Plant Identification ++ Terms of Use

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TERMS OF SERVICE

Last updated and effective date: January 11, 2024

Please read these Terms of Service (this “Agreement” or these “Terms”) carefully. Your use or access of the Platform (as defined below) constitutes your consent to this Agreement. This Agreement is between you and Plant Identification Inc. together with its Affiliates (as defined below)(collectively, “PlantStory”, “we”, “our” or “us”), operators of the PlantStory platform, which includes the websites and mobile apps operated by PlantStory (“Platform”) and applies to your use of the Platform and use of the plant content and marketplace services facilitated by the Platform (collectively, “Services”).

This Agreement hereby incorporates by this reference any additional terms and conditions with respect to the Platform.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY.

General Agreement

By accessing or using the Platform, you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement as well as our Privacy Policy. You also represent that you have the legal authority to accept these Terms on behalf of yourself and any party you represent in connection with your use of the Platform. If you are an individual accessing or using the Platform on behalf of or for the benefit of, any corporation, partnership or other entity with which you are associated (“Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Platform and to any such Organization.

We may, in our sole and absolute discretion, without liability to you or any third-party, refuse to let you use the Platform. Such actions may be taken as a result of a number of factors, including, without limitation, legal or regulatory requirements or demand, our discretion or your violation of the terms of this Agreement. We may also temporarily suspend your access to the Platform due to any technical problems, within or outside of our control.

For purposes of this Agreement, “Affiliates” means our parents, subsidiaries, affiliates and service providers and each of their and our respective licensees, successors and assigns.

License

PlantStory grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable right and license to access and use the Platform solely in strict compliance with the provisions of this Agreement and as permitted by the functionalities of the Platform available to you.

User Accounts

While you may always browse public-facing portions of the Platform without registering an account with us, in order to access certain portions of the Platform, we require you to register an account with us (“Account”) to use the features of the Platform. You are responsible for the security of your Account and are fully responsible for all activities that occur through the use of your credentials and Account. You agree to notify us immediately at info@plantstory.app if you suspect or know of any unauthorized use of your credentials or any other breach of security with respect to your Account. We will not be liable for any loss or damage arising from unauthorized use of your Account. You may be required to create and provide separate credentials to access third-party services.

We reserve the right to disallow, cancel, remove or reassign certain usernames and other information associated with your Account in some circumstances, as determined by us in our sole and absolute discretion and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which would or might constitute a violation of these Terms, cause damage to or impair the Platform, infringe or violate any third-party rights; damage or bring into harm to our reputation or violate applicable law. These determinations will be made in our sole and absolute discretion. If messages sent to the email address you provide are returned as undeliverable, then we may terminate your Account immediately, without notice to you and without any liability to you or any third-party.

User Generated Content

The Platform may contain marketplaces, message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to list, post, comment, submit, publish, display, or transmit to other users (hereinafter, "post") content, messages, information, or materials (collectively, "User Contributions") on or through the Platform and/or Interactive Services.

We make no representations that User Contributions posted on the Platform or through the Interactive Services are appropriate, lawful or available for use in all jurisdictions. Individuals who choose to access or use the Platform and/or Interactive Services do so voluntarily and are responsible for compliance with applicable law and these Terms.

For all User Contributions that you post, you grant us and our Affiliates a worldwide, royalty-free and non-exclusive license to use, reproduce, modify, perform, display, distribute and otherwise disclose to third-parties any such material for any purpose. The rights you grant in this section are for the purpose of operating, promoting and improving our Platform and this license continues even if you stop using our Platform. You agree to indemnify us and our Affiliates from any claim or losses (including attorneys’ fees and any losses, fines, fees or penalties imposed by any regulatory authority) arising out or related to any of your User Contributions. You agree not to assert any moral or publicity rights against us for our use of your User Contributions. You also acknowledge our legitimate interest in using it, within the scope of this license, if your content contains any personally identifiable information.

By posting any User Contributions, you are representing and warranting that:

  • Your User Contributions do not violate the User Generated Content Standards;
  • The creation, distribution, transmission, public display or performance and the accessing, downloading or copying of your User Contributions do not and will not infringe the proprietary rights, including but not limited to copyrights, patents, trademarks, trade secrets or moral rights of any third-party;
  • You are the original creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize us to use your User Contributions in any manner contemplated by these Terms of Use;
  • You have the written consent, release and/or permission of each and every identifiable individual person in your User Contributions to use the name or likeness of each and every such identifiable individual person and to enable inclusion and use of your User Contributions in any manner contemplated by these Terms;
  • Your User Contributions are not false, inaccurate or misleading;
  • Your User Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings or other forms of solicitation;
  • Your User Contributions do not violate the privacy or publicity rights of any third-party;
  • Your User Contributions do not otherwise violate or link to material that violates, any provision of these Terms or any applicable law.

You acknowledge and agree that PlantStory is under no obligation to edit or control User Contributions and will not be in any way responsible or liable for User Contributions. PlantStory may, however, at any time and without prior notice, filter, screen, remove, edit or block any User Contributions that, in our sole and absolute discretion, violates this Agreement or is otherwise objectionable. User Contributions that PlantStory determines is or could be interpreted to be abusive, bigoted, defamatory, harassing, harmful, infringing, obscene, offensive, pornographic, racist, threatening, unlawful, vulgar or otherwise inappropriate (collectively, “Offensive Content”) may be screened, removed, edited or blocked. Further, we may take any action we deem necessary and/or appropriate against any user who posts Offensive Content, including, but not limited to, suspending or terminating your use of the Platform.

We reserve the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion;
  • Take any action with respect to any User Contributions that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms, including the User Generated Content Standards, infringes any intellectual property rights or other right of any person or entity, threatens the personal safety of users of the Platform or the public or could create liability for PlantStory;
  • Disclose your identity or other information about you to any third-party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform; and
  • Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose information of anyone posting any materials on or through the Platform. 

YOU WAIVE AND HOLD HARMLESS PLANTSTORY AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, AFFILIATES AND ASSIGNS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY PLANTSTORY OR ANY OF THE FOREGOING PARTIES DURING OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER PLANTSTORY OR SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

We cannot review all material before it is posted on the Platform and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third-party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

User Generated Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Contain any material that is obscene, lewd, lascivious, filthy, violent, harassing, disparaging, abusive, libelous, slanderous or otherwise objectionable (as determined by us or under applicable law);
  • Promote sexually explicit or pornographic material, including, without limitation, child pornography;
  • Contain any material that is used to threaten any other person or to promote violence against a specific person or class of people or intended to negatively affect the well-being of minors; 
  • Contain any material that is discriminatory based on race, gender, religion, nationality, disability, sexual orientation or age;
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy;
  • Promote any illegal activity or advocate, promote or assist any unlawful act;
  • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
  • Impersonate any person or misrepresent your identity or affiliation with any person or organization; or
  • Give the impression that they emanate from or are endorsed by us, our Affiliates or any other person or entity.

Reliance on Information and User Contributions Posted

We do not warrant the accuracy, completeness or usefulness of any information posted on the Platform or User Contributions. Any reliance you place on any information posted on the Platform or User Contributions is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information or User Contributions by you or any other visitor to the Platform or by anyone who may be informed of any of its contents.

The Platform may include content provided by third-parties, including materials provided by other users, sellers, content creators, enthusiasts, bloggers, or other third-parties. All statements and/or opinions expressed in these materials and all content, posts, articles and responses to questions and other content, other than the content provided by PlantStory, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of PlantStory. We are not responsible or liable to you or any third-party, for the content or accuracy of any materials provided by any third-parties.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please send us a notice of copyright infringement. It is the policy of PlantStory to terminate the user accounts of repeat infringers. You can send notice to info@plantstory.app

Marketplace Products

You acknowledge that PlantStory does not produce, stock, or inspect any of the products sold via our Platform. We provide the online marketplace for user but the items that are made, listed, and sold in our marketplace are through independent third-party sellers. You acknowledge and agree that PlantStory does not make any representations or warranties regarding the quality, safety, authenticity, or legality of any products listed or sold through the Platform. Any legal claim relating to a product you purchase must be filed directly against the product's seller. You release PlantStory from any claims relating to things sold through our Platform, such as for defective items, misrepresentations by vendors, or items that caused physical injury (like product liability claims).

Completing transactions outside the Platform is strictly prohibited. Listings or profiles soliciting such transactions are subject to removal without notice.

Disputes with Other Users

If you find yourself in a dispute with another user of the Platform, we advise you to contact the other party and attempt an amicable resolution.

Fee Related Services

PlantStory uses third-party payment processors for transactions on the Platform. Payment choices may include credit card, debit card, Stripe, PayPal, Apple Pay, Zip, and Android Pay. Please note that a payment method or bank account cannot be registered on multiple PlantStory accounts.

PlantStory is responsible for processing refunds, chargebacks or payment reversals, as well as providing customer care for Platform-related inquiries, but will not be involved in other disputes between you and another user. Please refer to our Buyer or Seller Rules for additional details.

All final transaction and/or shipping fees are provided to you at the time of the transaction. When you are selling an item, any tentative seller fees will be disclosed to you at the time of listing, but may be subject to change based on shipping tax, other variable rates, or changes made by you. Any applicable fees will be deducted from your sales revenue upon completion of the transaction. When you are buying an item, it is your responsibility to review and confirm all fees before agreeing to the final sales contract. 

Fees

Shipping costs are the responsibility of the buyer or seller (depending on which party is selected at the time of listing) and may vary based on location. The total fee is disclosed at the time of the transaction. Plant Story may deduct the money paid to the carrier on your behalf from your Account balance or bill you separately if we are contacted by one of our shipping carriers and/or are charged for postage due to the use of erroneous shipping labels or weight classifications.

Effective October 16, 2023, PlantStory offers three seller plans: Hobby (5.9% LIVE selling fee), Full-time (4.9% LIVE selling fee), and Business (3.9% LIVE selling fee). The Non-LIVE selling fee for all plans remains a fixed 2.9% of the sold price (item price and shipping fee). Plant Story reserves the right to modify the pricing structure at any time.

Payment processing fees are assessed by third-party payment processors such as Stripe or PayPal; PlantStory does not collect any payment processing fees. If a seller cancels a transaction after the purchase has been commenced but before the transaction has been completed, the transaction fee levied by third-party payment providers is nonrefundable. Taxes may apply to transactions. These taxes may vary based on factors such as (i) the price of the item, (ii) the nature and characteristics of the item, and (iii) the location of the item's delivery. 

Cancellations and Refunds

We do not cancel any completed transactions, unless required by law or regulation. PlantStory may, however, permit cancellation of an order if the buyer fails to pay or the payment method fails; if the buyer receives an item that is not as described in the listing, is sent the wrong item, or is sent a damaged item; if the seller fails to ship within the expected time frame; or for any other reason PlantStory deems appropriate.

If a product has been processed and shipped by the seller, the product is not refundable or returnable. PlantStory will not provide any refunds or returns. 

Taxes

It is your responsibility to determine what, if any, taxes apply to the transactions you make using the Platform and to report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction or for collecting, reporting or remitting any taxes arising from any transaction. We encourage you to speak with your personal tax advisor regarding the tax implications of your use of the Platform.

Third-Party Services

PlantStory may contract with third-parties, including those providing research, content, or other information related to the Platform to provide certain data, information, insights, analysis and articles that are made available through the Platform and may also provide links to third-party websites (or other online properties that are not owned or controlled by PlantStory) or services that are not under the control of PlantStory (collectively, “Third-Party Services”). In addition to these Terms, you may be bound by any additional terms required by providers of Third-Party Services. PlantStory makes no representations about and accept no liability for, any Third-Party Services. You acknowledge and agree that your use of any Third-Party Services is solely on a voluntary basis and that we have no liability whatsoever with respect to such Third-Party Services.

Acceptable Use

In connection with your use of the Platform, you will not:

  • Restrict, discourage or inhibit any other person from legal use of the Platform; 
  • Infringe upon our or any third-party’s copyright, patent, trademark or other intellectual property rights; 
  • Remove any copyright, trademark or other proprietary rights notices from the Platform; 
  • Repost, delete or alter any content or material that PlantStory makes available on the Platform;
  • Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Platform except as expressly authorized herein, without PlantStory’s express prior written consent; 
  • Frame or mirror any portion of the Platform or otherwise incorporate any portion of the Platform into any product or service, without our express prior written consent; 
  • Systematically download and store content from the Platform;
  • Use the Platform in an unauthorized manner, including collecting names, email addresses or other personal information of users by electronic or other means;
  • Reverse engineer, decipher, decompile or disassemble any portion of the Platform, unless such restriction is expressly prohibited by applicable law; 
  • Engage in any attack, hack, denial-of-service attack, interference of the Platform;
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure or detrimentally interfere with, intercept or expropriate any system, data or information;
  • Post, transmit or otherwise make available through or in connection with the Platform any virus, worm, Trojan horse, Easter egg, time bomb, spyware, ransomware, malware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of or to monitor the use of, any hardware, software or equipment;
  • Otherwise attempt to gain unauthorized access to or use of the Platform or computer systems connected to the Platform; 
  • Engage in any behavior which violates this Agreement or is otherwise deemed unacceptable by us in our sole discretion; or
  • Use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather content on the Platform (including Submissions) or reproduce or circumvent the navigational structure or presentation of the Platform, without PlantStory’s express prior written consent. Notwithstanding the foregoing and subject to compliance with applicable law and any instructions posted in the robots.txt file located in the Platform’s root directory, PlantStory grants to the operators of public search engines permission to use spiders to copy materials from the Platform for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. PlantStory reserves the right to revoke such permission either generally or in specific cases, at any time and without notice. 

Intellectual Property Rights

The Platform and its entire contents, features and functionality (including but not limited to the Services, information, software, text, displays, images, video and audio and the design, selection and arrangement thereof and with the exception of User Contributions), are owned by PlantStory, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

PlantStory’s name and all related names, logos, product and service names, designs and slogans (“PlantStory branding”) are trademarks of PlantStory and our Affiliates. You may not use any PlantStory branding without the prior written permission of PlantStory. All other names, logos, product and service names, designs and slogans on this Platform are the trademarks of their respective owners. 

Feedback

If you choose to provide PlantStory with input, evaluations, comments and/or suggestions (collectively, “Feedback”) regarding the Platform, you acknowledge and agree that any Feedback provided to PlantStory by you hereunder shall be deemed to be property of PlantStory. You hereby assign all right, title and interest in and to such Feedback to PlantStory and acknowledges that PlantStory will be entitled to, without limitation, implement and exploit any such Feedback in any manner without any restriction, credit, attribution, fees or obligation. Notwithstanding the foregoing, you acknowledge that PlantStory is not obligated to act on any such Feedback.

Indemnification and Release 

PlantStory and its Affiliates and each of their respective officers, directors, agents, joint venturers, employees or representatives (collectively, the “Released Parties”), are not liable for any damages that may arise out of or in connection with your use of the Platform. This includes, but is not limited to, claims, applications, injuries, delays, direct loss, loss of investments, loss of business or profits, business interruption costs, loss of goodwill, damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential or incidental damages. In addition, the Released Parties are not liable for any losses incurred, either directly or indirectly through your use of the Platform (collectively, all of the foregoing items shall be referred to herein as “losses”). The Released Parties are hereby released by you from liability for any and all losses. These limitations of liability apply whether the liability or losses are based on negligence, contract, tort or any other basis, even if the Released Parties had been advised or should have known of the possibility of such losses.

You agree to indemnify and hold the Released Parties harmless from any claim or losses (including attorneys’ fees and any losses, fines, fees or penalties imposed by any regulatory authority) arising out of your breach of this Agreement or your violation of any law or regulation.

If you have a dispute with one or more users, or other third-parties, you release the Released Parties from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. 

Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL PLANTSTORY, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, ATTORNEYS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO THE PLATFORM, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, VIOLATION OF PRIVACY RIGHTS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF DATA AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR FRAUD OR INTENTIONAL MISREPRESENTATION.

The foregoing does not affect any liability that cannot be excluded or limited under applicable law.

Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE PLATFORM, SERVICES AND ANY CONTENT OR USER CONTRIBUTIONS IS AT YOUR SOLE RISK. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER PLANTSTORY NOR ITS AFFILIATES MAKE ANY WARRANTY, EITHER EXPRESS OR IMPLIED, ABOUT THE PLATFORM. THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PLANTSTORY NOR ITS AFFILIATES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, PLANTSTORY AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT THAT THE PLATFORM, ITS CONTENT OR ANY SERVICES OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS IN INFORMATION OR MATERIALS ON THE PLATFORM AND PLANTSTORY MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS OR TIMELINESS OF SUCH INFORMATION OR MATERIALS. PLANTSTORY PROVIDES NO GUARANTEES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA. PLANTSTORY EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OR MATERIALS CONTAINED ON THE PLATFORM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PLANTSTORY AND ITS AFFILIATES ALSO DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 

Some states or jurisdictions do not allow the disclaimer of implied warranties. In these instances, such disclaimers in this such do not apply to you.

We do not guarantee continuous, uninterrupted or secure access to any part of the Platform. The operation of our Platform may be interfered with by numerous factors outside of our control, including regulatory reasons and issues with the Platform. We will make reasonable efforts to ensure that transactions are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete transactions. 

Representations and Warranties

You represent and warrant to PlantStory each time you use the Platform as follows:

  • That, if you are an individual user of the Platform, you are 18 years of age or older;
  • That, if you are using the Platform on behalf of a legal entity (i) such legal entity is duly organized and validly existing under applicable law of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf;
  • That you are not prohibited by applicable law from using the Platform;
  • That you will not falsify or materially omit any information or provide misleading or inaccurate information requested by PlantStory in the course of, directly or indirectly relating to or arising from your activities on the Platform or use of the Services, including, but not limited to, at registration or during administration or other due diligence processes and that if any information provided to PlantStory becomes incorrect or outdated, you will promptly provide corrected information to PlantStory;
  • That you consent to any and all tax and information reporting under applicable law; and
  • That you will accurately and promptly inform PlantStory if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.

You acknowledge and agree that you have had the opportunity to consult legal counsel in connection with this Agreement even if you chose not to do so. You further acknowledge and agree that this Agreement will not be construed against PlantStory as drafter.

Reservation of Rights

PlantStory reserves the right to bar any use of or transactions on the Platform, for or with, any user with or without cause, at any time, subject to any limitations imposed by applicable law. In lieu of refusing access to the Platform, PlantStory may, in its sole and absolute discretion, perform due diligence. You may be subject to due diligence procedures in your use of the Platform. If you decline to provide requested information or otherwise do not reply timely or substantively with the documentation or data requested, PlantStory has the absolute discretion to immediately suspend or terminate your use of the Platform.

Data Privacy

You acknowledge that PlantStory may process personal information in relation to you (if you are an individual) and personal information that you have provided or in the future provide to us in relation to your employees and other associated or other individuals, in connection with this Agreement or use of the Platform. You represent and warrant that any personal information relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws and that data is accurate at the time of disclosure. You further represent and warrant that before providing any such personal information to us, you have read and understood our Privacy Policy and, in the case of personal information relating to an individual other than yourself, have (or will at the time of disclosure have) provided a copy of that Privacy Policy, to that individual. 

By accessing or using our Platform, you consent to the processing, transfer and storage of information about you in and to the United States, European Union, United Kingdom and other countries, where you may not have the same rights and protections as you do under local law.

All information we collect on the Platform is subject to our Privacy Policy. By using the Platform, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy. Additional binding terms related to our Privacy Policy are available here[A1] .

Please note that it is our policy to comply with all facially valid subpoenas, court orders or binding orders issued to us by law enforcement agencies and other government authorities. This may affect your access to your account and our Services. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our compliance with applicable law, the guidance or direction of any regulatory authority or government authority or any writ of attachment, lien, levy, subpoena, warrant or other legal order.

Dispute Resolution

Before filing a claim against PlantStory, you agree to try to resolve the dispute informally by sending us notice at info@plantstory.app with your name, a description of the dispute and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal arbitration proceeding. Any statute of limitations will be tolled during the 60-day resolution process.

Governing Law and Venue 

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without giving effect to the conflict of laws principles thereof. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of San Jose, California.

Arbitration

You agree to arbitrate any dispute arising from these Terms or your use of the Platform. Arbitration prevents you from suing in court, litigating through a class action lawsuit or from having a jury trial.

In addition, you agree:

  • To make reasonable attempts for resolution of any disputes or issues prior to any demand for arbitration as outlined in the “Dispute Resolution” section;
  • That any arbitration will be conducted confidentially by a single arbitrator, selected by the American Arbitration Association;
  • That selection of the arbitrator shall be made in accordance with the Rules of the American Arbitration Association, and the arbitrator’s decision shall be final and binding in all respects;
  • That arbitration proceedings initiated pursuant to this Agreement shall be conducted in accordance with the Rules of the American Arbitration Association;
  • That the arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim;
  • That the arbitrator has the authority to grant any remedy that would otherwise be available in court; 
  • That the arbitrator shall decide what is subject to arbitration, unless prohibited by law;
  • That the parties shall split the costs and expenses of any arbitration and bear their own legal costs and expenses; and
  • That the state and federal courts in San Jose, California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration and agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper.

Class Action and Private Attorney-General Action Waiver

Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated or representative proceeding.

BY USING THIS SITE AND AGREEING TO THESE TERMS, YOU HEREBY WILLINGLY, EXPRESSLY AND KNOWINGLY WAIVE ALL RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT, CLASS ARBITRATION OR PRIVATE ATTORNEY-GENERAL ACTION BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE PLATFORM. YOU MAY NOT BRING ANY CLAIM, SUIT OR OTHER PROCEEDING TO ENFORCE THESE TERMS AS THE MEMBER OF ANY CLASS OR AS PART OF ANY SIMILAR COLLECTIVE OR CONSOLIDATED ACTION.

Termination

These Terms are effective until terminated by us. PlantStory, in its sole discretion, has the right to terminate your access to the Platform or any part thereof, immediately at any time. We reserve the right, in our sole and absolute discretion, to restrict, suspend or terminate your access to all or any part of the Platform or Service or to terminate this Agreement at any time without prior notice or liability if you breach any provision of this Agreement or violate the rights of any third-party on or through the Platform. We reserve the right to change, suspend or discontinue all or any part of the Platform at any time without prior notice or liability.

PlantStory is not liable to you or any third-party for termination of your access to the Platform or any part thereof. If you object to any of the requirements, statements or obligations of these Terms or any subsequent modifications thereto or become dissatisfied with the Platform in any way, your only recourse is to immediately discontinue use of the Platform. Upon termination of these Terms, you will cease all use of the Platform.

Equitable Remedies

You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to PlantStory and its affiliates and PlantStory shall have the right to seek injunctive relief against you in addition to any other legal remedies.

Relationship of the Parties 

Nothing contained in these Terms shall create or imply an agency relationship between you and PlantStory, nor shall these Terms be deemed to constitute a joint venture or partnership between you and PlantStory. You acknowledge and agree that you have no authority to make commitments or enter into contracts on behalf of, bind or otherwise oblige PlantStory.

Force Majeure

We shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, war, earthquake, fire, flood or other acts of God, labor conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations.

Third-Party Disputes

ANY DISPUTE YOU HAVE WITH ANY THIRD-PARTY, INCLUDING, BUT NOT LIMITED TO, OTHER USERS, IN CONNECTION WITH YOUR USE OF THE PLATFORM IS DIRECTLY BETWEEN YOU AND SUCH THIRD-PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU IRREVOCABLY RELEASE PLANTSTORY AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (DIRECT, INDIRECT AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

Assignments

This Agreement will inure to the benefit of our successors and assigns. PlantStory may assign this Agreement, including all its rights hereunder, without restriction. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void.

Amendments

We reserve the right to change this Agreement at any time upon notice. We may give notice by posting the updated Agreement on the Platform or by any other reasonable means. You can review the most current version of this Agreement at any time. This Agreement in effect at the time of your use of the Platform apply. Updated versions of the Agreement are binding on you with respect to your use of the Platform on or after the date indicated in the updated Agreement. If you do not agree to the updated Agreement, you must stop using the Platform. Your continued use of the Platform after the date of the updated Agreement will constitute your acceptance of the updated Agreement.

Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to PlantStory’s intentions as reflected in such provision and the other provisions of these Terms remain in full force and effect.

Survival

The respective indemnities, representations, warranties and agreements of the parties hereto or made by or on behalf of the parties hereto pursuant to this Agreement will survive the termination of this Agreement indefinitely and will remain in full force and effect and all defined terms used therein will survive the termination of this Agreement indefinitely.

Waiver and Conflict

No waiver of by PlantStory of any term or condition set out in these Terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition and any failure of PlantStory to assert a right or provision under these Terms will not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. 

Third-Party Rights

This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and us and any affiliates which each shall be a third-party beneficiary of this Agreement and no other person shall assert any rights as a third-party beneficiary hereunder.

Entire Agreement

This Agreement and the Privacy Policy constitute the sole and entire agreement between you and PlantStory with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform. This Agreement does not and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and PlantStory.

Questions & Comments
 

If you have any questions or comments about these Terms, please contact us at info@plantstory.app