Contents

 

Terms of Use

Last Modified: March 25, 2017

Acceptance of the Terms of Use

These terms of use are entered into by and between You and Verdant Trade (also referred herein as "Company", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference, (collectively, these "Terms of Use"), govern your access to and use of serising.com, including any content, functionality and services offered on or through verdanttrade.com (the "Site"), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use or visit the Site. By using or visiting the Site, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Site. Please note that your use of this Site is also governed by other policies, including the Terms and Conditions for Buyers, Terms and Conditions for Suppliers, as well as all other applicable laws, terms, conditions, policies, and requirements on the Site.

This Site is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using this Site, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site. If you are accessing or registering with the Site on behalf of a business entity, you represent that you have the authority to bind the entity to these Terms of Use.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Site thereafter.

Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to periodically check this page so you are aware of any changes, as they are binding on you.

Accessing the Site and Account Security

We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We 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, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.

You are responsible for:

  • Making all arrangements necessary for you to have access to the Site.

  • Ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and comply with them.

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 our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

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 the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. The names of other companies, products and services referenced herein may be the trademarks of their respective owners.

Limited License

You agree to use the Site solely for your own private and internal purposes, for lawful purposes, and in accordance with these Terms of Use.

You agree not to use the Site:

  • 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).

  • 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.

  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.

  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.

  • To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).

  • 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 the Company or users of the Site or expose them to liability.

Additionally, you agree not to:

  • 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.

  • 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.

  • Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent.

  • Use any device, software or routine that interferes with the proper working of the Site.

  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

  • 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.

  • Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.

  • Otherwise attempt to interfere with the proper working of the Site.

User Contributions

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 us and our affiliates and service providers, and each of their and our respective 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:

  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.

  • All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are 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.

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public or could create liability for the Company.

  • 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.

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.

  • 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.

Without limiting the foregoing, we have the right to fully cooperate 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 THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we 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, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

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:

  • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

  • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.

  • 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 our Privacy Policy.

  • Be likely to deceive any person.

  • Promote any illegal activity, or advocate, promote or assist any unlawful act.

  • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.

  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

  • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.

  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement Policy

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Site infringe your copyright, you may request removal of those materials (or access to them) from the Site by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

  • Your physical or electronic signature.

  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works.

  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

  • A statement that the information in the written notice is accurate.

  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated Copyright Agent to receive DMCA Notices is:

Slade Cutter

Wittliff | Cutter | Austin, PLLC

1803 West Avenue, Austin, TX 78701

phone: 512.960.4867

slade@wittliffcutter.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Reliance on Information Posted

The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

This Site may include content provided by third parties, including materials provided by other users and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Site

We may update the content on this Site from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Site may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Site

All information we collect on this Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Other Terms and Conditions

All purchases and transactions through our Site or as a result of visits made by you are governed by our Terms and Conditions for Buyers and Terms and Conditions for Suppliers, and other policies as may be applicable, which are hereby incorporated into these Terms of Use.

Linking to the Site and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our 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 our part without our express written consent.

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

  • Link from your own or certain third-party websites to certain content on this Site.

  • Send e-mails or other communications with certain content, or links to certain content, on this Site.

  • Cause limited portions of content on this Site to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.

  • Cause the Site or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.

  • Link to any part of the Site other than the homepage.

  • 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 website 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.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Site

If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading 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 our site for any reconstruction of any lost data. WE 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 WEBSITE LINKED TO IT.

YOUR USE OF THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Site, including, but not limited to, your User Contributions, any use of the Site's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Site.

Applicable Law and Jurisdictional Issues

This Site is controlled and operated by Verdant Trade from its offices in the State of California, United States of America. Access to or use of this Site shall not be construed as Verdant Trade’s purposeful availment of the privilege or benefits of doing business in any state or legal jurisdiction other than the State of California. Verdant Trade makes no representation that Content on this Site is appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You and Verdant Trade consent to bring any action to enforce these Terms of Use in the federal or state courts located in the County of Los Angeles, State of California, United States of America. Additionally, these Terms of Use shall be governed by and construed in accordance with, and any claims brought against Verdant Trade shall be governed by, the laws of the State of California, United States of America without regard to its choice of law principles.

Furthermore, you and Verdant Trade agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

Software from this Site is further subject to United States export controls. No software from this Site may be downloaded or otherwise exported or re-exported (i) into Syria, North Korea, Iran, Iraq, Libya, Cuba or any other country to which the United States has embargoed goods; (ii) to a national or resident of same; or (iii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using this Site or any software provided through this Site, you represent and warrant that you are not located in, under the control of or a national or resident of any such country or on any such list.

Waiver and Severability

No waiver by the Company of any term or condition set forth 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 the Company 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.

Entire Agreement

The Terms of Use, our Privacy Policy, Terms and Conditions for Suppliers, and Terms and Conditions for Buyers constitute the sole and entire agreement between you and Verdant Trade with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site.

Your Comments and Concerns

This website is operated by Verdant Trade.

All notices of copyright infringement claims should be sent to the Copyright Agent designated in our Copyright Infringement Policy, located herein, in the manner and by the means set forth therein.

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

 

Terms and Conditions for Buyers

Last Modified: March 25, 2017

Your access to and use of verdanttrade.com (the “Site”) to purchase products is subject to the following Terms and Conditions for Buyers (the “Terms”). Please note that your use of this Site is also governed by other policies, including the Privacy Policy and Terms of Use, as well as all other applicable laws, terms, conditions, policies, and requirements on the Site.

Use of the Site signifies your agreement to these Terms, which constitute a legal agreement between you and Verdant Trade (also referred to as "we" or "us"). Please read these Terms carefully before using the Site. If you do not accept these Terms in their entirety, do not access or use this Site.

In consideration of your use of the Site, you represent that you are of legal age to form a binding contract and are not a person barred from agreeing to these Terms or using the Site under the laws of the United States or any other jurisdiction. If you are accessing or registering with the Site on behalf of a business entity, you represent that you have the authority to bind the entity to these Terms. Further, you represent that any information provided or made available by you or your affiliates is at all times accurate and complete.

For purposes of these Terms, a “Buyer” is a verdanttrade.com user who places, or attempts to place, online orders to purchase products at verdanttrade.com. A “Supplier” is a user of verdanttrade.com who posts product information and offers to sell or sells products on verdanttrade.com.

Changes to the Terms

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes. You are expected to periodically check this page so you are aware of any changes, as they are binding on you.

Function of the Site

The Site provides an online platform for users to purchase products from Suppliers. Verdant Trade, its affiliates, representatives, and respective officers, directors, owners, employees, agents, and contractors (collectively “Verdant Trade Parties”) are not involved in the actual transaction between the Buyer and the Supplier. Descriptions of, or references to, products or services offered by Suppliers on this Site do not imply endorsement of any product or service, or constitute a warranty, by Verdant Trade Parties.

We are not involved in any sales transactions regarding products or services offered by Suppliers on this Site and do not represent either Suppliers or Buyers. As a result, we have no control over such sales transactions, including without limitation the quality, safety, availability, or legality of the items transacted; the accuracy of the information or specifications provided; or the ability of Suppliers to deliver items promised. These Terms and the information provided by this Site in no way override the terms and conditions of a Supplier’s sale to you and your purchase of any product or service except as specifically provided herein. We cannot ensure that a Supplier will complete a transaction or that a transaction will be completed in a satisfactory manner. We encourage you to communicate directly with Suppliers through the tools available on this Site or by other commercially available means that you might normally use in conducting transactions. IT IS YOUR SOLE RESPONSIBILITY TO QUALIFY THE SUPPLIER THAT YOU CHOOSE TO DO BUSINESS WITH.

Suppliers are solely responsible for all transactions conducted on, through or as a result of use of the Site, including, without limitation, terms regarding payment, returns, refunds, warranties, shipping, insurance, promotions, fees, taxes, licenses, fines, handling, transportation and storage.

You hereby agree and acknowledge that there may be risks of dealing with people acting under false pretenses. Because user verification on the Internet is difficult, we cannot and do not confirm each Supplier’s registered personal or company information. We encourage you to use various means, as well as common sense, to evaluate who you are doing business with.

You agree and acknowledge that you are fully assuming the risks of conducting any purchase in connection with using the Site, and that you are fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Site. Such risks shall include, but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate third party rights, and the risk that you may incur costs of defense or other costs in connection with third parties’ assertion of their rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third party claimants. Such risks also include the risks that consumers, other purchasers, end users of products or others claiming to have suffered injuries or harms relating to products originally obtained in connection with using the Site may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction Risks". You agree that Verdant Trade Parties shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.

Disputes

Because Verdant Trade Parties are not involved in transactions between Suppliers and Buyers, if a dispute arises between one or more participants, you agree to release and indemnify Verdant Trade Parties from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages), known and unknown, disclosed and undisclosed, arising out of or in connection with such dispute. Because Verdant Trade is not the agent of Supplier and is not the agent of Buyer for any purpose, Verdant Trade will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction. Verdant Trade urges Suppliers and Buyers to cooperate with each other to resolve such disputes.

Please also review Stripe’s on dispute resolution.

Submission of Content

You understand that all information (including without limitation information provided when signing up for an account or requesting quotes), data, text, software, music, sound, photographs, images, graphics, videos, messages, logos or other materials (collectively, "Content"), whether publicly posted on (including any forums or other public areas) or privately transmitted through (whether to us, other users, Buyers, or Suppliers) this Site, is the sole responsibility of the person from which such Content originated. Under no circumstances will Verdant Trade Parties be liable in any way for any Content posted by Suppliers, other users, or third parties, including, but not limited to, for any errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use of any such Content posted, listed, emailed, transmitted or otherwise made available via this Site. Verdant Trade Parties do not control the Content posted by Suppliers, users, or third parties and, as such, do not guarantee the accuracy, integrity or quality of such Content.

Prohibited Products

It is the responsibility of Suppliers not to offer, sell, list, link to, or post any items or related materials (“Prohibited Products”) that:

  • Infringe any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy);

  • Constitute libel or slander or is otherwise defamatory;

  • Are counterfeited, illegal, stolen, fraudulent, or highly regulated;

  • Are internationally regulated;

  • Encourage or promote illegal activities;

  • Are dangerous, including hazardous materials, recalled items, and weapons

  • Are racially, religiously or ethnically derogatory, or that promotes hatred, violence, racial or religious intolerance;

  • Are obscene and/or pornographic;

  • Do not offer a product or service for sale, such as advertisements solely for the purpose of collecting user information.

However, Buyers are also responsible for not purchasing any goods or services that are clearly Prohibited Products. Buyers who purchase Prohibited Products may no longer be given access to the Site and may not receive a refund for their purchase.

Verdant Trade retains the right to de-list any or all products in our sole discretion and withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any transaction.

Intellectual Property

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 Verdant Trade, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. The names of other companies, products and services referenced herein may be the trademarks of their respective owners.

Termination

These Terms are effective until terminated by either you or Verdant Trade. You may terminate these Terms at any time by destroying all Content obtained from this Site and all related documentation and all copies and installments thereof whether made under the terms of these Terms or otherwise. Verdant Trade may terminate your right to access or use this Site or any feature or portion thereof or change, suspend or discontinue all or any aspect or portion of this Site, or any service, feature or product offered through it, at any time, without notice or liability to you, any other user or any third party. In addition, conducting, or attempting to conduct, business outside of the Site’s platform in order to avoid fees may result in immediate termination of your access or use of this Site. Upon termination, you are no longer authorized to access this Site. The restrictions imposed on you with respect to the Content, and the disclaimers, indemnities and limitations of liabilities set forth in these Terms shall survive termination.

Disclaimer

Content posted by Verdant Trade may contain errors, omissions or typographical errors or may be out of date. VERDANT TRADE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS SITE OR ITS CONTENTS, WHICH ARE PROVIDED FOR USE "AS IS" AND "AS AVAILABLE", OR THAT THIS SITE OR ITS CONTENTS WILL BE AVAILABLE, ACCURATE, COMPLETE OR TIMELY. VERDANT TRADE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS SITE, ANY WEBSITE WITH WHICH IT IS LINKED AND ANY PRODUCTS OR SERVICES LISTED ON THIS SITE. VERDANT TRADE PARTIES DO NOT WARRANT THE FUNCTIONS, INFORMATION OR LINKS CONTAINED ON THIS SITE OR THAT ITS CONTENTS WILL MEET YOUR REQUIREMENTS, THAT THIS SITE OR ITS CONTENTS ARE FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF THIS SITE OR ITS CONTENTS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, CANCELBOTS OR OTHER HARMFUL COMPONENTS. YOU (AND NOT VERDANT TRADE PARTIES) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. VERDANT TRADE PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT OR MATERIALS ON THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU. ALL PRODUCTS AND SERVICES LISTED ON THIS SITE ARE SUBJECT TO ANY APPLICABLE WARRANTIES AND REPRESENTATIONS OF THEIR RESPECTIVE SUPPLIERS OR MANUFACTURERS. ACCORDINGLY, VERDANT TRADE PARTIES MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY PRODUCT OR SERVICE LISTED ON THIS SITE. VERDANT TRADE PARTIES MAKE NO REPRESENTATION OR WARRANTY THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE WILL BE REPRESENTED BY SUPPLIERS, AVAILABLE FOR SALE AT THE TIME OF SALE, LAWFUL TO SELL, OR THAT SUPPLIERS WILL PERFORM AS PROMISED. FURTHERMORE, VERDANT TRADE PARTIES MAKE NO WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitations of Liability

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL VERDANT TRADE PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF OR RESULTING FROM YOUR PURCHASE OF ANY PRODUCTS ON THIS SITE OR THE USE, OR THE INABILITY TO USE, THE CONTENT OR MATERIALS ON THIS SITE, EVEN IF AN VERDANT TRADE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF CONTENT OR MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL AN VERDANT TRADE PARTY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT OR NOT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.

Indemnity

You will defend, indemnify and hold harmless Verdant Trade Parties from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms and any use or alleged use of this Site under your password by any person, whether or not authorized by you. Verdant Trade reserves the right to assume the exclusive defense and control, at its own expense, of any matter otherwise subject to indemnification by you. In such case, you agree to cooperate with Verdant Trade’s defense of such claim. For purposes hereof, "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.

Applicable Law and Jurisdictional Issues

This Site is controlled and operated by Verdant Trade from its offices in the State of California, United States of America. Access to or use of this Site shall not be construed as Verdant Trade’s purposeful availment of the privilege or benefits of doing business in any state or legal jurisdiction other than the State of California. Verdant Trade makes no representation that Content on this Site is appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You and Verdant Trade consent to bring any action to enforce these Terms in the federal or state courts located in the County of Travis, State of California, United States of America. Additionally, these Terms shall be governed by and construed in accordance with, and any claims brought against Verdant Trade shall be governed by, the laws of the State of California, United States of America without regard to its choice of law principles.

Furthermore, you and Verdant Trade agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

Software from this Site is further subject to United States export controls. No software from this Site may be downloaded or otherwise exported or re-exported (i) into Syria, North Korea, Iran, Iraq, Libya, Cuba or any other country to which the United States has embargoed goods; (ii) to a national or resident of same; or (iii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using this Site or any software provided through this Site, you represent and warrant that you are not located in, under the control of or a national or resident of any such country or on any such list.

Force Majeure

Under no circumstances shall Verdant Trade Parties be held liable for any delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

General Provisions

These Terms, the Terms of Use, and our Privacy Policy, constitute the sole and entire agreement between you and Verdant Trade with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site. No waiver by Verdant Trade of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. The headings and captions in these Terms are intended for convenience only and shall in no way affect the interpretation of the Terms.

Your Comments and Concerns

This website is operated by Social Enterprise Rising, LLC.

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

 

Terms and Conditions for Suppliers

Last Modified: March 25, 2017

Your access to and use of verdanttrade.com (the “Site”) to offer or sell products is subject to the following Terms and Conditions for Suppliers (the “Terms”). Please note that your use of this Site is also governed by other policies, including the Privacy Policy and Terms of Use, as well as all other applicable laws, terms, conditions, policies, and requirements on the Site.

Use of the Site signifies your agreement to these Terms, which constitute a legal agreement between you and Verdant Trade (also referred to as "we" or "us"). Please read these Terms carefully before using the Site. If you do not accept these Terms in their entirety, do not access or use this Site.

In consideration of your use of the Site, you represent that you are of legal age to form a binding contract and are not a person barred from agreeing to these Terms or using the Site under the laws of the United States or any other jurisdiction. If you are accessing or registering with the Site on behalf of a business entity, you represent that you have the authority to bind the entity to these Terms. Further, you represent that any information provided or made available by you or your affiliates is at all times accurate and complete.

For purposes of these Terms, a “Supplier” is a user of verdanttrade.com who, upon applying to be a verdanttrade.com supplier and fulfilling the relevant Registration Requirements, posts product information and offers to sell or sells products on serising.com. A “Buyer” is a verdanttrade.com user who places, or attempts to place, online orders to purchase products at verdanttrade.com.

Changes to the Terms

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes. You are expected to periodically check this page so you are aware of any changes, as they are binding on you.

Registration Requirements

You must provide true and accurate information when registering and must maintain and update that information as applicable. You agree not to impersonate any person or business or use a name you are not legally authorized to use. You authorize us to verify your information (including any updated information).

Any paid membership or registration fees will not be refunded even if a Supplier requests to terminate its membership or registration before the expiration of the membership or registration period.

To participate as a supplier in the Verdant marketplace, you must have a valid account with Stripe and fully comply with all applicable terms and conditions located at www.stripe.com.

Function of the Site

The Site provides an online platform for Suppliers to offer and sell products to users. Verdant Trade is not involved in the actual transaction between the Buyer and the Supplier. As a result, only the Supplier, not Verdant Trade, has control over and is responsible for sales transactions, including without limitation the quality, safety, availability, or legality of the items transacted; the accuracy of the information or specifications provided; and the ability of Suppliers to deliver items promised. These Terms and the information provided by this Site in no way override the terms and conditions of your sale of any product or service except as specifically provided herein. We cannot ensure that a Buyer will complete a transaction or that a transaction will be completed in a satisfactory manner. We encourage you to communicate directly with Buyers through the tools available on this Site or by other commercially available means that you might normally use in conducting transactions.

You, hereby agree and acknowledge that there may be risks of dealing with people acting under false pretenses. Because user verification on the Internet is difficult, we cannot and do not confirm each Buyer’s personal or company information. We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing. IT IS YOUR SOLE RESPONSIBILITY TO QUALIFY THE BUYER THAT YOU CHOOSE TO DO BUSINESS WITH.

You agree and acknowledge that you are fully assuming the risks of conducting any transactions in connection with using the Site, and that you are fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that you offer or sell through the Site. Such risks shall include, but are not limited to fraudulent schemes, delay or default in payment, cost miscalculations, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate third party rights, and the risk that you may incur costs of defense or other costs in connection with third parties’ assertion of their rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third party claimants. Such risks also include the risks that consumers, purchasers, end users of products or others claiming to have suffered injuries or harms relating to products sold by you in connection with using the Site may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction Risks." Supplier agrees that Verdant Trade, its affiliates, representatives, and respective officers, directors, owners, employees, agents, and contractors (collectively “Verdant Trade Parties”) shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.

Offers and Sales

Suppliers are obligated to sell goods at the agreed price to Buyers who meet the Supplier’s terms. By listing an item, you represent and warrant to prospective Buyers that you have the right and ability to sell, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive. It is your responsibility to accurately describe an item for sale. Suppliers are solely responsible for all transactions conducted on, through or as a result of use of the Site, including, without limitation, terms regarding payment, returns, refunds, warranties, shipping, insurance, promotions, fees, Supplier Taxes (as defined herein), licenses, fines, handling, transportation and storage. Verdant Trade, in its sole and exclusive discretion, reserves the right to impose additional restrictions and prohibitions.

Without limitation, you may not offer, sell, list, link to, or post any items or related materials (“Prohibited Products”) that:

  • Infringe any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy);

  • Constitute libel or slander or is otherwise defamatory;

  • Are counterfeited, illegal, stolen, fraudulent, or highly regulated;

  • Are internationally regulated;

  • Encourage or promote illegal activities;

  • Are dangerous, including hazardous materials, recalled items, and weapons

  • Are racially, religiously or ethnically derogatory, or that promotes hatred, violence, racial or religious intolerance;

  • Are obscene and/or pornographic in nature;

  • Do not offer a product or service for sale, such as advertisements solely for the purpose of collecting user information.

Any violation of these terms may result in immediate termination by Verdant Trade of your right to access or use this Site.

Supplier Taxes

It is the responsibility of the Supplier to determine whether Supplier Taxes apply to transactions and to collect, report, and remit the correct taxes to the appropriate tax authority. Verdant Trade is not responsible for collecting, reporting, or remitting any sales, use or similar taxes arising from any transaction. “Supplier Taxes” means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by the Supplier on or through the Site, or otherwise in connection with any action, inaction or omission of the Supplier or any of affiliate of the Supplier, or any of the Supplier’s respective employees, agents, contractors or representatives.

Disputes

Because Verdant Trade Parties are not involved in transactions between Suppliers and Buyers, if a dispute arises between one or more participants, Supplier agrees to release and indemnify Verdant Trade Parties from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages), known and unknown, disclosed and undisclosed, arising out of or in connection with such dispute. Because Verdant Trade is not the agent of Supplier and is not the agent of Buyer for any purpose, Verdant Trade will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction. Verdant Trade urges Suppliers and Buyers to cooperate with each other to resolve such disputes.

Please also review Stripe’s on dispute resolution.

Verdant Trade Reservation of Rights

Verdant Trade retains the right to determine the content, appearance, design, functionality and all other aspects of the Site (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Supplier not to list, any or all products in our sole discretion. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any transactions. You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper).

Submission of Content

All Content posted by you on the Site must comply with the Content Standards set out in the Terms of Use, as well as other content standards herein. You understand that all information (including without limitation information provided when signing up for an account or requesting quotes), data, text, software, music, sound, photographs, images, graphics, videos, messages, logos or other materials (collectively, "Content"), whether publicly posted on (including any forums or other public areas) or privately transmitted through (whether to us, other users, Buyers, or Suppliers) this Site, is the sole responsibility of the person from which such Content originated. This means that you, and not Verdant Trade Parties, are entirely responsible for all Content that you upload, post, list, email, transmit or otherwise make available via this Site. Under no circumstances will Verdant Trade Parties be liable in any way for any Content posted by you, including, but not limited to, for any errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use of any such Content posted, listed, emailed, transmitted or otherwise made available via this Site.

You may not list any Content on this Site (or consummate any transaction that was initiated using this Site) that could cause us to violate any applicable law, statute, ordinance or regulation, or that violates any patent, trademark, other intellectual property rights, trade secrets or any other rights of another party.

Except as otherwise expressly provided herein or in the separately posted Privacy Policy, any communication or Content you post or list on this Site or transmit to Verdant Trade by electronic mail or otherwise, including without limitation any contest or sweepstakes entries, essays, questions, comments, suggestions or the like, is and will be treated as non-confidential and non-proprietary and may be used by Verdant Trade Parties and other users for any purpose, including without limitation reproduction, modification, disclosure, transmission, publication, broadcast and posting, and for advertising, publicity or promotional purposes in any media, now known or hereafter conceived or created, without further permission, consent, payment or other consideration, unless prohibited by law. Furthermore, Verdant Trade Parties are free to use any ideas, concepts, know-how or techniques contained in any such communication or Content for any purpose whatsoever, including without limitation developing, manufacturing and marketing products or services using information contained in such communication or Content.

Intellectual Property

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 Verdant Trade, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. The names of other companies, products and services referenced herein may be the trademarks of their respective owners.

Termination

These Terms are effective until terminated by either you or Verdant Trade. Verdant Trade may terminate your right to access or use this Site or any feature or portion thereof or change, suspend or discontinue all or any aspect or portion of this Site, or any service, feature or product offered through it, at any time, without notice or liability to you, any other user or any third party. In addition, conducting, or attempting to conduct, business outside of the Site’s platform in order to avoid fees may result in immediate termination of your access or use of this Site. Misrepresenting the type of goods being sold to avoid feeds may also result in immediate termination of your access or use of the Site. Upon termination, you are no longer authorized to access this Site. The restrictions imposed on you with respect to the Content, and the disclaimers, indemnities and limitations of liabilities set forth in these Terms shall survive termination.

Disclaimer

Content posted by Verdant Trade Parties may contain errors, omissions or typographical errors or may be out of date. VERDANT TRADE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS SITE OR ITS CONTENTS, WHICH ARE PROVIDED FOR USE "AS IS" AND "AS AVAILABLE", OR THAT THIS SITE OR ITS CONTENTS WILL BE AVAILABLE, ACCURATE, COMPLETE OR TIMELY. VERDANT TRADE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS SITE, ANY WEBSITE WITH WHICH IT IS LINKED AND ANY PRODUCTS OR SERVICES LISTED ON THIS SITE. VERDANT TRADE PARTIES DO NOT WARRANT THE FUNCTIONS, INFORMATION OR LINKS CONTAINED ON THIS SITE OR THAT ITS CONTENTS WILL MEET YOUR REQUIREMENTS, THAT THIS SITE OR ITS CONTENTS ARE FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF THIS SITE OR ITS CONTENTS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, CANCELBOTS OR OTHER HARMFUL COMPONENTS. YOU (AND NOT VERDANT TRADE PARTIES) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. VERDANT TRADE PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT OR MATERIALS ON THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU. ALL PRODUCTS AND SERVICES LISTED ON THIS SITE ARE SUBJECT TO ANY APPLICABLE WARRANTIES AND REPRESENTATIONS OF THEIR RESPECTIVE SUPPIERS OR MANUFACTURERS. ACCORDINGLY, VERDANT TRADE PARTIES MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY PRODUCT OR SERVICE LISTED ON THIS SITE. VERDANT TRADE PARTIES MAKE NO REPRESENTATION OR WARRANTY THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE WILL BE REPRESENTED BY SUPPLIERS, AVAILABLE FOR SALE AT THE TIME OF SALE, LAWFUL TO SELL, OR THAT SUPPLIERS OR BUYERS WILL PERFORM AS PROMISED. FURTHERMORE, VERDANT TRADE PARTIES MAKE NO WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitations of Liability

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL VERDANT TRADE PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF OR RESULTING FROM YOUR SALE OF ANY PRODUCTS ON THIS SITE OR THE USE, OR THE INABILITY TO USE, THE CONTENT OR MATERIALS ON THIS SITE, EVEN IF A VERDANT TRADE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF CONTENT OR MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL AN VERDANT TRADE PARTY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT OR NOT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.

Indemnity

You will defend, indemnify and hold harmless Verdant Trade Parties from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms and any use or alleged use of this Site under your password by any person, whether or not authorized by you; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Supplier Taxes or the collection, payment or failure to collect or pay Supplier Taxes. For purposes hereof, "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity. Verdant Trade reserves the right to assume the exclusive defense and control, at its own expense, of any matter otherwise subject to indemnification by you. In such case, you agree to cooperate with Verdant Trade’s defense of such claim.

Applicable Law and Jurisdictional Issues

This Site is controlled and operated by Verdant Trade from its offices in the State of California, United States of America. Access to or use of this Site shall not be construed as Verdant Trade’s purposeful availment of the privilege or benefits of doing business in any state or legal jurisdiction other than the State of California. Verdant Trade makes no representation that Content on this Site is appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You and Verdant Trade consent to bring any action to enforce these Terms in the federal or state courts located in the Los Angeles County, State of California, United States of America. Additionally, these Terms shall be governed by and construed in accordance with, and any claims brought against Verdant Trade shall be governed by, the laws of the State of California, United States of America without regard to its choice of law principles.

Furthermore, you and Verdant Trade agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

Software from this Site is further subject to United States export controls. No software from this Site may be downloaded or otherwise exported or re-exported (i) into Syria, North Korea, Iran, Iraq, Libya, Cuba or any other country to which the United States has embargoed goods; (ii) to a national or resident of same; or (iii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using this Site or any software provided through this Site, you represent and warrant that you are not located in, under the control of or a national or resident of any such country or on any such list.

Force Majeure

Under no circumstances shall Verdant Trade Parties be held liable for any delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

General Provisions

These Terms, the Terms of Use, and our Privacy Policy, constitute the sole and entire agreement between you and Verdant Trade with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site. No waiver by Verdant Trade of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. The headings and captions in these Terms are intended for convenience only and shall in no way affect the interpretation of the Terms.

Your Comments and Concerns

This website is operated by Social Enterprise Rising, LLC.

All notices of copyright infringement claims should be sent to the Copyright Agent designated in our Copyright Infringement Policy, located in our Terms of Use, in the manner and by the means set forth therein.

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

 

Privacy policy

Last Modified: March 22, 2017

Introduction

Verdant Trade (“Company” or “We”) respect your privacy and are committed to protecting it through our compliance with this policy.

This policy describes the types of information we may collect from you or that you may provide when you visit the website www.verdanttrade.com (our “Website”) and our practices for collecting, using, maintaining, protecting and disclosing that information.

This policy applies to information we collect:

  • On this Website.

  • In e-mail, text and other electronic messages between you and this Website.

  • When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.

It does not apply to information collected by:

  • Us offline or through any other means, including on any other website operated by the Company or any third party (including our affiliates and subsidiaries); or

  • Any third party (including our affiliates and subsidiaries), including through any application or content (including advertising) that may link to or be accessible from or on the Website.

Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Website. By accessing or using this Website, you agree to this privacy policy. This policy may change from time to time. Your continued use of this Website after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates.

Children Under the Age of 13

Our Website is not intended for children under 13 years of age. No one under age 13 may provide any information to or on the Website. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on this Website or on or through any of its features, register on the Website, make any purchases through the Website, use any of the interactive or public comment features of this Website, or provide any information about yourself to us, including your name, address, telephone number, e-mail address or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at support@verdanttrade.com.

Information We Collect About You and How We Collect It

We collect several types of information from and about users of our Website, including information:

  • By which you may be personally identified, such as name, postal address, e-mail address, telephone number, or any other identifier by which you may be contacted online or offline (“personal information”);

  • About your Internet connection, the equipment you use to access our Website and usage details.

We collect this information:

  • Directly from you when you provide it to us.

  • Automatically as you navigate through the Website. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.

  • From third parties, for example, our business partners.

Information You Provide to Us

The information we collect on or through our Website may include:

  • Information that you provide by filling in forms on our Website. This includes information provided at the time of registering to use our Website, subscribing to our service, posting material, or requesting further services. We may also ask you for information when you report a problem with our Website.

  • Records and copies of your correspondence (including e-mail addresses), if you contact us.

  • Your responses to surveys that we might ask you to complete for research purposes.

  • Details of transactions you carry out through our Website and of the fulfillment of your orders. You may be required to provide financial information before placing an order through our Website.

  • Your search queries on the Website.

You also may provide information to be published or displayed (hereinafter, “posted”) on public areas of the Website, or transmitted to other users of the Website or third parties (collectively, “User Contributions”). Your User Contributions are posted on and transmitted to others at your own risk. Although we limit access to certain pages, please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of other users of the Website with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.

Information We Collect Through Automatic Data Collection Technologies

As you navigate through and interact with our Website, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions and patterns, including:

  • Details of your visits to our Website, including traffic data, logs, and other communication data and the resources that you access and use on the Website.

  • Information about your computer and Internet connection, including your IP address, operating system and browser type.

  • Aggregated, anonymized behavioral data about how you use the Website, such as shopping behavior and preferences.

The information we collect automatically is statistical data and does not include personal information, but we may maintain it or associate it with personal information we collect in other ways or receive from third parties. It helps us to improve our Website and to deliver a better and more personalized service, including by enabling us to:

  • Estimate our audience size and usage patterns.

  • Store information about your preferences, allowing us to customize our Website according to your individual interests.

  • Speed up your searches.

  • Recognize you when you return to our Website.

The technologies we use for this automatic data collection may include:

  • Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Website.

  • Flash Cookies. Certain features of our Website may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Website. Flash cookies are not managed by the same browser settings as are used for browser cookies. For information about managing your privacy and security settings for Flash cookies, see “Choices about How We Use and Disclose Your Information.”

  • Web Beacons. Pages of the Website and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs. pixel tags and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an e-mail and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).

How We Use Your Information

We use information we collect about you or that you provide to us, including any personal information:

  • To present our Website and its contents to you.

  • To provide you with information, products or services that you request from us.

  • To fulfill any other purpose for which you provide it.

  • To facilitate communication between buyers and suppliers on the Website.

  • To provide you with notices about your account/subscription, including expiration and renewal notices.

  • To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.

  • To notify you about changes to our Website or any products or services we offer or provide though it.

  • To allow you to participate in interactive features on our Website.

  • To perform research or statistical analysis in order to improve the content and layout of the Website, to improve offerings and services.

  • To prepare and furnish anonymized and aggregated behavioral data reports, (including, but not limited to, the following: compilations, analyses, analytical and predictive models and rules, and other aggregated reports) for the purpose of advising our issuing and acquiring institutions, merchants and other customers and partners regarding past and potential future patterns of spending, fraud, and other insights that may be extracted from this data.

  • In any other way we may describe when you provide the information.

  • For any other purpose with your consent.

We may use the information we have collected from you to enable us to display advertisements to our advertisers’ target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.

Disclosure of Your Information

We may disclose aggregated information about our users, and information that does not identify any individual, without restriction.

We may disclose personal information that we collect or you provide as described in this privacy policy:

  • To our subsidiaries and affiliates.

  • To contractors, service providers and other third parties we use to support our business.

  • To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution or other sale or transfer of some or all of the Company’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by the Company about our Website users is among the assets transferred.

  • To fulfill the purpose for which you provide it.

  • For any other purpose disclosed by us when you provide the information.

  • With your consent.

We may also disclose your personal information:

  • To comply with any court order, law, or legal process, including to respond to any government or regulatory request.

  • To enforce or apply our Terms of Use and other agreements, including for billing and collection purposes.

  • If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of the Company, our customers or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.

Choices About How We Use and Disclose Your Information

We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:

  • Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe’s website. If you disable or refuse cookies, please note that some parts of this site may then be inaccessible or not function properly.

  • Promotional Offers from the Company. If you do not wish to have your e-mail address used by the Company to promote our own or third parties’ products or services, you can opt-out by clicking "Unsubscribe" and following the process to unsubscribe. If we have sent you a promotional e-mail, you may send us a return e-mail asking to be omitted from future e-mail distributions. This opt out does not apply to information provided to the Company as a result of a purchase, product service experience, or other transactions.

Accessing and Correcting Your Information

You can review and change your personal information by logging into the Website and visiting your account profile page.

You may also send us an e-mail at support@verdanttrade.com to request access to, correct or delete any personal information that you have provided to us. We cannot delete your personal information except by also deleting your user account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.

If you delete your User Contributions from the Website, copies of your User Contributions may remain viewable in cached and archived pages, or might have been copied or stored by other Website users. Proper access and use of information provided on the Website, including User Contributions, is governed by our Terms of Use.

Your California Privacy Rights

California Civil Code Section § 1798.83 permits users of our Website that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to support@verdanttrade.com.

California Do Not Track Disclosures. Do Not Track is a privacy preference that users can set in their web browsers. When a user turns on the Do Not Track signal, the browser sends a message to websites requesting them not to track the user. At this time, verdanttrade.com does not respond to Do Not Track browser settings or signals. In addition, we deploy cookies, web beacons, and other technologies on our Website. Those tools may be used by us, our customers, and third parties to collect information about you and your Internet activity, even if you have turned on the Do Not Track signal.

Data Security

We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration and disclosure.

The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information in public areas of the Website like message boards. The information you share in public areas may be viewed by any user of the Website.

Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.

Changes to Our Privacy Policy

It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users’ personal information, we will notify you through a notice on the Website home page. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date, active, and deliverable e-mail address for you, and for periodically visiting our Website and this privacy policy to check for any changes.

Contact Information

To ask questions or comment about this privacy policy and our privacy practices, contact us at:

support@verdanttrade.com

 

Affiliate Agreement

Last Modified: March 22, 2017

This Affiliate Agreement (“Agreement”) describes the terms and conditions which apply to your participation in the Verdant Trade Affiliate Program (“Program”) and the establishment of links from your website(s), social media account(s), and/or e-mail account(s) to the Verdant Trade website located at http://www.verdanttrade.com (“Website”). For purposes of this Agreement, "you" and "your" refer to the affiliate applicant and "we" and "our" refer to Verdant Trade. Unless otherwise noted herein, for purposes of this Agreement “Program” shall refer to both the Affiliate Program and the Affiliate Referral Program.

  1. Execution of the Agreement

    This is a legal agreement between you and Verdant Trade. By participating in the Program, you represent that this Agreement has been validly executed and delivered and constitutes a valid binding obligation against you. You also acknowledge you have read and understand the terms and conditions of this Agreement and agree to be bound by all its terms and conditions.

  2. Participation in the Program

    As a member of the Verdant Trade community, you are entitled to participate in the Program on condition that you accept the terms and conditions of this Agreement. If you do not agree to accept and abide by this Agreement, you should not participate in the Program. In the event of any inconsistency between this Agreement and the Terms of Use, Privacy Policy, or any other Verdant Trade policy, the terms of this Agreement shall govern.

    This may be a temporary program. We reserve the right, in our discretion, to change, terminate or modify all or any part of the Program or this Agreement, including any commissions or your participation in the Program, at any time, effective immediately. Your continued participation in the Program after any changes or modifications constitutes your binding acceptance of the terms and conditions in this Agreement, including any changes or modifications made by us as permitted above. If at any time the terms and conditions of this Agreement are no longer acceptable to you, you should immediately cease participation in the Program.

    You acknowledge and agree that we may, at any time, suspend performance (in part or whole) of the Program and any or all terms and conditions of this Agreement, suspend any payment or commissions due hereunder (in part or whole), or terminate the Agreement (in part or whole), in our sole discretion, with or without notice. For example, our ability to offer the Program and/or award you commissions under this Agreement may be subject to the adequate operation of our third party affiliate management system.

    Subject to the conditions of this Agreement, you may use your unique URL located on your Verdant Trade dashboard, or otherwise provided to you by Verdant Trade, to use on your website, social media account, and/or e-mail account to send visitors to our Website (“Affiliate Referral Link”). For purposes of this Agreement, “Affiliate” shall be defined as a referrer to our Website that participates in the Affiliate Program for purposes of gaining commissions by referring interested parties of Verdant Trade and its services.

    You acknowledge and agree that you will: (i) use any data, images, text, or other information obtained by you from us or our Website in connection with this Agreement, including any logos, graphics, banners, or other content (“Content”) only in a lawful manner and only in accordance with the terms of this Agreement; (ii) not sell, redistribute, sublicense or transfer any Content; (iii) not use any Content in a manner intended to send sales to any website other than our Website; (iv) promptly delete any Content that is no longer displayed on our Website or that we notify you is no longer available for your use; and (vii) not use any Content, including any name or likeness embodied therein, in a manner that implies a person’s or company’s endorsement or sponsorship of any product, service, party or cause unless authorized by us.

    You also acknowledge that as a participant in the Program, we may from time to time communicate with you about the Program and you agree to keep your contact information up to date.

    You warrant and represent to us that your website, social media, or email account where you place your Affiliate Referral Link: (i) are in compliance with all applicable laws and regulations; (ii) do not contain or promote any material that is fraudulent, defamatory, or obscene; and (iii) are suitable in all respects to be linked to/from our Website. You agree that during the term of this Agreement you shall not disparage our Website or Verdant Trade in any way.

    By participating in this Program, you agree to be subject to all of the terms and conditions of this Agreement and our Privacy Policy, and any other Verdant Trade policy that may apply. We reserve the right to terminate your Affiliate account and/or restrict you from participating in this Program if you fail to comply with any of these terms and conditions.

  3. Independent Business

    Nothing in this Agreement will create any employment relationship between you and Verdant Trade. Neither party will have the authority to enter into contracts, assume or create any liability or make agreements of any nature whatsoever for, in the name of, or on behalf of, the other party. In no event shall you or your agents make or extend any representation or warranty on our behalf with respect to our Website or services.

    You are solely responsible for the development, operation, and maintenance of your website, social media account, and/or email account, and for all materials that appear therein, including but not limited to: (i) the technical operation of your website, social media account, and/or email account, and all related equipment; (ii) ensuring the display of Affiliate Referral Links do not violate any agreement between you and any third party; (iii) creating and posting product descriptions and linking those descriptions to our Website; (iv) the accuracy and appropriateness of materials posted on or through your website, social media account, and/or email account; (v) ensuring that materials posted on or through your website, social media account, and/or email account do not violate or infringe upon the rights of any third party; (vi) ensuring that materials posted on or through your website, social media account, and/or email account are not libelous or otherwise illegal; (vii) ensuring that your website, social media account, and/or email account accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including Verdant Trade and our Website) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, reasonable attorneys’ fees) relating to the development, operation, maintenance, and contents of your website, social media account, and/or email account.

  4. Our Obligations

    We shall provide our services to users or referred parties in accordance with our then-current standard terms and conditions, policies, and procedures. You acknowledge that we reserve the right to refuse to provide our service to a user or referred party at any time and at our sole discretion.

  5. Your Rights as an Affiliate

    We grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, and in accordance with the terms of this Agreement, solely for purposes of facilitating referrals to our Website, to provide on your website, social media account, and/or email account, the Affiliate Referral Links and Content provided for you in the Program by Verdant Trade. We also grant you a nonexclusive, revocable right to use graphics and/or text provided by us for the purpose of identifying you as a Program participant and to assist in generating Verdant Trade referrals. You may not use such image or text in an offline promotion or other offline manner (e.g., in any printed material, mailing or other document). We reserve all of our rights in the Content, graphic images and text, any other images, our trade names and trademarks, logos, and all other intellectual property rights. We may revoke your license at any time with or without written notice and at our sole discretion. You may not issue any press release with respect to this Agreement or your participation in the Program without written permission from Verdant Trade. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

  6. Ownership of Verdant Trade and Website

    We shall own all intellectual property rights (including without limitation all copyrights, patents, trademarks and trade secrets) in connection with and in all versions of Verdant Trade and our Website. We will own all data generated by Verdant Trade and Website users and referred parties, and all of the terms and conditions, rules, policies and operating procedures of Verdant Trade and our Website (including but not limited to policies relating to the use of customer personal identification information and orders) will apply to such users and referred parties of Verdant Trade and our Website. We reserve the right to change such terms and conditions, rules, policies and operating procedures at any time.

  7. Commissions

    Subject to the terms of this Agreement, we will award you a commission of each qualified sale to a referred party that was referred and is tracked to your Affiliate Referral Link if we determine that you have met the following criteria: (i) there must be a bona fide purchase by the referred party which is not reversed (i.e. commissions will not be awarded in the event of credit card fraud, bad debt, credits due for cancellations or returns by referred parties, or if sales are canceled, refunded, fraudulent, subject to order hold, subject to an insurance claim, or returned); (ii) we will pay you a commission only when the referred party uses your Affiliate Referral Link to reach our Website; and (iii) the referred party must not be a current or past member or user of our Website. Commissions will be paid on a monthly basis.

    Your commission percentage will differ based on which program you participate in. If you participate in the Affiliate Program, we will award you a commission of 2% of each qualified sale to a preferred party that was referred and is tracked to your Affiliate Referral Link for a period of 24 months. If you instead decide to participate in the Affiliate Referral Program, we will award you a commission of 1% of each qualified sale by each affiliate you refer and is tracked to your Affiliate Referral Link for a period of 24 months. Please note that you may not participate in both the Affiliate Program and the Affiliate Referral Program.

    You will earn commissions only with respect to activity on the Website occurring directly through your Affiliate Referral Link. We will not be liable to you with respect to any failure by you to use Affiliate Referral Links properly, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

  8. Modifications

    We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. Notification to you of any change may be made by e-mail or posting of a change notice on our Website at our sole option; such notice shall be considered sufficient notice to you of a modification to the terms and conditions of this Agreement. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE WEBSITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

  9. Term and Termination

    This Agreement is effective until terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Written notice can be in the form of mail, email or fax. You are only eligible to earn commissions occurring during the term of the Agreement.

    We may terminate this Agreement effective immediately if you use Verdant Trade’s Content, name, logo, or graphics or include a link to the Website in any form of unsolicited communication such as spam. Upon termination or expiration of this Agreement for any reason, you shall immediately remove any and all Verdant Trade Content, logos, graphics, images, or any other mention of Verdant Trade, from your website, social media account, or email account.

  10. Representations and Warranties

    You represent, warrant, and covenant that: (i) you will participate in accordance with this Agreement; (ii) neither your participation in the Program nor your creation, maintenance, or operation of your website, social media account, or email account will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, industry standards, judgments, decisions, or other requirements of any applicable governmental authority (including all such rules governing communications and marketing); (iii) that you are lawfully able to enter into contracts (e.g. you are not a minor); and (iv) the information you provide in connection with the Program is accurate and complete at all times.

    We do not make any representation, warranty, or covenant regarding the amount of traffic or fees you can expect at any time in connection with the Program and we will not be liable for any actions you undertake based on your expectations.

  11. Indemnification

    WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO YOUR USE OF YOUR AFFILIATE REFERRAL LINK, THE CREATION, MAINTENANCE, OR OPERATION OF YOUR WEBSITE, SOCIAL MEDIA ACCOUNT, AND/OR EMAIL ACCOUNT, OR YOUR VIOLATION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (I) YOUR WEBSITE, SOCIAL MEDIA ACCOUNT, AND/OR EMAIL ACCOUNT, OR ANY MATERIALS THAT APPEAR THEREIN; (II) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR WEBSITE, SOCIAL MEDIA ACCOUNT, AND/OR EMAIL ACCOUNT, OR ANY MATERIALS THAT APPEAR THEREIN; (III) YOUR USE OF ANY CONTENT, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT, ANY OPERATIONAL DOCUMENTATION, OR APPLICABLE LAW; (IV) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY); OR (V) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. 

  12. Disclaimers; Limited Liability

    We make no express or implied warranties or representations with respect to the Program or any service, product or other items sold through the Program, on our Website, or through our services, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, implied warranties arising out of a course of performance, dealing, or trade usage, or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information provided by us. In addition, we make no representation that the operation of our Website or its services will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

    WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, OR OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT, THE PROGRAM, OR OUR SERVICES WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT.

  13. Confidentiality

    Except as otherwise provided in this Agreement or with the consent of Verdant Trade, you agree that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists and pricing and sales information, shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto. 

  14. Governing Law

    This Agreement will be governed by the laws of the State of California, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Los Angeles and you irrevocably consent to the jurisdiction of such courts.

  15. Assignment

    You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on and enforceable against the parties and their respective successors and assigns. This Agreement is the complete Agreement between the parties and supersedes any prior oral or written agreement concerning the subject matter.

  16. Waiver

    Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.