| Terms
of use agreement August
13, 2000 Interiorplantscaper.com
provides this Web site as a service to our users. By participating in the site, you are
indicating that you are 18 years or older, and you agree to comply with and be bound by
the following terms of use and code of ethics. We may change our Terms of Use from time to
time. If we do make changes, we will update this document accordingly The date of the most
recent change is shown above). Please review the terms of use carefully. If you do not
agree with the terms, you should not obtain documents or review information on this site.
You may print and retain a copy of this document for your records.
Code of ethics:
Interiorplantscapers
By listing your Interiorplantscape firm with
interiorplantscaper.com (the site), you agree that you will conduct your business in an
ethical and credible manner. You will ensure that your company is fully licensed and
insured and is in compliance with all legal and code requirements of the community in
which you are located. If you participate in the request for proposal process (RFP), you
agree to submit your proposal by the required due date. Further, you agree that your
initial submitted bid will be prepared EXACTLY according to the submitted specifications,
and that you will not make any substitutions. You may make recommendations of changes that
you may deem necessary in your proposal, and indicate the cost if any, of these changes,
as a separate line-item.You agree that if you are the successful bidder on any project
resulting from this bid process, you will install materials that are EXACTLY what were
agreed to between you and the Client upon finalizing your negotiations. You agree that if
you participate in the RFP process, you will be graded for your performance, and the
results of this grading may be published on the site. You understand completely that
failure to abide by this code of ethics could immediately result in your right to
participate in the site being permanently revoked. You further agree to notify
Interiorplantscaper.com via e-mail,within 5 (five) days of any successful bid awarded
through the use of this site.
Vendors:
By listing your company as a supplier to interiorplantscapers and a participant
on Interiorplantscaper.com (the site), you agree that you will conduct your business in an
ethical and credible manner. You ensure that your company is licensed and insured and is
in compliance with all legal and code requirements of the community in which you are
located. You further agree that if you are an advertiser or lister on
Interiorplantscaper.com, all products and services offered by you will be COMPLETELY true
to their specifications, and will not be mis-represented. Further, you agree that ALL
participants in this community (the site) will be treated fairly and EQUALLY by your
company should they enter into any business transactions with you. You understand
completely that failure to abide by this code of ethics could immediately result in your
right to participate in the site being permanently revoked.
Design Professionals, Property Managers
& other specifiers:
When using the request for proposal (RFP) feature of
Interiorplantscaper.com, you agree completely that you will only submit bonafide RFP's and
will NOT request proposals unless there is an actual intent to award the project to one of
the competing bidders. You agree that if you participate in the RFP process, you will
have the option of grading bidders on their performance, and the results of this
grading may be published on the site. You understand completely that failure to
abide by this code of ethics could immediately result in your right to participate in the
site being permanently revoked. You further agree to notify Interiorplantscaper.com via
e-mail,within 5 (five) days of any successful bid awarded through the use of this site.
1. Ownership
Interiorplantscaper.com.
and it's suppliers and/or partners and affiliates own all content, materials, forms,
agreements, documents, photographs and other items on the site (collectively
"materials"). You have no ownership interest in materials, but
Interiorplantscaper.com. grants you a limited license to view and use materials described
in Section 2 (License). Materials are protected under the appropriate copyright,
trademark, trade secret, intellectual propert laws in the United States and around the
world. You have no other right to view, use, copy, perform, display, or modify materials
except as described in Section 2 (License). Interiorplantscaper.com may modify, add
to or delete any materials at any time, without notice to, or permission from you or any
third party.
2. License
Subject to your performance of your obligations under this Agreement,
Interiorplantscape.com hereby grants you a limited, revocable, non-exclusive,
non-transferable license (without the right to grant sublicenses) to view and use the Site
and the Materials solely for your own internal business
purposes. You may not republish,"mirror", "frame", transfer, or
otherwise make available to third parties the Site or the Materials except with the prior,
written consent of Interiorplantscaper.com
3. Forms
YOU UNDERSTAND AND AGREE THAT THE MATERIALS MAY CONTAIN SAMPLE OR FORM AGREEMENTS, LETTERS
OR OTHER DOCUMENTS ("FORMS"). FORMS MAY INCLUDE FINANCIALLY OR LEGALLY
SIGNIFICANT DOCUMENTS, SUCH AS CONTRACTS, LEASES, BALANCE SHEETS, ASSIGNMENTS AND
OTHER ITEMS, AND ARE PROVIDED TO YOU SOLELY AS EXAMPLES OF TYPICAL DOCUMENTS OF THEIR
KIND. THE DELIVERY AND USE OF FORMS DOES NOT CONSTITUTE LEGAL, ACCOUNTING OR OTHER
PROFESSIONAL ADVICE, AND YOU ARE URGED TO CONSULT AN APPROPRIATE PROFESSIONAL LICENSED IN
YOUR JURISDICTION BEFORE USING ANY FORMS. YOU THEREFORE ASSUME ALL RISK ASSOCIATED WITH
FORMS, AND AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS Interiorplantscaper.com, ITS
PARENT, SUBSIDIARIES, AFFILIATEDCOMPANIES, AGENTS, SHAREHOLDERS, EMPLOYEES AND OFFICERS
FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, THREATS, SUITS OR PROCEEDINGS, OR ANY LOSSES
OR LIABILITIES (INCLUDING ATTORNEYS' FEES AND COSTS) ASSOCIATED WITH SUCH CLAIMS, DEMANDS,
THREATS, SUITS OR PROCEEDINGS, ARISING FROM ANY BREACH OF THIS AGREEMENT BY YOU OR ANY USE
BY YOU OF THE SITE OR THE MATERIALS, INCLUDING WITHOUT LIMITATION THE FORMS.
4. Registration and Personal
Information
You may have the opportunity to provide certain personal information at the Site
directly to Interiorplantscaper.com or through your use of Third Party Services. The
collection or use of personal information by Interiorplantscaper.com shall be governed by
the Interiorplantscaper.com Privacy Policy,
as modified from time to time by Interiorplantscaper.com; the terms of such Privacy Policy
are hereby incorporated into this Agreement by reference. You understand and agree that
the collection or use of your personal information by third parties shall be governed by
any agreement or privacy policy in effect between you and such third parties, if any, and
Interiorplantscaper.com shall have no liability whatsoever for any such collection or use.
5. Community
The Site contains areas such as message boards, mailing lists and directories
(collectively, "Site Facilities"), where you may share information with other
users. You agree that if you use any Site Facilities, you shall not share, post, transmit
or otherwise disseminate any unlawful, defamatory, libelous, threatening, abusive,
offensive, racist, vulgar, harassing, pornographic or obscene material of
any kind, or materials that would infringe or violate the rights of any person or
constitute a criminal offense or otherwise violate any applicable local, state, national
or foreign law. You understand and agree that you shall not use the Site Facilities for
advertising or commercial promotion of yourself or any third party.
Interiorplantscaper.com does not monitor Site Facilities on a regular basis, but may do so
without notice to, or permission from, you or any third party. Interiorplantscaper.com
shall have the right, but not the obligation, to remove any material from Site Facilities
as Interiorplantscaper.com sees fit at any time. You understand and agree that
Interiorplantscaper.com, its parent, subsidiaries, affiliated companies, agents,
shareholders, employees and officers shall have no liability whatsoever for any
information or material contained or shared at Site Facilities.
6. Disclaimer
THE SITE AND THE MATERIALS ARE PROVIDED ON AN AS IS BASIS, WITHOUT ANY WARRANTY
WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Interiorplantscaper.com
HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF
DEALING, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE SITE AND THE MATERIALS
(INCLUDING WITHOUT LIMITATION THE FORMS) MAY BE INCORRECT, OUT OF DATE, INAPPROPRIATE FOR
ANY PARTICULAR TRANSACTION, AND MAY CONTAIN "BUGS", ERRORS,
DEFECTS, AND MAY NOT OPERATE ERROR-FREE OR NOT PRODUCE RESULTS AS EXPECTED.
7. Damages
IN NO EVENT SHALL Interiorplantscaper.com, ITS PARENT, SUBSIDIARIES, AFFILIATED
COMPANIES, AGENTS, SHAREHOLDERS, EMPLOYEES OR OFFICERS HAVE ANY LIABILITY HEREUNDER TO YOU
OR ANY THIRD PARTY 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. IN NO
EVENT SHALL THE AGGREGATE LIABILITY OF Interiorplantscaper.com, ITS PARENT, SUBSIDIARIES,
AFFILIATED COMPANIES, AGENTS, SHAREHOLDERS, EMPLOYEES AND OFFICERS
EXCEED ONE HUNDRED DOLLARS ($100), REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT,
TORT, OR OTHERWISE. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF
THE BASIS OF THE BARGAIN BETWEEN Interiorplantscaper.com AND YOU. THIS SITE AND THE
MATERIALS WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
8. Grant of Rights
You represent and warrant that all information provided by you in whatever format
shall be non-confidential to you or any third party, and Interiorplantscaper.com may use
or disclose such information without notice to, or permission from, you or any third
party, subject only to the Interiorplantscaper.com Privacy Policy as described in Section
4 ("Registration and Personal Information"). You hereby grant to
Interiorplantscaper.com a worldwide, royalty-free, irrevocable, perpetual, non-exclusive,
transferable license (with a right to grants sublicenses through multiple tiers of
sublicensees) to use, execute, display, copy, perform and modify such information as
Interiorplantscaper.com sees fit and for any purpose whatsoever.
9. Exchange
The Site offers a feature known as the Exchange ("Exchange") that allows
potential providers of goods and services ("Sellers") to contact potential
buyers of such goods and services ("Buyers"). If you use the Exchange, the
following terms apply to you:
a.Access. Interiorplantscaper.com shall provide you a user
identification ("User ID") and a password ("Password") in order to
gain access to the Exchange. You shall not disclose such Password to any third party, and
shall not use the Password or User ID for any purpose other than gaining access to the
Exchange; b.Use. You may use the Exchange to notify, be notified by, and
communicate with other Buyers and
Sellers regarding your lawful, honest and accurate offers or solicitations to acquire
goods and services only. Any use of the Exchange for any other purpose, including any
illegal, unethical, dishonest, deceitful or misleading transaction or activity, including
without limitation any mass
distribution of unsolicited commercial email or "Spam", is strictly prohibited.
Without limiting the generality of the foregoing, if you are a Seller, you may post
information about the goods and services you wish to offer on the Exchange. If you are a
Buyer, you may post information about
the goods and services you are seeking in the form of a request for proposal
("RFP"), in the format required by the Exchange. You understand and agree that
Interiorplantscaper.com does not verify the content of any postings, including any RFPs,
and that content may be inaccurate, untimely, incomplete or wrong. Interiorplantscaper.com
makes no representations as to your experiences when you use the Exchange, or
your ability to obtain or exploit any leads, sales, agreements, contracts or other
arrangements or benefits from the Exchange. Your communications with Buyers and Sellers
are your responsibility, and Interiorplantscaper.com has no responsibility with respect
thereto. Interiorplantscaper.com make no representations as to the true identity of any
Buyers or Sellers, their abilities or truthfulness, the functionality of the Exchange, the
quality of any goods or services on the Exchange, or any matter whatsoever. You
agree to use caution and common sense at all times while using the Exchange. c.Disclaimer.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU SHALL FULLY INDEMNIFY, DEFEND AND
HOLD HARMLESS Interiorplantscaper.com, ITS PARENT, SUBSIDIARIES, AFFILIATED COMPANIES,
AGENTS, SHAREHOLDERS, EMPLOYEES AND OFFICERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS,
THREATS, SUITS OR PROCEEDINGS, OR ANY LOSSES OR LIABILITIES (INCLUDING ATTORNEYS' FEES AND
COSTS) ASSOCIATED WITH ANY SUCH CLAIMS, DEMANDS, THREATS, SUITS OR PROCEEDINGS, ARISING
FROM ANY USE BY YOU OF THE EXCHANGE. d.Rating and Fees. You understand
and agree that Interiorplantscaper.com may, with or without notice to you or any third
party, require that Buyers and Sellers, including you, submit to a rating system, whereby
their conduct and activities are subject to review, comment and rating by other Buyers and
Sellers. You further understand and agree that Interiorplantscaper.com may, with or
without notice to you or any third party, require that Buyers and Sellers, including you,
pay certain fees as a condition of continuing use of the Exchange.
10. General
This Agreement constitutes the entire and only agreement between
Interiorplantscaper.com and you regarding the Site, and supersedes all prior or
contemporaneous agreements, representations, warranties and understandings with respect to
the Site, the information provided by or through the Site, and the subject matter of this
Agreement. You agree to review this Agreement prior to reviewing any information or
obtaining any documents from the Site. Any action related to this Agreement shall be
governed by the substantive laws of the State of Florida, without regard to conflicts of
laws principles. The State and Federal courts located in Dade County FL, shall have sole
jurisdiction over any dispute arising hereunder, and the parties hereby consent to the
personal jurisdiction of such courts and to extra-territorial service of process. The
United Nations Convention on Contracts for the International Sale of Goods shall not apply
to this Agreement. Neither this Agreement, nor any rights hereunder, may be assigned by
operation of law or otherwise, in whole in part, by you without the prior, written consent
of
Interiorplantscaper.com. Any purported assignment without such permission shall be void.
Interiorplantscaper.com may assign this Agreement, in whole or in part, without notice to
you or any third party. Any waiver of any rights of either party must be in writing,
signed by the waiving party, and any such waiver shall not operate as a waiver of any
future breach of this Agreement. In the event any portion of this Agreement is found to be
illegal or unenforceable, such portion shall be severed, and the remaining terms shall be
separately enforced. The language in this Agreement shall be interpreted as to its fair
meaning and not strictly for or against either party. In the event of any conflict between
this Agreement and the Privacy Policy or any other terms on the Site, this Agreement shall
control.
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