Effective as of January 27, 2019
Welcome to SeedLinked, a proprietary web-based software-as-a-service platform provided by SEEDLINKED (hereinafter, “SEEDLINKED” or “we” or “us” or “our”) to help organic and diversified farm/garden/seed business, gardener, breeder and seed company characterize, breed, source and plant seed. The SEEDLINKED platform comprises the SEEDLINKED website and mobile application, the SEEDLINKED point-of-sale mobile application, and all other software tools, applications and services as may be made available from time to time by SEEDLINKED (collectively, the “SEEDLINKED Platform”).
“Suppliers” means third-party vendors that provide products and/or services for the operation of the SEEDLINKED Platform. For example, SEEDLINKED uses a third-party vendor to provide online/mobile payment processing services for the SEEDLINKED Platform.
“SEEDLINKED Trademarks” means, collectively, the “SeedLinked” name and logo, the SeedLinked.com domain name, and any and all other marks and logos owned or used by SEEDLINKED, whether existing now or in the future, and whether registered or unregistered. As used herein, SEEDLINKED Trademarks also include its Suppliers’ marks and logos as used by SEEDLINKED under license.
“User Content” means any and all of the following: (i) account information provided by users, including identifying information about themselves and their farm/garden/seed business; (ii) farm/garden/seed business business and operational data provided by users in connection with their use of the SEEDLINKED Platform, including, for example, farm/garden/seed business crops, yields, and sales data, and customer contact lists (iii) user-provided photos, images, artworks, videos, audios, advertisements, descriptions, messages, and other content about their farm/garden/seed business, and including also logos, trademarks, service marks, trade names and other trade identifiers associated with their farm/garden/seed business; and (iv) User Feedback (as defined below). To the extent your User Content includes any element of your identity (name, voice, photograph, likeness, biographical information, etc.), you acknowledge and agree that any such element of your identity will be treated as part of your User Content.
“User Feedback” means any idea, opinion, suggestion, comment, review, or other feedback (whether solicited or unsolicited) provided by users to SEEDLINKED in connection with their use of the SEEDLINKED Platform.
2. GENERAL PROVISIONS.
2.2 Compliance with Applicable Laws. Use of the SEEDLINKED Platform is subject to all applicable laws and regulations. You acknowledge and agree that it is solely and entirely your responsibility to comply with all laws and regulations applicable to your farm/garden/seed business and/or your use of the SEEDLINKED Platform. Use of the SEEDLINKED Platform is prohibited if such use would be deemed illegal under applicable laws or regulations in the jurisdiction in which your farm/garden/seed business operates.
2.3 Notice to California Residents. To comply with California law, SEEDLINKED provides the following notice to users who are California residents:
SEEDLINKED’s legal name is SEEDLINKED LLC
SEEDLINKED’s address is 902 W Broadway St, Viroqua WI 54665
For complaints, California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210, or by email at email@example.com.
2.4 International Use. The SEEDLINKED Platform is hosted and operated within and from the U.S. SEEDLINKED and its Suppliers do not represent or warrant that the SEEDLINKED Platform will be appropriate or available for use in locations outside the U.S. If you access the SEEDLINKED Platform from a location outside the U.S., you acknowledge and agree that you do so of your own volition and at your own risk and that you are solely and entirely responsible for complying with all applicable local laws and regulations.
2.9 Electronic Communications. When you use the SEEDLINKED Platform, you are communicating with us electronically, and you consent to receiving communications from us electronically, including emails, push messages, in-app messages, and messages posted to your account on the SEEDLINKED Platform. You acknowledge and agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that the same be in writing.
2.10 Mobile Service Charges. By using the SEEDLINKED Platform on a mobile device (including downloading any SEEDLINKED Content or SEEDLINKED Software onto a mobile device), you acknowledge and agree that standard carrier charges may apply and that depending on your wireless service plan, your wireless carrier may impose data and/or other charges when you use the SEEDLINKED Platform, and that any and all such charges will solely be your responsibility.
2.11 Export Controls. The SEEDLINKED Platform may be subject to U.S. export control laws and regulations. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from SEEDLINKED, or any products utilizing such data, in violation of the U.S. export laws or regulations.
3. ACCOUNT REGISTRATION; SUBSCRIPTION.
3.1 Account Registration. To use the SEEDLINKED Platform, you must register an account.
By registering an account on the SEEDLINKED Platform, you represent and warrant that all account information you submit is your own information and is truthful and accurate. You acknowledge and agree that we may immediately suspend or terminate your account and your access to the SEEDLINKED Platform if we have any reason to believe that you have misrepresented or provided false account information to us.
3.2 Subscription. Access to certain tools and service features on the SEEDLINKED Platform may require a paid subscription (“Subscription”). Subscription may be month-to-month or on a yearly (i.e., 12 months) basis.
By purchasing a Subscription, you represent and warrant that you are the account holder (or an authorized user) of the credit/debit card or payment account that you use to pay for your Subscription purchase, and such payment card or account has sufficient funds to cover your Subscription purchase. You acknowledge and agree that we may immediately suspend or terminate your Subscription and your access to the SEEDLINKED Platform if we have any reason to believe that you have misrepresented or provided false payment information to us.
Once your Subscription purchase is processed and completed, we will send you a Subscription confirmation email that includes details about your Subscription, including the start date and end date of your Subscription, your renewal option, and the applicable Subscription fee charged to your payment card or account. If you believe there is an error in any detail about your Subscription, please immediately contact our customer service at help@SeedLinked.com
Unless you cancel your Subscription before its scheduled end date pursuant to Section 3.2(v) below, all Subscriptions are subject to automatic renewal, which means that, on the scheduled end date of your Subscription, your payment card/account that is on file with SEEDLINKED will automatically be charged the then-applicable Subscription fee for a new Subscription term. A monthly Subscription will automatically renew for another month, and a yearly Subscription will automatically renew for another 12-month period; except that you may elect to have your Subscription renewed to a different plan (i.e., from monthly to yearly, or from yearly to monthly).
Unless expressly otherwise indicated by SEEDLINKED, a purchased Subscription is NON-REFUNDABLE. This means that if you cancel your Subscription before its scheduled end date, cancellation will not take effect until the scheduled end date of your Subscription, and the Subscription fee you already paid will not be refunded.
All cancellation requests must be submitted electronically by clicking “Cancel Subscription” in the Subscription settings of the web application. Using our online cancellation request form (click here). Once processing is completed, we will send you a cancellation confirmation via email, and you will have access to your account until the end of the paid billing cycle. Once cancellation takes effect, you will no longer have access to those tools and service features covered by your cancelled Subscription, including any User Content you have stored on the SEEDLINKED Platform using those tools and service features. It is your responsibility to download such stored User Content from the SEEDLINKED Platform prior to cancelling your Subscription. Upon cancellation of your Subscription, we reserve the right to delete such stored User Content from the SEEDLINKED Platform.
IMPORTANT: If you do not want your Subscription renewed, please be sure to cancel your Subscription prior to its scheduled end date. Otherwise, we cannot guarantee that your Subscription will be cancelled in time so that you won’t be charged for renewal.
From time to time we may offer our users an opportunity to try out some of our Subscription-based tools and features for free for a limited time (“Free Trial”). If you participate in a Free Trial, you will pay nothing during the specified trial period for using the applicable tools and features. At the conclusion of the Free Trial, you will need to purchase a Subscription if you wish to continue to use the applicable tools and features.
We reserve the right to change our Subscription plan terms (including pricing) at any time. If you have an existing Subscription, we will notify you of any price change for the upcoming renewal term at least fifteen (15) days before the beginning of the renewal term in which the new price will be effective, and such notice may be sent via email and/or posted directly to your account on the SEEDLINKED Platform.
IMPORTANT: If you do not cancel your Subscription prior to its scheduled end date pursuant to Section 3.2(v) above, you will be deemed to have agreed to the new price and have authorized us to charge your payment card/account based on the new price at the time of renewal of your Subscription.
4. USE OF THE SEEDLINKED PLATFORM.
You further acknowledge and agree that your use of any SEEDLINKED Software, including any downloaded SEEDLINKED Software, is subject to the following additional terms and conditions:
Any such SEEDLINKED Software is licensed, and NOT sold or transferred, to you.
You may not distribute, sell, offer to sell, lend, rent, lease, transfer, or otherwise furnish any SEEDLINKED Software to a third party.
You may not modify, translate, or otherwise make derivative works from, or reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, any SEEDLINKED Software.
You may not bypass, disable, deactivate or render ineffective any copy control, copy protection, or other digital rights management (DRM) mechanism, scheme, device, program, tool, code or file contained or embedded in or associated with any SEEDLINKED Software.
All SEEDLINKED Software is subject to U.S. export control laws and regulations and may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Sudan, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading, installing, or using any SEEDLINKED Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. You may not download, install, use, export or re-export any SEEDLINKED Software or any underlying information or technology except in full compliance with U.S. export control laws and regulations.
You acknowledge and agree that, unless expressly otherwise indicated by SEEDLINKED, SEEDLINKED and its Suppliers are not obligated or required to provide any assistance or support (including any technical or customer support) with respect to your download, installation, or use of any SEEDLINKED Software.
From time to time SEEDLINKED and/or its Suppliers may make changes and updates to certain SEEDLINKED Software, and you understand that it may be necessary for you to download and install the changes and updates in order for such SEEDLINKED Software to function properly on your computer or mobile device.
4.2 Prohibited Uses. Any unauthorized or unlawful use of the SEEDLINKED Platform or any SEEDLINKED Software or SEEDLINKED Content is strictly prohibited. Specifically, you may not:
use the SEEDLINKED Platform or any SEEDLINKED Software or SEEDLINKED Content for any unlawful purpose, including, without limitation: operating any scam or fraudulent scheme (such as a pyramid or ponzi scheme); impersonating another, or making unauthorized use of another’s information; selling or offering to sell products without requisite licenses, permits, approvals or certifications; conducting false or deceptive advertising, or engaging in any other unfair trade practice; disseminating junk email, spam, or other unsolicited and unwanted messages or communications; or collecting personal information from or about others (including your farm/garden/seed business customers) without their knowledge or consent, including through “phishing” or under any other false pretense;
use the SEEDLINKED Platform or any SEEDLINKED Software or SEEDLINKED Content to upload, store, display, transmit, publish or distribute any content, data or information that: (i) is unlawful; threatening; harassing; abusive; hateful; discriminatory; derogatory; obscene; vulgar; pornographic; excessively violent; false, deceptive or misleading; defamatory or libelous; or otherwise offensive; (ii) promotes, solicits or aids crimes or illegal activities; (iii) promotes or solicits violence; (iv) promotes or solicits gambling, public intoxication, underage drinking, or drug abuse; (v) promotes or solicits animal cruelty; (vi) contains, promotes, or links to fake offers, scams, or other fraudulent schemes (such as pyramid schemes and ponzi schemes); (vii) contains, promotes, or links to viruses, worms, Trojan horses, spyware, malware, ransomware, or other malicious, harmful or disruptive code or material that is designed to damage, interfere with, intercept, lock out, or expropriate any software, hardware, information or data; or (viii) violates another’s copyright, trademark, trade secret, patent, right of publicity, right of privacy, contractual right, or other property or proprietary right of any kind (including, without limitation: using another’s name, likeness, photo, or other identity without consent);
copy, reproduce, distribute, sell, lend, rent, lease, or modify, translate, or otherwise make derivative works from, the SEEDLINKED Platform or any SEEDLINKED Software or SEEDLINKED Content;
use the SEEDLINKED Platform for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of developing any product or service to compete against SEEDLINKED;
offer the use of the SEEDLINKED Platform or any SEEDLINKED Software or SEEDLINKED Content as part of a service bureau, time-sharing, or other similar arrangement;
interfere in any way with the operation of the SEEDLINKED Platform or any SEEDLINKED Software or SEEDLINKED Content, or any server, network or system associated therewith, including, without limitation: hacking, mail-bombing, flooding, overloading, or making “denial of service” attacks; probing, scanning or testing the vulnerability of the SEEDLINKED Platform or any SEEDLINKED Software or SEEDLINKED Content, or any server, network or system associated therewith; breaching or circumventing firewall, encryption, security or authentication routines; accessing data not in SeedLinked for you, or accessing another’s account that you are not expressly authorized to access;
use any automated program, tool or process (including, without limitation, web crawlers, robots, bots, spiders, or automated agents or scripts) to access the SEEDLINKED Platform, or to register multiple accounts on the SEEDLINKED Platform, or to generate automated searches, requests, or queries to the SEEDLINKED Platform, or to strip, scrape, extract, or mine data or information from the SEEDLINKED Platform (except, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the SEEDLINKED Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file);
remove, erase, conceal, alter, or otherwise tamper with SEEDLINKED or third-party intellectual property, attribution, or other legal notices included in or associated with the SEEDLINKED Platform or any SEEDLINKED Software or SEEDLINKED Content;
frame, or otherwise create a browser or border environment around, any portion of the SEEDLINKED Platform, or any SEEDLINKED Software or SEEDLINKED Content;
use any of SEEDLINKED Trademarks: (i) for advertising, promotional, marketing, sale, or any other commercial or for-profit purposes (unless with the express prior written consent of SEEDLINKED); (ii) in any way that falsely suggests or implies an association or affiliation with, or endorsement, sponsorship or approval by, SEEDLINKED; or (iii) in any way that defames or disparages SEEDLINKED or its Suppliers; or
4.3 User Content.
By using the SEEDLINKED Platform, and for as long as you maintain an account on the SEEDLINKED Platform, you expressly and irrevocably give SEEDLINKED permission:
to do all things with your User Content as are reasonably necessary for SEEDLINKED to provide, host, operate, manage, maintain and improve the SEEDLINKED Platform, including performing tasks with your User Content as directed by you, such as: tracking, recording, storing, processing, organizing and managing your farm/garden/seed business data; generating and reporting your requested analytics; enabling you to build and publish your farm/garden/seed business website/online store; enabling you to organize and host farm/garden/seed business events; and enabling you to stay connected with your farm/garden/seed business customers through emails, newsletters, events, etc.; and
to use, reproduce, publicly display, and distribute your User Content for the purposes of marketing and promoting the SEEDLINKED Platform (provided, however, that SEEDLINKED will not publish or disclose to others your farm/garden/seed business or operational data or analytics without your express written permission).
If you submit User Feedback to SEEDLINKED, you acknowledge and agree as follows:
You expressly and irrevocably give SEEDLINKED permission to use your User Feedback indefinitely for any and all purposes (including, without limitation, for marketing and promoting the SEEDLINKED Platform, for making improvements to the SEEDLINKED Platform, and for developing new SEEDLINKED products and services).
Your submission of User Feedback is voluntary and consensual and is made without any condition or reservation of rights, including, without limitation, any condition of compensation, payment, credit, attribution, secrecy or confidentiality. No contractual, fiduciary or confidential relationship of any kind (whether express or implied) is created between you and SEEDLINKED by reason of your submission of User Feedback. Your submission is not returnable and may be retained indefinitely by SEEDLINKED.
You represent and warrant that:
your User Content does not contain any third party’s confidential or proprietary information, does not violate any right (including, without limitation, any intellectual property right, right of privacy, or right of publicity) of any third party, and does not violate any applicable law.
4.4 Aggregate Platform Data.
By using the SEEDLINKED Platform, you acknowledge and agree that SEEDLINKED will be free to: (i) compile and combine your and other users’ farm/garden/seed business data and analytics (after de-identifying such data and analytics as necessary so that they do not identify any particular user or farm/garden/seed business) to create aggregated and anonymized data in connection with measuring the usage and performance of the SEEDLINKED Platform (hereinafter, “Aggregate Platform Data”); and (ii) reproduce, disclose to others, publish, distribute, and otherwise use such Aggregate Platform Data indefinitely for any and all purposes (including, without limitation, for marketing and promoting the SEEDLINKED Platform, for making improvements to the SEEDLINKED Platform, and for developing new SEEDLINKED products and services).
4.5 Use of SEEDLINKED Forms and Templates.
4.6 Use of SEEDLINKED Sales Tools.
The SEEDLINKED Platform include tools that enable farm/garden/seed businesss to sell products directly from their farm/garden/seed business websites/online stores. By using such tools, you acknowledge and agree as follows:
All products are sold by you, and not by SEEDLINKED or its Suppliers. YOU ASSUME ALL RESPONSIBILITIES FOR PRODUCTS YOU SELL, including: (i) the responsibility to ensure the safety, quality, and proper labeling and packaging of your products and to comply with all laws and regulations and industry standards applicable to your products; (ii) the responsibility to make clear and truthful disclosure to your customers of all material facts, information, and sales terms and conditions concerning your products; (iii) the responsibility to arrange for shipping and delivery of your products to your customers; (iv) the responsibility to provide post-sale customer service and support (including processing returns and refunds) to your customers; and (v) the responsibility to handle and resolve all claims and disputes with your customers concerning your products.
In no event will SEEDLINKED or its Suppliers have any responsibility or liability of any kind for any products you sell, including, without limitation, any responsibility or liability for personal injuries (including illness and death) and/or economic losses suffered by your customers as a result of: (a) the consumption or use of any product you sold; (b) your non-delivery or late delivery of any product; (c) your failure or refusal to accept a return, to make an exchange, to issue a refund or credit, or to honor a product warranty; (d) your misrepresentation or non
Disclosure of any material fact concerning your products; or (e) any unlawful, unfair, or deceptive business or trade practice by you in your transactions or dealings with customers.
You will pay the applicable designated Supplier for payment processing a service fee for each sales transaction you make (hereinafter, “Transaction Service Fee”), regardless of the method of payment by your customers.
4.7 Use of Customer Communication Tools.
The SEEDLINKED Platform include tools that enable farm/garden/seed business to stay connected with their farm/garden/seed business customers through emails, newsletters, events, etc. By using such tools, you acknowledge and agree that you assume all responsibilities for your collection, use and disclosure of your customers’ personal information (including their names and contact information such as email addresses), as well as for all customer communications (emails, newsletters, events, etc.) distributed or directed by you, including: (a) the responsibility to make clear and truthful disclosure of your data collection, use and sharing practices to your customers; and (b) the responsibility to comply with all applicable laws and regulations related to data privacy and marketing to consumers (including, without limitation, laws and regulations pertaining to unsolicited marketing emails, mobile text messages, and telephone calls).
4.8 Use of SEEDLINKED Recommendations, Reports, etc.
To the extent you receive any recommendation, report or data from the SEEDLINKED Platform concerning your farm/garden/seed business or operations, you acknowledge and agree that: (i) any such recommendation, report or data is for general informational purposes only and should not be viewed or relied upon as professional or expert advice; and (ii) SEEDLINKED is not responsible or liable in any way for the results of your reliance upon any such recommendation, report or data, including for any losses (financial or otherwise), damages, costs or expenses that you may incur as a result of following any such recommendation, report or data. You should always do your own independent research (including consulting farm/garden/seed business experts) prior to making any business or financial decision concerning your farm/garden/seed business.
4.9 Third-Party Links & Ads.
4.10 Linking to SEEDLINKED.
You may link to the SEEDLINKED Platform, provided that you comply with the following terms and conditions:
Your link must be a text-only link. The SEEDLINKED logo may not be used for linking purposes, except with the express prior written consent of SEEDLINKED.
You do not frame or otherwise create a browser or border environment around any portion of the SEEDLINKED Platform or any SEEDLINKED Software or SEEDLINKED Content.
You do not link to the SEEDLINKED Platform from any adult or sexually oriented website.
You do not misrepresent or falsely suggest that your website or product or service is sponsored, endorsed or approved by, or affiliated with, SEEDLINKED.
You do not disparage SEEDLINKED, or publish false, misleading or inaccurate information about SEEDLINKED.
You also acknowledge and agree that SEEDLINKED is under no obligation to support your link to the SEEDLINKED Platform and may block traffic from your website at any time and for any reason.
4.11 User Indemnity.
By using the SEEDLINKED Platform, you agree to (i) indemnify and hold harmless SEEDLINKED and its Suppliers (including their respective officers, directors, employees, agents and representatives) (collectively, “SEEDLINKED and Related Parties”) from and against any claim, action, suit, proceeding or investigation brought by a third party (including by any of your customers) (hereinafter, a “Third Party Claim”) and (ii) pay any and all damages, settlements, judgments, awards, fines, costs and expenses (including, without limitation, court costs and attorneys’ fees) associated with such Third Party Claim, to the extent such Third Party Claim arises out of or relates to any of the following:
your use or misuse of, or your reliance upon the SEEDLINKED Platform (including your use or misuse of, or your reliance upon, any SEEDLINKED Software or SEEDLINKED Content or another’s User Content);
any of your User Content;
any product sold or provided by you;
any of your transactions or dealings with your customers, other users, or any other third parties;
any of your communications to your customers;
the conduct of your farm/garden/seed business, including any of your business or trade practices.
NOTE: This provision does not require you to indemnify any of SEEDLINKED and Related Parties for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the SEEDLINKED Platform.
SEEDLINKED reserves the right, at your expense, to assume the legal defense of a Third-Party Claim for which you are required to indemnify SEEDLINKED and its Suppliers, and you agree to fully cooperate with SEEDLINKED in such legal defense. You agree not to settle any Third-Party Claim for which you are required to indemnify SEEDLINKED and its Suppliers, without the
express prior written consent of SEEDLINKED. SEEDLINKED will use reasonable efforts to notify you in the event SEEDLINKED receives notice of a Third-Party Claim for which you are required to indemnify SEEDLINKED and its Suppliers; however, SEEDLINKED’s failure to so notify you will not in any way excuse or relieve you from your indemnity obligations hereunder.
5. DMCA POLICY.strong> SEEDLINKED respects the intellectual property of others and asks that users of the SEEDLINKED Platform do the same. To comply with the Digital Millennium Copyright Act (Title 17, U.S. Code) (hereinafter, “DMCA”), SEEDLINKED has adopted and implemented a policy that provides for the prompt removal of allegedly infringing User Content and for the termination of the account of any user who is determined by SEEDLINKED to be a repeat infringer. If you believe that any User Content on the SEEDLINKED Platform is infringing copyright and should be removed, please notify SEEDLINKED’s Designated Agent (listed below) in accordance with the following:
SEEDLINKED’s Designated Agent: The following is SEEDLINKED’s Designated Agent for receiving notifications of claimed copyright infringement:
902 W Broadway St
Viroqua WI 54665
Notice of Claimed Copyright Infringement: Notification of claimed copyright infringement must be in writing and sent to SEEDLINKED’s Designated Agent listed above, and must include the following information:
a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works are covered by a single notification, a representative list of such works;
identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit SEEDLINKED to locate the material;
information reasonably sufficient to permit SEEDLINKED to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Counter-Notification to Claimed Copyright Infringement: Under the DMCA, if a notice of copyright infringement has been filed against your User Content, you may make a counter-notification with SEEDLINKED’s Designated Agent listed above. The counter-notification must be in writing and include the following information:
your physical or electronic signature;
identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
a statement by you under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and
your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which you are located (or in the State of California, U.S.A., if you reside outside of the U.S.), and that you will accept service of process from the person who filed the notice of copyright infringement or an agent of such person.
If SEEDLINKED receives a valid counter-notification, it may reinstate the removed or disabled User Content in accordance with the DMCA.
Please note that, under the DMCA, any person who knowingly makes material misrepresentations in a notification of claimed infringement or in a counter-notification may be liable for damages.
6.DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY. By using the SEEDLINKED Platform, you acknowledge and agree as follows:
THE SEEDLINKED PLATFORM (INCLUDING ALL SEEDLINKED SOFTWARE AND SEEDLINKED CONTENT) AND ALL USER CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, SEEDLINKED AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SEEDLINKED PLATFORM (INCLUDING ALL SEEDLINKED SOFTWARE AND SEEDLINKED CONTENT) AND ALL USER CONTENT, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OF TITLE AND NON-INFRINGEMENT. WITHOUT LIMITATION TO THE GENERALITY OF THE FOREGOING, SEEDLINKED AND ITS SUPPLIERS DO NOT WARRANT THAT: (A) THE SEEDLINKED PLATFORM (INCLUDING ALL SEEDLINKED SOFTWARE AND SEEDLINKED CONTENT) AND ALL USER CONTENT WILL BE ACCURATE, ERROR-FREE, UP TO DATE, COMPLETE, OR USEFUL, OR WILL BE UNINTERRUPTED, OR WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECT OR ERROR IN THE SEEDLINKED PLATFORM (INCLUDING ANY SEEDLINKED SOFTWARE OR SEEDLINKED CONTENT) OR IN ANY USER CONTENT WILL BE CORRECTED; OR (C) THE SEEDLINKED PLATFORM (INCLUDING ALL SEEDLINKED SOFTWARE AND SEEDLINKED CONTENT) AND ALL USER CONTENT WILL BE SECURE AND FREE OF ANY VIRUS OR OTHER HARMFUL COMPONENT. ANY USE OF OR RELIANCE UPON THE SEEDLINKED PLATFORM (INCLUDING ANY SEEDLINKED SOFTWARE OR SEEDLINKED CONTENT) OR ANY USER CONTENT IS ENTIRELY AT YOUR OWN RISK.
EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL SEEDLINKED AND/OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER USER (WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE THEORY) FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OR CORRUPTION OF DATA, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF SALES, LOSS OF INCOME, REVENUE OR PROFIT, LOSS OF GOODWILL, OR LOST OR WASTED STAFF TIME) ARISING OUT OF OR RELATED TO THE SEEDLINKED PLATFORM (INCLUDING ANY SEEDLINKED SOFTWARE OR SEEDLINKED CONTENT), OR ANY USER CONTENT, OR YOUR USE OF OR RELIANCE UPON THE SEEDLINKED PLATFORM (INCLUDING ANY SEEDLINKED SOFTWARE OR SEEDLINKED CONTENT) OR ANY USER CONTENT, EVEN IF SEEDLINKED AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL SEEDLINKED AND/OR ITS SUPPLIERS BE LIABLE TO ANY USER FOR ANY DAMAGES IN EXCESS OF THE SUBSCRIPTION FEE AMOUNT (IF ANY) ACTUALLY PAID BY SUCH USER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FOR WHICH DAMAGES ARE CLAIMED.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, DAMAGES OR LIABILITIES, SOME OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. ACCORDINGLY, NOTHING IN THIS SECTION 6 AFFECTS ANY WARRANTIES, DAMAGES OR LIABILITIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
7. DISPUTE RESOLUTION BY BINDING ARBITRATION AND CLASS ACTION WAIVER; CHOICE OF LAW.
We encourage you to contact our Customer Service department if you have concerns or complaints about the SEEDLINKED Platform. Generally, customer complaints can be satisfactorily resolved in this way. If we cannot resolve your concerns informally, disputes between you and SEEDLINKED shall be resolved pursuant to this Section 7.
Arbitration is more informal than a lawsuit. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to limited review by courts. Under this Agreement, arbitrators can award the same individual relief affecting individual parties that a court can award, including damages and an award of attorneys’ fees, if the applicable law allows. BY AGREEING TO RESOLVE DISPUTES THROUGH ARBITRATION, YOU AND SEEDLINKED AGREE TO EACH UNCONDITIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY OR COURT (except small claims court). Instead of arbitration,
either party may bring an individual action in a small claims court for disputes or claims that are within the scope of the small claims court’s authority.
The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction.
In the event that you are able to demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to costs of litigation, SEEDLINKED will pay as much of your arbitration filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation. SEEDLINKED also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration. However, SEEDLINKED will not pay your share of the arbitration fees if the arbitrator finds that either your claim or the relief sought is frivolous or brought for an improper purpose, as measured by the standards of Federal Rule of Civil Procedure 11(b).
YOU AND SEEDLINKED AGREE THAT ANY CLAIMS BROUGHT BY YOU OR SEEDLINKED WILL BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND WILL NOT BE BROUGHT AS A CLASS, REPRESENTATIVE, COLLECTIVE OR PRIVATE ATTORNEY GENERAL ACTION. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class, representative, or private attorney general proceeding. You and SEEDLINKED agree to seek only such individual relief – whether in the form of individual damages, an individualized injunction, or other non-monetary individual relief – as is necessary to resolve any individual injury that either you or SEEDLINKED has suffered or may suffer.
The requirement that claims be brought in binding arbitration only in an individual capacity and not as a representative, private attorney general, or class member (“Class Action Waiver”) is non-severable. If the Class Action Waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void, with the exception of the next sentence. In the event the Class Action Waiver is found to be unenforceable, or in the event the agreement to arbitrate is found to not apply to a dispute, that such action between you and SEEDLINKED shall proceed in the federal or state courts located in Santa Clara County, California.
8. CHANGES TO TERMS.
9. FORCE MAJEURE.
11. CONTACT US.
Office of the CEO
902 W Broadway St
Viroqua WI 54665
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