Last updated: March 6, 2019
GRASS ROOTS FARMERS’ COOPERATIVE
(i) access and use our websites, blogs, mobile applications, and other services (collectively, the “Sites”);
(ii) make purchases of meat, ingredients, or any other product (collectively, the “Products”) via the Sites; and
(iii) otherwise access or use any other services or resources made available by us (collectively, and together with the Sites and Products, the “Services”).
PLEASE REVIEW THESE TERMS CAREFULLY. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY EVERYTHING IN THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT USE THE SERVICES, INCLUDING ORDERING PRODUCTS, AND YOU SHOULD STOP USING THE SERVICES IMMEDIATELY.
1. Summary of Services and Basic Terms
These Terms apply to all websites, software, mobile applications, tools, and resources developed, offered, or operated by Grass Roots. The Terms apply to you and all other users of the Services (“you” and “Users”).
As a general policy, you are exclusively responsible and liable for your use of the Services and for any consequence of your use of the Services. Any exceptions to this policy will be clearly explained in these Terms. If you do not see a specific exception listed in these Terms, then it is not an exception, and you will be solely responsible.
We may change the Services from time to time without notice. We may stop providing the Services, or restrict use of the Services, without notice and for any reason.
We rely on third-party providers for certain parts of the Services. Because of this and for other reasons, the Services may be unavailable, interrupted or terminated from time to time for many reasons (including routine maintenance).
By using the Services, you agree that Schlep will not be responsible or liable to you or any third party for any consequence, loss or damage arising (directly or indirectly) from or relating to any of the circumstances described in this section or the Terms generally, unless specifically described otherwise in these Terms.
2. Personal Information; Privacy; Security
3. Eligibility and Your Obligations as a User
You must be able to form a binding contract to use the Services. By using the Services, you represent that you are able to do so. If you are under 18 years old, your parent or guardian must enter into this Agreement on your behalf. That parent or guardian will be responsible for your use of the Services, including financial responsibility. Persons under 13 years old are expressly prohibited from using the Services. Any attempt by a person under the age of 13 to use the Services will be automatically void. If Grass Roots receives credible notice that a User is under 13 years old, we will automatically remove the account associated with the User and delete all information about and from that User from the Services.
Grass Roots may, in its sole discretion and for any reason, (i) refuse to offer the Services to any person or entity, or with respect to any item or thing, or (ii) change the eligibility criteria for the Services at any time. You may voluntarily deactivate your account at any time by logging into your account.
Certain features of the Services require you to register for a Grass Roots account. You agree to provide truthful and complete information for your account. If you are using the Services as or on behalf of someone other than yourself, you represent that you are authorized to act for and bind that other person. If you are using the Services on behalf of any entity, you represent that you are authorized to accept these Terms on the entity’s behalf and that the entity agrees to be responsible to us if you or the entity violates these Terms.
You are solely responsible and liable for all activity that occurs on and through the Sites under your name or in connection with your account. THIS SPECIFICALLY INCLUDES ALL PRODUCTS THAT YOU CHOOSE TO ORDER AND PURCHASE THROUGH THE SERVICES AND THE WASHING, HANDLING, PREPARATION, STORAGE, COOKING, USE, AND CONSUMPTION OF ALL PRODUCTS YOU PURCHASE OR RECEIVE FROM US (AND ALL CONSEQUENCES OF THOSE ORDERS AND PRODUCTS). You are solely responsible and liable for safeguarding the security and accuracy of your account and notifying Grass Roots of any unauthorized use of your account.
Failure to comply with any of the terms and obligations set out in this Section 3 will be a breach of these Terms and may result in termination of your account and prosecution for damages. You agree that Grass Roots will not be liable, and you will indemnify, hold harmless, and reimburse Grass Roots for any consequence, loss, damage, or expense (direct or indirect) (including attorneys’ fees and settlement amounts) arising from or relating to your failure to comply with any of the terms and obligations set out above.
4. Terms and Conditions for Purchasing Products via the Sites
PLEASE READ THIS SECTION CAREFULLY. This section governs the terms and conditions of our Products and the purchase of Products via the Sites. BY USING THE SERVICES, YOU EXPRESSLY AGREE TO BE BOUND BY THIS SECTION. Each subsection below applies to the maximum extent permitted under applicable law.
A. Products and Services Subject to Availability and Change
Products described on the Sites are subject to availability. Grass Roots may change the Products available for purchase at any time without notice to you. The Services may not be available in all geographic areas.
B. Purchase Process; Payments
By providing credit card information or any other acceptable payment method to us, you authorize us (or our third party payment processor) to use the designated payment method for all charges you incur for purchasing Products (including taxes and other applicable charges) (each, an “Order”). You are responsible for, and agree to pay, all such charges. By giving us the payment information, you represent that you are authorized to use the designated payment method for all Orders. If we (or our third party payment processor) cannot obtain authorization for charges to your designated payment method (or if any amounts are reversed or charged back for any reason), we may in our sole discretion (i) cancel or suspend any undelivered portion of your Order(s); (ii) make additional attempts to charge your payment method; and/or (iii) use any other lawful means to collect payment on the unpaid amounts. The remedies set out in the foregoing sentence are in addition to, and not in lieu of, any other remedy available to Grass Roots under applicable law.
You agree to provide valid payment information to us for all Orders. In the event you want to change or update payment information associated with any Grass Roots account, you can do so at any time by logging into your account and editing your payment information .
C. Pricing; Taxes
You agree to pay the Product prices shown on the Sites at the time you make a purchase. The prices shown on the Sites are for Products only; taxes and other charges are additional, as applicable. Grass Roots may change the pricing for Products on a going-forward basis at any time without notice to you. We collect sales tax on Products shipped to the states for which we determine we have a duty to collect sales tax. If an item is subject to sales tax, you agree that the amount of taxes shown at checkout may be adjusted. Several factors may cause the need for adjustment, such as variances between processor programs and changes in tax rates.
We may offer special promotional offers for Products that may or may not apply to you or your account. By using the Services, you agree to be bound by the terms of any such special offers.
D. Shipping and Handling; Deliveries
You agree to pay the shipping and handling charges shown at the time you make a purchase. All Products purchased from us are made pursuant to a shipment contract. We reserve the right to increase, decrease, add, or eliminate shipping and handling charges from time to time. In such an event, we will provide notice of the charges applicable to you before you make your purchase.
Please ensure that your shipping address is correct when placing your Order. We guarantee delivery to the address provided by you when you make your Order. If you see that the scheduled shipping address is incorrect, please email [email protected] or give us a call at 501.725.1254, and we will work to correct the scheduled shipping address. Should your shipping address change, please update your address before the scheduled shipping date either via your account or by writing to [email protected] Please note that because our Products are perishable, we cannot guarantee the condition of Products upon delivery if your delivery address is incorrect or not updated before shipping, or if you change the delivery address while Products are in transit, or if you are unable to retrieve the delivery on the scheduled delivery date and did not notify us before shipping.
We generally partner with FedEx for shipping services. Actual delivery dates and times may vary. In some cases, delivery may occur prior to the scheduled delivery date or time. If you are not at home when your delivery arrives, the courier will generally leave the package at your door. In certain areas, you may be able to request additional delivery instructions when setting up your Grass Roots account, like requesting deliveries to be left with neighbors. Any individual at the designated delivery address who accepts a delivery from us is presumed to be authorized to receive such delivery. In any case in which you have designated an alternate delivery address, the designated alternate person will be presumed to accept the delivery under all of the same terms and conditions that would apply to you.
Products are individually labeled and packaged, and flash frozen at the peak of freshness. To best ensure that our Products have the best conditions to remain cold and fresh for several hours upon delivery, we include specifically calculated amounts of dry ice in our packaging that is based on your location and anticipated delivery time. However, depending on the season and temperature at the time of anticipated delivery, you may need to take advance precautions for proper receipt and storage of your Products as soon as possible upon delivery. Please note that the dry ice may be evaporated when you open Product packaging. That is normal; your Products should still be at a safe temperature for storage and consumption.
There may be occasions where events beyond our control interfere with the delivery of your Order (for example: inclement weather). In any such case, we will attempt to deliver your Order as soon as reasonably possible. In the event of a delivery delay, please inspect the Products carefully upon receipt. If you believe that a Product is not suitable for consumption upon delivery, please contact us at [email protected] or give us a call at 501.725.1254 within seven (7) days of receipt, and we will work to address the problem per our return and refund policy in these Terms. Please attach photos of the item(s) to your communication, and discard the item(s).
In the event that timely delivery of your Order is not feasible, we will cancel your delivery of the affected Order and issue you a credit or refund of the purchase price for that Order.
E. Returns, Refunds, Cancellations, and Corrections
Because our Products are perishable, we are not able to accept returns. However, if you are not satisfied with your Order for good reason, please contact [email protected] or give us a call at 501.725.1254 within seven (7) days of receipt. We will happily review the reported issues and offer you an appropriate resolution. Depending on the circumstances, this may include replacement of the affected Product, credit towards a future Order, or a partial or full refund. If damage has been caused by improper handling or late delivery by the carrier, we will replace the Order for you and address the issue with the carrier. Since we cannot physically inspect the affected Product, we may ask that you provide photos of the Product and the reported damage/issue.
If your Order is returned to us because of an incorrect address or refusal of delivery when shipped according to these Terms, you will not be refunded and we will be required to discard the Products because they are perishable. If your Order is delivered late because of an incorrect address or if you are unable to retrieve the delivery on the scheduled delivery date and did not notify us before shipping, you will not be refunded for damaged Products or other issues. If you would like an order that was improperly addressed or not retrieved on the guaranteed delivery date reshipped, you will be charged 50% of the cost for the replacement shipment.
If your package does not arrive or if it arrives in poor condition, please contact us at [email protected] or give us a call at 501.725.1254 within seven (7) days of receipt, and we will work to address the problem.
You may cancel an Order up to 48 hours after you make the Order. You are responsible for any charges incurred before the cancellation request.
IN THE EVENT OF AN ERROR IN THE SERVICES, INCLUDING ERRORS IN ORDER PRICING, PROCESSING OR DELIVERY, WE RESERVE THE RIGHT TO CORRECT THE ERROR AND REVISE YOUR ORDER ACCORDINGLY (INCLUDING CHARGING THE CORRECT PRICE) OR TO CANCEL YOUR ORDER AND ISSUE YOU A REFUND.
F. Your Obligations and Risks with Respect to Products
You are exclusively responsible for inspecting all Products you receive from us upon delivery. You should inspect all Products for damage, freshness, and other possible issues. The inside container temperature upon receipt for any meat product should be 40° F or below. To maintain the highest quality, we recommend that you immediately freeze or refrigerate all perishable Products upon delivery.
The consumption of Products is exclusively at your own risk. In addition, you are exclusively responsible for the washing, handling, preparation, storage, cooking, and use of all Products. Without limiting the foregoing, we encourage you to (i) follow the U.S. Department of Agriculture’s (“USDA”) instructions on refrigeration, food handling, proper food temperatures, and food safety, which can be found on their website; and (ii) follow all applicable cooking and recipe instructions. Failure to follow proper food practices and recommendations may increase the risk of foodborne illness. In addition, pregnant women, young children, the elderly, and individuals with compromised immune systems should follow USDA recommendations on food consumption for at-risk groups. In addition, you are exclusively responsible for determining whether the Products are suitable and compatible with any food allergies or other dietary restrictions you may have before handling, preparing, using, or consuming the Products.
If you believe that a Product is not suitable for consumption upon delivery, please contact us at [email protected] within seven (7) days of receipt, and we will work to address the problem per our return and refund policy in these Terms. Please attach photos of the item(s) to your communication, and discard the item(s).
G. No Resale; No Export
You agree that you will not (i) resell or otherwise use Products for commercial purposes; or (ii) purchase or direct shipment of a Product for export.
Failure to comply with any of the terms and obligations set out in this Section 4 will be a breach of these Terms and may result in termination of your account and prosecution for damages.
5. Use, Information, and Content on the Services
You will have exclusive responsibility and liability for your account. Grass Roots is not responsible or liable for any User information or content, or any consequence, loss, or damage (direct or indirect) caused by or related to User information or content.
We may publish or include content and promotions from third parties through the Services, including in shipments with Products (collectively, together with all User information or content, “Third Party Content”). Grass Roots does not represent or guarantee completeness, truthfulness, accuracy, appropriateness, or reliability for any Third Party Content, or endorse any opinion expressed in Third Party Content. If you choose to use or rely on Third Party Content published on or obtained through the Services (whether published by Users or third parties), your use or reliance is at your own risk. Grass Roots is not responsible or liable for any consequence, loss, or damage (direct or indirect) arising from or relating to Third Party Content.
When you use or provide information on the Sites as a User, or otherwise use the Services, you represent and warrant that your use:
Does not include any personal identification, financial, or confidential information of any other person or entity without prior consent, or that is counterfeit or stolen;
Is not for any unlawful purpose or in furtherance of illegal activities (international users agree to comply with all local laws regarding online conduct and acceptable content);
Is not false, fraudulent, or deceptive;
Is not threatening, violent, abusive, harassing, defamatory, tortious, obscene, vulgar, pornographic, profane, contains or depicts nudity or sexual activity; discriminatory, or otherwise inappropriate;
Is not unsolicited advertising, junk mailing, or spamming; does not use the Sites to send altered, deceptive, or false information; and does not interfere with or disrupt (or attempt to do so) any User, host or network, including, but not limited to, sending a virus, overloading, flooding, spamming or scripting the Sites;
Does not contain software viruses, malware/phishing, or another other computer mechanism designed to disrupt, damage, monitor, or interfere with the independent functioning of Grass Roots or third party equipment, software, or systems;
Does not attempt by any method to determine or reverse engineer source code or underlying algorithms of any part of the Services;
Does not access or tamper with non-public areas of the Sites, including, but not limited to, our computer and network systems; breach or circumvent any security or authentication measures; scrape the Sites without the prior consent of Grass Roots;
Does not violate any contractual obligation;
Does not infringe or violate the intellectual property or proprietary rights of Grass Roots or any third party;
Does not solicit Users or guests to use other on- or off-line services that are competitive with Grass Roots;
Does not falsely imply affiliation with or sponsorship by Grass Roots without the prior written consent of Grass Roots; or
Grass Roots reserves the exclusive right to determine whether your use of the Services falls within any of the prohibited categories listed above. We may immediately terminate or suspend your account or use of the Services without notice to you in the event that, in our judgment, you violate this section. Accounts created to replace suspended accounts will be permanently suspended. Accounts engaging in any of these behaviors may be investigated for abuse.
The Services may include advertisements and other marketing messages from Grass Roots and its partners. The form and frequency of advertising and marketing messages on the Services may change without notice to you. By using the Services you agree that Grass Roots and its third party partners may advertise on and through the Services, including, but not limited, promotions included in shipping and packaging of Products.
Failure to comply with any of the terms and obligations set out in this Section 5 will be a breach of these Terms and may result in termination of your account and prosecution for damages. You agree that Grass Roots will not be liable, and you will indemnify, hold harmless, and reimburse Grass Roots for any consequence, loss, damage or expense (direct or indirect) (including attorneys’ fees and settlement amounts) arising from or relating to your failure to comply with any of the terms and obligations set out above.
6. Our License to Your Information
7. Our Rights as Grass Roots
Grass Roots exclusively and perpetually owns and holds all right, title, and interest in and to the Services and all information and content published by Grass Roots on the Services. The Services are currently (or may be in the future) protected by copyright, trademark, patents, trade secrets, and other laws of both the United States and foreign countries. Other than as expressly provided in these Terms, you do not have any right to use, copy, or imitate the name “Grass Roots,” “Grass Roots Farmers’ Cooperative,” or any of the Grass Roots trademarks, logos, domain names, distinctive brand features, or other intellectual property or content, in whole or in part, without our prior written permission.
We reserve the right to terminate, suspend, or refuse to provide the Services, to suspend or terminate Users, and to reclaim usernames – all at any time and for any reason in our sole discretion, and without liability to you.
We will seek to protect your information from disclosure in most instances as a general policy. However, we reserve the right to access, read, preserve, and disclose any User information that we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request; (ii) enforce these Terms, including investigation of potential violations; (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to User support requests; and (v) protect the rights, property, or safety of Grass Roots, our Users, and the public.
Feedback, comments, and suggestions you provide about Grass Roots or the Services are welcome and is entirely voluntary. We are free to use all feedback, comments, and suggestions without any obligation or compensation to you.
8. Your License to Use the Services
When you use the Services, Grass Roots gives you a limited, personal, revocable, non-transferable, and non-exclusive license to use the Services. This limited license is only so you may use and enjoy the benefit of the Services as provided by Grass Roots as allowed under these Terms. This license is revocable at will and may be terminated by Grass Roots without notice to you.
These Terms will continue to apply until your use of the Services is terminated by either you or Grass Roots.
You may end your legal agreement with Grass Roots at any time for any reason by discontinuing your use of the Services. You do not need to notify Grass Roots when you stop using the Services. If you stop using the Services without deactivating your accounts, Grass Roots may eventually deactivate your account(s) for prolonged inactivity.
Grass Roots may suspend or terminate your accounts (or quit providing you with all or part of the Services) at any time for any reason, including, but not limited to, our belief that: (i) you have violated these Terms or other published policies, (ii) you create risk of or possible legal exposure for Grass Roots; or (iii) the Services are no longer commercially viable.
In all such cases, your license to use the Services will automatically be canceled, except that the following sections will continue to apply: 3, 4, 5, 6, 7, 10, 11 and 12.
10. Disclaimers and Limitations of Liability; Your Risks and Responsibilities
PLEASE READ THIS SECTION CAREFULLY. This section limits the liability of Grass Roots and its past, present, and future parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Grass Roots Entities”). BY USING THE SERVICES, YOU EXPRESSLY AGREE TO BE BOUND BY THIS SECTION. Each subsection below applies to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of certain warranties or the limitation of liability in contracts, and, as a result, the contents of these sections may not apply to you.
A. Use is at Your Own Risk; The Services are Available “AS-IS”
Grass Roots has no fiduciary or special relationship with you. Your access to and use of the Services and Products are at your own risk. YOU ARE EXCLUSIVELY RESPONSIBLE FOR (i) THE PROPER AND SAFE WASHING, HANDLING, PREPARATION, STORAGE, COOKING, USE, AND CONSUMPTION OF ALL PRODUCTS YOU PURCHASE OR RECEIVE FROM US; AND (ii) DETERMINING WHETHER ALL PRODUCTS YOU PURCHASE OR RECEIVE FROM US ARE SUITABLE AND COMPATIBLE WITH ANY FOOD ALLERGIES OR OTHER DIETARY RESTRICTIONS YOU MAY HAVE BEFORE HANDLING, PREPARING, USING, OR CONSUMING THE PRODUCTS.
You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. WHILE WE PROVIDE INFORMATION ON THE SERVICES ABOUT THE ORIGIN, NUTRITIONAL CONTENT, PRICING, INGREDIENTS, AND OTHER ASPECTS OF PRODUCTS, WE CANNOT GUARANTEE THE COMPLETENESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF THAT INFORMATION. IN ADDITION, THE PRODUCTS YOU PURCHASE OR RECEIVE FROM US MAY VARY FROM THE PRODUCTS DISPLAYED ON OUR SITES DUE TO A NUMBER OF FACTORS, INCLUDING, WITHOUT LIMITATION, THE NATURAL VARIABILITY OF PRODUCTS AND VARIABILITY IN COOKING OR OTHER PREPARATION METHODS AND EQUIPMENT. ALL PRODUCTS MAY NOT AVAILABLE IN EVERY LOCATION.
To the maximum extent permitted under applicable law, except as expressly set out in these Terms, THE GRASS ROOTS ENTITIES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, SECURITY, ACCURACY, AND ANY WARRANTIES IMPLIED BY PERFORMANCE OR USE.
The Grass Roots Entities make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security, or reliability of the Services; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (iii) the deletion of, or the failure to store or to transmit, any information and other communications maintained by the Services; (iv) whether the Services meet your requirements or are available on an uninterrupted, secure, or error-free basis; and (v) any third-party claims, consequence, loss, or damage (direct or indirect) arising in any way out of or related to use of the Services or these Terms. No advice or information, whether oral or written, obtained from the Grass Roots Entities or through the Services, will create any warranty not expressly made in these Terms.
IT IS THE EXCLUSIVE RESPONSIBILITY OF EACH USER TO EVALUATE THE ACCURACY, COMPLETENESS, DEPENDABILITY, USEFULNESS AND MARKETABILITY OF ANY PRODUCT, SERVICE, CONTENT, OR INFORMATION AVAILABLE THROUGH THE SERVICES OR OBTAINED FROM ANOTHER USER, THIRD PARTY, OR LINKED SITE.
B. Third-Party Links and Resources
The Services may contain printed promotion of or links to third-party websites or resources. Except as expressly set out on the Sites, you acknowledge and agree that the Grass Roots Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; (ii) the content, products, or services on or available from such websites or resources; and (iii) any consequence, loss or damage (direct or indirect) arising from such websites or resources. Inclusion of printed materials about or links to such websites or resources do not imply endorsement by the Grass Roots Entities of the websites, resources, or the content, products, or services available from the websites or resources. You acknowledge sole responsibility for and assume all risk of your use of any third-party website or resource.
C. Third-Party Providers and Partners
Grass Roots relies on third-party providers and partners for parts of the Services, including, but not limited to, the many Products. Except as expressly set out on the Sites, you acknowledge and agree that the Grass Roots Entities are not responsible or liable for: (i) the availability, functionality, or accuracy of the parts of the Services provided by third-party providers and partners; (ii) any interruption, delay, suspension, or termination of the Services as a result of third-party providers and partners; and (iii) any consequence, loss, or damage (direct or indirect) arising from third-party providers and partners. On written request by a User, Grass Roots will provide (within a reasonable time) a list of the non-confidential third-party providers and partners that are used for the Services.
D. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GRASS ROOTS ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY USER OR THIRD PARTY ON OR THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, PROPERTY DAMAGE AND DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY PRODUCTS PURCHASED, USED, OR ACCEPTED VIA THE SERVICES, OR CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF THE SERVICES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE GRASS ROOTS ENTITIES EXCEED THE GREATER OF FIVE HUNDRED U.S. DOLLARS (U.S. $500.00) OR THE AMOUNT YOU PAID GRASS ROOTS, IF ANY, FOR THE SPECIFIC PRODUCT(S) GIVING RISE TO THE CLAIM. THE FOREGOING REMEDY WILL CONSTITUTE THE GRASS ROOTS ENTITIES’ SOLE LIABILITY AND OBLIGATION WITH RESPECT TO ANY CLAIM BY YOU.
THE LIMITATIONS OF THIS SUBSECTION WILL APPLY TO ALL THEORIES OF LIABILITY, WHETHER BASED ON PERSONAL INJURY, PROPERTY DAMAGE, WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THE GRASS ROOTS ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET OUT IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
By using the Services, to the maximum extent permitted by applicable law, you agree to indemnify, hold harmless, and reimburse Grass Roots and its past, present, and future officers, directors, employees, agents, representatives, partners, and all other affiliates harmless for all claims and liabilities (actual and threatened), obligations, settlements, losses, expenses, debts and damages (including costs and attorneys’ fees) that arise from or relate to your use or access of the Services and Products, including but not limited to any activity and content associated with your account (whether by you or a third party), unless a court of competent jurisdiction enters a final judgment that the claim, liability, obligation, settlement, loss, expense, debt or damage was the result of affirmative and intentional actions or omissions by Grass Roots. You agree to promptly notify Grass Roots of any third party claims arising from or relating to your use of the Services or Products. Grass Roots reserves the right to assume exclusive control of and direct the defense or settlement of any matter otherwise subject to indemnification by you. You agree to assist and cooperate with Grass Roots in the defense upon request.
12. General Terms
A. Waiver and Severability
The failure of Grass Roots to enforce any right or term of these Terms will not be a waiver of the right or term. In the event that any term is held to be invalid or unenforceable, then that term will be limited or eliminated to the minimum extent necessary, and the remaining parts of these Terms will stay in full force and effect. In such an instance, the parties agree that a court should give effect to the parties’ intentions as reflected in the term.
B. Controlling Law and Jurisdiction
These Terms and any dispute related to the Terms will be governed by the laws of Arkansas without regard to conflicts of law principles. Subject to the dispute resolution terms set out in Section 12C below, all claims, legal proceedings or litigation arising in connection with the Services will be brought exclusively in the federal or state courts located in Little Rock, Pulaski County, Arkansas, United States, and you consent to the exclusive jurisdiction and venue of those courts.
C. Dispute Resolution
You agree that you will notify Grass Roots in writing of any dispute or problem related to the Services. Grass Roots will have thirty (30) days to address the dispute or problem before you may file any legal action. The notice should be addressed: Grass Roots Farmers’ Cooperative; Attn: Dispute, 245 Quality Drive, Clinton, AR 72031.
Any dispute arising from or relating to the subject matter of these Terms that is not voluntarily resolved by the parties pursuant to the previous paragraph must be finally settled by arbitration in Little Rock, Pulaski County, Arkansas, in accordance with the rules then in effect of the American Arbitration Association or its successor, and consistent with the requirements and standards of the Federal Arbitration Act or its successor. Judgment on or enforcement of the arbitration award may be entered in any court having jurisdiction. Any arbitration under this Agreement will take place on an individual basis: CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. BY USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION. Notwithstanding the previous obligations, each party will have the right to start an action at any time for injunctive or equitable relief in the mandatory jurisdiction and venue established above.
D. Consent to Electronic Communication
By using the Services, you agree to receive all communications related to your use of the Services in electronic form, including, but not limited to, emails sent to the email address associated with your account and/or posted notices on the Services. By using the Services, you agree that all agreements, notices, disclosures and other communications that are provided electronically will satisfy all legal requirements that communications be in writing. All notices from Grass Roots will be deemed effective when sent to the email address associated with your account or when posted publicly on the Services.
E. Entire Agreement
If these Terms conflict with any other documents, these Terms will control.
We may revise these Terms from time to time without notice to you. The most current version will always be at the following link: [insert link]. If we believe in our sole discretion that a revision is material, we may also notify you by email. By continuing to use the Services after revisions are effective, you will be bound by the revised Terms.
These Services are operated and provided by Grass Roots Farmers’ Cooperative; 245 Quality Drive, Clinton, AR 72031. If you have any questions about the Terms, please contact us at [email protected]
By registering for and/or using Services in any manner, including but not limited to visiting or browsing the Grass Roots website, you agree to and will be bound by all of the terms and conditions contained in these Terms, and all additional terms, conditions, rules, policies, and/or procedures that may be published by Grass Roots from time to time on the Services, each of which is incorporated by reference and may be updated by Grass Roots at any time without notice to you. These Terms apply to all users of the Services without exception.
Effective: March 6, 2019