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SOILDIRECT.com Terms of Use Agreement

The Terms of Use are effective January 4th, 2009 Welcome to the SoilDirect.com web site (the "Web Site"), operated by ______________ ("SoilDirect.com"). Please read the following Terms of Use carefully before using the Web Site, because these Terms of Use form a binding contract between you and SoilDirect.com. This agreement includes the following subjects:

Acceptance of Terms Through Use
Privacy Policy
Scope
Reservation of Rights
Severability and Integration
Changes to Terms of Use
Changes to the Web Site
Termination
Your Proper Usage of the Web Site
Your Indemnification
Products / Third-Party Service Providers
Our Rights to Communicate with You
Authorized Use of Web Site Information
Personal and Non Commercial Use Limitation
Disclaimer of Warranties
Further Disclaimer
Limitation of Liability
Availability of Products and Services
Policy on Linking to the SoilDirect.com Web Site
Submissions, Feedback, and Confidentiality
Claims of Copyright Infringement
Intellectual Property Notices
Governing Law and Jurisdiction
General

Acceptance of Terms Through Use
SoilDirect.com makes information, products, and services available on the Web Site, subject to the following terms and conditions of use (the "Terms of Use"). These Terms of Use also apply to any updates, enhancements, new features, and new web properties. By using this Web Site, you represent to SoilDirect.com that you have read, understood, and agreed to all terms, conditions, and notices contained or referenced in these Terms of Use, and agree to follow all applicable laws and regulations. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT USE THIS WEB SITE.

When you submit a request or application for a product or service that is made available through this Web Site by a third-party Provider, SoilDirect.com will share your information with the Provider as permitted by law and described in SoilDirect.com's Privacy Policy. SoilDirect.com and the Provider to whom your request or application is forwarded may obtain information from you and may, as permitted by law, obtain public records information to verify your identity and process your order.

Privacy Policy
Your privacy is important to us. You can learn more about the information collected about you in our Privacy Policy, which is incorporated fully into these Terms of Use.

When you are required to open an account to use or access areas of the Web Site, you must complete the registration process by providing the complete and accurate information requested on the registration form. You also will be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You agree to notify SoilDirect.com immediately on any unauthorized use of your account, user name, or password. SoilDirect.com shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by SoilDirect.com, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of your account or password.

Scope
These Terms of Use apply to the Web Site, and are in addition to the specific terms and conditions associated with the products and services on this Web Site. If these Terms of Use are not consistent with the specific terms that apply to the information, products, or services offered on the Web Site, then the specific terms that apply to that information, those products, or those services will apply.

Reservation of Rights
Any rights not expressly granted in these Terms of Use are reserved by SoilDirect.com, and SoilDirect.com reserves the right to seek all remedies available by law and in equity for any violation of these Terms of Use.

Severability and Integration
Unless otherwise specified in these Terms of Use, this agreement constitutes the entire agreement between you and SoilDirect.com with respect to the Web Site and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and SoilDirect.com with respect to the Web Site. If any part of these Terms of Use is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.

Changes to Terms of Use
SoilDirect.com reserves the right to update or revise any part of these Terms of Use and the information, products, services, prices, and programs offered or mentioned on the Web Site at any time. Any changes will be effective immediately upon the posting of the updated Terms of Use on the Web Site, however, the fact of the change will be posted on the home page of the Web Site.

Changes to the Web Site
SoilDirect.com may periodically make changes to the Web Site at any time, without notice. SoilDirect.com and third party providers may make improvements and/or changes to the products and services described on the Web Site, and the pricing of those products and services, at any time, without notice.

Termination
SoilDirect.com reserves the right, in its sole discretion, to terminate your access to any part of the Web Site, with or without notice.

Your Proper Usage of the Web Site
Everyone is welcome to visit and browse the Web Site. However, if you are ordering products through the Web Site, you must be an adult resident of the United States of America, including its Commonwealths and Territories (collectively, the "USA"). By applying for an extension of credit, you warrant and represent to us and to the relevant Provider(s) that you are an adult resident of the USA.

By using or visiting this Web Site, you agree that you will not insert false, fraudulent, indecent, or obscene information into applications or informational forms and that your usage will comply with all applicable state and federal laws. You further acknowledge and agree that you are prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation:

accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access;
attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization;
interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, "flooding," "spamming," "mail bombing," or "crashing;"
using the Site or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services;
forging any TCP/IP packet header or any part of the header information in any e-mail to us or to any Provider or in any posting to the Web Site; or
attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by SoilDirect.com in providing the Web Site.

Any violation of system or network security may subject you to civil and/or criminal liability.

To ensure that SoilDirect.com provides a high-quality experience for you and other users of the Web Site, you acknowledge and agree that SoilDirect.com or its representatives may investigate complaints, allegations of abuse, infringement of third-party rights, or other unauthorized uses of this Web Site. SoilDirect.com will not disclose such an investigation unless required to do so by law. SoilDirect.com will cooperate fully with any law enforcement agencies in their investigation of the violation of any applicable laws.

If you violate any provision of this section of the Terms of Use, SoilDirect.com may terminate your access to the Web Site without notice, and you will have indemnity obligations to SoilDirect.com and other third parties entitled to indemnification as a result of your violation of these Terms of Use.

Your Indemnification
You agree to indemnify SoilDirect.com for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless SoilDirect.com, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Web Site; your violation of these Terms of Use; or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. SoilDirect.com will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

Products / Third-Party Service Providers
SoilDirect.com provides you with access to third party providers (each a "Provider") solely for your convenience. Some of these Provider sites may be co-branded (i.e., bear the name and/or logo of both the Provider and SoilDirect.com). The provision of access to a Provider does not signify an endorsement by SoilDirect.com of the Provider's web site or the services offered by that Provider. SoilDirect.com has no control over, does not review, and cannot be responsible for Provider web sites, the content on those sites, or the acts or omissions of any Provider. Your use of a Provider's or its services will be subject to the Provider's terms of use and Provider's privacy policy. If you decide to use the services of a Provider, or if you decide to purchase a product from a Provider, any transaction between you and that Provider (including any agreement governing such a transaction) will be strictly between you and the Provider. SoilDirect.com has no control over the Provider's obligations to you, and makes no representations or warranties with respect to the Provider's performance. It is your responsibility to take precautions to ensure that Provider web sites are free of viruses or other items of a destructive nature. YOU AGREE THAT SOILDIRECT.COM WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER THAT YOU MAY INCUR AS THE RESULT OF A TRANSACTION YOU ENTER INTO WITH A PROVIDER.

Our Rights to Communicate with You
WHEN YOU APPLY FOR A PRODUCT OR SERVICE THROUGH THE WEB SITE, YOU ARE ESTABLISHING A BUSINESS RELATIONSHIP WITH SOILDIRECT.COM. YOU WILL BE ASKED TO PROVIDE YOUR NAME, ADDRESS, TELEPHONE NUMBER, E-MAIL ADDRESS, AND OTHER RELEVANT INFORMATION. THIS INFORMATION MAY BE USED BY SOILDIRECT.COM OR PROVIDED BY SOILDIRECT.COM TO THIRD-PARTIES WHO MAY CONTACT YOU REGARDING YOUR ORDER, THE STATUS OF YOUR ORDER, ALTERNATIVES AVAILABLE TO YOU IN THE EVENT YOUR ORDER IS REJECTED, AND OTHER PRODUCTS OR SERVICES OFFERED BY OR THROUGH SOILDIRECT.COM AND THE PROVIDERS. ANY SUCH CONTACT IS EXEMPTED FROM THE PROVISIONS OF THE "DO NOT CALL" AND "CAN-SPAM" STATUTES AND REGULATIONS.

Authorized Use of Web Site Information
Except as may be otherwise indicated on the Web Site, SoilDirect.com hereby grants you a fully revocable, non-exclusive license to view and print documents or information on the Web Site, subject to the following terms and conditions:

The document or information may be used (by you or any third party to whom you distribute it) solely for informational and personal purposes.
You may not charge any fee for distribution of any information to any third party.
The document or information may not be modified in any way.
All copyright or other proprietary notices that appear on the web page(s) from which you take the document or information, including from these Terms of Use, must appear on any copy of the document or portion that you make or distribute.
SoilDirect.com reserves the right to revoke this license at any time. You agree that you and any person to whom you distribute the document or information will immediately discontinue any use of the document or information upon notice of revocation.

The license does not include the layout or design of the Web Site. Elements of the Web Site are protected by copyright, trade dress, and other laws and may not be imitated or reproduced in whole or in part.

The license does not include logos, graphics, sounds, or images on the Web Site, which may be reproduced or distributed on a case-by-case basis only with SoilDirect.com's prior express written permission.

Personal and Non-Commercial Use Limitation
This Web Site is made available only for your personal, non-commercial use. Except as specified in the preceding section entitled Authorized Use of Web Site Information, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or re-sell information, software, products, or services that you obtain from the Web Site, except with SoilDirect.com's express written permission. You may not use the Web Site to sell a product or service or to increase traffic to a web site for commercial reasons, except by prior written agreement with SoilDirect.com. You may not take elements of the Web Site and reformat or display them, or mirror them on a web site, except with prior written agreement with SoilDirect.com.

If you want to make commercial use of the Web Site, you must enter into an agreement with SoilDirect.com. Please contact us at marketing@SoilDirect.com for more information.

Disclaimer of Warranties
THE MATERIALS, INFORMATION, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEB SITE, INCLUDING THE IMAGES, TEXT, DATABASES, SOFTWARE, CODE, SOUND, PHOTOS, CUSTOM GRAPHICS, BUTTON ICONS, THE COLLECTION, COMPILATION, ASSEMBLY, AND THE OVERALL LOOK AND DISTINCTIVENESS OF THE WEB SITE (ALL OF WHICH CONSTITUTES THE "CONTENT") ARE PROVIDED "AS IS" AND "AS AVAILABLE." SOILDIRECT.COM DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. NEITHER SOILDIRECT.COM NOR ITS LICENSORS MAKE ANY REPRESENTATIONS, WARRANTIES, OR GUARANTIES AS TO THE QUALITY, RELIABILITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF THE WEB SITE CONTENT. SOILDIRECT.COM DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE WEB SITE ITSELF OR ANY PRODUCT OR SERVICE OFFERED THROUGH THE WEB SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR FROM ANY PARTICULAR LOCATION OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. THE WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. YOUR USE OF THE WEB SITE IS SOLELY AT YOUR RISK.

Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. You also may have other rights, which may vary from state to state and jurisdiction to jurisdiction.

Further Disclaimer
ALTHOUGH SOILDIRECT.COM STRIVES TO PROVIDE INFORMATION THAT CONSUMERS MAY FIND HELPFUL, YOU SHOULD NOT USE THE GENERAL INFORMATION PROVIDED ON THE WEB SITE AS A SUBSTITUTE FOR THE ADVICE OF A COMPETENT PROFESSIONAL.

Limitation of Liability
YOU UNDERSTAND AND AGREE THAT SOILDIRECT.COM WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOST PROFITS, OR LOST DATA, RESULTING FROM OR IN ANY WAY CONNECTED TO YOUR ACCESS TO, USE, INABILITY TO USE, OR RELIANCE ON THE SOILDIRECT.COM WEB SITE OR ANY PRODUCTS OR SERVICES ORDERED OR OBTAINED THROUGH THE WEB SITfE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. YOU FURTHER UNDERSTAND AND AGREE THAT SOILDIRECT.COM WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY ACTS OR OMISSIONS, WHETHER NEGLIGENT OR INTENTIONAL, OF ANY PROVIDER. FOR THOSE JURISDICTIONS THAT EITHER DO NOT ALLOW OR PLACE RESTRICTIONS UPON THE EXCLUSION OR LIMITATION OF DAMAGES IN CERTAIN TYPES OF AGREEMENTS, THIS LIMITATION SHALL BE CONSTRUED TO PERMIT THE MAXIMUM EXCLUSION OR LIMITATION PERMITTED BY APPLICABLE LAW.

Availability of Products and Services
The Web Site can be accessed from countries around the world and may contain references to SoilDirect.com services, programs, and products that have not been announced or are not available where you are located or reside. These references do not imply that SoilDirect.com currently offers or intends to offer such services, programs, or products in your state or country.

Policy on Linking to the SoilDirect.com Web Site
You are granted a limited, non exclusive right, which we may revoke at any time, to create a hypertext link to the SoilDirect.com Web Site found at www.SoilDirect.com. If you exercise this limited, non-exclusive right, however, you agree to the following:

You will not portray SoilDirect.com, its affiliates or Providers or their respective products and services in a false, misleading, offensive, derogatory, or otherwise defamatory manner.
You will not misrepresent your relationship with SoilDirect.com or imply that SoilDirect.com sponsors, endorses, or is affiliated with any web site or products.
You will not replicate, modify, or alter the appearance or content of this Web Site.
You will not use, frame, or utilize framing techniques to enclose SoilDirect.com trademark, logo, or other proprietary information, the images found on the Web Site, the content of any text, or the layout and design of any page or form contained on a page on the Web Site without the express prior written consent of SoilDirect.com.

Furthermore, a site that links to the SoilDirect.com Web Site:

Must not contain content that could be construed as obscene, libelous, defamatory, pornographic, or inappropriate for all ages; and
Must not contain materials that would violate any laws.

If you exercise this limited, non-exclusive right to create a hypertext link to the SoilDirect.com Web Site, you agree that the link may be removed at any time, upon SoilDirect.com's request, pursuant to SoilDirect.com's reserved right to rescind its consent to allow the link.

Except as stated above, you are not granted the right or license, by implication, estoppel, or otherwise, in a patent, trademark, copyright, or proprietary right of SoilDirect.com or any third party, to (i) the Content of the Web Site or (ii) any intellectual property or proprietary rights of SoilDirect.com.

Submissions, Feedback, and Confidentiality
All comments, feedback, information, and materials submitted to SoilDirect.com through the Web Site (each a "Submission") will be considered the non-confidential property of SoilDirect.com. By providing a Submission to SoilDirect.com, you grant SoilDirect.com, at no charge, a royalty free, perpetual, irrevocable, non-exclusive, worldwide right and license (with the right to sublicense) to (a) use, reproduce, distribute, modify, create derivative works of, publicly display, and perform your Submission in any media; and (b) make, sell, offer for sale, import, and otherwise transfer your Submission. SoilDirect.com will be free to use and/or disseminate a Submission on an unrestricted basis for any purpose. You acknowledge that you are responsible for the Submissions that you provide, and that you, not SoilDirect.com, have full responsibility for the Submissions, including their legality, reliability, appropriateness, originality, and copyright.

Claims of Copyright Infringement
Our policy is to investigate any allegations of copyright infringement brought to our attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want SoilDirect.com to delete, edit, or disable the material in question, you must provide SoilDirect.com with all of the following information:

a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit SoilDirect.com to readily locate the material, such as the URL for the web page on the Web Site on which the material is found;
information reasonably sufficient to permit SoilDirect.com to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted;
a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
a statement that the information in the notification is accurate, and a certification under penalty of perjury, under the laws of the State of California, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For this notification to be effective, you must provide it to:

SoilDirect.com
ATTN: President
8209 Foothill Blvd. Suite A250
Sunland, California 91040-1408

with a copy to:

The Vittal Law Firm
ATTN: J. Anthony Vittal
1900 Avenue of the Stars, Suite 2500
Los Angeles, California 90067-4506

Intellectual Property Notices
All images, text, sound, photos, custom graphics, button icons, the collection and compilation and assembly thereof, and the overall look and distinctiveness of the Web Site constitute trade dress and the property of SoilDirect.com. The trade dress of SoilDirect.com is protected by law and may not be copied or imitated in whole or in part. Logos, graphics, sounds, and images from the Web Site may NOT be copied or retransmitted unless expressly permitted by SoilDirect.com. The SoilDirect.com logo, SoilDirect.com™, and other SoilDirect.com products and services referenced in the Web Site are the common law and registered trademarks of SoilDirect.com in the United States and in other countries. The absence on the Web Site of a SoilDirect.com product or service name, slogan, or logo does not constitute a waiver of SoilDirect.com's trademark or other intellectual property rights relating to such name or logo. All other product names, company names, marks, logos, and symbols appearing on the Web Site may be the trademarks and the property of their respective owners.

You acknowledge and agree that the Content available on the Web Site is protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by SoilDirect.com, either in these Terms of Use or otherwise, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from the Content. As noted in the section of these Terms of Use entitled Authorized Use of Web Site Information, you may print or download one copy of the Content on the Web Site on any single computer for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices. Systematic retrieval of data or other content from the Web Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from SoilDirect.com is prohibited. In addition, use of the Content for any purpose not expressly permitted in these Terms of Use is prohibited.

As noted above, reproduction, copying, or redistribution for commercial purposes of any materials or design elements on the Web Site is strictly prohibited without the express prior written permission of SoilDirect.com. Permission will be granted only when certain limited criteria are met. For information on requesting such permission, please contact marketing@SoilDirect.com.

Governing Law and Jurisdiction
You agree that all matters relating to your access to, or use of, the Web Site, and all matters relating to these Terms of Use (collectively "Claims"), will be governed by the laws of the State of California, which will apply in all respects, including statutes of limitation. No choice of law rules of any jurisdiction will apply to nullify this choice of California law. All Claims, disputes, or controversies between you and SoilDirect.com will be submitted to and determined exclusively by a court of competent subject matter jurisdiction in the County of Los Angeles, California, and you agree and submit to the exclusive personal jurisdiction and venue of those courts with respect to such matters.

SoilDirect.com makes no representation that information or materials on the Web Site are appropriate or available for use in locations outside the United States. Accessing the Web Site or the Content from places where the Content is illegal is prohibited. Those who choose to access the Web Site from locations outside the United States are responsible for compliance with all applicable laws.

General
SoilDirect.com's failure to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of that right or provision. If any provision of these Terms of Use is found to be invalid by a court of competent jurisdiction, you and SoilDirect.com nevertheless agree that the court should endeavor to give effect to our mutual intentions as reflected in the provisions, and that the other provisions of the Terms of Use will remain in full force and effect. You agree that, regardless of any statute or law to the contrary, any Claims and any cause of action related to use of the Web Site, the Content, or these Terms of Use must be filed within one (1) year after the Claims or cause of action arose or they will be forever barred. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.

© 2008 SoilDirect.com. All rights reserved

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