for notice of claims of copyright infringement on its site can be reached as follows:
Society of Chemical Manufacturers and Affiliates (SOCMA)
Attn: SOCMA President
1850 M Street, NW,
Washington, DC 20036-5810