Services Agreement (product/service, schools, and breeding companies)

This Services Agreement for product/service, schools, and breeding companies ("Agreement") for the display of your product(s) on the Chain of Life Network® Internet Site (hereinafter referred to as the "Site") is between you and Perishables Research Organization ("PRO"), a corporation organized and existing under the laws of California and with a principal place of business in Pioneer, CA. Use of the Services signifies your agreement to the terms and conditions of use set forth in this Agreement. The Product/Service, Schools, and Breeding companies that display products on the Site are subject to the terms and conditions in Paragraph I and III, below.

By entering into this services agreement for display of your product, you also receive Membership rights to enter the site. The terms and conditions in Paragraph II and III, below, apply to this Membership right to navigate in the Site.

Please read the Agreement presented below, as you must indicate your acceptance of this Agreement at the time you register your product for display or where you exercise your Membership rights to enter the site. If you do not agree with the terms of this agreement, then please exit this Site, as you will not be provided full access. Namely, the corporation that developed and owns this Site, Perishables Research Organization ("PRO"), is unwilling to grant you a license to use the Site without your acceptance of this Agreement.

I. Terms and Conditions that apply to the Display of Products

1. Grant of Rights for Display of Products for Registered Users. PRO grants you a non-exclusive, non-transferable limited right to display your registered product on the Site.

2. Content. You recognize that you are solely responsible for the content of any information you may make available by means of this Service. PRO has the right to monitor the content which you make by means of the service, but shall have no obligation to do so. You agree that if PRO in its sole discretion, deems any content made available by you to be unlawful, fraudulent, offensive, obscene or otherwise objectionable, PRO has the right, but not the obligation to remove such content. You expressly agree that PRO shall not be liable to you for any action taken to remove material posted in violation of any law, regulation or rights to a third party, including, but not limited to, rights under copyright law and prohibitions on libel, slander, invasion of privacy. PRO has the right to take all reasonable actions to remove any such material, including restriction, suspension or termination of your privileges and/or deletion of the objectionable material.

3. Prohibited Uses. (a) You expressly agree not to sue the PRO service in a manner that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation. You acknowledge that prohibited conduct includes, but is not limited to, use of the Service to invade the privacy of third parties, impersonation of PRO personnel or other parties or entities, transmitting abusive, profane, libelous, slanderous, threatening or otherwise harassing material via email, chat services or bulletin boards. You also agree not to use the service to attempt to use another user's name or persona without authorization from that user, and you agree not to violate the security of the service.

4. System Resources. You acknowledge that you may not use the service to operate server programs, including, but not limited to mail servers, etc. You further agree not to use any technology, method or device to maintain a constant connection with the service.

5. Charges and Payment. (a)You are responsible for all charges resulting from the use of the PRO service. (b) Product/Service Companies that are displaying their product can cancel their accounts at any time by sending an e-mail to subscription@chainoflifenetwork.org stating this request. Once the Chain of Life Network® has finished processing this cancellation, all registration data, password information and applicable product/service listings will be deleted from the Site. At that time, a pro rated refund will be made, minus a $90.00 processing fee, and a check for that amount mailed to the appropriate party within ten days. The pro rated amount will be determined as a percentage of the unused subscription time for that account [(days remaining in subscription/365) x (amount paid)].

6. User Information. (a) For the purposes of identification and billing, you agree to provide PRO with accurate, current and complete updated information required by the registration to the service, such as, but not limited to, your legal name, address and telephone number. You agree to notify PRO within 60 days of any changes to your registration data. Failure to comply with this provision may result in immediate suspension or termination of your right to use the service. (b) You are solely responsible for maintaining confidentiality of your passwords and agree that PRO will have no obligations with regard thereto. (c) PRO reserves the right to reveal any Registration Data or other information in its possession regarding users of the Services in cooperation with a request or investigation by any governmental body or agency.

1. Grant of License for Registered Users. PRO grants you a non-exclusive, non-transferable license to access this Site and to use the information contained therein only in conjunction with the marketing of cut flowers, cut greens, bedding plants, potted plants, seeds, plugs, cuttings and postharvest care and/or floral marketing products/equipment/services or for use by university research, extension and/or teaching personnel. Any other use of the Site and information obtained from entrance to the Site is strictly forbidden. Wholesale downloading of the information in this Site is also expressly forbidden under the terms of this license agreement.

2. Ownership. You do not own the databases contained in this Site but have been granted a license for their use as described herein for the specific limited purposes as long as this license agreement remains in full force and effect. Ownership of the Site and, unless otherwise agreed to in writing, all intellectual property rights contained therein, shall remain at all times with PRO. Any unauthorized use of the information found in this Site by any person, business, corporation, university, government organization or any other entity is strictly forbidden and is a violation of this license agreement.

1. Copyright. Intellectual property laws, including US copyright laws, international treaties and conventions, protect the content provided by or in conjunction with this Site including text, pictures and multimedia. Your rights to copy, store or modify this database are limited as stated in this agreement. You may not remove any proprietary notice of PRO from any documentation found herein. PRO retains all copyright rights in the selection, coordination and/or arrangement of such materials found within this Site.

You have been granted no rights for the use of the third party content and materials that are referenced and listed in the Site. You are advised that US Copyright laws, international treaties and conventions and other intellectual property laws may protect any such third party content. With regard to the third party content referenced in this Site, you should seek to obtain rights independently from the authors and owners referenced herein.

2. Trademarks/Service Marks. This Agreement does not grant you any rights to any trademarks or service marks owned by PRO, including but not limited to, "Chain of Life Network®".

3. Restrictions. Non-wholesale reproduction of the information presented in this Site is allowed and encouraged on the condition that it is directly associated with the production and/or sale of the floral products described above or as related to university research, extension and/or teaching activities. Otherwise, you may not publish, display, rent, lease, modify, loan, distribute or create derivative works based upon the selection, coordination and arrangement of data within the Site except as described herein.

4. Disclaimer of Warranty. THERE IS NO EXPRESS OR IMPLIED WARRANTY REGARDING THE ACCURACY OF THE CONTENT FOR THE INFORMATION FOUND IN THIS SITE. PRO is mainly acting as a conduit for such content in the collecting, compiling, presenting and referencing the content, which, unless otherwise noted, that has been prepared mostly by third parties.

PRO DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PRO DOES NOT WARRANT THAT ANY INFORMATION PRESENTED HEREIN WILL OPERATE OR MEET THE NEEDS YOU MAY HAVE. Some jurisdictions do not allow the waiver or exclusion of implied warranties so they may not apply to you.

5. Limitation of Liability. IN NO EVENT WILL PRO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF PRODUCTS OR LOSS OF GOODWILL) ARISING OUT OF THE INABILITY TO USE THIS SITE, USE THE INFORMATION REFERENCED IN THE SITE OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF PRO HAS BEEN ADVISED OF SUCH DAMAGES. PRO'S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR ACCESS TO THE SITE. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential damages or incidental damages, the above limitation may not apply to you.

6. Warranty and Indemnification. You represent and warrant to PRO that you will not transmit by means of the service any materials of any kind that (i) violate, plagiarize, or infringe on the intellectual property or contractual rights of any third party, (ii) are exported in violation of any law, rule, regulation governing exports from the USA, (iii) contain libelous, defamatory, obscene, pornographic, abusive or otherwise unlawful material, (iv) contain software viruses or any other malicious code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You further represent and warrant to PRO that your use of the service will at all times comply with applicable laws, rules and regulations. You hereby agree to indemnify, defend and hold harmless PRO and its employees, licensors, independent contractors, providers, subsidiaries and affiliates, from and against any and all liability and costs incurred by affiliates of PRO in connection with any claim arising out of any breach by you of the foregoing representations, warranties and covenants, including without limitation, attorney's fees and costs. You shall cooperate as fully as reasonably required in the defense of any claim. PRO reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of PRO.

7. Termination. This Agreement is effective until it is terminated. You may terminate this Agreement at any time by ceasing use of the Site and the use of the information found therein. PRO may terminate this Agreement for any reason, including, but not limited to, if PRO finds that you have violated any terms of this Agreement and/or have discontinued your subscription. Upon notification of termination, you agree to destroy or return all documentation that you have obtained from use of the Site. All provisions relating to proprietary and ownership rights shall survive the termination of this Agreement.

8. Miscellaneous Terms of Usage.

a. This Agreement shall be construed, interpreted and governed by the laws of the State of California without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this license agreement shall be an appropriate federal or state court sitting in Sonoma County, State of California, US.

b. This Agreement shall constitute the entire agreement between the parties hereto.

c. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto.

d. If any part of this Agreement is found invalid or unenforceable, the remainder of the Agreement shall be interpreted so as to reasonably effect the intention of the parties.

e. Both parties shall exercise their best efforts to settle all disputes arising under this contract by mutual agreement. If the dispute cannot be settled through mutual, amicable negotiations, the parties agree to first attempt good faith settlement by mediation. Mediation shall be non-binding, directed toward resolution of all outstanding issues, and shall be designed to attempt comprehensive settlement of the entire dispute.