Website TermsLast Updated: May 1, 2018
THIS IS A LEGALLY BINDING AGREEMENT AND AFFECTS YOUR RIGHTS
Terms and Conditions
A. Agreement Binding
The pages, facilities, services (including without limitation purchasing products or services through a Website), and capabilities of or accessible through the Websites (the “Service”) provided by us are designed to let you and any company or other entity on whose behalf you act by accessing or using the Website, Services, and/or products provided by us through the Website and/or Services (the “End User”, “you”, or “your”) and others communicate with us and access data, information, tools, services, and other materials (all of this material is collectively called the “Content”). In some cases you may be able to create and publish original materials, such as through bulletin boards and discussion forums; such materials are also Content. From time to time, other page- or application-specific access policies or agreements (“Restricted Access Policies”) may be provided to you (by hyperlink, pop-up, agreement, logon notice, mail, or otherwise). The terms of any Restricted Access Policy notified to you by us (by hyperlink, pop-up window, mail, e-mail, or other communication) are incorporated herein by reference. These Terms and Conditions and the Restricted Access Policies (collectively, this “Agreement”), set out the terms and conditions of access to and use of the Service. You agree that all agreements, notices, disclosures, and other communications that we provide electronically satisfy any legal requirement that such communication be in writing (“Electronic Communications”). You further agree that any Electronic Communications we provide to you are deemed to be given and received on the date we transmit any such electronic communication as described in this Agreement.
B. Agent for Notice of Claimed Copyright Infringement
We respect the intellectual property rights of authors. To assist copyright owners, we have appointed an agent to receive notifications of claims of copyright infringement regarding materials available or accessible on, through, or in connection with our services. Any person authorized to act for a copyright owner may notify us of such claims by contacting the following Agent: General Counsel, Pinnacle Agriculture Holdings, LLC, 1880 Fall River Drive, Suite 100, Loveland, Colorado 80538; Phone: (901) 462-2774; General Counsel@pinnacleag.com and providing all relevant information, including a description of the copyrighted work that you claim has been infringed upon, a description of where such material is located on the Website, a statement 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 made by you under the penalty of perjury that the information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner, your address, telephone number and email address and a physical signature of the person authorized to act on behalf of the copyright owner. The contact information for the Agent is also available from the Register of Copyrights.
C. Monitoring and Control of Material
Use, posting, transmission, modification, display, and copying of Content is solely the responsibility and risk of the End User. We reserve the right, but undertake no commitment or have any obligation, to monitor or otherwise review the use of the Service or the Content available or accessible on, through, or in connection with any Website or the Service. We have adopted and implemented a policy of terminating the accounts of those that are or in our judgment appear to be repeat infringers of the copyright rights of others or otherwise violate this Agreement. Additionally, this site will accommodate and will not interfere with standard technical measures of copyright owners to identify or protect their copyrighted works. Without limitation, this may mean that materials accessed or posted by you will be subject to the scrutiny of such standard technical measures. We may not exercise control over these measures, and do not guarantee the privacy of your information against such scrutiny. If we receive actual notice of infringement, or a notification complying with 17 U.S.C. 512(c)(3) from a copyright owner’s authorized representative, we may remove or disable access to infringing materials. We also reserve the right to remove or disable materials if, in our sole judgment, the material is likely to infringe the rights of a third party, whether or not actual notice or 512(c)(3) notice has been received. Notices and opportunity to respond will be provided where required by law, but we undertake no obligation to provide notices other than as legally required.
2. ACCESS AND ACTIVITY
A. License and Access.
Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Service. As between you and us, all Content, other than Content provided by you, included in or made available through the Service, such as text, graphics, logos, button icons, images, audio clips and data compilations are our or a third party’s property and are protected by United States and international copyright laws. All rights not expressly granted to you in this Agreement are reserved and retained by Pinnacle or its licensors, suppliers, publishers, rights-holders, or other Content providers. No Content of any Website, nor any part of any Website, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not misuse the Website. You may use the Website only as permitted by law. The licenses granted by us terminate automatically if you do not comply with this Agreement.
B. Express Limitations
(1.) End User assumes all risks regarding the determination of whether any Content is subject to the intellectual property right of a third party, is in the public domain, or is otherwise subject to limitations by contract or law.
(2.) End User may not download, access, copy, decompile, compile, manipulate, or otherwise obtain or use any of the data, information, or other Content made available on or through the Service for any purposes other than End User’s individual evaluation of discrete Content for the purposes for which it is provided by us.
(3.) You will not use the Website for any use other than the business purpose for which it was intended. You will not take any of the following actions with respect to the Website or the server nor will you use our Website to upload, post, email, distribute, transmit, link, solicit or otherwise make available any content or use the Website in any manner that: (i) uploads or transmits any unsolicited advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation, commercial or otherwise; (ii) decompiles, uses reverse engineering, disassembles, derives the source code of or decrypts the Website or server hosting the Website; (iii) manipulates or otherwise displays the Website by using framing, mirroring or similar navigational technology or directly links to any portion of the Website other than the Homepages; (iv) uses any robot, spider, scraper or other automatic or manual means to access the Website or copies any content or information on the Website; (v) removes, obscures, or alters any proprietary notices (including any notice of copyright or trademark) of Pinnacle or its affiliates, partners, suppliers or the licensors; (vi) modifies, adapts, improves, enhances or makes any derivative work from the Website; (vii) disables, overburdens, impairs or otherwise interferes with or interrupts the Website or any hardware, software, system or network connected with the Website; (viii) probes, scans, or tests the vulnerability of or breaches the authentication measures of the Website or any related networks or systems; (ix) interferes with any other party’s use and enjoyment of the Website; (x) infringes the copyright, trademark or any proprietary rights or discloses a trade secret or confidential information in violation of a confidentiality or non-disclosure agreement; (xi) compiles, uses, downloads or otherwise copies any user information or any portion thereof, or transmits, provides or otherwise distributes (whether or not for a fee) such information to any third party; (xii) is fraudulent, malicious or unlawful, unauthorized or contains defamatory or illegal information, images, materials or descriptions; (xiii) promotes or provides instructions for illegal activities; (xiv) encourages any conduct that would constitute a criminal offense or that gives rise to civil liability; (xv) disseminates viruses or other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware; (xvi) attempts to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means; or (xvii) accesses systems, data or information not intended by Pinnacle to be made accessible to you. Use of the Websites is limited to persons eighteen (18) years of age or older.
C. Limitations and Obligations Regarding Passwords and Account Information.
A. Compliance with Law and Rules.
End User agrees not to publish on the Service, or display or make available through any other aspect of the Service, any Content that (i) violates or infringes upon the rights of any others (including without limitation the right of privacy or the right of publicity, copyright, or trade secrets), (ii) may be illegal, infringing of intellectual property, abusive, profane, obscene, immoral, indecent, threatening, slanderous, defamatory, invasive of privacy, libelous, scandalous, offensive to an average person, or otherwise injurious to a third person (iii) is derogatory toward any other End User, (iv) contains or triggers any virus or other software or code that may harm, interfere with, or alter the operation of any equipment, software, data, or Content of Pinnacle, any End User, or any third party, (v) consists of or contains political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam", (vi) violates any law, regulation, or regulatory advisory opinion, including particularly, but without limitation, those in the areas of antitrust, fair trade and competition, and securities laws and any guidelines or rules of the United States Federal Trade Commission, including but not limited to FTC 16 CFR Part 255, regarding truth-in advertising and disclosure requirements, or (vii) otherwise violates the rules and restrictions set forth in Section 2(B)(3) above. End User agrees not to solicit the performance of any activity that is prohibited by law or to solicit through the Service other end users to become end users or purchasers of competitive services or goods. End User agrees to comply with all applicable laws, rules and regulations in connection with this Agreement. End User agrees to not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of content.
B. Content Review and Control.
No information or Content published is privileged or confidential from us in any manner. By publishing such Content, End User waives and agrees to waive any such rights of confidentiality, privilege, or privacy as may apply. End User agrees that we are under no obligation to control or monitor Content published by other end users or third parties. In the event that we are made aware of a potential violation of the terms of this Agreement, we shall take such investigative and remedial measures as we deem in our sole discretion to be appropriate.
C. Discretion of Pinnacle.
We and our authorized representatives reserve the right in our sole discretion to edit or delete any information, software or other content appearing on the Service, regardless of whether it violates applicable standards for Content, for any reason. End User agrees that the final determination regarding whether Content published or sought to be published in connection with the Service falls within a prohibited category under this Section 3 rests solely with us and those whom we may authorize. Violations of any provision of this Agreement, including without limitation the provisions of this Section 3, may be dealt with in our sole discretion by removal of violating Content without notice, denial or suspension of access, reporting to government authorities, or any such other remedies or actions as may be otherwise legally available to us or any aggrieved party, including the provisions of the Digital Millennium Copyright Act, the Computer Fraud and Abuse Act, and the No Electronic Theft Act.
D. End User Responsible.
End User shall be solely responsible for the accuracy and completeness of Content published on the Service by End User or through End User’s account and represents and warrants: (i) that you own or otherwise control all of the rights to the Content that you post; (ii) that the Content is accurate; (iii) that use of the Content you supply does not violate this policy and will not cause injury to any person or entity; and (iv) that you will indemnify us for all claims resulting from content you supply. We take no responsibility and assumes no liability for any content posted by you or any third party.
E. Grant of License.
By using the Service, uploading Content, or sending any Content to Pinnacle (including e-mails, testimonials, and the like), End User irrevocably grants us and our assigns a nonexclusive, royalty-free and fully sublicensable license to use, distribute, display, reproduce, modify, adapt, display, distribute, publish, publicly perform, translate, create derivative works based on the Content published or sent by End User. End User further grants the right to use the End User’s name, image or likeness, and other personal information in connection with the Content published or sent by End User. Such license specifically includes the right by us and our assigns to sublicense and authorize such acts on the part of any other End User of the Service under the terms and conditions set forth herein.
F. Pinnacle Property.
End User acknowledges and agrees that all Content created by or for us and all aspects of the Service (including without limitation, software code, screen views or templates, interfaces, html (or other pertinent language) mark-up, and any other writing or expression) are not within the public domain. End User may not reproduce, redistribute, retransmit, publish or otherwise transfer, or commercially exploit, any Content received or accessed through the Service, except as expressly provided in this Agreement. End User agrees not to use our or a third party’s trademarks, logos, symbols, or any other mark, device, or commercial identifier of or any aspect of the Service without our or a third party’s, as applicable, prior express written consent.
End User acknowledges that the Service may contain Content posted by, owned by, or under the control of third parties and End User is aware that some web pages accessible on or through the Service may through no fault of ours contain material that is unsuitable for minors (persons under 18 years of age). End User agrees to refrain from allowing any information regarding anyone under the age of 18 from being uploaded to the Service.
H. Links to Third Party Sites.
I. Information Accuracy.
We will use reasonable efforts to include accurate and current information on the Website, but there may be occasions when information on the Website contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, availability and other matters. We make no warranties or representations regarding the accuracy of such information and will not be bound thereby. We reserve the right to correct any errors and to update Website information at any time (including after you have submitted your order).
A. Confidentiality Obligations.
End User acknowledges that the password protected areas of Service may contain information of a confidential and sensitive nature. All information accessible in such areas of the Service, except as provided in Section 4(b), below, shall be deemed proprietary and confidential (“Confidential Information”), and End User agrees to treat such Confidential Information as confidential, and to hold it in trust for us. In particular, without limitation, End User will not disclose or allow to be disclosed such information without our express written consent. End User will at a minimum employ the same standards to maintain the confidentiality of the Confidential Information as it employs to protect its own proprietary information and trade secrets.
The restrictions and obligations under this Section 4 concerning confidentiality shall not apply to any portion of the Confidential Information that: (i) is generally known in the form, compilation, organization, on the Service to the general public through no act or failure to act of End User; (ii) may be demonstrated to have been known to End User at the time of the receipt thereof as evidenced by tangible records that existed prior to End User’s obtaining the information from us; (iii) subsequently is obtained rightfully from a third party who lawfully possessed the information and who had the right to make such disclosure, or (iv) is independently developed by End User without assistance of, reference to, or reliance upon Confidential Information.
We may modify this Agreement at any time, and may discontinue or revise any or all other aspects of the Content or Service in our sole discretion and without prior notice. Upon discontinuance or changes to this Agreement, Pinnacle may notify End User by posting a statement on or through the Service and revising the “Last Updated” date at the top of this web page. End User agrees that use of the Service is an acknowledgment and agreement to the terms and conditions of the Agreement, and that continued use of the Service following any revision, amendment, or supplement is sufficient consideration for, and indicates agreement to, such revisions, amendments, or supplements.
Any acknowledgment by us of an e-mail or other communication of the End User that is in any way inconsistent with, or adds to, the provisions of this Agreement is null and void to the extent of such inconsistency. Neither the course of conduct between parties nor trade practice may act to modify the provisions of this Agreement. We may authorize or allow our contractors and other third parties to provide to us and/or to End User services necessary or related to making the Service available and to perform obligations and exercise our rights under this Agreement.
End User’s right to use the Service or to designate users is not transferable and is subject to any limits established by us. End User may not sublicense, assign or transfer this license. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this license is void. We may assign our rights and obligations under this Agreement, in whole or in part, without restriction.
7. EQUIPMENT AND SERVICE PROVIDERS.
End User is responsible for and must provide all telephone, internet, and other hardware and software equipment and services necessary to access the Service and we reserve the right to change the access configuration of a Website at any time without prior notice.
End User agrees to indemnify and hold Pinnacle, including its affiliates and their officers, agents, employees, suppliers, and service providers, harmless from any claims, liability, and expenses, including reasonable attorneys’ fees, whether in tort or in contract, that it or any of them may incur by reason of or arising out of any claim, including claims for copyright infringement, defamation, invasion of privacy, or infringement of rights of publicity, that is made by any third party relating to End User’s breach of the Agreement or any other agreement between End User and us that references this Agreement, violation of any law or regulation or rights of a third party, or to any Content published by End User on the Service. Pinnacle reserves the right, at your expense, to assume the exclusive defense and control of any matter which you are required to indemnify against, and you agree to cooperate in Pinnacle’s defense of such matter. This indemnification obligation shall survive any termination of this Agreement.
10. NO WARRANTIES.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. IN THE EVENT OF A TYPOGRAPHICAL ERROR RELATING TO PRICE OR QUANTITY OF AN ITEM FEATURED, DESCRIBED, OR OFFERED FOR SALE ON THE SERVICE, PINNACLE RESERVES THE RIGHT TO REFUSE TO FILL ANY ORDER OR ORDERS THAT RELY ON SUCH TYPOGRAPHICAL ERROR. ALL PRICES AND GOODS LISTED ON THE SERVICE ARE SUBJECT TO AVAILABILITY AND LIMITED QUANTITIES. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. PINNACLE MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SERVICE AT ANY TIME, WITHOUT PRIOR NOTICE. PINNACLE AND/OR ITS AFFILIATES AND/OR RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE CONTENT, INFORMATION, PRODUCTS AND/OR SERVICES YOU PURCHASE FROM US, SERVICES AND RELATED GRAPHICS CONTAINED ON OR PROVIDED THROUGH THE SERVICE FOR ANY PURPOSE. ALL SUCH CONTENT, INFORMATION, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. PINNACLE AND ITS AFFILIATES HEREBY MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH ANY WEBSITE AND DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS CONTENT, INFORMATION, SERVICES AND RELATED GRAPHICS, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE WEBSITE AND CONTENT IS AT YOUR SOLE RISK. PINNACLE DOES NOT WARRANT OR REPRESENT THAT THE SITE WILL BE FREE OF ERRORS OR VIRUSES OR UNINTERRUPTED.
11. LIMITATION OF LIABILITY.
IN NO EVENT SHALL PINNACLE AND/OR ITS AFFILIATES AND/OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, 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 THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE OR RELATED SERVICES, WITH THE RECEIPT OF INCOMPLETE INSTRUCTIONS OR ORDERS, WITH THE NON-RECEIPT OF INSTRUCTIONS OR ORDERS, WITH THE PROVISION OF OR FAILURE TO PROVIDE PRODUCTS OR SERVICES, OR WITH ANY INFORMATION, PRODUCTS, SERVICES OR RELATED GRAPHICS PROVIDED ON OR OBTAINED THROUGH THE SERVICE, WHETHER OR NOT YOU PAID ANY MONEY OR PROVIDED ANY CONSIDERATION FOR THE FOREGOING, OR OTHERWISE ARISING OUT OF OR RELATED TO THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PINNACLE OR ANY OF ITS AFFILIATES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/ JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO END USER. TO THE EXTENT REQUIRED BY LAW, THE TOTAL LIABILITY OF PINNACLE, AND OUR SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN) AND IF YOU HAVE PAID NO AMOUNT, THEN $50. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU HAVE VIEWED OR USED THE SITE WITH A FULL UNDERSTANDING OF THE LIMITATION OF OUR LIABILITY IN THIS AGREEMENT.
12. BENEFIT OF SECTIONS.
The provisions of Sections 2, 3, 4, 9, 10 and 11 are for the benefit of Pinnacle and its affiliates, officers, directors, employees, and agents; and each shall have the right to assert and enforce such provisions directly on its own behalf against End User.
13. INTERNATIONAL ACCESS, GOVERNING LAW, AND JURISDICTION.
The Websites and the Service is operated by Pinnacle from its offices within the United States of America. We make no representation that the information or Content on any Website is appropriate or available for use in other locations, and access to any Website from territories where the contents of the Website may be illegal is prohibited. Those who choose to access the Website or use the Service from other locations do so, on their own initiative and are responsible for compliance with applicable local laws. By using any Website or the Service, regardless of where you live or are located in the world, you acknowledge and agree that this Agreement is made in Colorado, and shall be governed by and construed in accordance with the laws of Delaware except that no conflicts-of-laws provision shall be invoked so as to use the laws of any other jurisdiction. End User consents to jurisdiction of the courts residing in the State of Colorado, County of Denver for all disputes arising out of or in connection with this agreement, and such courts shall have exclusive venue and jurisdiction over such disputes. By consent and agreement of End User, venue is proper in the courts within Denver County, Colorado.
14. SEVERABILITY AND WAIVER.
If any provision of this Agreement is determined to be invalid, it shall be deemed severed from the remainder of the Agreement to the extent of such invalidity, and all other provisions shall remain in full force and effect. Our failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of Agreement.
This Agreement is effective until terminated by either party. End User may terminate this Agreement at any time by discontinuing use of and access to the Service and destroying all materials obtained from the Service. We reserve the right, in our sole discretion, to terminate or suspend any End User’s password, access, and ability to use the Service at any time, without notice. The provisions of Sections 2(b) - 7 and 9 - 17 shall survive any termination of this Agreement.
16. INJUNCTIVE RELIEF AND TIME LIMIT ON CLAIMS.
End User acknowledges and agrees that any violation of the terms of this Agreement relating to the disclosure, use, copying, distribution, display or publishing of Content (including without limitation, trademarks) may result in irreparable injury and damage to us and our affiliates that may not be adequately compensable in money damages, and for which we and our affiliates will have no adequate remedy at law. End User therefore consents and agrees that we and our affiliates may obtain injunctions, orders or decrees as may be reasonably necessary ensure compliance with this Agreement. End User waives any requirement of bond that may apply for issuance of any injunctions, orders, or decrees. We also reserve the right to seek all remedies available at law and in equity for violations of the rules and regulations set forth under this Agreement or on any Website, including the right to block access from a particular Internet address to any Website. You agree that any claim you may have arising out of or related to your use of any Website, the Service, or your relationship with us must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred.
WE DO NOT ENDORSE, ASSERT OR STAND BEHIND THE TRUTHFULNESS OR RELIABILITY OF OPINIONS, ADVICE OR STATEMENTS GIVEN OR MADE BY ANYONE OTHER THAN AUTHORIZED PINNACLE SPOKESPERSONS IN ANY MANNER ON OR THROUGH THE SERVICE. OTHER END USERS ARE NOT AUTHORIZED PINNACLE SPOKESPERSONS.