YieldOrganic General Terms and Conditions of Use

Effective as of June 14, 2019.

1. 

Introduction 

2. 

Who is YieldOrganic

3. 

Uploaded Materials and Postings

4. 

Service Availability

5. 

Usernames and Passwords

6. 

Your Content

7. 

Commodity Certification, Seals and Representations 

8.

Copyright and Trademark Policy 

9.

Termination

10. 

DISCLAIMER OF WARRANTIES, REPRESENTATIONS AND CONDITIONS

11. 

Governing Law

12.

Additional Legal Points

1. Introduction 

Welcome to YieldOrganic (“YieldOrganic”, “we”, “our”, “us”). Please read through these Terms and Conditions (“Terms and Conditions”, “Agreement”) carefully. These Terms and Conditions apply to any YieldOrganic site (“Site”) and to any YieldOrganic application, service, or tool (collectively “Services”), regardless of how you access or use any service, including through your mobile devices. By creating a membership account or otherwise accessing and using any of  the YieldOrganic Services, you are agreeing to be bound by these Terms and Conditions.  

Please note that Section 11. “Governing Law” contains an arbitration clause. By agreeing to the Terms and Conditions, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations or representative actions.

2. Who is YieldOrganic

YieldOrganic is owned by Communication Design Group, Inc. (“CDG”).  We are a marketplace connecting buyers and sellers of organic foodstuffs. The contract formed for transaction of any and all goods listed on YieldOrganic is exclusively between the seller and  buyer and is not enforceable upon YieldOrganic, CDG, its affiliates, shareholders, employees, users or venders. YieldOrganic is not an auctioneer, broker, dealer or warehouse for any goods or transactions.  YieldOrganic is not an agent for the seller or  buyer of any goods. 

YieldOrganic makes no certification or representation of the fitness or merchantability of any and all goods listed and/or displayed on its websites. Any badging, description or certification of the goods is solely that of the listing entity and should be verified by the buyer of the goods. YieldOrganic may provide pricing, shipping listing, and other guidance as part of our Services. Such guidance is solely informational, and you may decide to follow it or not. Furthermore, while YieldOrganic may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee the existence, quality, safety or legality of items advertised; the truth or accuracy of users’ content or listings; the ability of sellers to sell goods; the ability of buyers to pay for goods; or that a buyer or seller will actually complete a transaction or return goods.

3. Uploaded Materials and Postings

YieldOrganic neither endorses nor assumes any liability for any material uploaded or submitted by users on any part of the Site.  Although we do not pre-screen or monitor comments posted on the Site, we and our agents reserve the right to, but do not have any obligation to, remove any and all postings that we feel do not comply with these Terms and Conditions and any other rules of user conduct from our Site, or are otherwise harmful, objectionable or inaccurate. We are not responsible for any failure or delay in removing such postings.

4. Service Availability

By using YieldOrganic’s Services, you represent that you are 18 years of age and have the legal capacity to contract. Minors under 18 and at least 13 years of age are only permitted to the use of our Services with the involvement and supervision of a parent or guardian. If you are using YieldOrganic on behalf of an entity, you represent that you have the authority to act on behalf of that entity. 

YieldOrganic’s Services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is, to the best of your knowledge, accurate and truthful. It is prohibited to use false information or impersonate another person or company through your account. YieldOrganic  may in its sole discretion, refuse to offer access to or use of the Site to any person or entity and reserves the right to, but does not have any obligation to, remove, modify, update or otherwise manipulate any changes to its eligibility criteria at any time without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if we are concerned that you may have violated the General, Membership, Buyer and/or Seller Terms and Conditions), or for no reason at all and to remove or block any content from the Services.  Furthermore, we reserve the right, in our sole discretion, to restrict, suspend or terminate access to and use of the Services, with or without prior notice. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions. 

 

If the alterations to the eligibility criteria constitute a material change, we may post an updated and revised version through the YieldOrganic Message center and/or via email, but we encourage you to check our web site frequently to see recent changes. What constitutes a (“material change”) will be determined at our sole discretion, in good faith, and using standard industry practices and reasonable judgment. YieldOrganic reserves the right to seek all remedies available at law and in equity for violations of these Terms and Conditions. Upon termination, you must cease all use of YieldOrganic Services.

You agree to comply with all applicable local and state laws regarding online conduct and acceptable content. You are responsible for all applicable local and state taxes payable as a result of your activity on the Site. In addition, you agree to abide by YieldOrganic’s policies as stated in this Agreement and listed below (if applicable to your activities on or use of the Site) as well as all other operating rules, policies, notices and procedures that may be published from time to time on the Site by YieldOrganic, each of which is incorporated herein by reference and each of which may be  removed, modified, updated or otherwise manipulated  by us from time to time without notice to you and for any reason or for no reason at all. 

In addition, some Services offered through the Site may be subject to additional Terms and Conditions published by YieldOrganic from time to time; your use of such Services is subject to those additional Terms and Conditions, which are incorporated into this Agreement by this reference. YieldOrganic reserves the right to, but does not have any obligation to, remove, modify, update or otherwise manipulate any changes to its additional terms at any time without notice to you and for any reason or for no reason at all.  

5. Usernames and Passwords

You may be required to create an account to have access to all aspects of our Services. If you register with us using a username(s) and/or password(s) (collectively, “Password”), you are fully responsible for keeping your Password secure and you are fully responsible for all activity, liability and damage resulting from your failure to maintain Password confidentiality. You also agree that YieldOrganic cannot and will not be liable for any loss or damage arising from your failure to keep your Password secure, either with or without your knowledge. You may be held liable for any losses incurred by YieldOrganic, CDG, its affiliates, shareholders, employees, venders or users due to someone else’s use of your Password. You agree not to provide your username(s) and/or password(s) information to any other party other than YieldOrganic without our express written permission. You agree to immediately notify YieldOrganic of any unauthorized use of your Password or any breach of security. We reserve the absolute right not to issue an account username(s) and/or password(s) to any person or entity.

If you’re sharing an account with other people, then the person whose financial information is on the account, if any, will ultimately be responsible for all activity. 

If you decide to not have your full name serve as the name associated with your account, you may not use language that is offensive, vulgar, infringes someone’s intellectual property rights or otherwise violates this Agreement . 

6. Your Content

You are solely responsible for your conduct and activities on and regarding to YieldOrganic and any and all content, data, material, text, information, usernames, graphics, images, moving images, photographs, profiles, audio, video, illustrations, items, and links ( collectively, “Content”) that you submit, post and display on YieldOrganic’s Services (Please see YieldOrganic’s “Copyright and Trademark Policy” Section below). Violation of any of the restricted activities found below may result in the termination of your account. While we prohibit such conduct and content on our Services, you understand and agree that we cannot be responsible for content posted, submitted or otherwise made available on our Services or the conduct of other users. You further agree that nonetheless you may be exposed to such materials and that you use our Services at your own risk.

Restricted Activities: Your Content and your use of YieldOrganic:

  • Must not be false, inaccurate or misleading
  • Must not be fraudulent or involve the sale of illegal, counterfeit, uncertified or stolen items
  • Must not infringe upon any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy ( Please see YieldOrganic’s Copyright and Trademark Policy found below)
  • Must not engage in the use, copying or distribution of any of the Content other than expressly permitted herein, including any use, copying or distribution of Content of third parties obtained through our Services for any commercial purposes
  • Must not breach this Agreement, any site policy or community guidelines, or any applicable law or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)
  • Must not contain items that have been identified as hazardous to consumers
  • Must not be defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including YieldOrganic’s staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, credentials, origin of any information you provide or creation of false account(s) or any other method or device
  • Must not be obscene
  • Must not contain or transmit any code of a destructive nature that may alter, modify, damage, interfere with, intercept or expropriate any and all parts of the Services, system, data, personal information or related technologies
  • Must not alter, modify, damage, interfere with, intercept, expropriate, adapt or hack YieldOrganic or modify another website so as to falsely imply that it is associated with YieldOrganic
  • Must not obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through our Services.
  • Must not circumvent, reverse engineer, decipher, decompile, disassemble, decrypt or otherwise alter or interfere with (or attempt, encourage, or support anyone else’s attempt to engage in such activities) any of the software comprising or in any way making up a part of our Services. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited
  • Must not remove any copyright, patent, trademark, trade secret or other propriety or intellectual property rights from material found on our Services Must not link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement or other policy documents as posted on YieldOrganic. 
  • Must not use our Services for any illegal or unauthorized purpose
  • Must not violate any laws in your jurisdiction (including but not limited to copyright laws) arising from your use of our Services
  • Must not take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure
  • Must not engage in any other conduct that restricts or inhibits any person from using or enjoying our Services, or that, in our sole discretion, exposes us or any of our affiliates, shareholders, employees, vendors, users or any other third party to any liability, damages or detriment of any type
  • Furthermore, you must not list any goods on YieldOrganic (or conclude any transaction that was initiated using YieldOrganic service) that, by paying to YieldOrganic a commission fee, could cause YieldOrganic to violate any applicable law, statute, ordinance or regulation, or that violates the Terms of Use

Permission to Use Your Content: By posting Content through our Services, you grant YieldOrganic a license to use it. We don’t claim any ownership to your Content, but we have permission to use it to help YieldOrganic grow and develop.

Rights You Grant YieldOrganic:  By posting Your Content through our Services, you grant YieldOrganic a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store and prepare derivative works of your Content. This allows us to provide the Services and to promote YieldOrganic, your listings or the Services in general, in any formats and through any channels, including across any YieldOrganic Services, our partners, or third-party website or advertising medium. You agree not to assert any moral rights or rights of publicity against us for using your Content. You also recognize our legitimate interest in using it, in accordance with the scope of this license, to the extent your Content contains any personal information.

7. Commodity Certification, Seals and Representations

You agree that you will not violate any laws in connection with your use of our Services when posting commodity listings. This includes any applicable local, state and federal laws that may apply. By listing your goods, you consent that you are the owner of such goods or authorized to sell such goods. Furthermore, it is fully your responsibility to obtain any certifications, seals and/or representations regarding the quality of the goods, such as, but not limited to, Non-Genetically Modified Organism (GMO), organic, pesticide or herbicide free or aflatoxin free. You may not sell anything that violates any and all legal requirements. 

8. Copyright and Trademark Policy 

Subject to your compliance with these Terms and Conditions  and your payment of any applicable fees, YieldOrganic or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use YieldOrganic. This license does not include any resale or commercial use of any YieldOrganic Services, or its contents; any collection and use of any product listings, descriptions or prices; any derivative use of any YieldOrganic or its contents; any downloading, copying or other use of account information for the benefit of any third party; or any use of data mining, robots or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms and Conditions of Use or any Service Terms are reserved and retained by YieldOrganic or its licensors, suppliers, publishers, rightsholders or other content providers. No part of YieldOrganic, may be reproduced, distributed, duplicated, transmitted, broadcasted, displayed, licensed, copied, sold, resold, visited or otherwise exploited for any other purpose without prior written consent of YieldOrganic. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout design or form) of YieldOrganic without prior written consent. You may not use any meta tags or any other “hidden text” utilizing YieldOrganic’s name or trademarks without the prior written consent of YieldOrganic. You may not misuse the YieldOrganic name, it’s likeness or images without prior written consent of YieldOrganic. You may use YieldOrganic only as permitted by applicable law. The licenses granted by YieldOrganic terminate if you do not comply with these conditions of use or any service terms.

9. Termination 

Termination by You: You may terminate your account with YieldOrganic at any time from your account settings. Terminating your account will not affect the availability of some of your Content that you posted through our Services prior to termination.  

Termination by YieldOrganic: We may terminate or suspend your account to the Services at any time, for any reason, and without  prior notice. If we do so, you do not have a contractual or legal right to continue to use our Services. Furthermore, YieldOrganic may refuse service to anyone, at any time, for any reason. 

10. DISCLAIMER OF WARRANTIES, REPRESENTATIONS AND CONDITIONS

Warranties: THE YIELDORGANIC WEB SITE, INCLUDING BUT NOT LIMITED TO THE USE OF THE MATERIALS, THE SOFTWARE, THE CONTENT AND/OR THE DOCUMENTATION CONTAINS FACTS, VIEWS, OPINIONS, STATEMENTS AND RECOMMENDATIONS OF THIRD-PARTY INDIVIDUALS AND ORGANIZATIONS. YIELDORGANIC DOES NOT REPRESENT OR ENDORSE THE ACCURACY, CURRENTNESS OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED THROUGH THE YIELDORGANIC WEB SITE, INCLUDING BUT NOT LIMITED TO, THE MATERIALS, THE SOFTWARE, THE CONTENT AND/OR THE DOCUMENTATION. USER ACKNOWLEDGES THAT ANY RELIANCE UPON ANY SUCH OPINION, ADVICE, STATEMENT OR INFORMATION SHALL BE AT USER’S SOLE RISK. YIELDORGANIC AND CDG DOES NOT MAKE ANY WARRANTY REGARDING THE YIELDORGANIC WEB SITE, INCLUDING, BUT NOT LIMITED TO, THE MATERIALS, THE SOFTWARE, THE CONTENT AND/OR THE DOCUMENTATION, OR ANY SERVICES OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE YIELDORGANIC WEB SITE. THE MATERIALS, SOFTWARE, THE CONTENT AND/OR THE DOCUMENTATION ARE LICENSED TO USER “AS-IS”, WITHOUT ANY WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, AND BOTH YIELDORGANIC AND CDG, EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION: (A) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY OR COMPLETENESS OF THE MATERIALS, SOFTWARE, CONTENT, DOCUMENTATION, INFORMATION, PRODUCTS OR SERVICES WHICH ARE PART OF THE YIELDORGANIC WEB SITE; AND (B) WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OR AGAINST INFRINGEMENT. IN NO EVENT WILL YIELDORGANIC, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS OR CONTRACTORS BE LIABLE TO USER FOR ANY DAMAGES OR LOSSES, INCLUDING WITHOUT LIMITATION INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES RESULTING FROM OR CAUSED BY THE YIELDORGANIC WEB SITE, THE MATERIALS, THE SOFTWARE, THE CONTENT, THE DOCUMENTATION, ITS PUBLIC POSTING BULLETIN BOARDS OR ANY ERRORS OR OMISSIONS IN THE MATERIALS, THE SOFTWARE, THE CONTENT AND/OR THE DOCUMENTATION, EVEN IF YIELDORGANIC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

Liability Limits: ANY LIABILITY OF YIELDORGANIC, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS OR CONTRACTORS, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DAMAGES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, CLAIMS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION, DATA LOSS OR CORRUPTION, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF OR RELATING TO THE USE OF OR THE INABILITY TO USE THE MATERIALS, THE SOFTWARE, THE CONTENT OR THE DOCUMENTATION, SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID TO YIELDORGANIC BY OR ON BEHALF OF USER IN CONNECTION WITH THE YIELDORGANIC WEB SITE IN THE TWELVE MONTHS PRIOR TO THE CLAIMED INJURY OR DAMAGE. SOME STATES DO NOT ALLOW FOR SOME OT THE LIMITATIONS OR EXCLUSIONS AS SET FORTH HEREIN. USER MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. 

YOU AGREE TO INDEMNIFY AND HOLD YIELDORGANIC, CDG AND (AS APPLICABLE) YIELDORANIC’S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE LEGAL FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR BREACH OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

Commodities You Purchase: You understand that YieldOrganic does not manufacture, store, or inspect any of the items sold through our Services. We provide the venue; the items in our marketplaces are produced, listed, and sold directly by independent sellers, so YieldOrganic cannot and does not make any warranties about their quality, safety or even their legality. Any legal claim related to a commodity you purchase must be brought directly against the seller of the item. You release YieldOrganic from any claims related to claims, demands and/or damages arising out of disputes with other users or parties. 

11. Governing Law

This Agreement shall be governed by, and must be construed in accordance with, the laws of the State of Texas without regard to its conflicts of law provisions.  Copyright issues are an exception, as copyright is governed by the laws of the United States. By using the Services, you waive any claims that may arise under the laws of other states, countries, territories or jurisdictions. 

Arbitration: With respect to any and all disputes arising out of or in connection with the Services or these Terms and Conditions  (including without limitation the Privacy and Cookie Notice), the parties agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution. If we do not resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. Any court with jurisdiction over the parties may enforce the arbitrator’s award.

Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither party will seek to have any dispute heard as a class action, class arbitrations or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

Forum: It is expressly agreed between User and YieldOrganic that any controversy or claim arising out of or relating to the Agreement (expressly excepting therefrom any claim by YieldOrganic for payment due from User hereunder) that cannot be settled through informal negotiation, shall be settled exclusively through confidential binding arbitration in accordance with the substantive laws of the State of Texas (excluding choice of law) and the Commercial Arbitration Rules of the American Arbitration Association in the state of Texas. The arbitrator’s award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that we may seek any interim or preliminary relief from a court of competent jurisdiction in the State of Texas, necessary to protect our rights or property pending the completion of arbitration.

To the extent permitted by law, any claim or dispute under these Terms and Conditions must be filed within one year in an arbitration proceeding. The one-year period begins when the claim or notice of dispute first could be filed. If a claim or dispute is not filed within one year, it is permanently barred. [Note, Sasha, is one year correct or is that too much time?]

Notices: All notices to YieldOrganic must be made in writing and shall be made by email.  Notices to us must be sent to admin@yieldorganic.com. You agree to allow us to submit notices to you either through the YieldOrganic message center, email address provided or to the address we have on record. Any notices or communication under these Terms and Conditions will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by U.S. mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed email. 

12. Additional Legal Points

If any provision to this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder.

If any part of these Terms and Conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. 

If we make any changes to the “Governing Law” section after the date you last accepted the Terms and Conditions, those changes will not apply to any claims filed in a legal proceeding against YieldOrganic prior to the date the changes became effective. YieldOrganic may notify you of substantive changes to the “Governing Law” section at least 30 days prior to the date the change will become effective.  If you do not agree to the modified terms, you may send YieldOrganic a written notification (including email) or close your account within those 30 days. By rejecting a modified term or permanently closing your account, you agree to arbitrate any disputes between you and YieldOrganic in accordance with the provisions of this “Disputes with YieldOrganic” section as of the date you last accepted the Terms and Conditions, including any changes made prior to your rejection. If you reopen your closed account or create a new account, you agree to be bound by the current version of the Terms and Conditions.

Each party acknowledges that it has read this Agreement, understands it and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the Agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written between the parties relating to this Agreement. This Agreement may not be modified or altered except by written instrument executed by a corporate officer of CDG.