1. AGREEMENT BETWEEN BRUGMANSIA GROWERS INTERNATIONAL AND USER
This is a binding agreement (“Agreement”) between the BRUGMANSIA GROWERS INTERNATIONAL (“BGI”) and you, the user (“You” or “Your”). BGI’s Web Site, www.brugmansia.us, is offered to You conditioned on Your acceptance, without modification, of the terms, conditions, and notices contained herein. By using BGI’s Web Site, You confirm Your acceptance of, and agree to be bound by, this Agreement and all such terms, conditions and notices.
BGI RESERVES THE RIGHT TO CHANGE THE TERMS, CONDITIONS AND NOTICES UNDER WHICH BGI’S WEB SITE IS OFFERED. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS AND CONDITIONS. YOUR NON-TERMINATION OR CONTINUED USE OF BGI’S WEB SITE AFTER CHANGES ARE POSTED CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AS MODIFIED BY THE POSTED CHANGES.
3. NO PROFESSIONAL ADVICE
The information and materials available through BGI’s Web Site, including without limitation the BGI Web Services, is for information and educational purposes only. The scientific and general information included on BGI’s Web Site may reflect innovations and opinions not universally shared and does not necessarily reflect the view of BGI. BGI AND BGI’S WEB SITE, INCLUDING WITHOUT LIMITATION BGI’S WEB SERVICES, YOUR RELIANCE UPON INFORMATION AND MATERIALS OBTAINED BY YOU AT OR THROUGH BGI’S WEB SITE, INCLUDING WITHOUT LIMITATION ON BGI’S WEB SERVICES, IS SOLELY AT YOUR OWN RISK.
5. USAGE OF BGI WEB SITE
As a condition of Your use of BGI’s Web Site, You represent and warrant to BGI that You will not use BGI’s Web Site for any unlawful purpose or in any manner prohibited by this Agreement’s terms, conditions and notices.
You represent and warrant that You will not use BGI’s Web Site in any manner which could damage, disable, overburden or impair BGI’s Web Site or interfere with any other party’s use and enjoyment of BGI’s Web Site.
The BGI Members Only portion of BGI’s Web Site (“Members Only Site”) will be accessible only to dues paying members of BGI (“Members”). All Member information provided to BGI and posted on BGI’s Web Site, including without limitation name, title, address, phone number, fax number, and email address, must be reasonably current, accurate and complete. If BGI at any time discovers any error or omission in the information You provide, BGI may in its sole discretion terminate the right to access and use the Members Only Site by any Member. You may not permit anyone other than Yourself to use Your BGI Member information to access any portions of BGI’s Web Site which are restricted to Members only, and You are responsible for the acts or omissions by third parties who are under Your control for their use of the Members Only Site, and for any damages incurred by You as a result thereof.
BGI’s Web Site may contain chat areas, forums, news groups, bulletin board services and other facilities (“BGI Web Services”) that permit You to communicate with other BGI Members. You agree to use these BGI Web Services only to post, send and receive messages and materials that are appropriate and related to the facility or service. Excepting those members who have purchased a business membership, You agree that when using BGI Web Services, You will not:
Violate any applicable laws or regulations; Upload information that contains material protected by intellectual property laws, including without limitation material protected by patent, copyright, trademark (such as BGI’s logo), or trade secrets, or by rights of privacy of publicity unless You own or control the rights thereto or have received all necessary consents; Falsify or delete author attributions, legal or other proper notices or proprietary designations indicating the origin or source of information that is uploaded or downloaded from BGI’s Web Site; Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information. Harass, abuse, threaten or otherwise violate any legal rights of others; Upload viruses, corrupted files or any other software or information that may damage the operation of another’s computer or network; Use BGI’s Web Site for commercial purposes, including, but not limited to, advertisements, promotions, offers to buy or sell goods or services, surveys, contests, pyramid schemes, or sponsorship banners, Use BGI’s Web Site to forward chain letters; Permit anyone other than Yourself to use Your BGI Member information to access any portions of BGI’s Web Site which are restricted to Members only; Forward any material or information contained in one of BGI’s Web Services to anyone who is not a Member of BGI; or Violate any of BGI’s policies, guidelines or other codes of conduct which are applicable to BGI’s Web Site or in particular to one of BGI’s Web Services. BGI has no obligation to screen or monitor BGI’s Web Services; however, BGI reserves the right to review information or materials posted to any of BGI’s Web Services and to remove any such information or materials in its sole discretion. BGI reserves the right at all times, in its sole discretion, refuse to post, to edit or to remove any information or materials from BGI’s Web Site, including without limitation to BGI’s Web Services, regardless of whether such material does or does not violate this Agreement or any of BGI’s policies, guidelines, or other codes of conduct which are applicable to BGI’s Web Site or in particular to one of BGI’s Web Services.
BGI DOES NOT CONTROL OR ENDORSE THE CONTENT, MESSAGES OR INFORMATION FOUND IN ANY OF BGI’S WEB SERVICES, AND BGI SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO BGI’S WEB SERVICES. BGI DOES NOT ENDORSE OR OTHERWISE VERIFY THE ACCURACY, TRUTHFULNESS OR RELIABILITY OF ANY INFORMATION PROVIDED ON BGI’S WEB SERVICES UNLESS IT IS PROVIDED BY AN AUTHORIZED BGI SPOKESPERSON. ANY STATEMENTS MADE ON BGI’S WEB SERVICES REFLECT ONLY THE VIEWS OF THEIR AUTHORS, AND YOUR RELIANCE ON ANY SUCH CONTENT IS AT YOUR OWN RISK. BGI’S WEB SERVICES WILL BE MANAGED OR HOSTED BY EITHER EMPLOYEES OR MEMBERS OF BGI, WHO ARE NOT AUTHORIZED BGI SPOKESPERSONS, AND THEIR VIEWS OR ACTIONS IN MANAGING OR HOSTING BGI’S WEB SERVICES DO NOT NECESSARILY REFLECT THOSE OF BGI.
The Members Only Site is intended by BGI to require a user identification and password to access and use. Certain BGI Web Services may require additional codes. You are solely responsible for (1) maintaining the strict confidentiality of the user identification, passwords and codes (“Member Information”) assigned to You; (2) charges, damages or losses that may be incurred or suffered as a result of Your or Your personnel’s failure to maintain the strict confidentiality of Member Information; and (3) promptly informing BGI in writing of any need to deactivate and replace any Member Information due to security concerns. BGI is not liable for any harm related to the theft of Your Member Information, Your disclosure of Your Member Information, or Your authorization to allow another person or entity to access and use the Members Only Site using Your Member Information. You agree to notify BGI immediately as soon as You become aware of any unauthorized use of Your Member Information. Notice to BGI under this section of the Agreement may be accomplished by contacting us
7. COPYRIGHT AND TRADEMARK OWNERSHIP, NOTICES AND INFRINGEMENT
All contents of BGI’s Web Site are: Copyright © 2002-2011 BGI. All rights reserved.
The content of BGI’s Web Site is proprietary to BGI and is protected by the copyright laws of the United States and other countries. The compilation of the content on BGI’s Web Site is the exclusive property of BGI and is protected by the copyright laws of the United States and other countries.
BGI does not claim ownership of the individual materials or information You may provide to BGI, including without limitation feedback, suggestions, posts, uploads, inputs, or submissions to BGI’s Web Site including without limitation any of BGI’s Web Services. However, if You provide such materials or information to BGI:
You are warranting and representing that You own or otherwise control all of the rights to Your materials or information including, without limitation, all the rights necessary for You to provide, post, upload, input or submit the materials or information; and
Any rights not expressly granted herein are reserved.
Nothing in this Agreement or its performance shall grant You any right, title, interest, or license in or to BGI’s names, logos, logotypes, trade dress, designs, or other trademarks.
Any rights not expressly granted herein are reserved.
8. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
NOTE: THE FOLLOWING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING BGI THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS REQUESTS FOR TECHNICAL ASSISTANCE, REPORTS OF E-MAIL ABUSE, AND PIRACY REPORTS, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.
BGI does not guarantee any action based upon the receipt of such information. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to BGI’s Designated Agent, as set forth in the Directory of Service Provider Agents for Notification of Claims of Infringement on the United States Copyright Office Library of Congress web site.
9. LINKS TO THIRD PARTY WEB SITES
BGI’s Web Site may contain links to third party Web Sites. The third party Web Sites are not under the control of BGI, and BGI is not responsible for the contents of any third party Web Sites, and the inclusion of any link is as a convenience and does not imply endorsement by BGI of the sites or any association or relationship with its operators.
BGI reserves the right in its sole discretion to terminate Your access to BGI’s Web Site, including without limitation BGI’s Web Services, at any time without notice for any reason whatsoever.
Provisions of this Agreement which by their nature are intended to survive termination or expiration of this Agreement will survive any termination of this Agreement, including but not limited to the representations and warranties contained herein.
11. COMPLIANCE WITH APPLICABLE LAWS
BGI reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
12. GENERAL DISCLAIMERS, EXCLUSION OF DAMAGES, AND LIMITATION OF LIABILITY
THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH BGI’S WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. BGI MAY MAKE IMPROVEMENTS AND/OR CHANGES IN BGI’S WEB SITE AT ANY TIME. ADVICE RECEIVED VIA BGI’S WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS, AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE.
BGI MAKES NO REPRESENTATIONS ABOUT BGI’S WEB SITE, INCLUDING WITHOUT LIMITATION BGI’S WEB SITE’S SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE INFORMATION, MATERIALS, SOFTWARE, PRODUCTS, SERVICES AND GRAPHICS. BGI PROVIDES BGI’S WEB SITE, INCLUDING WITHOUT LIMITATION ALL INFORMATION, MATERIALS, SOFTWARE, PRODUCTS, SERVICES, AND GRAPHICS “AS IS” WITHOUT WARRANTY OF ANY KIND. BGI DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO BGI’S WEB SITE, INCLUDING WITHOUT LIMITATION ALL INFORMATION, MATERIALS, SOFTWARE, PRODUCTS, SERVICES AND GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE.
YOUR SOLE AND EXCLUSIVE REMEDY IF YOU ARE DISSATISFIED WITH ANY PORTION OF BGI’S WEB SITE IS TO DISCONTINUE USING BGI’S WEB SITE. BGI IN NO EVENT UNDER ANY CIRCUMSTANCES WHATSOEVER SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, COMPENSATORY, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, DATA OR PROFITS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF BGI’S WEB SITE, WITH THE DELAY OR INABILITY TO USE BGI’S WEB SITE OR BGI’S WEB SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, MATERIALS, SOFTWARE, PRODUCTS, SERVICES OR GRAPHICS OBTAINED THROUGH BGI’S WEB SITE, SECURITY BREACHES, OR OTHERWISE ARISING OUT OF THE USE OF BGI’S WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF BGI HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ALSO IN PARTICULAR, IN NO EVENT SHALL BGI BE HELD LIABLE FOR ANY DIRECT, INDIRECT, COMPENSATORY, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE INFORMATION PROVIDED ON BGI’S WEB SITE, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE USE OF TECHNIQUES OR PROCEDURES DISCUSSED ON BGI’S WEB SITE.
Some jurisdictions do not permit the exclusion or limitation of implied warranties or the exclusion of certain types of damages. Therefore, if and only if required by applicable law, some of the foregoing exclusions may not apply to You.
YOU AGREE TO INDEMNIFY BGI FROM AND AGAINST ANY AND ALL LIABILITIES, EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES) AND DAMAGES ARISING OUT OF CLAIMS BASED UPON YOUR USE OF BGI’S WEB SITE, INCLUDING WITHOUT LIMITATION ANY CLAIM OF LIBEL, DEFAMATION, VIOLATION OF RIGHTS OF PRIVACY OR PUBLICITY, LOSS OF SERVICE BY OTHER MEMBERS AND INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER RIGHTS. BGI WILL NOTIFY YOU PROMPTLY OF ANY CLAIM FOR WHICH BGI SEEKS INDEMNIFICATION AND WILL AFFORD YOU THE OPPORTUNITY TO PARTICIPATE IN THE DEFENSE OF SUCH CLAIM, PROVIDED THAT YOUR PARTICIPATION WILL NOT BE CONDUCTED IN A MANNER PREJUDICIAL TO BGI’S INTERESTS, AS REASONABLY DETERMINED BY BGI.
14. GOVERNING LAW
This Agreement is governed by the laws of the State of Missouri, USA. You hereby consent to the exclusive jurisdiction and venue of courts in Marshfield, Missouri in all disputes arising out of or relating to the use of BGI’s Web Site. Use of BGI’s Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.
15. NO RELATIONSHIP
You agree that no joint venture, partnership, employment, or agency relationship exists between You and BGI as a result of this Agreement or use of BGI’s Web Site, including without limitation BGI’s Web Services.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including without limitation the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.
17. ENTIRE AGREEMENT
Unless otherwise specified herein, this Agreement constitutes the entire agreement between You and BGI with respect to BGI’s Web Site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and BGI with respect to BGI’s Web Site, including without limitation to BGI’s Web Services.
Notices given by BGI to You will be given by a general posting on BGI’s Web Site or by an e-mail, if an e-mail address is available. Notices given by BGI to Members may also be given by conventional mail. Notices to BGI must be sent by conventional mail to Attention: [Mary Voss] BRUGMANSIA GROWERS INTERNATIONAL, 1205 Spring Valley Loop, Marshfield, Missouri 65706.
BGI may assign this Agreement, in whole or part, in its sole discretion. You agree not to assign, transfer or sublicense Your rights as a Member.
20. CAPTIONS AND HEADINGS
Captions and paragraph headings are for convenience only and are not a part of this Agreement and shall not be used in construing it.