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 the Site and exit the Site now.

Limited License and Restrictions

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®, the Blade logo and Persephone™ 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 Confidentiality 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) whether by you or others. 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 will 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 will 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 are waived. Further, you expressly assign to Ceres any and all such “moral rights” to such Messages, regardless of whether such right is denominated or generally referred to as a moral right. You forever waive, agree never to assert, and irrevocably transfer and assign to Ceres any and all so-called moral rights that you may have in any of your Messages including the right to identification of authorship or limitation on subsequent modification or use that you have or may have in any such Messages. 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 will 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:

  • Use any Forums or the Site for any illegal purposes (or to solicit any illegal act) including, but not limited to, violating applicable antitrust laws and regulations.
  • Restrict or inhibit any other user from using or enjoying the Forums or the Site;
  • Post or transmit an unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, harassing, pornographic, profane, or indecent information of any kind, including images and language or unlawful material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law;
  • Post or transmit any Message with bigoted, hateful, or racially offensive statements;
  • Post any Message that solicits gambling or engage in any gambling activity;
  • Transmit or upload any information, software or other material that violates or infringes the rights of others, including material that is an invasion of privacy or publicity rights or that is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or rightful holder;
  • Post or distribute any software or other materials that contain a virus or other harmful component;
  • Advertise or sell or solicit to others;
  • Use the Site or its services for the purposes of sending junk email, chain letters, duplicative or unsolicited messages or “spamming,” or in connection with contests, surveys, or pyramid schemes;
  • Try to gain unauthorized access to the Site, other users’ accounts, or computers connected to the Site though password mining or other means; or,
  • Interfere with another user’s Use and enjoyment of the Site or any other individual’s Use and enjoyment of related services.​

If at any time you are not happy with the Forums or object to any material within Forums, you agree that your sole remedy is to cease using them. However, if you believe that your work was copied or posted on this Site in a way that constitutes copyright infringement in order for Ceres to address this issue you must follow the “Notice and Procedures for making Claims of Copyright Infringement” set forth at: http://ceres.net/?page_id=145.

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 either 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 will satisfy any legal requirements that such communications be in writing. Ceres’ collection, 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.

Limitation of Liability; Disclaimer

In no event will 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 will 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 jurisdiction 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 herein 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 our 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 and Use. If any of the provisions contained in these Terms and Conditions of Use, or any of the other policies on the Site, will be deemed invalid, void, or for any reason unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

International Users

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.

Export Laws and Controls

You may not access, use, download or export the Site, or the Information, Materials, Products or Services provided on or through the Site in violation of U.S. export laws and regulations, or in violation with any other applicable laws or regulations. You agree to comply with all export laws, restrictions and regulations of any Untied States, or applicable, agency or authority, and not directly or indirectly provide or otherwise make available any services and products of Ceres in violation of any such restrictions, laws or 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.

Governing Law; Venue

The laws of the State of California, without reference to conflict of law rules, govern these Terms and Conditions of Use, and Ceres’ other policies, rules and agreements posted on the Site, and any dispute of any sort that might arise between you and Ceres. Any dispute relating in any way to the Materials or the Terms and Conditions of Use, and Ceres’ other policies, rules and agreements posted on the Site will be adjudicated in the State or Federal Courts in or around Los Angeles, California. You consent to exclusive jurisdiction and venue in those courts. Ceres may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Ceres’, our affiliates, or any third party’s intellectual property or other proprietary rights.

Last update on December 26, 2014

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT IN ACCORDANCE WITH THE DIGITAL MILLENNIUM COPYRIGHT ACT

Ceres, Inc. (“Ceres”) will respond to allegations of copyright violations in accordance with the Digital Millennium Copyright Act (“DMCA”). The DMCA provides a process for a copyright owner to give notification to an online service provider concerning alleged copyright infringement. When a valid DMCA notification is received, the service provider responds under this process by taking down the offending content. On taking down content under the DMCA, Ceres will take reasonable steps to contact the owner of the removed content so that a counter-notification may be filed. On receiving a valid counter-notification, Ceres will generally restore the content in question, unless we receive notice from the notification provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity. Ceres may provide copies of such notices to the participants in the dispute or to any other third parties, at our discretion and as required by law. Ceres’ privacy policy does not protect information provided in these notices.

NOTE: The following information is provided exclusively for notifying Ceres that your copyrighted material may have been infringed. All other inquiries, such as requests for technical assistance, reports of email abuse, privacy and piracy reports, will not receive a response through this process.

Notification

If you believe that your work was copied or posted on our Website in a way that constitutes copyright infringement, please contact our Designated Agent at the email address below:

Mircea Achiriloaie
1535 Rancho Conejo Blvd.
Thousand Oaks, CA 91320 USA
Email: machiriloaie @ ceres.net
Fax: (805) 376-6537

If your concern is with content you posted to any Persephone.com or Ceres.com webpage, please note that by submitting, posting, or displaying your content on our site, you grant Ceres and its end users a worldwide, royalty-free, non-exclusive license as specified in the Terms of Use. Please visit the Terms of Use.

Your written Notification must include the following information:

  1. A description of the copyrighted work you claim to have been infringed. If you are not the owner of the copyrighted work, you must also include your electronic or digital signature as a person authorized to act on behalf of the copyright owner;
  2. A description of where the material that you claim is infringing is located on our Website;
  3. Information reasonably sufficient to permit Ceres to contact you, such as an address, telephone number, and if available, an email address at which you may be contacted;
  4. A statement that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and
  5. A statement by you, made under penalty of perjury, that the information in your notification is accurate, and that you are the copyright owner or are authorized to act on behalf of the copyright owner.

Upon receipt of the written Notification containing the information as outlined in 1 through 5 above:

  1. Ceres will remove or disable access to the material that is alleged to be infringing;
  2. Ceres will forward the written notification to such alleged infringer (the “Subscriber”);
  3. Ceres will take reasonable steps to promptly notify the Subscriber that it has removed or disabled access to the material.

Counter Notification

To be effective, a Counter Notification must be a written communication provided to Ceres’ Designated Agent that includes substantially the following:

  1. A physical or electronic signature of the Subscriber;
  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  3. A statement under penalty of perjury that the Subscriber has a good faith belief that the material was removed or disabled as a result of mistake or mis-identification of the material to be removed or disabled;
  4. The Subscriber’s name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the Subscriber will accept service of process from the person who provided notification or an agent of such person.

Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above:

  1. Ceres will promptly provide you, the original notification provider, with a copy of the Counter Notification;
  2. Ceres will inform you that it will replace the removed material or cease disabling access to it within 10 business days;
  3. Ceres will replace the removed material or cease disabling access to the material within 10 to 14 business days following receipt of the Counter Notification, provided Ceres’s Designated Agent has not received notice from you that you have filed an action seeking a court order to restrain Subscriber from engaging in infringing activity relating to the material on Ceres’ website.

Account Termination

Ceres may, in appropriate circumstances, terminate an account holder or Subscriber to Ceres Web Sites if he or she is a repeat infringer. If you believe that an account holder or Subscriber is a repeat infringer, please follow the instructions above to contact Ceres’ DMCA Designated Agent and provide information sufficient for us to verify that the account holder or Subscriber is a repeat infringer.

 

Trademark Use Guidelines

Ceres, Inc. (“Ceres”) has prepared these guidelines (“Guidelines”) to provide general information about the appropriate use of its trademarks. These Guidelines are not an exhaustive list of Ceres’s trademark or other intellectual property rights. Ceres reserves all rights in its intellectual property, including all rights not reflected or addressed in these Guidelines. Ceres also reserves the right to modify these Guidelines at any time in its discretion. If you have a business relationship with Ceres you may be subject to additional guidelines or licensing requirements.

A non-exhaustive list of Ceres’s trademarks (the “Trademark List”) is included as Exhibit A.

The goodwill derived from using any Ceres trademark exclusively inures to the benefit of and belongs to Ceres.

In such a case, the following apply:

  • You may not use a Ceres logo (identified as Design Marks and Word & Design Marks on the Trademark List) without Ceres’s prior written permission. If you are interested in licensing a Ceres logo please request a license using the form at http://ceres.net/?page_id=46 .
  • You may use an appropriate Ceres trademark in word form only in a referential phrase to accurately describe how your product or service interacts with or uses an applicable. Ceres branded product or service, so long as such references: (i) are truthful, fair and not misleading or disparaging, and (ii) comply with these Guidelines.
  • Where the reference to a Ceres brand product or service is primarily intended for an audience in the United States, use the trademark symbol (® or TM) as shown on the Trademark List.
  • You may not modify or abbreviate any Ceres trademark.
  • The Ceres mark must be less prominent than the name or trademark that identifies your product or service.
  • The reference to Ceres or a Ceres trademark must not create a sense of endorsement, sponsorship, or false association with Ceres or a Ceres product or service.
  • The use must not show Ceres or its products or services in a false or derogatory light.
  • You may not use any trademark in plural form.
  • All uses of a trademark should be followed by the generic name of the product or service the applicable trademark identifies (e.g., BLADE® seeds).

You must include a trademark attribution statement in the materials in which a Ceres trademark appears. An example of an appropriate attribution statement is: The [insert trademarks used] trademark[s] is/are owned by Ceres, Inc. and used with permission.

  • All use of a Ceres trademark on product packaging must be pre-approved by Ceres in writing.
  • You may not incorporate any Ceres trademark into any other name or trademark.
  • You may not incorporate any Ceres trademark in a domain name, metadata or social media handle.

 

EXHIBIT A

CERES©

BLADE™

BLADE ENERGY CROPS©

TOWERGARD©

DURASWEET©

SKYSCRAPER©

PERSEPHONE™

ICODE™

THE ENERGY CROP COMPANY©