Hawaiian Hoodia™ License Agreement

Under the terms of this Agreement, Sustainable Bioresources, LLC (SBR) of Naalehu, Hawai`i, U.S.A. offers through this website and other means, samples or products for purchase consisting of seeds, plants or materials derived from its Improved Cultivars of Hoodia. These are offered only for Personal Use by the recipient or buyer. By accepting or purchasing these seeds, plants, or materials the recipient or buyer (You) agree to the terms and conditions of this Agreement. This Agreement applies to and is binding upon You whether a Hawaiian Hoodia™ product is purchased or provided without cost as a sample.

Definitions of Terms Used in this Agreement

Hoodia means a species, within the genera of Hoodia or Hoodiopsis of the plant family Apocynaceae, or a hybrid of a Hoodia or Hoodiopsis species with any other species.

Hawaiian Hoodia™ means all Hoodia and Hoodiopsis cultivars, plants, seeds and products produced from SBR’s Improved Cultivars of Hoodia. It includes any live plants, cuttings, living tissues and seeds of Hoodia sold or distributed by SBR that can be grown, propagated, or reproduced by any biological process. Hawaiian Hoodia™, is also a division and trade name of SBR.

Improved Cultivar of Hoodia means a Hoodia plant that was developed using conventional plant breeding methods by SBR and designated by SBR to have one or more significantly improved characteristics, such as resistance to disease, the ability to grow in artificial cultivation or other attributes not found in Unimproved Hoodia.

Unimproved Hoodia means a Hoodia plant that is not considered to be a new cultivar or known by SBR to have significantly improved characteristics, such as resistance to bacterial soft rot, enhanced ability to grow in artificial cultivation or other attributes. Unimproved Hoodia obtained or purchased from SBR may be transferred or used for any purpose (including a Commercial Use), without a Commercial Use License issued by SBR.

Personal Use means use of Hawaiian Hoodia™ (e.g., as a hobbyist, for planting, enjoyment, display, consumption, study or other non-commercial uses) by the acquirer or purchaser of Hawaiian Hoodia™ from SBR or other sources that have a Commercial Use license issued by SBR. You may not transfer an Improved Cultivar of Hoodia to other persons or entities or use it for Commercial Use without first obtaining a Commercial License from SBR.

Commercial Use means use of Hawaiian Hoodia™ for sale, trade, patent, transfer to other persons, propagation, reproduction, or production of seeds or other products, for other than Personal Use.

Commercial Use License means a license from SBR allowing the licensee to use Hawaiian Hoodia™, for Commercial Use that may include sale, trade, transfer, or manufacture of products (such as drugs, nutraceuticals, or food flavorings), or for patents.

Transfer means any change of ownership of or other action that results in loss of control of Hawaiian Hoodia™ by You, the original buyer or acquirer of the Hawaiian Hoodia™.

Grant of License

Subject to the terms of this Agreement, upon your lawful purchase of Hawaiian Hoodia™, or receipt of samples of Hawaiian Hoodia,™ authorized by SBR, SBR grants the recipient or buyer a non-exclusive and non-transferable license of the Hawaiian Hoodia™ purchased or obtained as a sample, for Personal Use.

By granting this license, SBR does not grant You any right for Commercial Use of any Hawaiian Hoodia™ purchased or obtained as a sample by You, unless the purchased item or sample is expressly designated as Unimproved Hoodia. Further, SBR does not grant any right to SBR’s intellectual property relating to Hawaiian Hoodia™, its products, derivative products, nor any right to use Hawaiian Hoodia™, its products or derivative products in any commercial manner whatsoever, unless expressly provided herein by SBR.

You agree that the Commercial Use by You (including transfer, sale, patent, or other non-Personal Use) of Hawaiian Hoodia™, without a separate Commercial License from SBR: (1) constitutes a substantial violation of this Agreement; (2) may cause irreparable harm to SBR, the amount of which would be impossible to ascertain; and (3) there may be no adequate remedy at law for any breach by you of this Agreement. Therefore, in addition to any other available right or remedy available to SBR, SBR shall have the right to obtain an injunction from a court of competent jurisdiction restating such breach or threatened breach and to specific performance of any provision of this Agreement. You further agree that no bond or other security shall be required in obtaining such equitable relief and consent to the issuance of such injunction and to the ordering of specific performance.

Naming and Identification of Cultivars

SBR may indicate a name and product model number for each of the Improved Cultivars of Hoodia offered for sale on its website www.sustainablebioresources.com. Any Hoodia plant, seed or other product that is not identified as Unimproved Hoodia will be deemed by SBR to be an Improved Cultivar of Hoodia. The name and number of each cultivar may be indicated on each invoice issued to you. The names and product numbers will be subject to change after you have completed a purchase transaction, and any such changes will be posted on the website. The terms of this agreement applicable to a purchased cultivar shall remain in force after any changes described above.

Notification Concerning Permit for Exports of Hawaiian Hoodia™

All exports of Hawaiian Hoodia™ to locations outside the U.S.A. are subject to requirements of the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES) and will be made under the provisions of Master File number PER00554775, Version 1, updates and amendments to the Master File, and single use export permit certificates issued pursuant to the Master File to SBR by the Fish and Wildlife Service, U.S. Department of the Interior. These document numbers may be subject to change with permit modifications, renewals or other regulatory actions. SBR is required to provide the current CITES permit number with all documents and advertisements involving activities under the permit.

Liability and Indemnification

The person acquiring or purchasing Hawaiian Hoodia,™ agrees to defend, indemnify, and hold SBR, as well as its officers, directors, representatives, employees, and agents, harmless from liability for any claims arising out of: (a) Your use of the licensed Hawaiian Hoodia™, including any modification of the licensed products made by you; (b) Your use of the licensed Hawaiian Hoodia™, other than as authorized by this Agreement.

Applicable Laws

This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii, U.S.A., without regard to the principles of conflicts of law or international law affecting jurisdiction. Any suit, action or proceeding brought under this Agreement may be commenced and maintained in any State or Federal Court in Hawaii and each party consents, agrees, and waives all objection to such jurisdiction and venue.

Severability

The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of the remaining portions of this Agreement or any other provision thereof.

Modification

No oral modifications shall be effective, and no change, amendment or modification of this Agreement shall be valid unless the same is in writing and signed by the parties.

Purchaser Agreement

By placing an order for Hawaiian Hoodia™ or accepting samples of Hawaiian Hoodia™ You affirm that You:

have read this Agreement and intend, for yourself, your employees, agents, or others granted access by you to the Hawaiian Hoodia™, to be bound by this Agreement and its terms;
acknowledge the competitive value of SBR’s Hawaiian Hoodia™ products, and recognize the damage that will result to SBR if the products are used for Commercial Use without commercial license from SBR; and
are aware that SBR may seek damages or other legal remedies from persons that violate this agreement.

Commercial Use and Licensing Inquiries

SBR welcomes inquiries about potential arrangements for commercial licensing and/or distributorships of our Hawaiian Hoodia™ products. Please CONTACT US for additional information.

This version of this agreement was updated and executed on April 15, 2024. It replaces all previous versions of this agreement for transactions on or after this date.

/s/

__________________________

Edward H. Rau, President

Sustainable Bioresources, LLC