← ChemCal Pro

Terms of Service

Version 2.0Effective September 1, 2026Current policy

On this page

ChemCal Pro Terms of Service

Version 2.0 | Effective date: September 1, 2026

Application of this version. This version applies when made available and incorporated into the customer agreement through the applicable notice and acceptance process. The effective date above does not establish earlier acceptance or change rights that have already accrued.

---

1. Who this agreement is between, and what it covers

1.1 These Terms of Service (the "Terms") are an agreement between ChemCal Pro LLC, a Texas limited liability company ("ChemCal Pro," "we," "us," or "our"), and the organization that subscribes to or uses the ChemCal Pro service ("Customer," "you," or "your").

1.2 The "Service" means the ChemCal Pro web application, the technician application, the administrator and platform interfaces, the documentation we make available, and the related functionality we provide to Customer under these Terms.

1.3 These Terms are a business-to-business agreement. The Service is intended for pest-management companies and comparable organizations, and for the licensed or qualified professionals they authorize. It is not offered for personal, family or household use.

1.4 The following documents form part of this agreement and are incorporated by reference:

  • the Refund and Cancellation Policy;
  • the Support Policy;
  • the Data Processing Addendum, which applies where ChemCal Pro processes personal data on Customer's instructions;
  • the Subprocessors and Service Providers registry;
  • any Regional Addendum that the parties have expressly agreed applies to Customer; and
  • any private Lifetime Starter Rate Terms that ChemCal Pro has expressly assigned to Customer; and
  • any order form or written agreement the parties sign or record for Customer's subscription.

1.5 The Privacy Notice describes how ChemCal Pro handles personal information. It is a transparency notice. It is published for Customer's information and is not a source of contractual obligations under these Terms, and accepting these Terms is not consent to the processing described in it.

1.6 Order of precedence. If these documents conflict, the following order applies, most authoritative first:

  1. an order form or written agreement signed or recorded by both parties, to the extent it expressly conflicts;
  2. the Data Processing Addendum, as to the processing of personal data on Customer's instructions only;
  3. a Regional Addendum the parties have expressly agreed applies to Customer, as to the matters it covers;
  4. these Terms;
  5. the Refund and Cancellation Policy;
  6. the Support Policy;
  7. the Subprocessors and Service Providers registry.

Where a data-transfer instrument the parties have separately completed and executed applies, it controls over any conflicting term to the extent necessary for that transfer.

1.7 Company obligations; no personal guarantee. ChemCal Pro LLC, not its individual owners or personnel, is the service provider and contracting party. No Protected Person becomes a party to this agreement or personally guarantees ChemCal Pro's contractual obligations merely by owning, managing, working for, or acting on behalf of ChemCal Pro. This provision does not exclude personal liability that applicable law does not permit to be excluded.

---

2. Definitions

"Authorized User" means an individual Customer invites and permits to use the Service under Customer's account, in either the Company Admin or technician role.

"Company Admin" means an Authorized User holding Customer's administrator role, who configures the account and makes Customer's product, calculator, publication and access decisions.

"Customer Calculator" means a calculator record that belongs to Customer, created and configured within Customer's account.

"Customer Content" means information, documents, files, images, links, values, notes, configurations and other material that Customer or an Authorized User submits to, uploads to, or creates within Customer's account.

"Guided Setup Type" means a structured setup pattern defined in the Service that organizes which values a Customer enters and how the Service combines them arithmetically.

"Label" means a product label or labeling document, and "SDS" means a safety data sheet, in each case as stored as a document record in the Service.

"Platform Guide" means a versioned, product-neutral calculation pattern that ChemCal Pro prepares and releases within the Service.

"Platform Materials" means the Service and materials ChemCal Pro supplies within it, including its software and calculator functionality, Guided Setup Types, Platform Guides, Template Products, Product Repository organization and compilations, ChemCal Pro-authored structured label breakdowns, summaries and reviewed records, revision metadata, change information, update notices and signals, and its text, interfaces and documentation. Platform Materials exclude Customer Content and Third-Party Materials; inclusion in a compilation does not transfer ownership of those materials to ChemCal Pro.

"Protected Person" means an individual who is a current or former owner, member, manager, director, officer or employee of ChemCal Pro LLC, solely with respect to activities undertaken within the scope of that individual's responsibilities on behalf of ChemCal Pro in connection with the Service. "Protected Persons" means those individuals collectively. The definition does not cover unrelated personal activities or make an individual a contracting party.

"Template Product" means a product record ChemCal Pro makes available for Customer to adopt into Customer's own account.

"Third-Party Materials" means material originating with a third party, including manufacturer product labels, labeling, safety data sheets, product photographs and manufacturer literature, whether Customer uploads it or it reaches Customer's account by adoption of a Template Product.

---

3. Acceptance, authority, and how the agreement is formed

3.1 Organizational acceptance. These Terms are accepted by Customer as an organization, through a Company Admin who uses the acceptance control in the Service. The individual who accepts confirms that they are at least 18 years old, that they hold Customer's active administrator role, and that they are authorized to bind Customer.

3.2 What the acceptance record contains. When a Company Admin accepts, ChemCal Pro records the identity of the accepted document version, a content fingerprint of the accepted text, the authority confirmation shown on screen, the accepting person, the organization, and the time. ChemCal Pro's published legal pages show the current version of each document. ChemCal Pro retains the version Customer accepted, and will supply a copy of it, with its version identifier and content fingerprint, on an authenticated request to `support@chemcalpro.com` from an authorized Company Admin.

3.3 Electronic agreement. The parties agree that acceptance through the Service creates a binding agreement and that electronic records and acceptance evidence satisfy any requirement that this agreement be in writing or signed. ChemCal Pro will keep the accepted version available to Customer in a form Customer can read, print and retain.

3.4 Authorized Users do not sign this agreement individually. Individual Authorized Users are not asked to accept these Terms in their personal capacity, and ChemCal Pro does not record individual acceptance by technicians. Customer is responsible for its Authorized Users' use of the Service and for making them aware of the parts of this agreement, and of Customer's own instructions, that apply to their work. The Service also displays operational notices to Authorized Users at the point of use; those notices are information, not a separate agreement with the individual.

3.5 Account admission. ChemCal Pro admits organizations through an assisted process. There is no public self-service organization creation. Access begins when the applicable commercial and acceptance conditions for Customer's account are met.

---

4. What the Service is, and what it is not

4.1 What it is. The Service is a workflow and information platform. It lets Customer organize product records; store and version Label and SDS documents; record Customer's own guidance; build, check, lock and publish Customer's own structured calculators; use general unit and measurement tools; manage individual user accounts and roles; and release Customer-approved material to Customer's technicians.

4.2 Structured arithmetic only. Calculators in the Service run declared variables through a fixed, allow-listed set of arithmetic operations that the Service interprets. The Service does not execute free-form code, scripts or arbitrary expressions supplied by anyone.

4.3 What the Service is not. The Service is not, and must not be relied on as:

  • a source of pesticide-use authorization, approval, recommendation, certification or endorsement;
  • a determination that any product, use, rate, site, pest, method, equipment, interval or restriction is registered, permitted or lawful anywhere;
  • a legal, regulatory, safety or agronomic advisory service;
  • a system of record for pesticide applications, treatments, services, jobs, customers, routes, scheduling or invoicing;
  • a regulatory filing or compliance-reporting system;
  • a customer relationship management system for Customer's own end customers;
  • a continuous location or GPS tracking system;
  • a professional community, forum or content-sharing network; or
  • an artificial-intelligence advisor that generates pesticide-use recommendations.

4.4 How a calculation is processed, and what is not kept. When an Authorized User runs a Customer Calculator, the values that user enters are sent to ChemCal Pro's servers and processed there: the Service loads the locked calculator definition from Customer's account, evaluates it under the user's own session, and returns the result. The definition is never taken from the browser. That processing is transient — ChemCal Pro does not keep a history of individual calculation runs, their inputs or their results.

General measurement and conversion tools that are not bound to a product may run entirely in the browser. That does not describe product-bound Customer Calculators, which are processed as set out above.

Calculator definitions, the values Customer configures, version history, verification events and publication records are stored, because they are part of Customer's account records. Browser preferences and recently used unit selections are conveniences and are not treatment records.

4.5 Changes to features. ChemCal Pro may add, change, deprecate or withdraw features. ChemCal Pro will not materially reduce the core functionality of a paid subscription during a monthly term without reasonable notice, except where the change is necessary for security, legal compliance, third-party availability, or to prevent harm.

---

5. Pesticide labels, safety data sheets, and Customer's responsibility

This section allocates the most important responsibilities in this agreement. Please read it.

5.1 The controlling documents govern. In the United States, the current applicable federal and state approved pesticide label and labeling govern the use of a pesticide product, and it is unlawful to use a registered pesticide in a manner inconsistent with its labeling. Outside the United States, the applicable national or regional product authorization, approved label, any applicable permit, and local law govern. Information displayed in the Service never replaces those documents.

5.2 ChemCal Pro authorizes nothing. ChemCal Pro does not authorize, recommend, approve, certify, prescribe or guarantee any pesticide product, use, rate, dilution, concentration, site, pest, crop, frequency, method, equipment, personal protective equipment, re-entry interval, pre-harvest interval, restriction, registration, permit or legal compliance.

5.3 Customer's decisions. Customer is solely responsible for:

  1. selecting products and determining whether each product and each intended use is permitted in the applicable jurisdiction, including under any applicable permit or transitional arrangement;
  2. obtaining and reading the current Label, labeling, SDS, supplemental labeling, and any state, provincial, territorial or local requirement;
  3. interpreting those documents and resolving conflicts, ambiguities, gaps and changed registrations;
  4. confirming rates, units, sites, pests or crops, methods, equipment, protective equipment, restrictions, intervals and maximum frequency;
  5. creating, entering, reviewing, testing, verifying, locking, publishing and withdrawing Customer Calculators and Customer's own instructions;
  6. holding and maintaining every required licence, certification, permit, training and supervision; and
  7. supervising the actual handling and application of pesticides.

5.4 Summaries are aids, not authority. Structured label summaries, search results, Customer's own notes, Template Products, Guided Setup Types, Platform Guides and supporting materials are convenience aids. They may be incomplete, out of date, or inapplicable to a particular container, formulation, jurisdiction or use. Customer must verify against the controlling documents before use.

5.5 Availability is not permission. The presence of a product, a document, a Guided Setup Type or a Platform Guide in the Service does not mean the product is registered, or a use is permitted, in any particular location.

5.6 Safety data sheet access — Customer must keep an independent means of access. Where Customer uses the Service to give its workers access to safety data sheets, Customer remains solely responsible for meeting its own hazard-communication obligations, including any requirement that its workers can obtain the required information immediately, including in an emergency. The Service is provided without an availability commitment. Customer must maintain an independent means of access to required safety information that does not depend on the Service, on Customer's account, on Customer's device, or on network connectivity.

5.7 Recordkeeping stays with Customer. Customer must create and keep every legally required application, treatment, customer, job and compliance record outside the Service.

---

6. Platform Guides, Guided Setup Types, and Customer Calculators

6.1 Platform Guides are product-neutral patterns. A Platform Guide describes a calculation pattern and the roles a product plays in it. It states no rate, names no specific commercial product, and is not bound to any Label or SDS. It is not a calculator, a formula source, a pesticide recommendation, a label interpretation, or an approval of any use.

6.2 Guided Setup Types are setup patterns. A Guided Setup Type organizes which values Customer supplies and how the Service combines them. It contains no product-specific rate and makes no pesticide-use decision.

6.3 Adoption produces an independent Customer Calculator. When Customer adopts a Platform Guide or selects a Guided Setup Type, Customer chooses which of its own product records fill the pattern's roles and supplies its own values, units, sources and instructions. The result is a Customer Calculator that belongs to Customer. It is compiled at the time of adoption and does not read from the Platform Guide afterwards, so ChemCal Pro withdrawing, replacing or revising a Platform Guide does not alter, unpublish or invalidate a Customer Calculator Customer has already created.

6.4 Template Product adoption. Adopting a Template Product copies the available product information and document records into Customer's own independent records. Adoption is not verification and is not Customer's approval. A later revision upstream does not silently modify, replace or unpublish the copies in Customer's account. Third-Party Materials included with a Template Product remain subject to their owners' rights and to any use conditions communicated with those materials; adoption does not transfer ownership or grant rights beyond that scope.

6.5 Customer owns its calculation decisions. Customer owns and is responsible for its Customer Calculators, their product associations, the structured formulas as configured, the values and units, any source references, and its verification, locking and publication decisions. That applies whether Customer built the calculator from a Guided Setup Type, adopted a Platform Guide, copied one of Customer's own calculators, or received setup assistance from ChemCal Pro.

6.6 Setup assistance is assistance. If ChemCal Pro helps Customer configure a calculator, that help is administrative and technical. It is not certification, verification, or approval of any pesticide use. Customer must independently review and approve the completed calculator before any technician uses it.

6.7 Results are aids. Calculator results and general measurement tool results are aids. They are not application records, treatment records, customer or job records, regulatory filings, compliance reports, legal opinions, safety determinations or guarantees. Before relying on a result, Customer and its Authorized Users must verify the product, the current Label, the rate, the units, the use site, the pest or crop, protective equipment, restrictions, method, equipment and Customer's own instructions.

---

7. Product publication and document checks

7.1 What the check does. When Customer publishes one of its product records to its technicians, the Service checks that the product has at least one active Label record and at least one active SDS record, and records which document revisions were present at that moment.

7.2 What the check does not do. The check is a workflow control, not a compliance determination. It does not confirm that a document is the current approved version, that it is legally sufficient, that the product is registered for any use or jurisdiction, or that anything remains current afterwards. It does not monitor for updates, and it does not automatically unpublish a product if a document is later archived or superseded. Products published before this check existed are not affected by it.

7.3 Technician availability, and what a technician can and cannot do. For a technician to run a Customer Calculator, the calculator must be active, verified, locked and released by Customer, and its paired product must be a published product that is available to that technician.

Within that published library, a technician may choose which available product to open and which approved calculator to run, and may enter the technician values the calculator declares. A technician may not create or edit a calculator, change which product a calculator is bound to, change a formula, a rate, a fixed value or a unit, or publish, unpublish, verify, lock or unlock anything. Configuration authority rests entirely with Customer's Company Admins.

7.4 Publication records. The Service keeps a record of Customer's publication events and the document revisions present at each. Those records are Customer's account records and are retained as described in the Data Processing Addendum.

---

8. Accounts, roles, and Authorized Users

8.1 Individual accounts. Every Authorized User must have their own individual account. Shared, generic or role-based logins are not permitted.

8.2 Customer controls access. Customer decides who is invited, what role each person holds, and when access ends. Customer must promptly remove or suspend access when a person is no longer authorized.

8.3 Account security. Customer and its Authorized Users must keep account information accurate, protect credentials and sign-in links, use reasonable device security, and tell ChemCal Pro promptly at `support@chemcalpro.com` if they suspect unauthorized access.

8.4 Available security controls, described honestly. The Service provides individual authenticated accounts, separation between the Company Admin and technician roles, organization-level data separation, an additional authentication factor for ChemCal Pro's own privileged platform administrators, and a control that keeps one active signed-in browser context per account so that a newer sign-in displaces an older one. These controls reduce risk. They are not a guarantee that a stolen credential or an already-issued access token cannot be misused, and they do not provide instantaneous revocation of every issued token.

8.5 Instructions from a Company Admin. ChemCal Pro may rely on requests, approvals and configuration changes made by an active Company Admin as Customer's authorized instructions.

8.6 Responsibility for account activity. Customer is responsible for activity under its accounts, except to the extent the activity results from ChemCal Pro's breach of this agreement or ChemCal Pro's failure to use reasonable security measures.

---

9. Acceptable use

9.1 Customer and its Authorized Users must not:

  1. use the Service unlawfully, or to plan or carry out a pesticide use that is not permitted;
  2. state or imply that ChemCal Pro approved, certified, verified or recommended a product, use, formula, rate, instruction, technician or organization;
  3. bypass or attempt to bypass verification, locking, role, publication, subscription or data-separation controls;
  4. access or attempt to access another organization's data, or probe or test the Service for vulnerabilities without ChemCal Pro's prior written authorization;
  5. share an account, impersonate another person, or misstate authority to act for an organization;
  6. upload malicious code, interfere with the availability or integrity of the Service, or use automated access that places an unreasonable load on it;
  7. reverse engineer or attempt to derive non-public source code, except to the extent applicable law does not permit that restriction;
  8. copy, resell, sublicense, frame, or otherwise commercially exploit the Service or the Platform Materials, except as these Terms expressly permit;
  9. use output from the Service to build or train a competing product, model or dataset without ChemCal Pro's prior written permission;
  10. upload personal information the Service has not been designed to receive, including information about Customer's own end customers, service addresses, route or job data, or pesticide-application records; or
  11. remove or obscure proprietary notices.

9.2 Investigation. ChemCal Pro may investigate a suspected violation and preserve relevant evidence. ChemCal Pro will limit access to Customer Content to what is reasonably necessary for that purpose and will handle it under the Data Processing Addendum.

---

10. Customer Content

10.1 Customer owns Customer Content. As between the parties, Customer retains ownership of Customer Content.

10.2 The licence ChemCal Pro needs. Customer grants ChemCal Pro a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, reformat, back up, secure, troubleshoot and otherwise process Customer Content, only as reasonably necessary to provide, maintain, protect and support the Service, to comply with law, and to enforce this agreement. The licence lasts for the subscription term and for any retention period described in the Data Processing Addendum.

10.3 Customer's assurances. Customer represents that it has the rights, permissions, notices and lawful bases needed for Customer Content and for ChemCal Pro's permitted processing of it, including for any Third-Party Materials Customer uploads.

10.4 Accuracy. Customer is responsible for the accuracy, currency, completeness, quality, legality and suitability of Customer Content, and for the decisions Customer makes from it.

10.5 Content Customer must not upload. Customer must not upload malicious code, unlawful material, material that infringes someone's rights, or personal information outside the Service's intended scope. Where the Service provides a specific feature for a category of information — for example the member profile and credential records described in the Privacy Notice — Customer may use that feature for its intended purpose, and should not use it to store more than that purpose requires.

10.6 Export. While the subscription is active, Customer may access Customer Content through the Service and use available export functions, or request a copy through an authenticated support request. This does not promise a self-service bulk export for every category. Retention and deletion after termination are described in the Data Processing Addendum.

10.7 Feedback. If Customer voluntarily gives ChemCal Pro suggestions or feedback about the Service, ChemCal Pro may use it without restriction or payment. ChemCal Pro will not publicly identify Customer as the source without Customer's permission.

---

11. Intellectual property

11.1 ChemCal Pro's rights. ChemCal Pro and its licensors own the Platform Materials and all related intellectual-property rights. Nothing in this agreement transfers those rights to Customer.

11.2 Customer's licence. Subject to this agreement and to payment of applicable fees, ChemCal Pro grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for its Authorized Users to access and use the Service for Customer's own internal business operations during the subscription term.

11.3 What Customer owns after adoption. A Customer Calculator, a product record Customer creates or adopts, and the values, units, source references and instructions Customer supplies are Customer Content and belong to Customer under Section 10. ChemCal Pro's ownership of a Guided Setup Type or a Platform Guide does not give ChemCal Pro ownership of the Customer Calculator that Customer builds with it.

11.4 What Customer may do with adopted configurations. Customer may use, retain and export its adopted configurations for Customer's own internal business operations, including after the subscription ends. Customer may not resell, publish, license or otherwise distribute the ChemCal Pro pattern library, Platform Guides, Guided Setup Types, Template Product library, Product Repository compilation or other Platform Materials as a product or dataset of its own. Sections 11.6–11.8 also apply; extraction of individual items or small portions is not an exception to those restrictions.

11.5 Third-Party Materials. Manufacturer labels, labeling, safety data sheets, product photographs and similar materials remain the property of their owners. Neither Customer's ownership of its own configurations nor ChemCal Pro's ownership of the Platform Materials changes that. Customer is responsible for having the rights needed for Third-Party Materials it uploads. Where ChemCal Pro supplies Third-Party Materials, Customer may use them only within the scope of the permission or other lawful basis communicated with them and for Customer's internal use of the Service; no broader ownership, redistribution or commercial-republication right is implied.

11.6 No supplying another service. Without ChemCal Pro's prior written authorization, Customer and its Authorized Users must not use access to the Service, Platform Materials, or Third-Party Materials obtained through the Service to create, populate, maintain, operate or supply another software service, calculator service, repository, database, dataset, API, document library, monitoring service or alert service for anyone outside Customer's organization. This includes resale, sublicensing, white-label offerings, service-bureau use (performing the Service's functions for others), and making such functionality or materials available as a standalone offering or part of a bundled offering, whether paid or free and whether or not directly competing with ChemCal Pro.

11.7 Extraction and indirect reuse. Section 11.6 applies to manual copying and transcription, downloads, screenshots, scraping, automated extraction, API access and repeated small extractions, as well as bulk collection. Customer must not use ChemCal Pro's revision metadata, change information, notices or update signals to identify, verify, prioritize or trigger document updates or notifications supplied through another service. Rewording a notice, omitting attribution, independently confirming a change after using our signal, or obtaining the underlying document elsewhere does not authorize using the Service as an input to that other service. These restrictions apply to retained copies and derived materials after access ends, subject to Section 11.8 and rights that applicable law does not permit this agreement to restrict.

11.8 Permitted business use and independent sources. Customer may use the Service for its own ordinary business operations, including performing pest-management services for its customers, applying permitted calculator results, training its Authorized Users, and retaining its permitted internal configurations and records. This does not authorize giving others access to ChemCal Pro's functionality or supplying a substitute information, calculator, document or monitoring service. Nothing here transfers ownership of Customer's independently authored content or restricts its use apart from Platform Materials and Third-Party Materials embedded in it. These restrictions do not prohibit using facts or materials lawfully obtained from independent sources without using the Service or its signals to source or supply the other service, or disclosures required by law. ChemCal Pro claims no exclusive ownership of underlying public facts, mathematical principles or manufacturer documents. The restrictions govern use of our Service and materials supplied through it, whether or not an individual item is independently copyrightable. Sections 11.6–11.8 control the scope of permitted reuse under Sections 9.1(8)–(9) and 11.4–11.5; third-party rights remain applicable.

11.9 No implied rights. ChemCal Pro reserves all rights it does not expressly grant.

---

12. Copyright complaints

12.1 If a copyright owner or its authorized agent believes material stored in the Service infringes its copyright, it may write to ChemCal Pro at `support@chemcalpro.com` with the subject line Copyright Complaint, identifying the copyrighted work, identifying the material complained of with enough detail for ChemCal Pro to locate it, giving contact details, and confirming that the complaint is made in good faith and that the information given is accurate.

12.2 ChemCal Pro will review a complete complaint, may remove or restrict access to material while it does so, and will notify the affected Customer where it is appropriate and lawful to do so.

12.3 ChemCal Pro may suspend or terminate access for an Authorized User or a Customer that repeatedly infringes the copyright of others.

12.4 This section describes ChemCal Pro's own complaint process. It does not state or imply that ChemCal Pro has registered a designated agent under, or claims the benefit of, any particular statutory safe harbour.

---

13. Fees, seats, taxes, and payment

13.1 The standard subscription. ChemCal Pro's standard subscription is billed monthly in advance and renews each month until cancelled. The plan, included seats, additional seats and prices shown at checkout or in an order form are part of this agreement. ChemCal Pro does not currently offer an annual self-service subscription, a free tier, or a free trial on the standard subscription.

Recorded arrangements are preserved. Where ChemCal Pro has recorded a different arrangement for Customer — a legacy or custom plan, approved invoice terms, a complimentary arrangement, or private Lifetime Starter Rate Terms — that recorded arrangement governs for Customer and prevails over the standard description in this Section 13, including as to billing method, timing, included capacity and price. Sections 13.4 to 13.8 describe the standard behaviour and apply to a recorded arrangement only so far as they are consistent with it.

13.2 Hosted payments. Payments are processed by ChemCal Pro's payment provider on pages the provider hosts. ChemCal Pro does not collect, display or store complete payment-card or bank-account numbers. Customer authorizes ChemCal Pro and its payment provider to charge the applicable fees and taxes to the payment method Customer selects, at the start of each billing period. Customer must keep its payment and billing information current.

13.3 Included and additional seats. The standard subscription includes capacity for one administrator and one technician. Additional administrator and technician seats are separate entitlements at the prices shown; one does not substitute for the other. Where a recorded arrangement gives Customer different included capacity, that capacity applies.

13.4 Adding seats. A seat addition takes effect when the payment provider confirms it. It creates a prorated charge for the remainder of the current period, which ordinarily appears on Customer's next invoice rather than as an immediate charge. The payment provider, not ChemCal Pro, determines when an adjustment is billed.

13.5 Reducing seats. A seat reduction takes effect when the payment provider confirms it and ordinarily produces a prorated credit against Customer's account with the payment provider, applied to a future invoice. A credit is not a cash refund. Capacity may not be reduced below the seats currently in use or reserved by an invitation, and may not be reduced below the one administrator and one technician the subscription includes. A reduction is available once the current billing period is confirmed paid.

13.6 Taxes. Prices are exclusive of sales, use, value-added, goods-and-services, withholding and similar taxes unless the checkout page states otherwise. ChemCal Pro may add and collect any tax it is required to collect. Customer is responsible for taxes arising from its purchase, other than taxes on ChemCal Pro's net income.

13.7 Price changes. ChemCal Pro may change prices for a future monthly renewal on reasonable advance notice. Customer may cancel before the new price takes effect. A price change does not apply to a monthly period Customer has already paid for.

13.8 Non-payment. If an amount is past due, ChemCal Pro may restrict functionality or suspend access after notice where that is reasonably practicable. While the payment provider is retrying a failed payment, access ordinarily continues.

13.9 Refunds and cancellation. Refund eligibility and cancellation mechanics are governed by the Refund and Cancellation Policy. Nothing in that policy or in these Terms limits a right or remedy that cannot lawfully be excluded.

---

14. Term, cancellation, suspension, and termination

14.1 Term. This agreement begins when Customer accepts it and continues while Customer holds an account, whether or not a paid subscription is active.

14.2 Cancellation by Customer. Customer may cancel its subscription through the payment provider's hosted billing portal linked from Customer's billing page, or by emailing `support@chemcalpro.com` from an authorized Company Admin address with the subject line Cancellation Request. Cancellation stops the next monthly renewal. Unless the account is suspended or terminated for cause, access continues to the end of the paid period. Unused days are not prorated.

14.3 Cancellation and refunds are different actions. A refund does not by itself cancel a subscription, and a cancellation does not by itself create a refund. Section 13.9 and the Refund and Cancellation Policy govern refunds.

14.4 Suspension by ChemCal Pro. ChemCal Pro may suspend access where reasonably necessary to address non-payment, a security threat, suspected unlawful use, a material breach, a risk of harm, a sanctions or export-control restriction, or a legal requirement. Where reasonably practicable ChemCal Pro will give notice and an opportunity to resolve the issue first; immediate suspension is permitted where the risk is urgent.

14.5 Suspension following the end of a subscription. If Customer's subscription ends and is confirmed terminated by the payment provider, Customer's organization is suspended: Authorized Users lose access, and Customer Content is retained rather than deleted. Restoring access after a suspension is a manual step, and paying a later invoice does not automatically restore it. Customer should contact `support@chemcalpro.com` to arrange restoration or a new subscription.

14.6 Termination for breach. Either party may terminate for a material breach that the other party has not cured within 30 days of written notice, or immediately where the breach cannot reasonably be cured.

14.7 After termination. Customer's right to use the Service ends when any paid access period ends. Return, deletion and permitted retention of Customer Content and personal data are governed by the Data Processing Addendum.

14.8 Different operations, different effects. Cancellation, suspension, archiving, deletion of an organization's records, deletion of an individual's identity, and removal of stored files are distinct operations with different effects. They are described in the Data Processing Addendum and the Privacy Notice.

14.9 Survival. Sections that by their nature should survive will survive, including Sections 1.7, 5, 10.1, 10.3, 10.4, 11, 13 (as to amounts accrued), 16, 17, 18, 19, 20, 21, 22 and 23.11, and any permitted retention.

---

15. Support and availability

15.1 Standard support is described in the Support Policy, which sets out how to submit a request, what is in and out of scope, how to book from the availability shown on the scheduling page, and how to report a suspected security issue.

15.2 No service-level commitment. ChemCal Pro will use commercially reasonable efforts to make the Service available, but this subscription does not include a percentage uptime commitment, a guaranteed response or resolution time, or 24-hour support. Maintenance, security events, provider outages, network conditions and emergency changes may affect availability.

15.3 Support is not professional certification. ChemCal Pro can help with features and configuration. ChemCal Pro does not provide pesticide recommendations, label interpretation, regulatory determinations, legal advice, or verification of Customer's formulas, rates, registrations, licences or technician qualifications.

---

16. Privacy and data protection

16.1 The Privacy Notice describes how ChemCal Pro handles personal information for its own business purposes.

16.2 The Data Processing Addendum applies where ChemCal Pro processes personal data on Customer's instructions, and it forms part of this agreement.

16.3 For that processing, Customer is the controller or business and ChemCal Pro is the processor or service provider. ChemCal Pro acts as an independent controller for a limited set of its own purposes, including contracting, account administration, billing, fraud prevention, security, direct service communications, legal compliance, and establishing or defending legal claims.

16.4 The Subprocessors and Service Providers registry identifies the providers ChemCal Pro engages and the role each holds. Customer authorizes the providers identified in that registry's subprocessor section, subject to the notice and objection process in the Data Processing Addendum. Providers listed there as acting for ChemCal Pro's own purposes, or in their own right, are not subprocessors of Customer's data.

16.5 International use. The Service is operated from the United States. These Terms are prepared for United States business customers. Offering the Service to a Customer established outside the United States requires a separately agreed Regional Addendum. Where the transfer law applicable to that Customer requires a transfer safeguard, that safeguard must be separately completed before the transfer — the requirement, and the form it takes, differ by country and not every country requires a contractual instrument. Nothing here is an assurance that the Service, or a particular use of it, is permitted in any other country.

---

17. Confidentiality

17.1 Each party may receive non-public information that a reasonable person would understand to be confidential ("Confidential Information").

17.2 The receiving party will use the other party's Confidential Information only to perform or receive the Service, will disclose it only to people who need it and who are bound by confidentiality obligations, and will protect it with at least reasonable care.

17.3 Confidential Information does not include information that the receiving party can document was lawfully known without restriction, becomes public without breach, is lawfully received from another source, or is independently developed without use of the disclosing party's information.

17.4 A party may disclose Confidential Information where legally required, after giving notice where it is lawful and reasonably practicable to do so.

---

18. Warranties and disclaimers

18.1 Each party represents that it has the authority to enter into this agreement and will comply with the laws applicable to its own performance.

18.2 ChemCal Pro will provide the Service with reasonable skill and care and will maintain the security measures described in the Data Processing Addendum.

18.3 EXCEPT AS STATED IN SECTIONS 18.1 AND 18.2, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND CHEMCAL PRO DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT.

18.4 CHEMCAL PRO DOES NOT WARRANT THAT THE SERVICE, CUSTOMER CONTENT, TEMPLATE PRODUCTS, GUIDED SETUP TYPES, PLATFORM GUIDES, LABEL OR SDS SUMMARIES, CUSTOMER CALCULATORS, MEASUREMENT TOOLS, PUBLICATION RECORDS OR RESULTS WILL BE ERROR-FREE, COMPLETE, CURRENT, CONTINUOUSLY AVAILABLE, OR SUITABLE FOR ANY PARTICULAR PRODUCT, USE, JURISDICTION OR REGULATORY PURPOSE.

18.5 CHEMCAL PRO DOES NOT WARRANT OR GUARANTEE PESTICIDE SAFETY, EFFICACY, LEGALITY, REGISTRATION, LABEL COMPLIANCE, OR THE OUTCOME OF ANY APPLICATION.

18.6 These disclaimers do not exclude a warranty, guarantee, right or remedy that cannot lawfully be excluded, and they do not disclaim liability for ChemCal Pro's own fraud, wilful misconduct or gross negligence. Where mandatory law gives Customer a right that this section would otherwise limit, that right applies and this section is read accordingly.

18.7 Protection of personnel. The disclaimers in Sections 18.3 through 18.5 also benefit each Protected Person for the activities covered by that definition. Every qualification in Section 18.6 applies equally to that protection, including the exception for that Protected Person's own fraud, wilful misconduct or gross negligence. This extension does not reduce ChemCal Pro's express obligations in Sections 18.1 and 18.2 or make a Protected Person personally responsible for performing them.

---

19. Customer indemnity

19.1 What Customer will do. Customer will defend ChemCal Pro and each Protected Person against a third-party claim, and pay damages, penalties and reasonable legal costs finally awarded against them or agreed in a settlement Customer approves, to the extent the claim arises from:

  1. Customer's or an Authorized User's selection, instruction, handling, storage, transport, disposal or application of a pesticide;
  2. Customer Content, Customer's own guidance, or Customer's calculator values, verification, publication or withdrawal decisions;
  3. Customer's violation of pesticide, licensing, employment, privacy or other applicable law;
  4. Customer's breach of Sections 5, 8, 9 or 10; or
  5. unauthorized access resulting from Customer's failure to protect or promptly remove an account.

19.2 What Customer does not indemnify. This indemnity does not apply to the portion of a claim caused by ChemCal Pro's or a Protected Person's own negligence, breach of this agreement, wilful misconduct or violation of law. Customer is not agreeing to indemnify ChemCal Pro or a Protected Person against that person's own conduct. No indemnification of a penalty or other amount is required where applicable law prohibits it.

19.3 Conditions. Each person or entity seeking protection under this section must notify Customer promptly, give Customer control of the defence and settlement of the covered part of the claim, and provide reasonable cooperation at Customer's expense. ChemCal Pro may administer this process for a Protected Person with that person's authorization. ChemCal Pro and each Protected Person may participate with their own counsel at their own cost. Customer will not settle in a way that admits an indemnified party's fault, imposes an obligation on that party, or fails to release that party fully from the covered claim, without that party's written consent.

---

20. Limitation of liability

This section limits recovery between the parties and also protects ChemCal Pro's owners and personnel as expressly stated below. It is an essential part of the pricing of this Service. Please read it carefully.

20.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ANY PROTECTED PERSON IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, ANTICIPATED SAVINGS OR LOST DATA, EVEN IF TOLD SUCH DAMAGES WERE POSSIBLE.

20.2 One aggregate cap for ChemCal Pro and its personnel. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF CHEMCAL PRO AND ALL PROTECTED PERSONS, TAKEN TOGETHER, ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE SUBSCRIPTION FEES CUSTOMER PAID OR WAS REQUIRED TO PAY TO CHEMCAL PRO FOR THE ONE-MONTH BILLING PERIOD IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM. This is one shared aggregate cap, not a separate cap for the company and each individual. If the event occurs during Customer's first monthly billing period, the cap is the amount paid or payable for that period. If no subscription fee was paid or payable for the applicable period, the contractual cap is zero, subject always to Section 20.9 and to any liability the law does not permit the parties to limit.

20.3 What the cap does not limit. The cap in Section 20.2 does not apply to:

  • liability that cannot lawfully be limited or excluded;
  • a party's or a Protected Person's fraud, wilful misconduct or gross negligence; or
  • Customer's obligation to pay fees and taxes properly due; or
  • Customer's indemnification obligations under Section 19.

20.4 Customer indemnity. Customer's indemnification obligations under Section 19 are not subject to the cap in Section 20.2. Defence costs and any amount awarded or agreed in settlement for the same or a related set of facts count together as one indemnity claim.

20.5 Payment obligations are not damages. A refund ChemCal Pro owes under the Refund and Cancellation Policy, a correction of a billing error, and a payment right conferred by a statute that does not permit that right to be waived are payment obligations. They are not damages, and they do not reduce or count against the cap in Section 20.2. This does not carve ordinary statutory claims out of the cap — only a non-waivable statutory payment right is treated this way.

20.6 No double recovery. Neither party may recover twice for the same loss under different provisions of this agreement.

20.7 Aggregation. Claims arising from the same or a related set of facts, circumstances, acts, omissions or events are treated as one claim. The number of incidents, claimants, Authorized Users, defendants or legal theories does not increase the applicable cap. Amounts recovered from ChemCal Pro or a Protected Person for liability subject to Section 20.2 count toward the same shared cap.

20.8 Essential basis. The allocations in this section are an essential basis of the bargain and of the price of the Service, and apply even if a limited remedy fails of its essential purpose.

20.9 Mandatory law. Where mandatory law in Customer's jurisdiction gives Customer a right or remedy that this section would otherwise limit, that law applies and this section is read so as to give effect to it. A Regional Addendum may state how this section operates in a particular jurisdiction.

20.10 Scope and preserved exceptions. Subject to the qualifications and exceptions in this section, its protections apply to Customer's claims against ChemCal Pro and Protected Persons arising out of or relating to this agreement, whether pleaded in contract, tort (including ordinary negligence), statute or another legal theory. The extension to Protected Persons creates no exception to Sections 20.3, 20.5 or 20.9, does not limit non-waivable data-protection rights, and does not bind a person who has not agreed to these Terms merely because that person uses or is affected by the Service.

---

21. Changes to these Terms

21.1 ChemCal Pro may update these Terms to reflect changes to the Service, to law, to security requirements, or to how the business operates.

21.2 Each published version carries a version identifier and an effective date. ChemCal Pro will give reasonable advance notice of a material change.

21.3 Where a material change requires acceptance, an authorized Company Admin will be asked to accept the new version before continuing protected workflows in the Service. Technicians are not asked to accept.

21.4 A change does not retroactively reduce rights that have already accrued, and does not increase Customer's payment obligations for a monthly period Customer has already paid for.

21.5 ChemCal Pro's published legal pages show the current version of each document. ChemCal Pro retains superseded versions and the versions Customer accepted, and will supply a copy on an authenticated request under Section 3.2. ChemCal Pro does not currently publish a self-service archive of superseded versions.

---

22. Governing law, venue, and how disputes are handled

22.1 Talk first. Before filing a claim, the parties will try in good faith to resolve it, starting with written notice describing the dispute and the relief requested. Either party may proceed after 30 days, or sooner where urgent relief is needed or a limitation period is at risk.

22.2 Governing law. These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22.3 Venue. Subject to Section 22.5, the state courts located in Fort Bend County, Texas, and the United States District Court for the Southern District of Texas, Houston Division, have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

22.4 No arbitration requirement. These Terms do not require arbitration, and neither party waives a jury trial or the right to participate in a class or representative proceeding.

22.5 Mandatory rights are preserved. Nothing in this section waives a right, remedy, forum or protection that applicable law does not permit to be waived. Where Customer is in a jurisdiction covered by a Regional Addendum, that addendum states how this section applies.

22.6 Urgent relief. Either party may seek injunctive or other urgent relief in a court of competent jurisdiction for unauthorized access, misuse of intellectual property, breach of confidentiality, or an urgent security risk.

---

23. General

23.1 Assignment. Neither party may assign this agreement without the other's consent, except that either party may assign it to a successor in a merger, acquisition, reorganization or sale of substantially all relevant assets, provided the successor assumes the obligations.

23.2 Subcontractors. ChemCal Pro may use contractors and service providers and remains responsible for their performance as provided in this agreement and the Data Processing Addendum.

23.3 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, except for payment obligations and obligations to protect Confidential Information.

23.4 Notices. Notices may be given electronically. Legal notices to ChemCal Pro must be sent to `support@chemcalpro.com` with the subject line Legal Notice. ChemCal Pro's postal address for formal notices is 63 Marino Drive, Missouri City, Texas 77459, United States. Account, product, billing, security and service notices to Customer may be delivered through the Service or to the account email address of record, and Customer must keep that address current and monitored.

23.5 Severability. If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of the agreement continues.

23.6 No waiver. A failure to enforce a provision is not a waiver of it.

23.7 Interpretation. Headings are for convenience. "Including" means "including without limitation."

23.8 Which version of an incorporated document applies. Customer accepts a specific version of these Terms together with the versions of the incorporated documents in force at that time — the accepted bundle. A later version of an incorporated document applies to Customer only through the notice and acceptance process in Section 21. Publishing an updated Support Policy, Privacy Notice or registry is not, by itself, a new acceptance by Customer and is not consent to anything. A change does not reduce rights that have already accrued, and it does not reduce a protection that mandatory data-protection law requires. Where an update is operational rather than a change to Customer's rights — a new support subject line, a newly listed provider, a corrected contact route — it takes effect as described in the relevant document without a new acceptance.

23.9 Independent contractors. The parties are independent contractors. This agreement creates no partnership, joint venture, agency or employment relationship.

23.10 Entire agreement. These Terms, together with the documents listed in Section 1.4, are the entire agreement about the Service and replace prior proposals, representations and understandings about it, including any terms previously published on ChemCal Pro's marketing website.

23.11 Express rights of Protected Persons. Customer and ChemCal Pro expressly intend to benefit each Protected Person directly through Sections 1.7, 18.7, 19 and 20. Each Protected Person is an intended third-party beneficiary of those provisions and may enforce them in their own name, including by asserting the applicable disclaimers and liability limits as a defence or enforcing a covered indemnity. For disputes concerning those rights, Section 22 applies to and may be enforced by Customer and that Protected Person. A Protected Person's rights remain subject to the same conditions, exclusions, mandatory-law protections and shared aggregate cap that apply to the corresponding protection under these Terms; they are no greater than those expressly granted here. This section creates no personal guarantee of ChemCal Pro's obligations and does not transfer ChemCal Pro's performance duties to an individual. It does not restrict a data subject's non-waivable rights or rights granted under an applicable data-transfer instrument.