IMPORTANT: This Agreement is a legal contract between you and Seed Spot. PLEASE READ OUR APPLICATION AGREEMENT AND TERMS OF SERVICE CAREFULLY BEFORE SUBMITTING AN APPLICATION. By submitting an application to Seed SPOT, YOU agree to the following conditions:

Seed Spot (“Seed Spot” or “us” or “we”) is a nonprofit incubator focused on supporting Arizona’s most innovative social entrepreneurs; those creating high impact ventures that improve the lives of people and communities on a local, national, or global scale.

The following Application Agreement and Terms of Service (the “Agreement”) describe the terms and conditions applicable to each applicant (the “Applicant”) and the services to be provided by us, including our review and evaluation of your Application (as defined below) (the “Services”) under the application guidelines (the “Application Guidelines”).  All references to “Applicant“, “you” or “your” means the Applicant that has submitted an Application to Seed Spot through this website (the “Site“), and each individual owner, employee or agent of the Applicant.

1. Agreement Acceptance; Registration and Application Submission.  Your submittal of a business proposal (the “Application”) constitutes your acceptance of this legal Agreement on behalf of yourself, as an individual, and the Applicant.  BY CLICKING THE “I’VE READ AND ACCEPT THE TERMS AS DESCRIBED” BUTTON BELOW, YOU HEREBY AGREE TO BE BOUND BY THE TERMS OF THIS LEGAL AGREEMENT – WHICH INCLUDES OUR PRIVACY POLICY [http://seedspot.org/privacy-policy] AND THE APPLICATION GUIDELINES [http://www.seedspot.org/apply] INCLUDING WITHOUT LIMITATION ALL WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS THAT APPEAR BELOW. BY CLICKING THE “I’VE READ AND ACCEPT THE TERMS AS DESCRIBED” BUTTON BELOW, YOU CONFIRM THAT YOU HAVE ACCESS TO THE INTERNET AND THE ABILITY TO MAKE HARD COPIES OF THIS AGREEMENT.  PRINT OUT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.  YOU AGREE THAT THE ELECTRONIC RECORD IN OUR SYSTEM WILL BE THE CONTROLLING COPY OF THE AGREEMENT. This Agreement constitutes the entire and only agreement governing the Application, the Site, and the Services, and supersedes all prior or contemporaneous agreements and understandings with respect to the Application, the Site, and Services, the content, and any products or services provided or available from Seed Spot.  IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT SUBMIT THE APPLICATION OR USE OUR SERVICES FOR ANY PURPOSE.

2. Privacy Policy.  By agreeing to this Agreement, you are also agreeing to the use of your personal and other information in accordance with our Privacy Policy.  [http://www.seedspot.org/privacy-policy]

3. Modifications.  We reserve the right to modify or amend this Agreement at any time.  Notice of changes to this Agreement will be communicated to you in advance.  Material changes will be conspicuously posted on the Site.  You agree that accessing or using the Site, or submitting an Application without any objection following posting of changes, constitutes your acceptance of the revised Agreement terms. All changes will be effective immediately upon their posting on the Site.

4. Your Representations and Warranties and the Application Process.

(a) You have reviewed the Application Guidelines, and are submitting an Application that is reflective of your own unique idea.

(b) You understand that it is your responsibility to protect your highly confidential or trade secret information. We will keep the Application confidential. However, it is your sole responsibility to ensure the legal protection of the ideas and plans submitted or later disclosed by you to us. You understand and agree that we may share your Application with our employees, consultants, agents, and representatives, as well as with other third parties involved in reviewing and evaluating your Application (the “Judges”), but will require that they also agree to keep your Application confidential.  You understand that Judges are volunteers in the selection process.

(c) You agree to our conducting a formal background check to ensure no criminal record exists if selected as a finalist.

(d) In exchange for the time, expertise and other resources required to review and evaluate Applications, each Applicant hereby voluntarily releases Seed Spot, Judges, and their representatives, from any liabilities, responsibilities, and accountabilities relating to participation in the Seed Spot selection process, and from review and evaluation of your Application.

(e) You represent and warrant that:
(i) you are at least eighteen (18) years of age;
(ii) you have the legal ability and authority to enter into this Agreement on behalf of yourself and the Applicant;
(iii) the information you may provide to us is accurate and complete;

(f) You will comply with all local, state, national, foreign and international laws and regulations applicable to the Application, your use of the Site and Services, including, but not limited to, any applicable (i) court ordered publication bans; (ii) restrictions on publishing, printing, distributing, possessing, selling, advocating, promoting or exposing, obscene or threatening material, child pornography, or hate propaganda; (iii) restrictions on the use of trademarks or trade names, or any work which is protected by copyright, trade secret, patent or other intellectual property laws, including software; and (iv) restrictions on defamation, libel, harm to reputation, invasion of privacy, misuse or failure to protect personal information, violation of secrecy, confidentiality, unfair competition and other situations which could generate liability;

(g) You will immediately notify us if any information you provide becomes inaccurate, incomplete or otherwise false or misleading;

(h) You will not:
(i) transmit any spam, chain letters or other similar communications to other users via the Site, will not post or submit information containing viruses, or any computer programs that result or may result in the damage, interference with or interception or expropriation of the Site, its content, or any system, software, hardware, data or other information;
(ii) use any robot, spider or other automatic device or manual process to monitor or copy the Site’s web pages or any content contained on or available through the Site or Services;
(iii) collect nor use any data that is not yours that is contained on or available through the Site or Services, including without limitation access, retrieve or index the Site or Services for purposes of constructing or populating a searchable database.
(iv) copy, market, distribute, export, translate, reverse engineer, transmit, merge, modify, transfer, adapt, loan, rent, lease, assign, share, redistribute, host, hyper-link to, frame, store, or permit access to all or part of the Site or its content, or any Services available on or through the Site. We retain the right, but are not obligated, to store and monitor any activity and content on any system operated by us, including without limitation the Site and its content, and any Services available on or through the Site, and the right to disclose such activity and content to third parties, including without limitation law enforcement officers;

(i) You will promptly report to us any violation of this Agreement of which you become aware; and

(j) If you are submitting the Application on behalf of a business entity, you represent and warrant to Seed Spot that you have the requisite authority to bind such business entity to this Agreement.

5. Our Services.

(k) Seed Spot reserves the unrestricted right to interpret, review and judge all Applications.

(l) Seed Spot reserves the right to change, alter, amend or change the Application Guidelines, at its discretion and at any time.

(m) All decisions made by Seed Spot and its Judges on all matters relating to Seed Spot venture selection, review and evaluation of the Applications or provision of the Services will be final and not open to appeal or negotiation.

(n) All Applications submitted by midnight on August 31, 2012 will be reviewed. An initial screening of Applications will take place, and up to forty (40) Applications will be advanced to the semifinalist round. Semifinalists will be interviewed the second week of September, 2012 and one or more finalists will be announced by September 15, 2012.

(o) You should not contact Seed Spot regarding your Application status; all Applicants will receive a written response from Seed Spot informing you of your Application status after the August 31, 2012 deadline.

(p) Finalists will be required to enter into a Services Agreement with Seed Spot, which may include free or reduced-cost space, funds, mentoring and other potential services, as determined in the sole discretion of Seed Spot.  Final signature of the Seed Spot Services Agreement is a requirement before any finalist will be provided any funds or services whatsoever.

6. Intellectual Property Rights.

(q) The content of the Site and the Services, including without limitation the Application form, text, graphics, logos, button icons, images, video or audio clips, digital downloads, data compilations and software, is the property of Seed Spot or its suppliers and contractors and is protected under applicable United States and international copyright and other intellectual property laws.  The compilation of all content on the Site is also the exclusive property of Seed Spot and is protected by United States and international copyright laws. Any unauthorized use of our intellectual property rights is strictly prohibited and may be prosecuted to the fullest extent that the law provides.

(r) Seed Spot assumes no liability or responsibility for any content or material of any kind that is posted on any area of the Site or available through the Services.  If you believe any materials on the Site infringe your intellectual property rights, you may request removal of those materials  by sending us an email at connect@seedspot.org.

(s) You must maintain the confidential nature of all Confidential Information during the term of this Agreement and at all times after the termination of this Agreement and may not use such Confidential Information for your benefit (except as necessary in connection with this Agreement), or for the benefit of any third party. You must exercise the same degree of care and protection with respect to the Confidential Information as used to maintain the confidentiality of your information that you deem confidential.  You will use at least a reasonable degree of care and protection and will only disclose the Confidential Information to your employees, agents and representatives on a need-to-know basis, and will require that they also protect the Confidential Information as described in this Section. “Confidential Information” includes, without limitation, the Site, the Site content, the Services, the Application form, and any other information regarded as confidential and proprietary by Seed Spot or its vendors or licensors, regardless of whether such information is identified as confidential or proprietary in writing. However, nothing in this Agreement restricts your right to disclose or use any information that (i) was already known to you at the time of our disclosure to you, as evidenced by written documents in your possession, (ii) was generally available to the public or becomes publicly known through no wrongful act by you, (iii) was received by you from a third party who had a legal right to provide it to you, or (iv) was developed by you independently of the Confidential Information you receive from us. In the event you are required to disclose Confidential Information under to a valid request from a court of competent jurisdiction, you must notify us before providing any Confidential Information in order to enable us to seek an appropriate protective order and cooperate with us in seeking to obtain such an order. Any such disclosure must be limited to the specific information required and you must use reasonable efforts to obtain confidential treatment of any Confidential Information required to be disclosed.

7. No Warranty.

(t) The Site and Services are provided AS-IS, AS AVAILABLE and WITH ALL FAULTS.  We make no warranty or representation with regard to the Site or the Services and hereby disclaim any and all warranties, express or implied, including but not limited any implied warranties of title, noninfringement, merchantability, quality and fitness for a particular purpose, and any warranties arising from a course of dealing or usage in trade.

(u) Seed Spot specifically makes no warranty or representation regarding the results that may be obtained from the Site or the Services, or any guarantee, warranty or representation that your Application will be accepted, or advanced to semifinal or final rounds of evaluations.  Seed Spot also makes no warranty as to the accuracy or reliability of any information obtained from the Site, Application Guidelines or Seed Spot or that any information will meet any of your requirements, be uninterrupted, timely, secure or error-free.  We are not responsible for the timeliness, deletion, misdelivery or failure to store any of your communications, including without limitation, any applications or other information you may submit or attempt to submit.

(v) You understand and expressly agree that use of the Internet and the Site and Services is at your own risk, that any material or data downloaded or otherwise obtained through the Internet or the Site, including without limitation the Services, is at your own discretion and risk, and that you are solely responsible for any damage to your computer system, loss of data or any other form of damage that may be incurred.  IF YOU WANT TO KEEP A COPY OF SOMETHING YOU POST ON THE SITE, DO NOT RELY ON THE SITE – DOWNLOAD OR PRINT YOUR OWN COPY.

(w) In the event you are dissatisfied with your use of or access to the Site or any Services provided by us, your sole and exclusive remedy is to discontinue use of or access to the Site or the Services, withdraw your Application, or both, even if this remedy should fail of its essential purpose.

(x) You agree that Seed Spot has no liability for any misrepresentation, incomplete statement or failure to disclose any information ordata, or for any claims arising from any transaction resulting from your use of the Site, submittal of the Application, or provision of the Services.

8. Limitation of Liability.  We are not liable for loss of business, loss of profits, loss of revenue, or the like or any direct, indirect, special, exemplary, punitive, incidental or consequential damages, relating in any way to your use of or access to the site, submital of any Application, acceptance or non-acceptance of your Application, or other Services we may provide, whether based on breach of contract, breach of warranty, negligence, product liability, tort or strict liability or otherwise, even if advised of the possibility of such damages.  Regardless of the foregoing, in no event will our liability to you exceed $100, even if this remedy should fail of its essential purpose.  The limitations of liability above are fundamental elements of the basis of the bargain between us and the applicant and user of our Services.

9. Indemnification. You agree to indemnify, defend and hold harmless Seed Spot and (as applicable) its parents, subsidiaries, partners and affiliates and their respective officers, directors, employees, and agents from any and all liability, loss, damages, claim and expense, including reasonable attorney’s fees, related to or arising from your violation of this Agreement, your use or misuse of the Site or Services, submittal of the Application, or your infringement of any intellectual property or other right of Seed Spot or any third party.  Notwithstanding the foregoing, we reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which you shall cooperate with us in asserting any available defenses.

10. Dispute Resolution and Interpretation.

(y) This Agreement will be construed and interpreted under the laws of the State of Arizona, without regard to any choice of laws or conflict of laws provisions.  All disputes arising in connection with this Agreement or its validity will be finally settled by Arizona federal or state courts. YOU HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF ARIZONA.

(z) If any of the provisions in this Agreement 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.

({) This Agreement, along with our Privacy Policy and the Application Guidelines [http://www.seedspot.org/apply] are the sole agreement governing your use and access of the Site, and submittal of the Application and Services, and supersede all other agreements regarding use of the Site, or submittal of an Application and the Services.  Any waiver of any portion of this Agreement by Seed Spot will be effective only if in writing and signed by an authorized officer of Seed Spot.

No agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by this Agreement.

11. Communications Between You and Seed Spot

(}) You can contact us through this Site or send us an e-mail.  Unless you tell us otherwise or the law requires otherwise, you agree to receive all communications from us by e-mail or by our posting notices to your account – if you decide to create one. You agree that you are able to print the communications for your records.  You agree that all communications that we send to you electronically satisfy any legal requirement that a communication be in writing.  You may choose to get legal notices in paper form through the mail if you tell us you do not want legal notices sent by us electronically.  If you choose to paper form, legal notices will be sent to you in paper form by postal mail or as otherwise permitted or required by law.  To tell us you do not want legal notices sent electronically, please send a written request to connect@seedspot.org.

(~) In general, we will keep all information collected through the Site for – at a minimum – the length of time required by law.  We keep backup files as a protection against natural disasters, equipment failures, or other disruptions.  Backup files protect you and us because they lower the risk of losing valuable information.  Removing a record from our main files does not always remove that record from any backup systems.  It may take some time before all information in a backup record is completely erased.  In the meantime, as long as backup records exist, they receive the same privacy and security protections as our other records.

(|) If we give you a paper copy of an electronic record, the paper copy will be the controlling copy.  Otherwise, you agree that the electronic record in our system will be the controlling copy.

(b) You can access, update, correct, or remove your information through your online account, or by contacting us at connect@seedspot.org. You can also close your account at any time.   You may also request a copy of your information and a list of anyone we have shared your information with.

12. Agreement Acceptance.

(A) Each party agrees that the execution of this Agreement using electronic signatures via the clip wrap function below will have the same force and effect as delivery of original signatures and that each party may use such electronic signatures as evidence of the execution and delivery of the Agreement by the parties to the same extent that an original signature could be used.

(B) You are agreeing to be bound by this Agreement by executing it in electronic form.  Once you click “I Agree,” the Agreement transmitted to and maintained in Seed Spot’s computer storage and other records, shall constitute the unique and identifiable authoritative copy of this Agreement, and will not be modified for any reason. You should also print a copy of this Agreement before clicking “I Agree”, and you represent that you have the software and hardware to allow you to do so. Please type the name and address of the party to be bound (referred to herein as “you” and “your”), and the name and title of the individual clicking “I Agree” below.

If You Continue to use  the Site after a modified Agreement has been posted on the site, you have agreed to the changes.