Effective Date: March 3, 2021
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING, PAYING FOR, OR USING THE WEBSITE AND ASSOCIATED SERVICES. BY ACCESSING OR USING THE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
ROOTS DOWN MAY, FROM TIME TO TIME, AND RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO MODIFY, LIMIT, CHANGE, DISCONTINUE, OR REPLACE THE WEBSITE OR THIS AGREEMENT. IN THE EVENT ROOTS DOWN MODIFIES, LIMITS, CHANGES, OR REPLACES THE WEBSITE OR THIS AGREEMENT, YOUR USE OF THE WEBSITE AFTER SAID MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT CONSTITUTES YOUR MANIFESTATION OF ASSENT TO THE MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT.
1. About the Website
This is a marketing and informational website for Roots Down, our programs, and our partners. It is not Roots Down’s intention to provide any legal advice regarding the urban agriculture industry. Rather, the Website, its services, and related content on the Website is for informational and research purposes only. If you need legal advice for a specific issue, Roots Down urges you to consult with a licensed attorney. Nothing contained on the Website is intended to substitute for legal advice from a qualified, licensed attorney. Roots Down does not sponsor, endorse, or recommend one law firm or attorney over another. The choice of legal counsel is yours alone.
The information on the Website should not be considered complete or up to date. You agree to hold Roots Down harmless for any errors, omissions, or misrepresentations contained within the Website’s content. Your reliance upon any information provided by Roots Down, our employees, other appearing on the Website at invitation by Roots Down, or other visitors or users of the Website is solely at your own risk.
2. Warranties and Representations
You warrant and agree that you have the right and legal capacity to enter into this Agreement and to adhere to its terms and conditions. You warrant that you are a human individual that is eighteen (18) years of age or older. If you are under eighteen (18) years of age but at least thirteen (13) years of age, you must present this Agreement to your parent or legal guardian for their review. You warrant that you are not prohibited from assenting to this Agreement by any preexisting Agreement.
You warrant and represent that any and all information that you provide to Roots Down and the Website is accurate and valid. You shall be solely responsible for your own content and the consequences of submitting and publishing your content on the Website. You represent and warrant that you own or have the necessary licenses, rights, and permissions to publish content you submit to the Website. You agree to comply in good faith with the terms of this Agreement.
You will not use the Website in any way that violates the rights of third parties, and you agree to comply with any and all applicable local, national, state, provincial, and international laws, treaties, and regulations. Given the global nature of the Internet, you agree to comply with all laws and rules where you reside or where you use the Website. The Website is operated in the United States and Roots Down makes no representation that its Website or services or products are appropriate, lawful, or available for use in other locations.
3. Ownership of Website and License
Excluding your content, you acknowledge and agree that Roots Down is the owner of, or has rights in and to, the Website and its associated content, including but not limited to all intellectual property rights inherent therein. The Website is protected by all applicable laws, intellectual property or otherwise, and you are expressly prohibited from using the Website for any purposes not explicitly stated in this Agreement. Specifically, and except where otherwise allowed under this Agreement, you are prohibited from framing, scraping, aggregating, hacking, reverse engineering, crawling, reproducing, preparing derivative works of, distributing, performing publicly, or displaying publicly the Website, whether in whole or in part, without the prior written consent of Roots Down.
Roots Down hereby grants you a limited, non-exclusive, non-sublicensable, royalty free, non-assignable, and revocable license to use the Website for its customary and intended purposes. If you download software from the Website, the software, including all files and images contained in or generated by the Software, and accompanying data are deemed to be licensed to you by Roots Down, for your personal, non-commercial use only. Violation of the terms of this Agreement or use of the Website for a use outside of its customary and intended purposes, such as, but not limited to downloading (other than page caching) or modifying the Website or any portion of it will result in the termination of this license. Absent prior written permission from Roots Down, you are not permitted to reproduce, prepare derivative works, distribute copies, perform, display, or use for commercial purposes the Website or its content. This license is revocable at any time, and any rights not expressly granted herein are reserved to Roots Down.
All trademarks, common law or registered trademarks, displayed on this Website are the property of their respective owners. Specially, all Roots Down marks are the property of Roots Down, including, but not limited to Roots Down, and all Roots Down’s logos. The Website, including its look and feel, color selections, layout, and arrangement, is the trade dress of Roots Down. You are prohibited from using Roots Down’s trademarks, service marks, and trade dress, or any colorable imitation thereof, to indicate the source of, sponsorship of, approval of, affiliation with, connection with, or association with your goods or services without the prior written consent of Roots Down.
5. Your Content
You retain full ownership rights to any content you post, upload and/or submit to the Website, including, but not limited to, photographs, videos, and text. You understand that Roots Down does not guarantee the confidentiality of any content submitted to the Website and other users may view such content.
By submitting content to the Website, you hereby grant Roots Down and its affiliates, officers, directors, employee, consultants, agents, representatives, and licensees a limited, irrevocable, worldwide, perpetual, non-exclusive, royalty free, sub-licenseable, and transferable license to use, reproduce, transmit, publicly display, distribute, edit, and make available for any purpose regardless of the form or medium. Specifically, Roots Down may display your content in any order or orientation on the Website. You understand and agrees that the above license granted to Roots Down terminates within a commercially reasonable time after your content is removed or deleted from the Website. Also, your understand and agrees that Roots Down may (but is not obligated to) keep archives of your content for the purpose of maintaining business records of Roots Down and preserving evidence of its Website activity.
Further, you agree that the content submitted to the Website will not contain third party copyrighted material, or material subject to other third party proprietary rights, unless the you have permission from the rightful owner of the material or you are otherwise legally entitled to post the content and to grant Roots Down all of the license rights granted herein.
6. Account Registration; Payment; Termination
Some products and services offered by Roots Down, such as online training courses, require payment. For these products and services, Roots Down charges and collects fees in advance of you obtaining access. All costs and fees are quoted and payable in United States Dollars and are subject to change. The fee-based online training courses are all managed by a Learning Management System (LMS), such as Teachable. Payment is processed through a third-party payment processor, such as PayPal or Stripe. It is your sole responsibility to review and comply with all Terms and Policies of any third parties. You agree to pay all applicable taxes, duties, levies or charges imposed by any governmental entity anywhere in the world. You understand and agree that Roots Down will not be held liable for any user’s failure to use the services or to complete a transaction entered into through the Website.
Roots Down may, at its sole discretion, provide you with a thirty (30) day money back on all fee-based Roots Down training courses. The license to use any Roots Down product or service is revoked at the time that you request Roots Down for a refund.
You have a duty to ensure that the information that you provide through your account is truthful, current, complete, and accurate. You understand and agree that you have an ongoing duty to update and keep current the information provided through you’re a\account if and when that information changes. You are expressly prohibited from creating an account that impersonates another person, contains offensive or obscene language, or otherwise violates the rights of a third party. You expressly agree that you will not use your account to interfere with or disrupt a third party’s enjoyment and use of the Website. Roots Down reserves the right to restrict access to, monitor, suspend, disable, or delete your account at any time, in its sole discretion, and without prior warning.
The Website receives data from third-party software systems. You are responsible for communicating any changes in data structure, management system, or hardware upgrades that may impact Roots Down’s ability to receive and process your content. In addition, you are responsible for providing Roots Down with accurate instructions and information regarding the third party systems and databases with which the Website will interface, and you bear all responsibility for incomplete, inaccurate or otherwise faulty information regarding third party systems and databases belonging to you as conveyed to Roots Down in connection with set up or maintenance of Roots Down's Website and services.
Roots Down may change any terms and conditions regarding your use of the Website at any time. Your use of the Website shall constitute acceptance of any changes made to this Agreement.
You agree to keep your account secure from unauthorized access. You will log in using your account password. You should not to reveal your password to others. You agree that you alone are responsible for your account and all associated user profiles. You accept full responsibility for any and all use of your account, whether authorized or unauthorized. In the case of unauthorized access to your account, you agree to contact Roots Down immediately. You agree to hold harmless and indemnify Roots Down for any damages that arise out of or in relationship to the use of your account.
By creating an account and/or providing your email address, you agree that Roots Down, and its designees and agents, may contact you by any available means, including, but not limited to, by email.
7. Prohibited Uses
You agree that you will not use the Website to violate any law, statute, ordinance, regulation, or treaty, to violate the rights of third parties, or for a use outside of the customary and intended purposes of the Website.
Specifically, you are prohibited from, without limitation:
Transmitting unsolicited commercial email messages, or spam, through the Website or to users of the Website;
Suggesting an affiliation with or endorsement by Roots Down;
Providing material that exploits people under the age of 18 in a sexual or violent way or otherwise attempting to solicit information from anyone under the age of 18;
Promoting an illegal or unauthorized copy of another person’s copyright protected work, in whatever form, including providing pirated computer programs or software or links to them, or providing information to circumvent copyright protected notices or devices;
Imposing a disproportionate load on the Website or its server infrastructure or otherwise attempting to interfere with the operation of the Website;
Circumventing Roots Down’s technological or security protection mechanisms;
Using a script, robot, spider, scraper, or other automated technology to access the Website;
Attempting to gain access to the private data or personal information of a user of the Website or a third party;
Posting or transmitting content intended to collect personal or personally identifiable information from users of the Website or third parties;
Harassing and/or stalking a third party through your use of the Website;
Impersonating another or creating multiple alias accounts;
Using the Website in furtherance of any unlawful sexual solicitation;
Posting or transmitting content that threatens or encourages bodily harm or the destruction of property;
Posting or transmitting content that infringes upon the intellectual property rights or other personal or proprietary rights of other users of the Website or third parties;
Posting or transmitting content that is inaccurate, false, misleading, offensive, derogatory, obscene, profane, sexually oriented, racially offensive, or otherwise harmful;
Posting or transmitting content that incites any illegal activity;
Posting or transmitting content that constitutes fraud, an unwanted commercial solicitation, a phishing scam, a pyramid scheme, or a chain letter; or
Posting or transmitting content that violates any term or condition of this Agreement.
Your violation of any term or condition of this section may result in the immediate termination of your registration account and profile and the disabling of your access to the Website.
8. Section 230 of Communications Decency Act
You acknowledge and agree that Roots Down is an interactive computer service provider under Section 230 of the Communications Decency Act. Though Roots Down may edit, remove, or control the content displayed through the Website, you agree that Roots Down will not be considered an information content provider and will not be held liable for the republication of defamatory or tortious content created by third parties, whether through the Website or otherwise.
9. Third Party Links
You understand that the Website may contain links to third party websites, applications, or services that Roots Down does not own or control. You agree that Roots Down will not be held responsible or liable for the content of third party websites, applications, or services and that Roots Down’s inclusion of those websites, applications, or services within its Website does not constitute Roots Down’s endorsement of or recommendation of any of those websites, applications, or services. The Website, though, may contain links to third party websites, applications, or services that are affiliates of Roots Down and from which Roots Down may receive payment. Specifically, Roots Down is a participant in the Amazon Services LLC Associates Program, an affiliate advertising program designed to provide a means for websites to earn advertising fees by advertising and linking to amazon.com.
10. No Endorsement
Roots Down does not endorse or recommend any commercial product, process, or service. The views and opinions of users, contributors, and others expressed on this Website do not necessarily state or reflect those of Roots Down and are not intended to be used for advertising or product endorsement purposes.
11. Term and Termination
This Agreement will remain in full force and effect so long as the Website is in operation. Roots Down may terminate this Agreement without liability at any time, without notice, and for any reason, including but not limited to your violation of a term or condition of this Agreement. Any breach of your payment obligations or unauthorized use of the Website, content, or services will be deemed a material breach of this Agreement. You agree and acknowledge that Roots Down has no obligation to retain your content, and may delete your content, if you have materially breached this Agreement, and such breach has not been cured within fifteen (15) days of notice of such breach.
12. Disclaimer of Warranties
ROOTS DOWN DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM OR LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE OR SERVICES OR PRODUCTS PURCHASED THROUGH THE WEBSITE. ROOTS DOWN PROVIDES THE WEBSITE AND THE SERVICES AND PRODUCTS PROVIDED THROUGH THE WEBSITE ON AN AS-IS BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, THIS EXCLUSION MAY NOT APPLY.
ROOTS DOWN WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY CONTENT POSTED ON THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY ADVICE OR MARKETING PROVIDED BY ANY THIRD PARTY, ANY THIRD PARTY LINKS POSTED ON THE WEBSITE, OR ANY CONTENT TRANSMITTED THROUGH THE WEBSITE. ROOTS DOWN IS A SERVICE PROVIDER AND DOES NOT ASSUME RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DESTRUCTION OF IDENTITY, UNAUTHORIZED ACCESS TO AN ACCOUNT, OR ALTERATION THEREOF. ROOTS DOWN RESERVES THE RIGHT TO DISCONTINUE THE WEBSITE AT ANY TIME.
ROOTS DOWN WILL NOT BE HELD LIABLE FOR NETWORK, INTERNET, COMPUTER, HARDWARE, OR SOFTWARE PROGRAM MALFUNCTIONS, FAILURE, DELAYS, OR DIFFICULTIES WITH THE WEBSITE AT ANY TIME.
13. Limitation of Liability
ROOTS DOWN WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE WEBSITE OR YOUR USE OF PRODUCTS OR SERVICES OFFERED THROUGH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNATIVE DAMAGES, OR EXEMPLARY DAMAGES. YOU UNDERSTAND AND AGREE THAT THE MAXIMUM AMOUNT THAT ROOTS DOWN CAN BE HELD LIABLE TO YOU UNDER ANY CIRCUMSTANCE IS THE AMOUNT THAT YOU PAID, IF ANY, FOR SERVICES PURCHASED THROUGH THE WEBSITE, AND IN NO CASE WILL THAT AMOUNT EXCEED $100. IF NO AMOUNT IS PAID BY YOU TO ROOTS DOWN, YOU AGREE THAT YOU WILL BE LIMITED TO INJUNCTIVE RELIEF ONLY UNLESS OTHERWISE PERMITTED BY LAW.
FURTHER, ROOTS DOWN WILL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PRODUCTS OR SERVICES OFFERED THROUGH THE WEBSITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THE WEBSITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES. IF YOUR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, YOU SHOULD SEEK LEGAL COUNSEL TO UNDERSTAND YOUR LEGAL RIGHTS UNDER THE LAW.
You agree to hold harmless, and indemnify Roots Down, its officers, employees, agents, successors, and assigns, from and against any and all claims, demands, losses, damages, rights, and actions of any kind, including, but not limited to, property damage, infringement, personal injury, and death, that either directly or indirectly arise out of or are related to your use of the Website, your use or provision of any services or products purchased through the Website, your reliance upon advice provided through the Website, your violation of any term or condition of this Agreement, your violation of any applicable law, statute, ordinance, regulation, or treaty, whether local, state, national, or international, or your violation of the rights of a third party.
You acknowledge and agree that you are prohibited from assigning your rights and obligations under this Agreement. Roots Down may assign its rights and obligations under this Agreement at any time, including but not limited to in a sale of the Website.
16. Resolution of Disputes and Governing Law
This Agreement will be interpreted under and governed by the laws of the State of Delaware without giving effect to any conflicts of laws principles. You agree that any claim or dispute that you may have against Roots Down or the Website will be exclusively resolved through arbitration.
YOU AND ROOTS DOWN AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR USE OF THE WEBSITE, OR THE PURCHASE OF PRODUCTS OR SERVICES FROM ROOTS DOWN, INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT. ARBITRATION UNDER THIS AGREEMENT WILL BE HELD IN DELAWARE AND IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE ARBITRATOR AND THE ARBITRATOR WILL DECIDE THE ARBITRATION PROCEEDING BY APPLYING THE LAWS AND LEGAL PRINCIPLES OF THE STATE OF DELAWARE AND THE FEDERAL LAWS OF THE UNITED STATES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES. YOU AND ROOTS DOWN AGREE THAT THE SITUS OF THIS AGREEMENT IS IN THE STATE OF DELAWARE. YOU AND ROOTS DOWN AGREE TO SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.
If any provision of this Agreement is found to be invalid or unenforceable for any reason whatsoever, the remaining provisions will remain valid and unimpaired and will continue in full force and effect.
18. No Waiver
You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.
19. Child Online Privacy Protection Act
The Website is not directed to persons under the age of eighteen (18) and Roots Down will not knowingly collect personally identifiable information from children under the age of eighteen (18). If Roots Down inadvertently collects such personally identifiable information, Roots Down will delete the personally identifiable information in accordance with its security protocols.
20. Limitation On Actions
ROOTS DOWN AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE OR ANY SERVICES PURCHASED THROUGH THE WEBSITE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.
21. Reservation of Rights
All rights not expressly granted herein are reserved to Roots Down.
23. Copyright Policy
Roots Down’s Website and its associated content and services are © Roots Down, LLC.
Roots Down respects the intellectual property rights of others and is committed to helping third parties protect their rights. Users are prohibited from posting content that violates another party’s intellectual property rights. Unless otherwise stated, this Website and all content within this site are the property of Roots Down as owner or authorized licensee and are protected by copyright and other intellectual property laws.
By using this Website, you agree that you will not use any devices, software or automated programs such as spiders, crawlers or robots to systematically index, aggregate, download, harvest or re-publish any of its content or information.
If you believe that a user of Roots Down’s Website has infringed upon your copyright rights, please provide Roots Down with a notice of copyright infringement in compliance with § 512 of the Digital Millennium Copyright Act. Once Roots Down receives a notice of copyright infringement in compliance with § 512, we will act with commercial reasonableness to remove or disable access to the allegedly infringing content. Roots Down will also make a good faith attempt to notify the owner or uploader of the allegedly infringing content. The owner or uploader may respond to Roots Down with a counter-notification if they believe the content subject to a notice of copyright infringement was not infringing any intellectual property rights.
The notice of copyright infringement must be in compliance with § 512 of the Digital Millennium Copyright Act and must also contain the following:
The physical or electronic signature of a person authorized to act on behalf of the copyright owner;
Identification of the copyrighted work(s) alleged to have been infringed;
The location of the copyrighted work(s) on the Website;
Your contact information, such as an address, telephone, fax number, or email address;
A statement that you have a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and
A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.
Conversely, if you are a Website user that believes that content subject to a notice of copyright infringement is not actually infringing, you may submit a counter-notification.
The counter-notification must contain the following:
Identification of the specific materials that have been removed from the Website;
Your contact information, such as an address, telephone, fax number, or email address;
A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of mistake or misidentification;
A statement that you consent to the jurisdiction of the federal district court in which your address is located or, if you are outside of the US, that you consent to the jurisdiction of the federal courts located in Delaware;
A statement that you will accept service of process from the notifying party; and
Your physical or electronic signature.
Notifications of copyright infringement and counter-notifications may be submitted to Roots Down: 137 RIDGELAND AVE, DECATUR, GA, 30030; with a copy via email to
Roots Down © 2017-2021