Terms Of Use

February 25 2021

PLEASE READ CAREFULLY BEFORE USING CHEMISHIELD:

These TERMS AND CONDITIONS (the “Terms and Conditions” or the “Licence“) is a legal agreement between you (the “Licensee” or “you“) and APHEX AUTOMATION SYSTEMS LIMITED trading as CHEMISHIELD, a limited company, whose operational place of business is at 20 Queen’s Street, Tramore, Co. Waterford, Ireland, X91 TD81 , Companies Registration Office number 515238 (“the Company“, “Licensor”, “Chemishield”, “our” or “we“) for your licensed use of and access to www.chemishield.com (the “Website” and/or the “Platform”) and your access to the hazardous waste management software provided by CHEMISHIELD and as described on the Website from time to time (the “Services“) in accordance with the terms of this Agreement.

DISCLAIMER: CHEMISHIELD is a platform for hazardous waste disposal management from laboratories. This Platform is only a guidance tool. It is not intended to override the professional judgment of laboratory personnel.

This Platform and the Content should only be used to support and assist in the management of chemical substances. The End User of this Platform must utilise their own judgment in assigning waste streams and disposing of hazardous waste.

BY REGISTERING FOR, UPLOADING TO AND/OR DOWNLOADING DATA AND INFORMATION FROM THE PLATFORM AND YOUR SUBSEQUENT CONTINUED USE OF THE PLATFORM AND THE SERVICES, YOU CONSENT TO BE BOUND BY THIS LICENCE. BY TICKING THE BOX ON REGISTRATION, AND AT ANY OTHER TIME ON LOGGING IN TO THE PLATFORM AND THROUGH YOUR CONTINUED USE OF THE SERVICES AND THE PLATFORM, YOU AGREE TO BE BOUND TO THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT REGISTER FOR THE PLATFORM, OR USE ANY OF THE SERVICES. BY TICKING BOX YOU CONFIRM THAT YOU HAVE READ, YOU ACCEPT AND HAVE UNDERSTOOD THE TERMS OF THIS LICENCE AGREEMENT, THAT YOU ALSO CONSENT TO USE ELECTRONIC SIGNATURES AND ACKNOWLEDGE YOUR TICKING OF BOX TO BE AN ELECTRONIC SIGNATURE SUFFICIENT TO BIND YOU TO THE TERMS OF THIS LICENCE AGREEMENT.

  1. GRANT AND SCOPE OF LICENCE
    1. General: The Company provides you with access to the Services through the Platform to assist with your hazardous waste management requirements.
    2. Definitions:
      1. Content: the Services and the Platform provides the User with the capacity to design and create workflows for the safe management of hazardous waste as well as information, calculations, algorithms and tools, designed to assist and inform the decisions of laboratory personnel in the treatment of chemicals “Content”;
      2. Device: any mobile or tablet or computerised object utilised by an End User to access the Platform; and
      3. User Generated Content: the information or content provided by an End User posted to the Platform.
    3. Licence: CHEMISHIELD hereby grants to you a limited, personal, commercial, non- exclusive, non-transferable, temporary, revocable, non-assignable, non-sub-licensable licence and right to access the Platform and the Services though a generally available web browser, mobile device operating system AND in consideration of your strict and continued compliance with the following conditions:
      1. Definitions:
        1. Content: the Services and the Platform provides the User with the capacity to design and create workflows for the safe management of hazardous waste as well as information, calculations, algorithms and tools, designed to assist and inform the decisions of laboratory personnel in the treatment of chemicals “Content”;
        2. Device: any mobile or tablet or computerised object utilised by an End User to access the Platform; and
        3. User Generated Content: the information or content provided by an End User posted to the Platform.
      2. Licence: CHEMISHIELD hereby grants to you a limited, personal, commercial, non- exclusive, non-transferable, temporary, revocable, non-assignable, non-sub-licensable licence and right to access the Platform and the Services though a generally available web browser, mobile device operating system AND in consideration of your strict and continued compliance with the following conditions:
      3. your continuing compliance with the terms of this Terms and Conditions and the Privacy Policy posted on the Website (which is hereby incorporated by this reference); and
      4. not to use scraping, spidering, crawling or other technology or software of a malicious nature to access or make available to third parties information or data secured by the Platform, whether such data or information relates to CHEMISHIELD, the Platform, the Services or Content without the express written consent of CHEMISHIELD.
    4. Use: Any use of the Platform, its software and/or Services or any part thereof in a manner contrary to the scope and purpose of this Licence is strictly prohibited and a violation of this Agreement, terminable in accordance with Section 14. This Platform and the Content should only be used to support and assist in the management of chemical substances. It is not intended to override the professional judgment of laboratory professionals. The End User of this Platform must utilise their own judgment in assigning waste streams.
    5. Intellectual Property:
      1. “Intellectual Property Right(s)” includes any patent, trade or other mark, registered design, topography right, copyright, database right or any other right in the nature of any of the foregoing (or application, or right to apply for, any of the foregoing), and trade or business name, invention, discovery, improvement, design, technique, confidential process or information or know how, in each case subsisting anywhere in the world and whether registered, unregistered, or unregisterable, and any licence or right of user of any of the foregoing, and the full right to all legal protection relating to the same;
      2. CHEMISHIELD reserves all Intellectual Property Rights in and to the Platform, the Content and the Services and any such Intellectual Property Right shall at all times be and for all purposes remain vested in CHEMISHIELD and/or its licensors, including all copies made of the Platform in accordance with Section 12.
    6. Reciprocal Licence: End Users grant to CHEMISHIELD and its licensors an irrevocable, royalty free and non-exclusive licence to use, copy, modify, adapt, translate and distribute anonymised statistical or operational information relating to the uses made of the Platform by End Users, or about the Device and related software, hardware and peripherals, information relating to the Device and the Platform and content on the Device (“Metadata”) to provide services and to develop and improve the Platform. Metadata expressly does not include personal data the use, control and processing of which is governed by our Privacy Policy.
  2. ACCESS TO THE SERVICES
    1. General: CHEMISHIELD provides the Licensor with an administrator access level credential which allows the Licensor and their designated sub team members, with access to an electronic cloud-based chemical substance management software, designed to assist the Licensor and its team to collate, collect and process data generated by the team through an integrated coordinated and real-time cloud based platform.
    2. Your Account: CHEMISHIELD is offering access to and use of the Platform and the Services solely for use by the person or entity in whose name an account is registered. The person with administrator level access is identified as the “Account Owner”. Sub accounts may be created within an organisation or group, so long as they are included in the Order Form and the costs of such licences are agreed and paid for in accordance with the terms of this Terms and Conditions. Other than the foregoing the Platform may not be accessed and are not for the use or benefit of any third party.
    3. The sub team is assigned access credentials initially by the Account Owner on a designated and deliberately designed basis. Total control of access credentials is provided to the Account Owner to assign the correct access credentials to the sub team members in accordance with the table below:Access LevelAccess EntitlementAccount OwnerFull access entitlement including design of waste streams, assignment of users, monitor usage, generation of reports, addition and removal of users.
      Sub TeamSuch access as may be designated by the Account Owner.
    4. Access credentials are emailed via the Platform by the Account Owner to the relevant team member. They are required to verify their access credentials, to confirm their name and email address and to insert a password of their choosing to join the designated team.
    5. Bandwidth: The number of live team member accounts may be limited to a maximum number. This limitation will be notified to the Client by way of the Order Form. This limitation may be increased or decreased at the discretion of CHEMISHIELD unless otherwise agreed. Any change regarding such limit will be notified to the Licensor in writing. The Licensor may also be subject to an upload and download limitation. This will be identified either in the Order Form or alternatively will be identified in the event that CHEMISHIELD encounters particular issues with bandwith of service. In the event that your account capacity requires increased access, please contact us at sales@chemishield.com.
    6. Account Limitation: The CHEMISHIELD may also impose limits on certain features of the Platform and the Services or restrict your access to parts or all of the Services without notice or liability. For as long as the Company continues to offer the Platform and the Services, we shall provide and seek to update, improve and expand. Therefore, CHEMISHIELD reserves the right, at its discretion, to modify this Terms and Conditions at any time by posting a notice on the Website, or by sending you a notice via e-mail, and you consent to the receipt of such notice. You shall be responsible for reviewing and becoming familiar with any such modifications, based on the most current version of the Terms and Conditions from time to time. Your use of the Platform and the Services following such notification constitutes your acceptance of the terms and conditions of this Terms and Conditions as modified. Any new features that materially augment or enhance the Platform and/or the Services currently available, including the release of new tools and resources, shall be subject to this Agreement (as updated). You can review the most current version of the Terms and Conditions at any time at: www.chemishield.com/terms-and-conditions.
    7. Account Availability: The Company will use reasonable efforts to ensure that the Platform and the Services are available twenty-four hours a day, seven days a week. However, access to the Platform and Services shall be as they may exist and be available on any given day and the Company has no other obligation, except as expressly stated in this Terms and Conditions. There will be occasions when the Platform and the Services will be unavailable or interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by CHEMISHIELD to minimize such disruption where it is within CHEMISHIELD’s reasonable control. YOU AGREE THAT CHEMISHIELD WILL NOT BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE OR LACK OF AVAILABILITY OF THE PLATFORM, SERVICES OR OTHER CONTENT. The Company retains the right to create limits on use and storage with respect to the Platform and the Services determined at its sole discretion at any time with or without notice.
    8. Eligibility: To be eligible to use the Website, you must meet the following criteria and represent and warrant that you:
      1. are not currently restricted from use of the Website and the Services, or not otherwise prohibited from having an CHEMISHIELD account;
      2. will only maintain one personal End User Account at any given time (unless explicitly consented to by CHEMISHIELD);
      3. if you are an Account Owner, as determined in an Order Form, and have the right to create sub accounts, you shall only do so in accordance with the terms of this Terms and Conditions;
      4. will not violate any rights of CHEMISHIELD, including Intellectual Property Rights such as copyright, patent, design or trademark rights;
      5. agree to provide at your cost all equipment, software, and internet access necessary to use the Platform and the Services; and
      6. understand and agree that use of the Plaform and the Services may entail the applicability of certain incidental usage charges (“Incidental Charges”) during the installation and use of the Service. These Incidental Charges may, among others, be levied by your mobile network operator or your internet service provider. You are advised to consult your mobile data or internet data plan to identify the Incidental Charges which may be incurred prior to the installation and operation of these Services.
    9. Suitability: You certify to CHEMISHIELD that you are legally permitted to use the Platform and the Services, and take full responsibility for the selection and use of the Platform and the Services.
    10. Prohibition by law: This Agreement is void where prohibited by law, and the right to use the Platform and Services are revoked in such jurisdictions. CHEMISHIELD makes no claim that the Services may be lawfully used or that User Generated Content may be uploaded or downloaded in any jurisdiction save the jurisdiction specified by this Terms and Conditions. Access to the Content made available via the Platform may not be legally permitted by certain persons or in certain countries. If you use the Services or the Platform from outside Ireland, you do so at your own risk and you are responsible for compliance with the laws of that jurisdiction. Furthermore, if you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with a detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.
    11. Privacy: Please note that privacy is very important to us. You should not enter and should also protect sensitive personal information such as your email address, phone number, street address, or other information that is confidential in nature, by avoiding inputting them in fields that would present in a public manner or as identifying information. Please see our Privacy Policy which governs the manner in which your personal information is used and displayed by CHEMISHIELD.
  3. INTERACTIONS WITH THE TEAM
    1. Set Up: The Licensor accepts responsibility for configuring the team accounts on the Platform. The Account Owner creates the remaining accounts, identifies the individuals to act as team members in accordance with the relevant access credentials appropriate to their role, registers them for log in and ensures that they are adequately briefed as to the user requirements for the Platform.
  4. REGISTRATION
    1. Registration Process:
      1. Information: If you choose to create an End-User Account, you agree to provide only accurate and complete registration information and you will keep that information up-to-date if it changes. We will retain this information in accordance with the terms of our Privacy Policy.
      2. Registering: When you register, you will be required to generate a unique log -in credential (a password) which relates to your own personal email address. Your password will be subject to certain limitations as regards availability, at the sole discretion of CHEMISHIELD. We reserve the right to forfeiture of your password at any time. The combination of your email address and password permits us to verify you as the permitted and authorised user of the particular End-User Account, as well as providing access to the secure parts of the Platform and the Services. Access to the secure aspects of the Platform and the Services is not permitted for any other person or entity using your email and password and you are responsible for preventing such unauthorized use. Upon successful completion of the registration process, you will be afforded access to your End-User Account. You will be required to validate your End User Account through a validation process by email.
    2. Access Denial: Individuals whose access to the Website or use of the Services has previously been terminated by CHEMISHIELD may not register for another account, nor may you designate another individual to use your account on your behalf. CHEMISHIELD expressly reserves the right not to grant access to anyone they may choose, to the Services, the Platform or to create an End-User Account for any reason.
    3. Authentication: The Website relies on email addresses and passwords to know whether the person accessing the Platform and utilising the Services are authorized to do so. If someone accesses the Platform and or the Services using an email address and/or password that you have provided us with, we will rely on that email address and password and will assume that access has been made by you. You are recommended to change your password regularly to prevent unauthorised use. You are solely responsible for any and all access to the Platform, your End-User Account and/or use of the Services by persons using your email address and password. Please notify us immediately if you believe or become aware that your End-User Account is being used without your authorisation.
    4. Access Indemnity: You indemnify us and hold us harmless for all damages and losses related to your failure to comply with the provisions of this Section 3, including, without limitation, your failure to secure your End-User Account from third party access.
  5. CHARGES AND PAYMENT
    1. Pricing: Any prices, quotations and descriptions made or referred to on the Website are provisional, do not constitute an offer and may be withdrawn or revised at any time prior to our express acceptance of your order via the Order Form. CHEMISHIELD reserves the right to change prices stated on the Website at any time. Pricing in respect of the Services and access to the Platform is available from sales@chemishield.com or alternatively from our helpline number detailed on the Website.
    2. Payment: Unless otherwise agreed or CHEMISHIELD otherwise decides, all funds due to Ecanvasser from the you become payable as soon as an account or demand therefore is issued by CHEMISHIELD. Unless otherwise agreed or CHEMISHIELD otherwise decides, payment shall be due within fourteen days of the date of the issue of an account invoice, unless otherwise stipulated within the Order Form and via the direct debit terms via our card payment processing partner.
    3. Taxation: All monies due to CHEMISHIELD are exclusive of tax and whereupon the applicable and relevant taxes and duties (including withholding taxes, value added tax (VAT) and/or other taxes (where applicable) shall be payable. You will provide CHEMISHIELD of evidence of any withholding tax paid by You or any tax exemption upon which you wish to rely. If you are obliged to withhold or deduct any portion of the monies due to CHEMISHIELD, then CHEMISHIELD shall be entitled to receive from you such amounts as will ensure that the net receipt, after tax and duties to CHEMISHIELD in respect of the monies due to it from the Services and Platform is the same as it would have been were the payment not subject to the tax or duties.
    4. Changes to Charges: CHEMISHIELD may adjust or increase the basis for calculating the monies due for any renewal term for the provision of the Services by providing not less than thirty (30) days written notice to expire at the end of the then current term for the Platform.
    5. Changes to Recurring Charges: CHEMISHIELD may adjust or increase the basis for calculating the monies due for any recurring charges arising from the Platform from time to time. CHEMISHIELD will endeavour to provide prior notice of any such increase but may not be able to do so if the charges are bespoke for you or your needs. The information will be provided when a renewal next takes place.
    6. Excess Use: Access to the Services may be limited in user access scope, in specification and/or feature. Any such limitation will be set out in the Order Form entered into in conjunction with this Agreement. If the Client access scope exceeds the limits set out in the Order Form, CHEMISHIELD shall be entitled to charge additional charges for the excess use at the rates set out in the Order Form, or, if there are none, at the then current CHEMISHIELD pricing stated on the Website.
  6. AGE AND RESPONSIBILITY
    1. Age: Any individual making use of the Platform or the Services must be over 18 years of age to register or utilise them.
    2. Responsibility:
      1. By using and registering for the Platform and the Services, you understand that you are financially responsible for the applicable costs (if any) of using the services as detailed in this Agreement or any Order Form.
      2. You agree to notify us immediately of any unauthorised use of your log-on information or any other breach of security.
      3. This Platform is not intended to override the professional judgment of laboratory personnel. It is the obligation of the End User to confirm the information provided by way of the Content through independent sources. This Platform must not be considered complete or comprehensive due to possible errors in the database and the Content. Use of the Platform is solely at the End User’s risk and is based on the waste flows created and implemented by the Account Owner or the End User (as applicable).
  7. USER UNDERTAKINGS
    1. Undertaking: Except as expressly set out in this Licence or as permitted by any local law, you undertake not to:
      1. use the Services for any unlawful or illegal purpose;
      2. act dishonestly or fraudulently by engaging in objectionable conduct, or by posting inappropriate, inaccurate, or objectionable content to or through the Platform;
      3. publish inaccurate information in the designated fields on registration for the service (e.g. do not include a link or an email address in your name field)
      4. make any temporary or permanent reproduction by any means and in any form, in whole or in part, of the Platform, the software and or content contained in either or both;
      5. make any translation, adaptation, arrangement or any other alteration of the permanent aspects of the Platform or any of the software contained in either or both;
      6. make any form of distribution to the public of the content of the Platform, the software, in whole or in part, or of copies thereof;
      7. make any form of distribution to the public of the Content or any other content on the Platform save as in accordance with the terms of this Terms and Conditions;
      8. remove or alter any copyright, meta-tags or other proprietary notice from the Platform, the Software and/or the Content;
      9. disseminate, sell, give away, hire, lease, offer or expose for sale or distribute the content of the Platform, the Content or another associated data, information, product or content wholly or partially derived from any of the foregoing;
      10. create an End-User Account for anyone other than a natural person;
      11. harass, abuse or harm another person, including sending unwelcomed communications to others using the Services;
      12. use or attempt to use another End Users account without authorization from CHEMISHIELD or that End User or create a false identity on the Website;
      13. Upload, post, email, transmit or otherwise make available or initiate any content that:
      14. imply or state, directly or indirectly, that you are affiliated with or endorsed by CHEMISHIELD unless you have entered into a written agreement with CHEMISHIELD;
      15. reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used in the Platform or to provide the Services, or any part thereof;
      16. use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Platform;
      17. infringe or use the CHEMISHIELD brand, logos and/or trademarks, including, without limitation, using the word “CHEMISHIELD” in any business name, email, or URL or including CHEMISHIELD’s trademarks and logos except as expressly permitted by CHEMISHIELD;
      18. use bots or other automated methods to access the Platform, add or download contacts, send or redirect messages, or perform other activities through the Platform, unless explicitly permitted by CHEMISHIELD;
      19. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Platform;
      20. Attempt to or actually access the Platform by any means other than through the interfaces provided by CHEMISHIELD. This prohibition includes accessing or attempting to access CHEMISHIELD using any third-party service, including software-as- a-service platforms that aggregate access to multiple services, including CHEMISHIELD and proxy services;
      21. Deep-link to the Platform for any purpose, (i.e. including a link to CHEMISHIELD other than the home page) unless expressly authorized in writing by CHEMISHIELD or for the purpose of authorised promotion;
      22. Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on CHEMISHIELD’s infrastructure, including, but not limited to, sending unsolicited communications to other Users or CHEMISHIELD personnel, attempting to gain unauthorised access to CHEMISHIELD, or transmitting or activating computer viruses through or on the Platform.
    2. Compliance Indemnity: You hereby agree to indemnify and hold CHEMISHIELD and its licensors harmless from and against any liabilities, damages, judgments, costs and expenses (including reasonable legal fees and indirect and consequential loss) (“Losses”) arising out of your registration for the Website, any downloading, installation and use of the Platform software, or use of the Services in a manner inconsistent with this Terms and Conditions.
    3. Warranty: You represent and warrant that you have the legal right and capacity to enter into this Terms and Conditions in your jurisdiction.
  8. CHEMISHIELD’S UNDERTAKINGS
    1. CHEMISHIELD Indemnity: We shall indemnify you against any claim that your use of or access to the Platform or Services infringes the copyright of any third party provided:
      1. such claim relates to the technology and software underlying the Platform and or the Services;
      2. we are immediately notified of any such claim;
      3. you do not make any admission of liability;
      4. we are given immediate and complete control of such claim, including the right to conduct the defence of any claim and to make any settlements as appropriate; and
      5. the claim does not arise on foot of any of the circumstances set out in Section 7 above.
    2. Remedies: We shall have the right at our discretion, to replace, modify or change the software incorporated in the Services to make any such software non-infringing. The maximum aggregate liability of CHEMISHIELD shall be equal to that which is set out in section 11 of this Agreement. This states the entire liability of CHEMISHIELD to you in respect of the infringement of the Intellectual Property Rights of any third parties.
    3. Disclosure of End User Information:
      1. You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide to us, if required to do so by law or we, in good faith believe that such access, preservation or disclosure is reasonably necessary in our opinion to:
      2. Disclosures of user information to third parties other than those required to provide customer support, to administer this Terms and Conditions, or to comply with legal requirements are addressed in the Privacy Policy.
  9. THIRD PARTY SITES
    1. Links: CHEMISHIELD if it includes links to third party web sites in its Content (“Third Party Site(s)”) is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites or applications. If you decide to access Third Party Sites, you do so at your own risk and agree that your use of any Third Party Sites is on an “as-is” basis without any warranty, and your use of any Third Party Site is subject to the terms and conditions contained therein.
  10. WARRANTY & DISCLAIMER
    1. ANY INFORMATION OR CONTENT CONTAINED IN THE PLATFORM OR PROVIDED VIA THE SERVICES IS PROVIDED “AS IS” OR “AS AVAILABLE”. While CHEMISHIELD strives to provide you with useful and accurate evidence based information, CHEMISHIELD does not warrant, and expressly disclaims, that the information contained in CONTENT PROVIDED BY this PLATFORM is up-to- date and complete.
    2. CHEMISHIELD does not replace the advice of a health and safety professional. chemishield is intended as a support to such health and safety professionals to provide information and to assist the person responsible for treating the chemical substances and making the necessary decisions in respect of retention, storage and disposal.
    3. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED WITH THE PLATFORM, THE SERVICES, OR DO NOT AGREE WITH THE TERMS OF THIS Terms and Conditions, YOU MAY CLOSE YOUR CHEMISHIELD ACCOUNT AND TERMINATE THIS Terms and Conditions IN ACCORDANCE WITH SECTION 14 (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. This PLATFORM AND THE CONTENT PROVIDED BY IT, must not be considered complete or comprehensive due to possible errors in the database.
    4. CHEMISHIELD IS NOT RESPONSIBLE AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES OR COMMUNICATION (SUCH AS EMAILS, FORUM POSTINGS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) UPLOADED TO THE CHEMISHIELD PLATFORM. THE TRANSMISSION OF ANY SUCH MESSAGES OR COMMUNICATION SHALL BE ENTIRELY THE RESPONSIBILITY OF THE MOBILE NETWORK OPERATOR OR BROADBAND INTERNET PROVIDER. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR PERSONAL USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE PLATFORM OR ANY USER MANUALS MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US.
    5. CHEMISHIELD DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS; THEREFORE, CHEMISHIELD DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
    6. CHEMISHIELD DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN OPERATION. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. CHEMISHIELD DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONALITY. FURTHERMORE, CHEMISHIELD DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE PLATFORM DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
    7. IN THE EVENT THAT THE LICENSEE DOES NOT CONFORM WITH THE PAYMENT TERMS SET OUT HEREIN OR IN THE ORDER FORM, THE LICENCE CAN, AT THE DISCRETION OF THE LICENSOR, BE DOWN GRADED TO A FREE VERSION OF THE PLATFORM UNTIL THE PAYMENT CONDITIONS ARE REGULARISED. IN THE EVENT THAT THE LICENSE IS NOT RENEWED UP UPGRADED TO THE PRO VERSION OF THE PLATFORM, THE DATA CONTAINED WITHIN THE ACCOUNT, SHALL BE DELETED BY THE LICENSOR AFTER A REASONABLE PERIOD OF TIME. NO LIABILITY OR DAMAGES FOR THE LOSS OF DATA SHALL RESULT FROM THE FOREGOING FOR THE LICENSOR.
  11. LIMITATION OF LIABILITY.
    1. Precedence: This Section prevails over all other provisions of this Terms and Conditions and sets out the entire liability of CHEMISHIELD in respect of:
      1. the performance, non-performance, purported performance or delay in performance by CHEMISHIELD of its obligations under this Terms and Conditions; and
      2. otherwise in relation to this Agreement or the entering into or performance of this Terms and Conditions.
    2. Losses not excluded: Nothing in this Terms and Conditions shall exclude or limit CHEMISHIELD’s liability specifically;
      1. under the tort of deceit;
      2. for death or personal injury caused by any breach of duty;
      3. any other liability to the extent that under applicable law it cannot be excluded or limited.
    3. No Implied Terms: The terms of this Terms and Conditions are in lieu of all other conditions, warranties and other terms concerning the supply or purported supply of, or failure to supply or delay in supplying, any services (including for those arising under the Sale of Goods Act 1893 and/or the Sale of Goods, Supply of Services Act 1980 (if any)) which might but for this Clause have effect between CHEMISHIELD and you or would otherwise be implied or incorporated into this Terms and Conditions or any collateral contract, whether by statue, common law, or otherwise (including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or as to the use of reasonable skill and care), all of which are hereby excluded.
    4. Non-Contractual Liability: Subject to 11.2, CHEMISHIELD does not accept, and excludes all liability for breach of any obligation or duty to take reasonable care or exercise reasonable skill other than any such obligation or duty arising under this Terms and Conditions.
    5. Indirect Loss: Subject to 11.2, CHEMISHIELD shall not be liable in contract, tort or otherwise howsoever for any of the following losses or damage, (whether or not such damage was foreseen, foreseeable, known or otherwise):
      1. revenue, actual or anticipated profits, contracts, use of money, anticipated savings, business, opportunity, goodwill, reputation, damage or corruption of data ; or
      2. any indirect or consequential loss howsoever caused (including, for the avoidance of doubt, whether such loss or damage is of a type specified in 11.5.1).
      3. Breach of Warranty: For the avoidance of
        1. any use of the Services by you other than in accordance with the terms of this Agreement or use of the Services for a purpose for which they were not designed;
        2. any temporary or permanent reproduction by any means and in any form, in whole or in part, of the Platform;
        3. any reverse assembly, reverse compilation, reverse engineering or adaptation of the whole or part of the Platform;
        4. any alteration, modification, adjustment, translation, adaptation or enhancement made by you to the Website or any combination, connection, operation or use of the Platform with any other equipment, software or documentation;
        5. any dissemination, sale, hire, lease offer or exposure for sale or distribution of the Platform;
        6. any item of third party hardware or software, even if forming part of the software or if the Licensor has recommended such third party hardware or software;
        7. any breach by you of your obligations under this Agreement or of the Licensor’s Intellectual Property Rights; or
        8. any act, omission, negligence, fraud or default of or by you.
    6. INTELLECTUAL PROPERTY RIGHTS
      1. Vesting: You acknowledge that all Intellectual Property Rights, title and interest in the Platform and the Services contained therein, throughout the world belong to CHEMISHIELD, that rights in the these are licensed (not sold) to you, and that you have no rights in, or to, the Platform and the Services other than the right to use them in accordance with the terms of this Terms and Conditions.
      2. Contributions: CHEMISHIELD provides a feedback facility and engages in surveys from time to time. Please note that CHEMISHIELD develop or are developing similar ideas independently of any content, information, ideas, suggestions or other materials which you may supply.. Any ideas, suggestions, documents, improvements, comments, proposals or feedback in relation to the operation of the Website and or the Services (“Feedback”) in whatever manner or form facilitated by the Platform; any such communication with CHEMISHIELD whether verbally, via postings on blogs, forums, questionnaires, email and the like (“Communication”), you acknowledge and agree that such Feedback and or Communication (together “Contributions”):
        1. do not contain confidential or proprietary information;
        2. do not create any express or implied obligation of confidentiality in respect of CHEMISHIELD;
        3. CHEMISHIELD is free to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide;
        4. does not preclude CHEMISHIELD from having something similar to the Contributions already under consideration or in development;
        5. 10.2.5. that you irrevocably waive and assign all right, title and interest in and to the Contributions to CHEMISHIELD;
        6. does not entitle you to any compensation, royalty or reimbursement of any kind from CHEMISHIELD under any circumstances; and
        7. you further agree to provide CHEMISHIELD with such assistance as may be required in documenting, perfecting and maintaining CHEMISHIELD’s rights in and to any such Contributions.
    7. INTEGRITY OF DATA
      1. Not Bespoke: You acknowledge that the Platform, the Services and the software have not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Platform and the Services as described on the Website, meet your requirements.
      2. Minor Errors: You acknowledge that the Platform and the Services may not be free of bugs or errors and you agree that the existence of any errors shall not constitute a breach of this Licence.
      3. Insurance: You agree that you are the best judge of the value and importance of the data held on your End-User Account and that you will be solely responsible for taking out any insurance policy or other financial cover for loss or damage which may arise from loss of data for any reason.
    8. TERMINATION
      1. Duration: This Licence is effective either until deactivated by you by emailing us at sales@chemishield.com.
      2. Immediate Termination: CHEMISHIELD may terminate this Licence immediately if:
        1. you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of notice requiring you to do so, including non payment in circumstances where payment is obliged pursuant to an Order Form;
        2. a petition for a bankruptcy order to be made against you has been presented to the court;
        3. if CHEMISHIELD believes, at its sole discretion, that you are not adhering to the terms and conditions of this Terms and Conditions or the Privacy Policy; or
        4. for just cause at the sole discretion of CHEMISHIELD to include, but not limited to the abuse of any fair usage policy or for the breach of any matter outlined under Section 7.1 above.
      3. Upon termination for any reason:
        1. all rights granted to you under this Licence shall cease;
        2. you must cease all activities authorised by this Licence;
        3. you must immediately pay to the Licensor any sums due to the Licensor under this Licence if applicable; and
        4. All data stored and retained in the System will be deleted within a reasonable period.
      4. In the event that the Licensee does not conform with the payment terms set out herein or in the order form, the licence can, at the discretion of the Licensor, be down-graded to a free version of the Platform until the payment conditions are regularised. In the event that the License is not renewed or re-instated to the pro version of the Platform, the data contained within the account, shall be deleted by the Licensor after a reasonable period of time. No liability or damages for the loss of data shall result from the foregoing for the Licensor.
    9. DATA PROTECTION: CHEMISHIELD shall comply with the Data Protection requirements set out in the Privacy Policy.
    10. NOTICES
      1. Service messages: For the purposes of service messages and notices about the Services to you, CHEMISHIELD may place a banner notice across the Platform to alert you to certain changes such as modifications to this Terms and Conditions. Alternatively, notice may consist of an email from CHEMISHIELD to an email address associated with your account, even if we have other contact information, or via a digital distribution platform for mobile applications, applicable to your particular device.
      2. General Communication: You also agree that CHEMISHIELD may communicate with you through your account or through other means including email, mobile and telephone about your account or services associated with CHEMISHIELD. Please review your settings to control what kind of messages you receive from us. To unsubscribe from any communication we circulate to you, please click on the unsubscribe mechanism at the bottom of the communication. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so, to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Platform and Services.
      3. Contacting CHEMISHIELD: In addition CHEMISHIELD may be contacted via our mail courier at: 20 Queen’s Street, Tramore, Co. Waterford, Ireland, X91 TD81 and sales@chemishield.com or via the widget on the Website.
    1. AMENDMENTS TO THE LICENCE
      1. Amendments: CHEMISHIELD reserves the right, at our sole discretion, to amend, add or delete any of the terms and conditions of this Licence. CHEMISHIELD will post notifications of any such changes to this Licence on the Website, will provide a link to the revised version of this Licence, and may provide such other notice as the Licensor may elect in its sole discretion. If any future changes to this Licence are unacceptable to you or cause you to no longer be in compliance with this Licence, you may terminate this Licence in accordance with the terms herein.
      2. Evidence of Acceptance: Your installation, download and/or use of any updated or modified Software (if any) and/or your continued use of the Website or the Services following notice of changes to this Licence as described above means you accept any and all such changes. CHEMISHIELD may change, modify, suspend, or discontinue any aspect of the Website and/or the Services at any time.
      3. Limits: CHEMISHIELD may also impose limits on certain features without notice or liability. You disclaim any right, title or interest, monetary or otherwise, in any feature or content contained in the Platform and/or the Services.
    2. WAIVER
      1. Strict Performance: If CHEMISHIELD fails, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if CHEMISHIELD fails to exercise any of the rights or remedies to which it is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
    3. CONFIDENTIAL INFORMATION
      1. Non-Confidential Relationship: You acknowledge and agree that your relationship with CHEMISHIELD is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Generated Content does not place CHEMISHIELD in a position that is any different from the position held by members of the general public, including with regard to your User Generated Content. None of your User Generated Content will be subject to any obligation of confidence on the part of CHEMISHIELD, and CHEMISHIELD will not be liable for any use or disclosure of any Content you provide, subject at all times to the terms of the Privacy Policy.
    4. SEVERABILITY: Severance of Terms: If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
    5. ENTIRE AGREEMENT: This Terms and Conditions and any document expressly referred to in it represents the entire agreement between you and CHEMISHIELD, in relation to the license hereunder and supersedes any prior agreement, representation, understanding or arrangement between us, whether oral or in writing. Both Parties hereunder acknowledge that, in entering into this Terms and Conditions, neither Party has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence.
    6. LAW AND JURISDICTION
      1. Jurisdiction: This Terms and Conditions is governed by Irish law. Any dispute arising from, or related to, any term of this Terms and Conditions shall be subject to the exclusive jurisdiction of the Irish courts.
    7. LANGUAGE: Any dispute arising from, or related to, any term of this Terms and Conditions arising between the Parties, shall be resolved or determined based on the English language version alone. These terms were originally written in English. In the event that these terms are translated into any other language, the translation shall be for review purposes only and have no legal effect.
    8. RELATIONSHIP: Nothing in this Agreement shall create, evidence or imply any agency, partnership or joint venture between you and CHEMISHIELD. Neither you nor CHEMISHIELD shall act or describe itself as the agent of the other; nor shall either party represent that it has any authority to make commitments on behalf of the other.

END USER LICENCE AGREEMENT VERSION DRAFT 1.0

LAST UPDATED: July 2019

APHEX AUTOMATION SYSTEMS LIMITED

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