Last Updated Date: June 2, 2021
These NatureTrak Platform Terms of Service (“Terms of Service”) apply when you access, use, or visit the NatureTrak Platform Service (the “Service”),which is provided to you by NatureTrak, Inc. (“NatureTrak”, “we” or “us”). The Service is a risk management and compliance solution that enables users to verify that other users of the Service with whom a user may transact business are licensed under specified laws and regulations applicable to the growing, testing, transportation, distribution, manufacture, packaging, sale and consumption of agricultural and related products.
When you access, use, or visit the Service you agree to these Terms of Service. If you are accessing or using the Service on behalf of a legal entity, you represent and warrant that you are authorized to accept these Terms of Service on the entity’s behalf and that the entity will be responsible to NatureTrak if you or the entity violates these Terms of Service. If you have entered into a separate written agreement with NatureTrak with respect to the Service, that agreement will prevail in the event of any conflict between these Terms of Service and your separate written agreement with NatureTrak.
By accessing or using the Service, or any part thereof, you expressly accept all of the provisions of these Terms of Service. If you do not accept the terms of these Terms of Service, then you are not authorized to use the Service, or any part thereof.
These Terms of Service include A RELEASE OF LIABILITY AND LIMITATION OF DAMAGES. You REPRESENT AND WARRANT THAT BY ACCESSING THE SERVICE OR ANY PART THEREOF, you have READ THIS ENTIRE DOCUMENT AND you are AWARE that you are foregoing certain Rights BY AGREEING TO these Terms of Service.
You have NO OBLIGATION TO USE THE SERVICE OR ANY PART THEREOF OR TO AGREE TO these Terms of Service, you Are DOING SO VOLUNTARILY. Your use OF THE SERVICE IS EXPRESSLY SUBJECT TO ACCEPTANCE OF these Terms of Service, you WILL NOT USE THE SERVICE UNLESS AND UNTIL you have accepted these Terms of Service.
- Updates to these Terms of Service. We may change, modify or amend these Terms of Service and the features and functionality offered through the Service from time to time in our discretion. We will notify you of material changes to these Terms of Service by posting the amended terms on the Service reasonably in advance of the effective date of the changes. If you do not agree with the proposed changes, you should discontinue your use of the Service prior to the time the new Terms of Service take effect. If you continue using the Service after the new Terms of Service take effect, you will be bound by the modified Terms of Service.
- Affirmative Representations Regarding Your Use of the Service. When you use the Service, you represent that: (a) the information you submit to the Service is truthful and accurate; (b) your use of the Service does not violate any applicable laws or regulations; (c) you are of sufficient legal age or otherwise have legal capacity to legally enter into these Terms of Service; and (d) you have received necessary authorization to use the Service as an authorized user.
- Our Management of the Service; User Misconduct
a. Our Right to Manage the Service. We reserve the right, but do not undertake the obligation to: (1) monitor or review the Service for violations of these Terms of Service and for compliance with our policies; (2) report to law enforcement authorities and/or take legal action against anyone who violates these Terms of Service; (3) refuse, restrict access to or the availability of, the Service or any portion thereof; (4) manage the Service in a manner designed to protect our, our users’, and third parties’ rights and property or to facilitate the proper functioning of the Service; and/or (5) terminate or block your use of the Service for violating these Terms of Service.
b. Our Right to Terminate Users. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE OR ANY REMEDY WE MAY HAVE UNDER LAW OR IN EQUITY, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION, AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICE TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS OF SERVICE, OR OF ANY APPLICABLE LAW OR REGULATION.
- License Grant; Intellectual Property Rights. Subject to compliance with these Terms of Service, NatureTrak hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Service, in accordance with the terms of these Terms of Service. NatureTrak reserves any and all rights not expressly granted to you pursuant to these Terms of Service. The rights granted to you to access and use the Service comprise a limited license and do not constitute the sale of any software program or intellectual property. NatureTrak owns all right, title and interest in the Service and its content, including its text, graphics, images, look and feel, logos, proprietary content, information, questions and other materials, and all software, documentation, templates, questionnaires ,methodologies, models, charts, reports and any other items used to deliver the Service or made available to you as a result of your use of the Service. The Service is protected by applicable copyright, trade secret, industrial and other intellectual property laws. You acknowledge and agree that NatureTrak owns all right, title and interest in and to the Service (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto), and you agree not to take, or fail to take, any action(s)inconsistent with such ownership interests. You do not acquire any rights or licenses under any of NatureTrak’s (or its licensors’) patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms of Service or use of the Service.
- Your Responsibilities and Restrictions.
a. Access and Use. In order to use the Service, you will be required to become a registered user of the Service by creating an account (“Account”).When you register, you must choose a user name and a password. You will be responsible for maintaining the confidentiality of your user name and password .You will immediately notify NatureTrak if you become aware that a password is lost, stolen, disclosed to an unauthorized third party, or otherwise compromised. You will be responsible for any and all activities made under your Account. You will (a) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify NatureTrak promptly of any such unauthorized access or use, (b) comply with all applicable laws in connection with using the Service.
b. Restrictions on Use. You will not (a) modify, copy or create derivative works based on the Service; (b) create internet “links” to or reproduce any content forming part of the Service, other than for its own internal business purposes; (c) disassemble, reverse engineer, or decompile the Service or parts thereof, or access it in order to copy any ideas, features, content, functions or graphics of the Service; (d) interfere with or disrupt the integrity or performance of the Service; (e) send or store viruses or malicious code via the Service; (f) attempt to gain unauthorized access to the Service or its related software, systems, platforms or networks; (g) use any components provided with the Service separately from the Service; (h) use any robot, spider, scraper, deep link or other automated data gathering or other extraction tools, program, algorithm or other methodology to access, acquire, copy or monitor any portion of the Service; (i) conduct any tests or analysis on the security or performance of the Service without NatureTrak’s prior written consent or publicly disclose the results of any such tests or analysis; or (j)use the Service to develop any works which are functionally comparable or competitive to the Service.
c. Your Systems. You agree and understand that You are solely responsible for the infrastructure, including all hardware, systems, internet connectivity and software required for you to connect to and access the Service (“Your Systems”). Your Systems shall be provided and managed by You, and You shall be responsible for their maintenance, physical security, cybersecurity, network components (switches, routers, cabling, etc.), data storage capacity, and disaster recovery procedures. You are solely responsible for verifying if any third party hardware and/or software comprising Your Systems is compatible with the Service. To the extent NatureTrak’s provision of the Service requires data, documents, information or materials of any nature to be furnished, in whole or in part, by You or your employees, agents, contractors, representatives, you will cause such employees, agents, contractors, and representatives to furnish such data, documents and information in a manner which permits NatureTrak to provide the Service as contemplated herein.
- Compliance. You agree that: (a) you will only use the Service in full compliance with all applicable laws and regulations of the jurisdiction in which you use the Service and all applicable federal laws, except those federal laws and regulations related to marijuana, in which case you will use the Service in accordance with guidance then issued by the United States Treasury Department, 2014 FinCEN memo, notwithstanding Executive Order issued October 9, 2019 on the Rule of Law, as well as California Department of Oversight guidance on cannabis banking; (b) you will only use the Service as provided for in these Terms of Service; and (c) you will not use the Service for fraudulent purposes or to engage in any offensive, indecent or objectionable conduct.
- Electronic Delivery. You acknowledge and agree that all notices and communications relating to the Service may be delivered electronically through the Service and are deemed delivered when made available for access you. You acknowledge and agree that your election to use the Service is not contingent on the delivery of any future functionality or features and is not dependent on any oral or written public comments made by NatureTrak.
- Third Party Providers. You acknowledge and agree that in providing the Service, NatureTrak may utilize the services of one or more third party services providers to host the Service. You understand and agree that the availability of the Service, or certain features and functions thereof, is dependent on the corresponding availability of these third party service providers. NatureTrak will not be liable to you or any third party in the event that unavailability of the Service is caused by the acts or omissions of an applicable third party service provider. NatureTrak may change its third party service providers in its reasonable discretion at any time.
- Feedback. NatureTrak encourages you to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to the Service (collectively, “Feedback”). If you provide such Feedback, you acknowledge and agree that such Feedback shall be solely and exclusively owned by NatureTrak, and NatureTrak shall have the right to use and exploit such Feedback without restriction.
a. Warranty Disclaimers. Except as expressly set forth herein, THE Service and ANY OTHER TECHNOLOGY OR INFORMATION PROVIDED OR LICENSED by NatureTrak UNDER these Terms of SErvice ARE PROVIDED ON AN “AS IS” BASIS. Except as expressly set forth herein, NatureTrak MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF ACCURACY, COMPLETENESS, NONINFRINGEMENT, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMMERCIAL UTILITY, SCOPE, OR TITLE WITH RESPECT THERETO.
b. Marijuana Disclaimers. MARIJUANA IS A SCHEDULE I CONTROLLED SUBSTANCE UNDER THE UNITED STATES CONTROLLED SUBSTANCES ACT, 21 USC§ 801, ET SEQ., ENGAGING IN FINANCIAL ACTIVITIES OR BUSINESS RELATED TO MARIJUANA IS AT YOUR OWN RISK, AND THE USE OF THE SERVICE WILL IN NO WAY RESULT IN COMPLIANCE WITH UNITED STATES FEDERAL LAW. NATURETRAK HAS MADE NO REPRESENTATION TO THE CONTRARY, DESPITE YOUR USE OF THE SERVICE, OR YOUR COMPLIANCE WITH APPLICABLE STATE LAW AND CURRENT UNITED STATES FEDERAL ENFORCEMENT PRIORITIES AND GUIDELINES RELATED TO MARIJUANA. ALTHOUGH MANY STATES HAVE LEGALIZED MARIJUANA IN SOME WAY, THE CULTIVATION, MANUFACTURING, DISTRIBUTION, POSSESSION, TRANSPORTATION, AND TESTING OFCANNABIS AND ASSISTING WITH OR CONSPIRING TO DO THE SAME REMAINS ILLEGAL UNDER U.S. FEDERAL LAW, AND NATURETRAK HAS MADE NO REPRESENTATION TO THE CONTRARY. IT IS YOUR RESPONSIBILITY TO ENSURE COMPLIANCE WITH THE LAWS OF THE JURISDICTIONIN WHICH YOU USE THE SERVICE. NATURETRAK AND THE SERVICE ARE DESIGNED TO ASSIST YOU WITH COMPLIANCE, BUT YOU REMAIN RESPONSIBLE AT ALL TIMES FOR YOUR ACTIONS AND OMISSIONS, THE ACTIONS AND OMISSIONS OF YOUR EMPLOYEES AND ULTIMATELY FOR YOUR COMPLIANCE OR NON-COMPLIANCE WITH ANY LAW, FEDERAL, STATE OR LOCAL. NATURETRAK HAS NO OBLIGATION TO DEFEND, RELEASE OR HOLD YOU HARMLESS FROM ANY CIVIL, CRIMINAL, OR ADMINISTRATIVE INVESTIGATIONS, PROCEEDINGS OR PENALTIES THAT MAY RESULT FROM YOUR USE OF THE SERVICE, OR FOR ANY OF THE SAME DESPITE YOUR USE OF THE SERVICE.
c. Legal Advice. NATURETRAK and/or the SERVICE DOES NOT PROVIDE OR OTHERWISE CONVEY LEGAL ADVICE. ONLY AN ATTORNEY MAY GIVE LEGAL ADVICE AND NATURETRAK MAKES NO REPRESENTATION THAT IT IS AUTHORIZED TO GIVE LEGAL ADVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, NATURETRAK DISCLAIMS, AND you WAIVE, ALL LIABILITY WITH RESPECT TO ACTIONS you MAY TAKE OR NOT TAKE BASED ON your USE OF THE SERVICE. FOR CLARITY, NATURETRAK DOES NOT PROVIDE LEGAL ADVICE AND IT RECOMMENDS THAT you SEEK PROFESSIONAL LEGAL COUNSEL TO UNDERSTAND THE FULL LEGAL IMPLICATIONS OF ANY APPLICABLE GOVERNMENTAL REGULATIONS AND LAWS, AND OF ANY COURSE OF ACTION you CHOOSE TO TAKE OR NOT TO TAKE AS WELL AS TO UNDERSTAND these Terms of Service.
d. Assumption of Risk. You ASSUME ALL RISKS KNOWN AND UNKNOWN, FORESEEABLE AND UNFORESEEABLE, IN ANYWAY CONNECTED WITH your USE OF THE SERVICE. Except as otherwise expressly set fortH herein, you accept RESPONSIBILITY FOR ANY LIABILITY, PROSECUTION, OR DAMAGE IN ANY WAY CONNECTED WITH Your USE OF THE SERVICE OR ANY PART THEREOF. YOU RETAIN SOLE RESPONSIBILITY FOR ENSURING Your ACTIONS ARE COMPLIANT WITH APPLICABLE LAWS. You WAIVE ALL CLAIMS AGAINST NATURETRAK, ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, SUCCESSORS, MANAGERS, MEMBERS, AGENTS, AFFILIATES, AND ASSIGNS, ARISING OUT OF ANY ACTIVITIES THAT you CHOOSE TO UNDERTAKE. You FULLY COMPREHEND AND ACCEPT ALL OF THE RISKS ASSOCIATED WITH your USE OF THE SERVICE.
- Limitations of Liability.
a. No Consequential or Indirect Damages. NatureTrak and its AFFILIATES (INCLUDING THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, DISTRIBUTORS AND AGENTS), WILL NOT BE LIABLE to you FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR CORRUPTION OR LOSS OF DATA OR COSTS OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH your USE OF OR INABILITY TO USE THE SERVICE, SUPPORT, DOCUMENTATION, THIRD PARTY OFFERINGS, CONTENT, ANY SERVICES, OR ANY TRANSACTION CONTEMPLATED BY these Terms of Service, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES.
b. Limit on Direct Damages. NATURETRAK'S (AND ITS AFFILIATES’, EMPLOYEES’, OFFICERS’, DIRECTORS’, CONTRACTORS’, DISTRIBUTORS’ AND AGENTS’) AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE WILL BE LIMITED TO DIRECT DAMAGES ONLY NOT EXCEEDING ONE THOUSAND U.S. DOLLARS ($1,000.00).
- Indemnification. You shall indemnify, defend, and hold harmless NatureTrak and its affiliates, and their respective officers, directors, employees, agents or representatives from any and all claims, lawsuits or liability, including attorneys’ fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising from (a) your wrongful or negligent acts, errors or omissions or those of your employees, agents, or contractors, (b) your use of the Service in a manner not authorized or contemplated by these Terms of Service, and/or (c) your violation of applicable law. You will not be required to indemnify and hold us or any other indemnified party harmless from and against any applicable claims or demands to the extent resulting from NatureTrak’s own negligent conduct.
- Dispute Resolution.
a. Negotiation. In the event of a dispute relating to these Terms of Service or the Service, you and NatureTrak will first attempt in good faith to resolve each controversy or claim within sixty (60) days by negotiations between each of our authorized representatives who have settlement authority. The disputing party will give the other party written notice of the controversy or claim in accordance with Section 15(e) below. The other party will submit a response within twenty (20) days after receiving the applicable notice.
b. Binding Arbitration. If the controversy or claim has not been resolved within ninety (90) days of the disputing party’s notice, except for disputes relating to the infringement of NatureTrak’s intellectual property rights or your access or use of the Service in violation of these Terms of Service, each such controversy or claim shall be resolved by binding arbitration, rather than in court.
c. No Judge or Jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms of Service as a court would.
d. Arbitrator and Rules. The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings shall be governed by the AAA Commercial Arbitration Rules. These rules can be found on the AAA website at www.adr.org.
e. Initiating Arbitration. To begin an arbitration proceeding, either party must send a notice of dispute, in writing, setting forth the name, address and contact information, the facts of the dispute and relief requested.
f. Format of Proceedings. The arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions. Otherwise, the exclusive venue for any arbitration will be Sacramento, CA.
g. Fees. If you initiate arbitration, your arbitration fees will initially be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, each party shall pay its own AAA and arbitrator’s fees and expenses. If the arbitrator finds an arbitration initiated by you to be frivolous or brought for an improper purpose, then you agree to pay all costs and expenses connected to the arbitration.
- Notice to California Users. Under California Civil Code Section 1789.3, users located in California are entitled to the following consumer rights notice: If a user has a question or complaint regarding the Service, please send an email to email@example.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at+1 (916) 445-1254 or +1 (800) 952-5210.
- Independent Contractors. Nothing in these Terms of Service shall be deemed to create an agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship of any kind between us and any user.
- Non-Waiver. Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of the applicable right or provision.
- Severability. These Terms of Service operate to the fullest extent permissible by law. If any provision or part of a provision of these Terms of Service is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.
- Governing Law; Jurisdiction and Venue. These Terms of Service, whether interpreted in a court of law or in arbitration, shall be governed by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California by California residents regardless of your country or state of origin or where you access the Service, and without regard to conflict of law principles or the United Nations Convention for the International Sale of Goods. To the extent that any lawsuit or court proceeding is permitted hereunder, you agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Sacramento, California for the purpose of litigating all such claims or disputes.
- Entire Agreement. These Terms of Service constitute the entire agreement between you and NatureTrak with respect to the Service, and supersede any and all prior agreements, negotiations, or other communications, whether oral or written, with respect to the subject matter hereof.
- Severability. In the event that any provision of these Terms of Service is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from these Terms of Service; and (b) the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby.
- Force Majeure. You acknowledge and understand that if NatureTrak is unable to provide the Service as a result of a force majeure event NatureTrak will not be in breach of these Terms of Service. A force majeure event means any event beyond the reasonable control of NatureTrak.
- Assignment. You may not assign these Terms of Service or any of your rights or obligations hereunder without the prior written consent of NatureTrak, whether expressly or by operation of law, including in connection with a merger or change of control, and any such attempted assignment shall be void and of no effect. NatureTrak may assign these Terms of Service without restriction.
- Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided in these Terms of Service or by law shall not constitute a waiver of that right, power or remedy. NatureTrak’s waiver of any obligation or breach of these Terms of Service shall not operate as a waiver of any other obligation or subsequent breach of these Terms of Service.
- Contact Information. If you have any questions, comments, concerns, complaints or claims with respect to the Service or other users of the Service, please contact us as indicated below. Our contact information by email is firstname.lastname@example.org.