Terms of Use for the Online Services offered by Future ECOsystems Sàrl

1. LODZA Plantes

1.1

Using the websites Lodza-Plantes.ch, lodza-plantes.com, and lodza.ch or any other LODZA Plantes related website (hereinafter referred to as the “Websites”), software, databases, all (related) services (hereinafter together with the Websites, collectively referred to as the “Services”) is subject to the terms of a legal agreement between you and Future ECOsystems Sàrl. LODZA Plantes means the legal entity Future ECOsystems Sàrl subject to the laws of Switzerland whose principal place of business is at CP132 1997 Haute Nendaz.

1.2

Your agreement with LODZA Plantes will always include, at a minimum, the terms and conditions as set out in this document. These are referred to as the “Terms”.

1.3

Your agreement with LODZA Plantes will also include the terms of any legal notices applicable to the Services, in addition to the Terms.

1.4

The Terms form a legally binding agreement between you and LODZA Plantes in relation to your use of the Services.

2. Accepting the Terms

2.1

You accept the Terms by:

clicking to accept or agree to the Terms, where this option is made available to you by LODZA Plantes in the user interface for the Services; and/or
by actually using the Services. In this case, you understand and agree that LODZA Plantes will treat your use of the Services as acceptance of the Terms from that point onwards.

2.2

You may not use the Website and/or the Services and may not accept the Terms if (a) you are not of legal age (minimum 18) to form a binding contract with LODZA Plantes, or (b) you are a person barred from receiving the Services under the laws of Switzerland or other countries including the country in which you are resident or from which you use the Services.

2.3

If you do not agree to the Terms, you cannot use and/or buy any Services from LODZA Plantes. LODZA Plantes is entitled to make changes to the Terms, or the policies and conditions that govern the use of the Services at any time. LODZA Plantes encourages you to review the Terms periodically for any updates or changes. Your continued access or use of the Services shall be deemed to be your acceptance of these changes and of the reasonableness of these standards for notice of changes. Your general terms and conditions are herewith explicitly rejected.

2.4

Possible arrangements, deviating from the Terms will not be enforceable, unless FlorAccess has agreed in writing to such deviations. With respect to future agreements, you will not be able to derive any rights from any possible deviations in the past.

2.5

Where LODZA Plantes has provided you with a translation of the English language version of the Terms, you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with LODZA Plantes. If there is any contradiction between what the English language version of the Terms states and what a translation states, the English language version shall take precedence.

3. Provision of the Services by LODZA Plantes

3.1

LODZA Plantes has subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these companies will be providing the Services to you on behalf of LODZA Plantes itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.

3.2

LODZA Plantes is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which LODZA Plantes provides, may change from time to time without prior notice to you.

3.3

As part of this continuing innovation, you acknowledge and agree that LODZA Plantes may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at LODZA Plantes sole discretion, without prior notice to you.

3.4

You acknowledge and agree that if LODZA Plantes may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by LODZA Plantes at any time, at LODZA Plantes discretion.

4. Accessibility LODZA Plantes Services

4.1

In order to fully access the Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Services, or as part of your continued use of the Services. You agree that any registration information you give to LODZA Plantes will always be accurate, correct and up to date.

4.2

You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from Switzerland or other relevant countries).

4.3

You agree not to access (or attempt to access) any of the Services and or System by any means other than through the interface that is provided by LODZA Plantes. You agree not to access (or attempt to access) any of the Services through any automated means.

4.4

You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

4.5

You agree that you are solely responsible for (and that LODZA Plantes has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which LODZA Plantes may suffer) of any such breach.

4.6

If you upload product details and/or pictures, you agree to use Creative commons license. If you do not agree, you are not allowed to upload any information.

4.7

LODZA Plantes may provide service updates. As a result of these updates, the System may not function correctly. If possible, LODZA Plantes will inform you prior to a service update.

5. Account and memberships

5.1

In order to fully access the Services, you may be required to create an account (hereinafter referred to as the “Account”) on Lodza-Plantes.ch

5.2

You have to choose a password and an user name to create an Account.

5.3

An Account is free of charge. By using the Account, you have limited access to the System and/or the Services.

5.4

You remain entitled to all (business) information that you upload and/or share with others. All information will be removed within a reasonable time after you terminate your Account, as far as permitted by law in the relevant countries.

5.5

You grant LODZA Plantes a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any content or (business) information that you post on the System or make available otherwise in connection with the Services.

5.6

You acknowledge and agree that if LODZA Plantes disables access to your Account, you may be prevented from accessing the Services and/or the System, your Account or any files or other content which is contained in your Account.

6. Account security

6.1

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any Account you use to access the Services.

6.2

Accordingly, you agree that you will be solely responsible to LODZA Plantes for all activities that occur under your Account. In consideration of the use of the Services, you agree to:

provide true, accurate, current and complete information about yourself as prompted by the checkout form for your account information (consisting of user name and pass word) and
maintain and promptly update the Account information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or LODZA Plantes has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, LODZA Plantes may suspend or terminate your account and refuse any and all current and future use of the Services. Account information and certain other information about you is subject to our Privacy Policy. Please review our Privacy Policy to understand our privacy related practices.

6.3

You are obliged to secure your Account information against unauthorized access or use by third parties. You are responsible for the use of the Account and guarantee to use it with due care.

6.4

Use of the Account by third parties other than you is at your own expense and risk.

6.5

You are obliged to notify LODZA Plantes in case of loss or theft of the Account or by any suspicion of misuse. In the event that LODZA Plantes reasonably presumes that misuse of the Account has occurred, LODZA Plantes is entitled to block the Account as soon as possible, after the notification. LODZA Plantes will decide if you shall receive a new Account.

6.6

You indemnify LODZA Plantes for all costs and damages arising from a (legal) claim of a third party based on the use of the Account by a third party other than you. LODZA Plantes is not liable for damages which you suffer by use of the Account.

6.7

If you become aware of any unauthorized use of your password or of your Account, you agree to notify LODZA Plantes immediately at support@lodza-plantes.ch

6.8

LODZA Plantes may terminate your access, or suspend your access to all or parts of the Services, without notice, for any conduct that LODZA Plantes, in its sole discretion, believes is in violation of any applicable law or is harmful to the interests of another user, a third-party or LODZA Plantes. You agree that any termination of your access to the Services may be effected without prior notice, and acknowledge and agree that LODZA Plantes may immediately deactivate or delete your Account and all related information and files in your Account and bar any further access to such files or the Services. Further, you agree that LODZA Plantes shall not be liable to you or any third-party for any termination of your access to the Services.

7. Privacy and personal information

7.1

For information about LODZA Plantes’ data protection practices, please read FlorAccess’ privacy policy.

7.2

You agree to use your data in accordance with LODZA Plantes privacy policies.

7.3

LODZA Plantes will protect personal data by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.

7.4

Your personal information, including content that relates to your personal information may be disclosed if LODZA Plantes or an entity processing your data on our behalf are compelled to do so by law, or receive a valid, legally compliant request by a law enforcement or governmental authority.

8. Available Content in the Services

8.1

You understand that all business information (such as data files, written text, computer software, audio files, photographs, videos or other images) which you may have access to as part of the Services are the sole responsibility of the person from which such content originated. All such information is referred to as the “Content”.

8.2

You should be aware that the Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by third parties. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have the explicit authorization of the owner(s) of that Content, in a separate agreement.

8.3

LODZA Plantes reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from the Services. LODZA Plantes may provide tools to filter out specific Content. You agree that you are solely responsible for (and that LODZA Plantes has no responsibility to you or to any third party for) any Content that you add to the Services and for the consequences of your actions (including any loss or damage which LODZA Plantes may suffer) by doing so.

9. Proprietary rights

9.1

You acknowledge and agree that LODZA Plantes (or LODZA Plantes licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services. You further acknowledge that the Services may contain information which is designated confidential by LODZA Plantes and that you shall not disclose such information without LODZA Plantes prior written consent.

9.2

Nothing in the Terms gives you a right to use any of LODZA Plantes trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

9.3

Other than the limited license set forth in these Terms, LODZA Plantes acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content. Unless you have agreed otherwise in writing with LODZA Plantes, you agree that you are responsible for protecting and enforcing those rights and that LODZA Plantes has no obligation to do so on your behalf.

9.4

You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

9.5

Unless you have been expressly authorized to do so in writing by LODZA Plantes, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

10. License from LODZA Plantes

10.1

LODZA Plantes gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the System provided to you by LODZA Plantes as part of the Services as provided to you by LODZA Plantes. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by LODZA Plantes, in the manner permitted by the Terms.

10.2

You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the software of the Systems or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by LODZA Plantes, in writing.

10.3

Unless LODZA Plantes has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the software of the Systems, grant a security interest in or over your rights to use the software of the Systems, or otherwise transfer any part of your rights to use the software of the Systems.

11. Content license from you

11.1

You retain copyright and any other rights you already hold in content which you submit, post or display on or through, the Services. By submitting, posting or displaying the Content you give LODZA Plantes a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services.

11.2

You agree that this license includes a right for LODZA Plantes to make such Content available to other companies, organisations or individuals with whom LODZA Plantes has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.

11.3

You understand that LODZA Plantes, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit LODZA Plantes to take these actions.

11.4

You confirm and warrant to LODZA Plantes that you have all the rights, power and authority necessary to grant the above license and that by granting the above license you respect all and any third parties’ rights including intellectual property rights.

12. Ending your relationship with LODZA Plantes

12.1

The Terms will continue to apply until terminated by either you or LODZA Plantes as set out below.

12.2

If you want to terminate your legal agreement with LODZA Plantes, you may do so by (a) notifying LODZA Plantes at any time and (b) closing your Account and the memberships for all of the Services which you use, where LODZA Plantes has made this option available to you. Your notice should be sent, in writing, to LODZA Plantes address which is set out at the beginning of these Terms. LODZA Plantes observes a notice period of one month.

12.3

LODZA Plantes may at any time, terminate its legal agreement with you if:

you have breached any provision of the Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); and/or
LODZA Plantes is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); and/or
the partner with whom LODZA Plantes offered the Services to you has terminated its relationship with LODZA Plantes or ceased to offer the Services to you; and/or
LODZA Plantes is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the Services; and/or
the provision of the Services to you by LODZA Plantes is, in LODZA Plantes opinion, no longer commercially viable.

12.4

When these Terms come to an end, all of the legal rights, obligations and liabilities or which are expressed to continue indefinitely, shall be unaffected by this cessation, and continue to apply to such rights, obligations and liabilities indefinitely.

13. Exclusion of Warranties

13.1

Nothing in this Terms shall exclude or limit LODZA Plantes warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.

13.2

You expressly understand and agree that your use of the Services is at your sole risk and that the services are provided “as is” and “as available”.

13.3

In particular, LODZA Plantes, its subsidiaries and affiliates, and its licensors do not represent or warrant to you that:

your use of the Services will meet your requirements;
your use of the Services will be uninterrupted, timely, secure or free from error;
information obtained by you as a result of your use of the Services will be accurate or reliable;
that defects in the operation or functionality of any software provided to you as part of the Services will be corrected.

13.4

Any information downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.

13.5

No advice or information, whether oral or written, obtained by you from LODZA Plantes or through or from the Services shall create any warranty not expressly stated in the terms.

13.6

LODZA Plantes further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.

14. Limitation of liability

14.1

You expressly understand and agree that LODZA Plantes, its subsidiaries and affiliates, and its licensors shall not be liable to you for:

any direct, indirect, incidental, consequential or exemplary damages which may be incurred by you. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss;
any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of:
- any reliance placed by you on the completeness, accuracy or existence of the Services;
- any changes which LODZA Plantes may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services);
- the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Services;
- your failure to provide LODZA Plantes with accurate account information;
- your failure to keep your password or account details secure and confidential;

15. Indemnity

15.1

You agree to indemnify and hold harmless LODZA Plantes, its employees, representatives, subsidiaries and affiliates from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, due to or arising out of content that you share, your violation of these Terms or any additional rules or guidelines, or your violation or infringement of any third party rights, including intellectual property rights.

16. Advertisements

16.1

Some of the Services may be supported by advertising revenue and may display advertisements and promotions. In consideration for LODZA Plantes granting you access to and use of the Services, you agree that LODZA Plantes may place such advertising on the Services.

17. Links to other content

17.1

The Services may include hyperlinks to other websites or content or resources. LODZA Plantes may have no control over any web sites or resources which are provided by companies or persons other than LODZA Plantes.

17.2

You acknowledge and agree that LODZA Plantes is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

17.3

You acknowledge and agree that LODZA Plantes is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

18. Changes to the Terms

18.1

LODZA Plantes may make changes to the Terms from time to time. When these changes are made, LODZA Plantes will make a new copy of the Terms available at lodza-plantes.ch You understand and agree that if you use the Services after the date on which the Terms or Additional Terms have changed, LODZA Plantes will consider your use as acceptance of the updated Terms.

19. General legal terms

19.1

These terms do not replace the General Terms and Conditions that may also be applicable to the legal agreement between you and LODZA Plantes but solely govern your use of the Web-Services offered by LODZA Plantes. In case of conflicting provisions, the General Terms and Conditions will prevail.

19.2

You agree that LODZA Plantes may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services. You agree that if LODZA Plantes does not exercise or enforce any legal right or remedy which is contained in the Terms (or which LODZA Plantes has the benefit of under any applicable law), this will not be taken to be a formal waiver of LODZA Plantes rights and that those rights or remedies will still be available to LODZA Plantes.

19.3

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

19.4

You acknowledge and agree that each member of the group of companies of which LODZA Plantes is part of, shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

19.5

The Terms, and your relationship with LODZA Plantes under the Terms, shall be governed by the laws of Switzerland without regard to its conflict of laws provisions. You and LODZA Plantes agree to submit to the exclusive jurisdiction of the courts located within Switzerland in the city Sion to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that LODZA Plantes shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

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