Describeit Terms & Conditions

Last Modification: January 27, 2015

Describeit is a service offered by Plant Together Holdings, Inc., a Delaware Corporation (“Describeit”). The following terms and conditions govern all use of the Describeit.com website and all content, services and products available at or through the website (the Website). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Describeit’s Privacy Policy) and procedures that may be published from time to time on this Site by Describeit (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by Describeit, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.

Describeit reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Describeit may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement. The “last updated” date above will be changed whenever a modification is made to this agreement.

License for Services Provided

Subject to this Agreement, Describeit grants to you a limited, personal, non-exclusive, non-transferable license to use the Website for personal or corporate use and not for resale or further distribution. Your right to use the Website is limited by all terms and conditions set forth in this Agreement. Except for your pre-existing rights and this license granted to you, Describeit retains all right, title and interest in and to the Website, including all related intellectual property rights. The Website is protected by applicable intellectual property laws, including United States copyright law and international treaties. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services; (ii) rent, lease or sublicense access to any of the Website; or (iii) circumvent or disable any security or technological features or measures of the Website. Any rights not expressly granted herein are reserved by Describeit. Copyright 2016 Describeit. All rights reserved.

Your Describeit.com Account and Profile

If you create a company profile on the Website, you are responsible for maintaining the security of your account and profile, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must not describe or assign information about your company in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Describeit may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Describeit liability. You must immediately notify Describeit of any unauthorized uses of your profile, your account or any other breaches of security. Describeit will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

Responsibility of Business Owners

If you operate a company profile, comment on a proposal, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, “Content”), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

  • the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
  • if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
  • you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
  • the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
  • the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
  • the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
  • your company profile is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
  • your company profile is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your company profile URL or name is not the name of a person other than yourself or company other than your own; and
  • you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Describeit or otherwise.

By submitting Content to Describeit for inclusion on your Website, you grant Describeit a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your company profile. If you delete Content, Describeit will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.

Describeit disclaims any and all liability for your disclosure of personally identifiable or confidential information you submit via the Website to other users. It is your responsibility to ensure the Website users to whom you submit personally identifiable or confidential information will take appropriate security and non-disclosure measures.

Without limiting any of those representations or warranties, Describeit has the right (though not the obligation) to, in Describeit’s sole discretion (i) refuse or remove any content that, in Describeit’s reasonable opinion, violates any Describeit policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Describeit’s sole discretion. Describeit will have no obligation to provide a refund of any amounts previously paid.

Payment and Renewal

General Terms

Optional paid services such as marketing services are available on the Website (any such services, an “Upgrade”). By selecting an Upgrade you agree to pay Describeit the monthly or annual subscription fees indicated for that service. Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. Upgrade fees are not refundable.

Automatic Renewal

Unless you notify Describeit before the end of the applicable subscription period that you want to cancel an Upgrade, your Upgrade subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such Upgrade (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Upgrades can be canceled at any time in the “Settings/Billing” section of the Website.

Responsibility of Website Visitors

Describeit has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, Describeit does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Describeit disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.

Copyright Infringement and DMCA Policy

As Describeit asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Describeit.com violates your copyright, you are encouraged to notify Describeit in accordance with Describeit’s Digital Millennium Copyright Act (“DMCA”) Policy. Describeit will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Describeit will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Describeit or others. In the case of such termination, Describeit will have no obligation to provide a refund of any amounts previously paid to Describeit.

Intellectual Property

This Agreement does not transfer from Describeit to you any Describeit or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Describeit. Describeit, Describeit.com, the Describeit logo, and all other trademarks, service marks, graphics and logos used in connection with Describeit.com, or the Website are trademarks or registered trademarks of Describeit or Describeit’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Describeit or third-party trademarks.

Attribution

Describeit reserves the right to display attribution links such as ‘Powered by Describeit.com’ in your company profile footer or toolbar. Footer credits may not be removed regardless of upgrades purchased.

Domain Names

If you are registering a domain name, using or transferring a previously registered domain name, you acknowledge and agree that use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers (“ICANN”), including their Registration Rights and Responsibilities.

Changes

Describeit reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Describeit may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

Termination

Describeit may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Describeit.com account (if you have one), you may simply discontinue using the Website. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

No Liability for Lost Data

While Describeit makes every effort to ensure data retention and integrity, Describeit shall not be liable for any loss, deletion, removal or failure of delivery to the intended recipient of user or business Content, whether caused by computer virus, unauthorized access, or otherwise. You are encouraged to retain a backup copy of all Content and you undertake that you shall do so in respect to all uploaded Content. Describeit reserves teh right to deny access to this site and delete Content at any time without notice.

No Warranty

THE WEBSITE IS PROVIDED “AS IS”. DESCRIBEIT AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER DESCRIBEIT NOR ITS SUPPLIERS AND LICENSORS, MAKES ANY WARRANTY THAT THE WEBSITE WILL BE ERROR FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS OR UNINTERRUPTED. YOU UNDERSTAND THAT YOU DOWNLOAD FROM, OR OTHERWISE OBTAIN CONTENT OR SERVICES THROUGH, THE WEBSITE AT YOUR OWN DISCRETION AND RISK.

Limitation of Liability

IN NO EVENT WILL DESCRIBEIT, OR ITS SUPPLIERS OR LICENSORS, BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) THE COST OF PROCUREMENT FOR SUBSTITUTE PRODUCTS OR SERVICES; (III) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (IV) FOR ANY AMOUNTS THAT EXCEED THE FEES PAID BY YOU TO DESCRIBEIT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION. DESCRIBEIT SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND THEIR REASONABLE CONTROL. THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

General Representation and Warranty

You represent and warrant that (i) your use of the Website will be in strict accordance with the Describeit Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

Indemnification

You agree to indemnify and hold harmless Describeit, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.

Miscellaneous

This Agreement constitutes the entire agreement between Describeit and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Describeit, or by the posting by Describeit of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of Virginia, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Fairfax County, Virginia. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Fairfax, Virginia, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Describeit may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.