Terms and Conditions of Use Agreement
PLEASE NOTE: YOU MUST BE 18 YEARS OLD OR OLDER.
- Acceptance of Agreement. You agree to the terms and conditions outlined in this Terms and Conditions of use Agreement ("Agreement") with respect to our site (the "Site"). This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement. This Agreement may be amended by us at any time and from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site.
- Copyright. The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks, registered trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed by Section 4, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.
- Fraud: By setting up an account, you confirm that the information provided in this form is true and that you agree to abide by the Terms and Conditions of use of this site. Please note that your account can be cancelled without notice if it is determined that false or misleading information has been provided, the Terms and Conditions of use have been violated, or other abuses have occurred as determined by Southern Exposure Seed Exchange in its sole discretion. If your account has been cancelled, Southern Exposure Seed Exchange reserves the right to refuse application for a new account.
- Limited Right to Use. The viewing, printing or downloading of any content, graphic, form or document from the Site grants you and your business only a limited, nonexclusive license for use solely by your business for personal business use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your business' use in preparing orders, placing orders, or promoting your seed rack or Southern Exposure Seed Exchange to your customers (but not for resale or redistribution).
- Editing, Deleting and Modification. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site, including this Agreement, without further notice to users of the Site.
- Indemnification. You agree to indemnify, defend and hold us and our partners, attorneys, staff and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of the Site.
- Nontransferable. Your business' right to use the Site is not transferable. Any password or right given to a representative of your business to obtain information or documents is not transferable and may only be used by your business.
- Disclaimer. THE INFORMATION FROM OR THROUGH THE SITE ARE PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US. THIS SITE AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
- Limits. All responsibility or liability for any damages caused by viruses contained within the electronic file containing the form or document is disclaimed. WE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE OUR SITE. Our maximum liability to you under all circumstances will be equal to the purchase price you pay for any goods, services or information.
- Third-Party Services. We allow access to or advertise third-party merchant sites ("Merchants") from which you may purchase or otherwise obtain certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between you and Merchants. YOU AGREE THAT USE OF SUCH MERCHANTS IS AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.
- Third-Party Merchant Policies. All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on such sites. We are not responsible for information provided by you to Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.
- Payments. All orders must be pre-paid unless you have established credit with SESE. Terms are net 30 days from date of invoice (60 days for orders placed before December 15th) unless specified otherwise on the invoice. Please send your credit references and your bank name if you wish to set up Net 30 terms. The invoice will contain your discount rate, credit limit, customer number, order number and number of packets and catalogs ordered. Finance charges will be assessed on overdue accounts. The rate may vary, but the minimum will be 1.5% per month (18% annually). Payments must be received in our office within 30 days of the invoice date. Credit accounts with an outstanding balance over 15 days past due may be converted back to cash accounts. We reserve the right to change prices, quantities, and terms without notice.
- Securities Laws. This Site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives, that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our Site, words like "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends" and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.
- Links to Other Web Sites. The Site contains links to other Web sites. We are not responsible for the content, accuracy or opinions express in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked Web site on our Site does not imply approval or endorsement of the linked Web site by us. If you decide to leave our Site and access these third-party sites, you do so at your own risk.
- Submissions. All suggestions, ideas, notes, concepts and other information you may from time to time send to us (collectively, "Submissions") shall be deemed and shall remain our sole property and shall not be subject to any obligation of confidence on our part. Without limiting the foregoing, we shall be deemed to own all known and hereafter existing rights of every kind and nature regarding the Submissions and shall be entitled to unrestricted use of the Submissions for any purpose, without compensation to the provider of the Submissions.
- Return Policy. We take care to ship your order in excellent condition, but errors can occur. In such an event, claims for defects or shortages must be reported to SESE within 10 days of delivery. Merchandise found to be defective will be picked up at our expense (or instructions will be given for its disposition). Full credit will be issued provided that the merchandise has received proper care and handling and has not been damaged in any way. Claims for billing errors, pricing, terms, etc. must be reported within 30 days whenever possible.
- Venue; Applicable Law. YOU AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, OR YOUR USE OF THE SITE OR ANY SAMPLES OR PRODUCTS OBTAINED BY YOU THROUGH SUCH USE, SHALL BE LITIGATED IN THE CIRCUIT COURT OF LOUISA, VIRGINIA, OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF VIRGINIA. YOU ARE EXPRESSLY SUBMITTING AND CONSENTING IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING IN ANY OF SUCH COURTS, AND ARE WAIVING ANY CLAIM THAT MINERAL, VIRGNIA OR THE DISTRICT OF VIRGINIA IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. This site is created and controlled by Southern Exposure Seed Exchange in the State of Virginia, USA. As such, the laws of Virginia will govern the terms and conditions contained in this Agreement and elsewhere throughout the Site, without giving effect to any principles of conflicts of laws.
- Lapsed Accounts: In order to keep Southern Exposure Seed Exchange accounts current, if you or a representative of your business does not access his or her account or place an order with Southern Exposure Seed Exchange for a period of 730 days or more, Southern Exposure Seed Exchange may, in its sole discretion, terminate your account. Southern Exposure Seed Exchange will endeavor to notify you or your business of Southern Exposure Seed Exchange's intent to terminate your account by notice to your provided email address at least 30 days prior to deactivation. If the Member fails to respond to such email notice within 30 days after the day it is sent by Southern Exposure Seed Exchange, your account will be terminated as noted above. Therefore, Southern Exposure Seed Exchange strongly recommends that all Members keep their accounts and contact data current and in use. While Southern Exposure Seed Exchange desires to prevent active accounts from being terminated prematurely, Southern Exposure Seed Exchange has no obligation to maintain accounts that appear to Southern Exposure Seed Exchange to have been abandoned. Each Member agrees that failure to access his or her account for 730 days or more conclusively indicates that such Member's account has been abandoned and that the account may therefore be terminated.