Plant Lust Terms and Conditions for Contributors

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By signing up to be a Plant Lust contributor, you agree to the following terms and conditions (the “Terms and Conditions”).

About this agreement

Plant Lust LLC is an Oregon based company (“Plant Lust”) offering a public online listing of plants which may be available at participating nurseries. Plant Lust enables Customers to purchase plants online from participating nurseries. These Terms and Conditions, together with the Terms of Use and Privacy Policy, represent the entire agreement between Plant Lust and contributing nurseries. These Terms and Conditions may be modified by Plant Lust at any time.

Plant Lust / Contributor Relationship

A “Contributing Nursery” includes any person, business, and/or nursery that provides information or photographs to Plant Lust for use on plantlust.com. As a Contributing Nursery, you agree to provide information about your plant inventory. Plant Lust is an independent marketplace for the sale of plants and does not offer exclusive listings to any one contributor. Plant Lust shall not be considered an agent or legal representative of the Contributing Nursery for any purpose, and shall not hold itself out as such to any third party. Contributing Nursery shall not be considered an agent or legal representative of Plant Lust for any purpose and shall not hold itself out as such to any third party.

Confidential and Proprietary Information

Contributing Nursery acknowledges that it may receive access to information concerning Plant Lust’s marketing and business plans, sales strategies, advertising programs, pricing, costs, customers, technology, and other information which Plant Lust designates, treats, or reasonably could treat as confidential (“Confidential Information”). Contributing Nursery shall keep the Confidential Information secret and in strict confidence and shall not use or disclose the Confidential Information except as required to perform its obligations under these Terms and Conditions.

Contributing Nursery acknowledges and agrees that, due to the unique nature of Plant Lust’s Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder and that any such breach may allow the Contributing Nursery or third parties to unfairly compete with Plant Lust resulting in irreparable harm to Plant Lust. Therefore, upon any such breach or any threat thereof, Plant Lust shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

Term

These Terms and Conditions will continue until Contributing Nursery and Plant Lust’s business relationship is terminated, unless amended by Plant Lust prior to such termination. Contributing Nursery or Plant Lust may terminate their business relationship upon thirty (30) days’ written notice to the other. Upon termination of the parties’ business relationship, the Contributing Nursery will immediately discontinue all use, directly or indirectly, of trademarks, trade names, designs, and markings owned or controlled, now or hereafter, by Plant Lust, and of any word, title, expression, trademark, trade name, design, or marking which, in the opinion of Plant Lust, is confusingly similar thereto.

Indemnification

Contributing Nursery agrees to defend, indemnify, and hold Plant Lust, its members, managers, employees, successors, and assigns harmless for, from, and against all losses, damages, or expenses of whatever form or nature, including actual attorneys’ fees and other costs of legal defense, whether direct or indirect, which they, or any of them, may sustain or incur as a result of any acts or omissions of Contributing Nursery or any of its members, managers, employees, or agents, including, but not limited to, (i) breach of any of the provisions of these Terms and Conditions, the Plant Lust Privacy Policy, or the Plant Lust Terms of Use; (ii) negligence or other tortious conduct; (iii) violation by the Contributing Nursery (or any of its members, managers, employees, or agents) of any applicable law, regulation, or order; or (iv) any action relating to or involving copyright or trademark infringement.

Force Majeure

Neither party shall be liable hereunder by reason of any failure or delay in the performance of any obligation under these Terms and Conditions where such failure or delay arises out of any cause beyond the reasonable control and without the fault or negligence of such party.

Severability

If any portion of these Terms and Conditions is unenforceable, the rest of the Terms and Conditions will remain enforceable.

Nonassignment

These Terms and Conditions may not be assigned by Contributing Nursery. The Contributing Nursery may not transfer or assign its responsibilities or obligations under these Terms and Conditions to another person or entity.

Applicable Law and Forum

These Terms and Conditions shall be construed, enforced and performed in accordance with the laws of the State of Oregon, without reference to the principles of conflicts of laws. Any dispute arising from these Terms and Conditions or use of plantlust.com hereunder shall be exclusively heard in the state and federal courts sitting in Multnomah County, Oregon, to whose jurisdiction the Contributing Nursery expressly submits. The Contributing Nursery waives any objection to venue in such courts.

Waiver of Jury Trial

Plant Lust and Contributing Nursery waive any right to trial by jury in any legal proceeding arising out of or related to these Terms and Conditions or the transactions contemplated under these Terms and Conditions.

Attorney Fees

If any action or other proceeding (including one in bankruptcy) shall be instituted relating to any provision of these Terms and Conditions or relating to any of the rights, duties, or obligations arising under it, the prevailing party shall be entitled to recover, whether or not the matter proceeds to final judgment or decree, in addition to costs and disbursements allowed by law, such sum as the trial and each appellate court may adjudge reasonable as attorneys’ fees and expert witness fees in such action or other proceeding, and in any appeal of it, attorneys’ fees incurred in investigating and pursuing the prevailing party’s rights prior to institution of the action or other proceeding, and costs and expenses incurred and billed with such attorneys’ fees (whether or not specifically allowed by statute).

Waiver

Contributing Nursery agrees that the failure of Plant Lust at any time to require performance by Contributing Nursery of any of the provisions herein shall not operate as a waiver of the right of Plant Lust to request strict performance of the same or like provisions, or any other provisions hereof, at a later time.