Terms of Service
GrownBy Terms of Service
PLEASE REVIEW THE TERMS OF THIS AGREEMENT CAREFULLY. THIS IS AN END USER LICENSE AGREEMENT THAT COVERS YOUR ACCESS TO AND USAGE OF THE GROWNBY PLATFORM. IF YOU DO DECIDE TO VISIT OR USE THE GROWNBY PLATFORM AND/OR PURCHASE ANY GOODS OR SERVICES FROM THIRD PARTY SELLERS THROUGH THE GROWNBY PLATFORM, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SUCH ACTION. 1. Introduction. These terms and conditions (this “Agreement”) govern when you: (a) access the GrownBy platform, mobile app, and/or website, including interact with, and/or view any of the video, blogs, audio, stories, text, photographs , graphics, artwork and/or other content featured on the GrownBy platform, mobile app, and/or website (collectively “GrownBy Platform” or “Site”); (b) use the GrownBy Platform to access goods and/or services marketed for sale directly from third party businesses, including through their own individual website(s) linked through the GrownBy Platform (“Seller(s)”) for purchase; (c) use the GrownBy Platform to purchase goods and/or services directly from Sellers (“Purchase”); and/or (d) provide access to a third party payment portal provider’s (“Payment Processor”) online payment checkout portal and/or website to facilitate a Purchase (“Payment Processing”). The GrownBy Platform is an online market place that allows Sellers to offer and/or sell their goods and/or services to you for Purchase directly. GrownBy is not a party to any Purchase you may make through the GrownBy Platform. The actual contract for sale of a Purchase is directly between you and Sellers, not between you and GrownBy. Further, any Payment Processing for a Purchase, including the terms and conditions governing such Payment Processing, is between you and Payment Processor, not you and GrownBy
GrownBy may modify this Agreement from time to time at our sole discretion. When changes are made, we will notify you by making the revised version available on the GrownBy Platform, and will indicate the date that revisions were last made. You should revisit this Agreement on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of the new terms and conditions.
2. Eligibility. By using the GrownBy Platform, you represent that you are at least eighteen (18) years of age (or the applicable age of majority if greater than eighteen (18) years of age in your jurisdiction), and have the requisite power and authority to enter into the Agreement and perform your obligations hereunder, including payment of all charges and fees for Purchases.
3. Registration. During the registration process, you will create an account and establish a password. Your account is for your personal use only. You must provide complete and accurate information at all times, and maintain the secrecy of account credentials (i.e. username and password). You are responsible for all activities, including payment obligations that occur in connection with your account unless GrownBy and/or the Payment Processor agrees otherwise in their sole and absolute discretion. GrownBy reserves the right to disable your access to the GrownBy Platform for any or no reason, if, in our opinion, you have violated any provisions of this Agreement or the GrownBy Platform is being threatened.
4. Nutritional Information. Any nutritional or health related information we may provide on the GrownBy Platform regarding the Seller’s and/or any Purchase is for convenience purposes only and is not being intended to, nor does it constitute medical, health and/or legal advice in any form. GrownBY does not guarantee the accuracy of any nutritional or health information provided by GrownBy. GrownBy will not be responsible for any loss or damage resulting from your reliance on nutritional or health information, including but not limited to ensuring that whatever you Purchase or consume are in accordance with your respective dietary needs, restrictions or preferences. As such, you should always check the ingredients associated with any Purchase that you receive from Sellers to avoid potential allergic reactions. If you have or suspect that you have an allergic reaction or other adverse health event, promptly contact your health care provider. Please Note: Seller’s value-added food items may contain or may have been manufactured in a facility that also processes: dairy, eggs, fish, shellfish, soy, and tree nuts.
5. Purchases of Goods and/or Services. All Purchases facilitated through the GrownBy Platform are subject to this Agreement as well as subject to Payment Processor’s terms of service and Seller’s agreement for sale with You. If you sign up for an ongoing Purchase such as a community supported agriculture or other recurring Purchase (a “Plan”), all Plans are subscription plans for a specific period designated in your Purchase, and you will be charged the applicable price listed for the Plan that you select. Except as otherwise expressly noted below or agreed to directly by the Seller or Payment Processor, any amounts charged to or paid by you will not be refunded in any form by or through GrownBy.
Applicable sales tax may be charged on your Purchase based on local and state laws in accordance Payment Processor’s terms of service and Seller’s agreement for sale with You.
WHEN YOU REGISTER FOR A PURCHASE (AND EACH TIME YOU CHANGE AND/OR ADD A PURCHASE ) YOU EXPRESSLY AUTHORIZE AND AGREE THAT THIRD PARTY PAYMENT PROCESSOR IS AUTHORIZED TO AUTOMATICALLY CHARGE YOUR REGISTERED PAYMENT METHOD IN ACCORDANCE WITH YOUR PURCHASE ORDER, PAYMENT PROCESSOR’S TERMS OF SERVICE AND SELLER’S AGREEMENT FOR SALE WITH YOU.
6. Cancellation or Modification a Purchase. All terms related to cancellation or modification of a Purchase must be directly discussed and agreed to between you and the Sellers. GrownBy offers no refunds or cancellations through use of the GrownBy Platform. GrownBy will use commercially reasonable efforts to provide accurate contact information to you for any Seller you wish to contact regarding any cancellation or modification of a Purchase but GrownBy is not responsible for facilitation or resolution of any dispute. This clause is an essential part of this Agreement and survives any expiration or termination of this Agreement.
7. Delivery of Goods and/or Services. GrownBy is not a parcel delivery company or supply chain distributor for any of your Purchases. Completing a Purchase does not include pickup and/or delivery of your Purchase, including the costs to do so. All pickup and/or delivery of your Purchase is coordinated and/or provided by the Seller directly to you and you are responsible to coordinate and/or follow all Seller directions in that regard. For clarity, pickup and/or delivery of your Purchase may include you traveling directly to the Seller’s location to receive the Purchase. This clause is an essential part of this Agreement and survives any expiration or termination of this Agreement.
8. Purchase Fulfillment. Although the GrownBy Platform helps to connect Sellers and You, GrownBy takes no responsibility for successfully ensuring your Purchase is completed and/or fulfilled, including but not limited to delivery and/or pickup of your goods or services in a Purchase. This is due to the imprecise nature and availability of any goods and/or services offered for sale by the Sellers. All terms and obligations regarding fulfillment of a Purchase are between you and Seller, including but not limited to availability of goods and/or services Purchased. Seller may change and/or substitute goods or services without notice and reserves the right to substitute a similar good or service. Prior to consumption, please be sure to carefully check all substituted items for any food allergies issues.
9. GrownBy Service Access. You shall be responsible, at all times, for ensuring that you have an applicable mobile device and/or other equipment and service necessary to access the GrownBy Platform and complete a Purchase. Standard messaging, data and wireless access charges may apply. You are fully responsible for all such charges and GrownBy has no liability or responsibility to you, whatsoever, for any such charges billed by your wireless carrier and/or applicable service provider.
10. Applicable Law/Export Restrictions. The GrownBy Platform is subject to, and you agree that you shall at all times comply with, all local, state, national and international laws, statutes, rules, regulations, and ordinances applicable to use of the GrownBy Platform, including those related to online social media or other content.
11. GrownBy Intellectual Property and Ownership. The GrownBy Platform and all associated software, text, displays, images, video and audio, interfaces and the design, selection and arrangement thereof, including any and all intellectual property right inherent therein (collectively, the “GrownBY Materials”), are the sole and exclusive property of, or duly licensed to, GrownBy. You may display specific GrownBy Materials, subject to any expressly stated restrictions or limitations relating to specific material, or download portions of the materials from the different areas of the GrownBy Platform solely for your own non-commercial, internal use (e.g., in the case of electronic coupons, etc.). You may not utilize and/or exploit for your commercial gain in any form, the GrownBy Materials or GrownBy Platform. Any redistribution, retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. You agree not to change or delete any proprietary notices from GrownBy Materials downloaded. This Agreement permit(s) you access to the GrownBy Platform and GrownBy Materials for your personal use only. You must not reproduce, translate, distribute, modify, reverse engineer, create derivative works from, publicly display, publicly perform, republish, delete, download, store or transmit, any of the GrownBy Platform or GrownBy Materials, or allow any other entity or person the ability to do the same. No right, title or interest in or to the GrownBY Platform or GrownBy Materials is transferred to you, and all rights not expressly granted herein are further reserved by GrownBY.
12. Links to Third Party Sites and Content. To facilitate Purchase and Payment Processing, you will be leaving the GrownBy Platform to a third party Payment Processor platform and/or website. Any Purchase will be facilitated by the Payment Processor through their terms and conditions regarding their Payment Processing service, which you are required to agree to in order to complete a Purchase. If the GrownBy Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. GrownBy has no control over the contents of those sites or resources, and accepts 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 through the GrownBy Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such third party websites.
The GrownBy Services may include content provided by third parties, including materials provided by other users, bloggers 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 GrownBY, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of GrownBY. GrownBY is not responsible, or liable to You or any third party, for the content or accuracy of any materials provided by any third parties that are found on the GrownBy Platform.
14. Warranties. THE GROWNBY PLATFORM AND/OR ANY OTHER CONTENT, INFORMATION, PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED STATUTORY OR OTHERWISE, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, ACCESS, DATA LOSS, DATA PRIVACY, AND/OR FITNESS FOR A PARTICULAR PURPOSE).
15. Damages. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER GROWNBY NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, REPRESENTATIVES, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, OR LICENSORS (COLLECTIVELY,"GROWNBY PARTIES") SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, (EVEN IF YOU OR THE THIRD PARTY APPLICABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND GROWNBY.
16. Limitation of Liability. AT NO TIME SHALL THE CUMULATIVE LIABILITY OF GROWNBY PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT IN ANY WAY, UNDER ANY THEORY OF LIABILITY, EXCEED THE LESSER OF EITHER: (1) THE TOTAL AMOUNT OF ALL FEES PAID BY YOU TO SELLERS THROUGH USE THE GROWNBY PLATFORM DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF THE MOST RECENT CLAIM; OR (2) ONE THOUSAND US DOLLARS ($1,000). THE LIMITATION OF LIABILITY SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND GROWNBY.
17. Indemnification. You agree to indemnify, defend, and hold GrownBy, its officers, directors, employees, shareholders, affiliates agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from your breach of the terms of this Agreement.
18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules and the parties exclusively agree to venue in State of New York courts for any such dispute.
19. Dispute Resolution. All disputes regarding Purchase and/or facilitation of Purchase with a Seller is a transaction directly between you and Seller. Further, all disputes you may have with the Payment Processor regarding Payment Processing is a transaction directly between you and Payment Processor according to their terms of service. You are responsible for facilitation and administration of any such disputes independently. GrownBy may in its sole and absolute discretion, but in no way is responsible or obligated to, provide information and/or assist with a dispute between the Seller and you, or the Payment Processor and you. For any dispute directly with GrownBy, you may submit such dispute to GrownBy through mail to the address listed below or through email: email@example.com, and GrownBy agrees to use commercially reasonable efforts to resolve such dispute in good faith. Otherwise, the parties agree to finally resolve all disputes in accordance with Section 18 above.
20. Waiver and Severability. No waiver by GrownBY of any of the terms and conditions set forth in this Agreement 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 GrownBY to assert a right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of this Agreement 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 this Agreement will continue in full force and effect.
22. Notice. GrownBy may deliver notice to you under this Agreement by means of electronic mail, a general notice on the site, or by written communication delivered by first class U.S. mail to your address on record in your GrownBy account. You may give notice to GrownBy at any time via electronic mail or by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address: Farm Generations Cooperative, 1830 Route 9 Germantown, NY 12526 Attn: Legal Department.