ChemLink Platform Terms of Use

These Terms of Use (“Terms”) are a legal contract between you (“you”) and Chemonics International, Inc. (“Company”, “us”, “our” or “we”) and govern your use of all the text, data, information, software, graphics, videos, audio, photographs and other materials (collectively referred to as “Materials”) that we and our affiliates may make available to you through any area of the ChemLink.me website (“Site”), and any services we may provide through the Site (the “Services” and collectively with the Site and Materials, the “Platform”).

READ THESE TERMS CAREFULLY BEFORE BROWSING THE PLATFORM. USING THE SITE AND/OR ANY SERVICE OR MATERIAL INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE TERMS. IF YOU ARE AGREEING TO THESE TERMS AS AN INDIVIDUAL, “YOU” REFERS TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “YOU” REFERS TO THAT ENTITY. YOU CANNOT USE THE PLATFORM IF YOU DO NOT ACCEPT THESE TERMS.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH THE COMPANY. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

CHANGES.

We may alter the Materials and Services we offer you and/or may choose to modify, suspend or discontinue any part or all of the Platform at any time and without notifying you. We may also change, update, add or remove provisions of these Terms from time to time. We will inform you of any modifications to these Terms by posting the modified terms of use on the Site and, if you have registered for an account with us (as described below), by describing the modifications to these Terms in an email that we will send to the address associated with your account in our records. To be sure we properly reach your email inbox, we just ask that you let us know if your preferred email address changes at any time after your registration.

If you object to any such modifications, your sole recourse shall be to cease using the Platform. Continued use of the Platform or any portion thereof following notice of any such modifications indicates you acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly designated legal notices or terms located on particular pages of the Site or on the sites of our partners. Such expressly designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.

GENERAL USE.

By using the Platform, you agree that you are at least 18 years of age, or if you are under 18 years of age (a “Minor”), that you are using the Platform with the consent of your parent or legal guardian and you have received your parent’s or legal guardian’s permission to use the Platform and agree to these Terms. If you are a parent or legal guardian of a Minor, you agree to bind the Minor to these Terms and to fully indemnify and hold us harmless if the Minor breaches any of these Terms.

Subject to your compliance with the terms and conditions of these Terms, Company herby grants you a limited, personal, non-exclusive and non-transferable license to access, use and to display the Materials on the Platform for your personal, non-commercial use when using the Platform; your right to use the Materials is conditioned on your compliance with these Terms. You may not distribute, publicly display, publicly perform or otherwise use the Materials outside the Platform. You have no other rights in the Platform or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit the Platform or any of the Materials in any manner. If you make copies of any of the Materials then we ask that you be sure to keep on the copies all of our copyright and other proprietary notices as they appear on the Platform.
Unfortunately, if you breach any of these Terms, the above license(s) will terminate automatically and you must immediately destroy any downloaded or printed Materials (and any copies thereof).

USING THE PLATFORM.

You are responsible for complying with these Terms when you access and use the Platform. To create an account with us, you must submit all of the information and documentation required on the account registration page on the Site. For so long as you use the account, you agree to provide true, accurate, current, and complete information which can be accomplished by logging into your account and making relevant changes directly.

ChemLink may collect data from user inputs, Chemonics internal systems (CRM and Active Directory), and public LinkedIn profiles (if authorized). By using the LinkedIn import feature or uploading information, you authorize the Company to process, display, and store your LinkedIn data. Your information will be used solely for professional profile building, project matching, and internal analytics. If you use the LinkedIn import feature, you confirm that you own or control the LinkedIn account provided and you permit the Company to retrieve, process, and integrate your LinkedIn information into your profile. You are responsible for reviewing and resolving any imported data before saving.

You are responsible for maintaining the confidentiality of your log-in credentials and agree that you are fully responsible and liable for all usage and activities that occurs under your account, whether authorized by you or not. Unless expressly permitted in writing by Company, you may not sell, rent, lease, share, or provide access to your account to anyone else. You agree to notify Company immediately if you know of or suspect any unauthorized use of your account or password or any other breach of security related to your account.

Notwithstanding anything to the contrary in these Terms, Company reserves the right to deny the creation of, suspend access to, or terminate your account, or to remove or modify features, functionalities and/or services available through your account, at any time in its sole discretion and without prior notice or liability to you. If your account is terminated for any reason, you may not create a new account unless you first obtain written permission from Company.

ELECTRONIC COMMUNICATIONS.

By using the Platform (or any part thereof), you consent to receiving electronic communications from us (including, if you have opted in, via text message) and from other users of the Platform. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Platform. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. Standard carrier data charges may apply to your use of text messaging and you are solely responsible for such charges.

PRIVACY POLICY.

We respect the information that you provide to us, and want to be sure you fully understand exactly how we use that information. So, please review our Privacy Policy (“Privacy Policy”) https://www.chemonics.com/chemlink-privacy-notice/, which explains how we use such information. By creating a Platform account, you are expressly consenting to the Privacy Policy.

LINKS TO THIRD-PARTY SITES.

The Platform may provide links to third-party websites. If you use these links, you will leave our Platform. We are not obligated to review any third-party websites that you link to from the Platform, we do not control any of the third-party websites, and we are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, unless specifically stated on the Platform, we do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from the Platform, you do so entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites.

YOU AGREE THAT COMPANY WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR CONDUCT OF ANY THIRD-PARTY. Any reference on the Platform to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply Company’s endorsement or recommendation.

USER PROVIDED CONTENT.

Certain areas of the Platform may permit you to upload or submit information, images, video, data, text, messages, or other materials (each, a “User Submission”). You agree that you are solely responsible for all of your User Submissions and that any such User Submission is considered both non-confidential and non-proprietary. Because of this, we ask that you do not submit information to the Platform that you intend to keep confidential. Further, we do not guarantee that you will be able to edit or delete any User Submission you have submitted.

By submitting any User Submission, you represent, warrant and covenant that:

  • You own all rights in your User Submission (including, without limitation, all rights to the reproduction and display of your User Submission) or, alternatively, you have acquired all necessary rights in your User Submission to enable you to grant to us the rights in your User Submission as described in these Terms;
  • You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your User Submission;
  • Your User Submission does not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
  • You voluntarily agree to waive all “moral rights” that you may have in your User Submission;
  • Any information contained in your User Submissions is not known by you to be false, inaccurate, or misleading;
  • Your User Submission does not violate any law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
  • Your User Submission is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another’s privacy;
  • You were not and will not be compensated or granted any consideration by any third party for submitting your User Submission;
  • Your User Submission does not incorporate materials from a third-party website, or addresses, email addresses, contact information, or phone numbers (other than your own);
  • Your User Submission does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
  • Your User Submission does not contain any information that you consider confidential, proprietary, or personal; and
  • Your User Submission does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.

 

By providing User Submissions, you grant to us an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (sublicensable through multiple tiers) to:

  • Use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your User Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed;
  • Use (and permit others to use) your User Submissions in any manner and for any purpose (including, without limitation, commercial purposes) that we deem appropriate in our sole discretion (including, without limitation, to incorporate your User Submissions or any modification thereto, in whole or in part, into any technology, product, or service);
  • Display advertisements in connection with your User Submissions and to use your User Submissions for advertising and promotional purposes.

 

We may, but are not obligated to, pre-screen User Submissions or monitor any area of the Platform through which User Submissions may be submitted. We are not required to host, display, or distribute any User Submissions on or through the Platform and may remove at any time or refuse, disallow or block any User Submissions for any reason. We are not responsible for any loss, theft, or damage of any kind to any User Submissions. Further, you agree that we may freely disclose your User Submissions to any third party absent any obligation of confidence on the part of the recipient.

Notwithstanding the foregoing, any resumés or other materials that you submit for consideration for employment will only be used to evaluate your suitability for jobs at the Company and/or our affiliates.

UNAUTHORIZED ACTIVITIES.

To be clear, we authorize your use of the Platform only for individual, personal purposes (“Permitted Purposes”). Any other use of the Platform beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of the Platform. This is because as between you and Company, all rights in the Platform remain our property.

Unauthorized use of the Platform may result in violation of various United States and international laws. Unless you have written permission from us stating otherwise, you are not authorized to use the Platform in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):

  • for any public or commercial purpose which includes use of the Materials on another site or through a networked computer environment;
  • in a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of the Platform;
  • in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
  • to stalk, harass, or harm another individual;
  • to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
  • in a manner that may create a conflict of interest or undermine the purposes of the Services, such as trading reviews with other users or writing or soliciting fake reviews;
  • in a manner that infringes any copyright, trademark or other intellectual property or privacy rights of any other person;
  • to interfere with or disrupt the Platform or servers or networks connected to the Platform;
  • to harvest or collect email addresses or other contact information of other users of the Platform;
  • to use any scraping, data mining, robots, or similar data gathering or extraction methods in connection with the Platform; or
  • to attempt to circumvent any content filtering techniques we employ or to gain unauthorized access to any portion of the Platform or any other accounts, computer systems, or networks connected to the Platform, whether through hacking, password mining, or any other means.

 

Company may temporarily suspend your access to the Platform in the event that you are engaged in, or Company in good faith suspects you are engaged in, any unauthorized conduct (including, but not limited to any violation of these Terms). Notwithstanding anything in this Section to the contrary, suspension of access to the Platform is in addition to any other remedies that Company may have under these Terms or otherwise, including but not limited to termination of these Terms and your ability to use the Platform. Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, we may, in our reasonable discretion, determine that such circumstances, taken together, constitute a material breach.

You agree to indemnify and hold Company and its officers, employees, directors and agents harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, costs, awards, fines, damages, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Platform, your violation of these Terms or your violation of any rights of another. You alone are responsible for any violation of these Terms by you or by anyone using your account. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim.

PROPRIETARY RIGHTS.

The trademarks, service marks, and logos of Company (“Our Trademarks”) used and displayed on various parts of the Platform are registered and unregistered trademarks or service marks of Company. Other company, product, and service names located on our platforms may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with Our Trademarks, the “Trademarks”). Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Our Trademarks inures to our benefit.

As between Company and you, all right, title and interest in the Platform, the Materials (other than your Works), and all modifications and enhancements thereof including all copyright rights, patent rights and other intellectual property rights in each of the foregoing, belong to and are retained solely by Company or Company’s licensors and providers, as applicable.

DISPUTES BETWEEN USERS; INTELLECTUAL PROPERTY INFRINGEMENT.

No agency, partnership, joint venture, or employment is created as a result of these Terms or you use of any part of the Platform. You do not have any authority whatsoever to bind Company in any respect.

Your interactions with individuals and/or organizations found on or through the Platform, including your decision to purchase goods and/or services from or provide goods and/or services to, such individuals and/or organizations, is your decision for which you alone are responsible. You should take reasonable precautions and make whatever investigation or inquiries you deem necessary or appropriate before proceeding with any online or offline transaction with any third party, including without limitation, any individuals or entities with whom you may interact as a result of your use of the Platform

You understand and agree that Company does not and cannot verify the statements of users of the Platform or make representations as to the suitability of (i) any individual you may decide to interact with on or through the Platform and/or (ii) the accuracy or suitability of any advice, information, or recommendations made by any individual.

IF THERE IS A DISPUTE BETWEEN USERS OF THE PLATFORM, OR BETWEEN ANY USER OF THE PLATFORM AND ANY OTHER THIRD PARTY, YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY IS UNDER NO OBLIGATION TO BECOME INVOLVED. IN THE EVENT THAT A DISPUTE ARISES BETWEEN YOU AND ANY THIRD PARTY, YOU HEREBY RELEASE COMPANY, ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, AND SUCCESSORS IN RIGHTS FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR UNFORESEEABLE, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES. IF USER IS A CALIFORNIA RESIDENT, USER WAIVES CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

We respect the intellectual property rights of others and encourage you to do the same. Accordingly, we have a policy of removing Material that violates intellectual property rights of others, suspending access to the Platform (or any portion thereof) to any user who uses the Platform in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the Platform in violation of someone’s intellectual property rights.

Pursuant to Title 17 of the United States Code, Section 512, we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright or other intellectual property right is being infringed by a user of the Platform, please provide written notice to our agent for notice of claims of infringement: ChemLinkHelp@chemonics.com

 

To be sure the matter is handled immediately, your written notice must:

  • Contain your physical or electronic signature;
  • Identify the copyrighted work or other intellectual property alleged to have been infringed;
  • Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;
  • Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address);
  • Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner’s agent or the law;
  • Contain a statement that the information in the written notice is accurate; and
  • Contain statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.

 

Unless the notice pertains to copyright or other intellectual property infringement, the agent will be unable to address the listed concern.

Submitting a Digital Millennium Copyright Act (“DMCA”) Counter-Notification
We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, you may provide our agent with a written counter-notification that includes the following information:

1. Your physical or electronic signature;
2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

DISCLAIMER OF WARRANTIES.

THE SITE, MATERIALS, AND SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”, AND THE ENTIRE RISK AS TO THEIR USE IS WITH YOU. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE SITE, MATERIALS, AND SERVICES, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE SITE, MATERIALS, AND SERVICES WILL MEET YOUR REQUIREMENTS, THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, MATERIALS, AND SERVICES, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OR SERVICES OBTAINED THROUGH THE USE OF THE PLATFORM, AND ARE NOT RESPONSIBLE FOR THE PRODUCTS, SERVICES, ACTIONS, OR FAILURE TO ACT OF ANY THIRD PARTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE PLATFORM OR FROM US OR OUR SUBSIDIARIES/OTHER AFFILIATED COMPANIES SHALL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES.

LIMITATION OF LIABILITY.

YOU ARE USING THE SITE, MATERIALS, AND SERVICES AT YOUR SOLE RISK. NEITHER COMPANY NOR ITS LICENSORS SHALL BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE PLATFORM OR YOUR USE OF OUR SERVICES OR ANY MATERIALS. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES RESULTING FROM LOSS OF DATA, REVENUE, PROFITS, COST OF SUBSTITUTE GOODS AND SERVICES, USE, OR OTHER ECONOMIC ADVANTAGE, HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE.

NEITHER COMPANY NOR ITS LICENSORS SHALL BE LIABLE TO YOU FOR CUMULATIVE, AGGREGATE DAMAGES EXCEED THE GREATER THAN ONE HUNDRED DOLLARS ($100) AND THE AMOUNTS YOU PAY COMPANY FOR USE OF, OR IN CONNECTION WITH, THE PLATFORM.

YOU ACKNOWLEDGE THAT THE TERMS IN THIS SECTION (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE AND WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.

LOCAL LAWS; EXPORT CONTROL.

We control and operate the Platform and provide the Services from our headquarters in the United States of America and the entirety of the Platform may not be appropriate or available for use in other locations. If you use the Platform (or any portion thereof) outside the United States of America, you are solely responsible for following applicable local laws.

FEEDBACK.

Any comments, questions, suggestions or other feedback (collectively, “Feedback”) you provide to us through any communication whatsoever (e.g., call, letter, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. You understand and agree, however, that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

TERMINATION.

To the fullest extent permitted by applicable law, Company reserves the right, without notice and in our sole discretion, to terminate your license to use the Platform and to block or prevent your future access to and use of the Platform, including but not limited to where we reasonably consider that: (a) your use of the Platform violates these Terms or applicable law; (b) you fraudulently use or misuse the Platform; or (c) we are unable to continue providing the Platform to you due to technical or legitimate business reasons. To the fullest extent permitted by applicable law, your only remedy with respect to any dissatisfaction with: (i) the Platform (ii) any term of these Terms; (iii) any policy or practice of Company, or (iv) any content or information transmitted through the Platform, is to terminate your account and to discontinue use of any and all parts of the Platform.

DISPUTE RESOLUTION AND ARBITRATION; MASS ARBITRATION; CLASS ACTION WAIVER.

This section is deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act, and you and Company each agree that this section is intended to satisfy the “writing” requirement of the Federal Arbitration Act.

THE FOLLOWING TERMS TO WHICH YOU ARE CONSENTING CONSIST OF A PRE-DISPUTE RESOLUTION PROCESS, BINDING ARBITRATION PROVISION, MASS ARBITRATION PROVISION, AND A CLASS-ACTION AND JURY TRIAL WAIVER.

To the fullest extent permitted by law, by using the Platform, you and Company agree that if a dispute arises between you and Company relating in any way to the Platform or your use thereof, including common law or statutory claims, the dispute will be resolved in accordance with the provisions set forth in this section. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW CLAIMS YOU AND COMPANY HAVE AGAINST EACH OTHER ARE RESOLVED. You and Company agree that any and all disputes or claims that have arisen or may arise between you and Company in connection with the Platform, including any products or services offered or sold on the Platform and your use of the Platform, shall be resolved exclusively through confidential, final, and binding arbitration; provided that either party may file suit in court seeking to enjoin infringement, misappropriation, or misuse of its intellectual property rights. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY.

Opt-out

You may elect to opt-out (exclude yourself) from the pre-arbitration dispute resolution, final, binding arbitration procedure, mass arbitration procedure, and waiver of class and representative proceedings specified in these Terms by sending a written letter to Company at 1275 New Jersey Ave SE, Suite 200, Washington D.C. 20003 (the “Notice Address”), within thirty (30) calendar days of your initial agreement to these Terms. The letter must be signed personally by you or your legal guardian and specify: (1) your first and last name; (2) your mailing address; (3) your email address; and (4) your request to be excluded from the final, binding arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that you opt-out consistent with the procedures set forth above, all other terms of these Terms shall continue to apply.

Pre-Arbitration Dispute Resolution

You and Company agree that whenever you or Company have a disagreement (“Dispute”) with the other arising out of, connected to, or in any way related to the Platform that is subject to the arbitration provision herein, you and Company will first send a written notice to the other party (a “Demand”). You and Company agree that the requirements of this Dispute Resolution section will apply even to disagreements that may have arisen before you accepted these Terms. You must send the Demand to the Notice Address. Company must send the Demand to you via certified mail to the most recent address Company has on file for you (or by email if Company only has an email address for you on file). A Demand (1) shall seek to resolve a Dispute only on an individual basis; (2) shall state the full basis for the Dispute (including the details about the Dispute sufficient for the recipient to review and respond) and the date that the Dispute arose; (3) shall provide the individual claimant’s full name, phone number, and email address to confirm their identity and to aid communication; and (4) shall be personally signed by the individual claimant or for Company by its authorized representative (and not only their counsel). Within twenty (20) business days of receipt of a Demand, the recipient may request an individualized video or telephone conference to attempt in good faith to resolve the Dispute which both you and Company will personally attend (with counsel, if represented). You and Company agree that you and Company will not take any legal action, including filing a lawsuit or demanding arbitration, until after the period to request a conference expires or, if a conference is requested, twenty (20) business days after the individualized conference is completed. Compliance with this informal dispute resolution procedure section is mandatory and a condition precedent to initiating any lawsuit or arbitration. This procedure is essential to providing each of us a meaningful opportunity to resolve Disputes informally. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth above. A court of competent jurisdiction may enjoin the filing or prosecution of a lawsuit or arbitration if these requirements have not been met.

Arbitration Procedure

If the Dispute stated in the Demand is not resolved to your or Company’s satisfaction within ten (10) business days after the conference described above (or within ten (10) business days after the time when such a conference may be requested if no conference has been requested), and you intend on taking legal action, you agree that you will file a demand for arbitration with JAMS. The arbitration will be conducted under JAMS’s Comprehensive Rules & Procedures, including the JAMS’s Consumer Rules (as applicable), as modified by this Agreement to Arbitrate. The JAMS’s rules and a form for initiating arbitration proceedings are available on the JAMS’s website at: https://www.jamsadr.com/rules-comprehensive-arbitration/. The arbitrator, and not any federal, state, provincial, territorial or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable, except that a court of competent jurisdiction may enjoin the filing or prosecution of an arbitration if the Pre-Arbitration Dispute Resolution requirements set forth above have not been met.

The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, either you or Company may elect to have the arbitration conducted by telephone and/or video conference or based solely on written submissions, which election shall be binding on the other party subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at an in-person hearing may be made by telephone and/or video conference, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all claims in accordance with the laws of Washington, D.C., including recognized principles of equity, and will honor all claims of privilege recognized by law.

The arbitrator’s award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration, and arbitrator fees will be governed by JAMS’s rules.

Class Action Waiver

You and Company agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Company agree otherwise or the Mass Arbitration provisions set forth below are triggered, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect any other person or party. You and Company further agree that in the event this arbitration agreement is held to be unenforceable for any reason, the prohibitions on class and representative actions and non-individualized relief set forth in this paragraph are severable and shall apply to any claim between you and Company in any forum. YOU ARE GIVING UP THE RIGHT TO COMMENCE OR PARTICIPATE IN CLASS AND REPRESENTATIVE ACTIONS.

Mass Arbitration

If, at any time, 25 or more claimants (including you) submit Demands or seek to file demands for arbitration raising similar claims against Company, and such circumstances meet the definition and criteria of Mass Filings (“Mass Filing”) set forth in National Arbitration & Mediation’s (“NAM”) Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM’s Mass Filing Rules”) available at https://www.namadr.com/resources/rules-fees-forms/), you and Company agree that JAMS shall not serve as arbitrator and that instead NAM shall administer any Mass Filing claims and the NAM Mass Filing Rules in effect at the time such claim is filed shall apply as modified below. The parties agree to the appointment of a Procedural Arbitrator pursuant to NAM’s Mass Filing Rules, and additionally agree that the Procedural Arbitrator will have the authority to determine jurisdiction and arbitrability including, but not limited to, any issue regarding the validity, existence, formation or scope of the agreement under which Arbitration is being sought, and the proper parties to the Arbitration. You agree that throughout this process, the parties’ counsels shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Filing. You acknowledge and agree that your election to participate in a Mass Filing may result in a delay in the adjudication of your dispute with Company. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth below.

Stage One: Counsel for the claimants and counsel for Company shall each select 15 claims per side (30 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this initial set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and Company will pay the mediator’s fee.

Stage Two: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for Company shall each select 20 claims per side (40 claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agreed to in writing. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this second set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and Company will pay the mediator’s fee.

If your claim is not resolved as part of the staged process identified above, either:

Option One: You and we may separately or by agreement, opt out of arbitration and elect to have your claim heard in court consistent with these Terms. You may opt out of arbitration by sending us your individual, personally signed notice of your intention to opt out by certified mail addressed to the Notice Address. Such an opt-out notice must include a statement, personally signed by you, that you wish to opt out of arbitration within 30 days after the conclusion of Stage Two or the elective mediation associated with Stage Two. We may opt your claim out of arbitration by sending an individual, personally signed notice of our intention to opt out to your counsel within 14 days after the expiration of your 30-day opt out period. Counsels for the parties may agree to adjust these deadlines.

OR

Option Two: If neither you nor we elect to have your claim heard in court consistent with Option One, then you agree that your claim will be resolved as part of continuing, staged individual arbitration proceedings as set forth below. Assuming the number of remaining claims exceeds 100, then 100 claims shall be randomly selected (or selected through a process agreed to by counsels for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining claims is fewer than 100, then all of those claims will be filed and proceed in individual arbitrations. Any remaining claims will not be filed or be deemed filed in arbitration, nor will any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After each set of 100 claims are adjudicated, settled, withdrawn, or otherwise resolved, this process shall repeat consistent with these parameters. Counsels for the parties are encouraged to meet and confer, participate in mediation, and engage with each other and with NAM (including through a Procedural Arbitrator, as such term is used in the NAM Rules) to explore ways to streamline the adjudication of claims, increase the number of claims to proceed at any given time, promote efficiencies, conserve resources, and resolve the remaining claims.

You and Company agree that each party values the integrity and efficiency of arbitration and wishes to employ the process for the fair resolution of genuine and sincere disputes between the parties. You and Company acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. The parties further agree that application of these Mass Filing procedures have been reasonably designed to result in an efficient and fair adjudication of such cases. If any part of this Mass Arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the NAM rules, then the balance of this Mass Arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision was not contained herein unless the lack of such provision would lead this Mass Arbitration provision to fail of its essential purpose.

A court of competent jurisdiction shall have the authority to enforce these Mass Filing provisions and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to your claim, and a court of competent jurisdiction determines that they are not enforceable as to your claim, then your claim will proceed before JAMS pursuant to the JAMS Mass Arbitration Procedures and Guidelines (available at https://www.jamsadr.com/mass-arbitration-procedures). If a court of competent jurisdiction also determines that the JAMS Mass Arbitration Procedures and Guidelines are not enforceable as to your Claim, then the remaining Claims shall be subject to Option One or Option Two above as selected by you or us.

GENERAL.

We prefer to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by us, may result in immediate termination of your access to the Platform without prior notice to you. The Federal Arbitration Act, applicable U.S. federal law and the laws of Washington, D.C., without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. Any disputes relating to these Terms or the Platform not subject to the arbitration and mass arbitration procedures above will be heard in the courts located in Washington, D.C.. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Our failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and Company and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Company about the Platform. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

CONTACT US.

If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at ChemLinkHelp@chemonics.com.