Non-Propagation & Limited Use Terms for Patented & Protected Varieties

These Terms of Use (the “Terms”) automatically apply to any purchase, receipt, possession, or use of the Turbo Obelisk variety of black locust (Robinia pseudoacacia) or UMCA® PQK variety of Chinese Chestnut (the “Licensed Plants”). By purchasing, accepting delivery, planting, or otherwise using the Licensed Plants, the purchaser (“Customer”) acknowledges and agrees to be bound by these Terms with Propagate Group, PBC (“Supplier”).

1. Definitions

1.1 Licensed Plants means any plant material of Black locust (Robinia pseudoacacia) variety “Turbo Obelisk,” or Chinese Chestnut (Castenea mollissima) variety “UMCA® PQK” including plants, rootstocks, root suckers, scionwood, cuttings, liners, grafts, tissue-culture derivatives, buds, and seed (whether viable or not), and any progeny or propagules thereof.

1.2 Propagate/Propagation means producing new plants or plant material by any method, including but not limited to cuttings, grafting, budding, division, layering, stooling, micropropagation or tissue culture, induced rooting of root suckers, air-layering, or collection and sowing of seed.

1.3 Authorized Location means the Customer’s shipping address provided at the time of purchase, which shall be the sole authorized planting site unless additional locations are provided by the customer to supplier.

2. Supply & Title

- Title passes only upon Supplier’s receipt of full payment.
- Risk of loss transfers upon Supplier’s tender of Licensed Plants to the carrier (FOB Origin).
- All intellectual property, plant-varietal, and contractual rights remain with Supplier.

3. Restrictions on Use

3.1 Establishment. Licensed Plants must be planted and established only at the Authorized Location (Customer’s shipping address).

3.2 No Propagation. Customer may not propagate Licensed Plants for resale, expansion of supply, or any other purpose.

3.3 Roots, Suckers, Cuttings, Seed. Customer may not:
- harvest or propagate from roots or suckers;
- collect, store, sell, gift, or sow seed;
- graft, bud, or initiate tissue culture;
- breed, derive, or develop new varieties or hybrids;
- extract or sequence DNA.

3.4 Maintenance Exception. Ordinary maintenance pruning and sucker mowing for plant health is permitted; no propagation may result. Replacements must be sourced from Supplier.

3.5 Transfers. Licensed Plants or propagules may not be sold, gifted, leased, or otherwise transferred, except for harvested wood or biomass that cannot propagate.

3.6 Compliance. Customer is solely responsible for compliance with applicable laws, permits, and restrictions in their State.

3.7 Marketing & Sales Channel.
- Customer may not market or sell Licensed Plants; all sales must occur exclusively through Supplier.
- Public references must use Supplier-approved names and marks and state: “Available from Propagate Group, PBC (authorized seller).”
- Customer may not claim Turbo Obelisk of UMCA® PQK is a parent or genetic contributor to progeny from seed.
- Non-circumvention applies (no indirect sales via affiliates, brokers, contractors, etc.).

4. Records & Inspection

- Customer must maintain accurate planting records.
- Supplier may inspect the Authorized Location with 10 days notice.

5. Remedies

- Unauthorized propagation constitutes irreparable harm. Supplier may seek injunctions.
- Liquidated damages: for each unauthorized plant or propagule, Customer owes damages equal to Supplier’s then-current plant value and royalty schedule.
- Supplier may require destruction of unauthorized material.
- Customer must reimburse Supplier’s reasonable legal fees and costs.

6. Term & Survival

- Non-propagation obligations survive indefinitely.
- Sections on records, remedies, and confidentiality survive termination or expiration.

7. Warranties & Disclaimers

- Supplier warrants good title only.
- Licensed Plants are provided “AS IS” with no other warranties.
- Supplier’s liability is capped at amounts paid for the shipment at issue (excluding willful breach by Customer).

8. Assignment

- Customer may not assign or transfer rights without Supplier’s consent.
- Supplier may assign without consent in connection with mergers, reorganizations, sales, or to affiliates.

9. Confidentiality & Labeling

- Customer must maintain confidentiality of non-public variety or cultivation data.
- Plants must remain labeled and identified as protected material.

10. Governing Law & Venue

- Governed by New York law.
- Exclusive jurisdiction: state and federal courts in Monroe County, New York.

11. Entire Agreement

These Terms supersede all prior agreements regarding Licensed Plants. Amendments must be in writing by Supplier.

12. Acceptance of Terms

BY PURCHASING, ACCEPTING DELIVERY, PLANTING, OR OTHERWISE USING THE LICENSED PLANTS, CUSTOMER AUTOMATICALLY ACCEPTS AND AGREES TO THESE TERMS.

Appendix A — Varieties & Protection Status

Crop: Black locust (Robinia pseudoacacia)
Variety Name: Turbo Obelisk
Protection/Status: Contractual non-propagation; and any applicable IP rights, trademarks, or trade secrets.

Crop: Chinese Chestnut (Castenea mollissima)
Variety Name: UMCA® PQK
Protection/Status: Contractual non-propagation; and any applicable IP rights, trademarks, or trade secrets.