These DIY Build Guide Disclaimer and Terms & Conditions (these “Terms”), govern the use of the DIY Build Guide, including any user documentation in electronic form which may be provided separately (the “DIY Build Guide”) offered by Terraformation Inc. (“Terraformation,” “we” or “us”) and the person or entity who will use the DIY Build Guide (“Customer” or “you”). Please read these Terms carefully. By downloading or otherwise using the DIY Build Guide, you agree to be legally bound by these Terms.
These Terms grant you a non-exclusive, nontransferable, non-sub licensable license to install and use the DIY Build Guide for the intended purpose in accordance with the instructions provided in the DIY Build Guide. The DIY Build Guide is licensed for Customer’s internal use only. Except as this Agreement expressly allows, You may not transfer, assign, provide access, pledge, rent, timeshare, host or lease the Seed Bank, or sublicense any of your license grants or rights under this Agreement; in whole or in part, without the express prior written permission of Terraformation.
The DIY Build Guide is licensed and not sold to you. These Terms grant you only the right to use the DIY Build Guide, but you do not acquire any rights, express or implied, in the DIY Build Guide other than those specified in these Terms. Terraformation and its licensors retain all right, title, and interest in and to the DIY Build Guide, including all patents, copyrights, trade secrets, and other intellectual property rights incorporated therein. The DIY Build Guide is protected by copyright laws, international treaty provisions, and other intellectual property laws. Therefore, other than as expressly set forth herein, you may not copy the DIY Build Guide without prior written authorization of Terraformation, except that you may make one (1) copy of the DIY Build Guide for your back-up purposes only. You may not copy any printed materials accompanying the DIY Build Guide, nor print more than one (1) copy of any user documentation provided in electronic form, except that you may make one (1) copy of such printed materials for your back-up purposes only.
Except as provided otherwise herein, you shall not rent, lease, sublicense, sell, assign, loan, or otherwise transfer the DIY Build Guide. You may not remove or destroy any product identification, copyright notices, or other proprietary markings or restrictions from the DIY Build Guide. All titles, trademarks, and copyright and restricted rights notices shall be reproduced on your back up copy of the DIY Build Guide. You may not modify or adapt the DIY Build Guide, merge the DIY Build Guide into another program or create derivative works based upon the DIY Build Guide.
These Terms shall be effective upon first use of the DIY Build Guide and shall terminate (i) at the discretion of Terraformation, due to your failure to comply with any term of these Terms; or (ii) upon destruction of all copies of the DIY Build Guide and related materials provided to you by Terraformation hereunder. Terraformation’ rights and your obligations shall survive the termination of these Terms.
Terraformation is not obligated to provide technical or other support (‘Support Services’) for the DIY Build Guide. If Terraformation does provide you with Support Services, these will be governed by separate terms to be agreed between you and Terraformation.
Terraformation does not warrant or guarantee that the Seed Banks built using the DIY Build Guide will meet your requirements, local building codes, or work site requirements. You assume all responsibilities for selection of the DIY Build Guide to achieve your intended results, and for the use of, and results obtained from, the DIY Build Guide. To the maximum extent permitted by applicable law, Terraformation disclaims all warranties and conditions, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and accuracy or completeness of results with respect to the DIY Build Guide and the accompanying materials.
Certain of the product and Terraformation names used in these Terms or the DIY Build Guide constitute trademarks of the Terraformation, its licensors or other third parties. You are not authorized to use any such trademarks except with the prior written consent of Terraformation. Terraformation may use, for promotional, marketing, and educational purposes, Customer’s name and any media content (including any photo or video footage), related to the DIY Build Guide and/or the Seed Bank, shared by Customer.
By using the DIY Build Guide, Customer agrees to provide Terraformation with certain data, information, and other content (“Customer Data”). Customer retains ownership of all Customer Data. Customer hereby acknowledges and agrees that by submitting data to Terraformation, Terraformation may freely use the Customer Data for the purposes of reporting, grant seeking, financing, fundraising, research, product development, publicity, marketing, communications, outreach, education, and publication in online botanical databases. Customer further acknowledges and agrees that Terraformation may use Customer Data to improve Terraformation’s products and services. Customer may not upload any data, information or other content protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. Customer is solely responsible for ensuring that Customer Data does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark, or other intellectual property right of any third party, (ii) contain anything that is obscene, defamatory, harassing, offensive, or malicious, or (iii) knowingly violates any federal, state, or local laws or regulations governing the storage and/or transmission of protected data. Customer agrees and hereby grants to Terraformation a non-exclusive, sublicensable license to use Customer Data to compile and synthesize aggregated and/or de-identified information (“Anonymous Data”). To the extent that Terraformation collects or generates Anonymous Data, such Anonymous Data may be used by Terraformation, provided that Terraformation will ensure that Applicant is not identified or identifiable as the source of any such Anonymous Data.
Under no circumstances will Terraformation be liable for any consequential, special, indirect, incidental or punitive damages whatsoever, including, without limitation, damages for loss of profits or revenues, business interruption, loss of business information, even if Terraformation has been advised of the possibility of such damages. In no event shall Terraformation’s aggregate liability for damages arising out of the Terms or the use of the DIY Build Guide exceed the greater of the price actually paid by you for the DIY Build Guide or five dollars (USD 5.00).
These Terms are governed by the laws of the State of California without reference to its principles of conflicts of laws, and without regard to the United Nations Convention on the Sale of Goods. The parties agree to resolve any disputes arising under these Terms by binding arbitration by JAMS. The arbitration will be conducted in San Francisco, California, unless otherwise agreed. Each party will be responsible for paying any fees in accordance with JAMS rules, and the award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You agree to resolve any dispute in arbitration on an individual basis only, and not on a class or collective basis.
These Terms constitute the entire agreement between the parties and supersedes any prior or contemporaneous understandings, whether written or oral about the subject matter hereof. These Terms may not be assigned, sold, leased or otherwise transferred in whole or part by any party; except that Terraformation may assign these Terms to its affiliate for purposes of any reorganization.