Terms & Conditions of Website Usage


INTRODUCTION
. Welcome to www.chemimage.com (“the Site”), a website operated by ChemImage Corporation, a Delaware corporation having its principal place of business at 7301 Penn Ave., Pittsburgh, PA 15208 (“ChemImage”). ChemImage provides you with access to the Site subject to the terms and conditions contained in this terms and conditions of use agreement (“Agreement”).

USER ACCEPTANCE. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SITE. BY ACCESSING, BROWSING, AND USING THIS SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT, THE TERMS AND CONDITIONS DESCRIBED BELOW, ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE, AND ANY SUBSEQUENT CHANGES TO THE FOREGOING. IF YOU DO NOT AGREE TO THESE SITE TERMS OR ANY SUBSEQUENT MODIFICATION, DO NOT ACCESS, BROWSE OR OTHERWISE USE THIS SITE.


RIGHT TO MODIFICATION AND CHANGE WITHOUT NOTICE. The contents of the Site are provided for your general information and use only. The Site is subject to change without notice. ChemImage reserves the right to amend, remove, or add to the Agreement at any time. Such modifications shall be effective immediately. Accordingly, please continue to review the Agreement whenever accessing, linking to, or using this site. Your access, link to, or use of the site, or any service on this site, after the posting of modifications to the Agreement will constitute YOUR ACCEPTANCE OF THE AGREEMENT, as modified. Any terms and conditions proposed by you which are in addition to or which conflict with the Agreement are expressly rejected by ChemImage and shall be of no force or effect.


COPYRIGHT. All copyrighted and copyrightable materials on this Site, including, without limitation, the design, text, graphics, pictures, sound files, technical information, other files, including any downloadable marketing materials, product sheets, product brochures, graphics and other documents, and the selection and arrangement (“Materials”) thereof are copyrighted, ALL RIGHTS RESERVED, by ChemImage and/or by third-party licensors. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the written permission of ChemImage or the respective copyright owner. We reserve the right to grant or deny any requests for such written permission. You may not (a) copy, publish, or post any Materials on any computer network or broadcast or publications media, (b) modify the Materials, and (c) remove or alter any copyright and other proprietary notices contained in the Materials.


TRADEMARKS. ChemImage, ChemImage XPert, Gateway Analytical, Realize Your Vision, their respective logos and product markings, and the products and services described in this Site (except those belonging to ChemImage suppliers or licensors), are among the trademarks or registered trademarks owned by ChemImage and may not be copied, imitated, or used, in whole or in part, without the express written permission of ChemImage. In addition, all page headers, custom graphics, button icons, and scripts are registered trademarks or trademarks owned by ChemImage and may not be copied, imitated, or used, in whole or in part, without the prior written permission of ChemImage. All other trademarks, registered trademarks, product names and company names or logos mentioned herein are the property of their respective owners and may not be copied, imitated, or used in whole or in part without the prior written permission of respective owners.

UNSOLICITED IDEAS. It is ChemImage’s policy not to accept any unsolicited ideas, including ideas for advertising, marketing, product development, engineering, processes, materials, or manufacturing.   The purpose of this policy is to avoid potential misunderstandings when ChemImage’s products, processes, or strategies may be similar to those submitted.  If any unsolicited ideas are submitted despite this warning, they will be subject to the following terms and conditions: (1) All materials will become the property of ChemImage, without any compensation to you, and will not be returned, (2) ChemImage has no duty to keep any of the materials confidential, and (3) ChemImage has no duty to review the materials and has no duty to disclose any information to you, including whether or not ChemImage currently uses or plans to use ideas similar to yours.


DISCLAIMER OF WARRANTIES. THE SITE, SERVICE, AND CONTENT ARE PROVIDED BY CHEMIMAGE ON AN “AS IS” AND “AS AVAILABLE” BASIS. CHEMIMAGE MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE SITE, THE SERVICE OR THE CONTENT. CHEMIMAGE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESSS, IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH REGARD TO THE SITE, SERVICES, CONTENT, AND ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED VIA THE SITE. CHEMIMAGE DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE SERVICE WILL BE CORRECTED. CHEMIMAGE DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED.

Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to consult us to ensure that any products, services or information available through this website meet your specific requirements.

LINKING. You are granted a limited, non-exclusive right to create a hyperlink to the Site provided such link does not portray ChemImage or any of its products and services in a false, misleading, derogatory, or otherwise defamatory manner. You may not use a ChemImage logo or other proprietary graphic or trademark of ChemImage to link to this Site without the express written permission of ChemImage. This limited right may be revoked at any time. You may not mirror or frame the home page or any other pages of the Site on any other web site or web page.

THIRD-PARTY LINKS. ChemImage makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party sites accessible by hyperlink from this Site, or third-party sites linking to this Site. These links are provided for your convenience only to provide further information to you. ChemImage does not endorse the linked website(s) or their contents.

PRIVACY. We do not collect any personally identifiable information about you unless you voluntarily provide it to us. However, we may collect non-personally identifiable information that does not by itself identify a specific individual. We gather certain information about you based upon where you visit on our site in several ways. This information may be compiled and analyzed on both a personal and an aggregated basis. This information may include the website's Uniform Resource Locator (URL) that you just came from, which URL you next go to, what browser you are using, and/or your computer's Internet Protocol (IP) address. We may use your IP address to diagnose problems with our servers, software, to administer our site, and to gather demographic and website traffic information.

When you use our site, we may store cookies on your computer (if your web browser permits) in order to facilitate and customize your use of our site. Our cookies may store randomly assigned user identification numbers, the country where you are located, and/or your IP address. The cookies make your use of the site easier, make the site run more smoothly, and help us maintain a secure site. You are always free to decline our cookies if your browser permits, but some parts of our site may not work properly in that case.

We may use an outside ad-serving company to display banner advertisements on our site. As part of its service, the outside company may place a separate cookie on your computer. We and our third party ad-server may collect and use only non-personally identifiable information about you, such as your IP address, browser type, the server your computer is logged onto, the area code and zip code associated with your server, and whether you responded to a particular ad. Other advertisers may place banner ads on our site in the same manner as above.

This document only addresses the use and disclosure of information we collect from you. Other sites accessible through our site may have their own privacy policies and data collection, use, and disclosure practices. We are not responsible for the policies or practices of third parties. Additionally, other companies which place advertising on our site may collect information about you through the use of cookies when you view or click on their advertising. We cannot control this collection of information. You should contact these advertisers directly if you have any questions about their use of the information that they collect.

LIMITATION OF LIABILITY. IN NO EVENT SHALL CHEMIMAGE BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE OR THE MATERIALS CONTAINED IN, OR ACCESSED THROUGH, THIS SITE.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CHEMIMAGE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE USE OF CHEMIMAGE'S SITE EXCEED $5.00 OR THE COMPENSATION YOU PAID CHEMIMAGE, WHICHEVER IS LESS.


Certain laws do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations, may not apply to you, and you may have additional rights to those contained herein.


INDEMNIFICATION
. In the event that any legal action is taken resulting from (i) your use of the Site or its contents, including your breach of the terms of this Agreement, or (ii) any Unsolicited Information provided by you, you agree to defend, indemnify, hold harmless, and pay any reasonable legal and accounting fees without limitation incurred by ChemImage, its subsidiaries, affiliates, its and their directors, officers, employees, agents, investors, or licensors. ChemImage shall provide notice to you promptly of any such claim, suit, or proceeding. ChemImage shall have the right, at its option and expense, to participate in the defense and/or settlement of any claim or action, or to assume the exclusive defense and control of any matter otherwise subject to indemnification by you without relieving your indemnification obligations. In no event shall you settle any suit or claim imposing any liability or other obligations on ChemImage without its prior written consent.

EXPORT CONTROL. ChemImage products, technology, software, and technical data are subject to the United States export regulations under the Export Administration Regulations (“EAR,” 50 C.F.R. Parts 730-774) or the International Traffic in Arms Regulations (“ITAR”). Diversion contrary to U.S. and international law is prohibited.

TERMINATION. You agree that we may, in our sole discretion, terminate or suspend your access to all or part of this site with or without notice and for any reason, including, without limitation, breach of this Agreement. Any suspected fraudulent, abusive, disruptive, or illegal activity may be grounds for terminating your relationship with us and may be referred to appropriate law enforcement authorities.

Unauthorized use of this website (including any violation of these Terms and Conditions) may give rise to a claim for damages and/or be a criminal offense.

JURISDICTION. Your use of the Site and any dispute arising out of such use shall be governed by the laws of the Commonwealth of Pennsylvania, United States.  The state and federal courts located in the Commonwealth of Pennsylvania shall have exclusive jurisdiction over all actions arising herefrom.

 

SEVERABILITY. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, its original intent, and the remaining portions shall remain in full force and effect.
Any failure by us to enforce or exercise any provision of this Agreement or related rights shall not constitute a waiver of that right or provision.

TRANSLATION OF AGREEMENT. If the Agreement is translated into any other language, the English version shall nevertheless remain the official and binding version of the Agreement.  All communications relating to the Agreement shall be conducted in English, and all documentation relating to the Agreement shall be maintained in English.

ENTIRE AGREEMENT. The Agreement and any other terms and conditions of service on this site constitute the entire agreement between you and ChemImage and govern your use of this Site.