These Terms of Service ("Terms") govern access to and use of ChemSite, a product of HEXNET, Inc. ("HEXNET," "we," "us," or "our"). By creating an account, requesting or accepting Early Access, purchasing a subscription, executing an order or statement of work that references these Terms, or using ChemSite, you agree to these Terms for yourself and, if applicable, the company or organization you represent ("Customer," "you," or "your").
These Terms incorporate the ChemSite Privacy Policy and Acceptable Use Policy. The ChemSite Data Security statement describes our current security and data-handling approach, but does not create a service level, warranty, or contractual remedy beyond these Terms or a separate written agreement.
1 ChemSite and Early Access
ChemSite is a website and product-catalog platform designed for companies that market chemicals, ingredients, raw materials, and related products. Features may include structured catalogs, website content management, product discovery, technical-document workflows, inquiry capture, analytics, integrations, AI-assisted workflows, hosting, and related services (collectively, the "Service").
During Early Access, ChemSite is still developing. We may add, change, limit, throttle, suspend, or remove Early Access features, integrations, interfaces, limits, or workflows. Early Access does not promise that a particular feature will become generally available. Unless a separate signed agreement states otherwise, Early Access has no guaranteed uptime, response time, or service level.
2 Accounts and Authorized Users
You must use the Service for legitimate business purposes and have authority to enter into these Terms. You are responsible for accurate account information, protecting credentials, and all activity by employees, contractors, agents, and other users you authorize. You must promptly notify us of suspected unauthorized access or credential compromise.
We may require reasonable verification of a user, company, authority, or business affiliation before granting, restoring, or expanding access.
3 Plans, Fees, and Professional Services
ChemSite may be offered under different plans, catalog sizes, user limits, AI usage levels, integration levels, or support arrangements. Public pricing is informational until incorporated into an accepted checkout, order, proposal, subscription, or other written agreement.
Implementation, catalog migration, data cleanup, custom design, content services, integrations, consulting, custom development, and similar professional services are separate from the software subscription unless expressly included in writing. Those services may be governed by a proposal, statement of work, or additional terms.
For paid subscriptions, you agree to pay applicable fees, taxes, and charges. Subscription renewal and cancellation follow the applicable order or checkout terms. We may change pricing prospectively, but will not retroactively alter amounts already due under an accepted fixed-term order unless that order permits it.
4 Data Definitions
The following distinctions are fundamental to these Terms:
- Customer Content
- Catalogs, product information, specifications, documents, images, website content, trademarks, files, instructions, inquiries, contact information, and other content or data submitted to, connected to, generated through, or processed by ChemSite for Customer.
- Customer Confidential Information
- Customer Content and other nonpublic business information that reasonably should be understood as confidential. Information Customer directs ChemSite to publish publicly is not confidential once published.
- Commercial Observations
- Data points, signals, events, measurements, interactions, and observations concerning products, markets, demand, supply, pricing, quantities, availability, geography, sourcing activity, inquiries, response activity, catalog activity, commercial activity, and related market conditions that HEXNET lawfully obtains or derives through the Service or other permitted sources.
- Service Data
- Technical, operational, security, performance, telemetry, usage, feature-interaction, metadata, and diagnostic information generated through operation and use of the Service.
- Derived Intelligence
- Aggregated, statistical, de-identified, anonymized, normalized, modeled, benchmarked, inferred, scored, indexed, or otherwise derived information, analytics, signals, trends, datasets, and intelligence created by HEXNET from Commercial Observations, Service Data, Customer Content, public information, licensed information, and other permitted sources, where the resulting product does not identify Customer or an individual or disclose Customer's identifiable confidential commercial relationships or transaction-level information.
5 Customer Ownership and License to Operate ChemSite
As between Customer and HEXNET, Customer retains its rights in Customer Content and Customer Confidential Information. Submitting information to ChemSite does not transfer ownership of Customer's source data to HEXNET.
Customer grants HEXNET and its service providers a worldwide, nonexclusive, royalty-free license during the period reasonably necessary to provide the Service to host, copy, store, organize, standardize, transform, extract, index, transmit, display, publish, back up, secure, analyze, and otherwise process Customer Content as necessary to provide, maintain, support, secure, administer, and improve the Service, follow Customer instructions, provide requested integrations and AI-assisted functions, and comply with law.
When Customer directs ChemSite to publish content to a public website, Customer authorizes HEXNET to make that content publicly available and to perform the technical processing necessary to operate, index, cache, deliver, and maintain the website.
6 Market Intelligence and Derived Intelligence
ChemSite is provided by HEXNET, whose business includes commercial intelligence for the chemical industry. Customer acknowledges that lawful observations generated through or in connection with the Service may contribute to broader market intelligence when used under the protections in this Section.
Customer grants HEXNET a perpetual, worldwide, nonexclusive, royalty-free right to use and process Customer Content, Commercial Observations, and Service Data to create Derived Intelligence. HEXNET may combine those inputs with information from other customers, public sources, licensed sources, ChemSource, other HEXNET products, third-party data, and other permitted sources.
As between Customer and HEXNET, HEXNET owns Derived Intelligence and may use, reproduce, analyze, develop, improve, commercialize, license, distribute, publish, and otherwise exploit Derived Intelligence for lawful business purposes, including market intelligence, benchmarking, analytics, product development, research, forecasting, and commercial intelligence products and services.
This right does not authorize HEXNET to disclose Customer's identifiable Customer Confidential Information as part of a market-intelligence product. Unless Customer expressly authorizes otherwise, HEXNET will not expose Customer's identifiable transaction-level pricing, quantities, counterparties, negotiated terms, private inquiries, or confidential commercial relationships to other customers or third parties through Derived Intelligence.
HEXNET may retain underlying records and observations as reasonably necessary to create, validate, audit, reproduce, update, improve, or defend Derived Intelligence, subject to these Terms, the Privacy Policy, applicable law, and our security practices. De-identification does not require deletion of the protected source record.
Nothing in this Section transfers ownership of Customer's source data to HEXNET. The parties intend to distinguish the protected source observation from the market signal, trend, benchmark, model, index, or other intelligence derived from permitted observations.
7 Customer Responsibility for Data Rights
Customer represents that it has the rights, permissions, and lawful authority necessary to provide Customer Content to HEXNET and to permit the processing described in these Terms. Customer must not provide third-party confidential information, personal information, licensed data, or other restricted information if Customer lacks authority to permit HEXNET to process it as described here.
If a connected system or data source is subject to third-party restrictions, Customer is responsible for ensuring that its connection and use comply with those restrictions. Additional terms may apply to particular third-party datasets or integrations.
8 Product and Technical Information
ChemSite may organize, extract, classify, relate, draft, display, or maintain information concerning products, grades, identifiers, CAS numbers, synonyms, applications, functions, markets, specifications, certifications, technical documents, safety documents, regulatory information, and similar material.
Customer remains responsible for reviewing and approving the accuracy, completeness, currency, legality, and appropriateness of Customer Content before relying on it or publishing it. ChemSite is not a substitute for Customer's technical, regulatory, legal, safety, quality, or product-stewardship review.
Customer must not knowingly publish false, misleading, unsupported, or unlawful product, safety, environmental, regulatory, performance, certification, or suitability claims through the Service. Unless expressly agreed in writing, HEXNET does not independently certify SDS, TDS, specifications, regulatory statements, product claims, or other technical information supplied by Customer or third parties.
9 AI-Assisted Features
ChemSite may use artificial intelligence and machine-learning services for catalog organization, extraction, classification, relationship suggestions, content drafting, document processing, search, analysis, and other workflows. AI-assisted output may be incomplete, inaccurate, outdated, or unsuitable for a particular purpose, and Customer is responsible for appropriate review before reliance or publication.
HEXNET may use third-party AI providers to process information necessary to perform requested functions. Our Privacy Policy and Data Security statement describe our data-handling approach. No AI-assisted feature is authorized to bind Customer to a commercial transaction, certification, regulatory representation, or legal commitment unless HEXNET expressly provides that functionality and Customer separately authorizes it.
Where permitted by our provider agreements and configurations, HEXNET intends not to use Customer Confidential Information to train general-purpose AI models or permit our AI providers to use it for general-purpose model training. This commitment does not prohibit processing Customer Content to perform a requested AI function, creating Derived Intelligence under Section 6, or using Service Data and appropriately de-identified information for security, analytics, research, and product improvement.
10 Acceptable Use and Software Restrictions
Customer and its users must comply with the Acceptable Use Policy. Except where expressly permitted, Customer may not reverse engineer, decompile, disassemble, scrape, copy, mirror, sublicense, resell, circumvent security or usage controls, interfere with the Service, use unauthorized automation to extract Service content, introduce malicious code, or use the Service to build a competing copy of ChemSite.
We may investigate suspected violations and restrict, suspend, or terminate access when reasonably necessary to protect the Service, customers, third parties, or HEXNET, or to comply with law.
11 Third-Party Services and Integrations
ChemSite may connect to domains, analytics platforms, CRMs, ERPs, PIMs, AI providers, email services, payment services, APIs, and other third-party systems. Third-party services are governed by their own terms and may change, suspend, or discontinue independently of HEXNET. Customer is responsible for rights to third-party accounts, credentials, domains, data, and materials it asks ChemSite to use.
Unless expressly agreed otherwise, HEXNET is not responsible for the availability, accuracy, security, or performance of third-party services. A third-party dependency may affect a related ChemSite feature without affecting unrelated ChemSite functionality.
12 HEXNET Intellectual Property
HEXNET and its licensors retain all rights in ChemSite, HEXNET software, platform architecture, interfaces, workflows, designs, templates, documentation, know-how, trademarks, models, methodologies, Derived Intelligence, and other technology, excluding Customer Content owned by Customer.
Subject to these Terms and payment of applicable fees, HEXNET grants Customer a limited, nonexclusive, nontransferable, revocable right to access and use the Service during the applicable subscription or Early Access period for Customer's authorized business purposes.
Customer may provide feedback, suggestions, corrections, or ideas. HEXNET may use that feedback without restriction or compensation, provided we do not publicly identify Customer as the source without permission.
13 Confidentiality
Each party will protect the other party's Confidential Information using reasonable care and use it only as permitted by these Terms, to provide or receive the Service, to exercise rights expressly granted under these Terms, or as otherwise authorized. Access may be provided to personnel, contractors, professional advisers, and service providers who need the information for those purposes and are subject to appropriate confidentiality obligations.
Confidential Information does not include information that becomes public through no breach, was lawfully known without restriction, is lawfully received from another source without confidentiality duty, or is independently developed without use of the other party's Confidential Information. A party may disclose information when required by law or legal process, subject to legally permitted notice and reasonable cooperation.
For clarity, HEXNET's creation and use of Derived Intelligence in accordance with Section 6 does not violate this confidentiality obligation because Derived Intelligence, by definition, does not identify Customer or disclose Customer's identifiable confidential commercial relationships or transaction-level information.
14 Privacy and Data Processing
HEXNET processes personal information as described in the Privacy Policy. Depending on context, HEXNET may act as a business/controller for account, sales, support, website, and administrative information, and as a service provider/processor for certain personal information Customer submits for processing on Customer's behalf.
If applicable law or an enterprise relationship requires additional processor terms, the parties may enter into a Data Processing Addendum. A DPA supplements these Terms for covered personal data and does not eliminate the rights concerning non-personal Commercial Observations, Service Data, or Derived Intelligence described here except to the extent required by applicable law.
15 Security
HEXNET maintains administrative, technical, and organizational measures intended to protect the Service and customer information. No online service can guarantee absolute security. Customer is responsible for reasonable security practices, credential protection, appropriate user access, and prompt reporting of suspected compromise.
Public descriptions of specific controls appear in the ChemSite Data Security statement and may evolve as the platform and compliance program mature.
16 Availability, Product Changes, and Discontinuation
We may perform maintenance, deploy updates, change infrastructure, or temporarily restrict functionality. Unless a separate written agreement states otherwise, the Service is provided without guaranteed uptime or service levels.
We may update, enhance, replace, or change the Service. If we materially reduce a paid core feature during a committed subscription term, we will address the change under the applicable order or written agreement. We may discontinue a Service or feature, including where a third-party dependency changes or ends, subject to any notice or refund obligations in an applicable paid order or law.
17 Suspension and Termination
Customer may stop using Early Access at any time. Paid subscriptions may be canceled as provided in the applicable order. We may suspend or restrict access for material breach, nonpayment, fraud, security risk, unlawful use, AUP violations, or where reasonably necessary to protect the Service or others.
Upon termination, Customer's right to use the Service ends. We may retain or delete Customer Content in accordance with the Privacy Policy, these Terms, backup practices, applicable law, and any separate written agreement. Rights that by their nature should survive, including accrued payment obligations, confidentiality, intellectual property, Derived Intelligence rights, disclaimers, liability limitations, and dispute provisions, survive termination.
18 Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN A SIGNED WRITTEN AGREEMENT, THE SERVICE, EARLY ACCESS FEATURES, AI-ASSISTED OUTPUT, ANALYTICS, MARKET SIGNALS, DERIVED INTELLIGENCE, AND RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." HEXNET DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND TIMELINESS.
HEXNET DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI OUTPUT, ANALYTICS, PRICING INFORMATION, MARKET INTELLIGENCE, PRODUCT RELATIONSHIPS, OR OTHER INFORMATION WILL BE COMPLETE, ACCURATE, CURRENT, OR SUITABLE AS THE SOLE BASIS FOR A BUSINESS, TECHNICAL, SAFETY, REGULATORY, OR COMMERCIAL DECISION.
19 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATED TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEXNET'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO CHEMSITE WILL NOT EXCEED THE GREATER OF (A) AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR CHEMSITE DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS IF CUSTOMER USED ONLY FREE EARLY ACCESS. A SEPARATE SIGNED AGREEMENT MAY ESTABLISH DIFFERENT LIMITS.
These limitations do not apply to liability that cannot lawfully be excluded or limited.
20 Indemnification
To the extent permitted by law, Customer will defend, indemnify, and hold harmless HEXNET and its officers, directors, employees, and affiliates from third-party claims, damages, liabilities, costs, and reasonable attorneys' fees arising from Customer Content, Customer's public website, Customer's lack of rights to data or materials provided to HEXNET, Customer's violation of law or third-party rights, or Customer's material breach of these Terms or the AUP.
HEXNET will provide reasonable notice and cooperation. Customer may not settle a claim in a manner that admits fault by or imposes obligations on HEXNET without HEXNET's written consent.
21 Governing Law and Disputes
These Terms are governed by the laws of the State of New Jersey, without regard to conflict-of-law principles. Unless the parties agree otherwise in writing, actions arising from these Terms or ChemSite must be brought in state or federal courts located in New Jersey, and each party consents to jurisdiction and venue there. Before filing suit, the parties will attempt in good faith to resolve the dispute through direct business discussions, except where immediate equitable relief is reasonably necessary.
22 Changes to These Terms
We may update these Terms as ChemSite, HEXNET products, data practices, and applicable law evolve. The current version will be posted with its effective date. Where required by law or an applicable paid agreement, we will provide additional notice of material changes. Continued use after updated Terms become effective constitutes acceptance where permitted by law.
The market-intelligence and Derived Intelligence provisions in these Terms are part of the ChemSite data-use framework from the outset and are not dependent on Customer purchasing a separate HEXNET intelligence product.
23 General
The parties are independent contractors. These Terms do not create a partnership, fiduciary, employment, franchise, or agency relationship. If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder remains effective. Failure to enforce a provision is not a waiver.
Customer may not assign these Terms without HEXNET's consent. HEXNET may assign them in connection with a merger, acquisition, financing, corporate reorganization, sale of substantially all relevant assets, or transfer to an affiliate or successor. These Terms, incorporated policies, applicable orders, and signed statements of work constitute the agreement concerning ChemSite. A signed agreement or order controls over these Terms to the extent of an express conflict.
24 Contact
Questions about these Terms may be submitted through the legal or contact information published on ChemSite.io.