Thank you (“You” or “Your”) for your interest in PlantTAGG® (the “System”) owned, operated, and/or provided by PlantTAGG, Inc. (the “Company”). You have indicated that you desire to participate as a business partner user (a “Partner User“) and you have requested access to services offered by or through the System that are provided only to duly qualified Partner Users (the “Services“). Use of the System and engagement as a Partner User is subject to a separate agreement between the parties (the “Business Agreement”)
Your access to, and use of, the Services is conditioned upon your acceptance, without modification, of the following terms, conditions, and notices (these “Partner User Terms“). If offered via the System, by clicking the “I Accept” button below, you agree to be bound by these Partner User Terms. By clicking the “I Do Not Accept” button below, you will not be permitted access to the Services. If you are not presented with an opportunity to accept these terms, then your continued use of the System including the browsing of any pages on the Website and/or the Services will be deemed to constitute your explicit acceptance of these Partner User Terms.
1. CHANGES.
The Company may change these Partner User Terms from time to time in the Company’s sole discretion. Accordingly, the Company encourages you to review these Partner User Terms periodically. The Company reserves the right (but is not required) to post a notice on the Website or send you a notice via email or any other delivery method of any such change to these Partner User Terms. The most current version of these Partner User Terms shall be linked on the home page of the Website. If you continue to use the Services after the Company changes these Partner User Terms, then you accept all such changes.
2. INFORMATION RESTRICTIONS.
2.1 CONFIDENTIALITY.
(a) “Confidential Information” means all information disclosed by the Company to You in connection with the Services, whether tangible or intangible or disclosed verbally, in writing, electronically, or otherwise. Confidential Information includes information relating to (i) System functionality, (ii) advertisers and sponsors, (iii) Content (as is further defined below), (iv) business rules (including advertising rules and logic), and (v) the System (including the look, feel, and functionality of the System).
(b) Except for the System (including the look, feel, and functionality of the System) and for information that is required by law to remain confidential, Confidential Information does not include information that You can establish in writing is (i) publicly available without violation of these Partner User Terms or any other obligation of confidentiality or (ii) subsequently disclosed to You by a third party without restriction and the disclosure by the third party does not violate any obligation of confidentiality.
(c) You shall never:
(i) disclose, license, transfer, sell, or make available to anyone any Confidential Information except as required by operation of law, provided that You have promptly notified the Company in writing of any legal process requiring production of such Confidential Information prior to compliance with such process and have taken all reasonable precautions, including seeking a protective order if so requested by (and at the sole cost and expense of) the Company, to ensure confidential treatment of any Confidential Information so disclosed and such production is limited to the minimum extent necessary to comply with such legal process; or
(ii)use, copy, or reproduce any Confidential Information except as necessary in connection with the purpose for which such Confidential Information is disclosed to You and in accordance with these Partner User Terms.
(d)For clarity (and without limiting Section 2.1(c)), You shall never (i) disclose or make available the System (or the look, feel, or functionality of the System) to any competitor, or potential competitor of the Company, or; (ii) use the System for any purpose that is competitive to the Company.
(e)You shall treat Confidential Information with the same degree of care as You accord to Your own Confidential Information, but in no case less than reasonable care, including taking all reasonable measures to protect the secrecy of Confidential Information and protect against unauthorized acts with respect to Confidential Information. You shall promptly advise the Company if You learn of any unauthorized act with respect to the Confidential Information.
(f) The Company shall continue to own all Confidential Information. You shall promptly return to the Company all Confidential Information (including all compilations, manuals, documents, electronic media, and other tangible items containing, regarding, referencing, or relating to Confidential Information) upon the earlier to occur of (i) a written request by the Company or (ii) termination of Your Account (as defined below) or access to the Services.
(g)A breach or threatened breach of this Section 2.1 by You may cause irreparable harm and injury to the Company for which money damages are inadequate. In the event of such breach or threatened breach, the Company shall be entitled to seek injunctive relief, without the requirement of posting a bond or any other security, in addition to all other available remedies.
2.2 PRIVACY POLICY.
The Company’s Privacy Policy (the “Privacy Policy“) describes the Company’s practices concerning information and data that You provide or that the Company may collect about You and your customers through the Services, and You consent to the Company’s use of such information and data in compliance with the Privacy Policy. Company’s Privacy Policy is incorporated into, and made a part of, these Partner User Terms.
3. ADDITIONAL TERMS OF USE.
Additional terms of use located on the System or the Company’s website may apply to Your use of the Services (collectively the “Additional Terms“). You agree to comply with the Additional Terms. To the extent applicable, the Additional Terms are incorporated by reference into these Partner User Terms. If there is a conflict or ambiguity between these Partner User Terms and any Additional Terms that apply to a particular Service, these Partner User Terms will control. As a result and except as qualified by this Section 3, Your access to, and use of, the Services is subject to, and You acknowledge and agree to comply in all respects with all of the terms, conditions, restrictions and notices in contained in any Additional Terms as are applicable.
4. SHARING AND INFLUENCE.
The Services may facilitate the sharing and delivery of electronic brand content, which may include text, hyperlinks, graphics, videos, pictures, audio, and banners, that are approved by Sponsors and/or you (collectively “Brand Content“). You do hereby agree to comply with the terms of use and other requirements of any and all 3rd party services, communities and platforms for which we integrate and offer sharing services.
5. REGISTRATION.
5.1 PROCESS.
As a condition to using the Services, You are required to register with the Company including but not limited to entering Your email address, selecting a valid password, and providing all other required registration information (collectively “Your Login Information“). You shall provide the Company with accurate, current, and complete registration information (including Your Login Information), and You shall maintain and promptly update all registration information (including Your Login Information) as required by the Company. You shall also provide the Company with additional accurate, current, and complete registration information as requested from time to time. Upon registration with the Company (if any) to use the Services, You will be granted a Services account (“Your Account“).
5.2 RESTRICTIONS AND LIMITATIONS.
The Company shall have no liability associated with, or arising from, Your failure to maintain accurate, current, and complete registration information, including liability arising out of Your failure to receive critical information about any Service or Your Account. The Company shall not be responsible for verifying Your registration information, including Your Login Information. You may not (i) select or use as Your Login Information a name of another person with the intent to impersonate that person or (ii) use as Your Login Information a name subject to any rights of a person other than You without appropriate authorization. The Company reserves the right to refuse registration of, or cancel, Your Login Information or Your Account in the Company’s discretion. You shall maintain the confidentiality and security of Your Login Information, Your Account, and Your other identification information relating to Your Account, and You shall not provide any of the foregoing to any other person or entity. The Company shall not be liable for any unauthorized access or use of Your Login Information or Your Account. You are fully responsible for all use of, and activities that occur under, Your Login Information and Your Account and for any actions that take place through Your registration or access to the Services (whether conducted by You or another). You are responsible for restricting access to Your computer(s), including mobile devices, as necessary. The Company reserves the right to require You to change Your Login Information from time to time. Failure to comply with any portion of this Section 5 shall constitute a breach of this Agreement, which may result in immediate termination of Your Account.
5.3 SMS TEXT MESSAGING, EMAIL AND USAGE.
(a)When You optin to the Service, the Company may send you an SMS message and/or an email to confirm Your signup.
(b)By using the Service you hereby agree to allow the Company to send periodic SMS text messages and email messages to you.
(c) You can cancel the SMS service at any time. Just text “STOP” to the short code You subscribed to. After You send the SMS message “STOP”, the Company will send you an SMS message to confirm that You have been unsubscribed. After this, You will no longer receive SMS messages from the Company. If You want to join again, just sign up as You did the first time and the Company will start sending SMS messages to You again.
(d)If at any time You forget what keywords are supported, just text “HELP” to the SMS number You received the message from. After You send the SMS message “HELP”, the Company will respond with instructions on how to use the Service as well as how to unsubscribe and any other instructions for getting support using the Service.
(e)The Company is able to deliver messages to the following mobile phone carriers: Major carriers: AT&T, Verizon Wireless, Sprint, TMobile, Alltel, Boost Mobile, Nextel, and Virgin Mobile.
(f) As always, message and data rates may apply for any messages sent to You from the Company and to the Company from You. If You have any questions about your text plan or data plan, it is best to contact Your wireless provider. For all questions about the services provided by this short code, you can send an email to support@planttagg.com.
6. YOUR SUBMISSIONS.
6.1 LICENSE.
By posting, uploading, inputting, providing, or submitting information or materials to or through the Website, mobile app(s) or the Services, including content, pictures, data, location information, replies, reviews, comments and/or testimonials made by You in connection with, or as part of, the Services (the “Submissions“), You grant the Company and the Company’s owners, parents, subsidiaries, affiliates, and partners irrevocable permission (including a worldwide, transferable, sublicensable, perpetual, royaltyfree, and fully paidup license) to use, distribute, edit, display, store, archive, publish, sublicense, perform, reproduce, make available, transmit, broadcast, sell, repurpose, translate, and create derivative works of the Submissions and Your name, voice, likeness, and other identifying information where part of a Submission, in all cases without restriction, in any form, media, software, or technology of any kind now known or developed in the future, including for the purpose or purposes of developing, manufacturing, marketing and using products or the Service. You waive any and all rights You may have in or to the Submissions. No compensation shall be paid to You with respect to the Submissions.
6.2 RIGHT TO SUBMIT.
By posting, uploading, inputting, providing, or submitting the Submissions, You represent and warrant that You own or otherwise control all of the rights to such Submissions as described in these Partner User Terms and the Additional Terms, including all the rights necessary for You to provide, post, upload, input, or submit the Submissions and grant the Company the rights granted by You in these Partner User Terms and any Additional Terms with respect to the Submissions.
6.3 REMOVAL.
The Company, the Company’s licensors, partners or the Company’s Content providers may refuse, remove, or alter a Submission without notice to You. The Company has no obligation to monitor or control the Submissions, and You agree that neither the Company nor the Company’s owners, parents, subsidiaries, affiliates, partners, shareholders, members, managers, directors, officers, employees, contractors, agents, information providers, suppliers, agents, representatives, attorneys, licensors, or Content providers shall be liable for the Submissions or any loss or damage resulting from Your or any other Submissions.
6.4 REPRESENTATIONS AND WARRANTIES.
You represent and warrant that You (i) have all necessary right, power, and authority to enter into these Partner User Terms and the Additional Terms and to perform the acts available and requested of You under these Partner User Terms and the Additional Terms, including the right and authority to post, upload, input, provide, or submit the Submissions, and (ii) shall not (a) use the Website, mobile apps or the Services in any manner that could damage, disable, overload, or impair the Website, mobile apps, or the Services or interfere with any other party’s use and enjoyment of the Website, mobile apps or the Services, (b) obtain, or attempt to obtain, any materials, information, or other content through any means not intentionally made available or provided for through the Website, mobile apps or the Services, or (c) circumvent, or attempt to circumvent, any security feature of the Website, mobile apps or the Services.
6.5 CONTENT – WAIVER & RELEASE.
YOU HEREBY AGREE TO RELEASE THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, ADVISORS, PARTNERS, SPONSORS, AFFILIATES AND ADVERTISERS FROM ALL LIABILITY DIRECTLY OR INDIRECTLY RELATING TO, ARISING FROM, OR CONNECTED TO, THE USE OF ANY CONTENT CREATED, DISTRIBUTED, OR CONSUMED BY YOU USING THE SYSTEM INCLUDING BUT NOT LIMITED TO THE SUCCESS OR FAILURE YOU ACHIEVE WITH YOUR PLANTS BASED ON THE CONTENT OR SERVICES.
7. RESTRICTIONS.
7.1 CODE OF CONDUCT.
The Company is committed to transparency and honesty in all of its content. In using the Services You agree to comply with the following code of conduct as a Partner User. While the Company does not review or control or attempt to verify content published by Partner Users the Company reserves the right to restrict, suspend, terminate or deactivate Your accounts for inappropriate content and to remove any content in its sole discretion. You further acknowledge and agree that the Company has no control over, or responsibility with respect to, your submitted content and You shall be solely responsible for such content. You waive any claim against the Company, its partners, Sponsors and agencies with respect to any and all content or claims by any third party recipient of any Partner User-created content and agree to indemnify and hold harmless the Company, its partners, Sponsors and Agencies from any such third party claims.
(i) You bear sole liability and responsibility for accuracy of Content. All content, endorsements, data, responses and testimonials represent the opinion or beliefs of You. You may only make statements that reflect Your honest beliefs, opinions, or experiences.
(ii) You should exercise prudence and restraint with regard to exaggeration, colorful language, guesswork, use of inappropriate materials, conclusions, images and/or video.
(iii) You shall not use inappropriate language, materials, images or videos and should refrain from any derogatory remarks or characterizations including but not limited to the use of ethnic slurs, personal insults and obscenity.
(iv) You shall not make or use offensive comments that have the purpose or effect of creating an intimidating or hostile environment, including malicious or intentional lies or fabricated rumors.
(v) You shall not engage in any communication that is defamatory or infringes upon the privacy or intellectual property rights of third parties including but not limited to the use of images, content, data or statements without written permission from its owner.
(vi) You shall not submit any content in any way that promote unsafe activities that could lead to individual harm or peril.
7.2 PROHIBITED USES.
You agree to use the Website, mobile apps the Services, and the Content only for their intended purposes. You agree that when using the Website, mobile apps, the Services, and the Submissions, You shall not:
(a) Modify, decompile, reverse engineer, recreate, disassemble, or otherwise attempt to determine the makeup or source code of the Website, mobile apps, the Services, or the Submissions or make any unauthorized changes to the same;
(b) Embarrass, defame, slander, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
(c) Publish, transmit, copy, reproduce, email, post, upload, distribute, or disseminate (or use the Website, mobile apps, the Services, or the Submissions to do any of the foregoing with respect to) any inappropriate, profane, vulgar, pornographic, sexually explicit, racist, libelous, false, misleading, defamatory, infringing, obscene, indecent, offensive, hateful, disparaging, abusive, unlawful, or objectionable topic, name, material, or information;
(d) Frame or display the Website, mobile apps, the Services, or the Submissions with an unauthorized logo or mark, or do anything that could falsely suggest a relationship between Company and any third party or potentially deprive the Company of revenue (including revenue from advertising, branding, or promotional activities);
(e) Upload files that contain software or other material protected by intellectual property laws and regulations (or by rights of privacy of publicity) unless You own or control the rights thereto or have received all necessary consents;
(f) Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer;
(g) Conduct or forward surveys, contests, pyramid schemes, chain letters, junk mail, spam, unsolicited email, or any advertising, promotional, or unauthorized communication except to the extent expressly contemplated by the Services;
(h) Run Mail list, Listserv, any form of autoresponder on, or with respect to, the Website, mobile apps, the Services, or the Submissions, or any processes that run or are activated while You are not logged in;
(i) Falsify or delete any author attributions, legal, or other proper notices or proprietary designations or labels of the origin or source of software, or other material contained in a file that is uploaded;
(j) Impersonate another person or entity or use any fake name or identity;
(k) Allow any other person or entity to use Your identification for posting or viewing comments;
(l) Restrict or inhibit any other Partner User from using and enjoying the Website, mobile apps, the Services, or the Submissions;
(m)Acting alone, in concert with others or conspiring with others to violate any restrictions, prohibited uses, code of conduct or other guidelines that may be applicable to the Website, mobile apps, the Services, or the Submissions;
(n) Harvest or otherwise collect information about others, without their prior, express, and written consent;
(o) Post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from anyone;
(p) Use any part of the Website, mobile apps, the Services, or the Submissions to violate the security of any computer network, crack passwords or security encryption codes, transfer or store material that is deemed threatening or obscene, or engage in any kind of illegal activity;
(q) Access or use the Website, mobile apps, the Services, or the Submissions through an interface other than Company’s interface unless specifically authorized by Company in writing; or
(r) Violate any applicable laws or regulations or rights, including intellectual property, privacy, or publicity rights.
8. SOFTWARE DOWNLOAD.
You acknowledge and agree that, as part of Your use of the Services, software, data, scripts, web services or other code in object, text or compiled form may be required to be downloaded by the System and/or Services to, and installed on, Your computer or mobile device (the “Downloaded Software“) which meets the Company’s technical requirements (such mobile device containing the Downloaded Software is the “Approved Device“). Your failure to permit any such download or installation, including error corrections, updates, enhancements, new features, or upgrades, shall result in immediate termination of Your right to access or use the Services. You may not transfer the Downloaded Software from the Approved Device to any other device. You agree not to access or use the Services by any means other than through the Downloaded Software on the Approved Device and the accompanying interface that is provided by the Downloaded Software for such use. The Downloaded Software is subject to (among other things) the terms, conditions, and limitations of any and all applicable Additional Terms. You understand that certain information may be collected by the Company about You (including Your personally identifiable information) in connection with the software download process described in this Section 8 or contemplated by the System and Services.
9. REPRESENTATIONS AND WARRANTIES.
You represent and warrant to the Company that (i) You are, and will be at all times, a bona fide Partner User of the Services as intended by the Company, (ii) You are not collecting or acting, and will not collect or act, for or on behalf of a competitor of the Company, and (iii) Your are not, and have no intention of becoming, a competitor of the Company.
10. ACTIONS BY COMPANY.
10.1 ACCOUNT CLOSURES
The Company reserves the right to close Your Account if Your Account has been inactive for a period of 6 consecutive months. In addition, Your Account will be closed automatically in the event Your access to the Services is terminated (without regard to the reason for such termination). If Your Account is closed, You must reenroll as a new Partner User. The Company shall not be liable for any closure of Your Account or termination of Your access to the Services. You must remove all Downloaded Software from the Approved Device (or any other device containing the Downloaded Software) if Your Account is closed.
10.2 ACCOUNT SUSPENSION OR TERMINATION.
The Company may take any of the following actions in the Company’s sole discretion at any time and for any reason without giving You prior notice:
(a) The Company may restrict, suspend, or terminate Your access to the Website, mobile apps, the Services, and the Submissions upon Your noncompliance (or threatened noncompliance) with these Partner User Terms or any Additional Terms or if You violate (or threaten to violate) Company’s rights or the rights of any other party;
(b) Change, modify, suspend, or discontinue the Website, mobile apps, the Services, and the Submissions and the Website’s, mobile apps’, the Services’, and the Submissions’ respective features and functionality, in whole or in part;
(c) Provide information concerning You and Your activities to comply with applicable laws and regulations or respond to a court order, subpoena, or other lawful request, or if the Company believes doing so would protect Your safety or that of another person or protect the security of the Website, mobile apps, the Services, or the Submissions, or as otherwise described in the Company’s Privacy Policy.
10.3 NO LIABILITY.
The Company shall not be liable to You or any third party for taking any of the actions in this Section 10, and the Company shall not be limited to the remedies described in this Section 10 if You violate these Partner User Terms or the Additional Term or threaten to violate these Partner User Terms or the Additional Terms.
11. COMMUNICATIONS SOLELY WITH COMPANY.
You agree to direct to the Company, and not to anyone else, including any Sponsor or partner, all communications regarding any matter arising out of Your use of the Services. Without limiting the foregoing, You shall not initiate any communication of any kind that encourages, solicits, induces, diverts, entices, or otherwise takes away from the Company the business or patronage of any Sponsor.
12. PATENTS, TRADEMARKS AND COPYRIGHTS.
The Company has one or more patents pending or issued. PlantTAGG®, and the PlantTAGG logo are registered and pending trademarks of PlantTAGG, Inc and its subsidiaries and affiliates. Other Company trademarks, as well as any thirdparty trademarks, service marks, logos, and trade names appearing on the Website or on or through the Services or the Content, are and shall remain the property of their respective owners. The use of any trademarks, logos, service marks, trade dress, slogans, screen shots, copyrighted designs, copyrights, patented technology or other brand features owned by the Company or any third party is prohibited without the prior written consent of Company or the applicable third party. If You are seeking permission to use trademarks, logos, service marks, trade dress, slogans, screen shots, copyrighted designs, or other brand features owned by Company, please contact Company at info@planttagg.com or by mail at PlantTAGG, Inc., ATTN: Administrator, 507 Aqua Dr. Dallas, TX 75218.
13. SURVIVAL.
Sections 10, 11, 12 and 13 shall survival termination of Your right to access or use the Services and the closing of Your Account.