Fill and Sign the 30 Form Click on Terms and Conditions

-2- § 8.30 Form: Click-On Terms and Conditions Terms and Conditions of Use Agreement I ACCEPT I DO NOT ACCEPT The Gardening Network is an on-line information and communication service provided by XYZ Corporation ("XYZ") which is aimed at the gardening equipment resale market. Your use of the Gardening Network signifies Your agreement to the Terms and Conditions (as defined below). 1. YOU ACKNOWLEDGE AND AGREE THAT ON BEHALF OF YOURSELF AND YOUR EMPLOYER YOU HAVE READ THIS AGREEMENT CAREFULLY AND THAT IF APPLICABLE YOUR EMPLOYER HAS INFORMED YOU OF THE RELEVANT PROVISIONS OF THE SERVICE AND LICENSE AGREEMENT ("LICENSE AGREEMENT") WHICH IT MAY HAVE ENTERED INTO WITH XYZ. The provisions hereof along with the applicable provisions of the License Agreement are referred to as the "Terms and Conditions." If You do not agree to the Terms and Conditions, You may not access or otherwise use the Gardening Network and should use Your browser's "Back" button to exit the Gardening Network. 2. XYZ may monitor Your use of the Gardening Network, and may freely use and disclose any information and materials received from You or collected through Your use of the Gardening Network for any lawful reason or purpose. XYZ may remove from the Gardening Network any postings which XYZ deems inappropriate or unsuitable, without notice or liability. 3. XYZ reserves the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes in the Agreement will be posted on the Gardening Network. 4. The Gardening Network is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. All materials contained on the Gardening Network ("Content") are protected by copyright, and are either owned, controlled or licensed by XYZ. You will abide by any and all additional copyright notices, information, or restrictions contained in any Content. Unless otherwise explicitly stated on the Gardening Network, You may print but may not otherwise download the Content without the express written consent of XYZ, provided -2- that You maintain all copyright and other notices contained in such Content. 5. XYZ may change, suspend or discontinue any aspect of the Gardening Network at any time, including the availability of any Gardening Network feature, database, or Content. XYZ may also impose limits on certain features and services or restrict Your access to parts or all of the Gardening Network without notice or liability. 6. You represent, warrant and covenant that: (a) You are of the age of majority in Your state and (b) You shall not upload, post or transmit to or distribute or otherwise publish through the Gardening Network, any material which (i) restricts or inhibits any other user from using or enjoying the Gardening Network, (ii) in XYZ's discretion is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (iv) violates, plagiarizes or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (v) contains a computer virus or other harmful component, (vi) constitutes or contains false or misleading indications of origin or statements of fact. 7. You acknowledge that equipment ("Equipment") and technical data (such as specifications, images, plans, and information on use, access, deployment, or functionality) of such Equipment ("Technical Data") presented on the Gardening Network may be subject to the export control laws and regulations of the United States and to the import control laws and regulations of foreign countries or jurisdictions. You represent and warrant that, if necessary, You will obtain prior written authorization from the Bureau of Export Administration of the United States Department of Commerce or other relevant agency of the United States Government, regarding any export or re-export, directly or indirectly (including by disclosing to a foreign national), of Equipment or Technical Data to (i) any country destination to which export is restricted by the Export Administration Regulations of the United States Department of Commerce; (ii) any country subject to sanctions administered by the Office of Foreign Assets Control, United States Department of the Treasury (including but not limited to its list of Specially Designated Nationals); or (iii) such other countries to which export is restricted by any other United States government agency. You further agree that You are solely -2- responsible for compliance with U.S. export laws as well as the import laws and regulations of the country of destination of the export, and any other import requirement related to a permitted export; and You represent and warrant that You are solely responsible for any claims, litigation or other actions arising from Your non-compliance with any of the foregoing export or import laws, whether foreign or domestic. If You are a seller placing Technical Data regarding Your Equipment on the Gardening Network, You warrant and represent that such Technical Data (i) complies with the foregoing laws and regulations; (ii) does not contain any restricted Technical Data; and (iii) will not cause XYZ or the Gardening Network to be deemed an exporter of restricted Technical Data. You further warrant and represent that neither the United States Bureau of Export Administration nor any other federal agency has suspended, revoked or denied Your export privileges and that you are not located in, under the control of, a resident of, or a national of any of the embargoed countries. 8. You hereby agree to indemnify, defend and hold XYZ, and any of its officers, directors, owners, agents, employees, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs, including, without limitation, regulatory penalties, attorneys fees and costs incurred by the Indemnified Parties in connection with any claim arising out of Your use of the Gardening Network or any breach by You of the Terms and Conditions, including, but not limited to, all liability and costs to XYZ for Your infringement of any of Your warranties, representations or acknowledgments herein. You shall cooperate as fully as reasonably required in the defense of any claim. XYZ reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and You shall not in any event settle any matter related hereto without the written consent of Company. 9. The Gardening Network may contain links and pointers to other World Wide Web Internet sites, resources, and sponsors of the Gardening Network. Links to and from the Gardening Network to other third party sites, maintained by third parties, do not constitute an endorsement by XYZ or any of its subsidiaries or affiliates of any third party resources, or their contents. 10. XYZ does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Gardening Network. You acknowledge that any reliance upon any such opinion, advice, -2- statement, memorandum, or information shall be at Your sole risk. XYZ reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Gardening Network. 11. XYZ does not and cannot review all materials posted to the Gardening Network, and XYZ is not responsible for any such materials posted by users. However, XYZ reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in XYZ's sole discretion are objectionable or in violation of the Terms and Conditions. 12. The Gardening Network, including all Content, software, functions, materials and information made available on or accessed through the Gardening Network, is provided "as is." To the fullest extent permissible by law, XYZ and its subsidiaries and affiliates make no representation or warranties of any kind whatsoever for the Content or the materials information and functions made accessible by the software used on or accessed through the Gardening Network, for any products or services or hypertext links to third parties or for any breach of security associated with the transmission of sensitive information through the Gardening Network or any hyperlinked site. XYZ AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, NON- INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. XYZ DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE GARDENING NETWORK OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE GARDENING NETWORK OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. XYZ and its subsidiaries and affiliates shall not be liable for direct or any indirect damages related to Your use of the Gardening Network, including without limitation, the Content and any errors contained therein. 13. By posting messages, uploading files, inputting data or engaging in any other form of communication (individually or collectively "Communications") on or to the Gardening Network, You hereby grant to XYZ a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to -2- use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Communications, in all media now known or hereafter developed. You hereby waive all rights to any claim against XYZ for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications. 14. You acknowledge that transmission to and from the Gardening Network are not confidential and Your Communications may be read or intercepted by others. You acknowledge that by submitting Communications to XYZ, no confidential, fiduciary, contractually implied or other relationship is created between You and XYZ other than pursuant to the Terms and Conditions. 15. This agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this agreement shall be an appropriate state or federal court located in the state of New York. 16. The Terms and Conditions constitutes the entire agreement between XYZ and You with respect to Your use of the Gardening Network. Any cause of action You may have with respect to Your use of the Gardening Network must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Terms and Conditions, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Terms and Conditions, and the remainder of the Terms and Conditions shall continue in full force and effect.