Exotic Canopy Solutions Terms and Conditions
Payment is consideration for accepting and agreement to the following terms and conditions. This is a binding agreement, please read carefully.
Exotic Company Solutions, LLC Material Transfer Agreement
This agreement (hereinafter “Agreement’) is made and effective as of The purchase date by and between Exotic Canopy Solutions, LLC (“SELLER”) and Purchaser (“BUYER”), together referred to herein as the “PARTIES”.
TERMS AND CONDITIONS: BUYER and SELLER hereby agree to the following:
1. BUYER hereby agrees that any sale (both herein and subsequent sale), transfer, or assignment or use of the MATERIAL shall not be for the purpose of seed multiplication, creation of new hybrid lines derived from MATERIAL, inbreeding of MATERIAL, genetic reproduction of any kind or use in the production of seed for resale or barter and includes use of MATERIAL for BUYERS personal use as it pertains to pheno selecting, mothering and cloning for any purpose; and
2. BUYER, and its agents, successors and assigns shall not, exchange, lease, donate or otherwise make available to any third party, MATERIAL cuttings, tissue, seeds, or pollen for the purpose of multiplying or maintaining seeds or derivative plants in their fundamental characteristic form or for the creation of new hybrid lines derived from original MATERIAL supplied by SELLER. BUYER is hereby informed that property rights, seed productive rights, or seed multiplication rights are held by SELLER, and transfer of MATERIAL to any third party for any of the purposes described above is expressly prohibited and subject to liquidated damages further described below.
3. The Parties agree that it would be impracticable or extremely difficult to determine accurately the extent of the loss, damage and expenditure that either Party would have in the circumstances described above and hereby agree that any breach of the above by BUYER, or its agents, successors or assigns, will subject BUYER to liquidated damages in the amount of one hundred thousand dollars ($100,000.00) for each breaching event described above. Notwithstanding this liquidated damages provision and the actions described above, Seller reserves all rights and remedies for any and all material breaches of this agreement in its sole and absolute discretion.
4. In regards to Paragraph (2) this Paragraph shall supersede the limitation for personal use reproduction rights. Seller agrees Buyer may for personal use only pheno select MATERIAL for further propagation of plant material limited to Mother’s and clones for BUYERS use only and not for sale or seed production. If pheno’s are selected and reproduced a licensing agreement shall be signed and agreed upon by both parties prior to reproduction of the new pheno that would provide further production into clone or flower material for sale. SELLER maintains ownership of genetic rights to the MATERIAL and upon agreement shall share rights of any new pheno selected MATERIAL with SELLER. BUYER has the first right of refusal to flower and may at times buy the entire lot through a separates and agreed upon contract.
MATERIAL: Hemp Seeds derived from industrial hemp, specifically from the Hempress 3 line of genetics.
COMPLIANCE DOCUMENTATION: Any and all MATERIAL shall have attached to its labels and packaging certain 2018 Farm Bill compliance documentation at all times and shall further include SELLER’s State Hemp License number and information related thereto and any and all Certificates of Analysis (COA) regarding the MATERIAL. Buyer agrees to provide a copy of their State or USDA Grower Registration within 10 days after purchase. Failure to do so is considered a material breach of this contract.
PAYMENT: Payment is to be received in full prior to shipping.
SHIPPING TERMS AND RISK OF LOSS: Upon Receipt of MATERIAL, BUYER assumes title to MATERIAL.
TAXES: Any excise, taxes, fees or other charges now or hereafter imposed by any governmental agency or authority on the products, their production, refining, sale or use, will be added to the price set forth herein.
ASSIGNMENT: BUYER shall not assign this Agreement hereunder without the express written consent of the SELLER.
GOVERNING LAW; VENUE: This Agreement will be construed in accordance with and governed in all respects by the laws of the State of California without regard to any conflicts of law principles that would result in application of laws of any other jurisdiction. Any dispute arising out of this Agreement (a “Dispute”) will be resolved solely according to the procedures set forth in this section. The parties shall first negotiate in good faith to attempt to resolve the Dispute, including escalation to representatives of each party at least one level higher in their organizations. If the Dispute is not so resolved within 30 days, either party may initiate mediation. If the parties are unable to resolve the Dispute(s) by mediation, then either party may initiate binding arbitration of such Dispute(s). The binding arbitration shall be initiated and conducted according to the JAMS Comprehensive Arbitration Rules and Procedures, including the Optional Appeal Procedure provided for in such rules (the “Arbitration Rules”).The arbitration shall be conducted in California before a single neutral arbitrator appointed in accordance with the Arbitration Rules.
SEVERABILITY. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or m shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to and if they are unable to agree on an arbitrator or a court, as the case may be, may modify the terms of this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest and fullest extent possible.
ENTIRE AGREEMENT. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, if any, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
MUTUAL REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants that it has full right, power, and authority to enter into this Agreement and to perform its obligations and duties under this Agreement, and that the performance of such obligations and duties does not and will not conflict with or result in a breach of any other agreement of such Party or any judgment, order, or decree by which such Party is bound.
DISCLAIMER: The materials are provided as-is, and SELLER makes no representations thereto, and hereby disclaims all other warranties, express, implied, or statutory regarding the materials, including any warranty of merchantability, fitness for a particular purpose, title, non-infringement and any warranties arising from course of dealing or course of performance. BUYER understands that the MATERIAL’s farming capabilities are significantly impacted by its environment, nutrient regime, weather, stress, harvest date scheduling, germination rate, feminization rate, and other unknown factors that are subject to management and cultivation practices by the BUYER, and the sole and exclusive responsibility of BUYER.
SELLER’S LIABILITY: Buyer’s damages for any cause, including breach of contract, breach of warranty and/or Seller’s negligence, with respect Seller’s sale of this MATERIAL, is limited to a refund of the purchase price of the seed or a one-time replacement of the seed, at SELLER’s option and in their sole and absolute discretion. This remedy is exclusive and in no event shall SELLER be liable for any incidental or consequential damages, including loss of profits.
I have read and understand the conditions outlined in this Agreement and I agree to fully abide by them in the purchase, receipt and use of the MATERIAL.
Payment for Material is considered acceptance and agreement to these terms and conditions. All sales are final.
General Terms of Service
This website is operated by Exotic Canopy Solutions , LLC. Throughout the site, the terms “we”, “us” and “our” refer to Exotic Canopy Solutions , LLC. Exotic Canopy Solutions , LLC offers this website, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies, and notices stated here. By visiting our site and/ or purchasing something from Exotic Canopy Solutions , LLC or its affiliates, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink on the Exotic Canopy Solutions , LLC website. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service. Any new features or tools which are added to the current website or the Exotic Canopy Solutions , LLC online store shall also be subject to the Terms of Service. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes. By agreeing to these Terms of Service, you represent that you are at least the age of majority (18 years old) in your state or province of residence. If you are not at least the age of majority (18 years old) then you may not access the website or use any of its services. Furthermore, any user of this website or its services may not use our products for any illegal or unauthorized purpose nor violate any laws in your jurisdiction. No user shall transmit any worms, viruses or any code in any manner that is of a detrimental nature. A breach or violation of any of these Terms will result in an immediate termination of your Services and we reserve the right to pursue remedies to the fullest extent of the law. We reserve the right to refuse service to anyone for any reason at any time. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us. We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions. Any reliance on the material on this site is at your own risk. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site. Prices for our products are subject to change without notice. We reserve the right at any time to modify or discontinue the Service without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service. Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy. We reserve the right but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change without notice, at the sole discretion of Exotic Canopy Solutions , LLC. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void wherever so prohibited. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected. We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by distributors, resellers or distributors. You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates so that we can complete your transactions and contact you as needed. Certain content, products, and services available via our Service may include materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses. We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. In no case shall Exotic Canopy Solutions , LLC, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law. You agree to indemnify, defend and hold harmless Exotic Canopy Solutions , LLC and our affiliates, partners, officers, members, managers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference or your violation of any law or the rights of a third-party. In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof). The failure of Exotic Canopy Solutions , LLC to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the United States and specifically, the State of California. You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes. Questions about the Terms of Service should be sent to us at email@example.com
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