Terms and Conditions
LocalFoodSystems.org: Connecting business ideas.
Monday, June 11 2012
Welcome to the LocalFoodSystems.org website (the "Site") operated by the Agroecosystems Management Program of The Ohio State University, Ohio Agricultural Research and Development Center ("The University ", “we” or “us”).
b. Electronic Form. By accessing the Site or becoming a Member, You consent to have this Agreement provided to You in electronic form.
c. Withdrawing Your Consent. You have the right at any time to withdraw Your consent to have this Agreement provided to You in electronic form.
i. Effect. Should You choose to withdraw Your consent to have this Agreement provided to You in electronic form, we will discontinue Your then-current username and password.
ii. Notice. To withdraw Your consent please use the contact form on the Site, localfoodsystesm.org/contact.
iii. Prospective Nature. Your withdrawal of consent shall be effective within a reasonable time after we receive Your withdrawal notice described above. Your withdrawal of consent will not affect the legal validity or enforceability of the Agreement provided to, and electronically signed by, You prior to the effective date of Your withdrawal.
d. Access and Retention. In order to access and retain this electronic Agreement, You must have access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, You must use all equipment necessary to make such connection to the Internet, including a computer or other access device. Please print a copy of this document for Your records. To retain an electronic copy of this Agreement, You may save it into any word processing program. Via, the Site, we will notify You of any changes in the hardware or software requirements needed to access or retain this Agreement that create a material risk that You will not be able to continue to access or retain this electronic Agreement.
Conditions of Membership:
You must be at least 18 years of age and a resident of the United Sates to register as a member of or use this Site. By using the Site, You represent and warrant that You are at least 18 years of age, are a resident of the United States, and have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
To register a business case on the Site, You must be committed to pursuing the business idea outlined. If your business idea is lacking information, or the site administration team judges your idea to be invalid or frivolous, we reserve the right to remove it from the site without notification.
No one may use the information provided on the Site to gather email addresses or other contact information of entrepreneurs and their companies for advertising or sales purposes.
1. This Site offers networking among Entrepreneurs, Businesspersons, and those who support economic development within their community. In addition to informational content made available to the public on the Site, the University makes available on the Site certain services to members who are (a) registered owners of business ideas or cases, (b) providers of services that support business development, (c) or community members who may be willing to contribute or invest assets.
All Users should consult their own attorneys, accountants, investment advisors and other professional advisors when considering making or accepting collaboration agreements through the Site and to do their own due diligence about a potential Investor or Business Mentor prior to sharing confidential materials.
2. Content and Use. The University shall have the right, but not the obligation, in the University’s sole discretion, to correct any errors or omissions in any portion of the Site or to disclose any information as necessary to satisfy any law, statute, regulation or government request. The University shall also have the right to edit, modify, refuse to post or remove any Content, in whole or in part, in Our sole discretion, and to refuse to admit any person requesting to become a member.
3. Business Information. You understand that Entrepreneurs will build a profile of their business and keep it updated for review by other businesses and users. It is the Entrepreneurs’ responsibility to keep their profiles and matching preferences complete and accurate.
We ask Entrepreneurs to post and manage the confidentiality of their business case appropriately with options include sharing all information on your business case with everyone, sharing all information with certain groups, and not sharing your information with anyone.
University IS NOT ACTING AS A BROKER, UNDERWRITER OR INVESTMENT ADVISOR, AND IS NOT RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LAWS IN CONNECTION WITH ANY OFFER OR SALE OF SECURITIES BY ENTREPRENEURS OR THEIR COMPANIES. We encourage all Entrepreneurs to separately provide information to collaborating businesses and to their legal, tax, and investment advisors, in order to enable the Investors to evaluate investment opportunities and make informed investment decisions.
All negotiations concerning collaboration will take place directly between the Entrepreneurs and the University is not acting as an agent or a principal in these negotiations or transactions.
4. No Endorsement. You understand that the University is not a broker, investment advisor or underwriter for either You or any Investors or other companies that have posted information at the Site, and that We have not investigated, and take no responsibility for, the accuracy of any of the advice or content which may be posted on our Site or otherwise communicated by any posted company, by any Investor, Business Mentor, Service Provider, Entrepreneur, or by any of University’s principals, employees or by any other party, orally or in writing. You understand that the University, or an affiliated company, officer, director, or advisor, has or may have a financial interest and may invest in certain companies posted on the Site or may have a business or financial relationship with certain Investors. No such investment or relationship should be construed as an endorsement of any company or Investor, or as a substitute for Your independent due diligence investigation. All Users accessing the Site are solely responsible for their own compliance with all applicable laws, rules, regulations and directives.
5. Certain Covenants and Representations. We shall not be responsible for (i) errors, omissions or misrepresentations in any information transmitted by an Entrepreneurs, Business Support Organizations or Service Provider (ii) the validity, sufficiency, value or genuineness of any securities purchased or sold by Users through the Site; (iii) use of the Site for any fraudulent purpose, or for the ability of the University to detect fraudulent or illegal activity of any kind; (iv) operational failures or errors resulting from use of the Site or any related services; and (v) any failures or delays in performance including, but not limited to, electrical, mechanical, computer, communications and power failures, capacity shortages or similar occurrences of any kind whatsoever arising from problems with the infrastructure of the Internet and the Web.
You warrant that (i) You have the right to enter into this Agreement; (ii) this Agreement does not conflict with any other agreement or obligation by which You or Your company is bound; (iii) any modes of collaboration that are developed between businesses on this site will be genuine; (iv) no content or information posted by or at the direction of You on the Site, or disseminated to Users by any employee of Yours via a communication channel that we support or endorse, will violate any laws or the legal rights of any third party or contain any material which is harmful, abusive, hateful, obscene, threatening or defamatory.
You understand that Users may not be able to review entrepreneur’s information posted on the Site prior to the membership date of such User.
You understand that You are solely responsible for conducting Your own due diligence investigation of any other business, business support organizations, or Other user and their companies which You come into contact through localfoodsystems.org before You have any business dealings with them.
You agree to provide true, accurate and complete information as prompted by the registration forms, and to maintain and update such information to maintain its truth, accuracy and completeness. Whenever You post any information on or to the Site, You agree to provide true, accurate and complete information. The University reserves the right to terminate User's account upon the discovery that the information User provided is incomplete, misleading or inaccurate, although The University assumes no responsibility for verifying that any such information is complete and accurate.
6. Membership & Profile/Listing Renewal. You may become a Member of the Site at no cost. As a Member, You will have the ability to participate in some, but not all, of the features and services available within the Service. Membership does not expire.
Your Site profile, preferences or service listing will require renewal every six months to remain active. One month prior to expiration, You will receive an email alert that will contain a link to update and renew or confirm and renew Your information. If no action is taken as a result of this email, You will receive another notification two weeks prior to expiration, then again one week prior to expiration and then one day prior to expiration. If You renew your information, Your information will not require renewal for another six months from the date of the update. If you do not renew your information, your profile, preferences or listing will become inactive. If Your profile, preferences or listing becomes inactive, we will save it with the ability to reactivate it from Your Dashboard by editing and re-saving it. To change or resign Your membership at any time, go to the “My Info” tab of your Dashboard, click the “deactivate” button. If You deactivate, Your profiles and preferences will immediately become inactive, and we will remove any un-saved match results from other Members’ dashboards.
7. Third Party Content. The University does not represent or endorse the truth, accuracy, reliability, quality, integrity or legality of any Entrepreneur, Business Support Organizations, Service Provider, Other User or company information posted on the Site, or of any communication, offer, proposal, statement, listing, data, text, files, links, software or other information (collectively "Content") displayed or distributed through the Site. The University hereby disclaims and denies any and all responsibility or liability for any Content, including, but not limited to, any errors or omissions in any Content, or for any loss, injury, claim, liability or damages of any kind resulting from, arising out of or in any way related to the results or consequences of the use of or reliance on any Content posted, emailed or otherwise transmitted via the Site. The University shall have no obligation to review Content posted to the Site by Users and other third parties, or by the University.
8. Your Dealings with Users, Merchants and Advertisers. Your correspondence or business dealings with Users (including Entrepreneurs) or advertisers on the Site, including delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such User or advertiser. You agree that the University shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such User or advertiser on the Site or as part of our service.
You are solely responsible for Your interactions with other LocalFoodSystems.org members and other third parties. The University reserves the right, but has no obligation, to monitor disputes between You and other Members.
9. Posting of Information on the Site. As a Member, You may be able to post Content to publicly accessible areas of the Site, including the password-protected areas of the Site. When You post Content to publicly-accessible areas of the Site, You are granting, or warranting that the owner of such Content has expressly granted, a royalty-free, perpetual, irrevocable, fully sub-licensable, non-exclusive right to use, reproduce, modify, transmit, distribute, perform, display and delete such Content (in whole or in part) worldwide or to incorporate such Content in other works in any form, media or technology now known or later developed.
All content posted to the Site (private or public) can be used for research purposes. All data used from this site will be coded to preserve confidentiality, and no information will be made public that is not already public on the site.
11. User Obligations. The University reserves the right to investigate and terminate Your membership and right to visit or use the Site if You misuse the Site or any of the Services, behave in a way which could be regarded as suspicious, inappropriate, or are involved in conduct that is unlawful or illegal. The following is a partial list of the type of actions that You may NOT engage in with respect to the Service:
• You will not impersonate any person or entity;
• You will not "stalk" or otherwise harass any person;
• You will not violate any applicable law or regulation;
• You will not post false or misleading information about a product or service, including but not limited to your own;
• You will not post or transmit any Content that You do not have the right to post or transmit under any law, contractual duty or fiduciary relationship;
• You will not post or transmit any Content that is unlawful, untrue, fraudulent, harassing, libelous, defamatory, abusive, tortuous, threatening, harmful (including but not limited to viruses, corrupted files, or any other similar software or programs) or otherwise objectionable;
• You will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights.
• You will not remove any copyright, trademark or other proprietary rights notices contained in the Service.
• You will not express or imply that any statements You make are endorsed by LocalFoodSystems.org without our specific prior written consent;
• You will not access, tamper with or use non-public areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution;
• You will not tamper with postings or profiles of other Users;
• You will not gather and use any information, such as other Users' email addresses, available from the Site to transmit any unsolicited advertising, "junk mail", "spam", or "chain letters;"
• You will not do anything which would create or impose an unreasonable or disproportionately large burden or load on the Site;
• You will not frame or link to the Site except as permitted in writing by The University;
• You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents;
• You will not interfere with or disrupt the Services or the Site or the servers or networks connected to the Services or the Site;
• You will not post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service; or
• You will not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or the Site or any software used on or for the Service or cause others to do so.
The University may provide assistance and guidance at the Site through its administrators and moderators. When communicating with our administrators and moderators, You may not to be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, or otherwise behave inappropriately. If we feel that Your behavior towards any of our administrators and moderators or other employees is at any time threatening or offensive, we reserve the right to immediately terminate Your membership.
You agree to abide by and follow the University guidelines on posting Entrepreneur, or Service Provider profiles, and posting or revising information about business details (in the case of Entrepreneurs), which guidelines may be updated from time to time. You agree not to engage in any actions or activities with respect to our Site which are meant to circumvent, or have the effect of circumventing, our Site.
12. Notices. The University may give You notices, including notices of changes to this Agreement, by displaying notices or links to notices to You generally on the Site. All such notices will be deemed received by You when posted on the Site. You also authorize The University to send notices to You by email or regular mail, at The University’s sole discretion.
13. Modification of Services; Cancellation. This Agreement will remain in full force and effect while You use the Site or are a Member. You may terminate Your membership at any time, for any reason, by sending an email notice through our contact form on the Site. If You terminate Your membership, Your membership will terminate within a reasonable period upon receipt by email.
You agree that the University may modify or discontinue this Site and the services available at the Site, temporarily or permanently, without notice and without incurring liability to You or any third party.
You agree that the University, in its sole discretion, may terminate Your use of the Site and its services, and remove and discard any Content within the Site or service. You agree that any such termination of Your access to the Site or its service may be effected without prior notice, and agree that the University may immediately delete Your account and all related information and file in Your account and/or bar any further access to such files or the Site or services. The University is not required, and may be prohibited, from disclosing a reason for the termination of Your account. Even after Your membership is terminated, this Agreement will remain in effect. Further, You agree that the University shall not be liable to You or any third party for any termination of Your access to the Site or service. The provisions of Sections 12 through 18 (inclusive) shall survive such termination.
In order to protect the integrity of the Service, the University reserves the right at any time in its sole discretion to block Members and/or IP addresses from accessing the Site.
14. Protection of Copyrights and Trademarks. The Site contains trademarks and other material furnished by the University, its licensors, and other Users. You should assume that everything You see or read in publicly accessible areas of the Site which was not furnished by or received for You (such as images, photographs, illustrations, text and other materials) ("Site Content") is copyrighted unless otherwise noted. You may not sell, reproduce, duplicate, sell, resell, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use or exploit any of the Site, Site Content or any portion thereof in any way for any public or commercial purpose without prior written consent of the rights holder. You may not use the Site Content on any other website or in a networked computer environment for any purpose. In order to protect Company's and its Licensor's trade secrets; You agree that You will not “reverse engineer” any Site Content consisting of downloadable software, unless specifically authorized by the trade secret owner or otherwise permitted by law. If You violate any of these terms, Your permission to use the Site Content will automatically terminate, You must immediately destroy any copies You have made of the Site Content, and Company may end Your authorization to use the Site.
Notice and Procedures for Making Claims of Copyright Infringement
Anyone wishing to make a claim of copyright infringement in connection with any content or materials on this Site should send notice to the Site’s agent, pursuant to 17 CFR 512(c).ANY INQUIRIES NOT RELEVANT TO OR NOT IN COMPLIANCE WITH THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.
We respect the intellectual-property rights of others. We ask our users and visitors to do the same. We will process and investigate notices of alleged copyright infringement and take appropriate action under the Digital Millennium Copyright Act ("DMCA") and other applicable statutes and regulations. Upon receipt of a notice that complies with DMCA, we will take steps to remove or disable access to any material or content that we find to be infringing or the subject of infringing activity and to remove or disable access to any reference or link to material or activity that we find to be infringing.
If you believe that on the Site someone has copied your work in a way that infringes your copyright please provide us with all of the following information:
a. The physical or electronic signature or someone authorized to act on behalf of the owner of the copyrighted work that has been infringed.
b. A description of the infringed work.
c. Where on the Site the infringing material or content appears.
d. Your mailing address, phone number, and e-mail address and any other helpful contact information.
e. Your statement of your good-faith belief that the copyright owner or his, her or its agent has not authorized the disputed use and that the disputed use is not authorized by law.
f. Your statement under penalty of perjury that all of the information in your notice is accurate and complete and that you are the authorized owner or have been authorized to act in behalf of the authorized owner.
15. Links. No links or pointers to the other related World Wide Web Internet sites, resources, and sponsors of the Site ("Linked Resources") shall constitute an endorsement by us of the Linked Resources. The University provides these links solely as a convenience to Users. The University has not reviewed Linked Resources linked from the Site and The University is not responsible or liable for the contents, actions or inactions of any such Linked Resource. The University shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with availability, use of or reliance on any Linked Resources
16. Limitation of Liability. NEITHER THE UNIVERSITY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES RESULTING FROM USER'S ACCESS TO, OR USE OF, OR INABILITY TO USE THE SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE UNIVERSITY KNOWS OF THE POSSIBILITY OF SUCH DAMAGE. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation or exclusion may not apply to User.
The University has obtained information from sources but is not responsible for any liability related to its accuracy or the completion, timeliness, adequacy, or payment for services listed on the Site. Any questions, complaints or claims related to the completion, timeliness, adequacy, and/or payment for services should be directed to the appropriate service provider.
If Your use of the Site results in the need for servicing or replacing property, material, equipment or data, the University is not responsible for those costs.
17. Errors and Disclaimer of Warranties. YOU USE THE SITE AT YOUR RISK. The University endeavors to provide a convenient and functional Site, but the University does not guarantee that it will be error free or that the Site or the server that operates it are free of viruses or other harmful components. The University urges You to keep backup copies of material You maintain on or use with the Site.
As mentioned above, the University reminds You to be careful in Your dealings with other Users. Without limiting the foregoing, EVERYTHING ON THE SITE IS PROVIDED TO USER "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to User.
THE UNIVERSITY MAKES NO WARRANTY THAT THE SITE WILL MEET USER'S REQUIREMENTS, OR THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES THE UNIVERSITY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE. THE UNIVERSITY MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM THE UNIVERSITY OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN
In addition to the preceding paragraph and other provisions of this Agreement, any advice that may be posted on the Site is for informational and entertainment purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. The University makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Site. If You have specific concerns or a situation arises in which You require professional advice, You should consult with an appropriately trained and qualified specialist.
18. Indemnity. You agree to defend, indemnify, and hold harmless The University, its officers, directors, owners, employees, subsidiaries, agents and partners (collectively, the "Indemnified Parties"), from and against any liabilities, costs, losses, claims, actions or demands, including without limitation reasonable legal and accounting fees made by any third party due to or arising out of: (i) Your use of the Site, The University services or the Site Content, (ii) Content You submit, post, transmit or make available through the Site, or any untrue statement or alleged untrue statement of any material fact contained in any private placement memorandum or other information provided to Investors, any amendments or supplements thereto, or in information incorporated by reference therein, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) Your breach or non-compliance with this Agreement or any of our other published rules or policies.
Moreover, You agree that The University is not a party to, and shall not be involved in or responsible for, transactions, agreements or disputes between Users on the Site ("Dispute"). In the event of a Dispute, You agree to release, and do hereby release, The University (and the Indemnified Parties) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such Dispute. You agree that You shall not involve The University (or the Indemnified Parties) in any Dispute or litigation arising out of or related to any transaction, agreement or arrangement with any User or other third party in connection with the Site. If You nonetheless attempt to do so, (i) You shall pay all The University’s costs and attorneys' fees and shall provide indemnification as set forth in this Section 19, and (ii) the jurisdiction for any such Dispute or litigation shall be limited as set forth in Section 20 below.
19. General Provisions. This Agreement comprises the entire agreement between You and The University with respect to the use of the Site and supersedes all prior agreements between the parties regarding the subject matter contained herein. You may also be subject to additional terms and conditions that apply when You register or use additional services, content or software provided by third parties or The University.
If any part of this Agreement is held to be unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remainder will remain in full force and effect. You may not transfer, assign or delegate this Agreement to anyone without the express written permission of The University. The failure of The University to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
This Agreement will be governed by the law of Ohio, U.S.A., without regard to its conflicts of law provisions. Any dispute related to this Site will be settled in the Court of Common Pleas of Wayne County, Ohio or the U.S. District Court for the Northern District of Ohio. Any dispute You may have with respect to this Site must be commenced within one year after it arises, or the cause of action is barred.
The parties agree that, any provision of applicable law notwithstanding, they will not request, and the court shall have no authority to award, punitive or exemplary damages against any party.
The paragraph headings in this Agreement, shown in boldface type, are included to help make the agreement easier to read and have no binding effect.
• Before or at the time of collecting personal information, we will identify the purposes for which information is being collected.
• We will collect and use of personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.
• We will only retain personal information as long as necessary for the fulfillment of those purposes.
• We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.
• Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.
• We will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.
• We will make readily available to customers information about our policies and practices relating to the management of personal information.
• We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained.