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User Agreement
I. Introduction
Welcome to WoodPlanet.com, a forest products sourcing and selling service provided by Woodplanet, Inc., a corporation organized and operating under the laws of Massachusetts. This agreement governs your use of our service. By visiting or using any services provided by WoodPlanet.com, you agree to abide by these terms any time you use our service. Clicking on the "submit" button in service related forms on WoodPlanet.com is the equivalent of signing this contract and makes it legally binding.
II. Capacity to contract and Consideration
If you are an individual, you warrant you are 18 years of age or older and have valid legal capacity to enter into and perform your obligations under this Agreement. If you are a representative of a company or entity, you warrant you have the requisite power and authority to enter into this Agreement on behalf of the company or entity.
III. Information Veracity, Access, and Limited License
A. You warrant that any and all information that you provide when using the WoodPlanet.com system is, to the best of your knowledge, true and correct.
B. Access to our services through your account is limited to you as a single user. You may not allow others other than yourself to use your account or your password without the express written permission of Woodplanet, Inc. You may not log on with multiple simultaneous sessions even if you are the only person using the sessions.
C. The WoodPlanet.com system and much of the information made available through this service is proprietary information. Woodplanet, Inc. or its suppliers own the intellectual property and other contractual rights (including access rights) associated with the system and the information accessed through the system. Proprietary information includes but is not limited to
1. data accessible through the service,
2. the computer software used by our system,
3. documentation for our system and databases,
4. the end user interface for our system
5. the name of our system
6. many of the features of our system, including its "look and feel" and
7. collective works comprising our databases.
D. As a user, you are granted a limited, non-exclusive, non-assignable and non-transferable license to access and use the WoodPlanet.com system and the information in it. You may not permanently store or redistribute any information accessed through our system. You may not modify, adapt, translate, distribute, reverse engineer, decompile or dissemble any proprietary component or information associated with or accessed through our system.
IV. Security
You are responsible for maintaining confidentiality of passwords, user names and account information provided in connection with this service. If you allow someone else access to your account, other than as is permitted in Section III(B), your account may be terminated, and we will have the right to hold you liable for all unauthorized use of our services via your account. You agree to immediately notify WoodPlanet.com of any unauthorized use of passwords, user names or accounts. Notifications of such breaches should be immediately emailed to info@WoodPlanet.com with the subject line "Security Breach Notification."
V. Privacy
This service is subject to the privacy statement posted at www.WoodPlanet.com/privacy.cfm. With the exception of the limitations that are expressly set forth within this privacy statement, you agree that WoodPlanet.com may make available to third parties any information that you provide during your use of the web site.
VI. Disclaimers of Warranties and Liability
You acknowledge that
A. WoodPlanet.com serves only as a conduit providing you with access to information which may be owned by or provided by third parties.
B. WoodPlanet.com is not responsible for
1. the content, quality, integrity, performance, or any other aspect of the information provided or transmitted by this service;
2. errors or problems related to transmission of data;
3. any damages, consequential or incidental, arising out of use of this service.
C. WoodPlanet.com and its suppliers make no warranties of any kind, express or implied, in connection with this service. We make no warranties of non-infringement, accuracy or completeness or any other warranties concerning the information accessible through our system. This service is provided with all faults, and the entire risk as to satisfactory quality, performance, accuracy and effort is with you, the user. There is no warranty that any information, our efforts, or the system meets any standards of merchantibility or will fulfill any of particular purposes or needs even if we have been notified of your purposes or needs.
D. WoodPlanet.com makes no warranty of ability to deliver timely or accurate services.
VII. Indemnification
In addition to indemnification or liability provisions in other sections of this agreement, you hereby agree to indemnify, defend and hold harmless Woodplanet, Inc., its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorney's fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "losses"), in so far as such losses (or actions in respect thereof) arise out of, are related to, or are based on or reasonably related to the breach of any representation, warranty, obligation or covenant agreed to by you in this agreement. This clause shall also be effective against your heirs, assigns, or representatives.
VIII. Damages and relief
You acknowledge your breach of any provision of Section III (Information Veracity, Access and Limited License) of this agreement by you will constitute immediate and irreparable damage to WoodPlanet.com, which cannot be adequately compensated solely by money damages, and will warrant preliminary and other injunctive or equitable relief in addition to money damages. You also consent to the issuance of such equitable relief and agree no bond or other security shall be required for Woodplanet, Inc. to obtain any such equitable relief. This provision does not limit any other enforcement actions or remedies which may be available for breach of any provision of this agreement.
IX. Modification clause
The terms of this agreement, including the rate schedule and available services, are subject to change at www.WoodPlanet.com's discretion without prior notice. Notice of changes of terms will be provided by modification of this page or linked pages and updating the revision date for this page or linked pages. Continued use of this service after the revision date of this page or a linked page is updated indicates agreement to the changes.
X. Change to and/or termination of membership
A. You may change or discontinue your free membership at any time by providing an email notice to info@WoodPlanet.com that indicates your request for a change or cancellation or by completing appropriate change or cancellation forms on the web site.
B. You may discontinue or cancel any paid memberships after a minimum of three months of continuous service on www.WoodPlanet.com. Cancellation must be requested in writing, by email or fax.
C. WoodPlanet.com has the right to suspend, deactivate or cancel your account at any time for any reason. We also have the right to delete, modify, or choose not to distribute any information related to your account on our system. If your services change, you may cancel your account, or we may suspend, deactivate or cancel your account, but you will not receive any refund of fees that had been previously paid, and you will remain liable for any charges that may accrue prior to the termination of your account. Where rates are based on a monthly or annual fee, you will be liable for charges for the month in which your account is terminated.
XI. Construction of this agreement
A. The terms and conditions included or incorporated by reference in this agreement constitute the entire agreement between the parties on the subjects covered by this agreement.
B. This agreement shall be binding upon the original parties, and their successors. However, you may not assign your subscription to anyone else.
C. This agreement shall be construed as a whole and not in favor of either party. For example, no provision shall be construed against the party responsible for the language of the provision. Each provision shall be given its fair meaning. The paragraph headings have been added for convenience and shall not be used to interpret the agreement.
D. The rights, remedies and obligations under this agreement are cumulative. The exercise of any rights and remedies under this agreement or any other agreement shall not preclude or waive the right to exercise any and all other rights and remedies. A failure of a party, intentional or otherwise, to exercise in any instance any right under this agreement or any other agreement or law does not constitute a waiver of any rights related to any other instance. Any waiver of rights by www.WoodPlanet.com must be made in a signed writing by an authorized agent.
E. Severability and Substitution - If any part of this agreement is determined to be invalid or unenforceable, including but not limited to, the warranty disclaimer and liability limitations, the remainder of the agreement shall continue in effect and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision.
F. Choice of law - This agreement shall be governed by the laws of the United States and the Commonwealth of Massachusetts and the parties expressly agree to waive any choice of law rules which would result in the application of any other law to the construction or validity of this agreement.
G. Choice of forum - The parties agree to jurisdiction and venue exclusively in state court in Cambridge District, Middlesex County, Massachusetts, for any litigation arising out of or related to this agreement. In actions related to this agreement where federal courts have exclusive jurisdiction, the parties agree to jurisdiction and venue exclusively in the federal courts in the District of Massachusetts.
XII. Independent Investigation
You acknowledge that you have read this agreement and freely and voluntarily agree to all its terms and conditions without modification. You have independently evaluated the desirability of entering into this agreement and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
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