Agreement Between User and Kemin
Use of the Web Sites
The network of web sites (collectively, the Kemin Web Sites) operated by Kemin Industries, Inc. or its affiliates and subsidiaries is comprised of various web sites and web pages. The Kemin Web Sites are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Kemin Web Sites constitutes your agreement to all such terms, conditions, and notices. Your use of a particular Kemin web site included within the Kemin Web Sites network may also be subject to additional terms outlined elsewhere on that web site. Additionally, the Kemin Web Sites may themselves contain additional terms that govern particular features or offers (for example, promotions, sweepstakes, blogs, instant messaging, social network links, twitter links or chat areas). In the event that any of the terms, conditions, and notices contained herein conflict with any additional terms contained in the Kemin Web Site network or other terms and guidelines contained within any particular Kemin Web Site, then these terms shall control. If you do not agree to these terms you may not use the Kemin network of Web Sites.
Copyrights and Trademarks
All copyright rights in the text, images, photographs, graphics, user interface, and other content provided on the Kemin Web Sites and the selection, coordination, and arrangement of such content, are owned by Kemin or its third-party licensors, to the full extent provided under the United States Copyright Act and all international copyright laws. Under applicable copyright laws, you are prohibited from copying, reproducing, modifying, distributing, displaying, performing or transmitting any of the contents of the Kemin Web Sites for any purposes. Nothing stated or implied on the Kemin Web Sites confers on you any license or right under any copyright of Kemin or any third party.
The Kemin Web Sites and the information contained in reference herein are for informational purposes only. Any reproduction, copying, or redistribution for commercial purposes of any materials or design elements of the network of Kemin Web Sites or additional information contained in the Web Sites is strictly prohibited, without the prior written consent of Kemin. Requests for permission to reproduce any information contained on the Kemin Web Sites or additional Web Sites should be addressed to:
ATTN: LEGAL
KEMIN INDUSTRIES, INC.
2100 MAURY ST
PO BOX 70
DES MOINES, IA USA 50306-0070
Fax: (515) 559-5299
E-mail: Kemin
Notwithstanding the above, Kemin authorizes you to make one (1) electronic or paper copy of the information posted on any page of the Kemin Web Sites, provided that the copy is used solely for non-commercial, personal purposes, and further provided that any such copy remains protected by all copyright, trademarks, Kemin Web Sites marks, and other proprietary notices and legends contained on the network of Web, or to place an order with Kemin or to purchase Kemin products. Any other use of materials on the Kemin Web Sites, including but not limited to the modification, reproduction, distribution, republication, display or transmission of the content of Kemin Web Sites, without prior written permission of Kemin is strictly prohibited.
Systematic retrieval of data or other content from Kemin Web Sites to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Kemin is prohibited.
All rights in the product names, company names, trade names, logos, product packaging and designs of all Kemin or third-party products or services, whether or not appearing in large print or with the trademark symbol, belong exclusively to Kemin Industries, Inc. or their respective owners, and are protected by international trademark and copyright laws. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited and nothing stated or implied on the Kemin Web Sites confers on you any license or right under any patent or trademark of Kemin or any third party.
Modification of This Agreement
Kemin reserves the right to amend this Agreement at any time. You are bound by any such revisions and should therefore periodically visit this page to review the then-current Terms of Use Agreement to which you are bound. Your use of the Kemin Web Sites after the posting of modifications to this Agreement will constitute your acceptance of this Agreement, as modified. If, at any time, you do not wish to accept this Agreement, you may not use the Kemin Web Sites.
Links to Third-Party Services
The Kemin Web Sites may contain links to other web sites. (Related Sites). The Linked Web Sites are not under the control of Kemin and Kemin is not responsible for the contents of the Linked Web Sites, including, without limitation, links contained on Linked Web Sites, or any changes or updates to the Linked Web Sites. Kemin is providing Linked Web Sites to you only as a convenience, and the inclusion of such Linked Web Sites is not an endorsement by Kemin in favor of any company offering services, products or services on the Linked Web Site.
Obligations
You are required to comply with all applicable laws in connection with your use of the Kemin Web Sites, and such further limitations as may be set forth in any written or on-screen notice from Kemin. As a condition of your use of the Kemin Web Sites, you warrant that you will not use the Kemin Web Sites for any purpose that is unlawful or prohibited by this Agreement.
Prohibited Uses Generally
Without limiting the foregoing, you agree not to transmit, distribute, post, communicate or store information or other material on, to or through the Kemin Web Sites that:
Is copyrighted, unless you are the copyright owner;
Reveals trade secrets, unless you own them;
Infringes on any other intellectual property rights of others or on the privacy or publicity rights of others;
Is obscene, defamatory, threatening, harassing, abusive, hateful, slanderous or embarrassing to any other person or entity as determined by Kemin in its sole discretion;
Is sexually-explicit or pornographic as determined by Kemin;
Constitutes advertisements or solicitations of business, surveys, contests, chain letters or pyramid schemes;
Contains viruses, Trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
Use any incomplete, false or inaccurate biographical information or other information for purposes of registering as a user of the Kemin Web Sites, or for purposes of registering for any promotions offered through the Kemin Web Sites;
Delete or revise any material or other information of any other user or Kemin;
Harvest or otherwise collect information about others, including e-mail addresses, without their consent;
Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of Kemin Web Sites;
Use any device, software or routine to interfere or attempt to interfere with the proper working of the Kemin Web Sites or any activity being conducted on this site;
Use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatar's or intelligent agents) to navigate or search the Kemin Web Sites other than the search engine and search agents available from Kemin on the Kemin Web Sites and other than generally available third party web browsers (e.g., Mozilla Firefox and Microsoft Internet Explorer);
Allow any other person or entity to use your username or password for posting or viewing comments or sending or receiving materials;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Kemin Web Sites.
Kemin reserves the right to review postings on its Web Sites, to remove any postings, and to terminate your ability to post to the Kemin Web Sites at any time without notice, in its sole discretion. Kemin also reserves the right to disclose any information necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part.
Security of Web Sites
You agree not to violate or attempt to violate the security of the Kemin Web Sites, including, without limitation:
Accessing data not intended for you or logging into a server or account that you are not authorized to access;
Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
Attempting to interfere with Kemin Web Sites to any user, host or network, including, without limitation, by way of submitting a virus to, or overloading, "flooding", "spamming", "mailbombing" or "crashing", or other technologies that accomplish interference or interruption of the Kemin Web Sites;
Sending unsolicited e-mail, including promotions and/or advertising of products or services;
Forging any TCP/IP packet header or any part of the header information in any e-mail or posting. Violations of system or network security may result in civil or criminal liability. Kemin will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
Kemin reserves the right to review postings on its Web Sites, to remove any postings, and to terminate your ability to post to the Kemin Web Sites at any time without notice, in its sole discretion. Kemin also reserves the right to disclose any information necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part.
License Granted
Kemin does not claim ownership of any information or material you transmit, distribute, post, communicate or store on, to or through the Kemin Web Sites. However, by submitting or posting information or material on, to or through the Kemin Web Sites, you grant Kemin a worldwide, royalty free, perpetual, irrevocable and non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content anywhere, for any purpose, and in any form, media or technology now known or later developed. No compensation will be paid with respect to the use of your posting. Kemin is free to use any ideas, concepts, know-how, or techniques contained in any communication you send for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information. Kemin is under no obligation to maintain any posting you make and may remove any posting at any time in its sole discretion.
By posting or submitting content to the Kemin Web Sites, you also warrant and represent that you own or otherwise control all of the rights to the content of the public posting, and that use of your content by Kemin will not infringe or violate the rights of any third party. You acknowledge that by providing you with the ability to view and distribute user generated content on the Kemin Web Site, Kemin is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Kemin Web Sites. Note that any personally identifiable information you may post or transmit will be treated by Kemin in accordance with Kemin Privacy Statement.
Notice of Copyright Infringement
Kemin will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, Kemin will act to remove or disable access to any material found to be infringing or found to be the subject of infringing activity and will act to remove or disable access to any reference or link to material or activity that is found to be infringing. If you believe that your work has been copied and is accessible on the Kemin Web Sites in a way that constitutes copyright infringement, please provide Kemin with the information that follows: ALL INQUIRIES NOT RELEVANT TO OR NOT COMPLYING WITH THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. PLEASE BE ADVISED THAT TO BE EFFECTIVE, THE NOTIFICATION MUST INCLUDE ALL OF THE FOLLOWING:
Identification of the copyrighted work claimed to have been infringed;
A description of where the material that you claim is infringing is located on the Kemin Web Sites;
Your name, address email address and daytime telephone number, and all other information reasonably sufficient to permit Kemin to contact if necessary;
A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
A statement that the information in the notification is accurate, and under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed;
An electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement;
Kemin will remove any posted submission which infringes the copyright of any person under the laws of the United States upon receipt of such a statement (or, more specifically, any statement in conformance with 17 U.S.C. Section 512(c)(3)). United States law provides significant penalties for submitting such a statement falsely.
Notices of claimed copyright infringement should be directed to:
By mail: ATTN: LEGAL
KEMIN INDUSTRIES, INC.
2100 MAURY ST
PO BOX 70
DES MOINES, IA USA 50306-0070
FAX: (515) 559-5299
E-mail: Kemin Site Usage
IMPORTANT NOTE: THE PRECEDING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING KEMIN THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS PRODUCT OR KEMIN WEB SITES RELATED QUESTIONS AND REQUESTS, OR QUESTIONS ON PRIVACY, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.
Typographical Errors
In the event a Kemin product or other item is listed at an incorrect price due to typographical error or error in pricing information received from our suppliers on the Kemin Web Sites, Kemin shall have the right to refuse or cancel any orders placed for product or Kemin Web Sites listed at the incorrect price. Kemin shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, Kemin shall issue a credit to your credit card account in the amount of the incorrect price.
User Chat Rooms
Kemin may, but is not obligated to, monitor or review any areas on the Kemin Web Sites where users transmit or post communications or communicate solely with each other, including but not limited to chat rooms, bulletin boards or other user forums, and the content of any such communications. Kemin however, will have no liability related to the content of any such communications, whether or not arising under the laws of copyright, trademarks, libel, privacy, obscenity, or otherwise.
Claims
Each claim or statement about the effectiveness of Kemin products and/or each claim or statement comparing the effectiveness of Kemin products to the effectiveness of other products is expressly limited to the United States, unless otherwise disclosed on the Kemin Web Sites.
Privacy Policy
You agree and consent to the terms of the Kemin Privacy Policy, a copy of which you should review by clicking here.
Disclaimer of Warranties
THE KEMIN WEB SITES ARE PROVIDED "AS IS." KEMIN MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE KEMIN WEB SITES, INCLUDING ANY PART THEREOF, OR ANY WEBSITE OR OTHER CONTENT OR KEMIN WEB SITE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE KEMIN WEB SITES. KEMIN DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KEMIN DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL (i) WARRANTIES THAT THE KEMIN WEB SITES ARE FREE FROM COMPUTER VIRUSES, (ii) WARRANTIES ARISING FROM COURSE OF DEALING (iii) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (iv) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (v) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE KEMIN WEB SITES, OR ANY PART THEREOF, (vi) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE KEMIN WEB SITES, (vii) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND (viii) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY KEMIN OR ANY THIRD PARTY. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE KEMIN WEB SITES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. KEMIN DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THIS SITE IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE.
Limitation of Liability
IN NO EVENT WILL KEMIN OR ITS AFFILIATES, OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE WEB SITES, OR ON ANY WEBSITE LINKED TO THE KEMIN WEB SITES, BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS, USE OR INABILITY TO USE THE KEMIN WEB SITES OR ANY SITE LINKED TO THE KEMIN WEB SITES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ALTERATION, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE.
THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF KEMIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, KEMIN LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
Exclusion of Consequential Damages
IN NO EVENT SHALL KEMIN OR ANY THIRD PARTY BE LIABLE TO YOU OR ANY OTHER PERSON FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES ARISING UNDER OR IN ANY WAY RELATED TO THE KEMIN WEB SITES, INCLUDING ANY PART THEREOF, OR ANY OTHER CONTENT, (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, TRADING LOSSES, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE KEMIN WEB SITES) EVEN IF KEMIN OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
Indemnification
Upon a request by Kemin, you agree to defend, indemnify and hold harmless Kemin and its subsidiaries, affiliates, officers, agents, co-branders or other partners, advisors, directors and employees from all liabilities, claims and expenses, including reasonable attorneys' fees, made by any third party due to or arising out of content you submit, post to or transmit through the Kemin Web Sites, your use of the Kemin Web Sites, your violation of this Agreement or your violation of any rights of another.
Arbitration
By using the Kemin Web Sites, you agree that Kemin at its sole discretion, may require you to submit any disputes arising from the use of the Kemin Web Sites, or these Terms and Conditions concerning or, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said Rules. Notwithstanding these rules, however, the laws of the State of Iowa shall govern such proceedings.
Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Further, the arbitrator(s) shall have no authority to award punitive, consequential or other damages not measured by the prevailing party's actual damages in any arbitration initiated under this section, except as may be required by statute.
Choice of Law and Forum
This Agreement and use of the Kemin Web Sites shall be governed by and construed in accordance with the laws of the State of Iowa, excluding its conflict of law rules and not by the 1980 U.N. Convention on contracts for the international sale of goods. You and Kemin expressly agree that jurisdiction over and venue in any legal or administrative proceeding directly or indirectly arising out of or relating to the Kemin Web Sites shall be in the state or federal courts in Polk County Iowa. Any cause of action or claim you may have with respect to the Kemin Web Sites (including but not limited to the purchase of Kemin products) must be commenced within one (1) year after the claim or cause of action arises. Kemin failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. Kemin may assign its rights and duties under this Agreement to any party at any time without notice to you.
Kemin makes no representation that materials in the Kemin Web Sites are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access the Kemin Web Sites from locations outside Iowa do so on their own initiative and are responsible for compliance with applicable local laws.
You may not use or export the materials in violation of U.S. export laws and regulations. Any claim relating to the materials shall be governed by the internal substantive laws of the State of Iowa.
Severability and Integration
Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and Kemin and governs your use of the Web Sites, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Kemin. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
No Waiver
The failure of Kemin to enforce any provisions of this Agreement or respond to a breach by you or other parties shall not in any way waive its right to enforce subsequently any terms or conditions of this Agreement or to act with respect to similar breaches.
No Professional Advice
Any information supplied by any employee or agent of Kemin, whether by telephone, e-mail, letter, facsimile, Internet transmission or other form of communication, is intended solely as general guidance on the use of the Kemin Web Sites, and does not constitute legal, tax, accounting, marketing or other professional advice. Individual situations and state laws vary and users are encouraged to obtain appropriate advice from qualified professionals in the applicable jurisdictions. Any statement of facts contained on the Kemin Web Sites or in market comments, which may be posted on the Kemin Web Sites, are derived from sources believed to be reliable, but are not guaranteed as to accuracy, nor do they purport to be complete. No responsibility is assumed with respect to any such statement, nor with respect to any expression of opinion herein contained.
Miscellaneous
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Kemin as a result of this Agreement or your use of the Kemin Web Sites. Nothing contained in this Agreement is in derogation of Kemin right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Kemin Web Sites or information provided to or gathered by Kemin with respect to such use.
A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Kemin may revise these Terms at any time by updating this posting. You should visit this page from time to time to review the then-current Terms because they are binding on you. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages at web sites maintained by Kemin. If you use the Kemin Web sites after the terms have been revised, you agree to be bound to the Terms as amended.
If you have any questions or comments about this Agreement, you may contact Kemin at the address above or by sending an email to Libby.Nelson@Kemin.com.
Term and Termination
Kemin reserves the right a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed, in its sole discretion, to terminate your access to all or part of the Web Sites, with or without notice.
