1. SCOPE OF APPLICATION
2.1 Users may need to create an account or otherwise register within the Portal to access all of the features and any User-specific content of the Portal. Users may request registration by following the prompts and links provided in the Portal. It is the User’s responsibility to ensure that its information is accurate, up to date, complete and confidential. If there is any change in the User’s status or information, the User must promptly notify Brenntag of those changes.
2.2 Brenntag may refuse or revoke any User’s registration without notice or reason and in its sole discretion. Brenntag shall not be liable for any delay, denial or termination of any registrations whatsoever.
3. PASSWORD AND OBLIGATIONS OF THE USER
3.1 Registration and logging into the Portal will require a unique username and password, which will either be chosen by the User or assigned to the User by Brenntag during or after the registration process.
3.2 In the event that the User loses his/her username or password or suspects that an unauthorized party gained access to the User’s login credentials, the User must change his/her password immediately and inform Brenntag in writing of the issue.
3.3 The User must notify Brenntag in writing when an employee or third party (e.g. consultants) which has login credentials or other access to the Portal leaves the company or is no longer performing work on behalf of the company. At the latest, notice should be given upon the termination of employment or association. Any actual or threatened misuse of the Portal must be reported immediately to Brenntag. In such an event, Brenntag may, at is discretion, provide a new login name and/or password.
3.4 The User shall be responsible and held liable for all content posted or uploaded to the Portal, or any other abusive behavior on the Portal by an employee and/or third party affiliate of the User.
3.5 The User shall not post or upload any content that: (A) in any way violate or imperil the rights or intellectual property (including, but not limited to, trademarks, copyrights, patents, and trade secrets) of Brenntag or any of its affiliates, (B) is illegal, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful or (C) contain viruses, circumvention devices, or unsolicited mass mailings (spam). The User shall observe any existing intellectual property rights and any other property rights of third parties, and may not enter into any illegal agreements, or engage in conduct or concerted practices that could give rise to violations of antitrust law.
3.6 Brenntag is entitled to delete any content posted or uploaded to the Portal and to exclude the User from further use of the Portal.
4. DELETION OF THE REGISTRATION
5.2 NOT WITHSTANDING ANYThING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW:
(B) IN NO EVENT WILL THE TOTAL AGGREGATE OF BRENNTAG, ITS AFFILIATES AND THIRD-PARTY PROVIDERS EXCEED $500.00 USD FOR THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GIVES RISE TO THE LIABILITY. THIS LIABILITY LIMIT IS CUMULATIVE AND NOT PER INCIDENT.
(C) NO ACTION, REGARDLESS OF FORM, ARISING OUT OF USE OF THE PORTAL HEREUNDER, MAY BE COMMENCED BY A USER MORE THAN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CAUSE OF ACTION.
5.4 The User shall fully indemnify, protect, defend, release and hold harmless the Brenntag from and against any and all claims, losses, expenses (including reasonable expert and attorneys’ fees), demands, damages, judgments, causes of action, suits and liabilities of third parties arising out of or related to the User’s: (i) uploading or providing information or content in violation of a third party’s intellectual property rights; (ii) breach of this Agreement; (iii) negligent act, omission or willful misconduct; or (iv) violation of a federal, state, provincial or local law or regulation.
6.1 THE PORTAL IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. BRENNTAG DOES NOT MAKE ANY WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. BRENNTAG DOES NOT WARRANT THAT THE PORTAL: (A) IS FREE OF TECHNICAL DEFECTS; (B) WILL BE PERMENENTLY AVAILABLE OR AVAILABLE WITHOUT INTERRUPTION; OR (C) CONTAINS CURRENT, COMPLETE, OR ACCURATE INFORMATION. THE SERVICES OF THE PORTAL ARE OFFERED BY BRENNTAG FREE OF CHARGE, WITHOUT ANY LEGAL OBLIGATIONS TO MAINTAIN THE INFORMATION OR OPERATIONS. BRENNTAG, IN ITS SOLE DISCRETION, RESERVES THE RIGHT TO: (A) CEASE THE OPERATION OF THE PORTAL COMPLETELY OR PARTIALLY, TEMPORARILY OR PERMANENTLY AT ANY TIME WITHOUT PRIOR NOTICE; OR (B) TO MAKE THE USE OF THE PORTAL CONTINGENT ON THE PAYMENT OF FEES.
6.2 BRENNTAG DOES NOT CLAIM OWNERSHIP OR RESPONSIBILITY OF ANY THIRD PARTY CONTENT OR INTELLECTUAL PROPERTY USED IN THE PORTAL AS ITS OWN.
6.3 BRENNTAG SHALL IN NO WAY BE LIABLE FOR DAMAGES INCURRED BY A USER’S RELIANCE ON THE ACCURACY AND COMPLETENESS OF ANY CONTENT PLACED IN THE PORTAL.
7. USE OF DATA AND DATA PROTECTION
8.1 This Agreement shall be governed by and enforced in accordance with the laws of the jurisdiction in which the Seller’s corporate office is located without reference to its conflict of law rules. The parties hereby consent to the personal jurisdiction in the aforementioned jurisdiction and waive any right to object to such jurisdiction on any basis, including but not limited to, forum non conveniens. Each Party knowingly, voluntarily and intentionally waives, to the fullest extent permitted by law, any right it may have to a trial by jury in any legal action arising out of or relating to this Agreement. Each party represents that it has consulted or had the opportunity to consult with legal counsel with respect to this waiver. Both parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement.
9. INTELLECTUAL PROPERTY
9.1 All intellectual property, including trademarks, patentable material, trade secrets, and copyrightable material, including but not limited to, text, graphics, logos, button icons, images, audio clips, digital downloads, videos, data compilations, and software is the property of Brenntag Group, its affiliates, and/or its licensors.
11. OTHER PROVISIONS
(Last Updated: 2018-02-15)