Submissions. CarnegieChem®, a division of Carnegie Dartlet LLC, offers areas in the CarnegieChem® Services where you and other users can post or otherwise submit suggestions, feedback, ideas, notes, concepts, or other information or materials to or through the CarnegieChem® Services (collectively, "Submissions").

By posting a Submission, you represent and warrant that:

• You own or otherwise control all of the rights to your Submission, including without implied limitation all copyrights;
• Your Submission is true and accurate;
• Your Submission does not violate the rights of any other person or entity, such as rights of privacy and publicity; and
• Your Submission complies with applicable laws, rules, and regulations.

By sending, posting, or transmitting Submissions to CarnegieChem®, a division of Carnegie Dartlet LLC, (or our designees), you grant CarnegieChem®, a division of Carnegie Dartlet LLC, and our designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), transferable, royalty-free, perpetual, and irrevocable right to use, reproduce, sublicense (through multiple tiers), distribute, create derivative works of, perform, and import your Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to you. In other words, CarnegieChem®, a division of Carnegie Dartlet LLC, has the right to use your Submissions—including reproducing, disclosing, publishing, or broadcasting your Submissions—in any medium and for any purpose. Under no circumstances are you entitled to payment if CarnegieChem®, a division of Carnegie Dartlet LLC, uses one of your Submissions. All Submissions are deemed non-confidential and non-proprietary.

You acknowledge and agree that CarnegieChem®, a division of Carnegie Dartlet LLC, has the right (but not the obligation) to alter, remove, or refuse to post or allow to be posted any Submission. CarnegieChem®, a division of Carnegie Dartlet LLC, takes no responsibility and assumes no liability for any Submission posted by you or any third party. Please use caution when you post a Submission that others can view. CarnegieChem®, a division of Carnegie Dartlet LLC, is not responsible for information that you choose to communicate via Submissions.

Applicable to Mobile Apps: If you choose to use any of our mobile applications (“Mobile Apps”), then CarnegieChem®, a division of Carnegie Dartlet LLC, grants you a limited, non-exclusive, and nontransferable license to download, install, and use the Mobile App for your personal, non-commercial use on a mobile device that you own or control.

You acknowledge and agree that our Mobile Apps are provided under license, not sold to you. You do not acquire any ownership interest in any of our Mobile Apps under the CarnegieChem® Terms or any other rights other than to use a Mobile App in accordance with the license granted and subject to all terms, conditions, and restrictions under the CarnegieChem® Terms. CarnegieChem®, a division of Carnegie Dartlet LLC, and its suppliers reserve and retain their entire right, title, and interest in and to each Mobile App, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in the CarnegieChem® Terms.

We may from time to time develop and provide updates to a Mobile App, which may include upgrades, error corrections, or new features (collectively, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that CarnegieChem®, a division of Carnegie Dartlet LLC, has no obligation to provide Updates or to continue to provide or enable any particular feature or functionality.

Based on your mobile device settings, when your mobile device is connected to the internet, either the Mobile App will automatically download and install all available Updates or you may receive notice of or be prompted to download and install available Updates. You agree to download and install all Updates and acknowledge and agree that a Mobile App may not properly operate if you do not. All Updates are deemed part of the Mobile App and subject to all terms and conditions of the CarnegieChem® Terms.

If you download the Mobile App from a third-party app store such as Google Play or the App Store (“App Platform”), you acknowledge and agree that:

• These CarnegieChem® Terms are an agreement between you and CarnegieChem®, a division of Carnegie Dartlet LLC, and not with the App Platform. As between CarnegieChem®, a division of Carnegie Dartlet LLC, and the App Platform, CarnegieChem®, a division of Carnegie Dartlet LLC, is solely responsible for the Mobile Apps.
• The App Platform has no obligation to provide any maintenance and support services with respect to the Mobile Apps.
• In the event of any failure of the Mobile Apps to conform to any applicable warranty, (i) you may notify the App Platform and the App Platform may refund the purchase price for the Mobile Apps to you (if applicable), (ii) to the maximum extent permitted by applicable law, the App Platform will have no other warranty obligation whatsoever with respect to the Mobile Apps, and (iii) any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty is, as between CarnegieChem®, a division of Carnegie Dartlet LLC, and the App Platform, CarnegieChem®, a division of Carnegie Dartlet LLC, responsibility.
• The App Platform is not responsible for addressing any claims you have relating to the Mobile Apps or your possession and use of the Mobile Apps.
• If a third party claims that a Mobile App infringes another party’s intellectual property rights, as between the App Platform and CarnegieChem®, a division of Carnegie Dartlet LLC, CarnegieChem®, a division of Carnegie Dartlet LLC, is responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by the CarnegieChem® Terms.
• The App Platform and its subsidiaries are third-party beneficiaries of the CarnegieChem® Terms as it relates to your license to the Mobile Apps. Upon your acceptance of the terms and conditions of the CarnegieChem® Terms, the App Platform will have the right (and will be deemed to have accepted the right) to enforce the CarnegieChem® Terms as related to your license of the Mobile Apps against you as a third-party beneficiary thereof.
• You must also comply with all applicable third-party terms when using the Mobile Apps.

7. CONFIDENTIALITY

You or CarnegieChem®, a division of Carnegie Dartlet LLC, may from time to time disclose to the other certain confidential, proprietary, or non-public information (“Confidential Information”).

You agree (i) to use CarnegieChem®, a division of Carnegie Dartlet LLC, Confidential Information in accordance with the provisions of the CarnegieChem® Terms and not to use, access, or permit the use of or access to Confidential Information except as necessary to exercise rights or perform obligations under and in accordance with the CarnegieChem® Terms or as expressly permitted by CarnegieChem®, a division of Carnegie Dartlet LLC, in writing and (ii) to exercise due care in protecting CarnegieChem®, a division of Carnegie Dartlet LLC, Confidential Information from unauthorized use and disclosure.

CarnegieChem®, a division of Carnegie Dartlet LLC, also agrees (i) to use, access, or permit the use of or access to your Confidential Information only as necessary to offer the CarnegieChem® Services and as set forth in the CarnegieChem® Terms and (ii) to exercise due care in protecting your Confidential Information from unauthorized use and disclosure.

You and CarnegieChem®, a division of Carnegie Dartlet LLC, agree that each may disclose the other’s Confidential Information to employees, professional advisers, subcontractors, and agents who have a need to know and are legally bound to keep such information confidential consistent with these CarnegieChem® Terms. You and CarnegieChem®, a division of Carnegie Dartlet LLC, each may disclose the other’s Confidential Information as required by law, in response to a governmental entity request and in any legal proceeding arising from or in connection with the CarnegieChem® Terms.

Without limiting the generality of the foregoing, you further acknowledge and agree that CarnegieChem®, a division of Carnegie Dartlet LLC, may disclose any Confidential Information (i) if we believe that disclosure is reasonably necessary to comply with any law, legal process, or government request; (ii) to enforce our agreements and policies; (iii) to protect the security or integrity of our CarnegieChem® Services; (iv) to protect CarnegieChem®, a division of Carnegie Dartlet LLC, or other customers or the general public from harm or illegal activities; or (v) to respond to an emergency that we believe in good faith requires us to access or disclose data to assist in preventing a death, bodily injury, or other similar harm.

Confidential Information does not include any information that (i) is publicly available through no fault of the receiving party; (ii) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (iii) was properly disclosed to the receiving party, without restriction, by another person without violation of the disclosing party’s rights; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

You and CarnegieChem®, a division of Carnegie Dartlet LLC, each acknowledge and agree that no adequate remedy exists at law for an actual or threatened breach of this Section 7 and that, in the event of an actual or threatened breach of the provisions of confidentiality, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without the requirement to post bond and without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violation of these confidentiality obligations.

8. LINKS TO OTHER WEBSITES AND SERVICES

The CarnegieChem® Services may contain links to third-party websites and services, including social media (collectively, “Linked Services”). Linked Services are not under the control of CarnegieChem®, a division of Carnegie Dartlet LLC, and CarnegieChem®, a division of Carnegie Dartlet LLC, is not responsible for Linked Services or for any information on or available from or through Linked Services. You access Linked Services at your own risk. The inclusion of a link does not imply endorsement by CarnegieChem®, a division of Carnegie Dartlet LLC, of the Linked Services or any association with the operators of the Linked Services. CarnegieChem®, a division of Carnegie Dartlet LLC, does not investigate, verify, or monitor the Linked Services. CarnegieChem®, a division of Carnegie Dartlet LLC, provides links to Linked Services for your convenience only. Please check the URL provided in your browser to see if you are within the CarnegieChem® Services or a third-party domain.

9. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY

CarnegieChem®, a division of Carnegie Dartlet LLC, warrants that CarnegieChem®, a division of Carnegie Dartlet LLC, has validly entered into the CarnegieChem® Terms and has the legal power to do so. You warrant that you have validly entered into the CarnegieChem® Terms and have the legal power to do so.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE CarnegieChem® SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. CarnegieChem®, a division of Carnegie Dartlet LLC, specifically disclaims all warranties, including implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, freedom from defects, uninterrupted use, and all warranties implied from any course of dealing or usage of trade. CarnegieChem®, a division of Carnegie Dartlet LLC, does not warrant that (a) the CarnegieChem® Services will meet your requirements, (b) operation of the CarnegieChem® Services will be uninterrupted or virus- or error-free, or (c) errors will be corrected. Any oral or written advice provided by CarnegieChem®, a division of Carnegie Dartlet LLC, or its authorized agents does not and will not create any warranty. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES WHICH MEANS THAT SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Your use of the CarnegieChem® Services is at your own risk.

YOU AGREE THAT CARNEGIE DARTLET IS NOT LIABLE FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER ARISING IN ANY WAY IN CONNECTION WITH THESE CarnegieChem® TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF CARNEGIE DARTLET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU ALSO AGREE THAT CARNEGIE DARTLET IS NOT LIABLE FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE CarnegieChem® SERVICES.

The disclaimers and limitations in this Section 9 do not purport to limit liability or alter any right that cannot be excluded under applicable law.

CARNEGIE DARTLET’S MAXIMUM LIABILITY FOR DAMAGES ARISING FROM YOUR USE OF THE CarnegieChem® SERVICES IS LIMITED TO FIVE HUNDRED DOLLARS ($500).

You acknowledge and agree that the above limitations of liability together with the other provisions in the CarnegieChem® Terms that limit liability are essential terms and that CarnegieChem®, a division of Carnegie Dartlet LLC, would not grant you the rights set forth in the CarnegieChem® Terms but for your agreement to the above limitations of liability.

IF YOU ARE AN INDIVIDUAL CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless CarnegieChem®, a division of Carnegie Dartlet LLC, and its managers, members, officers, directors, employees, and agents from and against all claims, liabilities, damages, expenses, costs of defense, and reasonable attorneys’ fees brought against CarnegieChem®, a division of Carnegie Dartlet LLC, by any third party arising from use of the CarnegieChem® Services in violation of the CarnegieChem® Terms or applicable law. CarnegieChem®, a division of Carnegie Dartlet LLC, reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. No settlement that affects the rights or obligations of CarnegieChem®, a division of Carnegie Dartlet LLC, may be made without CarnegieChem®, a division of Carnegie Dartlet LLC, prior written approval.

11. GOVERNING LAW; DISPUTE RESOLUTION

All matters related to the CarnegieChem® Services are governed by the laws of the Commonwealth of Massachusetts, United States, as such laws apply to agreements made and performed therein (without giving effect to the principles of conflicts of laws). Unless applicable law requires otherwise, you must institute any legal action or proceeding relating to your access to or use of the CarnegieChem® Services in a state or federal court in Middlesex County, Massachusetts, and you and CarnegieChem®, a division of Carnegie Dartlet LLC, agree to submit to the jurisdiction of, and that venue is proper in, these courts in any legal action or proceeding.

YOU AND CARNEGIE DARTLET AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

Please note: By agreeing to the CarnegieChem® Terms, you explicitly agree that any claim or action that you may otherwise have against CarnegieChem®, a division of Carnegie Dartlet LLC, under the laws of any jurisdiction outside the United States is hereby waived, including claims or actions under the laws of your own country. This provision does not, however, apply if you reside in a jurisdiction that permits you to make your claim in a legally competent court of the jurisdiction where you reside or this provision is otherwise prohibited or restricted by applicable law.

European Union residents: You may have the right to submit a complaint through http://ec.europa.eu/consumers/odr if you are an individual who cannot resolve a dispute with CarnegieChem®, a division of Carnegie Dartlet LLC.

12. ELECTRONIC CONTRACTING

By using the CarnegieChem® Services, you agree that you have electronically signed the CarnegieChem® Terms and you consent to enter into agreements with us electronically.

13. GEOGRAPHIC RESTRICTIONS

The CarnegieChem® Services are controlled, operated, and administered by CarnegieChem®, a division of Carnegie Dartlet LLC, from its offices within the United States, and our policies and procedures are based on United States law. The CarnegieChem® Services are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law. CarnegieChem®, a division of Carnegie Dartlet LLC, does not in any manner warrant or represent that the CarnegieChem® Services, including any content contained thereon, are appropriate or available for use in any particular location. If you choose to access the CarnegieChem® Services, you do so on your own initiative and you are responsible for compliance with all applicable laws.

U.S. export control laws may apply to certain CarnegieChem® Services. You understand and agree that you shall not and shall not permit any third party to, directly or indirectly, export, re-export, or release any part of the CarnegieChem® Services to, or make the CarnegieChem® Services accessible from, any jurisdiction to which export, re-export, or release is prohibited by law.

You represent and warrant that (i) you are not named on any list issued by the Department of the Treasury’s Office of Foreign Asset Control (“OFAC”), or any similar list or by any law, order, rule, or regulation or any Executive Order of the President of the United States, including Executive Order 13224, as a "Specially Designated National and Blocked Person,” terrorist, or other banned or blocked person (hereinafter referred to as a (“Prohibited Person”); (ii) you are not acting directly or indirectly for or on behalf of any Prohibited Person; (iii) you have not conducted nor will conduct business nor have engaged nor will engage in any transaction or dealing with any Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation, including, without limitation, the making or receiving of any contribution of funds, goods, or services to or for the benefit of a Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation; (iv) you are not prohibited by any sanctions program as maintained by OFAC from transacting with CarnegieChem®, a division of Carnegie Dartlet LLC, including those sanctions programs currently in effect with respect to Cuba, Iran, North Korea, Syria, Venezuela, or Crimea. In connection with the foregoing, it is expressly understood and agreed that the representations and warranties contained in this subsection shall be continuing in nature.

14. TERMINATION

These CarnegieChem® Terms automatically terminate when you fail to comply with any term or condition of them. CarnegieChem®, a division of Carnegie Dartlet LLC, may terminate the CarnegieChem® Services or modify your access to the CarnegieChem® Services, with or without notice to you, at any time for any reason. For example, CarnegieChem®, a division of Carnegie Dartlet LLC, may prohibit your use of the CarnegieChem® Services if CarnegieChem®, a division of Carnegie Dartlet LLC, believes that you are a minor.

Termination will not limit any of CarnegieChem®, a division of Carnegie Dartlet LLC’s other rights or remedies. Sections 5, 7, 9, 10, 11, 13, 15, 16, together with any other provision that must survive in order to give proper effect to the intent and purpose of the CarnegieChem® Terms, shall survive termination.

15. CLAIMS OF COPYRIGHT INFRINGEMENT

We respond to notices of alleged infringement as required by the U.S. Digital Millennium Copyright Act (“DMCA”) or any other similar applicable law, including by removing or disabling access to material claimed to be the subject of infringing activity. If you have a good faith belief that your work has been copied in a way that constitutes copyright infringement or that your intellectual property rights otherwise have been violated in or through the CarnegieChem® Services, please send your claim or notice of infringement to our copyright agent at:

By mail:
CarnegieChem®, a division of Carnegie Dartlet LLC,
Attn: Copyright Agent/Legal
210 Littleton Road, Suite 100
Westford, MA 01886

By email: legal@carnegiedartlet.com

Our copyright agent will only respond to notices and inquiries that comply with the requirements of the DMCA. Please see www.copyright.gov for more information.

Upon receipt of notification complying with the DMCA, CarnegieChem®, a division of Carnegie Dartlet LLC, will take steps to remove or disable access to any infringing material and remove or disable access to any link to infringing material. Notifications must include ALL of the following:

1. A physical or electronic signature of the persons authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;
2. A description of the copyrighted work that you claim has been infringed;
3. A description of where in the CarnegieChem® Services the material that you claim is infringing is located;
4. Contact information reasonably sufficient to permit CarnegieChem®, a division of Carnegie Dartlet LLC, to contact you;
5. 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; and
6. A statement by you, made under penalty of perjury, that the information in your notification to CarnegieChem®, a division of Carnegie Dartlet LLC, is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

16. MISCELLANEOUS

1. Separate written agreements with CarnegieChem®, a division of Carnegie Dartlet LLC’s clients (“Other Agreement”) may apply to your right to use certain CarnegieChem® Services. If you are subject to any Other Agreement to use the CarnegieChem® Services, then the Other Agreement, rather than these CarnegieChem® Terms, may apply to your use of the CarnegieChem® Services to which the Other Agreement applies. If an Other Agreement and these CarnegieChem® Terms conflict, then the terms and conditions in the Other Agreement shall prevail with respect to the conflict.
2. Neither party shall be liable to the other party for delays or failures in performance under the CarnegieChem® Terms resulting from acts beyond the reasonable control of such party, including acts of God; riots or other civil unrest; failure of adequate power or other utilities or transportation; acts of war or terrorism or terrorist threats; government order or other action by any governmental authority; national or regional emergency; and flood, fire, earthquake, pandemics, and other similar events, regardless of whether reasonably foreseeable (each, a “Force Majeure Events”). The party whose performance or attempts to cure is delayed or prevented must provide the other party written notice within ten (10) business days of the Force Majeure Event and exercise commercially reasonable efforts to resume performance or cure as soon as possible.
3. For the purposes of the CarnegieChem® Terms, a "business day" shall mean any day, excluding Saturdays and Sundays, on which commercial banks located in Massachusetts are required by law to accept deposits.
4. These CarnegieChem® Terms and our Privacy Policy contain the entire understanding by and between CarnegieChem®, a division of Carnegie Dartlet LLC, and you with respect to the CarnegieChem® Services.
5. These CarnegieChem® Terms inure to the benefit of and are binding on our and your successors and assigns, respectively.
6. CarnegieChem®, a division of Carnegie Dartlet LLC, may assign the CarnegieChem® Terms to a successor in interest (in whole or in part), but you may not assign the CarnegieChem® Terms without the prior express written consent of CarnegieChem®, a division of Carnegie Dartlet LLC.
7. If any provision of the CarnegieChem® Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision was not used.
8. If CarnegieChem®, a division of Carnegie Dartlet LLC, fails or you fail to perform any obligation under the CarnegieChem® Terms and the other party does not enforce such obligation, the failure to enforce on any occasion will not constitute a waiver of any obligation and will not prevent enforcement on any other occasion.
9. Nothing contained in the CarnegieChem® Terms creates a relationship or partnership, joint venture, or agency between CarnegieChem®, a division of Carnegie Dartlet LLC, and you.
10. If CarnegieChem®, a division of Carnegie Dartlet LLC, is or you are prevented from performing or unable to perform any obligation under the CarnegieChem® Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party's performance will be extended for the period of delay or inability to perform due to such cause.
11. Headings and captions are for convenience only.

QUESTIONS AND FEEDBACK

If you have questions or feedback about the CarnegieChem® Terms, please contact us at:

CarnegieChem®, a division of Carnegie Dartlet LLC
Attn: Legal
210 Littleton Road, Suite 100
Westford, MA 01886

Please also use the above address to send us any legal notice about the CarnegieChem® Services.

Copyright © 2020 CarnegieChem®, a division of Carnegie Dartlet LLC. All rights reserved.