1. Acceptance of the Terms and Conditions.
1.1 Valdera, Inc. (herein referred to as the “Valdera,” “we,” “us” or “our”) provides and makes available websites, web-based products, and services (the “Services”). Your use of the Services is governed by and subject to the terms and conditions contained in this Terms of Service (the “Agreement”). Please read this Agreement carefully. By accessing, browsing or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not access, browse or use the Services. If you have entered into another agreement with us concerning specific Services, then the terms of that agreement control where it conflicts with this Agreement.
1.2 You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Service” link on our website. You should look at the Agreement regularly. The revised Agreement will become effective at the time of posting. Any use of the Services after such date shall constitute your acceptance of such revised Agreement. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.
1.3 Your access to and use of the Services is also subject to the Valdera Privacy Policy.
2. Use of the Services.
2.1 Content. The Services contain material, including but not limited to software, text, graphics and images, excluding Buyer Information and Supplier Information (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Services shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
2.2 Trademarks. Any trademarks, service marks, and logos of Valdera (the “Valdera Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Valdera. Other Valdera product and service names located on the Services may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and, collectively with the Valdera Trademarks, the “Trademarks”). Nothing on the Services or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Services without the prior written consent of Valdera specific for each such use. The Trademarks may not be used to disparage Valdera or the applicable third-party, Valdera’s or the third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without Valdera’s prior written consent. All goodwill generated from the use of any Valdera Trademark shall inure to Valdera’s benefit.
2.3 You agree not to: (a) take any action that imposes an unreasonable load on the infrastructure of the Services; (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Services or any activity being conducted on the Services; (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Services; (d) delete or alter any material posted on the Services by Valdera or any other person or entity; or (e) frame or link to any of the materials or information available on the Services.
2.4 The Services contain links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.
2.5 Certain elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by this Agreement. None of the Content on the Services may be retransmitted without the express written consent from Valdera in each instance. Valdera and its licensors own the Services, and retain all rights, title and interest, in and to all intellectual property rights in the Services and any derivative works, changes, corrections, bug fixes, enhancements, updates, modifications, or improvements of any of the Services. Except for your express limited rights to use the Services as set forth in this Agreement, no right, title or interest in the Services is granted to you. Valdera and its licensors reserve all rights not expressly granted in this Agreement. No rights are granted by implication or estoppel.
3. Your Information.
3.1 Definitions. In connection with your use of the Services or your relationship with Valdera, you may provide text, information, communication, or material, such as electronic documents or images, by uploading it to the Services or otherwise transmitting it to Valdera, including via email (“Your Information”). As between you and Valdera, you own Your Information. For purposes of this Agreement: (a) you are a “Buyer” if you are a Valdera customer who may want to purchase chemicals or raw materials; and (b) you are a “Supplier” if you sell or otherwise supply chemicals or raw materials, whether or not you are a registered user of the Services. If you are a Buyer, Your Information may include certain information about you and your business, including but not limited to contact and business information, product characteristics, or requests for information or quotes for the procurement of chemicals or raw materials (“Buyer Information”). If you are a Supplier, Your Information may include certain information about you and your business, including but not limited to contact and business information, product characteristics and pricing, or quotes for chemicals or raw materials (“Supplier Information”).
3.2 Additional Supplier Terms. If you are a Supplier, you hereby agree to the following additional terms:
3.2.1 Valdera may use and make Supplier Information available to Buyers for the limited purposes set forth in this Agreement.
3.2.2 You may use Buyer Information made available to you only for the purposes of: (a) preparing and submitting to Valdera or the Services Supplier Information in response to the specific Buyer request through which you received the Buyer Information; and (b) communicating with Buyer, via the Services, and Valdera in furtherance of a possible business transaction between you and Buyer.
3.2.3 You may not disclose Buyer Information directly or indirectly, to any third party without Buyer’s prior written consent, and you agree to protect all Buyer Information from unauthorized use and disclosure using the same degree of care that you use to protect your own information of like kind (but not less than reasonable care). In the event of actual or threatened breach of the provisions of Section 3.2.2 or 3.2.3, Valdera and Buyer will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to them. You will promptly notify Valdera in writing if you become aware of any violations of the obligations set forth in Section 3.2.2 or 3.2.3. You agree that each Buyer is an intended third-party beneficiary to Sections 3.2.2 and 3.2.3 and is entitled to the rights and benefits set forth herein and may enforce the provisions of these sections as if it were a party hereto.
3.3 Additional Buyer Terms. If you are a Buyer, you hereby agree to the following additional terms:
3.3.1 Valdera may use and make Buyer Information available to Suppliers for the limited purposes set forth in this Agreement.
3.3.2 You may use Supplier Information made available to you only for the purposes of: (a) evaluating Supplier Information in connection with your use of the Services in accordance with the applicable commercial agreement between you and Valdera; and (b) communicating with Supplier, via the Services, and Valdera in furtherance of a possible business transaction between you and Supplier.
3.3.3 You may not disclose Supplier Information directly or indirectly, to any third party without the Supplier’s prior written consent, and you agree to protect all Supplier Information from unauthorized use and disclosure using the same degree of care that you use to protect your own information of like kind (but not less than reasonable care). In the event of actual or threatened breach of the provisions of Section 3.3.2 or 3.3.3, Valdera and its Suppliers will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to them. You will promptly notify Valdera in writing if you become aware of any violations of the obligations set forth in Section 3.3.2 or 3.3.3. You agree that each Supplier is an intended third-party beneficiary to Sections 3.3.2 and 3.3.3 and is entitled to the rights and benefits set forth herein and may enforce the provisions of these sections as if it were a party hereto.
3.4 Valdera Use of Your Information. You hereby grant Valdera and its contractors a non-exclusive, worldwide, royalty-free sublicensable, license, to use, reproduce, publicly display, distribute, modify, create derivative works based on, publicly perform, and translate Your Information as appropriate to provide the Services. Valdera will protect Supplier Information from unauthorized use and disclosure using the same degree of care that it uses to protect its own information of like kind (but not less than reasonable care). Notwithstanding the foregoing, if you are a Buyer, Valdera may use Your Information in accordance with the terms of the applicable commercial agreement between you and Valdera.
3.5 Responsibility and Disclaimers. You are solely responsible for Your Information and agree to indemnify and hold Valdera harmless from any claims, losses, damages, or liabilities arising out of or related to Your Information. Although Valdera and the Services may facilitate communications and exchanges of Your Information between Suppliers and Buyers, Valdera is not involved in and shall not be responsible for any negotiations or contracting processes among Suppliers and Buyers, or for any resulting contract or legal arrangement. Valdera shall not be responsible for the acts or omissions of any third party who is not an agent or contractor of Valdera.
3.6 Valdera may from time to time use and process Your Information and data about your use of the Services for the purpose of creating anonymized statistics and analytics data. Valdera will use such data only for its own internal business purposes, including to maintain and improve its products and services and to monitor and analyze its activities in connection with the performance of such services.
4. Your Account.
4.1 Account Information. You are responsible for all activity that occurs via your account even if that activity is not by you or is without your knowledge or consent. You may not (a) share your account information (except with an authorized account administrator), whether intentionally or unintentionally; or (b) use another person’s account. If applicable, your account administrator may use your account information to manage your use and access to the Services.
4.2 Account Security. You are responsible for taking reasonable steps to maintain the security and control of your account. Valdera may require you to enable multi-factor authentication and provide a phone number or an alternate email for security purposes. Valdera assumes no responsibility for any loss that you may sustain due to a compromise of your account login credentials, or your failure to follow or act on any notices or alerts that we may send to your email address or telephone number. You are responsible for keeping your email address and telephone number up to date in order to receive any notices or alerts that we may send you, and you are also responsible for carefully reviewing any messages purporting to be from Valdera to ensure they are legitimate. We assume no responsibility if you are unable to access your account because you cannot provide the appropriate login credentials, such as a password, email address, or telephone number. If you suspect that your account or any of your security details have been compromised, please contact us immediately.
5. User Conduct. You must not:
5.1 use the Services without, or in violation of, any written agreement with Valdera;
5.2 copy, modify, host, stream, sublicense, or resell the Services;
5.3 enable or allow others to use the Services using your account information;
5.4 access or attempt to access the Services by any means other than the interface we provide or authorize;
5.5 circumvent any access or use restrictions put into place to prevent certain uses of the Services;
5.6 engage in behavior that violates anyone’s Intellectual Property Rights. “Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary right;
5.7 engage in behavior that is unlawful, harmful, threatening, obscene, violent, abusive, tortious, defamatory, libelous, vulgar, lewd, invasive of another’s privacy, hateful, or otherwise objectionable; or
5.8 attempt to disable, impair, or destroy the Services.
6. Disclaimer of Warranties.
6.1 VALDERA, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “VALDERA PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICES OR CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE VALDERA PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE SERVICES OR CONTENT OR ANY OTHER INFORMATION CONVEYED THROUGH THE SERVICES OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF DATA OR INFORMATION STREAMS FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SERVICES AND THE CONTENT AT YOUR OWN RISK.
6.2 THE VALDERA PARTIES DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR FREE OR THAT THE SERVICES, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICES OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO VALDERA PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
6.3 THE SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE VALDERA PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
7. Limitation of Liability.
7.1 IN NO EVENT SHALL ANY VALDERA PARTY BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, MORAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER, REGARDLESS OF CAUSE, INCLUDING LOSSES AND DAMAGES (A) RESULTING FROM LOSS OF USE, DATA, REPUTATION, REVENUE, OR PROFITS; (B) BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, OR OTHER TORTIOUS ACTION; OR (C) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SERVICES.
7.2 THE VALDERA PARTIES’ TOTAL LIABILITY IN ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) US $100; OR (B) THE AGGREGATE AMOUNT THAT YOU PAID FOR ACCESS TO THE SERVICES DURING THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. VALDERA’S SUPPLIERS WILL HAVE NO LIABILITY IN ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT.
7.3 THESE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 7 (LIMITATION OF LIABILITY) APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW EVEN IF (A) A REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE; OR (B) THE COVERED PARTIES KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF DAMAGES.
8. Indemnification.
You agree to defend, indemnify, and hold harmless the Valdera Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Services. Valdera shall provide notice to you of any such claim, suit, or proceeding. Valdera reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests to assist Valdera’s defense of such matter.
9. Termination of the Agreement.
9.1 Valdera reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Services or the Content at any time and for any reason without prior notice or liability. Valdera reserves the right to change, suspend, or discontinue all or any part of the Services or the Content at any time without prior notice or liability.
9.2 Sections 2 (Use of the Services), 3 (Your Information), 6 (Disclaimer of Warranties), 7 (Limitation of Liability), 8 (Indemnification), 9 (Termination of Agreement), and 11 (Miscellaneous) shall survive the termination of this Agreement.
10. You Must Comply with Applicable Laws.
10.1 We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Services or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
10.2 The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
11. Miscellaneous.
This Agreement is governed by the internal substantive laws of the State of California, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of California. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of Valdera to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against Valdera unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Valdera and you, this Agreement constitutes the entire Agreement between you and Valdera with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to our websites might be publicly accessible. Important and private information should be protected by you. Valdera is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.
