TERMS & CONDITIONS
Last updated: June 8, 2016
This Agreement constitutes the entire and only agreement between You and Seeds, Inc. (also referred to as "Seeds") and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the content, products or services provided by Seeds (the "Online Services"), and the subject matter of this Agreement. This Agreement may be amended at any time by Seeds without specific notice to You. The latest Agreement will be posted on playSeeds.com (the "Site"), and You should review this Agreement prior to using the Site or the Online Services.
1. Content License. Subject to Your continuous compliance with the terms and conditions of this Agreement, Seeds Inc. grants You a nonexclusive, revocable license to use, reproduce, distribute, transmit, publicly display and publicly perform the Content made available through the Seeds Inc., solely on and through Your Services and to modify the Content in order to format it for and display it on Your Services. "Your Services" includes, but is not limited to, all products and content provided by You to Your users through use of Your app.
(a) Approval. Prior to Your use or incorporation of Content into Your Services, You will provide Seeds Inc. with examples of the proposed use of the Content in the Service for Seeds Inc.’s prior approval, which it may give in its sole discretion. This includes all marketing effort You engages in when promoting Transmission during the specified time period in which Seeds Inc. will integrate in said game.
(b) Content Use. Your use of the Content must comply at all times with the Seeds Inc. Rules for Use.
(c) Content Updates. You will use commercially reasonable efforts to maintain and make the most current Content available on the Your Services and will make reasonable efforts to remove and not archive or display any Content that has been removed by Seeds Inc. or an end user. Any updates and posts made through Your Services will be considered “Content” as defined herein and subject to the terms and conditions of this Agreement. You will not interfere with, disrupt or block such Content from being transmitted to Seeds Inc. through the Seeds Inc.
(d) API Data. Any results, usage statistics, data or information (in the aggregate or otherwise) gathered or derived from analyzing, using or regarding the Seeds Inc. and/or any Content (“API Data”) may be used for internal purposes only and is exclusively the property of Seeds Inc. You may disclose and make API Data available to its users of Your Services regarding their use of their Content. You may not:
(i) otherwise release, disclose or make API Data available to any third party; or
(ii) sell, lease, rent, exchange or trade (or offer any of the foregoing) any APIData.
2. Attribution. You must include an appropriate Seeds Inc. Mark where Content is displayed or used with Your Services (including any API Data). You must comply with the API Usage Guidelines (which are posted and made available on the Developer Site) when using the Seeds Inc. Marks (including any restrictions therein), unless You has been specifically permitted to do otherwise in a separate written agreement with Seeds Inc.
3. Trademark License. Subject to Your continuous compliance with the terms and conditions of this Agreement, Seeds Inc. grants You a nonexclusive, revocable license to use and display the Seeds Inc. name or logos that Seeds Inc. makes available for use with Content and the Seeds Inc. (“Seeds Inc. Marks”), in order to identify that the Content is from Seeds Inc.
(a) Approval. Prior to Your use of the Seeds Inc. Marks, You will submit to Seeds Inc. samples of such materials for Seeds Inc.’s approval, which it may give in its sole discretion. If You does not receive an objection within ten (10) days of the submission, the submission will be deemed approved. Once Seeds Inc. has approved the initial representative samples of Your use, You does need not to submit any new materials displaying the Seeds Inc. Marks to Seeds Inc. for prior approval, unless those materials display the Seeds Inc. Marks in a manner substantially different from the manner in which the Seeds Inc. Marks were displayed in previous samples.
(b) Guidelines. You agrees to comply with the Guidelines for Use of Seeds Inc. Trademarks, unless You has been specifically permitted to do otherwise in a separate written agreement with Seeds Inc. The Seeds Inc. Marks may not be included in or as part of Your registered corporate name, logos or in any product or service name and/or used by You in a manner that creates a sense of endorsement, sponsorship, or false association with Seeds Inc.
(c) Ownership. All use of the Seeds Inc. Marks, and all goodwill arising out of such use, inures to Seeds Inc’s benefit. If You acquires any rights in the Seeds Inc. Marks or any confusingly similar marks, by operation of law or otherwise, You will, at no expense to Seeds Inc., immediately assign such rights to Seeds Inc. You agrees that nothing herein will give You any right, title or interest in the Seeds Inc. Marks, other than the right to use the Seeds Inc. Marks in accordance with these terms, and that You will not challenge Seeds Inc.’s ownership of the Seeds Inc. Marks, challenge the validity of this license, or otherwise copy or exploit the Seeds Inc. Marks during or after the term except as specifically authorized herein.
4. Restrictions. Your license to use the Seeds Inc., Seeds Inc. Marks and Content is expressly contingent upon Your compliance at all times with the following terms and conditions.
(a) No Benchmarking. You will not use or access the Seeds Inc. for purposes of monitoring the availability, performance or functionality of any of Seeds Inc.’s products and services or for any other benchmarking or competitive purposes. You may not (or attempt to) interfere, disrupt or disable any features or functionality that is embedded or included with the Content or Seeds Inc.
(b) Compliance. You will comply with all laws, statutes, ordinances and regulations that are applicable to its provision of Content to its users (including complying with any applicable broadcast standards and requirements) and any other activities under this Agreement. You acknowledges and agrees that Seeds Inc. may monitor Your access and use of the Seeds Inc. and Content. You will not interfere with such monitoring or in any way attempt to conceal its activities hereunder. You agrees to and will make available to Seeds Inc. any data, usage statistics or other information (in the aggregate) regarding Your access and use of the Seeds Inc. and/or Content as reasonably requested by Seeds Inc. on a weekly basis as determined in good faith.
(c) No Interference. Except as expressly specified in this Agreement, You may not:
(i) interfere with or disrupt the Seeds Inc. or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Seeds Inc.), including through collaboration with other companies who would utilize a partnership with You to facilitate microlending;
(ii) circumvent the rate limits on use of the Seeds Inc. (and You understands that attempting exceeding these limitations may also result in Your access being temporarily or permanently blocked from communicating with the Seeds Inc.);
(iii) use, copy, modify or distribute the Seeds Inc. for any purpose other than the purposes set forth in Section 1;
(iv) use the Seeds Inc. to replicate, frame or mirror the Seeds Inc. web site;
(v) transfer, sublicense, lease, lend, distribute or otherwise make available the Seeds Inc. to any third party; or
(vi) use the Seeds Inc. in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement.
(d) Representations. You represents and warrants that it has the necessary power and authority to enter into this Agreement, to perform the obligations hereunder and to grant all of the rights granted under this Agreement.
5. Termination. Seeds Inc. and You may terminate this Agreement and any licenses hereunder for any reason with ten (10) days notice (including by email) to the other party. Seeds Inc. will not be liable for any costs, expenses, or damages as a result of its termination of this Agreement. Upon termination of this Agreement, You will promptly cease accessing and using the Seeds Inc. and Content and will remove all Content and all copies and portions thereof, in all forms and types of media from Your Services. Sections 1(d), 4(c), 11 and 13 will survive the termination of this Agreement.
6. No Publicity. You may not issue any press release or otherwise make any public announcement or disclosure with respect to this Agreement, any of the activities contemplated hereby, or concerning the relationship between us or use the name or trademarks of Seeds Inc. (except as permitted herein) without Seeds Inc.'s prior written consent. In addition, the terms of this Agreement are confidential and both parties will not disclose the terms of this Agreement to any third party without the prior written consent of the other.
7. Ownership. You expressly acknowledges that Seeds Inc. and its users own all worldwide right, title and interest in and to the Content, including all intellectual property rights therein. You also acknowledges that Seeds Inc. owns all right, title and interest to the Seeds Inc. and the Seeds Inc. Marks, including all intellectual property rights therein. You also agrees that Seeds Inc. owns all right, title and interest in the API Data collected by or in connection with use of Seeds Inc., Seeds Inc. Marks and Content. You acknowledges that Seeds Inc. maintains the right to sell the API Data, including, but not limited to, email addresses and zip codes. You agrees not to do anything inconsistent with such ownership and exclusivity. Any and all rights not specifically granted herein to You are reserved by Seeds Inc.
8. Confidential Information. You may be given access to certain non-public information, software and/or specifications relating to the Seeds Inc. (“Confidential Information”), which is confidential and proprietary to Seeds Inc. You may use this Confidential Information only as necessary in exercising its rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without Seeds Inc.’s prior written consent. You agrees that it will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that it would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
9. Disclaimer. Neither party will be liable to the other for any Content posted by a user. Other than as provided in Paragraph 10, below, the Content and Seeds Inc. are provided “AS IS” on an “AS AVAILABLE” basis without warranty or condition of any kind. SEEDS INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
10. Indemnification. You and its parents, subsidiaries and affiliates will indemnify, defend (or settle) and hold Seeds Inc. harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs and expenses (including reasonable attorneys’ fees) brought by a third party arising out of or in connection with (i) Your use of the Content, the Seeds Inc. or the Seeds Inc. Marks (except to the extent expressly permitted by this Agreement); (ii) Your breach or alleged breach of any of the terms, restrictions, obligations or representations under this Agreement; or (iii) Your Services. You and its parents, subsidiaries and affiliates agree to hold Seeds, Inc. harmless from and against any and all third party claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising out of any breach or alleged breach of any of the warranties, representations or agreements of Seeds Inc. hereunder.
11. Limitation of Liability. IN NO EVENT WILL SEEDS INC. BE LIABLE TO You FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SEEDS INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. OTHER THAN FOR INDEMNIFICATION, SEEDS INC.’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS OF THE FEES THAT You PAID FOR THE API (IF ANY).
12. Modification. Seeds Inc. may modify any of the terms and conditions contained in the API Usage Guidelines, the Seeds Inc. Rules for API Use and the Guidelines for Use of Seeds Inc. Trademarks, at any time and in its sole discretion, by posting a change notice on the developer blog or elsewhere on the Developer Site, changing the Agreement linked from the Developer Site or by otherwise notifying You. If any change is unacceptable to You, the only recourse is to terminate this Agreement. The continued access and/or use of the Seeds Inc. API and/or continued access and/or use of any Content following a notification of a change as described above will constitute binding acceptance of the change.
13. General. You may not assign any of the rights or obligations granted hereunder, except with the express written consent of Seeds Inc., and any attempted assignment in violation of this paragraph is void. This Agreement does not create or imply any partnership, agency or joint venture. By agreeing to this Agreement, You agrees that Seeds Inc. will be You's sole provider of any services identical or similar to the Online Services, including, but not limited to, facilitating microloans through in-app transactions. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflicts of law rules or principles. All claims arising out of or relating to this Agreement will be brought exclusively in the federal or state courts of San Francisco County, California, USA, and You consents to personal jurisdiction in those courts. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. This Agreement constitutes the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
14. Revenue Share. Unless otherwise specified in a separate written agreement between Seeds Inc. and You, the revenue generated in in-app purchases shall be shared as follows: 30% of the gross purchase amount of all Seeds-designated purchases shall go to Seeds Inc. Funds designated to Seeds Inc. shall be transferred to Seeds Inc. by any app integrating a Seeds product within 7 days of receipt of said revenue.