Plantbid

Terms of Use Agreement

Welcome to the Plantbid.com website owned and operated by IppSys, LLC. By using our site (the “Site”), you are agreeing to be bound by and to comply with the following terms of use. If you do not agree with these terms, you should not use this Site or our Services. The term “Plantbid”, “us” or “our” refers collectively to Plantbid.com and IppSys, LLC. The term “you” refers to the user or viewer of the Site, and if you subscribe to our Services, to you as a subscriber.

1. ACCEPTANCE OF TERMS.

Plantbid provides the information on this Site as provided in these terms of use (the “Agreement”). Plantbid provides its services (“Services”) to you subject to the most recent version of this Agreement. Plantbid may update this Agreement at any time, without prior notice to you by posting a new version at http://www.plantbid.com. The latest Agreement will be posted on the Site and become effective upon posting. You should review this Agreement before using the Site. Your continued use of the Site after posting shall constitute your acceptance of and agreement to be bound by the amended terms of use. If you do not agree to any amendments, you agree to terminate your use and access to the Site and our Services.

2. DESCRIPTION OF SERVICES.

2.1 Plantbid provides an online marketplace for commercial landscapers and other professional wholesale product consumers (collectively, “Buyers” or each a “Buyer”) and plant wholesalers, growers and other professional wholesale product providers (collectively, “Suppliers” and each a “Supplier”) to offer and sell their inventory of plants and other items (collectively, the “Inventory”) and for Buyers to identify plants and other items to meet Buyer requirements and facilitate their purchase of such plants and items from a Supplier’s Inventory, and for other interactions and collaboration between Suppliers and Buyers. The term “Subscribers” shall refer collectively to Suppliers and Buyers who are customers of Plantbid. Neither Plantbid nor any of Plantbid’s suppliers and service providers (“Third-Party Providers”) is a participant in any transaction between a Supplier and a Buyer. You agree that Plantbid may use Third Party Providers to provide all or a portion of the Services to be provided by Plantbid hereunder.

2.2 You shall have the sole responsibility for evaluating the customers with which you may transact business and otherwise interact, (2) determining which customers are authorized to do business with you, and (3) the terms, risks and results of your interactions with any customer or third-party.

2.3 You understand that, as a venue, neither Plantbid nor any of its Third-Party Providers control or make any representations or warranties in connection with any transactions of its Suppliers or any transactions of its Suppliers or Buyers. Should you have a problem with any purchase, sale, or order or other transaction facilitated using Plantbid, you should direct your comments and questions to the other party in the transaction.

2.4 We have no control over and do not guarantee the existence, quality or legality of the Inventory advertised, the truth or accuracy of the Supplier’s listings; the ability of Suppliers to sell Inventory items; the ability of Buyers to pay for items; or that a Buyer or Supplier will actually complete a transaction.

3. LISTING CONDITIONS.

If you are a Supplier, by listing Inventory on the Site, you agree to pay Plantbid’s fees, and assume full responsibility for the content of your Inventory and items offered. You must register with Plantbid to offer your Inventory (or any part of it) through Plantbid. You agree that feedback regarding your Inventory, items offered, and customer service in order fulfillment may be collected from Buyers and posted on Plantbid.

4. PURCHASE CONDITIONS.

If you are a Buyer, you are responsible for reading all of the Supplier’s instructions before making a commitment to purchase. You agree to pay Plantbid’s fees associated with searches that you perform using Plantbid, with the exception of any limited free-use period that Plantbid may grant to you at its discretion.

5. YOUR REGISTRATION AND ACCOUNT OBLIGATIONS.

5.1 Registration is necessary to list your Inventory on the Site. In consideration of your use of Plantbid’s Services you represent you are duly authorized to form a binding contract and are not barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about your company and other information as prompted by Plantbid’s registration form (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Plantbid has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete Plantbid has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

5.2 If you use any Services, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. As a Subscriber, you will be able to check your account through the Site and receive receipts and invoices related to your account via e-mail. Your receipts and invoices will also be available to you through the Site.

5.3 When you use any of our Services, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site or through our Services. You agree that all agreements, notices, disclosures or other communications that we provide to you electronically, comply with any legal requirements that such communications be in writing.

6. ACCEPTABLE USE.

You agree to use the Plantbid Site only for lawful purposes and in compliance with all applicable laws.

7. PRIVACY POLICY.

Our Privacy Policy is incorporated in this Agreement and is subject to the terms of this Agreement. To view the Privacy Policy, click here. The personal information and credit card information you provide us will be protected as set forth in our Privacy Policy.

8. CONDUCT.

You understand that all information, data, text, graphics and other materials (collectively, referred to as “Content”), whether publicly posted or privately transmitted are the sole responsibility of the person from whom such Content originated. This means that you, and not Plantbid, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available via the Site or any of the Services. Plantbid does not control the Content posted via the Services and, as such does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will Plantbid be liable in any way for any Content including, but not limited to any errors or omissions in any Content (including errors in pricing), or any loss or damage of any kind incurred as a result of the use of or reliance on any Content, posted, e-mailed, transmitted, or otherwise made available via the Site or any of the Services. You agree not to use the Site or any of the Services to:

1) upload, post, e-mail, transmit, or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable, or harm minors;
2) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
3) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
4) upload, post, e-mail, transmit, or otherwise make available any Content that you do not have a right to make available under any law or under contractual or other relationships;
5) upload, post, e-mail, transmit, or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright, or other property rights of any party;
6) upload, post, e-mail, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” or any other form of solicitation;
7) upload, post, e-mail, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
8) disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users’ ability to engage in discussions or exchanges;
9) interfere with or disrupt Plantbid’s Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services;
10) intentionally or unintentionally violate any applicable local, state, national, or international law;
11) “stalk” or otherwise harass another; and/or
12) collect or store personal data about other users in connection with the prohibited conduct and activities set forth in the paragraphs above. You acknowledge that Plantbid may or may not pre-screen Content, but that Plantbid and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, move, or remove any Content that is available via the Services and which violates the terms of this Agreement. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge, consent, and agree that Plantbid may access, preserve, and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:
- (a) comply with legal process;
- (b) enforce the terms of this Agreement;
- (c) respond to claims that any Content violates the rights of third parties;
- (d) respond to your requests for subscriber service; and/or
- (e) protect the rights, property, interests, or personal safety of Plantbid, its users, and the public.

9. CONTENT MADE AVAILABLE FOR INCLUSION ON THE SERVICES.

Plantbid does not claim ownership of Content you submit or make available for inclusion via the Services. However, with respect to Content you submit or make available for inclusion on the Services, you irrevocably grant Plantbid the perpetual, worldwide, royalty-free and non-exclusive license, with the right to sublicense through multiple tiers of sublicenses, to use, distribute, reproduce, modify, adapt, translate, reformat, publicly perform, and publicly display such Content, in whole or in part, on the Site and in connection with the Services or other publications by Plantbid in any media whether now existing or which may come into existence in the future and to provide that information under the license set forth in this Agreement, and the right to publish your name in connection with such Content.

10. SCRAPERS, BOTS, CRAWLERS AND SPIDERS.

Use of any robot, spider, site search, retrieval application or other manual or automatic device to retrieve, index, scrape, data mine or in any way gather or extract Content on or available through the Site or reproduce or circumvent the navigational structure or presentation of the Site without Plantbid’s express written consent is prohibited.

11. INDEMNITY.

You agree to indemnify and hold Plantbid and its subsidiaries, affiliates, officers, agents, employees, partners, and licensors harmless from any claim or demand, including but not limited to reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit, or otherwise make available through the Services, your use of the Services, your connection to the Services, your violation of the terms of this Agreement, or your violation of any rights of another.

12. MODIFICATIONS TO SERVICES.

You acknowledge that Plantbid may establish general practices and limits concerning use of the Services. You further acknowledge that Plantbid reserves the right to modify these general practices and limits from time to time. Plantbid reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Plantbid shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

13. TERMINATION.

You agree that Plantbid may terminate your access to the Services for violations of this Agreement and/or requests by authorized law enforcement or other government agencies.

14. LINKS.

The Services may provide, or third parties may provide, links to other World Wide Websites or resources. Because Plantbid has no control over such sites and resources, you acknowledge and agree that Plantbid is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any Content, advertising, products, or services or other materials on or available from or through such sites or resources. You further acknowledge and agree that Plantbid shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, products or services available on or through any such site or resource.

15. DISCLAIMER OF WARRANTIES.

THE SERVICES AND ALL INFORMATION, CONTENT AND PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU ON THE SITE OR THROUGH THE SERVICES ARE PROVIDED BY PLANTBID ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. PLANTBID MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, AS TO THE SERVICES, CONTENT OR PRODUCTS INCLUDED ON THE SITE OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE OR THE SERVICES. PLANTBID EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AVAILABILITY, NON-INTERFERENCE WITH YOUR QUIET ENJOYMENT OF THE SITE OR THE SERVICES AND NON-INFRINGEMENT. PLANTBID MAKES NO WARRANTY THAT (a) THE SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS; (b) THE SERVICES OR CONTENT WILL BE UNINTERRUPTED, TIMELY, COMPLETELY SECURE, WITHOUT DELAY, FREE FROM DEGRADATION OR ERROR-FREE; AND/OR (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE AND RELIABLE.

16. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT PLANTBID SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER LOSSES RESULTING FROM OR RELATING TO THE USE OR THE INABILITY TO USE THE SITE OR ANY OF THE SERVICES OR ANY THIRD PARTY CLAIMS, EVEN IF PLANTBID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any event if we are found liable to you our liability is limited to the greater of: (a) the amount of fees in dispute not to exceed the total fees you paid us in the six months prior to the action giving rise to the liability, or (b) $100.00.

17. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

Plantbid respects the copyright of others, and we ask our users to do the same. Plantbid may, in appropriate circumstances and at its discretion, disable and/or terminate the access of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Plantbid’s Copyright Agent the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Site; your address, telephone number, and e-mail address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Plantbid’s Agent for Notice of claims of copyright infringement can be reached as follows:

By e-mail: copyright[at]plantbid.com

18. DISPUTES.

Except for the right of a party to apply to a court for a temporary restraining order, preliminary injunction or other equitable relief, any controversy or claim arising out of or relating to this Agreement that cannot be resolved through negotiation will be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. If the Parties cannot agree on a single arbitrator, the arbitrator will be selected by the American Arbitration Association. All arbitration proceedings will occur in English and will be held in Massachusetts. The parties agree that any dispute resolution proceeding will be conducted on an individual basis and not as a class or representative action. Neither you nor Plantbid shall be a member of a class, consolidated or representative action or proceeding. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction. The cost of the arbitration shall be borne equally by the parties. Neither party nor the arbitrator may disclose the existence or results of any arbitration hereunder. The authority of the arbitrator to award damages in any event is and shall be limited by this Agreement.

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Terms of Use