Terms of Use

Last Updated: February 8, 2018

1. Acceptance of these Terms of Use

Landscape Hub, Inc., a Delaware corporation, (the "Company"), is an online platform that connects Suppliers, Buyers and Intermediaries in the landscape and nursery industry. USERS MUST READ THESE TERMS OF USE CAREFULLY. BY USING THE PLATFORM OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS OF USE, SUCH USER ACCEPTS AND AGREES TO BE BOUND AND ABIDE BY THESE TERMS OF USE. IF A USER DOES NOT AGREE TO THESE TERMS OF USE, SUCH USER MUST NOT ACCESS OR USE THE PLATFORM.

2. Account Information.

In order to access the Platform, Suppliers, Buyers and Intermediaries must provide certain account details and other information to the Company ("Account Information"). The Account Information will require Users to provide identifying information such as company name, address and will be issued secure connection via User login and User generated password.

It is a condition of User's use of the Platform that the Account Information provided by such User is correct, current and complete at all times. The Company has the right to disable any username, password or other identifier, whether chosen by a User or provided by the Company, at any time in the Company's sole discretion for any or no reason, including in connection with a User's breach or suspected breach of these Terms of Use or any applicable law.

3. Sale of Products.

(a) Listing Products.

If a Supplier desires to sell Products on the Platform, such Supplier will provide a description of the specific Products that such Supplier desires to provide to potential Buyers, along with the applicable price and availabilities for such Products. Inventories should be provided with pricing on a regular basis to maintain accuracy on the platform.

By listing Products for sale on the Platform, the Supplier represents and warrants that:

(i) Supplier has the authority to sell such Products on the Platform,

(ii) Supplier has been and remains in compliance in all applicable laws, and

(iii) all information submitted by Supplier on the Platform, including, without limitation, with respect to its Products for sale, shall be not misleading.

The Company reserves the right to modify the description of the Products provided by Suppliers upon written notice at any time, and the Company has the right to remove any Supplier, or the Products provided by any Supplier, from the Platform at any time, with or without reason, upon written notice to such Supplier.

(b) Purchase of Products.

If a Buyer desires to purchase Products from a Supplier, such Buyer will purchase a Supplier's applicable Products by clicking on the "Order" button for such Products as displayed on the Platform. Upon Buyer clicking the "Order" button, such purchase shall be referred to herein as a "Sale." At such time the engagement of a Sale happens, the supplier will confirm the order and at that point the buyer is committed to follow through on purchase of the products ordered. This Sale may be subject up to a 25% deposit on material needing to be harvested. The company will coordinate all logistics between Supplier and Buyer and be the main point of contact.

(c) Intermediaries.

If Intermediaries ("Intermediary" means a Person holding or transporting products in connection with a sale between buyer and supplier on the platform) are involved in connection with a Sale, such Intermediary's services will be contracted for in conjunction with the initiation of a Sale. Intermediaries shall assume sole liability for the Products from the time such Products are picked up and or delivered to its business location(s) until the final delivery of the products to the buyer.

(d) Disputes.

Any disputes between or among Buyers, Suppliers and Intermediaries with respect to a Sale must be resolved through Dispute Resolution (see Section 4 below). The Company does not guarantee a User will agree with the Company's decision(s) with respect to a particular Dispute Resolution. The Company shall not be liable to any User under any circumstances nor shall the Company have any liability to any of the Users for their use of the Platform.

(e) Payments; Supplier & Company Fee.

With respect to a particular Sale on the platform, and after the Supplier submits an invoice for that said particular sale on the platform, The Company shall pay to a Supplier such payment within agreed upon number of days of the receipt of invoice from supplier, less agreed upon "take rate" of such amount (the "Company Fee") by

(i) issuing and mailing a check or

(ii) by transferring such amount to the Supplier's bank account.

(f) Payments; Buyer

With respect to a particular Purchase on the platform, and after the Buyer receives an invoice for that said particular purchase on the platform, The Buyer shall pay to The Company such payment within agreed upon number of days of the receipt of invoice from The Company.

(g) Fraudulent, Erroneous or Duplicate Transactions; Chargebacks.

The Company reserves the right to seek reimbursement from a User, and such User will reimburse the Company, if the Company discovers a fraudulent transaction, erroneous or duplicate transaction, or if the Company receives a chargeback or reversal from any User's credit card company, bank, or User's account for any reason.

(h) Non-Circumvention.

Each User agrees not to take any action directly to circumvent the payment of the Company Fee. Each User agrees to use the Platform to sell, buy or hold Products with or for other Users, and shall not circumvent the Platform or the Company. It is understood by The Company that users may have other sales channels in place that would not be directly related the use of platform for such transactions. User agrees to notify the Company immediately if a different User seeks to pay or receive payment outside of the Platform for a transaction directly initiated on the platform via email at support@landscapehub.com.

4. Dispute Resolution.

If a User has a dispute over any aspect of its use of the Platform, including, without limitation, the quality, according to ANLA standards, delivery of or payment for the Products, a User must initiate the dispute resolution process as described in this Section 4 ("Dispute Resolution"). Users must initiate Dispute Resolution within 10 days of when such User should have reasonably become aware of the existence of a dispute; with respect to any disputes over the quality of the Products, according to ANLA standards, quantity deficiencies, or damage during transport, the company will provide written documentation to the affected user along with any provided support documents submitted by user initiating such dispute.

If a User initiates Dispute Resolution, the Company may contact the applicable Users to understand the facts of the dispute. The Company shall make a final decision on such dispute within 10 days of the initiation of the applicable Dispute Resolution. Within 10 days of the final determination by the Company and affected user of the resolution of the dispute, the Company shall disburse any funds in its possession to the applicable Users, as determined by the Company and affected user. Each User involved in a particular Dispute Resolution agrees to indemnify and hold harmless the Company and any of the Company's affiliates against any damages or liability that arise in connection with the Company's resolution of such dispute pursuant to Dispute Resolution. Any non-resolved dispute between any User and The Company will be resolved by binding arbitration, conducted by the American Arbitration Association (AAA) under its rules. The AAA's rules are available at www.adr.org.

5. Prohibited Uses.

In connection with its use of the Platform, each User agrees it will not:

(i) Breach these Terms of Use;

(ii) Violate any applicable federal, state, local or international law or regulation;

(iii) Use any robot, spider, other automatic device, or manual process to monitor or copy any portion of the Platform without the Company's prior written permission;

(iv) Infringe the Company's, any User's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;

(v) Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;

6. Intellectual Property Rights.

The Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit Users to use the Platform for the limited purposes provided in these Terms of Use. Users must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Platform. If a User prints, copies, modifies, downloads or otherwise uses or provides any other Person with access to any part of the Platform in breach of the Terms of Use, such User's right to use the Platform may immediately cease and such User must, at the Company's option, return or destroy any copies of the materials such User has made. No right, title or interest in or to the Platform or any content on the Platform is transferred to such User, and all rights not expressly granted in these Terms of Use are reserved by and for the Company.

7. Trademarks.

The Company's name, the Company's logo(s) and all related names, logos, product and service names, designs and slogans are trademarks of the Company. Users may not use such items without the prior written consent of the Company in each instance. All other logo(s) and trademarks not owned by the Company that appear on the Platform are the property of their respective owners and may not be used without their respective owners' prior written consent.

8. Copyright Infringement.

The Company takes claims of copyright infringement seriously. The Company will respond to notices of alleged copyright infringement that comply with applicable law.

The Company's designated Copyright Agent is: Horwood Marcus & Berk Chartered, Attn: Aaron D. Werner, Esq.. 500 W. Madison Street, Suite 3700, Chicago, Illinois 60661. It is the Company's policy, in appropriate circumstances, to disable and/or terminate the accounts of Users who are intellectual property infringers.

9. Platform Availability.

The Company reserves the right to withdraw or amend the Platform, and any function or material provided on the Platform, in its sole discretion without notice. The Company is not liable if, for any reason, all or any part of the Platform is unavailable at any time or for any period. From time to time, the Company may restrict access to some parts of the Platform, or the entire Platform, from the Users.

10. Independent Contractor.

Each User acknowledges and agrees that its relationship with each other User and the Company is that of an independent contractor. Nothing in these Terms of Use shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between any of the Users and/or between the Company and any of the Users.

11. Taxes.

The Supplier is responsible for applying sales taxes, when appropriate, on invoices related to purchases and any remittance of applicable taxes on any fees or other income received by such Suppliers in connection with providing Products to Buyers. The Company will process all applied taxes to invoices on supplier's behalf and return with invoice payments to supplier. The Company is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes and is only passing through sales tax as a convenience to both Supplier and Buyer. Each Supplier agrees that it will abide by any and all applicable state and federal tax statutes, regulations and common law.

12. Termination of Account.

Users may terminate their membership on the Platform by providing written notice to the Company at support@landscapehub.com; provided, Suppliers must complete all then-current Sales in progress prior to the termination date of its membership on the Platform.

13. Privacy; Ownership of Data.

Protecting Users' privacy is very important to the Company. Please review the Company's Privacy Policy (https://www.landscapehub.com/privacy)

In order to better understand the Company's commitment to maintaining privacy, as well as the Company's use and disclosure of information. Each User agrees that any information about another User it receives by or in connection with the Platform or by providing Products must be kept confidential and shall only be used in connection with buying, selling or holding Products in connection with the use of the Platform. The Company may review any and all communications that Users have with one another on the Platform, with or without notice to the Users. Users acknowledge and agree that they have no expectation of privacy concerning the sending or receiving of communications by such User when they use the Platform. The Company is the sole and exclusive owner of all content, data and information that is submitted by Users on or through the Platform (the "Data"), including, but not limited to any reviews or feedback received concerning other Users. The Company may use, commercialize or reproduce the Data in any format or venue that the Company deems appropriate, without compensation to any Users. No User shall reproduce or otherwise use the Data without the Company's express written consent, which may be withheld in the Company's sole discretion.

14. Disclaimer of Warranties.

EACH USER'S USE OF THE PLATFORM AND INTERACTIONS WITH OTHER USERS THROUGH THE PLATFORM IS AT SUCH USER'S OWN RISK.

15. Limitation on Liability.

IN NO EVENT WILL THE COMPANY OR ANY OF ITS AFFILIATES, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH A USER'S USE, OR INABILITY TO USE, THE PLATFORM.

16. Indemnification; Set-off.

Subject to the limitation of liability in Section 15 above, the Company agrees to defend, hold harmless and indemnify a User from and against any and all losses, costs, expenses, damages or other liabilities arising from or in connection with the Platform's actual infringement of a third party's intellectual property rights; provided, such User must immediately notify the Company of any such claim(s) and cooperate with the Company in connection with the defense thereof.

Each User agrees to defend, hold harmless and indemnify the Company and its directors, officers, shareholders and assigns from and against any and all losses, costs, expenses, damages or other liabilities arising from or in connection with:

(i) such User's actions or inactions through the Platform or relating to its purchase, sale or holding of the Products;

(ii) breach of contract or other claims made by other Users with respect to how a User has conducted business through the Platform;

(iii) a User's breach of any provision of these Terms of Use;

(iv) any liability arising from the tax treatment of payments or any portion thereof received by a User in connection with providing or obtaining Products or otherwise in connection with such User's use of the Platform; and/or

(v) any intentional misuse or misconduct by a User when using the Platform, or such User's violation of any laws.

The Company shall be entitled to participate in such defense through its own counsel at the Company's own cost and expense. If the Company determines that a User has breached these Terms of Use, the Company may set-off any amounts the Company may otherwise owe to the breaching User from any amounts then-currently in the Company's possession related to such User. Upon exercising its set-off rights, the Company will provide such User with notice thereof along with reasonable detail concerning such set-off amounts.

17. Governing Law; Jurisdiction; Waiver of Jury Trial.

All matters relating to the Platform and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Illinois.

18. Changes to these Terms of Use.

The Company may revise and update these Terms of Use, from time-to-time in the Company's sole discretion.