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Legal
These Terms of Use (“Terms”) govern access to and use of halcyoncommerce.com (the “Site”) operated by Halcyon Commerce, Inc. (“Halcyon,” “we,” “us,” or “our”). Halcyon is a global sourcing partner for research-grade and specialty chemicals, connecting laboratories and R&D organizations with an approved international manufacturing network.
This document is prepared for publication and counsel review. Items marked TODO require confirmation before the Terms are treated as final.
By accessing or using the Site, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Site.
If you use the Site on behalf of a company or other entity, you represent that you have authority to bind that entity, and “you” includes that entity.
The Site is intended to provide information regarding Halcyon’s commercialization capabilities, divisions, and ways to begin a commercial conversation. Content is for general business information only.
Nothing on the Site should be interpreted as a binding quotation, purchase commitment, offer to sell, guarantee of supply, guarantee of product suitability, or guarantee of regulatory approval or pathway eligibility.
Commercial transactions—including pricing, supply, quality agreements, and related obligations—are governed exclusively by separately negotiated written agreements between the relevant parties.
You may use the Site for lawful business purposes consistent with these Terms, including reviewing Halcyon’s capabilities and submitting bona fide inquiries.
You agree to provide accurate information in forms and correspondence and to use the Site in a manner that does not interfere with its operation or with other users’ legitimate access.
You may not:
The Site and its contents—including text, graphics, photography, layout, trade dress, logos, icons, and compilation—are owned by Halcyon or its licensors and are protected by copyright, trademark, and other intellectual-property laws.
“Halcyon,” the Halcyon wordmark and mark, “Atlas,” and related logos, graphics, and brand expressions are trademarks or trade dress of Halcyon. You may not use them without prior written permission, except for accurate factual references that do not imply sponsorship or endorsement.
Halcyon’s commercial methodologies, qualification approaches, manufacturer representation models, and proprietary workflows—including those supported by Atlas—are confidential business assets. Access to the Site does not grant a license to those methodologies beyond what is expressly stated in a written agreement.
You may view and print reasonable portions of the Site for internal business evaluation of Halcyon. Any other reproduction, distribution, modification, or public display requires Halcyon’s prior written consent.
Submitting an inquiry or RFQ through the Site or by email does not create a contract, reserve inventory, or obligate Halcyon or any manufacturer to supply product. Responses are informational until confirmed in a definitive agreement.
You are responsible for ensuring that information and documents you provide are accurate, lawfully shared, and free of malware. Do not upload information you are not authorized to disclose.
Product availability, lead times, specifications, and documentation depend on manufacturer capability, market conditions, and intended use. Statements on the Site are not guarantees.
The Site is not a secure portal for exchanging highly sensitive trade secrets. If you need to share confidential information, request an appropriate non-disclosure or quality agreement first.
Unless a separate written confidentiality agreement applies, information you voluntarily submit through public forms or unsolicited email may be used by Halcyon to evaluate and pursue the commercial purpose of your inquiry, consistent with our Privacy Policy.
The Site may reference manufacturers, materials, or third-party resources. Links or references do not constitute endorsement. Halcyon is not responsible for third-party sites, content, or practices.
Manufacturer capabilities and product attributes are subject to change. Always confirm current specifications and documentation through Halcyon or the manufacturer under an appropriate commercial process.
THE SITE AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, HALCYON DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Halcyon does not warrant that the Site will be uninterrupted, error-free, or free of harmful components, or that content will be complete, current, or suitable for your specific regulatory or commercial requirements.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, HALCYON AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR RELIANCE ON ITS CONTENT, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, HALCYON’S TOTAL LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THE SITE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100).
Some jurisdictions do not allow certain limitations. In those jurisdictions, Halcyon’s liability is limited to the fullest extent permitted by law. This section does not limit liability arising under a separate negotiated commercial agreement, which is governed by that agreement’s terms.
You agree to defend, indemnify, and hold harmless Halcyon and its directors, officers, employees, and agents from and against claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of your misuse of the Site, your violation of these Terms, or your infringement of any third-party right in connection with content you submit.
These Terms are governed by the laws of the State of Illinois, United States, without regard to conflict-of-law principles.
Except where prohibited by law, exclusive jurisdiction and venue for disputes arising out of these Terms or the Site will lie in state or federal courts located in Cook County, Illinois.
TODO – Confirm governing law, venue, and whether arbitration or mediation should replace court litigation.
We may modify the Site, suspend access, or update these Terms at any time. Updated Terms will be posted on this page with a revised date. Continued use after posting constitutes acceptance of the updated Terms, except where applicable law requires additional notice or consent.
If any provision of these Terms is held unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. These Terms, together with the Privacy Policy, constitute the entire agreement regarding Site use and supersede prior understandings on that subject. They do not amend any separate commercial contract between you and Halcyon.
You may not assign these Terms without Halcyon’s prior written consent. Halcyon may assign these Terms in connection with a corporate transaction or reorganization.
Questions about these Terms:
TODO – Confirm legal entity name, registered address, and formal notice email for contractual correspondence.
Halcyon Commerce, Inc. · https://halcyoncommerce.com