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TERMS AND CONDITIONS OF USE

Please read these terms and conditions carefully before using this Website.

This website ("Site") is provided by Ceres, Inc. ("Ceres"). By accessing or displaying, viewing information or written text ("Information") provided through, or making purchases through, the Site (any of which constitute your “Use” or “Using” of the Site), you agree to abide by all of the terms and conditions set forth herein ("Terms and Conditions of Use").

Your Use of the Site constitutes your acceptance of and agreement to be bound by the Terms and Conditions of Use. If you do not agree to abide by these Terms and Conditions of Use, you must stop Using and exit the Site now.

Limited License
Ceres authorizes you to Use the Site, and to view Information only for your personal use. This authorization is not a transfer of title in the Information or any copies of the Information, or to any text, graphics, logos, images, data compilations, software or other materials on or related to the Site (“Materials”), and is subject to the following restrictions: 1) you may not remove or modify any copyright, trademark, logo or any other proprietary notices affixed to any Information and/or Materials; 2) you may not modify any Information and/or Material in any way, or reproduce or publicly display, distribute or otherwise use the Information and/or Material for any public or commercial purpose; and 3) you may not transfer any Information and/or Material to any other person unless you give such person notice of, and such person agrees to accept in writing, the obligations arising under these Terms and Conditions of Use. You agree to abide by all additional restrictions displayed on the Site, as updated from time to time.  

The Site, or any portion of the Site (including, without limitation, any Information and/or Materials), may not be reproduced, displayed, distributed, duplicated, copied, sold, resold, visited, or otherwise exploited for any public or commercial purposes without the express written consent of Ceres. You agree not to interrupt, impede or adversely affect the operation of the Site in any way, nor will you attempt, collaborate or conspire to do so. You agree not to use the Site, or any portion of the Site, in any unlawful or inappropriate way, or engage in any unlawful or inappropriate conduct while using the Site. Any use in violation of these provisions terminates the authorization granted by Ceres, you will no longer be permitted to Use the Site, Information and/or Materials, and Ceres will be free to seek any remedies against you that may be available at law or in equity.

Intellectual Property
The Site, Information and Materials (including, without limitation, all trademarks, trade names, brand names, logos and images displayed on the Site), are the property of Ceres or its suppliers, and protected by worldwide intellectual property laws and treaty provisions. You agree to comply with applicable patent, trademark, copyright and other intellectual property laws in your Use of the Site, Information and Materials, and to prevent any unauthorized reproduction, displaying, distribution, duplication, de-compilation or modification, or other inappropriate uses of the Site, Information and Materials.

For avoidance of doubt, Blade Energy Crops™ and the Blade logo are trademarks of Ceres. Ceres’ trademarks, trade names, brand names, logos and images, whether or not registered, may not be used in connection with any product or service without prior written consent of Ceres. Except as expressly provided herein, Ceres does not grant any express or implied right to you under any patents, trademarks, copyrights or trade secret information. Any unauthorized use terminates the permission or license granted by Ceres, you will no longer be permitted to Use the Site, Information and/or Materials, and Ceres will be free to seek any remedies against you that may be available at law or in equity.

Account Maintenance
If you Use this Site, you are responsible for maintaining the confidentiality of any account and password established by or provided to you. You agree to accept responsibility for all activities that occur under any such account(s) and password(s). Ceres reserves the right to refuse service, terminate accounts, or cancel orders in its sole discretion.

Submission of Material
You agree not to send any confidential or proprietary material to Ceres via the Site. You agree that any material that you or individuals acting on your behalf provide to Ceres will not be considered confidential or proprietary. By providing any such material to Ceres, you grant to Ceres an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, display, publish, transmit and distribute such material, and you further agree that Ceres is free to use any ideas, concepts or know-how that you or individuals acting on your behalf provide to Ceres. You further understand and acknowledge that Ceres does not want you to, and you warrant that you shall not, provide any material to Ceres that is defamatory, threatening, obscene, harassing, or otherwise unlawful, or that incorporates the proprietary material of any other party.

Forums, E-Mail and Public Communication
This Site may include forums, chat rooms, e-mail function, or other areas (collectively “Forums”), where users can post or exchange information, ideas, opinions, photographs, images, videos, creative works or any other materials (collectively “Messages”) with other users of the Site or the Internet.  In no event shall Ceres assume or have any responsibility or liability for any Messages posted on Forums or for any claims, damages or losses resulting from their use or appearance on the Site.  Children under the age of 18 are not authorized to post messages or participate in Forums on the Site.

Ceres does not control Messages delivered to Forums, and Ceres has no obligation to monitor such Forums.  If at any time Ceres chooses, in its sole discretion, to monitor the Forums, Ceres nonetheless assumes no responsibility for the content of the Messages, no obligation to modify or remove any inappropriate Messages, and no responsibility for the conduct of the user submitting any Messages.

The Messages do not necessarily reflect the views of Ceres and are not necessarily reviewed prior to posting.  Ceres makes no warranties, express or implied, as to the content of the Messages in the Forums or the accuracy or reliability of any Messages and other materials in the Forums.  Ceres reserves the right at all times to disclose any information (including the identity of the persons providing information or materials on its Forums) as necessary to satisfy any law, regulation, or governmental request.  Further, Ceres reserves the right to restrict, prohibit your Use, and remove or edit Messages from any Forum at any time, for any reason.

By posting Messages (including but not limited to acts of uploading files, inputting data, or engaging in any other form of communication) through Forums, you are granting Ceres a royalty-free, perpetual, non-exclusive, unrestricted, worldwide license to use, reproduce, modify, adapt, publish, translate, publicly perform and display, create derivative works from and distribute such materials and/or ideas or incorporate such materials and/or ideas into any form, medium, or technology now known or later developed throughout the universe, and that all so-called “moral rights” to such Messages have been waived.  This grant of rights means that such Messages will be owned by Ceres, and may be used without any payment to, or further authorization by you.  The foregoing grants shall include the right to exploit any proprietary rights in such communication, including but not limited to rights under copyright, trademark, service mark, or patent laws under any relevant jurisdiction.

Rules of Conduct
It is a condition of your Use of Forums and the Site that you do not:

If at any time you are not happy with the Forums or object to any material within Forums, your sole remedy is to cease using them.

Privacy
When you visit the Site or send e-mails to us, you are communicating with us electronically. By doing so, you consent to receive communications from us electronically, by telephone or by mail, unless you have specifically requested otherwise in writing. We will communicate with you by e-mail, posting notice on this Site, by telephone, or by direct mail. However, you agree that all agreements, notices, disclosures and other communications that we may provide to you electronically shall satisfy any legal requirements that such communications be in writing. Ceres’ disclosure and use of personal information you provide when Using the Site, or any Information, Materials or features on the Site, are further described in our Privacy Policy.

Third Party Links
As a convenience to you, the Site may include links to websites operated by other entities (“Linked Websites”). If you access or use these Linked Websites, you will leave the Site. If you decide to visit any Linked Website, you do so at your own risk and Ceres will not be responsible for the content, products or security of these Linked Websites. Ceres makes no warranty or representation regarding any Linked Websites and will have no liability arising out of or related to Linked Websites, nor for any damages or loss caused or alleged to have been caused by or in connection with any purchase, use or reliance on the content, products or services available on or through such Linked Websites. Links do not imply that Ceres or the Site sponsors, endorses, is affiliated or associated with the entities operating the Linked Websites, or is legally authorized to use any trademark, trade name, brand name, logo, image or symbol displayed in or accessible through the links or Linked Websites, or that any Linked Website is authorized to use any trademark, trade name, brand name, logo, image or symbol, whether of Ceres or Blade or otherwise.

Product Information
Ceres attempts to be as accurate as possible in its product and services descriptions. However, Ceres does not warrant that product and services descriptions or other content of this Site will be accurate, complete, reliable, current or error-free. Further, all products and services purchased from Ceres are made pursuant to the Ceres Seed Use Agreement, which will set forth the terms and conditions of purchases you will make from Ceres. Your agreement to the Ceres Seed Use Agreement in connection with any purchase of products and/or services does not relieve you from any of the terms and conditions set forth in these Terms and Conditions of Use.

Limitation of Liability; Disclaimer
IN NO EVENT SHALL CERES OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR CONSULTANTS BE LIABLE TO ANY PERSON OR ENTITY UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR THEORY OF DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR PROGRAMS OR OTHER DATA) THAT ARE RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE, INFORMATION, MATERIALS, PRODUCTS AND/OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THIS SITE, OR ANY LINKS OR LINKED WEBSITES, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS SITE, AND ALL INFORMATION, MATERIALS, PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THIS SITE, IS PROVIDED BY CERES ON AN "AS IS" AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. CERES MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THIS SITE, AND ALL INFORMATION, MATERIALS, PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THIS SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU HEREBY AGREE THAT USE OF THE SITE AND RELATED OR ACCESSIBLE INFORMATION, MATERIALS, PRODUCTS AND SERVICES IS AT YOUR OWN RISK. THE SITE, INFORMATION AND/OR MATERIALS MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL OR OTHER ERRORS. CERES DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR ANYTHING MADE AVAILABLE ON OR THROUGH THE SITE, OR THE RELIABILITY OF ANY OPINION, ADVICE, STATEMENT OR OTHER INFORMATION DISPLAYED, DISTRIBUTED OR ACCESSED THROUGH THE SITE. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, ADVICE, STATEMENT OR INFORMATION SHALL BE AT YOUR SOLE RISK. CERES RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE. CERES MAY MAKE ANY OTHER CHANGES TO THE SITE AND THE INFORMATION AT ANY TIME WITH OR WITHOUT NOTICE.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, ANY OF THE FOREGOING DISCLAIMERS THAT WOULD NOT BE ALLOWED IN THAT JURISIDCTION MAY NOT APPLY TO YOU.
Site Availability and Changes
The Site may be unavailable from time to time due to mechanical, technical, software, hardware or third party vendor failures, updating, maintenance or construction. Ceres cannot predict or control when such downtime may occur and cannot control the duration of such downtime. Ceres may terminate, change, suspend or discontinue any aspect of the Site, including the availability of any features of the Site, at any time. Ceres may also impose limits on certain features and services or restrict your access to parts or all of the Site without notice or liability. Ceres may terminate the authorization, rights and license given above at any time, and, upon such termination, you agree immediately to cease Using the Site and to destroy any and all Information and Materials you have ever obtained through the Site.

Forward-Looking Statements
The Site may contain forward-looking statements, including statements about Ceres’ beliefs and expectations and/or the Blade products and services. These statements are based on current plans, estimates and projections, and therefore readers (including you) should not place undue reliance on them. These statements involve inherent risks and uncertainties, many of which are outside Ceres’ control. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any of them in light of new information or future events.

Changes to these Terms and Conditions of Use
Ceres reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms and Conditions of Use, in whole or in part, at any time. Changes to these Terms and Conditions of Use will be effective immediately upon posting to the Site. Your continued use of the Site after any changes to these Terms and Conditions of Use are posted will be considered acceptance of such changes and agreement to be bound by Terms and Conditions as modified.

Site Policies and Severability
Please review our other policies, including our Privacy Policy, posted on this Site as these policies also govern your visit. If any of the provisions contained in these Terms and Conditions of Use, or any of the other policies on the Site, shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.

International Users and Choice of Law
The Site is controlled, operated and administered from offices within the United States of America. Ceres makes no representation that the Site, or any of the Information, Materials, Products or Services, are appropriate or available for use at locations outside of the United States.  Access to the Site, or the Information and Materials, from territories where the Site or its content is illegal is prohibited. You may not use or export the Site, Information, Materials, Products or Services in violation of U.S. export laws and regulations. If you access the Site from a location outside of the United States, you are responsible for compliance with all local laws, rules and regulations.

These Terms and Conditions of Use, and our other policies posted on the Site, shall be governed by the laws of the State of California, U.S.A., without giving effect to its conflict of laws provisions.

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