Terms of Use

Terms of Use

Last Updated January 29, 2021

Thank you for visiting one of our websites; www.wilsonirr.com, www.ovs.com or www.orchardvalleysupply.com (hereafter the “Site”); which is a service of Wilson Orchard & Vineyard Supply, LLC d/b/a Orchard Valley Supply (“OVS” or “We” or “Us” or “Our”). OVS maintains the Site for your information, education and communication. Please feel free to browse the Site.

OVS makes available for your use on the Site information, documents, software, products (collectively, the “Materials”) and various services (the “Services”). Your access and use of the Site, the Materials and the Services are subject to the following Terms of Use Agreement (“Terms of Use”) and all applicable laws. Please review the Terms of Use carefully, and, if you agree to them, please feel free to continue visiting the site.

1. User Representations

i. Your Acceptance.

Please read the Terms of Use carefully before you start to use the Site. By using the Site, you agree to the terms and conditions outlined in this Terms of Use with respect to the Site. If you do not want to agree to these Terms of Use, you must not access or use this Site.

ii. Changes to the Terms of Use.

OVS may change these Terms of Use at any time in its sole discretion by updating the Terms of Use available on the Site. All changes are effective immediately when posted by OVS and apply to all access and use of the Site thereafter. A change in the Terms of Use may include, without limitation, adding to, deleting from, or amending the existing Terms of Use. Any new Terms of Use may address matters that are different than the types of matters that are then contained in the Terms of Use. OVS will not provide you with individual notice of any change in the Terms of Use. You should review the Terms of Use prior to using the Site so you are aware of any changes. Your continued use of the Site following the posting of changes to these terms will mean you accept those changes.

iii. Accessing the Site.

OVS reserves the right to withdraw or amend this Site, and any service or material provided on the Site, in its sole discretion without notice. OVS will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, OVS may restrict access to some parts of the Site, or the entire Site, to users.

To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. You agree that all information you provide to register with this Site or otherwise, including, but not limited to, through the use of any interactive features on the Site, is governed by OVS’ Privacy Policy, and you consent to all actions OVS takes with respect to your information consistent with OVS’ Privacy Policy.

iv. No Minors.

This Site is established for the sole use of adults who are 18 years of age or older, and may not be used by children. OVS does not wish to use the Site to obtain any information about children or to market any products or services to children. By using this Site, you represent and warrant that you are of legal age to form a binding contract with OVS and meet all of the foregoing eligibility requirements.

v. Prohibited Uses.

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Site:

  1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  3. To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
  4. To impersonate or attempt to impersonate OVS, an OVS employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
  5. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by us, may harm OVS or users of the Site, or expose them to liability.

Additionally, you agree not to:

  1. Use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Site, including their ability to engage in real time activities through the Site.
  2. Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
  3. Use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in these Terms of Use, without the prior written consent of OVS.
  4. Use any device, software, or routine that interferes with the proper working of the Site.
  5. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  6. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
  7. Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
  8. Otherwise attempt to interfere with the proper working of the Site.

2. Intellectual Property Rights

i. Copyright.

The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by OVS, its licensors, or other providers of such material and are copyrighted unless otherwise noted and may not be used except as provided in these Terms of Use or with the written permission of OVS. OVS does not warrant or represent that your use of the Materials displayed on the Site will not infringe the rights of third parties not owned or affiliated with OVS.

These Terms of Use permit you to use the Site for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on this Site, except as follows:

  1. Your computer may temporarily store copies of such Materials in RAM incidental to your accessing and viewing those Materials.
  2. You may store files that are automatically cached by your Web browser for display enhancement purposes.
  3. You may print or download one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

You must not:

  1. Modify copies of any Materials from this Site.
  2. Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
  3. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of Materials from this Site.

You must not access or use for any commercial purposes any part of the Site or any Services or Material available through the Site.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms of Use, your right to use the Site will stop immediately and you must, at the option of OVS, return or destroy any copies of the Materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by OVS. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

ii. Trademarks.

The company name, and all related names, logos, product and service names, designs, and slogans displayed on the Site are registered and unregistered trademarks of OVS, its affiliates and other third party vendors. You must not use such marks without the prior written permission of OVS. OVS will enforce its intellectual property rights to the fullest extent of the law. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.

3. Content and Liability Disclaimer

i. Liability.

You understand that OVS cannot and does not guarantee or warrant that files available for download from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, OVS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.

Your use of the Site is at your own risk. While OVS strives to include accurate and up-to-date information in the Site, OVS makes no warranties or representations as to its accuracy, nor as to its decency, copyright compliance or legality. OVS, its affiliates, as well as any other party involved in creating, producing, or delivering the Site specifically disclaim any liability or responsibility for any errors or omissions in the content of the Site, or any of the forms, documents or Agreements contained on the Site. In particular, but without limiting the foregoing, OVS, its affiliates, and any other party involved in creating, producing, or delivering the Site are NOT LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, OR INABILITY TO USE, THE SITE.

Without limiting the foregoing, everything on the Site, including, but not limited to the Materials and Services, is provided to you "AS-IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY OR FREEDOM FROM COMPUTER VIRUS. OVS DOES NOT WARRANT THAT THE FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

ii. No Substitute for Professional Advice.

The forms, agreements and documents within the Site or available through the Site may not be appropriate under the circumstances of a particular transaction. Please consult local laws and regulations, as requirements will vary from state to state.

iii. You assume any and all responsibilities and obligations with respect to any decisions or advice made or given as a result of the use or selection of any information, program or document obtained from the Site.

OVS personnel, and our guest contributors, have exercised their best professional efforts to provide accurate and helpful responses, at no charge. HOWEVER, the nature of this resource is such that the answers are generally brief and simplified, and do not deal with all possible contingencies. Additionally, accepted vineyard management practices are in a constant state of flux, and are not universally accepted. THEREFORE, OVS assumes no liability for the validity or applicability of this information to your specific situation. You use this information at your own risk. In fact, we encourage you to seek other sources of advice and information before taking significant risks.

iv. Links.

The Site may contain links to third party Internet sites. The linked sites are not under the control of OVS, and OVS is not responsible for the content of any linked site or any link contained in a linked site. OVS reserves the right to terminate any link or linking program at any time. OVS does not endorse companies or products to which it links. If you decide to access any of the third party sites linked to the Site, you do so entirely at your own risk.

4. Indemnification

You agree to defend, indemnify, and hold harmless OVS and its affiliates, directors, officers, employees, vendors and agents from and against any and all liabilities, expenses (including court costs and attorneys' fees), losses and other damages that are caused by, arise out of, or relate to your use of the Site, including, without limitation, any claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other users of the Site and infringement of intellectual property or other rights. OVS will notify you promptly of any claim for which it seeks indemnification and will afford you the opportunity to participate in the defense of such claim, provided that your participation will not be conducted in any manner prejudicial to OVS's interests, as reasonably determined by OVS.

5. Communication

i. Privacy Policy

For information on OVS’ Privacy Policy, click here. Any information that is disclosed in chat rooms, forums, message boards, and/or news groups becomes public information and OVS will collect such information about you as you choose to disclose.

ii. Content Standards

The Site may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Site. All User Contributions must comply with the Content Standards set out in these Terms of Use. Any User Contribution you post to the Site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site, you grant OVS and its affiliates and their licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

  1. You own or control all rights in and to the User Contributions and have the right to grant the license granted above to OVS and its affiliates and service providers, and their respective licensees, successors, and assigns.
  2. All of your User Contributions do and will comply with these Terms of Use.
  3. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not OVS, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
  4. OVS is not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Site.

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  1. Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  2. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  3. Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
  4. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and OVS’ Privacy Policy.
  5. Be likely to deceive any person.
  6. Promote any illegal activity, or advocate, promote, or assist any unlawful act.
  7. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
  8. Impersonate any person or misrepresent your identity or affiliation with any person or organization.
  9. Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
  10. Give the impression that they emanate from or are endorsed by OVS or any other person or entity, if this is not the case.

6. Partners And Third Party Vendors

i. OVS Not a Party.

The Site allows interactive transactions and access to the sites of its Partners and other third party vendors (collectively "Vendors") from which you may purchase certain goods and services. OVS does not control the products or services offered by the Vendors, nor does it control the content of their sites. Unless otherwise stated, Vendors are responsible for all aspects of order processing, fulfillment, billing and customer service. OVS is not a party to the transactions between you and the Vendors. OVS cannot, and does not, make any representations or warranties as to the security of any information (including without limitation credit card and other personal information) you might be requested to give to any Vendor. You are strongly encouraged to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these Vendors.

ii. Vendor Policies.

All rules, policies (including privacy policies) and operating procedures of Vendors will apply to you while you are on the Vendors' sites. OVS is not responsible for information provided by you to the Vendors. Vendors and OVS are independent contractors and neither party has any authority to make any representations or communications on behalf of the other.

7. Accuracy of Information

Information provided on this Site, including information concerning the products and their use is deemed reliable but not guaranteed. You should verify any and all statements herein. All listings and information are subject to prior sales or changes without prior notice.

8. Copyright Complaints

OVS may, in appropriate circumstances and at its sole discretion, terminate the accounts of users who infringe the copyright of others. If you believe that your work has been used or is accessible on the Site in a way that constitutes copyright infringement, you may notify OVS by providing OVS's copyright agent the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;

A description of the copyrighted work that you claim has been infringed, including where the copyrighted work exists or a copy of the copyrighted work;

A description of where on the Site the material that you claim is infringing is located, reasonably sufficient to permit OVS to locate the material;

Your address, telephone number, and email address;

A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

A statement from 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.

OVS agent for notice of claims of copyright infringement on this Site can be reached as follows:

OVS Legal Department

2700 St Joseph Road

McMinnville, Oregon 97128

Phone: (503) 435-2700

9. Monitoring and Enforcement; Termination

OVS has the right to:

  1. Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  2. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
  3. Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms of Use.
  4. Without limiting the foregoing, OVS has the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any Materials on or through the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, OVS cannot review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, OVS assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. OVS has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

10. Applicable Law

These Terms of Use shall be treated as though they were executed and performed in Portland, OR, and shall be governed and construed in accordance with the laws of the United States of America and, to the extent that state law is applicable, by the laws of the State of Oregon (without regard to conflict of law principles). The language in these Terms of Use shall be interpreted in a neutral manner and in accordance with their fair meaning, and any rule of law or legal decision that would require interpretation of any ambiguities in these Terms of Use against the party that has drafted them is not applicable and is waived. All legal proceedings arising out of or in connection with these Terms of Use shall be brought solely in Portland, Oregon. You expressly submit to the jurisdiction of the federal and state courts located Portland, Oregon, and you consent to extra-territorial service of process. OVS and its affiliates make no warranties or representations that Materials on this Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.

11. Export

The United States controls the export of products and information. You agree to comply with such restrictions and not to export or re-export the Materials to countries or persons prohibited under the export control laws. By downloading any Materials, you represent that you are not in a country where such export is prohibited and that you are not on the U.S. Commerce Department's Table of Denial Orders or the U.S. Treasury Department's list of Specially Designated Nationals.

12. Credit Cards and Online Purchases

OVS takes your privacy seriously and we do not collect credit card information online, nor store it in our databases internally. You will be asked for that information each time it is needed. For further information, see our Privacy Policy.

13. Linking to the Site

You may link to the OVS homepage, provided you do so in a way that is fair and legal and does not damage the OVS reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on the part of OVS without its express written consent.

This Site may provide certain social media features that enable you to:

  1. Link from your own or certain third party Sites to certain content on this Site.
  2. Send emails or other communications with certain content, or links to certain content, on this Site.
  3. Cause limited portions of content on this Site to be displayed or appear to be displayed on your own or certain third party Sites.
  4. You may use these features solely as they are provided by OVS solely with respect to the content they are displayed with.

Subject to the foregoing, you must not:

  1. Establish a link from any Site that is not owned by you.
  2. Cause the Site or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
  3. Link to any part of the Site other than the homepage.
  4. Otherwise take any action with respect to the Materials on this Site that is inconsistent with any other provision of these Terms of Use.

The Site from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use. OVS reserves the right to withdraw linking permission without notice. OVS may disable all or any social media features and any links at any time without notice in its discretion.

14. Miscellaneous

i. Terms of Use Control.

In the event that any term or statement elsewhere on this Site conflicts with or is contrary to these Terms of Use, these Terms of Use shall control.

ii. All Rights Reserved.

All rights not expressly granted to you in these Terms of Use are reserved to OVS.

iii. Compliance with Local Laws.

You are responsible for compliance with the laws of your local jurisdiction.

iv. Geographic Restrictions.

The owner of the Site is based in the State of Oregon in the United States. OVS provides this Site for use only by persons located in the United States and makes no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

v. Arbitration.

At OVS’ sole discretion, it may require you to submit any disputes arising from these Terms of Use or use of the Site, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Oregon law.

vii. Limitation on Time to File Claims.


viii. Waiver and Severability.

No waiver by OVS of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of OVS to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

ix. Entire Agreement.

The Terms of Use and Privacy Policy constitute the sole and entire agreement between you and OVS regarding the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

x. Your Comments and Concerns.

This Site is operated by OVS, 2700 St. Joseph Rd., McMinnville, OR 97128.

All feedback, comments, requests for technical support, and other communications relating to the Site should be directed to: info@ovs.com.