Last Updated: March 23, 2026
Please read these Terms of Use ("Terms") carefully. These Terms are entered into by and between The Human Chemical Company or its affiliates or related entities ("Human Chemical," "we," "us," or "our") and you, and govern your access to and use of (a) the website located at https://humanchemical.com/ and its subdomains, and any of Human Chemical's other websites on which a link to these Terms appears (collectively, the "Website"), (b) Human Chemical's proprietary software-as-a-service platform (the "Platform"), including any associated applications which link to these Terms (each, an "Application"), and the information, tools, and services made available via the Website or the Platform (collectively, with the Website and Applications, the "Services").
If you are accessing the Services through your employer or organization, your employer or organization may have entered into a Master Services Agreement or similar agreement with Human Chemical ("MSA") that governs the overall provision of the Services. These Terms apply to you as an individual user of the Services. To the extent of any inconsistency between these Terms and an applicable MSA, the MSA shall prevail to the extent of such inconsistency.
By clicking on the "I Accept" button, browsing the Website, completing the registration process, downloading an Application, using the Platform, or otherwise accessing or using any of the Services, you represent that (1) you have read, understand, and agree to be bound by these Terms, (2) you are of legal age to form a binding contract with Human Chemical, (3) you have the authority to enter into these Terms personally or on behalf of the legal entity identified during the Account registration process, and to bind that legal entity to these Terms, and (4) if you are accessing the Services through your employer or organization, you are authorized by such employer or organization to access and use the Services. The terms "you" and "User" refer to the individual or such legal entity, as applicable. If you do not agree with any part of these Terms, you may not access or use any of the Services. These Terms are subject to change as set forth in Section 14.1.
1. Scope of Services.
1.1. The Platform is accessed via the Website, the internet, and/or the Application and enables Users to research the use and handling of synthetic chemicals. The specific Services made available to you will be determined by your employer or organization through the applicable MSA. The information and tools that we make available through the Services are provided for educational and informational purposes only. While we hope you find the Services useful to you, they are in no way intended to provide certainty, to recommend a particular product, or to otherwise substitute for your judgment.
1.2. AI Tools, Inputs, and Outputs.
The Services utilize artificial intelligence tools and technologies ("AI Tools") to generate responses and other content. When you submit information, data, queries, or other materials to the Services ("Input"), the Services may generate responses, recommendations, analyses, or other content based on such Input ("Output"). You acknowledge and agree that: (a) Outputs are generated by AI Tools and may not be accurate, complete, current, or free from errors, and may contain content that is similar or identical to content generated for other users or available from third-party sources; (b) you are solely responsible for evaluating, verifying, and determining the appropriateness of any Output before relying upon or using such Output for any purpose; (c) Outputs do not constitute professional, scientific, regulatory, or legal advice; (d) Human Chemical does not represent or warrant that any Output is accurate, reliable, or suitable for any particular purpose; and (e) your Inputs may be processed by third-party AI service providers in connection with the delivery of the Services, and you should not submit any information through the Services that you are not authorized to share or that is subject to confidentiality obligations that would prohibit such processing. As between you and Human Chemical, you are solely responsible for any decisions made or actions taken in reliance on any Output.
1.3. Modifications to the Services.
Human Chemical reserves the right, in its sole discretion, to modify, update, suspend, or discontinue any feature or functionality of the Services at any time, with or without notice. Human Chemical shall not be liable to you or any third party for any such modification, suspension, or discontinuance.
1.4. Beta Services.
The Services may include certain trial, pilot, or beta products, features, or functionality ("Beta Services"). Human Chemical may, in its sole discretion, permit you to access Beta Services from time to time. You acknowledge that any Beta Services are in a pre-release or beta stage of development, may contain bugs, errors, or other defects, and may not operate as intended. Your use of any Beta Services is at your own risk. Human Chemical may modify, suspend, or discontinue any Beta Services at any time without notice or liability. If you are given access to Beta Services, you agree to provide Feedback to Human Chemical concerning the functionality and performance of the Beta Services from time to time as reasonably requested by Human Chemical. Beta Services are provided "AS IS" and "AS AVAILABLE" without warranty of any kind, and all disclaimers and limitations of liability set forth in these Terms apply with full force to Beta Services.
2. Account Registration
2.1. Registration Information.
You must register an account with Human Chemical (an "Account") to access certain features of the Services. Registration may require you to provide us with your name, email address, and other information specified in the registration form ("Registration Information") and to select a username and password that will be associated with your Account. You agree that your Registration Information is true, accurate, current, and complete, and you will promptly update your Registration Information as necessary so that it continues to be true, accurate, current, and complete. We may attempt to verify the accuracy of the Registration Information that you have provided and update it as necessary. Your Account may be provisioned, managed, or restricted by your employer or organization in accordance with an MSA. Your employer or organization may control your access to certain features of the Services and may have the ability to access, modify, or disable your Account.
2.2. Account Security.
You are solely responsible for maintaining the confidentiality and security of your Account username and password, and you may not permit another person to use your username and password to access the Services. You are responsible for all activity that occurs under your Account, and you accept full responsibility for any unauthorized use or access. If you believe that the security of your Account information has been compromised, you agree to immediately change your username and password through the Account settings feature or notify us and we will assist you.
3. License to the Services; Restrictions
3.1. License Grant.
Subject to your compliance with these Terms and the MSA, you are granted a limited, non-exclusive, non-transferable and non-sublicensable license to access and use the Services solely for your internal business purposes in connection with the research, use, and handling of synthetic chemicals. The scope of the Services available to you will be determined by your employer or organization.
3.2. User Responsibility.
You are solely responsible for evaluating the information obtained from the Services and for your use or misuse of such information. The Services do not constitute professional advice, and you shall not rely on the Services as a substitute for the exercise of your own independent professional judgment. You agree that you shall be solely responsible for your compliance with all laws, regulations, and standards of professional practice applicable to you and your use of the Services.
3.3. Restrictions.
You shall not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Services, except as expressly permitted in these Terms or the MSA. Without limiting the foregoing, you agree that you will not engage in any of the following activities in connection with your use of the Services: (a) use, display, modify, adapt, translate, mirror, or frame the Services or any component thereof, or Human Chemical's trademarks, logos, or other proprietary information, without the prior written consent of Human Chemical; (b) copy, reproduce, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber the Services or any component thereof; (c) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party, except as expressly permitted under the MSA; (d) remove any copyright, trademark, or other proprietary rights notices contained within the Services, including those of Human Chemical and any of its licensors; (e) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services; (f) attempt to circumvent any protective technological measure associated with the Services; (g) use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, data mining tools, or the like) to scrape, extract, download, or otherwise access the content of the Services, except through the interfaces expressly provided by Human Chemical; (h) use the Services, Third-Party Services, or Third-Party Content for the purposes of developing, or having developed, any products or services competitive with the Services; (i) interfere with or disrupt the Services or the associated computer or technical delivery systems, including, without limitation, by sending a virus, overloading, flooding, spamming, or otherwise impairing the proper functioning of the Services; (j) disclose information or use the Services in violation of any applicable law or regulation, including any applicable privacy or data protection laws; and (k) use any of the Services in any manner not permitted by these Terms or the MSA, including, without limitation, using the Services for machine learning or training of artificial intelligence models or tools.
4. Third-Party Services and Content.
These Terms do not apply to any third-party websites, services, technology, or applications accessible through or otherwise connected to the Services but not provided by Human Chemical (each, a "Third-Party Service"), or to any Human Chemical properties or services that display a link to different terms of use. Third-Party Services are subject to the terms and conditions of the applicable third-party service provider, rather than these Terms. Certain features of the Services may use or integrate Third-Party Services, including third-party AI service providers. In using such Third-Party Services, Human Chemical may share User Content, including your Inputs, with providers of such Third-Party Services for the purpose of delivering the Services. Human Chemical may also make available certain third-party content on the Platform (collectively, "Third-Party Content"). Third-Party Services and Third-Party Content are not under the control of Human Chemical, and Human Chemical is not responsible for any Third-Party Services or Third-Party Content. Human Chemical does not review, approve, monitor, endorse, warrant, or make any representations with respect to any Third-Party Services or Third-Party Content, and provides Third-Party Content for informational purposes only. You shall not (a) aggregate, share, disclose, distribute, or create derivative works of any Third-Party Content, including, without limitation, for any AI training, machine learning, or content generation purposes; or (b) attempt to identify an individual's identity using the Third-Party Services or Third-Party Content. The Third-Party Services and Third-Party Content are owned by third parties, and such third parties may enforce their rights directly against you for any breach of this Section 4. Your use of any Third-Party Services may be subject to additional terms presented to you when you access such Third-Party Services, and such additional terms shall govern your use thereof.
5. User Content.
5.1. License to User Content.
Certain Services enable Users to submit content, which may include, without limitation, text, images, data, reports, and other materials ("User Content"). User Content does not include Registration Information. User Content includes your Inputs and Outputs. As between you and Human Chemical, you retain all rights, title, and interest in and to your User Content. When you submit User Content through the Services, you hereby grant to Human Chemical a non-exclusive, worldwide, royalty-free license to access and use such User Content for the purposes of providing, maintaining, and supporting the Services in accordance with these Terms.
5.2. Performance Data.
Human Chemical may collect, generate, and use aggregated, de-identified, or anonymized data derived from your use of the Services that does not identify you or any individual ("Performance Data"). Performance Data does not include any User Content. As between you and Human Chemical, all right, title, and interest in and to Performance Data, and all intellectual property rights therein, belong to and are retained solely by Human Chemical. Human Chemical may use Performance Data for any lawful purpose, including to analyze, improve, and operate the Services. The collection and use of such data shall be subject to our Privacy Policy.
5.3. Responsibility for User Content.
You agree that you are solely responsible for all User Content that you submit through the Services. You represent and warrant that you are either the sole and exclusive owner of all User Content or you have all rights, licenses, consents, and releases that are necessary to grant us the rights in such User Content as specified in these Terms.
5.4. Compliance with Laws.
You are solely responsible for ensuring that the User Content that you make available through the Services complies with all applicable laws and regulations, including, without limitation, those relating to privacy and data protection. If you provide any personally identifiable information through the Services, you confirm that you have obtained all necessary consents and authorizations from the applicable individuals and any other relevant parties as required by applicable law. You shall be solely responsible for any claims arising from your failure to de-identify or receive appropriate authorizations and consent for any User Content that you submit through the Services.
5.5. Prohibited Content.
You agree that you will not use the Services to make available User Content, including any Input, that: (a) you do not have the right to make available under any contractual or fiduciary agreement or law; (b) infringes, misappropriates, or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (c) results in the violation of any applicable law or regulation, including any applicable privacy or data protection laws; (d) is unlawful, harmful, obscene, defamatory, threatening, harassing, abusive, slanderous, offensive, or embarrassing to any other person or entity; (e) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (f) promotes illegal activity; (g) is fraudulent, false, misleading, or deceptive; (h) constitutes an advertisement or solicitation of business; (i) contains viruses, malware, or other harmful computer code designed to interrupt, destroy, or limit the use of any computer software or hardware; (j) contains sensitive personal information, including but not limited to social security numbers, financial account numbers, health or medical information, biometric data, or other categories of data subject to heightened protection under applicable law, unless expressly authorized by Human Chemical in writing; or (k) contains information that you are prohibited from disclosing under applicable confidentiality obligations or law.
6. Fees.
Access to certain features of the Services may require the payment of fees, which may be set forth in an applicable MSA ("Fees"). Your employer or organization may be responsible for the payment of Fees, and your access to the Services may be contingent upon such payment. Human Chemical may suspend or terminate your Account or access to the Services in the event of non-payment of Fees.
7. Monitoring.
Human Chemical may, but is not obligated to, monitor, investigate, pre-screen, remove, refuse, or review the Services and User Content at any time without notice. Without limiting the foregoing, Human Chemical reserves the right to: (a) remove or refuse to post any User Content for any or no reason in its sole discretion; (b) take any action with respect to any User Content that Human Chemical deems necessary or appropriate, including if Human Chemical believes that such User Content violates these Terms, infringes any intellectual property right or other right of any person or entity, or could create liability for Human Chemical; (c) investigate your use of the Services to comply with any applicable law, regulation, government request, or legal process; (d) take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Services; and (e) terminate or suspend your access to all or part of the Services for any or no reason, including any violation of these Terms. You hereby provide your irrevocable consent to such monitoring and acknowledge that you have no expectation of privacy concerning the transmission of User Content.
8. Term and Termination.
8.1. Term.
The term of these Terms commences on the date you first accept these Terms (as described in the preamble above) and continues in full force and effect while you use the Services, unless earlier terminated in accordance with this Section 8.
8.2. Termination by Human Chemical.
Human Chemical may, in its sole discretion, suspend or terminate your Account or access to the Services, in whole or in part, at any time, with or without cause, and with or without notice. Without limiting the foregoing, Human Chemical may terminate your access to the Services immediately and without notice if you have materially breached any provision of these Terms, or if Human Chemical is required to do so by law. Human Chemical shall not be liable to you or any third party for any such suspension or termination.
8.3. Effect of MSA Termination.
Where your use of the Services is governed by an MSA, your right to access and use the Services shall automatically terminate upon the expiration or termination of the MSA, without any further action required by either party.
8.4. Termination by User.
You may terminate these Terms at any time by closing your Account through the applicable Account settings or by contacting Human Chemical at the email address set forth in Section 14.10.
8.5. Effect of Termination.
Upon any termination or expiration of these Terms, your right to access and use the Services shall immediately cease, and Human Chemical may delete any User Content associated with your Account from its live databases. All provisions of these Terms which by their nature should survive termination shall survive, including, without limitation, ownership provisions, confidentiality obligations, warranty disclaimers, indemnification obligations, and limitations of liability.
9. Proprietary Rights.
9.1. Ownership.
As between you and Human Chemical, and except with respect to User Content, you agree that Human Chemical and its suppliers own all rights, title, and interest in the Services (including but not limited to, any computer code, themes, objects, concepts, methods of operation, documentation, and Human Chemical software), including any enhancements, improvements, or derivatives thereto. All rights not expressly granted herein are reserved by us and our respective licensors, as applicable. Human Chemical's name and all related stylizations, graphics, logos, service marks and trade names used on or in connection with any Services are the trademarks of Human Chemical and may not be used without permission in connection with your, or any third-party, products or services. Third-party trademarks, service marks, and trade names that may appear on or in the Services are the property of their respective owners.
9.2. Feedback.
If you provide Human Chemical with any feedback, suggestions, ideas, comments, or other input regarding the Services ("Feedback"), Human Chemical may freely use and incorporate such Feedback in connection with its business, products, and services without restriction or compensation to you. Feedback is provided on a voluntary, non-confidential basis, and Human Chemical is under no obligation to use or implement any Feedback.
10. Confidentiality.
In connection with your access to and use of the Services, Human Chemical may disclose or make available to you certain non-public, confidential, or proprietary information. "Confidential Information" means any and all information disclosed or made available to you by or on behalf of Human Chemical, whether orally, in writing, electronically, or by any other means, including, without limitation: the Services, the Platform, and the Website, including their features, functionality, user interface, design, layout, content, and any component thereof and any other information that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential. You agree that you shall: (a) hold all Confidential Information in strict confidence; (b) not disclose any Confidential Information to any third party without the prior written consent of Human Chemical; (c) not use any Confidential Information for any purpose other than as necessary to access and use the Services in accordance with these Terms; and (d) protect the Confidential Information from unauthorized use, access, or disclosure using at least the same degree of care you use to protect your own confidential information, but in no event less than a reasonable degree of care. The foregoing obligations shall not apply to any information that: (i) is or becomes generally available to the public through no act or omission of yours; (ii) was in your lawful possession without restriction on disclosure prior to its disclosure by Human Chemical; (iii) is received by you from a third party without restriction on disclosure and without breach of any obligation of confidentiality; or (iv) is independently developed by you without use of or reference to the Confidential Information. Your obligations under this Section shall survive the termination or expiration of these Terms.
11. Indemnification.
You agree to indemnify and hold Human Chemical and its affiliates, officers, directors, employees, agents, licensors, and suppliers (collectively, the "Human Chemical Parties") harmless from and against any losses, costs, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your User Content or Inputs; (b) your use of the Services in violation of these Terms; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules, or regulations. This indemnification obligation shall survive any termination of these Terms.
12. ADDITIONAL DISCLAIMERS.
12.1. Disclaimer of Warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. HUMAN CHEMICAL AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS, COMPREHENSIVENESS, SUITABILITY, AND COMPATIBILITY, SUBJECT TO THE LAWS OF ANY JURISDICTIONS THAT DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES. WITHOUT LIMITING THE FOREGOING, HUMAN CHEMICAL MAKES NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (a) THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE INFORMATION, DATA, OR CONTENT OBTAINED THROUGH THE SERVICES, INCLUDING ANY OUTPUT OR THIRD-PARTY CONTENT, WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR (d) THE SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE.
12.2. Informational Purposes; No Professional Advice.
THE SERVICES ARE PROVIDED FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL, SCIENTIFIC, REGULATORY, OR LEGAL ADVICE. HUMAN CHEMICAL DOES NOT WARRANT OR REPRESENT THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES, INCLUDING ANY OUTPUT, REGARDING SYNTHETIC CHEMICALS, INCLUDING THEIR USE, HANDLING, SAFETY, OR REGULATORY STATUS, IS ACCURATE, COMPLETE, OR UP TO DATE. YOU ARE SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING ANY INFORMATION OBTAINED THROUGH THE SERVICES BEFORE RELYING UPON IT. AS BETWEEN YOU AND HUMAN CHEMICAL, YOU BEAR ALL RISK ASSOCIATED WITH ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON INFORMATION OBTAINED THROUGH THE SERVICES.
12.3. Third-Party Disclaimers.
HUMAN CHEMICAL IS NOT RESPONSIBLE FOR AND ASSUMES NO LIABILITY FOR ANY TECHNICAL MALFUNCTION, INABILITY TO ACCESS THE SERVICES, OR OTHER PROBLEMS RELATED TO OR ARISING FROM ANY THIRD-PARTY HARDWARE OR SOFTWARE, INCLUDING ANY THIRD-PARTY SERVICE. YOU ACKNOWLEDGE AND AGREE THAT HUMAN CHEMICAL IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD HUMAN CHEMICAL LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING PROVIDERS OF THIRD-PARTY SERVICES AND THIRD-PARTY CONTENT, AND THAT THE RISK OF INJURY OR DAMAGE FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
12.4. Beta Services.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS OF THIS SECTION 12, BETA SERVICES ARE OFFERED SOLELY FOR EXPERIMENTAL AND EVALUATION PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED, SUSPENDED, OR DISCONTINUED AT HUMAN CHEMICAL'S SOLE DISCRETION WITHOUT NOTICE OR LIABILITY. THE PROVISIONS OF THIS SECTION 12 APPLY WITH FULL FORCE TO SUCH BETA SERVICES. HUMAN CHEMICAL SHALL HAVE NO LIABILITY OF ANY KIND ARISING FROM YOUR USE OF ANY BETA SERVICES.
12.5. Artificial Intelligence.
YOU ACKNOWLEDGE THAT THE SERVICES LEVERAGE CERTAIN AI TOOLS AND THAT ARTIFICIAL INTELLIGENCE SYSTEMS ARE A RAPIDLY EVOLVING FIELD OF TECHNOLOGY. THE PROBABILISTIC NATURE OF ARTIFICIAL INTELLIGENCE MEANS THE SERVICES MAY NOT ALWAYS PRODUCE ACCURATE, COMPLETE, OR INTENDED RESULTS. OUTPUTS MAY CONTAIN INACCURACIES, ERRORS, OR OMISSIONS, INCLUDING WITH RESPECT TO THE USE, HANDLING, SAFETY, OR REGULATORY STATUS OF SYNTHETIC CHEMICALS. YOU ACKNOWLEDGE THAT NO WARRANTIES ARE MADE BY HUMAN CHEMICAL WITH RESPECT TO THE SPECIFIC RESULTS OF THE SERVICES OR ANY OUTPUT. HUMAN CHEMICAL HAS NO OBLIGATION TO MONITOR, SUPERVISE, REVIEW, VERIFY, CORRECT, OR INTERVENE IN ANY INPUTS, OUTPUTS, OR OTHER RESULTS OF THE SERVICES. HUMAN CHEMICAL DOES NOT GUARANTEE THAT YOUR USE OF THE SERVICES OR ANY OUTPUT WILL COMPLY WITH APPLICABLE LAWS AND REGULATIONS OR THAT FUTURE LAWS AND REGULATIONS WILL NOT IMPACT YOUR USE THEREOF. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ALL OUTPUTS AND FOR ENSURING THAT YOUR USE OF THE SERVICES AND ANY OUTPUT COMPLIES WITH ALL APPLICABLE LAWS.
13. Limitation of Liability.
13.1. Exclusion of Damages.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE HUMAN CHEMICAL PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, WHETHER OR NOT HUMAN CHEMICAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, OR ANY COMMUNICATIONS OR INTERACTIONS WITH THIRD PARTIES THROUGH THE SERVICES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES; (b) ANY DATA, INFORMATION, OR CONTENT OBTAINED THROUGH THE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (e) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY. ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION. REMEDIES UNDER THESE TERMS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A HUMAN CHEMICAL PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A HUMAN CHEMICAL PARTY'S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A HUMAN CHEMICAL PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.
13.2. Basis of the Bargain.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HUMAN CHEMICAL AND YOU. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
14. Miscellaneous.
14.1. Changes to Terms.
Human Chemical reserves the right to update or modify these Terms at any time, at its sole discretion. When changes are made, Human Chemical will make a copy of the updated Terms available at the Website and update the "Last Updated" date at the top of these Terms. If we make any material changes to the Terms, we will provide notice of such material changes on the Website and attempt to notify you by sending an email to the email address associated with your Account (if applicable). Any changes to these Terms will be effective immediately for new users of the Services and will be effective for existing users upon the earlier of (a) thirty (30) days after the "Last Updated" date at the top of these Terms, or (b) your consent to and acceptance of the updated Terms if Human Chemical provides a mechanism for your immediate acceptance in a specified manner (such as a click-through acceptance), which Human Chemical may require before further use of the Services is permitted. By continuing to use the Services after any changes are posted, you acknowledge and accept the revised Terms. If you do not agree to the updated Terms, you must stop using the Services.
14.2. Governing Law; Jurisdiction.
These Terms and any action related thereto shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. You and Human Chemical agree to submit to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York, for the resolution of any disputes arising out of or relating to these Terms or the Services. Each party hereby irrevocably waives any objection to such venue, including on the basis of inconvenient forum.
14.3. Entire Agreement.
These Terms, together with the MSA (if applicable), constitute the entire and exclusive understanding and agreement between Human Chemical and you regarding the Services and supersede and replace any and all prior discussions between Human Chemical and you regarding the Services.
14.4. Assignment.
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Human Chemical may assign or transfer these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
14.5. Notices.
Any notices or other communications permitted or required hereunder, including those regarding material modifications to these Terms, will be in writing and given: (a) by Human Chemical to you, via email to the email address associated with your Account; or (b) by you to Human Chemical, by contacting Human Chemical at the email set forth in Section 14.10. Notice from Human Chemical shall be deemed given when the email is sent to the email address associated with your Account, regardless of whether such email is actually received. Notice from you shall be deemed given when actually received by Human Chemical at the address specified above. If the notice relates to a material breach of these Terms, the notifying party shall reference the applicable section of these Terms giving rise to such notice.
14.6. No Waiver; Severability.
Our failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
14.7. Export Control.
You may not use, export, import, or transfer any Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Human Chemical are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Human Chemical products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
14.8. Electronic Communications.
The communications between you and Human Chemical may take place via electronic means, whether you visit the Services or send Human Chemical emails, or whether Human Chemical posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Human Chemical in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Human Chemical provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
14.9. No Third-Party Beneficiaries; Independent Contractors.
These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. The relationship between Human Chemical and you is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
14.10. Contact Us.
If you have questions about the Services or these Terms, please contact us at support@humanchemical.com.