1. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the 2018 Farm Bill. Both parties’ consent to the sole and exclusive jurisdiction under the state and federal courts within the State of California. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature.
2. License Grant. Subject to the terms and conditions of this Agreement, Two Snakes Seed (“SELLER”) hereby grants to “BUYER” during the Term (as defined below) a limited use license (“License”) to plant genetic material from the proprietary Hemp Varieties identified below, to produce a single hemp crop during the year of this Agreement in the state of the BUYERS Hemp License registration under the terms and conditions of this Agreement.
Hemp Cultivars Licensed: Any genetic material purchased through this online store.
Buyer understands, acknowledges and agrees that it is obligated under this Agreement to:
(a) Use genetic material only for planting of crop and to harvest for the current year solely for the purposes hemp biomass wholesale, cannabidiol (CBD) extraction, or use in cosmetic or food products.
(b) Fully comply with all applicable Laws which relate to planting, harvesting, storage and/or transfer of any Two Snakes Seed genetic material under license from Two Snakes Seed;
(c) Provide at the request of Two Snakes Seed, copies of any records, receipts or other documents that could be relevant to Farmer’s performance under this Agreement, to the extent allowed by Law;
(d) Ensure that all persons under Buyer’s control and supervision who have access to Two Snakes Seed Hemp Varieties are aware of, and subject to, the terms and conditions of this Agreement; and
(e) Identify and allow Two Snakes Seed, its representative(s) or agent(s) entry onto the land where the genetic material is planted for purposes including, but not limited to, sampling: equipment, bins, storage areas, work areas, fields, seeds and/or plants, and any combination thereof to establish compliance with this Agreement. Two Snakes Seed will attempt to provide oral or written notice prior to entry
(f) NOT to use the genetic plant material, including seeds, in any other way except as expressly set forth in the Agreement. Buyer expressly agrees to refrain from using the Seeds or any living plant material for the following prohibited uses:
(a) Bartering, Saving, Replanting, Selling or otherwise using Seeds or live plant material (cloning) from the current year crop for propagating or planting for a second or subsequent year unless the BUYER is a registered Two Snakes Seed Grower MEMBER;
(b) Planting of any unplanted quantities of seed in a subsequent planting season is permitted, however;
(c) Planting the genetic material in any indoor space (e.g., in greenhouse(s)) for the express purpose of reselling is prohibited unless the BUYER is a registered Two Snakes Seed Grower;
(d) Using the genetic material as parents in commercial hybrids or multi-lines;
(e) Using the genetic material in induction of mutations;
(f) Using the genetic material as a parent for specific gene mutation(s);
(g) Using the genetic material as a recipient of DNA transfer/transformation;
(h) Supplying or transferring any Seeds or their progeny and/or any plants, plant parts or plant components or plant progeny to any other person or entity for use including but not limited to, for planting, research or use of molecular techniques, without the prior written consent of Two Snakes Seed.
(i) Licensing or sub-licensing the use of any Seed to any other person or entity or planting or any other purpose.
3. Pricing and Sales Orders. Feminized Seed Orders/PURCHASES. Seed orders requires payment in full before products are shipped. Seed purchases of inventory stock are payable in full (with funds clearance) prior to BUYER pick up or shipment.
4. Ordering and Scheduling. Orders will be taken on a “first-come-first served basis. Scheduling priority is based upon the date of receipt. Notification of subsequent order delivery or pickup dates will be communicated via phone or email when the approximate pickup date has been finalized and the non-refundable payment has been received.
5. Cancellation. All sales are final.
6. Certificate of Analysis (COA): Two Snake Seeds will provide an internal COA for the phenotype listed in the sales order upon payment and request.
7. Warranty and Disclaimers. BUYER shall be solely responsible for determining whether the anticipated growing conditions are suitable for the MATERIAL and any advice given by TSS in this respect shall be given without liability to TSS and shall not be deemed to be a representation. BUYER agrees that TSS will in no event be liable for special, incidental, multiple, punitive or consequential damages of any kind whatsoever after the BUYERs acceptance of Product, and Seller’s liability to the BUYER hereunder shall not exceed an amount equal to the total purchase price.
8. LIMITATIONS OF WARRANTIES AND REMEDIES. Two Snakes Seed warrants the genetic material can comply with Industrial Hemp regulations when tested for THC potency 30 days prior to State reported harvest date and harvested within the laws of the BUYERS State Industrial Hemp Program. This warranty applies only to the genetic plant material or seed that has been purchased directly from TSS. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH ARE HEREBY EXPRESSLY DISCLAIMED. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE MATERIAL TRANSFER DOCUMENT OR SEED PLACARD. BUYER has thirty (30) days from discovery of a condition that may lead to a claim to report such condition to Two Snakes Seed. Failure to report such condition within thirty (30) days shall mean any claim arising from the condition is barred. All claims must be asserted within one year from the date the Seed was acquired by BUYER or the claim is barred. BUYER’S EXCLUSIVE REMEDY FOR ANY CLAIM OR LOSS, INCLUDING, WITHOUT LIMITATION, CLAIMS RESULTING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, STRICT LIABILITY OR NEGLIGENCE, SHALL BE LIMITED TO REPLACEMENT OF GOODS OR REPAYMENT OF THE AMOUNT OF THE PURCHASE PRICE OF THE SEED OR LIVE PLANTS AT CRB’S DISCRETION. IN NO EVENT SHALL CHIMNEY ROCK BROOKSIDE LLC. ITS REPRESENTATIVES OR AGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES.
9. DAMAGES. If BUYER violates the terms of this Agreement, Two Snakes Seed. shall be entitled to minimum damages in the amount of fifty thousand dollars ($50,000), in addition to other remedies available to Two Snakes Seed, and BUYER may forfeit any right to propagate licensed genetic plant material or seed in the future at TSS’s sole discretion.
BUYER’S rights under this Agreement may not be transferred to any other person or entity without the prior written consent of Two Snakes Seed.
If any provision(s) of this Agreement is determined to be void or unenforceable, the remaining provisions shall remain in full force.
10. Force Majeure. Neither party shall be liable to the other party for any failure or delay in performance of any obligation under this Agreement due to causes reasonably beyond its control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances. Seller is not liable for any delivery delay or non-performance caused by labor or transportation disputes or shortage, material delays, or delays or non-performance caused by any of the Sellers’ suppliers. If Seller is unable to perform for any reason within 30 (thirty) days after the expected date of delivery or pickup, Seller may terminate this agreement in full and provide a complete and total refund to the Buyer of fees paid towards Sale of Goods.
11. Risk of Loss; Acceptance. BUYER shall bear the risk of damage and destruction for any reason once the product has been accepted by the BUYER.
12. CLAIMS. The Buyer’s failure to give notice of any claim within 30 (thirty) days from the date of delivery or pickup of the Goods will constitute complete and total acceptance of the Goods and Buyer will therefore waive any and all claims regarding or relating to the goods.
13. CONFIDENTIALITY. The existence and terms of the Agreement, and all information and materials (including Seeds) supplied by SELLER to BUYER pursuant to this Agreement (collectively, “Confidential Information”) shall be deemed to belong to TSS and to have been disclosed or provided to the BUYER in confidence. Except as may be authorized in advance in writing by TSS, BUYER shall retain all Confidential Information in its secure possession and will not transfer possession of the Confidential Information to any other person or entity for any purpose. BUYER agrees to exert its best efforts to preserve the confidential status of the Confidential Information, following procedures with regard thereto at least as stringent as it follows with respect to its own proprietary information. These confidentiality obligations shall not apply to any Confidential Information:
(a) that was known to Farmer prior to the receipt of the information or materials, or that is developed independently of the information and materials;
(b) that becomes known to the public not as a result of any action or inaction by Farmer;
(c) that BUYER acquires from a third party who has the right to disclose to BUYER; or
(d) if five (5) years have elapsed from the later of the date of this Agreement or the disclosure of the Confidential Information to BUYER.