Web Site Terms of Use

Welcome to the Millennium Inorganic Chemicals ("Millennium") web site (the "Site"). By using the Site, you are indicating that you agree to follow and be bound by the following terms and conditions concerning your use of the Site ("Terms of Use").

 

1.  Eligibility for Registration
Although only Members (as defined below) may use the Millennium Direct web-based service that allows Members to purchase products online, obtain certificates of analysis, and track product orders (the "Service"), visitors ("Visitors") may use the Site for informational purposes and are subject to all of the Terms of Use (Visitors and Members may be referred to collectively as "Users" or "you").  The Service is available to individuals over the age of eighteen (each, an "Individual") as well as corporations and other organizations (each a "Company") and their designated employee(s) as indicated in the registration form ("Designated Employee") who can form legally binding contracts under applicable law (each, a "Member"). If you do not qualify, please do not attempt to use the Service. A Designated Employee shall at all times be deemed to be acting on behalf of the Company with which such Designated Employee is associated, unless notice to the contrary is provided to Millennium in accordance with these Terms of Use.  In the event that a Designated Employee is no longer an authorized representative of the Company (whether due to termination of employment or otherwise), the Company shall notify Millennium immediately in writing of the removal of such employee as a Designated Employee (and the appointment of any new Designated Employee for the Company), as well as the effective date of any such removal or appointment.  Upon issuance of a reply notice by Millennium acknowledging the change in Millennium's authorization records, that former Designated Employee will no longer be authorized to use the Service. Millennium will be entitled to rely on any notice received by it from a Member. Millennium may refuse to offer its products or services to any person and may change its criteria for registration, at any time, in its sole discretion.

 

In order to use the Site, a User must: (1) provide all equipment, including a computer and modem, necessary to establish a connection to the World Wide Web; (2) provide for the User's own access to the World Wide Web; and (3) pay any telephone or other service fees associated with such access.  In order to use the Service, a Member must: (1) provide certain current, complete, and accurate information about the Member as entered on the registration form ("Registration Data"); and (2) maintain and update such Registration Data as required to keep such information current, complete, and accurate. Millennium retains the right to terminate a Member's account and Member's rights to use the Service if any Registration Data that Member provides is untrue, inaccurate, not current, or incomplete, or if Millennium has reasonable grounds to believe that any Registration Data is untrue, inaccurate, not current, or incomplete.

 

Access to and use of the Service is through a combination of a unique user name ("User Name") and a password ("Password"). Each Member is responsible for maintaining the confidentiality of his or her own User Name and Password.  Furthermore, each Member is entirely responsible for any and all activities which occur under his or her User Name and Password, and a Company is entirely responsible for any and all activities of its employees, agents, and representatives, whether or not such employees, agents, and representatives are Designated Employees.  Member agrees to immediately notify Millennium of any unauthorized use of the Service or a Member's account (including unauthorized use of a User Name or Password by any employee, agent, or representative of the Company who is not is a Designated Employee) or any other breach of security known to Member, it being understood that the Designated Employee's knowledge shall be imputed to the Company. Millennium is concerned about the security of personal information we collect from Members and has taken reasonable steps to prevent unauthorized access to that information, as set forth in Millennium's Privacy Policy.  However, Millennium cannot guarantee, and Members should not expect, that personal information will remain private under all circumstances.  For example, third parties may unlawfully intercept or access transmissions or stored information.  Millennium does not assume any responsibility or liability for any information Members submit, or for Members·or a third party's use or misuse of information transmitted or received during use of this Site.

 

4.  Modifications To Terms of Use
Millennium may change these Terms of Use from time to time.  Upon any change in these Terms of Use, Millennium will notify Members by posting the changes as a start-up screen prior to Member's subsequent use of the Service.  If Member agrees to be bound by the changes, Member must click the "I Accept" button.  If Member does not click the "I Accept" button, Member's account will be terminated.  Any sale of products or services between a participating Member and Millennium ("Transaction") occurring through this Site or otherwise in connection with the Service after Member's acceptance shall be subject to the amended Terms of Use.  Member's continued use of the Service after the posting of the amended Terms of Use on this Site constitutes Member's affirmative: (a) acknowledgement of the Terms of Use, as amended; and (b) agreement to abide and be bound by the Terms of Use, as amended.  These Terms of Use were last revised on April 1, 2001.

 

5.  Modifications To Site and Service
Millennium reserves the right to modify or discontinue the Site or Service (or portions thereof), temporarily or permanently, with or without notice to you, and is not obligated to support or update the Site or Service.  You acknowledge and agree that Millennium shall not be liable to you or any third party in the event that Millennium exercises its right to modify or discontinue the Site or Service (or portions thereof).

 

6.  Use of Site Content
You acknowledge that content, including but not limited to text, software, music, sound, photographs, trademarks, service marks, logos, video, graphics or other material contained on this Site or in commercially produced information presented to you through the Site by Millennium or Millennium's licensors ("Content") is protected by copyright, trademarks, service marks, patents or other proprietary agreements and laws and you are only permitted to use Content as expressly authorized by Millennium or its licensors, as applicable.  These Terms of Use do not transfer any right, title, or interest in the Site, Service or the Content to you.  You may download, view, copy and print Content, subject to the following: (a) the Content may be used solely for personal, informational, non-commercial purposes; (b) any and all proprietary rights notices must appear; and (c) the Content may not be modified or altered in any way. Except as provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit or distribute any Content or information from the Site in whole or in part without the express authorization of Millennium.

 

7.  User Information
"User Information" means any information that you send or transmit to Millennium, its webmaster or employees (including, without limitation, photographs or other graphics).  You acknowledge that Millennium does not pre-screen User Information, but that Millennium shall have the right (but not the obligation) in its sole discretion to refuse or remove any User Information that is available through the Site.  You grant Millennium the world-wide, royalty free and non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Information (in whole or in part) and to incorporate it in other works in any form, media, or technology now known or later developed; provided that personally identifiable information will be treated in accordance with Millennium's Privacy Policy.   In addition, you warrant that all so-called moral rights in the User Information have been waived.
User Information: (a) shall not be fraudulent or involve the exchange of counterfeit or stolen items; (b) shall not infringe or misappropriate any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (d) shall not link directly or indirectly to or include descriptions of goods or services that: (i) are prohibited under these Terms of Use; (ii) are concurrently listed for exchange or sale on a web site other than the Site; or (iii) User does not have a right to link to or include. Millennium shall have the right to remove any User Information that violates these Terms of Use or is otherwise objectionable. 

 

You agree that you must evaluate, and bear all risks associated with, the use of any Content or User Information, including any reliance on the accuracy, completeness, or usefulness of such Content or User Information.  In this regard, you acknowledge that you may not rely on any Content or User Information.  You acknowledge and agree that Millennium may preserve User Information and may also disclose User Information, in accordance with its Privacy Policy, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any User Information violates the rights of any third party; or (d) protect the rights, property, or personal safety of Millennium, its Users or the public.

 

8.  Purchases of Products Through the Service
There is no charge for becoming a Member.  However, Members may use the Service to purchase Millennium products.  All online transactions for the purchase of products through the service shall be governed by millennium's applicable terms and conditions of sale for the products ("Sale Terms"), which will be forwarded to you for signing prior to completion of the first transaction.

A. User Solely Responsible for Conduct.  You agree that you are solely responsible for your actions and the content of your transmissions through or posting on the Site, it being understood that each Designated Employee acts on behalf of the Company with which such Designated Employee is associated in all actions and submissions on the Site.

 

B. No Illegal or Deceptive Acts.  You agree: (1) to abide by all applicable local, state, national, and international laws and regulations in your use of the Site; (2) not to use the Site for illegal purposes; (3) not to use the Site to harm minors in any way; (4) not to forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content or User Information transmitted through the Site; (5) not to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, including whether you represent a Company or are its Designated Employee; (6) not to upload, post, email or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of an employment relationship or under a nondisclosure agreement); (7) to comply with all laws regarding the transmission of technical data (including, without limitation, encryption) exported from the United States through the Site; (8) not to disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other Users of the Site are able to type, or otherwise act in a manner that negatively affects other Users' ability to engage in real time exchanges; (9) not to "stalk" another User; (10) not to use the Site to collect or harvest personal information, including, without limitation, financial information, about other Users; and (11) to comply with all regulations, policies and procedures of networks connected to the Site.

 

C. Libelous or Scandalous Materials.  You agree: (1) not to post, promote or transmit through the Site any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable, material of any kind or nature; (2) not to transmit or post any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; (3) not to interfere with another User's use and enjoyment of the Site or another entity's use and enjoyment of similar sites, or engage in surveys, contests, chain letters or post or transmit "junk mail," "spam," "chain letters," or unsolicited mass distribution of e-mail; and (4) that Millennium neither endorses the content of any User Information, nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained in such materials, or any crime facilitated by use of this Site. 

 

D. System Integrity.  You agree: (1) not to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer or of this Site; (2) not to interfere or disrupt networks connected to the Site; (3) not to use any device, software or routine, or otherwise attempt to interfere with the proper functioning of this Site or any Service being offered or conducted at this Site; (4) not to take any action that imposes an unreasonable or disproportionately large load on Millennium's infrastructure; and (5) not to disclose your Password to third parties or use your Password for any unauthorized purpose.

 

E. Copyright Infringement.  In the event that you post or make accessible communications or other materials that infringe the copyrights of a third party, Millennium shall terminate your access to the Site in accordance with the Digital Millennium Copyright Act. Questions regarding copyright infringement should be addressed to Millennium at webmaster@millenniumchem.com or to Millennium Chemicals Inc. 230 Half Mile Road  Red Bank NJ  07701.  Users may contact Millennium with complaints regarding allegedly infringing posted material and Millennium will investigate those complaints.  If the posted material is believed in good faith by Millennium to violate any applicable law, Millennium will remove or disable access to any such material and Millennium will notify the posting User that the material has been blocked or removed in accordance with its copyright infringement policy. Millennium may, in its sole discretion, immediately terminate your access to the Site should your conduct fail to conform with any provision of this section.  Some of the foregoing prohibited acts are also punishable by law.

 

The Site may provide links to web sites and access to content, products and services from third parties, including without limitation Users, advertisers, affiliates and sponsors of the Site. You agree that Millennium is not responsible for the availability of, and content provided on, third party web sites. You should refer to the policies posted by other web sites regarding privacy and other topics before you use them. You agree that Millennium is not responsible for third party content accessible through the Site, including opinions, advice, or statements, and understand that you bear all risks associated with the use of such content. If you choose to purchase any products or services from a third party, your relationship is directly with the third party. You agree that Millennium is not responsible for: (a) the quality of third party products or services; or (b) fulfilling any of the terms of your agreement with the seller, including delivery of products or services and warranty obligations related to purchased products or services. You agree that Millennium is not responsible for any loss or damage of any sort you may incur from dealing with any third party.

 

11.  Disclaimer
EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SITE, AND ALL CONTENT, MATERIALS, INFORMATION, PRODUCTS AND SERVICES PROVIDED ON THE SITE, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MILLENNIUM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MILLENNIUM MAKES NO WARRANTY THAT: (A) THE SITE WILL MEET YOUR REQUIREMENTS; (B) THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY SERVICES OFFERED THROUGH THE SITE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.

 

ANY CONTENT, MATERIALS, OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK. MILLENNIUM SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, OR INFORMATION.

 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MILLENNIUM OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

 

12.  Stock Price Performance Disclaimer
The stock price performance shown on stock quotes available on or through the Site are not necessarily indicative of future price performance. All Content is for informational purposes only and no Content (including without limitation, stock quotes or company information) is intended to be relied upon for trading or investment purposes and Millennium will not be responsible for any trading or investment decisions made based on such Content. 

 

13.  Limitation of Liability
IN NO EVENT SHALL MILLENNIUM BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SITE.  MILLENNIUM's LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCES IS LIMITED TO THE AMOUNT OF FEES PAID BY YOU TO MILLENNIUM IN RESPECT OF THE TRANSACTION OR PRODUCT TO WHICH THE DISPUTE PERTAINS.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 

14.  No Resale of the Site or Service
Member's right to use the Site and Service is personal to Member (including any Individual, Company, or Designated Employee). Member agrees not to reproduce, duplicate, copy, sell or resell the Site or Service, without the express written consent of Millennium.

 

15.  Indemnity
You agree to indemnify, defend and hold harmless Millennium, its parents, subsidiaries, affiliates, shareholders, directors, officers, employees and agents, from any claim, demand, liability, or loss, including reasonable attorneys·fees, made by any third party due to or arising out of your use of the Site, the Service, your violation of these Terms of Use, or the infringement or misappropriation by you, or any other person using your account or Password, of any right of any person or entity.

 

16.  Termination
Either Member or Millennium may terminate access to the Service with or without cause at any time and effective immediately.  Termination shall be accompanied by a written or electronic notice to the other party. Millennium shall not be liable to Member or any third party for termination of the Service.  Should Member object to any provision of these Terms of Use or any subsequent modifications thereto or become dissatisfied with the Service in any way, Member's only recourse is to immediately:  (a) terminate use of the Service; and (b) notify Millennium of termination.  Upon termination of the Service, Member's right to use the Service shall immediately cease and Member acknowledges and agrees that Millennium may immediately delete the files in Member's account or bar any further access to such files or the Service; provided that, in the event that Millennium modifies these Terms of Use pursuant to Section 4 and Member does not accept such modified Terms of Use, Member shall have a period of ten (10) days to remove Member's files and data from Member's account before the Service terminates and Member's access to the Service ceases.  Member agrees that upon termination of Member's access to the Service, Member will: (1) pay any and all outstanding fees and payments due to Millennium in full within thirty (30) days after termination; (2) perform its obligations under all outstanding Transactions; and (3) not disclose any information that Millennium has designated as confidential.

 

17.  Notices
 All notices to a party shall be in writing and shall be made via e-mail to webmaster@millenniumchem.com for notices to Millennium, or to the e-mail address that Member provides to Millennium as part of the Registration Data for notices to Member, or such other address as either party may specify.  Notice shall be deemed given 48 hours after the e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, notices to Millennium may be sent by regular mail, postage prepaid to Millennium's address provided below. Millennium may also broadcast notices or messages, or other matters of importance, on this Site; such broadcasts shall constitute notice to Member.

 

18.  Export Restrictions/Legal Compliance
You may not access, download, use or export the Site, the Content, Service, or products provided on the Site in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to directly or indirectly provide or otherwise make available the services and products of Millennium in violation of any such restrictions, laws or regulations, or without all necessary approvals, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction.  As applicable, you shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to your own use of the products or services of Millennium outside the U.S. Neither the products or services of Millennium nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, (i) into Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By agreeing to these Terms of Use, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

 

19.  General
In the event that any provision of these Terms of Use shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable, or void, and shall not affect in any way the remainder of such provision or any other provision of these Terms of Use. You agree to allow a court or arbitrator to replace such an invalid, unenforceable, or void provision with a valid provision which is as similar as possible in substance to the invalid, unenforceable, or void provision. Millennium's failure to act with respect to a breach by a User does not constitute a waiver of its right to act with respect to subsequent or similar breaches.  These Terms of Use shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its choice of law provisions.  In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States shall govern.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Use.  You hereby consent to personal jurisdiction by the state and federal courts located in Delaware.  These Terms of Use, the Privacy Policy, the Sale Terms, and any modifications hereto constitute the entire agreement between the parties with regard to the subject matter hereof and supersede all prior understandings and agreements, whether written or oral, as to such subject matter. Nothing contained in these Terms of Use shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

 

20.  Acknowledgment 
You acknowledge (a) that you have read and understood these Terms of Use; and (b) that these Terms of Use have the same force and effect as a signed agreement.

 

21. Contact Information
If you have any questions regarding these Terms of Use or the Site, please contact Millennium at webmaster@millenniumchem.com.