TERMS AND CONDITIONS – INSIGHTCHEM.COM
Effective Date of these Terms and Conditions: April 17, 2024
Date of the Latest Update: April 19, 2024
InsightChem LLC (“InsightChem”), a limited liability company organized under the laws of the state of Delaware, owns and manages the website Insightchem.com (the “Website”). The Website offers a set of chemicals/materials for sale strictly and exclusively for research purposes, as set out in these Terms and Conditions.
InsightChem seeks to ensure all Users understand and comply with the obligations set forth in these Terms and Conditions. In furtherance of this objective, it is crucial for all Users of the Website to understand their legal obligations and rights with respect to the Website and the products offered for sale thereon. InsightChem encourages Users to carefully review these Terms and Conditions, in full, as they govern the usage of the Website, the purchase of products, and the permitted usage thereof. A User’s usage of the Website shall be conditional upon the User’s acceptance of these Terms and Conditions, in full and without restriction.
I. DEFINITIONS
When used in these Terms and Conditions, the following capitalized terms shall be defined as follows:
“Dispute” shall refer to all disputes between a User and InsightChem arising out of or relating to these Terms and Conditions.
“Products” shall refer to chemicals/materials sold by InsightChem as made available for sale and purchase on the Website.
“Terms” or the “Terms and Conditions” shall refer to these Terms and Conditions, as modified by InsightChem.
“Users” shall refer to users of the Website collectively, and the term “User” shall refer to each user of the Website individually.
II. APPLICATION OF THESE TERMS AND CONDITIONS
2.1 Binding Terms and Conditions
These Terms and Conditions shall be binding and applicable to all Users of the Website. Any usage of the Website, even accessing or browsing, shall be deemed to be an acceptance of these Terms and Conditions in full.
If a User does not agree with any portion of these Terms and Conditions, the User’s sole recourse shall be to not access or use the Website.
2.2 Updates to these Terms and Conditions
InsightChem may update, change, amend or revise these Terms and Conditions at any time at InsightChem’s discretion. The most recent version of these Terms and Conditions shall be published and available for review on the Website. These Terms and Conditions shall specify the date of the latest revision thereof.
InsightChem shall undertake to notify Users prior to making any significant changes to these Terms and Conditions. While InsightChem shall use reasonable efforts to notify Users of changes to these Terms and Conditions, InsightChem does not guarantee that Users shall be informed of changes prior to their publication on the Website. For this reason, all Users are encouraged to periodically review these Terms and Conditions to ensure they are aware of and compliant with the latest version of these Terms and Conditions.
All updates to these Terms and Conditions shall be binding as of their publication on the Website. Any usage of the Website pursuant to the publication of the updated Terms and Conditions shall constitute the User’s agreement to be bound by the updated Terms and Conditions.
III. REPRESENTATIONS AND WARRANTIES
To be eligible to access the Website and purchase Products offered thereon, every User confirms as follows:
- The User is at least eighteen (18) years old, or reached the minimum age as per the User’s country of residence, whichever is higher.
- The User possess the required authority and capacity to use the Website and be bound by these Terms and Conditions.
- The User has been informed that the Products are regulated chemicals, and can only be purchased and used for research purposes. Any other usage of the Products is strictly prohibited, and may give rise to sanctions.
- The User is not subject to any restrictions that would prevent the User from using the Website and/or purchasing the Products featured on the Website in the User’s country of residence.
- The User shall ensure that all personal data provided to InsightChem is accurate, true, complete and current to the best of the User’s knowledge. The User shall be responsible for updating any personal data submitted which becomes outdated, expired or no longer true.
- The User shall be responsible for the payment of any Products purchased on the Website. To this effect, the User confirms that the User is the sole owner or the lawful possessor of the payment information (such as the User’s credit card, PayPal account or other information) provided to InsightChem and the User further authorizes InsightChem to charge the User’s payment information for any purchases made on or via the Website.
- Upon logging on to the Website, the User agrees to release and discharge InsightChem, its owners, employees, members, providers and third party contractors from any and all liability and claims that may arise out of the User’s usage of the Website, as further specified in these Terms and Conditions.
IV. PRODUCT INFORMATION
4.1 Permitted Usage
The Products are not intended to be used as food additives, drugs, cosmetic products, household products and/or household chemicals. The Products are not intended to be used by diagnostic purposes in foods, drugs, medical devices or cosmetics and in connection with humans or animals.
Users who proceed with the purchase of the Products agree: (i) to use the Products solely for research purposes; (ii) not to use the Products for any other purposes; (iii) not to obscure any intellectual property notice present on the Products; (iv) to have the Products used and handled exclusively by qualified and trained individuals; (v) to use the Products in accordance with the instructions and guidelines provided by InsightChem if applicable; (vi) that the Products have not been sterilized or tested by InsightChem; and (vii) that InsightChem does not provide any guarantees or warranties with regard to the Products and their safety. Users therefore agree to use the Products at their sole risk, without warranty or guarantee by InsightChem.
Considering the Products shall not be tested and sterilized by InsightChem, Users shall be responsible for properly and thoroughly testing the Products using standard methods and practices which would be employed by a professional in the scientific field and in strict compliance with applicable laws and regulations.
4.2 Acknowledgements
Users acknowledge that the publication and listing of Products on the Website shall not constitute a license to use the Products in infringement of any patent and/or intellectual property rights. Users confirm being aware of the safety and health hazards associated with the usage of the Products. Users agree that the Products may only be handled and used by trained and qualified individuals.
Users acknowledge that the Products may be subject to governmental regulations and laws regarding the use and exposure to such Products. Users shall be responsible for complying with all applicable laws and regulations relating to the Products.
Users acknowledge that the Products may not be on the Toxic Substances Control Act (TSCA) inventory. Users shall be responsible for assuring that the Products purchased from InsightChem are approved for use under TSCA, if applicable.
4.3 Notice of Intellectual Property and Prohibited Commercialization
The Products may contain an intellectual property notice displaying Product information and risks. Users agree not to remove, obscure, or alter any notice of intellectual property rights present on or in the Products or any portion thereof.
Users confirm to InsightChem that all Products purchased from the Website shall not be used for adulteration, and shall not be misbranded as per the Federal Food, Drug and Cosmetic Act. Further, Users confirm and agree that the Products purchased, or any portion thereof, shall not be materials which may not, under Sections 404, 505, or 512 of the Federal Food, Drug and Cosmetic Act, be introduced into interstate commerce.
Users agree that the Products sold by InsightChem are not intended for resale purposes. If the Products purchased from InsightChem are repackaged, relabelled or used as starting material or components of other products, Users shall be required to notify InsightChem and obtain InsightChem’s prior written approval.
4.4 Hazards and Liability regarding Products
Users shall be solely responsible for verifying the hazards and potential hazards of using the Products purchased from the Website. The Products sold on the Website shall not be construed as foods, drugs, medical devices or cosmetic products. The Products sold on the Website shall be exclusively for research purposes. Under no circumstances may the Products sold on the Website be used for therapeutic or diagnostical purposes.
Users shall be responsible for verifying the hazards associating with using the Products, and for conducting any research required to determine the hazards associated with such Products. Users shall further be responsible for notifying and warning any customers and personnel, such as freight handlers, of any risks associated with using or handling the Products.
InsightChem shall not be liable to Users for any damages, side effects, loss, injury and/or death caused by the Products. Further, InsightChem shall not be liable for any damages and/or loss caused by the User’s negligence, abuse, use, misuse and/or omission affecting the Products.
4.5 Breaches
InsightChem shall not be obligated to conduct a background on all Users who proceed with the purchase of Products via the Website. Nonetheless, InsightChem may, at its discretion, conduct a verification and background check on any User wishing to proceed with the purchase of Products. InsightChem may limit, or otherwise refuse to sell the Products to any Users: (i) who breached these Terms and Conditions, (ii) for whom InsightChem has reason to believe shall breach these Terms and Conditions, (iii) who plan to use the Products for purposes not permitted by these Terms and Conditions.
In the event that InsightChem learns or otherwise discovers that a User used or shall use the Products for an unauthorized purpose, InsightChem shall benefit from the right to refuse to sell the Products to such User, and shall further add the User’s data to a banned list.
Users may be held personally responsible for their failure to comply with these Terms and Conditions, and InsightChem’s guidelines and standards. Further, Users agree that InsightChem may, without liability and without penalty, revoke a User’s right to use the Website if the User breached or attempted to breach any obligation in these Terms and Conditions.
V. INTELLECTUAL PROPERTY RIGHTS
5.1 Ownership of Intellectual Property
InsightChem either owns or has secured the appropriate permission to use the Website and materials published on the Website. Trademarks, logos, trade names, marks and intellectual property relating to InsightChem are proprietary to InsightChem. InsightChem’s trademarks and logos may not be reproduced or shared without InsightChem’s explicit prior written consent.
All intellectual property directly relating to the Website and InsightChem remains InsightChem’s sole property and InsightChem is the exclusive owner of such intellectual property throughout the world, without limitations of time or space.
5.2 Licensed Intellectual Property
Any content that has been licensed to InsightChem remains the property of its respective owners. Please note that the reproduction, transmission, sharing and distribution of all or part of any the content on the Website is expressly prohibited, except as provided under these Terms and Conditions.
VI. THIRD PARTY LINKS
InsightChem does not own, manage or operate third party websites, applications, sites and links. The links and references to such third party websites, applications, sites and links are for reference purposes. InsightChem is not affiliated with the third party websites, applications, sites and links. InsightChem does not endorse any of the websites, applications, sites and links provided on the Website or Users of the Website, unless stated otherwise by InsightChem.
The inclusion of any links or profiles on the Website shall not imply InsightChem’s endorsement or any association with such third party websites, applications, sites and links. These constitute independent third parties to InsightChem. InsightChem operates an independent entity, which is not affiliated with the third party links, networks or sites.
VII. PRIVACY AND PERSONAL INFORMATION
InsightChem’s Privacy Policy, as published on the Website, is expressly incorporated in these Terms and Conditions by reference. Any and all personal information provided on the Website shall be governed by the terms of the Privacy Policy. The Privacy Policy shall detail how InsightChem collects, uses, stores and handles personal information and data obtained from the Website.
VIII. COPYRIGHT POLICY
InsightChem complies with all applicable intellectual property and copyright laws. InsightChem remains committed to preventing intellectual property and copyright infringement on the Website.
In compliance with the terms of the Digital Millennium Copyright Act (the “DMCA”), InsightChem encourages Users to promptly report any potential copyright infringement to its attention. If a User has reason to believe its intellectual property or trademark has been published on the Website in violation of party intellectual property right, the User shall send InsightChem a written notice to this effect.
The notices shall contain the following information:
- a link to the content on the Website which is subject to the copyright infringement claim;
- a description of the intellectual property right subject to the notice, including the date of the intellectual property’s conception or development, photos, links, and other relevant information;
- the User’s contact information;
- the User’s interest in the intellectual property subject to the notice;
- the User’s written confirmation that the notice was prepared and sent in good faith; and
- the User’s written confirmation to the effect that all statements and information contained in the notice are true and accurate to the best of the User’s knowledge.
To be valid, the User must sign the notice prior to sending it to InsightChem. The User’s signature may be manual or electronic and must be dated.
If the User’s notice is founded, InsightChem shall promptly remove all violating content from the Website. InsightChem shall notify all Users involved with such content of its removal. InsightChem may terminate or suspend any User accounts that infringe the DMCA, intellectual property and/or copyrights, without notice or delay.
IX. DISCLAIMERS AND LIMITED WARRANTIES
The Website and the Products shall be provided by InsightChem on an “as is” basis and “as available”, without any warranties or guarantees of any kind. Without limiting the generality of the foregoing, InsightChem does not guarantee that the Website shall be accessible and available for usage without error, omissions or interruption.
The Website and the Products shall be provided without warranties of any kind, including warranties that express, statutory or implied. As such, InsightChem shall not provide any of the following implied warranties with respect to the Website and the Products: Implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are denied. InsightChem cannot guarantee the Website and the Products shall meet Users’ needs or expectations.
InsightChem cannot guarantee that the Website and the Products shall be continuously available, error-free and uninterrupted. While InsightChem shall use reasonable efforts to correct issued or defects, InsightChem cannot guarantee that issues or defects shall be corrected in a timely manner or corrected at all. Considering the risks associated with online activity, InsightChem cannot guarantee that the Website shall be free of harmful components, such as viruses. In consideration thereof, each User agrees that its usage of the Website and the Products shall be at the User’s sole risk and expense.
X. LIABILITY, DAMAGES AND RELEASE
10.1 Limited Liability
In no event shall InsightChem, its affiliates, members, employees, agents, officers, and directors, be liable to Users for any of the following: the suspension, termination, restriction or any limitations to the ability to purchase Products on the Website, and the availability of Products on the Website.
10.2 Technical Issues
Users recognize that technical issues may arise when using the Website. Such issues may delay, suspend, terminate or completely prevent access to the Website. InsightChem shall not be liable for any loss, damage or harm caused by the Website. Further, InsightChem disclaims all liability for: (i) any issue affecting InsightChem’s servers, including unauthorized access to personal information and data; (ii) any service interruptions, bugs or other issues affecting the Website, its features or its servers; and (iii) a virus or other harmful component impairing the Website or the User’s device. For purposes of these Terms and Conditions, harmful material shall include viruses, worms, Trojan horses, time-bombs, keystroke loggers, spyware, adware or other programs and codes intended to harm or adversely affect computer software or hardware.
10.3 Release
Every User hereby releases waives, discharges, and holds InsightChem, its affiliates, members, shareholders, employees, agents, officers, and directors harmless from any and all liability, claims, demands, actions, and causes of action whatsoever arising out of or related to any loss, damage, or injury, disputes with a third party or other claim that may be caused, sustained or otherwise worsened while using the Website or due to use or misuse of the Website, or caused by the receipt, usage and/or research involving the Products.
10.4 Exclusion of Damages
To the extent permitted by applicable law, InsightChem excludes full liability for any losses and damages arising out of or in connection with the Website and the Products, including but not limited to direct, indirect, general, special, punitive, incidental damages. This exclusion of liability shall apply regardless of whether such liability is based on contract, tort, strict liability or another theory of law. Further, this exclusion shall apply even if InsightChem was aware of the possibility of such damages arising.
Further, InsightChem shall not be liable for any indirect, special or consequential loss or damages arising from the User’s access and/or usage of the Website and the Products, including but not limited to loss of profits, loss of revenue, loss of business or anticipated earnings, loss of goodwill, loss of privacy, personal injury, emotional distress, pain and suffering and personal injury.
10.5 Permitted Scope
The exclusions of warranty, limited liabilities, disclaimers and releases set forth in the present Terms and Conditions shall be subject to the limitations and extent permitted by applicable laws. InsightChem shall ensure all exclusions of warranty, limited liabilities, disclaimers and releases comply with applicable laws. In the event of a conflict between the exclusion, limited liability, disclaimer or release and applicable laws, applicable laws shall prevail and control. The exclusion, limited liability, disclaimer or release shall then be drafted to preserve the original intent while considering the legal limitations and obligations.
XI. INDEMNIFICATION
The User agrees to indemnify and hold InsightChem, its agents, employees, officers, directors, contractors, and affiliates harmless from and against all losses, damages, liabilities, costs and expenses in connection with any claims, actions, proceedings, investigations, loss, fines, penalties, fees, charges, damages, or suits brought by a third party, arising out of (i) the User’s usage of the Website and/or the Products; (ii) the User’s negligence, recklessness or intentionally wrongful act(s), (iii) any violation, contravention or breach of any covenant, agreement or obligation of the User under these Terms and Conditions; (iv) any incorrectness in any representation or warranty made by the User in connection with these Terms and Conditions; or and/or (v) the User’s execution or non-performance of its obligations under these Terms and Conditions. The User’s indemnification obligations towards InsightChem shall not apply in case of fraud or gross negligence committed by InsightChem.
If InsightChem shall, without fault on its part, be made a party to any litigation commenced by or against a User, then the User shall protect, indemnify and hold InsightChem harmless and shall pay all costs, expenses and reasonable legal fees incurred or paid by InsightChem in connection with such litigation.
XII. GOVERNING LAW
These Terms and Conditions shall be governed by and construed in accordance with the laws of the state of Delaware (excluding any conflict of laws rule or principle, foreign or domestic, which might refer such interpretation to the laws of another jurisdiction).
XIII. DISPUTE RESOLUTON
13.1 Jurisdiction of the Courts
Except for those submitted to arbitration, Disputes shall be submitted to the exclusive jurisdiction of the competent courts located in the state of Delaware. Every User hereby submits to the jurisdiction of the courts located in the state of Delaware. Every User further waives any objection to jurisdiction or venue in any proceeding before said courts.
The following types of Disputes may be brought before the competent courts located in the state of Delaware: (i) any Dispute seeking an injunction or other type of equitable relief, or (ii) a Dispute to enforce the rights and obligations set forth in these Terms and Conditions. All Disputes relating to matters other than those specified in these Terms and Conditions shall be handled by negotiation and arbitration, as set forth in these Terms and Conditions.
13.2 Amicable Negotiations
Prior to undertaking any legal or arbitration proceedings, the parties shall make reasonable efforts to resolve all Disputes amicably. In good faith, the User shall employ its best efforts, which shall be no less than commercially reasonable efforts, to resolve the Dispute with state of Delaware in an amicable manner.
13.3 Arbitration
Should such amicable negotiations prove unsuccessful in resolving the Dispute, the Dispute shall be referred to and finally resolved by binding arbitration. The Dispute shall then be handled through arbitration administered in accordance with the standards set forth by the American Arbitration Association. The number of arbitrators shall be one (1). The arbitrator shall benefit from the authority to resolve the Dispute.
Unless otherwise agreed between the User and InsightChem, the place of arbitration shall be in the state of Delaware.
The arbitration proceedings shall be kept strictly confidential. The arbitrator shall be granted the required authority to award damages and relief, if needed, similarly to a court of law. The arbitration award shall be final and binding.
13.4 Remedies and Injunctions
Any violation of these Terms and Conditions or any breach of any section thereof may cause InsightChem significant harm and damages, especially if such violation or breach relates to data security, intellectual property or unauthorized usage of the Products.
Further, the User acknowledges that monetary damages may not be a sufficient remedy for a breach or violation of these Terms and Conditions. InsightChem shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
13.5 Cost Recovery
If any litigation or arbitration proceeding is commenced in connection with these Terms and Conditions, the prevailing party, as determined by the court or arbitrator, shall be entitled to claim all reasonable attorney fees, costs and necessary disbursements incurred in such action or proceeding.
13.6 Waivers to Jury Trial and Class Action
All Users waive their right to a jury trial in any litigation or arbitration proceedings commenced in connection with these Terms and Conditions, and the Website. Users acknowledge that the arbitration proceedings shall be individual and shall not consist of class arbitration. All claims shall be brought in the User’s individual capacity, and not as part of a class action or another party’s claim.
XIV. MISCELLANEOUS PROVISIONS
14.1 Entire Agreement
These Terms and Conditions constitute the entire agreement between InsightChem and Users pertaining to the subject matter of these Terms and Conditions and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no warranties, representations or other agreements in connection with the subject matter of these Terms and Conditions except as specifically set forth in these Terms and Conditions.
No supplement, modification or amendment to these Terms and Conditions and no waiver of any provision of these Terms and Conditions shall be binding unless executed by a duly authorized representative of InsightChem in writing.
14.2 Severability
Any section, subsection or other subdivision of these Terms and Conditions or any other provision of these Terms and Conditions which is, or becomes, illegal, invalid or unenforceable shall be severed from these Terms and Conditions, and shall be ineffective to the extent of such illegality, invalidity or unenforceability. The severability shall not affect or impair the remaining provisions hereof.
14.3 Force Majeure
Notwithstanding anything to the contrary contained in these Terms and Conditions, if InsightChem is bona fide delayed or hindered in or prevented from the performance of any term, covenant or act required hereunder by reason of a Force Majeure event, including but not limited to a strike, power failures, governmental acts or regulations, riots, and acts of God, then the performance of such obligation, covenant or act shall be excused for the period of the Force Majeure event. InsightChem shall be entitled to perform such obligation, covenant or act within the appropriate time period after the expiration or termination of the Force Majeure event.
14.4 Assignment
InsightChem may assign all or part of its rights and obligations hereunder to any person, entity, business or company. The User may not assign all or part of its rights and obligations hereunder to any person, without the prior written consent of InsightChem. Any assignment in violation of the foregoing shall be null and void.
14.5 Waivers
No waiver of any of the provisions of these Terms and Conditions shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
If InsightChem refuses or neglects to require the performance of an obligation specified in these Terms and Conditions, this shall not serve as a waiver of InsightChem’s rights. Further, if InsightChem suspends, delays or does not exercise any rights granted to it under these Terms and Conditions, this shall not operate as a waiver of InsightChem’s rights.
14.6 Notices
Any notice, consent, authorization, direction or other communication required or permitted to be given under these Terms and Conditions shall be in provided writing and shall be delivered either by certified mail or by email (with confirmation of receipt option).
14.7 Permission to Email
Users acknowledge and agree that InsightChem may send emails regarding these Terms and Conditions, the Website, the Products and any matters contemplated under these Terms and Conditions. Users are required to provide their current and valid email address. As such, any emails sent by InsightChem to the email address provided by the User shall be deemed effective.
For legal purposes and in accordance with applicable laws, communications, correspondences and notices provided by email or as notifications on the Website shall be deemed to comply with the requirement to be provided in writing. Users can therefore expect to receive correspondences, communications and notices from InsightChem in written form, either by email or as a notification on the Website.
14.8 Status of the Parties
Nothing in these Terms and Conditions shall be construed to constitute the User as an agent, employee, or joint venturer of InsightChem. For all purposes, InsightChem shall operate as an entity independent from the Users. These Terms and Conditions shall not establish an employment relationship, joint venture, agency or partnership of any kind between the Users and InsightChem.
14.9 Successors and Beneficiaries
All rights and liabilities herein given to or imposed upon the Users and InsightChem shall bind and inure to the respective heirs, successors, administrators, executors and assigns of the Users and InsightChem. All successors shall be jointly and severally bound by these Terms and Conditions.
These Terms and Conditions shall not confer any rights upon any person or entity, except for the parties to these Terms and Conditions, namely the User and InsightChem.
14.10 Comments and Inquiries
InsightChem invites all Users to send questions, inquiries, feedback and comments regarding the Website or these Terms and Conditions. Any such questions, inquiries, feedback and comments may be transmitted to InsightChem by email or via the Website. Upon InsightChem’s receipt of any inquiry from a User, InsightChem shall perform the necessary verifications, if required. Once InsightChem has collected the information available, InsightChem shall submit such information to the requesting User.