TERMS OF USE

Last Modified: April 25, 2023

THESE TERMS OF USE ARE A BINDING LEGAL AGREEMENT BETWEEN YOU AND CALCEAN MINERALS AND MATERIALS, LLC REGARDING YOUR USE OF OUR WEBSITE.  PLEASE READ CAREFULLY. 

These Terms of Use (the “Terms”) govern your use of the www.calcean.com website, including any content, functionality or services made available via the website (collectively referred to herein as the “Website”), which is maintained by Calcean Minerals and Materials, LLC and its affiliates or subsidiaries from time to time (the “Company”).

References to “we,” “our,” or “us” in these Terms shall mean the Company.

By using the Website, you agree to abide by the Company’s then-current Website Terms and Privacy Policy and all applicable laws, statutes and/or regulations.  If you do not agree to all of these Terms, do not access or otherwise use the Website.  The Company reserves the right in its sole discretion to amend, modify, supplement or replace the Terms at any time and for any reason.  Please check the Terms periodically for changes. Your continued use of the Website after any change will be deemed an acceptance of such changed Terms.  Notwithstanding the foregoing, no revisions to these Terms will be effective with respect to any dispute that arose between you and the Company prior to the date of such revision.

The Website has been designed to provide general information about the Company and its products and other related information from time to time. Everything you see on the Website (the “Content”), including, for example, all of the text, directories, photographs, illustrations, graphics, audio clips, video clips, and audio-video clips, is the proprietary information and material of the Company and/or its licensors and is protected by applicable intellectual property laws and other laws. You may download, store, print, and copy selected portions of the Content of the Website, provided you:

  • Only use the Content you download for your personal, noncommercial use or to further your business dealings with Company.

  • Do not publish or post any part of the Content on any other Internet site without obtaining the prior written consent of Company.

  • Do not publish or broadcast any part of the Content in or on any other media without obtaining the prior written consent of Company.

  • Do not modify or alter the Content in any way or delete or modify any copyright or trademark notices or notices of confidentiality.

No right, title or interest in the Content is transferred to you when you use and/or download the Content from the Website. Company reserves all intellectual property rights in any Content you download from the Website. Except as expressly stated above, you may not copy, download, print, publish, display, perform, distribute, transmit, transfer, translate, modify, add to, update, compile, abridge or in any other way transform or adapt all or any part of the Content without first obtaining written permission from Company.

The use or misuse of the Company’s intellectual property including its trademarks or any other materials, except as permitted herein, is expressly prohibited and may be in violation of copyright law, trademark law, publication rights and communications regulations and statutes. Please be aware that the Company actively and aggressively enforces its intellectual property rights to the fullest extent of the law.

While the Company intends to periodically update the Website, it undertakes no obligation to do so and makes no representations or warranties as to its accuracy or completeness. Access to and use of the Website and its Content is solely at your own risk, and neither the Company nor any party involved in creating content for the Website and/or maintaining or delivering the Website shall be liable for any damage of any kind arising out of the access, use or the inability to access or use the Website, or for any omissions or errors contained in the Website.

The Company welcomes your comments and feedback regarding the Website. However, please do not send us any creative information, content, or materials including, without limitation, ideas, questions, designs, suggestions, computer code, or original artwork (collectively “Unsolicited Submissions”).  By submitting any Unsolicited Submissions, you assign to the Company, free of charge, all worldwide rights, title and interest in all copyrights and other intellectual property rights in the Unsolicited Submissions. The Company will be entitled to use Unsolicited Submissions for any purpose whatsoever subject to the Privacy Policy, without restriction and without compensating you in any way.  This policy concerning Unsolicited Submissions is aimed at avoiding any potential misunderstanding or disputes. 

The Company may provide links to other sites, including social media sites such as Facebook or Twitter (“Third-Party Sites”), including the content therein, or may embed certain content delivered by third parties. Such third-party content, whether located at Third-Party Sites or embedded within the Website, is collectively referred to herein as “Third-Party Content”.  The Company has no control over any Third-Party Sites or Third-Party Content and, therefore, makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of Third-Party Sites or Third-Party Content. The Company provides links to or embeds Third-Party Sites or Third-Party Content only as a convenience, and the inclusion of any link to a Third-Party Site or any Third-Party Content on the Website does not imply our affiliation, endorsement, or adoption of the linked or embedded Third-Party Site or Third-Party Content. ACCESS AND USE OF THIRD-PARTY SITES AND THIRD-PARTY CONTENT IS SOLELY AT YOUR OWN RISK. Our terms and policies do not govern your use of any site other than the Website. You should review applicable terms and policies, including the privacy and data gathering practices, of any Third-Party Sites.

GENERAL DISCLAIMER

Not all product, services, and/or Content referenced in the Website are proprietary to the Company and may be owned or controlled by third parties.

Indemnification

By accessing and/or using the Website, you agree to indemnify, defend and hold the Company, our subsidiaries, affiliates and parents, and their respective officers, directors, employees, members, agents, representatives, consultants, legal and business advisors, business partners, information providers, licensors and licensees and their respective successors, heirs and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all liability and costs, including, without limitation, reasonable attorneys’ fees and expenses, incurred by the Indemnified Parties in connection with (directly or indirectly) or any claim arising out of, or breach by you of, these Terms or from your unauthorized use of the Website. You agree to cooperate as fully as required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not enter into any settlement agreement that affects the rights of any of the Indemnified Parties or requires the taking of any action by any of them, without our prior written approval.

Disclaimer of Warranties and Liability

THE CONTENT ON THE WEBSITE IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” AND THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, CREATED BY LAW, CONTRACT OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT ACCESS TO THE WEBSITE WILL BE AVAILABLE ON A CONTINUOUS BASIS, WILL BE UNINTERRUPTED, OR THAT THE INFORMATION CONTAINED ON THE WEBSITE WILL BE TIMELY, COMPLETE OR ERROR FREE.

EACH PERSON ASSUMES FULL RESPONSIBILITY AND ALL RISKS ARISING FROM ACCESS AND USE OF THE WEBSITE. IN NO EVENT SHALL CALCEAN MINERALS AND MATERIALS, LLC, ANY OF OUR SUBSIDIARIES, AFFILIATES AND PARENTS, AND ANY OF OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, REPRESENTATIVES, CONSULTANTS, LEGAL AND BUSINESS ADVISORS, BUSINESS PARTNERS, INFORMATION PROVIDERS AND LICENSORS AND THEIR RESPECTIVE SUCCESSORS, HEIRS AND ASSIGNS BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL (INCLUDING LOSS OF PROFIT), PUNITIVE OR OTHER DAMAGES ARISING FROM OR IN CONNECTION WITH THE EXISTENCE, ACCESS OR USE OF THE WEBSITE OR THE INABILITY TO USE OR LOSS OF DATA CONTAINED WITHIN THE WEBSITE, REGARDLESS OF WHETHER THE COMPANY OR ANY OF THE OTHER ENTITIES OR PERSONS LISTED ABOVE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. IN STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE COMPANY’S LIABILITY, AND THAT OF ITS SUBSIDIARIES, AFFILIATES OR PARENTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, BUSINESS PARTNERS, INFORMATION PROVIDERS AND LICENSORS AND THEIR RESPECTIVE HEIRS AND ASSIGNS IS LIMITED TO THE FULLEST EXTENT ALLOWED BY SUCH STATES’ LAWS.

We do not warrant that the functions or informational materials contained in or accessed through our Website are free of computer viruses or other harmful components. Although we make a good faith effort to update the content of our Website periodically, we do not have a duty to update information contained in our Website, and we will not be liable for any failure to update such information.

The Company assumes no responsibility or liability arising from the Content of the Website nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger or inaccuracy contained in any information within the Website or accessed through the Website.

Miscellaneous

These Terms constitute the entire agreement between you and the Company and govern your use of the Website and any information or services offered on the Website. This agreement supersedes any prior terms of use or other agreements between you and the Company concerning use of the Website.

Access to the information on the Website may be terminated at any time and for any reason without prior notice. To the extent so requested by the Company, you agree to immediately return all copies and forms of the information provided to you and not to further distribute or discuss the contents of any such information without the prior written consent or authorization of the Company.

These Terms are governed by and shall be construed in accordance with the laws of the State of Delaware without regard to its conflict of law provisions. By accessing or using the Website, you agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within the State of Delaware for resolution of any disputes arising out of or relating to these Terms or your use of the Website. You agree that, except as expressly provided herein (and other than the Company and its affiliates), there shall be no third-party beneficiaries of these Terms.

The failure by us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision, and no waiver shall be enforceable unless in writing and signed by the party against whom enforcement is sought.

If any portion of these Terms is held to be unenforceable, the unenforceable portion will be construed in accordance with the relevant law to as nearly as possible reflect the original intentions of the parties and the remainder of these Terms will be enforced as written.