1.1 Purpose and Objectives: PlantBioBiz provides a platform for matching members seeking to buy and sell equipment, technologies, and services related to plant biology and plant biotechnology. 1.2 Membership Type: Member's membership type and associated benefits are detailed in Appendix A (Or online at https://plantbiobiz.com/memberships )
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3.1 Account: PlantBioBiz assigns each member a password to access the Service. 3.2 Confidentiality: Member is responsible for maintaining the confidentiality of each password assigned to it. Member is responsible for all activities occurring under Member's password and will indemnify and hold harmless PlantBioBiz from and against any and all claims, damages, and liabilities arising as a result of the use of Member's password. 3.3 Unauthorized Use: Member agrees to immediately notify PlantBioBiz of any unauthorized use of the Service or Member's password. 3.4 Links: PlantBioBiz may provide links to other websites or resources. Member agrees that PlantBioBiz is not responsible for such websites or resources and is not liable for any content, advertising, products, or materials on or available from such sites or resources.
4.1 Legal Compliance and Professionalism 4.1.1 Members must adhere to all applicable laws and regulations. 4.1.2 Impersonation and engaging in illegal activities are strictly prohibited. 4.1.3 Members are required to maintain professionalism and respect in all interactions, and to report any observed misconduct. 4.2 System and Intellectual Property Integrity 4.2.1 The upload or distribution of malicious software is forbidden. 4.2.2 Interfering with network operations or imposing an unreasonable load on the platform's infrastructure is prohibited. 4.2.3 Members must respect copyright laws and are obligated to report any copyright violations. 4.3 Privacy and Confidentiality 4.3.1 Confidential information obtained through the platform must be kept secure and not disclosed to unauthorized parties. 4.3.2 Members must respect the privacy rights of others and refrain from improperly soliciting personal information. 4.4 Honest Representation 4.4.1 All offerings and pricing must be represented truthfully. 4.4.2 False statements or concealing affiliations with entities or individuals are not permitted. 4.5 Service Use and Integrity 4.5.1 The service must be used without disrupting, overburdening, or damaging its functionality. 4.5.2 Unauthorized access to accounts, records, or features of the service is prohibited. 4.5.3 Practices like screen scraping or database scraping for unauthorized data extraction are forbidden. 4.6 Content and Communication Guidelines 4.6.1 Content that is harmful, threatening, abusive, discriminatory, or violates third-party rights is not allowed. 4.6.2 The distribution of harmful content like viruses or engaging in reverse engineering is prohibited. 4.6.3 Members must comply with limitations on content distribution, modification, and commercialization. 4.7 Ethical Use of the Platform 4.7.1 The service must not be used for spam, surveys, contests, pyramid schemes, or unauthorized advertising. 4.7.2 Circumventing security-related features or limitations on service use is not allowed.
5.1 Listing Accuracy: Member shall confirm and ensure the accuracy of all information provided in listings on the platform. PlantBioBiz reserves the right to reject or request modifications to listings at its sole discretion.
6.1 Non-Disclosure of Clients: Member agrees not to disclose other clients on the platform without prior written consent. 6.2 Handling of Confidential Information: Member acknowledges the importance of preserving privacy and agrees to handle confidential information with care. 6.3 Non Disclosure Agreements (NDAs): The vendor is responsible for executing and managing NDAs once engagements move off the platform.
7.1 Details regarding the costs, membership fees, and origination fees associated with this Agreement are outlined in Appendix A attached hereto. 7.2 Non-Refundability: Subscription fees are non-refundable. In the event of termination by the Member for convenience or non-payment, the Member shall not be entitled to a refund of any portion of the already paid membership fees.
8.1 Non-Circumvention Obligation: During the term of this Agreement and for a period of 2 (two) years following its termination or expiration, the Member agrees not to circumvent PlantBioBiz or attempt to directly engage, contract, or transact business with any party or entity introduced, referred, or identified by PlantBioBiz as a potential business opportunity, partner, licensee, or client ("Introduced Party") without the prior written consent of PlantBioBiz. 8.2 Consent for Direct Engagement: If the Member wishes to directly engage, contract, or transact business with an Introduced Party, the Member shall first seek the written consent of PlantBioBiz. PlantBioBiz may grant such consent at its sole discretion. In the event that PlantBioBiz consents to such direct engagement, the Parties shall discuss and agree upon the terms and conditions for PlantBioBiz's participation, compensation, or involvement in such direct engagement. 8.3 PlantBioBiz's Right to Compensation: In the event that the Member breaches this Non-Circumvent Clause by directly engaging, contracting, or transacting business with an Introduced Party without obtaining PlantBioBiz’s prior written consent, the Member shall be liable to pay PlantBioBiz an amount equivalent to 5% (five percent) of the gross revenue or any financial consideration received by the Member from the Introduced Party for a period of 2 (two) years following such breach. The Member shall promptly provide an accounting of any such revenue or consideration upon request by PlantBioBiz. 8.4 Survival of Obligations: The obligations under this Non-Circumvent Clause shall survive the termination or expiration of this Agreement.
9.1 Invoicing and Self-Reporting: PlantBioBiz relies on Members to self-report finder’s fees for services and contracts that originate from introductions made through the platform. Members are responsible for providing accurate and timely reports of revenue generated from relationships derived from introductions made through PlantBioBiz. 9.2 Payment Terms: Members are required to remit finder’s fees to PlantBioBiz for undisputed invoice amounts within 30 days of receiving payment from their customers. 9.3 Tiered Fee Structure: The finder's fee structure is outlined in detail for Consultants, Tech Catalyst, and Tech Catalyst Premium, as specified in Appendix A. 9.4 Duration and Caps: The tiered fee structure applies to contracts signed within 2 (two) years of the initial client introduction. For larger projects within this timeframe, Members can engage in discussions with PlantBioBiz to potentially negotiate a mutually beneficial fee structure. 9.5 Semi-Annual Review: PlantBioBiz conducts semi-annual account reviews to ensure transparency and accuracy in fee reporting. During these reviews: 9.5.1 Documentation Submission: Members are required to submit an itemized list of all transactions that originated from platform introductions. This list should include contract details, amounts, dates, and any other pertinent information. 9.5.2 Review Schedule: Reviews occur every six months from the date of the Members platform signup. PlantBioBiz will provide a reminder two weeks in advance of each review. 9.6 Member Responsibilities: Vendors are expected to adhere to the following responsibilities during the account review process: 9.6.1 Record Keeping: Vendors must maintain accurate and up-to-date records of all transactions stemming from platform introductions. PlantBioBiz can also share introduction records if requested. 9.6.2 Honesty and Integrity: Vendors are required to ensure that all information provided is accurate and reflects the true nature of transactions. Misrepresentations may result in termination of platform membership. 9.6.3 Prompt Responses: Vendors must engage promptly with any queries or clarifications sought by PlantBioBiz during the review period. 9.6.4 Notification: If a project is extended or undergoes any substantial changes in terms, vendors must proactively notify PlantBioBiz.
10.1 Initial Term: The initial term of the Member Partnership and Finder Agreement with PlantBioBiz under this Agreement shall commence on the Effective Date and continue for a period of one (1) year from that date (the "Initial Term"). 10.2 Termination by Either Party: Either Party may terminate this Agreement with written notice if the other Party commits a material breach of any provision of this Agreement and fails to remedy such breach within 30 days of receiving written notice specifying the breach. 10.3 Termination for Convenience: The Member may terminate this Agreement for any reason with 30 days' written notice to the PlantBioBiz. 10.4 Renewal: 10.4.1 Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a "Renewal Term") unless either Party provides written notice of non-renewal to the other Party at least 30 days before the end of the Initial Term or any Renewal Term. 10.4.2 The terms and conditions of this Agreement may be subject to renegotiation upon renewal. 10.5 No Refunds: In the event of termination by the Member for convenience or non-payment, the Member shall not be entitled to a refund of any portion of the already paid membership fees. 10.6 Increase in Fees: PlantBioBiz reserves the right to modify the subscription fees upon the renewal of this Agreement. Any such modifications will be communicated to the Member in writing at least 30 days prior to the end of the Initial Term or any Renewal Term.
11.1 Use at Member's Risk: Member acknowledges that the use of the service is at its sole risk. The service is provided on an "as-is," "as-available" basis. 11.2 No Warranties: PlantBioBiz disclaims all warranties, whether express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. PlantBioBiz reserves the right to modify or discontinue the PlantBioBiz platform at any time. PlantBioBiz shall not be liable to the Members or any third party for any modification, suspension or discontinuance of the PlantBioBiz platform. 11.3 No Guarantee: PlantBioBiz does not guarantee that the service will meet Member's requirements, be uninterrupted, timely, secure, or error-free, or that the results obtained from the service will be accurate or reliable. 11.4 Responsibility for Downloads: Member understands and agrees that any material or data downloaded or obtained through the service is done at Member's own risk, and Member is solely responsible for any damage to its systems or loss of data resulting from such downloads. 11.5 No Warranty on Equipment, Products, or Services: PlantBioBiz disclaims all warranties regarding any technology, equipment, products, or services purchased or obtained through the service or any transactions entered into through the service.
12.1 Procedure: In the event of any disputes or disagreements arising under this Agreement, related to origination fees or otherwise, the parties agree to follow the following procedure: 12.1.1 Negotiation: The parties shall first attempt to resolve the dispute amicably through good-faith negotiations. Either party may initiate negotiations by providing written notice to the other party, describing the nature of the dispute and their proposed resolution. Within 30 days, the parties shall meet or engage in discussions to attempt to resolve the dispute. 12.1.2 Mediation: If the negotiation phase does not lead to a resolution within 30 days, the parties agree to submit the dispute to mediation by a mutually agreed-upon mediator or a mediator appointed by a recognized mediation service. The mediator's fees and expenses shall be shared equally by the parties unless otherwise agreed. The mediation shall be conducted in accordance with the mediation rules and procedures of the chosen mediation service and state. The parties shall cooperate in good faith during the mediation process and attempt to reach a mutually acceptable resolution.
13.1 Protection from Breach 13.1.1 By PlantBioBiz: PlantBioBiz agrees to indemnify, defend, and hold harmless the Member, Subscriber, or Sponsor (the "Indemnified Party") from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable attorney's fees) arising out of or resulting from any breach of this Agreement by PlantBioBiz. 13.1.2 By Member, Subscriber, or Sponsor: The Member, Subscriber, or Sponsor agrees to indemnify, defend, and hold harmless PlantBioBiz, its officers, affiliates, directors, shareholders, agents, and employees (the "Indemnified Parties") from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable attorney's fees) arising out of or resulting from any breach of this Agreement by the Member, Subscriber, or Sponsor. 13.1.3 Procedure: In the event of a claim for indemnification, the Indemnified Party shall promptly notify the indemnifying party in writing of the claim and shall provide all information and cooperation reasonably requested by the indemnifying party. The indemnifying party shall have the right to assume the defense of any such claim, including the selection of counsel, and the Indemnified Party shall not settle any such claim without the indemnifying party's prior written consent, which shall not be unreasonably withheld.
14.1 No Liability for Losses: Member agrees that neither PlantBioBiz nor any officer, affiliate, director, shareholder, agent, or employee of PlantBioBiz will be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including loss of profits, arising from the use of the service. 14.2 Limitation: If PlantBioBiz is found liable, its aggregate liability will be limited to the amount of fees or commissions collected from Member related to the disputed transaction.
15.1 Force Majeure Events. Neither party shall be held responsible for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including, but not limited to, acts of nature, fires, floods, pandemics, acts of terrorism, war, civil unrest, labor disputes, and government actions ("Force Majeure Events"). 15.2 Notice of Force Majeure. In the event of a Force Majeure Event, the affected party shall promptly notify the other party in writing and provide details of the event, its expected duration, and any actions taken to mitigate its impact on performance. 15.3 Effects of Force Majeure. During the occurrence of a Force Majeure Event, the affected party's obligations under this Agreement shall be suspended, and the time for performance shall be extended for a period equal to the duration of the Force Majeure Event. The affected party shall use reasonable efforts to minimize the effects of the Force Majeure Event and resume performance as soon as practicable.
16.1 Platform Content. The PlantBioBiz platform is owned and operated by Vital Ventures LLC. PlantBioBiz retains all rights, title, and interest in and to the platform, including all content, logos, trademarks, and intellectual property therein. Members, subscribers, and sponsors are granted a limited, non-exclusive, revocable license to access and use the platform for its intended purposes, subject to compliance with this Agreement. 16.2 Member-Generated Content. Members, subscribers, and sponsors retain ownership of their member-generated content. By uploading or submitting content to the platform, members grant PlantBioBiz a worldwide, royalty-free, and non-exclusive license to use, reproduce, modify, adapt, publish, translate, and distribute such content on the platform and for promotional purposes related to the platform.
17.1 Data Privacy and Security. PlantBioBiz employs reasonable security measures to protect member data. However, members are responsible for safeguarding their login credentials and personal information. PlantBioBiz shall not be liable for any unauthorized access, use, or disclosure of member data, except to the extent caused by its gross negligence or willful misconduct.
18.1 Members, subscribers, and sponsors are solely responsible for obtaining and maintaining any necessary insurance coverage related to their use of the platform. PlantBioBiz does not provide insurance coverage for platform users.
19.1 Notices. Any notices required or permitted under this Agreement shall be in writing and sent to the following addresses: For PlantBioBiz: [PlantBioBiz Contact Information] Name: Jake Eisenberg Title: CEO, Co-Founder Email: Jake@vitalventures.io Phone Number: 617-875-8286
20.1 Grounds for Termination. PlantBioBiz may terminate or suspend a Member's, subscriber's, or sponsor's account for violations of this Agreement, including but not limited to breaches of confidentiality, non-circumvention, or failure to pay fees. 20.2 Notice of Termination. PlantBioBiz will provide written notice of termination or suspension to the affected member, subscriber, or sponsor, specifying the reasons for such action and any applicable remedies or appeal processes.
21.1 Members, subscribers, and sponsors acknowledge that PlantBioBiz is not responsible for the actions, performance, or quality of third-party services or products accessed through the platform. Users should refer to the terms and policies of third-party providers for any disputes or issues related to their services.
22.1 Counterpart. This Agreement may be executed in counterparts and delivered by facsimile or electronic mail; such counterparts shall constitute the one and the same instrument, and shall be deemed to be dated as of the date first above written. 22.2 This Agreement shall be governed by and construed in accordance with the laws of the state of California. Any legal action or proceeding arising under or in connection with this Agreement shall be brought exclusively in the state or federal courts located in San Francisco, California. 22.3 Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes any prior understandings between the parties whether oral or written, with respect to such subject matter. 22.4 Assignment. No party may assign this Agreement or any part of this Agreement, or any benefit, interest, or obligation herein.