Supplier
Terms of Service.

Definitions

Eligibility & Application

2.1 Eligibility Requirements

To participate in the Supplier Network, you must:

• Be a duly organised legal entity or an individual of at least 18 years of age with authority to bind the entity you represent;
• Be a legitimate manufacturer, distributor, or authorised agent of specialty chemical ingredients;
• Possess all necessary licences, permits, and regulatory approvals required to supply the ingredients you list in your jurisdiction of operation and any jurisdiction to which you market;
• Provide a valid business email address and accurate company information.

2.2 Application Process

Applications are submitted via chemenova.com/suppliers. ChemeNova reviews applications within approximately 24 business hours and reserves the right to approve, reject, or request additional information at its sole discretion. Submission of an application does not constitute a right of access or approval.

2.3 Accuracy of Application

You represent that all information provided in your application is truthful, accurate, and not misleading. Material misrepresentation is grounds for immediate termination of this Agreement and any Supplier Account.

Supplier Account & API Key

3.1 Issuance

Upon approval, ChemeNova will issue a Supplier ID and a scoped API Key to the email address provided in your application. You are responsible for maintaining the confidentiality of your Supplier ID and API Key.

3.2 Security Obligations

You agree to:

• Not share, publish, or distribute your API Key to any third party;
• Immediately notify ChemeNova at suppliers@chemenova.com upon discovery or suspicion of any unauthorised use of your credentials;
• Not use automated scraping, reverse engineering, or other means to extract Platform data beyond what is expressly permitted by the Supplier API;
• Not use your Supplier Account to access data or functionality not intended for your account scope.

3.3 One Account Per Entity

Each legal entity may maintain a single Supplier Account. Creating multiple accounts to circumvent restrictions or obtain improper benefits is a material breach of this Agreement.

Listing Standards

4.1 Required Information

Each Listing must include, at minimum: ingredient INCI or common name, price per kilogram in USD, minimum order quantity (MOQ) in kilograms, and estimated lead time in calendar days. Listings that omit required fields may be suppressed or removed.

4.2 Prohibited Content

Supplier shall not list:

• Ingredients that are restricted, banned, or require special authorisation in the United States, the European Union, or any other major jurisdiction to which the Platform is accessible, unless accompanied by verified compliance documentation;
• Materials classified as hazardous without complete and current Safety Data Sheet (SDS) documentation accessible via URL or upload;
• Controlled substances as defined under 21 U.S.C. § 801 et seq.;
• Fictitious, test, or placeholder Listings intended to manipulate demand signals or search rankings;
• Ingredients for which the Supplier does not have the legal right to sell or represent.

4.3 Quality of Listings

Listings should accurately reflect your current commercial offer. ChemeNova reserves the right to remove or flag Listings that are consistently unresponsive to Formulator inquiries, carry outdated pricing by more than 90 days without update, or are demonstrably of lower quality than your other active Listings.

Pricing & Data Accuracy

5.1 Pricing Responsibility

All prices are set solely by the Supplier. ChemeNova applies no mark-up, commission, or transaction fee to Listings. The Supplier is solely responsible for ensuring that listed prices are commercially valid, inclusive of any regulatory surcharges or duties that would materially affect the delivered cost to a buyer.

5.2 Currency

All prices must be denominated in United States Dollars (USD) per kilogram unless ChemeNova expressly enables additional currencies in writing.

5.3 No Guaranteed Transactions

ChemeNova operates an ingredient intelligence and formulation AI Platform, not a transactional marketplace. Listing an ingredient does not obligate ChemeNova or any Formulator to purchase from the Supplier. Any commercial transaction between a Supplier and a Formulator is entirely independent of this Agreement and subject to the parties' own terms of trade.

5.4 Data Freshness

Supplier acknowledges that Formulators rely on the accuracy of Listing data when making formulation decisions. Supplier agrees to update Listings promptly — and in no event later than 14 calendar days — when material changes occur to price, availability, certifications, or regulatory status.

Intellectual Property

6.1 Supplier Content

Supplier retains all ownership rights in and to its Content, including ingredient specifications, SDS documents, and proprietary formulation data. By submitting Content to the Platform, Supplier grants ChemeNova a worldwide, non-exclusive, royalty-free licence to display, reproduce, process, and transmit such Content solely for the purpose of operating the Platforms, providing demand signal analytics, and improving AI model accuracy.

6.2 ChemeNova Property

The Platforms, the AI formulation engines, the demand signal infrastructure, all associated software, trade marks (including IntelliForm™, PrintChem™, OrbitChem™, and ChemeNova™), and aggregated/anonymised usage data are the exclusive property of ChemeNova LLC. Nothing in this Agreement conveys any right or licence in ChemeNova's intellectual property beyond what is strictly necessary to use the Supplier portal as documented.

6.3 Feedback

If Supplier provides suggestions, ideas, or feedback regarding the Platforms ("Feedback"), ChemeNova may use such Feedback without restriction, attribution, or compensation, and Supplier assigns all right, title, and interest in such Feedback to ChemeNova.

Regulatory Compliance

7.1 Supplier's Responsibility

Supplier is solely responsible for ensuring that all listed ingredients comply with applicable law, including but not limited to:

• The Toxic Substances Control Act (TSCA), 15 U.S.C. § 2601 et seq., and EPA regulations thereunder;
• EU REACH Regulation (EC) No 1907/2006 and CLP Regulation (EC) No 1272/2008;
• FDA 21 CFR Parts 182, 184, 186 (GRAS substances) and 21 CFR Part 210/211 (GMP for pharmaceuticals), where applicable;
• Cosmetics Regulation (EC) No 1223/2009 for personal care ingredients listed on IntelliForm;
• California Proposition 65 (Safe Drinking Water and Toxic Enforcement Act), where applicable;
• Any export control laws, sanctions programmes, or similar regulatory frameworks applicable to the Supplier's jurisdiction.

7.2 Certification Documentation

Supplier warrants that any certification (e.g., RSPO, Ecocert, COSMOS, USP, NSF, ISO) displayed in connection with a Listing is current, legitimately held, and accurately reflects the specific ingredient grade or specification being listed. ChemeNova may request documentary evidence of any stated certification at any time. Failure to substantiate a certification within 14 days of request is grounds for removal of the relevant Listing.

Data & Privacy

8.1 Supplier Data

ChemeNova processes the following categories of Supplier data: company name, contact email, country, website URL, listed ingredient data, API access logs, and demand signal analytics. This data is processed to operate the Supplier Network, detect fraud or abuse, and improve Platform quality.

8.2 Demand Signals

Demand signal data provided to Suppliers is derived from aggregated, anonymised Platform activity. Individual Formulator identities are never disclosed to Suppliers. ChemeNova reserves the right to limit, delay, or modify demand signal reporting at its discretion.

8.3 No Sale of Supplier Data

ChemeNova will not sell Supplier's individual company data or Listing data to third parties. Aggregated, de-identified market trend data may be included in ChemeNova research publications, investor materials, or partner reports.

8.4 Privacy Policy

The processing of personal data is further governed by ChemeNova's Privacy Policy, which is incorporated by reference.

Representations & Warranties

Supplier represents and warrants that:

• It has full authority to enter into this Agreement and perform its obligations hereunder;
• All Listing data is truthful, accurate, complete, and not misleading in any material respect;
• It holds, and will maintain throughout the term of this Agreement, all licences, permits, and regulatory approvals required to supply the listed ingredients in any jurisdiction in which it commercially operates;
• Its Content does not infringe the intellectual property rights of any third party;
• It will not use the Platforms to engage in any deceptive, fraudulent, or anti-competitive conduct;
• It will comply with all applicable anti-bribery, anti-corruption, and anti-money-laundering laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, as applicable.

Limitation of Liability

ChemeNova's total aggregate liability to Supplier for any claim arising under this Agreement shall not exceed the greater of (i) USD $100 or (ii) the aggregate fees paid by Supplier to ChemeNova in the 12 months preceding the event giving rise to the claim. Because access to the Supplier Network is free, this limit will in most cases be USD $100.

ChemeNova does not guarantee continuous, error-free, or secure access to the Platforms. The Platforms are provided on an "as is" and "as available" basis. ChemeNova expressly disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Indemnification

Supplier shall defend, indemnify, and hold harmless ChemeNova LLC and its members, managers, officers, employees, agents, licensors, and successors from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Supplier's breach of any representation, warranty, or obligation in this Agreement;
• Any Listing data that is inaccurate, misleading, incomplete, or in violation of applicable law;
• Any claim by a third party arising from a Formulator's reliance on Supplier Listing data in a commercial formulation decision;
• Supplier's infringement of any third-party intellectual property rights;
• Supplier's violation of any applicable law or regulation.

Term & Termination

12.1 Term

This Agreement commences on the date your supplier application is approved and continues until terminated by either party in accordance with this Section.

12.2 Termination by Supplier

Supplier may terminate this Agreement at any time by removing all Listings and providing written notice to suppliers@chemenova.com. Account closure will be processed within 5 business days of confirmed receipt.

12.3 Termination by ChemeNova

ChemeNova may suspend or terminate a Supplier Account with or without notice in the event of:

• Material breach of this Agreement by Supplier;
• Submission of false, misleading, or fraudulent Listing data;
• Regulatory action, debarment, or sanction affecting the Supplier;
• Conduct that ChemeNova reasonably believes poses a risk to Platform integrity, user safety, or ChemeNova's legal compliance;
• Extended inactivity (no Listings updated for more than 12 consecutive months).

12.4 Effect of Termination

Upon termination, the Supplier's API Key will be revoked, all Listings will be removed from the Platforms, and Supplier's right to access the Supplier portal will cease. Sections 1, 6.2, 6.3, 9, 10, 11, 14, and 15 shall survive termination.

Modifications

ChemeNova may modify this Agreement at any time. Notice of material changes will be provided via email to the address on file no fewer than 14 calendar days prior to the effective date of the change. Your continued use of the Supplier Account following the effective date constitutes acceptance of the modified Agreement. If you do not agree to a modification, you must terminate your Supplier Account before the effective date.

ChemeNova may also modify Platform features, API endpoints, and demand signal reporting methodologies at any time. ChemeNova will endeavour to provide reasonable advance notice of breaking API changes but does not guarantee backward compatibility.

Dispute Resolution

14.1 Governing Law

This Agreement is governed by the laws of the State of New Jersey, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt good-faith resolution of any dispute by email correspondence, with a minimum resolution period of 30 calendar days from the date of written notice of the dispute.

14.3 Arbitration

If informal resolution fails, any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Newark, New Jersey, in the English language. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.4 Class Action Waiver

Supplier waives any right to assert any claims against ChemeNova as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

14.5 Exceptions

Nothing in this Section prevents either party from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute.

General Provisions

15.1 Entire Agreement

This Agreement, together with ChemeNova's Privacy Policy and any applicable API documentation incorporated by reference, constitutes the entire agreement between the parties with respect to the Supplier Network and supersedes all prior agreements, representations, and understandings.

15.2 No Waiver

Failure by ChemeNova to enforce any provision of this Agreement shall not constitute a waiver of ChemeNova's right to enforce that provision in the future.

15.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15.4 Assignment

Supplier may not assign this Agreement or any rights or obligations hereunder without ChemeNova's prior written consent. ChemeNova may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to Supplier.

15.5 Force Majeure

Neither party shall be liable for any delay or failure to perform resulting from causes beyond that party's reasonable control, including acts of God, government regulations, sanctions, pandemics, or infrastructure failures not within the party's direct control.

15.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between ChemeNova and Supplier.

15.7 Notices

Notices under this Agreement shall be delivered by email to: (a) for ChemeNova — legal@chemenova.com; (b) for Supplier — the email address on file with the Supplier Account. Notices are deemed effective on confirmed receipt.

Contact

For questions regarding these Supplier Terms, or to exercise any rights under this Agreement, please contact: