These Seed Bank Application Form Terms & Conditions (these “Terms”), together with the Seed Bank Application Form (collectively, the “Agreement”) is entered into between Terraformation Inc. (“Terraformation,” “we” or “us”) and the organization set forth on the Seed Bank Application Form (“Applicant” or “you”) seeking financial sponsorship for a seed bank, nursery, or other Terraformation product (each a “Product”). Please read these Terms carefully. By submitting your Seed Bank Application Form, you agree to be legally bound by these Terms. Notwithstanding the foregoing, nothing in these Terms obligates you to purchase or otherwise receive a Product from Terraformation.
By submitting a Seed Bank Application Form, you agree that Terraformation may seek and secure sponsors to finance the purchase of a Product from Terraformation on your behalf (each, a “Sponsor”), under the terms of this Agreement. Terraformation will take into consideration your preferences with respect to a given Sponsor.
We agree to cooperate and work with each other to find Sponsors, which may include, for example, attending meetings and preparing joint presentations.
Once a Sponsor is selected and confirmed by the Applicant, Terraformation and the Sponsor will enter into an agreement to give the Sponsor certain rights (the “Sponsorship Benefits”). You agree to provide the Sponsorship Benefits to the Sponsor for so long as the Sponsor remains a Sponsor. Sponsorship Benefits include, without limitation: (i) allowing Sponsor and Terraformation access to Applicant’s location and Product for marketing and promotional purposes, (ii) permitting Sponsor and Terraformation to use pictures / videos of Applicant’s personnel and forestry project activities for marketing and promotional purposes, and (iii) (if applicable) permitting the Sponsor to place Sponsor’s logos and designs on Applicant’s seed bank.
Applicant hereby grants to Terraformation and Sponsors a non-exclusive license to use the Applicant’s name, trademarks and logos (“Marks”) throughout the world, in any media and format, in connection with the advertising and promotion of the Product and the relationship of the parties, including through broadcast, print or electronic media. Applicant represents and warrants that Applicant: (i) is the exclusive owner of or controls the Marks, (ii) has the right to grant the use of the Marks and all goodwill associated with or symbolized by the Marks.
The initial term of this Agreement is for a period of one year. Thereafter, it will automatically renew for successive one-year periods unless either party provides 30 days’ notice of its intention not to renew. The initial term and any renewal terms are collectively referred to as the “Term.” Sections 7-11 survive termination of this Agreement.
The following only applies if Terraformation arranges sponsorship or provides a Product to you: In consideration for any services or Products provided by Terraformation to you, Terraformation has, and is hereby granted, a right of first refusal with respect to any carbon credits, biodiversity credits or similar offerings of Applicant or any of its affiliates (“Carbon Transaction”). Applicant agrees to notify Terraformation promptly if any inquiry or proposal from a third party regarding carbon credits, biodiversity credits or similar offerings of Applicant or any of its affiliates (“Competing Transaction”). The notice must include the identity of the party making the inquiry or proposal and the detailed terms of the inquiry or proposal. Terraformation will have an option for a period of 60 days from the date the notice is given to elect to enter into a carbon transaction with Applicant, at the same price and subject to the same material terms and conditions as the Competing Transaction (or terms and conditions as similar as reasonably possible). Terraformation may exercise this option by notifying Applicant in writing before the expiration of the 60-day period as to the carbon transaction it wishes to enter into with Applicant. This section survives any termination of this Agreement.
Terraformation does not guarantee that it will be able to secure a Sponsor for Applicant, nor does it guarantee that a Sponsor will meet Applicant's requirements. Applicant acknowledges that Terraformation is not affiliated with and does not endorse any particular Sponsor. Applicant assumes all risks associated with working with Sponsors.
TO THE EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, COMPENSATORY OR INDIRECT DAMAGES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR ANY OTHER THEORY OF LIABILITY. TERRAFORMATION WILL NOT BE LIABLE FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT IN EXCESS OF USD $100.
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.
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. This Agreement shall not constitute, create, or in any way be interpreted as a joint venture, partnership or formal business organization of any kind. 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.