Effective Date: October 1, 2023

We have developed these Terms of Use in order to protect the artists that take part in SeedPool, and to protect ALP so that we can continue to offer our services to artists.

Whether you access the SeedPool website to view materials, “Seeds”, or finished products, or you engage with Seeds, submit your own Seeds or collaborate using the SeedPool website in some other way, you will be referred to as the “User”. We use consistent names like these to help make the following terms clear, but if you have any questions, comments, or suggestions please contact the administrator of SeedPool as follows:

Gregorio Pablo Rodríguez-Arbolay
privacy@arrivalslegacy.com
Arrivals Legacy Project Society
5729 Avenue de L’Esplanade
Montreal QC, H2T 2Z9
Canada

You can also contact us at that address to tell us if you suspect a violation of the following Terms of Use.

1- Definitions

• Collaborate: active interaction with another User’s Seed on SeedPool, which requires the consent and expressed permission by the Seed Author. 
• Collaborators: Seed Authors working either together or with one another’s Seed
• Engage: viewing or otherwise interacting with the Material, Seed or Website operated by ALP. 
• Materials: Text, image, video, sound, and other forms of media uploaded to SeedPool. 
• Seed: Materials that comprise the creation you’ve chosen to upload to SeedPool 
• Seed Author: The creator of a Seed.
• SeedPool: a digital plaform founded and operated by ALP
• Term
• Third Party
• Usage Data
• User
• Website

2- Acceptance of Terms

1. Please carefully read these Terms of Use (“Terms”) before engaging with SeedPool.
2. By signing up, interacting with Seeds, contributing Seeds to the Website, or otherwise engaging with the materials on SeedPool, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please refrain from any engagement, especially contributing or adding to a Seed. These Terms constitute a legally binding agreement between you and ALP.
3. By accessing, using, or downloading any Seeds made available via SeedPool you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to the Terms, you must not use or download any of the Seeds or the materials that comprise the Seeds.

3- Protecting Personal Information

1. By interacting or engaging with SeedPool, you consent to the collection, use, and disclosure of your Personal Information by ALP in accordance with the ALP Website Privacy Policy and Section 7. 
2. ALP respects your privacy and sees the protection of your privacy as fundamental to our mandate. We will only collect and use your personal information as allowed by relevant and applicable legislation. In accordance with the Website Privacy Policy, any personal information collected through SeedPool will be used for the purposes stated at the time of collection or as otherwise permitted by law.
3. ALP may make your Personal Information, account and profile information, Seeds, Materials or other User Content, and communications you provide available to our Staff to handle your account, manage SeedPool, and otherwise operate our business.
4. In addition, ALP may use, retain and/or disclose your Personal Information if required to do so by law.
5. ALP takes reasonable measures to protect your personal information from unauthorized access, use, or disclosure. 
6. It’s possible that a Seed you wish to add to SeedPool contains the Personal Information of Third Parties. Users are responsible for ensuring that they have the consent of Third Parties prior to including their Personal Information in a Seed on SeedPool.
7. ALP accepts no liability where Users upload the Personal Information of a Third Party.
8. You acknowledge and agree that ALP has the right to collect, extract, compile, analyze usage data, analytics, statistics, and other non-identifiable information resulting from your access to and use SeedPool (“Usage Data”), in accordance with our Website Privacy Policy.

4- Access to SeedPool and its Services

1. Subject to your compliance with these Terms, you may access and use SeedPool solely for lawful purposes.
2. Any rights granted to you under these Terms will be revoked upon termination or expiration of your agreement to these Terms for any reason.
3. Seeds are for artistic and documentation purposes. You are solely responsible for verifying the accuracy, completeness, and applicability of all Seeds, where required, prior to making use of, or relying upon, Seeds or the Materials they are comprised of. ALP has not verified the accuracy of and will not be responsible for any errors or omissions in any Seeds or Materials.
4. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Seeds, including all text, audio, video, photographs, illustrations, graphics, checklists, and other content or media made available to you via SeedPool without the express consent and authorization of the other Seed Collaborators.
   • For greater clarity – Users must not download, use, or otherwise copy any Seed or the Materials Seeds are comprised of without the express consent and authorization of the Seed Author as per “SeedPool Collaboration Process for Artists”
5. ALP will use reasonable measures to minimize disruptions to SeedPool. However, ALP shall not be liable to you or any third party for any modifications, restrictions, suspension or discontinuance of SeedPool.
6. You are responsible for making all arrangements necessary for you to access SeedPool.
7. The SeedPool website may contain links to third-party websites for your convenience. However, ALP does not endorse or take responsibility for the content or availability of these websites. By accessing linked websites, you do so at your own risk, and ALP is not liable for any resulting loss or damage.

5- Responsibility for User Content

1. You are solely responsible for any Seeds, Materials, or other User Content you submit to SeedPool.
2. You agree not to submit any Seeds, Materials, or other User Content, including comments, that are unlawful, infringing, harmful, abusive, defamatory, harassing, obscene, or otherwise objectionable. For greater clarity, you will not submit User Content that:
   1. is defamatory, abusive, harassing, threatening, bigoted, hateful, racially, or otherwise offensive, violent, vulgar, obscene, or pornographic; or otherwise harms or can reasonably be expected to harm any person or entity;
   2. is illegal or encourages or advocates illegal activity;
   3. infringes or violates any right of a Third Party including:
      1. copyright, patent, trademark, trade secret or other proprietary or contractual rights (see section 6) 
      2. right of privacy (see section 2); or 
      3. any confidentiality obligation; 
   4. contains a virus or other harmful component, or otherwise tampers with, impairs, or damages the Website or any connected network; or
   5. is antisocial, disruptive, or destructive.
3. ALP reserves the right, but not the obligation, to review, remove, or modify any Seeds, Materials, or other User Content at its sole discretion where it may be deemed by ALP to be in violation of the Terms and the ALP Website Privacy Policy. ALP reserves the right to terminate your account and use of SeedPool at any time, without notice, for any reason, including your violation of these Terms. ALP shall not be liable to you or any third party for any termination of your access to SeedPool.

6- Granting of License and Rights

1. By uploading or submitting any artwork, documentation or related materials (“User Content”) to SeedPool, you grant ALP a non-exclusive, worldwide, royalty-free, perpetual, and irrevocable license to reproduce, distribute, publicly display, and otherwise use the Seeds, Materials, or other User Content for the purposes of promoting and operating SeedPool and ALP activities.
2. The name, logos, product names, and brands of ALP (“ALP Marks”) available on SeedPool and the Website are the property of ALP, while the other name, logos, product and service names, brands, and trademarks mentioned or displayed on the SeedPool and the Website (“Other Marks”) belong to their respective owners. Nothing on SeedPool or the Website shall be deemed to confer on any person any license or right on the part of ALP or any third party with respect to the ALP Marks or Other Marks. Use or display of the ALP Marks or Other Marks without prior written permission is prohibited.

Intellectual Property Rights

1. As between ALP and you, ALP owns and expressly retains all right, title, and interest in and to the SeedPool IP. “SeedPool IP” means:
   1. The SeedPool application and Website and any additions, improvements, updates, and modifications thereto; and
   2. any software, services provided via SeedPool and the Website, including, but not limited to, all current and future patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights included or embodied in SeedPool and the Website.
2. You receive no ownership interest in or to SeedPool. You shall not remove or modify any notice of confidentiality, trade secret, trademark or copyright encoded or embodied in or displayed by, on, or in SeedPool.
3. ALP does not own your Seeds, Materials, or other User Content. ALP does not claim ownership rights in any information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials or content you make available as a User via SeedPool or the Website. You retain ownership of your Seeds, Materials, or other User Content where you have submitted it but not when on behalf of a Third Party. Third Parties retain their ownership of Seeds, Materials, or other User Content where you have submitted it on their behalf.
4. By submitting Seeds, Materials, or other User Content, you represent and warrant that you have the necessary rights, licenses, permissions, and consents to grant the license specified in Section 6(1) and that the Seeds, Materials, or other User Content does not infringe upon the intellectual property rights or other rights of any third party, or that you have written permission from the copyright owner to submit such Materials. Where the copyright owner is not available to provide written permission, ALP will work with you to determine whether the Seeds, Materials, or other User Content can be submitted.

8- Publication and Disclosure

1. If you choose to submit to SeedPool, ALP has the right to display your profile and its contents on SeedPool and the Website and our related social media channels for the purposes of promoting and managing SeedPool.

9- Copyright Infringement

1. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please provide ALP with the following information:
   1. A description of the copyrighted work that you claim has been infringed;
   2. Identification of the material that you claim is infringing and where it is located on SeedPool or the Website;
   3. Your contact information, including your name, address, telephone number, and email address;
   4. A statement by you that you have a good faith belief that the use of the Seed, Materials or other User Content on the Website is not authorized by the copyright owner, its agent, or the law;
   5. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

10- Disclaimer and Limitation of Liability

1. SeedPool and the website is provided on an “as is” and “as available” basis and without warranties of any kind either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement.In particular, ALP makes no warranty that the site or the services will be uninterrupted, timely, secure or error free, that the site or our servers are free of viruses or other harmful components, that the site, or that data are secure from unauthorized access. no advice or information given by ALP, its employees, contractors, or users shall create a warranty. In addition, ALP does not represent or warrant that the information accessible via the site is accurate, complete or current or will meet your requirements or expectations. You specifically acknowledge that down-time and computer viruses are risks inherent in the use of the internet and software products. We cannot and do not assure that other users are or will be complying with these terms, and, between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance. 
2. Your use of SeedPool and the Website and any reliance upon it is at your sole risk and you assume full responsibility for all costs associated with such use.
3.  Under no circumstances shall ALP be liable for any indirect, incidental, special or consequential damages, including, but not limited to, damages for loss of profits, use, images, data or other intangibles, even if ALP has been advised of the possibility of such damages, that result from the use or the inability to use or changes to SeedPool and the website.
4. You acknowledge that you may be disclosing sensitive identifiable Personal Information about yourself by uploading Seeds, Materials, and other User Content and you agree to assume responsibility for any harm or damages resulting from such submission.
5. You, as the User, acknowledge and agree to indemnify, defend, and hold harmless ALP and its directors, officers, employees, and representatives from and against any and all claims, losses, direct, indirect, incidental, special, consequential, or exemplary damages resulting from your use of or inability to use SeedPool and the Website, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses.

11- Governing Law and Jurisdiction

1. These Terms shall be governed by and construed in accordance with the laws of the province of Quebec, Canada. Any disputes arising out of or relating to these Terms or the use of SeedPool or the Website shall be subject to the exclusive jurisdiction of the courts located within the province of Quebec, Canada.

12- General

1. No joint venture, partnership, employment, or agency relationship exists between you and ALP as a result of these Terms or use of SeedPool or the Website.
2. The failure of ALP to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by ALP in writing.
3. The headings of Sections of these Terms are for convenience and are not to be used in interpretation.
4. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and ALP nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.

13- Modifications to the Terms

1. ALP reserves the right to modify or amend these Terms at any time. ALP will endeavour to notify all Users currently registered in SeedPool of changes to the Terms by uploading the new Terms, emailing users about the new Terms and, if possible, outlining the changes and possible impacts of the changes on the Users. 
2. Any changes to the Terms will be effective immediately upon posting on the Website. You agree to review the posting of these Terms periodically to be aware of such changes. Your continued use of the Website following such changes constitutes acceptance of any amendments, additions, or modifications to these Terms. You will be bound by all such modifications, whether or not you have notice thereof.