Terms of Use
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and conditions set forth in these Terms of Use. If you do not agree to the terms and conditions
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Changes to Terms
These Terms of Use may be updated or amended by MSDSonline from time to time. All such updates
and amendments are effective immediately upon notice thereof, which we may give by any means,
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you, as your continued use of this Site signifies your continuing consent to be bound by the
then-current Terms of Use. We expressly reserve the right to make any changes to these Terms of
Use, or to the Site and its contents, at any time without prior notice to you.
Access, Registration and Use
In these Terms of Use, 鈥測ou鈥? refers to an individual accessing this Site, regardless of any particular
MSDSonline subscription account, product or services purchased or licensed. To the extent applicable,
鈥測ou鈥? also includes the corporation or other legal entity (your 鈥淐ompany鈥?), if any, on whose behalf
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materials that we make available on the Site, you must register with MSDSonline as a subscriber in
order to take advantage of the features and benefits of an MSDSonline Account (R&D, GM or HQ) and
other products that we may offer. You agree that all information that you provide to MSDSonline in
connection with your access to and use of the Site (including, but not limited to, all information that
you may provide in the MSDSonline Account subscriber registration process) is true, accurate and
complete to the best of your knowledge, belief and ability, and that you will maintain and routinely
update such information to keep it true, accurate and complete at all times. We reserve the right to
terminate, refuse, restrict or discontinue service or access to the Site, or any portions or features of
this Site, to you or any other person or entity, at any time, and without notice or liability (including,
but not limited to, terminating your use of the Site), in the event that any information provided by you
in any Site or subscriber registration process is, at such time or at any time thereafter, untrue,
inaccurate or incomplete or if you otherwise fail to comply with these Terms of Use or the terms of
any license, purchase order or other agreement that you have with us (including, but not limited to,
the terms of the MSDSonline Subscription and Services Agreement, as posted and updated from time
to time on the Site).
MSDSonline Inc. 1 Website Terms of Use
MSDSonline Privacy Policy
Information that you provide or that we collect about you and your Company through your access to
and use of the Site is subject to our Privacy Policy, the terms of which are hereby incorporated into
these Terms of Use by reference. We encourage you to read and become familiar with our privacy
practices. To review our Privacy Policy, please click here.
Authority
By accessing and using the Site, you represent and affirm that you have all necessary rights and
authority to access and use the Site on your Company鈥檚 behalf and with regard to any materials
(including, but not limited to, any Material Safety Data Sheets 鈥淢SDSs鈥?) that you submit to
MSDSonline. You are exclusively responsible for obtaining all required consents and approvals from
your Company and from any suppliers, distributors, manufacturers, customers, clients and other third
parties who may be affected by, or may need to consent to, your access to and use of the Site, your
submission of MSDSs, and any of your related activities, whether such consents and approvals are
required by law or otherwise.
Security
MSDSonline takes commercially reasonable measures to secure and protect information transmitted to
and from the Site, however we cannot and do not guarantee that any such communications or any
electronic commerce conducted on or through the Site is or will be totally secure. You are responsible
for maintaining the confidentiality of any login or ID (your 鈥淯ser ID鈥?) and any password that may be
assigned to you by MSDSonline, and you are fully responsible for all access and any activity that
occurs through use of your User ID or password. You agree to immediately notify MSDSonline of any
unauthorized use of your User ID or password or any other breach of Site security of which you
become aware. MSDSonline cannot and will not be liable for any loss or damage arising from any
unauthorized access or use of your User ID and password.
Proprietary Content
MSDSonline respects the intellectual property rights of others and expects you to do the same.
MSDSonline has expended substantial time, effort and funds to create the Site and to collect and
provide the materials, products and services that are available through the Site. You understand and
agree that MSDSonline owns or (where required, appropriate or applicable) has been licensed by third
parties to use all right, title and interest in and to the Site and the products and services made
available on or through the Site, and all information, text, data, databases, graphics, images, sound
recordings, audio and visual clips, logos, software, and other content contained therein, and the
collection, design, selection and arrangement thereof (collectively, the 鈥淐ontent,鈥? but expressly
excluding the content of individual MSDS documents that are accessed, used or obtained on or
through the Site). You acknowledge that the Content contains valuable proprietary information that is
protected by applicable intellectual property and other proprietary rights and laws of the United States
and other countries, and that you acquire no ownership interest by accessing and using the Site and
the Content. Such intellectual property and proprietary rights include, but are not limited to; various
patents, copyrights, trademarks and service marks, registered trademarks and service marks, trade
dress protection and trade secrets, and all such rights are and shall remain the property of
MSDSonline and its licensors.
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Use of Content
MSDSonline grants you a limited license to access and make personal use of this Site and the Content
for legitimate purposes. Except as expressly provided for in these Terms of Use or in an applicable,
validly executed license or service agreement (including, for example, the MSDSonline Subscription
and Services Agreement, as posted and updated from time to time on this Site) between you or your
Company and MSDSonline, any alteration, modification, reproduction, redistribution, retransmission,
redisplay or other use of the Site or any Content in any other manner or for any other purpose
constitutes an infringement of MSDSonline intellectual property and other proprietary rights. Other
than as necessary and required to facilitate your personal use, you may not reproduce, perform,
create derivative works from, republish, upload, post, retransmit, or redistribute in any way
whatsoever any Content or other portion of the Site, or any other Web site owned or operated by
MSDSonline, without the prior written permission of MSDSonline. Use of the Content, or of any copies
of MSDS documents posted or otherwise made available by MSDSonline on or through the Site, on any
other Web site or other networked computer environment is expressly prohibited without prior written
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legend, author attribution or other notice placed on or contained within the Content or within any
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MSDSonline Subscription and Services
Unless otherwise agreed in writing by you and MSDSonline, your use of any Subscription Account,
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interest in and to the MSDSonline Subscription Accounts (R&D, GM & HQ) and any other associated
supporting product (collectively, with the associated documentation and other materials, 鈥淢SDSonline
Subscription Accounts鈥?). MSDSonline Subscription Accounts constitute valuable proprietary
information that is protected by applicable intellectual property and other proprietary rights recognized
by, and the laws and international treaties of, the United States and other countries. You may only
use such products and services pursuant to the terms of the MSDSonline Subscription and Services
Agreement or the other written contractual terms by which they are licensed or otherwise provided to
you or your Company by MSDSonline or its authorized sales representative.
Copyright Agent
MSDSonline has registered a designated agent with the United States Copyright Office pursuant to the
Digital Millennium Copyright Act (17 U.S.C. 搂 512(c)). If you believe that your copyrighted material is
being used on this Site without required permission, please notify the designated MSDSonline agent
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MSDSonline Inc.
Attn: Jon Kennett, Copyright Agent
350 N. Orleans Street, Suite 950
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Telephone: (312) 881-2038
Facsimile: (312) 881-2001
E-mail: jkennett@MSDSonline.com
MSDSonline Inc. 3 Website Terms of Use
Submissions
By submitting information and material to the Site or to MSDSonline, whether by facsimile, e-mail,
telephone or other mode of communication, or through access to and use of the Site or the Content
(including, but not limited to, by accessing or using of any available pages or applications, by
submitting MSDSs, or posting feedback, questions, comments, suggestions, ideas, graphics, text,
software or computer files of any type), you thereby expressly grant, or warrant that the owner of
such material has expressly granted, MSDSonline a royalty-free, perpetual, irrevocable, non-exclusive
right and license to use, make and have made, reproduce, modify, adapt, publish, translate and
distribute such material (in whole or in part) worldwide and to incorporate it in other works in any
form, media or technology now known or hereafter developed, subject to our Privacy Policy, as set
forth on the Site.
Compliance with Law
You access and use the Site and the materials, products and services available on or through the Site
or MSDSonline at your own initiative and risk. In connection with your access to and use of the Site
and that of any person authorized by you to use the Site, you are responsible for compliance with all
applicable laws, regulations and policies of all relevant jurisdictions. Recognizing the global nature of
the Internet, you agree to comply with all applicable local rules regarding online conduct and
acceptable content. You expressly agree to comply with all applicable laws regarding the transmission
of data or information out of the country in which you reside. You further agree not to upload to the
Site any data or software that cannot be exported without prior written government authorization,
including, but not limited to, certain encryption software. These assurances and commitments by you
shall survive termination of these Terms of Use or your access to and use of the Site.
Linked Sites
For your convenience, certain hyperlinks may be provided on the Site which link to other Web sites
that are not under the control of MSDSonline. MSDSonline does not sponsor or endorse such Web
sites and is not responsible for the accuracy, content or any aspect thereof. MSDSonline disclaims all
liability for such Web sites, and for any use of the links to such Web sites or use of such Web sites
themselves. We also disclaim all liability and make no representations or warranties for any products
or services made available, sold or provided to you by any third party. Your use of other Web sites,
and the offer or purchase of products or services on or through such other Web sites, is subject to the
terms and conditions thereof. You agree that you will bring no suit or claim against MSDSonline
arising from or based on your use of, or the offer or purchase of products or services on or through,
such other Web sites. Links do not imply that MSDSonline is affiliated or associated with, or is legally
authorized to use any trademark, trade name, service mark, logo or copyright symbol displayed in
connection with or accessible through such links, or that any linked site is authorized to use any
trademark, trade name, service mark, logo or copyright symbol of MSDSonline or any of its affiliates.
MSDSonline Inc. 4 Website Terms of Use
Disclaimer
Although MSDSonline strives to make the Site and the materials (such as MSDS documents),
Subscription Accounts (R&D, GM, HQ), products and services provided through this Site helpful,
reliable and current, you understand that your access to and use of the Site and all materials,
Subscription Accounts (R&D, GM, HQ) products and services available through it and MSDSonline are
at your own initiative and risk. It is your responsibility to take precautions to ensure that any
information, materials, software or data that you access, use, download or otherwise obtain on or
through the Site and MSDSonline are: (i) up-to-date, accurate, complete, reliable, and suitable to and
appropriate for the purpose for which you, or your Company, may desire to use them; and (ii) free of
viruses and other destructive routines. ALL MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON
OR THROUGH THIS SITE AND THROUGH MSDSONLINE ARE PROVIDED "AS IS" AND 鈥淎S AVAILABLE,鈥?
WITHOUT ANY WARRANTIES OR GUARANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED.
MSDSONLINE DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND INFRINGEMENT.
MSDSONLINE DOES NOT REPRESENT, WARRANT OR COVENANT THAT THIS SITE AND THE
MATERIALS (INCLUDING, BUT NOT LIMITED TO, MSDS DOCUMENTS), PRODUCTS AND SERVICES
AVAILABLE ON OR THROUGH THIS SITE AND THROUGH MSDSONLINE ARE OR WILL BE ACCURATE,
CURRENT, COMPLETE, RELIABLE, APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU, OR YOUR
COMPANY, MAY CHOOSE TO PUT THEM, OR THAT THEY ARE OR WILL BE AVAILABLE ON AN
UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE
AND THE MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE ARE FREE
OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Content and Maintenance of MSDS Documents
MSDSONLINE ASSUMES NO RESPONSIBILITY OR OTHER OBLIGATION WHATSOEVER FOR THE
SELECTION, MAINTENANCE AND UPDATING OF MSDS DOCUMENTS ACCESSIBLE, ACCESSED AND
OBTAINED ON OR THROUGH THE SITE OR OTHER PRODUCTS AND SERVICES OF MSDSONLINE, BY
OR ON BEHALF OF YOU, OR YOUR COMPANY. IN NO EVENT SHALL MSDSONLINE BE LIABLE TO YOU
OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS, DAMAGE OR EXPENSE RELATING TO THE
SELECTION, MAINTENANCE, UPDATING, RETENTION, AVAILABILITY, ACCESSIBILITY OR USE OF
MSDS DOCUMENTS BY YOU, YOUR COMPANY, OR ANY THIRD PARTY. YOU ARE RESPONSIBLE FOR
CONFIRMING THAT ANY MSDS DOCUMENT THAT YOU MAY ACCESS, SELECT, USE, OR OTHERWISE
OBTAIN FROM THE SITE OR MSDSONLINE, IS APPLICABLE TO AND APPROPRIATE FOR THE SPECIFIC
PRODUCT FOR WHICH YOU SEEK OR NEED AN MSDS DOCUMENT. YOU ACKNOWLEDGE THAT
MSDSONLINE DOES NOT PRODUCE THE INFORMATION CONTAINED IN MSDS DOCUMENTS AND THAT
MSDSONLINE ASSUMES NO RESPONSIBILITY, LIABILITY OR OBLIGATION WHATSOEVER WITH
RESPECT TO THE ACCURACY, USEFULNESS, COMPLETENESS OR CURRENCY OF INFORMATION
CONTAINED IN ANY MSDS DOCUMENT ACCESSED OR ACCESSIBLE ON OR THROUGH THE SITE OR
THE PRODUCTS AND SERVICES OF MSDSONLINE.
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Limitation of Liability
NEITHER MSDSONLINE, ITS SUBSIDIARIES, CONTRACTORS, SUPPLIERS, CO-BRANDERS AND OTHER
SIMILAR ENTITIES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS
OF ANY OF THE FOREGOING (ALL SUCH INDIVIDUALS AND ENTITIES AS LISTED HERETOFORE IN
THIS SENTENCE, COLLECTIVELY, THE 鈥淢SDSONLINE ASSOCIATES鈥?), SHALL BE LIABLE TO YOU,
YOUR COMPANY, OR ANY THIRD PARTY FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER
IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN
CONNECTION WITH: (A) YOUR USE, NEGLIGENT USE OR NON-USE, OR YOUR RELIANCE ON OR
FAILURE TO RELY ON THE SITE, THE CONTENT, AND THE MATERIALS (INCLUDING, BUT NOT LIMITED
TO, MSDS DOCUMENTS), PRODUCTS AND SERVICES ACCESSIBLE, ACCESSED OR USED ON OR
THROUGH THE SITE OR MSDSONLINE; (B) ANY DECISIONS MADE OR NOT MADE, OR ACTIONS
TAKEN OR NOT TAKEN BY YOU, YOUR COMPANY, OR ANY THIRD PARTY WITH REGARD TO, IN
RELIANCE ON, OR AS A RESULT OF, ACCESS AND USE OF THE SITE, THE CONTENT, AND THE
MATERIALS (INCLUDING, BUT NOT LIMITED TO, MSDS DOCUMENTS), PRODUCTS AND SERVICES
AVAILABLE ON OR THROUGH THE SITE AND MSDSONLINE; (C) MSDSONLINE鈥橲 PERFORMANCE OF OR
FAILURE TO PERFORM ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THESE TERMS OF USE,
OR (D) YOUR PURCHASE AND USE OF ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES
THROUGH MSDSONLINE. UNDER NO CIRCUMSTANCES SHALL THE MSDSONLINE ASSOCIATES BE
LIABLE TO YOU, YOUR COMPANY OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL,
INCIDENTAL, PUNITIVE, SPECIAL OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED
TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF
USE, BUSINESS INTERRUPTION AND CLAIMS OF THIRD PARTIES, ARISING OUT OF OR IN
CONNECTION WITH THESE TERMS OF USE, THE USE, NEGLIGENT USE OR NON-USE OF MATERIALS
(INCLUDING, BUT NOT LIMITED TO, MSDS DOCUMENTS), PRODUCTS AND SERVICES AVAILABLE ON
OR THROUGH THE SITE OR MSDSONLINE, THE USE, COPYING OR DISPLAY OF THIS SITE OR THE
CONTENT, TRANSMISSION OF INFORMATION TO OR FROM THE SITE OVER THE INTERNET, OR ANY
OTHER CAUSE BEYOND THE CONTROL OF MSDSONLINE), EVEN IF MSDSONLINE WAS ADVISED,
KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. IN A
JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN
DAMAGES, THE LIABILITY OF THE MSDSONLINE ASSOCIATES SHALL BE LIMITED IN ACCORDANCE
WITH THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING ANY
OF THE FOREGOING, IF ANY OF THE MSDSONLINE ASSOCIATES ARE FOUND LIABLE TO YOU OR ANY
THIRD PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN
CONNECTION WITH THESE TERMS OF USE, THE MSDSONLINE ASSOCIATES鈥? COLLECTIVE,
AGGREGATE AND MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS IN ANY
CALENDAR YEAR SHALL NOT EXCEED $100.
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Indemnification
You agree to indemnify, defend and hold all of the MSDSonline Associates harmless from and against
all claims, demands, suits or other proceedings, and all resulting loss, damage, liability, cost and
expense (including reasonable attorneys' fees), made by any third party due to or arising out of
content, data or information you submit, post to or transmit through the Site, your access to and use,
negligent use or non-use of the Content, the Site and other materials (such as MSDS documents),
products and services available on or through the Site and MSDSonline, your violation of these Terms
of Use or your violation of any rights of another. We reserve, and you grant to us, the right to
assume exclusive defense and control of any matter subject to indemnification by you. All rights and
duties of indemnification set forth herein shall survive termination of these Terms of Use and your use
of the Site.
Miscellaneous
These Terms of Use and the MSDSonline Privacy Policy referenced herein (as each may be revised and
amended from time to time according to their respective terms), together with any applicable, validly
executed licenses or services agreements between you or your Company and MSDSonline (including
the MSDSonline Subscription and Services Agreement, as posted and updated from time to time on
the Site) collectively constitute the entire agreement with respect to your access to and use of the Site
and the materials, products and services available on or through the Site or MSDSonline. Our
electronically or otherwise properly stored copy of these Terms of Use shall be deemed to be the true,
complete, valid, authentic and enforceable copy of these Terms of Use and you agree that you shall
not contest the admissibility or enforceability of MSDSonline鈥檚 copy of these Terms of Use in a court in
connection with any proceeding arising out of these Terms of Use. These Terms of Use do not confer
any rights, remedies or benefits upon any person other than you and MSDSonline. MSDSonline may
assign its rights and duties under these Terms of Use at any time to any party without notice. You
may not assign these Terms of Use without the prior written consent of MSDSonline. These Terms of
Use shall be binding on and inure to the benefit of the parties hereto and their respective successors
and assigns. Should any provision of these Terms of Use be held to be void, invalid, unenforceable or
illegal by a proper legal authority, the validity and enforceability of the other provisions shall not be
affected.
Jurisdiction
This Site was created and is presently maintained, located and controlled by MSDSonline in the State
of Illinois. These Terms of Use shall be governed by and construed under the law of the State of
Illinois, without regard to conflicts of law principles or rules thereof. Any legal action arising out of or
related to these Terms of Use and your access to and use of this Site must be commenced within one
year after the cause of action arises. YOU AGREE AND UNDERSTAND THAT MSDSONLINE AND YOU
EACH WAIVE YOUR RESPECTIVE RIGHT TO A TRIAL BY JURY. MSDSonline and you each agree to use
your best efforts to settle any dispute or claim arising out of, or relating to, for resolution of any
matters related to interpretation, construction or enforcement, or otherwise in connection with these
Terms of Use, the MSDSonline Privacy Policy referenced herein, or otherwise related to or in
connection with your access to and use of this Site and the materials, products and services available
on or through this Site or MSDSonline. If MSDSonline and you cannot reach a written settlement
agreement within thirty (30) days of your initially raising the controversy or claim, MSDSonline and
you shall submit any controversy or claim arising out of, or relating to, these Terms of Use to binding
arbitration in Chicago, Illinois administered by the American Arbitration Association under its
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.
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International Users and Export Control Laws
The Site can be accessed from countries around the world. MSDSonline makes no representation that
the Site, or the services and products available through it, are appropriate or available for use at other
locations outside the United States, and access to the Site from territories where the Site or any of its
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the United States embargoes goods. In addition, MSDSonline software (if any) may not be distributed
to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
Questions Regarding Terms of Access
Please contact us with any questions regarding the Site or these Terms of Use by e-mail at
CustomerHelp@MSDSonline.com or by calling our customer service line at 1-888-362-2007.
Acknowledgement
YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS OF USE AND
THE MSDSONLINE PRIVACY POLICY REFERENCED HEREIN.
Last updated January 11, 2007
MSDSonline Inc. All rights reserved.
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