Terms and Conditions
Last updated: July 10, 2020
Please read these terms and conditions carefully before using Our Service.
Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined under the following conditions.
The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of these Terms and Conditions:
Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to SNtial Organics Inc., 302 - 1428 56 Street.
Country refers to: British Columbia, Canada and Washington State, USA
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
Goods refer to the items offered for sale on the Service.
Modifications Farmers2Market may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Site. In addition, the Agreement will indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.
Orders mean a request by You to purchase Goods from Us.
Service refers to the Website.
Subscriptions refer to the services or access to the Service offered on a subscription basis by the Company to You.
Free Trial refers to a limited period of time that may be free when purchasing a Subscription.
Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
Placing Orders for Goods.
By placing an Order for Goods through the Service, You warrant that You are legally capable of entering into binding contracts.
Accounts and Passwords
If you are a registered Buyer or Seller of Farmers2Market, then you are responsible to keep your account and password confidential. You agree to accept responsibility for all activities that occur as a result of accessing your Farmers2Market account with your name and password. We reserve the right to refuse service, suspend or terminate any Buyer or Sellers as we see fit, with or without notice (in our sole judgement). The same applies to restricting access to Farmers2Market and our Services for existing, past and prospective Sellers, Buyers, or both.
Use of Services
Guest, Retail and Wholesale Buyers
All visitors to the Canadian Site or US Site or a Seller website are treated as retail Buyers (by default), unless a Buyer registers as a wholesale Buyer. As a wholesale Buyer (ie. restaurant, grocer, retailer) you represent that your organization is a lawfully registered and active organization entitled to wholesale pricing under applicable law. As a wholesale Buyer, you agree and accept that you may be required to provide proof of lawful entity organization, existence (e.g. EIN), good standing and authorization to act on behalf of a wholesale buying entity.
All Buyers and Sellers acknowledge and agree to comply with all the payment terms and fees as set forth on the Site, as updated from time-to-time. This includes the obligations of Sellers to pay processing fees for certain forms of payments, and Buyers to pay certain fees on transactions (e.g. Shipping or Delivery Charges).
Every Seller is provided with an online market that is hosted and managed by SNtial Organics on a separate subdomain for privacy and security compliance. This includes securing and maintaining a Secure-Socket-Layer (SSL) certificate for each online store to ensure secure commercial transactions and a consistent Buyer experience across all supported browsers (e.g. Chrome, Mozilla, Safari) and supported devices (e.g. desktop, laptop, tablet and mobile).
Each Seller agrees and accepts that by hosting its online market, SNtial Organics will utilize a variety of Third Party Apps to manage, monitor, analyze and facilitate secure commercial transactions on a Seller’s online market. These Third Party Apps may include analytics tools, monitoring and hosting services, navigation analysis and heat-mapping tools, payments processing for credit, debit and ACH, and others from time to time.
You agree and accept that each Seller is responsible to maintain their own product inventory, images, descriptions and pricing that populate their online market. Each Seller agrees it shall have no right or authority to make changes to the Seller online market security, configuration, navigation hierarchy, design, payments or Acknowledgment.
Seller accepts and agrees to pay all payment processing and transaction fees associated with any form of payment (including any merchant refunds, merchant credits, merchant payouts, merchant transfers, deposits, disputed or fraudulent payments, promotional discounts, or any cancelled orders). Seller acknowledges and agrees that Farmers2Market and SNtial Organics will in no way be liable for any form of payment that is collected and accepted by the Seller.
Each Seller agrees and accepts that it is exclusively liable for the collection of any cash or check payments (if offered as a form of payment by the Seller). Note, the Seller agrees and accepts that SNtial Organics bears no liability for non-payment of cash, check or $0 deposit items; all risk rests with the Seller. SNtial Organics strongly recommends each Seller collect final payment before or at the time of fulfillment (prior to relinquishing any of Seller’s products).
Each Seller agrees and accepts that it is exclusively liable for the collection and payment of any and all taxes and fees (as applicable) for any products sold through use of Farmers2Market Services. Note, the Seller agrees and accepts that liability to collect taxes, apply the correct rates, and remit payments to all respective taxing authorities, rests solely and exclusively with the Seller.
Each Seller also acknowledges and agrees to comply with all federal, provincial, state and local laws regulating commerce, expressly including any prohibitions on the use of commerce to facilitate the sale or trade of any illegal or federally regulated products, substances or activities (e.g. alcohol, cannabis (CBD)). Failure of the Seller to comply with the foregoing terms with respect to utilizing the Services for any unlawful activities, including any regulated or controlled substances, may result in the IMMEDIATE SUSPENSION AND CESSATION OF THE SERVICES (INCLUDING UNDERLYING MERCHANT PROCESSING) AND POTENTIAL FORFEITURE OF ALL REVENUES ASSOCIATED THEREWITH. In the event of violation of these terms, Sellers agrees and accepts that Seller shall not be entitled to any refund or reimbursement of any funds paid to Farmers2Market for its Services.
By using the Services to conduct transactions, each Seller acknowledges and agrees not to intentionally circumvent Farmers2Market to consummate a transaction through a third-party payment alternative (e.g. PayPal). Further, each Seller agrees not to offer or utilize any other third-party online payment alternatives - through their website, social, or email - to circumvent the Services provided by Farmers2Market.
Seller Product Description and Pricing
We try to ensure that all Sellers provide content that is accurate and transparent - especially with respect to farming practices, production, harvesting and certifications. All Sellers agree to comply with Farmers2Market Seller Requirements to sell only clean and sustainably sourced products via their online store, powered by Farmers2Market.
However, Farmers2Market does not warrant the accuracy, completeness or reliability of Seller content or their product descriptions. We trust that each Buyer has good judgment and scrutiny, and we encourage you to contact a Seller directly if you have any questions. If you believe that a Seller’s product is not as described on their web store, then your sole remedy is to contact the Seller for a replacement or refund. As a Buyer, you acknowledge and agree that Farmers2Market has no liability for Seller representations (or misrepresentations) of its products, and no liability for any product quality (including spoilage or contamination).
If You wish to place an Order for Goods available on the Service, You may be asked to supply certain information relevant to Your Order including, without limitation, Your name, Your email, Your phone number, Your credit card number, the expiration date of Your credit card, Your billing address, and Your shipping information.
You represent and warrant that: (i) You have the legal right to use any credit or debit card(s) or other payment method(s) in connection with any Order; and that (ii) the information You supply to us is true, correct and complete.
By submitting such information, You grant us the right to provide the information to payment processing third parties for purposes of facilitating the completion of Your Order.
Farmers2Market Pricing Plans, Term and Termination
Farmers2Market pricing plans and available features with each tier are published and maintained online. The specific prices and details for each pricing plan may be updated from time to time as Farmers2Market continually enhances its Services. All pricing plans include a set-up fee and a recurring subscription fee. Setup fees are always paid by Sellers in advance at the time of signup. Subscription fees are collected in advance from Sellers based on the selected Term. All payments to Farmers2Market at the time of signup are by credit card only - we do not accept cash, check or money orders.
Farmers2Market Services are available to Sellers on a term of either: (i) a recurring monthly subscription service (based on calendar months); or (ii) a recurring annual subscription service (based on 12 calendar months). At the time of sign-up a Seller may elect to subscribe to Farmers2Market Services based on either term - a subscription monthly or annual subscription term (the “Term”).
As of a Seller’s signup date, each Seller is assured that the then-current pricing will remain in full-force and effect for at least 12-months, notwithstanding any future changes by Farmers2Market to its pricing structure. Some legacy pricing terms provided for unlimited order volume prior to July 10, 2020; which shall not be affected for at least 12- months from the Seller’s signup date. Provided, however, in any case, if a Seller voluntarily opts into a new subscription tier to access new features or services, then Farmers2Market pricing at the time of upgrade will thereafter be effective.
After the initial seven (7) days following signup, Sellers who have subscribed for Services, will not be entitled to any refund (in whole or in part) for any payments paid to date for your premature termination prior to the conclusion of your then-current term. For sake of clarity, there are NO REFUNDS of setup fees, and there are NO PARTIAL REFUNDS for monthly or annual terms.
We reserve the right to refuse or cancel Your Order at any time for certain reasons including but not limited to:
- Goods availability
- Errors in the description or prices for Goods
- Errors in Your Order
We reserve the right to refuse or cancel Your Order if fraud or an unauthorized or illegal transaction is suspected.
Your Order Cancellation Rights
Any Goods you purchase can only be returned in accordance with these Terms and Conditions and Our Returns Policy.
Our Returns Policy forms a part of these Terms and Conditions. Please read our Returns Policy to learn more about your right to cancel Your Order.
Your right to cancel an Order only applies to Goods that are returned in the same condition as You received them. You should also include all of the products instructions, documents and wrappings. Goods that are damaged or not in the same condition as You received them or which are worn simply beyond opening the original packaging will not be refunded. You should therefore take reasonable care of the purchased Goods while they are in Your possession.
We will reimburse You no later than 14 days from the day on which We receive the returned Goods. We will use the same means of payment as You used for the Order, and You will not incur any fees for such reimbursement.
You will not have any right to cancel an Order for the supply of any of the following Goods:
- The supply of Goods made to Your specifications or clearly personalized.
- The supply of Goods which according to their nature are not suitable to be returned, deteriorate rapidly or where the date of expiry is over.
- The supply of Goods which are not suitable for return due to health protection or hygiene reasons and were unsealed after delivery.
- The supply of Goods which are, after delivery, according to their nature, inseparably mixed with other items.
- The supply of digital content which is not supplied on a tangible medium if the performance has begun with Your prior express consent and You have acknowledged Your loss of cancellation right.
Availability, Errors and Inaccuracies
We are constantly updating Our offerings of Goods on the Service. The Goods available on Our Service may be mispriced, described inaccurately, or unavailable, and We may experience delays in updating information regarding our Goods on the Service and in Our advertising on other websites.
We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
The Company reserves the right to revise its prices at any time prior to accepting an Order.
The prices quoted may be revised by the Company subsequent to accepting an Order in the event of any occurrence affecting delivery caused by government action, variation in customs duties, increased shipping charges, higher foreign exchange costs and any other matter beyond the control of the Company. In that event, You will have the right to
cancel Your Order.
All Goods purchased are subject to a one-time payment. Payment are processed through Stripe and as such (Visa, MasterCard, American Express cards) are accepted as form of online payment.
Payment cards (credit cards or debit cards) are subject to validation checks and authorization by Your card issuer. If we do not receive the required authorization, We will not be liable for any delay or non-delivery of Your Order.
The Service or some parts of the Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.
At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or the Company cancels it.
You may cancel Your Subscription renewal either through Your Account settings page or by contacting the Company. You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.
You shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.
Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
The Company, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period.
The Company will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.
REFUNDS ARE ONLY AVAILABLE WITHIN THE FIRST SEVEN (7) DAYS AFTER YOUR INITIAL SIGNUP. If you disagree with this Agreement, then you are free to terminate the use of our Services any time. As a condition, Seller agrees and accepts that as a condition any refund, Seller will not disparage Farmers2Market or its Services in any venue or forum, online or offline.
Except when required by law, paid Subscription fees are non-refundable. Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company.
The Company may, at its sole discretion, offer a Subscription with a Free trial for a limited period of time.
You may be required to enter Your billing information in order to sign up for the Free trial.
If You do enter Your billing information when signing up for a Free Trial, You will not be charged by the Company until the Free trial has expired. On the last day of the Free Trial period, unless You cancelled Your Subscription, You will be automatically charged the applicable Subscription fees for the type of Subscription You have selected.
At any time and without notice, the Company reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free trial offer.
For purposes of this Agreement, all content the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, and compilation of that content into coherent Services, is the property of Farmers2Market (or its partners as the case may be) and protected by Canadian and United States copyright laws.
The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.
The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
Links to Other Websites
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
Upon termination, Your right to use the Service will cease immediately.
Limitation of Liability
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven't purchased anything through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.
"AS IS" and "AS AVAILABLE" Disclaimer
The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking,
and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
These Terms are governed by the laws of the Province of British Columbia and the State of Washington, without reference to its conflict of laws provisions. You agree to the exclusive jurisdiction of the provincial/state and federal courts located in Vancouver, BC or Clark County, Washington for any action regarding enforcement of these Terms or related to these Terms, the Site, or the Services.
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
For European Union (EU) Users
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
United States Federal Government End Use Provisions
If You are a U.S. federal government end user, our Service is a "Commercial Item" as that term is defined at 48 C.F.R. §2.101.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Severability and Waiver
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
Changes to These Terms and Conditions
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice
prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
If you have any questions about these Terms and Conditions, You can contact us:
By email: email@example.com
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