TERMS OF USE

1. ACCEPTANCE OF TERMS. California Landscape Contractors’ Association, Inc., a California corporation (“CLCA”) provides an on-line software program for use in landscape water management and management for real estate sites (referred to hereafter as "the Program") subject to the following Terms of Use ("TOU"). By using the Program in any way, you are agreeing to comply with the TOU. In addition, when using the Program, you agree to abide by any applicable posted guidelines for the Program, which may change from time to time. Should you object to any term or condition of the TOU, any guidelines, or any subsequent modifications thereto or become dissatisfied with CLCA in any way, your only recourse is to immediately discontinue use of the Program.

2. MODIFICATIONS TO THIS AGREEMENT. CLCA reserves the right, at its sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such modifications shall become effective immediately upon the posting thereof. You must review this agreement on a regular basis to keep yourself apprised of any changes. You can find the complete program description at: http://www.clca.us/water/about-the-program-for-professionals.html.

3. PRIVACY AND INFORMATION DISCLOSURE. Your use of the CLCA website or the Program signifies acknowledgement of and agreement to our Privacy Policy. You further acknowledge and agree that CLCA may, in its sole discretion, preserve or disclose information you provide when using the Program (“Content”), as well as your information, such as email addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with the requirements of law. All Content you provide in using the Program may be viewed by CLCA personnel and designated users appointed by the executive director of CLCA in the operation of the Program. All such information shall be the property of CLCA and may be used by CLCA in any manner it deems necessary. Notwithstanding the foregoing, your name and the property site name and address will not be used by CLCA or its personnel or such designated users for any purpose.

4. ACCESS TO THE PROGRAM. CLCA grants you a limited, revocable, nonexclusive license to access the Program for your own personal use. This license does not include: any collection, aggregation, copying, duplication, display or derivative use of the Program or any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose. Use of the Program beyond the scope of authorized access granted to you by CLCA immediately terminates said permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Program or any Content made available via the Program for other purposes (including commercial purposes) not stated herein, you must first obtain a license from CLCA.

5. PROPRIETARY RIGHTS. The Program is protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through the Program is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of CLCA. You further agree not to reproduce, duplicate or copy Content from the Program without the express written consent of CLCA, and agree to abide by any and all copyright notices displayed on the Program. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Program. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Program.

6. ACCURATE INFORMATION. In order for the water budget recommendations to be as useful as possible, the data input must be accurate and complete. You agree that to the best of your knowledge, all data entered into the Program shall be correct and complete in all material respects.

7. TIMELY SUBMISSION OF DATA. The current policy on submission of data can be found at: http://www.clca.us/water/about-the-performance-program.html.

8. FEES. A schedule of fees and rules are listed at: http://www.clca.us/water/assets/downloads/PerfProgFees.pdf. The fees schedule may change from time to time at the sole discretion of CLCA.

9. DISCLAIMER OF WARRANTIES. YOU AGREE THAT USE OF THE CLCA SITE AND THE PROGRAM IS ENTIRELY AT YOUR OWN RISK. THE CLCA SITE AND THE PROGRAM ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, CLCA DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE CLCA SITE AND THE PROGRAM. TO THE FULLEST EXTENT PERMITTED BY LAW, CLCA DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE CLCA SITE OR THE PROGRAM.

10. LIMITATIONS OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL CLCA BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF CLCA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE CLCA SITE OR THE PROGRAM, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE CLCA SITE OR THE PROGRAM, FROM INABILITY TO USE THE CLCA SITE OR THE PROGRAM, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE CLCA SITE OR THE PROGRAM.

You acknowledge that use of the Program will generate recommendations for the water budget for the real estate site to which the data relates. Each real estate site is unique. Characteristics and features of a site and external factors may require adjustments to be made to the water budget recommendations of the site. You agree to use your professional judgment to make adjustments to the water budget recommendations, as appropriate. CLCA shall have no liability to Contractor, any site owner whose data is entered by you in using the Program, or to any other person for any plant material loss or any other damage to the site resulting from the use of the water budget recommendations.

11. INDEMNITY. You agree to indemnify and hold CLCA, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, Program providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of Content you submit or make available through the Program, your use of the Program, your violation of the TOU, your breach of any of the representations and warranties herein, or your violation of any rights of another.

12. TERMINATION OF PROGRAM. CLCA intends to operate the Program indefinitely. Notwithstanding the foregoing, CLCA reserves the right to terminate the Program at any time for any reason or no reason. If CLCA elects to terminate the Program it shall have no further obligation to you whatsoever. Any fees you paid applicable to the period during which the termination occurs shall be refunded on a proportionate basis determined based on the number of days remaining during the term in which the termination occurs.

13. VIOLATION OF TERMS. CLCA’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Otherwise, you agree to pay CLCA's actual damages, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of these Terms, CLCA retains the right to seek the remedy of specific performance of any term contained in these Terms, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in these Terms, or any combination thereof.

14. GENERAL INFORMATION. The TOU constitute the entire agreement between you and CLCU and govern your use of the Program, superseding any prior agreements between you and CLCA. The TOU and the relationship between you and CLCA shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and CLCA agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Sacramento, California. The failure of CLCA to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect.