© 2010 Pollinator Partnership
BY USING THE WEBSITE, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 13 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. This Agreement is void where prohibited.
Subject to Your compliance with the terms and conditions of this Agreement, Pollinator Partnership grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to use the Website. The Website, or any portion of the Website, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of Pollinator Partnership. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of Pollinator Partnership or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
6. USER INFORMATION
In connection with Your use of the Website, You may be required to complete a registration form. You represent and warrant that all information You provide on any registration form or otherwise in connection with Your use of the Website will be complete and accurate, and that You will update that information as necessary to maintain its completeness and accuracy.
7. THIRD-PARTY WEBSITES
The Website is linked with the websites of third parties (“Third-Party Websites”). Pollinator Partnership does not have control over the content and performance of Third-Party Websites. POLLINATOR PARTNERSHIP HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, POLLINATOR PARTNERSHIP DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION, MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. POLLINATOR PARTNERSHIP DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.
8. CONSENT TO RECEIVE EMAIL
By subscribing to the Pollinator Partnership Listserv, You consent to receive email communications from Pollinator Partnership and other Listserv subscribers.
9. PROHIBITED USES
Pollinator Partnership imposes certain restrictions on Your use of the Website. You represent and warrant that you will not: (a) violate or attempt to violate any security features of the Website; (b) copy or otherwise duplicate, directly or indirectly, any portion of the Website, including without limitation, all designs, information, photographs, images, drawings, videos, music, text, typefaces, graphics, products, code, and other files, and the selection, arrangement and organization thereof (collectively, “Pollinator Partnership Content”); (c) use any software that enables copying or duplication of Pollinator Partnership Content for later off-line viewing; (d) distribute, display, modify, transmit, resell, reuse, or repost Pollinator Partnership Content in any electronic form, including any online service, the Internet or any other telecommunications medium which now exists or shall exist in the future, for any purpose, without the prior written permission of Pollinator Partnership; (e) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (f) attempt to probe, scan, or test the vulnerability of the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (g) interfere or attempt to interfere with the use of the Website by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (h) use the Website to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (i) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website; or (j) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Pollinator Partnership in providing the Website. Any violation of this section may subject You to civil and/or criminal liability.
10. INTELLECTUAL PROPERTY
The Website all content and materials located on the Website, including without limitation the Pollinator Partnership name and any logos, designs, text, graphics and other files, and the selection, arrangement and organization thereof, are the intellectual property of Pollinator Partnership. Except as explicitly provided, neither Your use of the Website nor your entry into this Agreement, grant You any right, title or interest in or to any such content or materials. POLLINATOR PARTNERSHIP is a trademark of Pollinator Partnership. The Website is Copyright © 2009 to the present, Pollinator Partnership. ALL RIGHTS ARE RESERVED.
11. DISCLAIMERS; LIMITATION OF LIABILITY
(a) NO WARRANTIES.
POLLINATOR PARTNERSHIP, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, POLLINATOR PARTNERSHIP, ON BEHALF OF ITSELF AND LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. POLLINATOR PARTNERSHIP AND ITS LICENSORS OR SUPPLIERS DOES NOT WARRANT THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE OR WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER POLLINATOR PARTNERSHIP NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF THE WEBSITE.
(b) YOUR RESPONSIBILITY FOR DAMAGE YOU AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. YOU WILL NOT HOLD POLLINATOR PARTNERSHIP OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE WEBSITE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
(c) LIMITATION OF LIABILITY THE LIABILITY OF POLLINATOR PARTNERSHIP AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL POLLINATOR PARTNERSHIP OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO POLLINATOR PARTNERSHIP OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF POLLINATOR PARTNERSHIP AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE $50.00. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN POLLINATOR PARTNERSHIP AND YOU. THE WEBSITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
(d) APPLICATION THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND POLLINATOR PARTNERSHIP OR BETWEEN YOU AND ANY OF POLLINATOR PARTNERSHIP’S LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. POLLINATOR PARTNERSHIP’S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
12. GENERAL REPRESENTATION AND WARRANTY
You represent and warrant that Your use of the Website will be in accordance with this Agreement and any other Pollinator Partnership policies, and with any applicable laws or regulations.
13. INDEMNITY BY YOU
You agree to defend, indemnify and hold harmless Pollinator Partnership and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns, and contractors (collectively, the “Pollinator Partnership Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, “Claims”), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website; or (iii) Your provision to Pollinator Partnership or any of Pollinator Partnership Parties of information or other data.
Pollinator Partnership Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless Pollinator Partnership Parties. You may not settle any Claim without the prior written consent of the concerned Pollinator Partnership Parties.
14. GOVERNING LAW; JURISDICTION AND VENUE
This Agreement, including without limitation its construction and enforcement, shall be treated as though it were executed and performed in San Francisco, California, and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER IT AROSE OR BE FOREVER WAIVED AND BARRED. THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE WILL BE THE STATE AND FEDERAL COURTS IN SAN FRANCISCO, CALIFORNIA. THE PARTIES HEREBY STIPULATE TO, AND AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS, AND FURTHER EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF PROCESS.
Either party may terminate this Agreement and its rights hereunder at any time, for any or no reason at all, by providing to the other party notice of its intention to do so. This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by Pollinator Partnership. Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 1, 4-7 and 9-17 will survive any termination of this Agreement.
All notices required or permitted to be given under this Agreement must be in writing. Pollinator Partnership shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Pollinator Partnership. You agree that any notice received from Pollinator Partnership electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH POLLINATOR PARTNERSHIP IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY POLLINATOR PARTNERSHIP OF AN EMAIL TO THAT ADDRESS. You shall give any notice to Pollinator Partnership by means of: (1) fax at: 415.362.3070 or U.S. mail, postage prepaid, to 423 Washington St., 5th Floor, San Francisco, CA 94111.
This Agreement constitutes the entire agreement between Pollinator Partnership and You concerning Your use of the Website. This Agreement may only be modified by a written amendment signed by an authorized executive of Pollinator Partnership or by the unilateral amendment of this Agreement by Pollinator Partnership and by the posting by Pollinator Partnership of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of Pollinator Partnership. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and Pollinator Partnership are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Except as set forth in 11 and 13 are no third-party beneficiaries to this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by You would cause irreparable injury to Pollinator Partnership and Pollinator Partnership’s licensors and suppliers, and would therefore entitle Pollinator Partnership or Pollinator Partnership’s licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.