Northstar Chemical, Inc. Terms of Use

These terms of use (the “Terms”) are entered into by and between you and Northstar Chemical, Inc. (referred to as “NCI”, “we”, “us”, and “our”) and govern your access to and use of our website, https://northstarchemical.com (the “Site”).

Your Consent

Please read these Terms carefully before you start to use the Site.  By using the Site or by clicking to accept or agree to these Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms and our Privacy Notice. If you do not agree to these Terms, you must not access or use the Site and we ask that you leave the Site immediately.  If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf.

We reserve the right to modify or otherwise update these Terms at any time at our sole discretion by posting the modified version on the Site and revising the effective date.  The modified version is effective upon posting and shall apply to all access to and use of the Site by you thereafter. We encourage you to check these Terms often for updates.

The Site is offered and available to users who are eighteen (18) years of age or older. If you are not at least eighteen (18), you must not access or use the Site.

Site Features, Functionality, and Availability

You may use the Site when and as available. Although we generally intend for the Site to be available on an uninterrupted basis, it will not always be available (e.g., during maintenance, changes, outages and for other reasons). We further reserve the right to change, modify, eliminate and/or restrict or block access to all or any part of the Site, including any features or content displayed or made available through the Site, from time to time with or without notice to you, in our discretion.  We will not be liable to you if for any reason all or any part of the Site is unavailable at any time for any period.

Privacy Notice

You agree that all personal information you provide in connection with your use of the Site or otherwise, including but not limited to through the use of any interactive features on the Site, is governed by our Privacy Notice, and you consent to all actions we take concerning your personal information consistent with our Privacy Notice.

Limited License; Intellectual Property Rights

All right, title, and interest in and to the Site is and shall at all times remain the sole and exclusive property of NCI.  Subject to the terms and conditions set forth in these Terms, NCI grants you a non-exclusive, non-transferable, right to access, use, and display the Site and the materials on the Site (the “Materials”), solely for your internal non-commercial use.  The foregoing license rights are not a transfer of title to the Site or the Materials or copies of the Materials.

This Site, including all Materials, is copyrighted and protected by worldwide copyright laws. You agree to comply with all copyright laws worldwide in your use of the Site and to prevent any unauthorized copying of the Materials. Except as expressly provided herein, NCI does not grant any express or implied right to you under any trademarks or copyrights laws.

Your Conduct

You may use the Site only for lawful purposes in accordance with the terms and conditions of these Terms.  Except as expressly permitted in these Terms, you agree not to:

1. License, sublicense, lease, rent, timeshare, distribute, disclose, permit access to, or transfer to any third party, any portion of the Materials, whether for profit or without charge;
2. Remove any copyright and other proprietary notices placed upon the Site and/or any Materials;
3. Circumvent any use limitation or protection device contained in or placed upon the Site and/or any Materials, or access or attempt to access any portion of the Site and/or any Materials that you are not authorized to access;
4. Perform automated searches against NCI’s systems (except for non-burdensome federated search services), including automated “bots”, link checkers, or other scripts, without prior written permission from NCI;
5. Text mine, data mine, or harvest metadata from the Site;
6. Impair or overburden the Site or any servers or systems associated with the Site;
7. Impersonate any person or entity or otherwise misrepresent your affiliation with any person or entity;
8. Use the Site and/or any Materials in any manner that violates, infringes, or misappropriates the intellectual property rights, publicity or privacy rights, or other proprietary rights of any third party;
9. Introduce to the Site or any other NCI systems or software any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful; or
10. Use the Site or any Materials to create or develop any competing product or service, or any other product or service that emulates the features and/or functions of the Site and/or the Materials.

No Reliance

The Site and Materials may contain inaccuracies and typographical errors. We do not warrant the accuracy or completeness of the Materials or the reliability of any advice, opinion statement, or other information displayed or distributed through the Site.

You acknowledge that any reliance on any such opinion, advice, statement, or information shall be at your sole risk. We reserve the right, in our sole discretion, to correct any errors or omissions on the Site.

Disclaimer

You agree that the site and the materials are provided by NCI or any of its existing or future vendors, affiliates, or agents “as is” and “with all faults,” and the entire risk as to the satisfactory quality, performance, accuracy, and effort is with you. We do not make any representations or warranties and disclaim all such representations, warranties, conditions and duties, express, implied or statutory, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose or use, results, accuracy, completeness, privacy or security and any implied warranties created by trade usage, course of dealing, or course of performance. We further disclaim all duties to you, if any such duties exist, including but not limited to good faith and fair dealing, reasonable care, workmanlike effort, and lack of negligence. If a duty cannot be disclaimed, you agree that the standard used to measure our performance of that duty will be intentional misconduct. Also, there is no warranty of title or against interference with your enjoyment of any aspect of the site or against infringement. You expressly waive all duties, conditions, and all warranties that might exist but for this section. All risk in connection with the use of the site and/or any materials is with you.

Limitation of Liability; Exclusive Remedy

To the fullest extent allowed by law, you agree that neither NCI nor any of its existing or future affiliates, suppliers, or agents will be liable to you and/or any other person for any special, incidental, punitive, consequential, or other similar damages, or for damages for lost profits, for loss or impairment of privacy, security or data, for failure to meet any duty (including but not limited to any duty of good faith, workmanlike effort or of lack of negligence), or for any other similar damages whatsoever that arise out of or are related to any breach or other aspect of these terms or the site, even if we have been advised of the possibility of such damages and even in the event of fault, tort (including negligence) or strict or product liability or misrepresentation.

If for any reason we are found liable hereunder, our total liability to you or to any third party is limited to the greater of: (i) the fees you have paid to us if any, in the twelve (12) months prior to the accrual of the cause of action giving rise to liability; or (ii) $100 USD. You agree that any claim you may have arising out of or related to your relationship with NCI must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred. The damage exclusions and limitations of liability in these terms shall apply even if any remedy fails of its essential purpose.

Third-Party Websites, Materials, and Content

As a convenience to you, we may provide on the Site links to websites operated by other entities.  These links may be provided by us as a convenience to you. If you deal with a linked site, your transaction is not with us so you should review the linked site’s “terms of use,” other contract(s), and/or privacy notice before completing your transaction.

The Site may display or make available third-party content (including data, information, and/or materials) (collectively, “Third Party Materials”). You acknowledge and agree that we are not responsible for the Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials.

You acknowledge and agree that our: (i) linking to any third party website; or (ii) providing any Third Party Materials, does not constitute or imply an endorsement by us of the third-party provider.  The providers of any third party services, software or applications, or Third Party Materials may be third party beneficiaries of these Terms having the right to enforce these Terms in accordance with its terms.

External Links to the Site

We must approve in writing all links to the Site, except that we consent to links in which:

1. The link is a text-only link containing only the name “Northstar Chemical, Inc.”
2. The link “points” to only www.northstarchemical.com and not to deeper pages.
3. When a user activates the link, it displays that page full-screen in a fully operable and navigable browser window and not in a “frame” on the in-linking website.
4. The link does not create the false appearance that an entity is associated with NCI nor damage or dilute the goodwill associated with NCI.

At its sole discretion, NCI reserves the right to revoke this consent to link at any time.

Termination or Cancellation

As noted above, these Terms are a legally binding agreement between you and NCI concerning your use of the Site. Either we or you may terminate this agreement with or without cause or prior notice. You will still be liable for payment of any amounts due or other obligations incurred prior to termination, and if you use the Site after such termination, that use will constitute your new agreement to these Terms. If applicable laws require that we provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the Site or by sending a communication to any address (email or otherwise) that we have for you in our records. NCI’s rights under these Terms that by their terms, nature, sense, or context are intended to survive the termination of these Terms shall survive such termination. Without terminating your right to use the Site pursuant to these Terms, we may suspend or block your access to the Site whenever it appears to us that you might be breaching or violating these Terms or otherwise about to cause harm or damage to us or others.  No breach of these Terms by NCI shall be deemed a material breach unless we are first given not less than fifteen (15) business days to cure the breach.

Applicable Law and Exclusive Forum

The Site is controlled by us from our offices within the United States and is intended for United States users only. If you choose to access the Site from locations outside the United States, you do so at your own risk and are responsible for compliance with applicable local laws. You may not use or export anything from the Site in violation of U.S. export laws and regulations or these Terms. You agree that these Terms, and all claims of every nature (including without limitation, contract, tort, and strict liability) relating to any aspect of the Site, shall be governed by the laws of the State of Oregon, U.S.A., without regard to its conflicts of laws provisions and without regard to where performance is made. These terms will specifically not be governed by the united nations conventions on contracts for the international sale of goods. You agree that any disputes shall be heard exclusively in an appropriate forum located in Multnomah County, Oregon. You also consent to jurisdiction in a state or federal court sitting in Multnomah County, Oregon, and waive any claim or defense that such forum is not convenient or proper, and consent to service of process by any means authorized by Oregon or U.S. federal law.

Notices

We may give you notice by any lawful method, including (without limitation) legal notices and notices of subpoenas. We may provide the notices by posting them on the Site or by giving them by email or postal mail to any address that we have for you. You agree to update your address as appropriate and to check for notices posted on the Site.

You agree to send us notice by mailing it to “Our Address for Legal Notices” which is 14200 SW Tualatin Sherwood Road, Sherwood, OR 97140, or by emailing it to us at orders@northstarchemical.com

Agreement; Miscellaneous

These Terms, which incorporate by reference any: (i) additional terms on the Site or otherwise provided by us for particular activities; and (ii) disclosures provided by us and consents provided by you on the Site, constitute the entire agreement between us and neither party has relied on any representations made by the other that are not expressly set forth in these Terms. If any part of these Terms is found by a court of competent jurisdiction to be invalid, then that part will be deemed superseded by an enforceable provision that most closely matches the intent of the original and honors the allocation of risks in these Terms and the remainder of these Terms will continue in effect. Our failure to act with respect to a breach does not waive our right to act as to subsequent or similar breaches. Time is of the essence in connection with your performance under these Terms. Except as expressly set forth in these Terms, there are no third-party beneficiaries of any part of these Terms. These Terms are personal to you and are not assignable, transferable, or sublicensable by you except with NCI’s prior written consent, which NCI may withhold for any reason or no reason. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.

Waiver of Jury Trial

Each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action, or counterclaim arising out of or relating to these terms, or the subject matter of these terms.

Further Information

If you would like to receive our legal name and address by email or request any additional information from NCI, please provide us your email address by sending your request, in writing, to Our Address for Legal Notices.

If you have a complaint, you may also contact us at Our Address for Legal Notices.

Notice of Copyright Agent

NCI respects the intellectual property rights of others and requests that you do the same. Anyone who believes that their work has been reproduced in the Site in a way constituting copyright infringement may provide a notice to the designated Copyright Agent for the Site containing the following: (i) an electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material; (iv) the address, telephone number, and, if available, an email address at which the complaining party may be contacted; (v) a representation that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a representation that the information in the notice is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Copyright infringement claims and notices (but not other notices) should be sent to the attention of our Copyright Agent, in the following manner:

by mail: Northstar Chemical Inc., 14200 SW Tualatin Sherwood Road Sherwood, OR 97140

by email: orders@northstarchemical.com

Please use the same procedure for any claimed infringement of any trademark rights or infringements or misappropriations of other intellectual property or third-party rights.

Notice About Trademarks

NORTHSTAR CHEMICAL™ and any associated logos or designs are trademarks of Northstar Chemical Inc. All other trademarks and logos on the Site and/or in the Materials are the property of their respective owners. All rights are reserved.