YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE SERVICE TERMS, (B) ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH INCRENEWABLE & SUSTAINABLE CHOICES INC. ("COMPANY"), OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE STATE OR FEDERAL LAW.
You agree that your order is an offer to buy, under these Merchant Terms, all Erthie Services listed in your order. All orders must be accepted by us in a commercially reasonable time or we will not be obligated to sell the Services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with an order number and details of the items or Services you have ordered.
To use certain features of the Website or App and Services specific to you, you must register for a Merchant Account ("Merchant Account") by following the directions specified on the Website or App. You represent and warrant that:
- All required registration information you provide to us related to your Merchant Account is truthful and accurate; and
- You will maintain the accuracy of such information. You may delete your Merchant Account at any time, for any reason, by contacting us at [email protected] We may terminate or suspend your Merchant Account in accordance with these Merchant Terms below. You are responsible for maintaining the confidentiality of your Merchant Account using commercially reasonable measures and safeguards for such login information, and are fully responsible for all activities occurring under your Merchant Account. You agree to immediately notify us of any unauthorized or unrecognized use, or suspected unauthorized use of your Merchant Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
- You may order access to a Merchant Account and other add-on Services by following the directions on the Website or App or as specified by us in writing to you. Once you order the Services, your subscription to the applicable Service will automatically renew until you cancel your Service, subject to California Civil Code §17600, where applicable. Unless otherwise specified you may cancel your Service at any time by contacting us at [email protected]
. We may adjust the pricing for the Services (at our sole discretion) by notifying you at least 90 days' prior at the current email address on file based on your registration information. You are responsible for keeping your merchant such email address on file up to date.
- All prices, discounts, and promotions posted on the Website or App are subject to change without notice. The price charged for a Service will be the price in effect at the time the order is placed and will be displayed in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling, where applicable. All such taxes and charges will be added to your total, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
- We may offer from time to time promotions on the Website or App that may affect pricing and that are governed by terms and conditions separate from these Merchant Terms. If there is a conflict between the terms for a promotion and these Merchant Terms, the promotion terms will govern.
- Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept credit cards for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable local taxes, if any, regardless of the amount quoted on the Website or App at the time of your order.
- If you elect to pay by credit card, you hereby authorize us to bill your credit card. Any amounts not paid when due shall bear interest at the rate of two percent (2%) per month, or the maximum legal rate, if less. If any fee cannot be charged to your credit card for any reason, we may send you, via email or other method, notice of such non-payment and a link for you to update your payment information. If such on-payment is not remedied within seven (7) days after receiving such notice of non-payment, then we may (i) provide any Service you have ordered, including any advertising space, to another paying commercial user, (ii) may permanently revoke existing offers for pricing or discounts, or (c) may terminate the applicable Service(s).
(A). Subject to these Merchant Terms, we hereby grant you a non-transferable, non-exclusive, license to use the Website or App and Services identified in your applicable order form for your personal, noncommercial use.
(B). The rights granted to you in these Merchant Terms are subject to the following restrictions:
- You will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website or App or Services;
- You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Website or App or Services;
- You shall not access the Website or App or Service in order to build a similar or competitive service; and
- Except as expressly stated elsewhere in these Merchant Terms, no part of the Website or App or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Website or App or Services shall be subject to these Merchant Terms. All copyright and other proprietary notices on any Website or App or Services content must be retained on all copies thereof.
(C) We reserve the right at any time to modify, suspend, or discontinue the Website or App or Services or any part thereof with or without notice to you. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website or App or Services or any part thereof.
(D) Excluding your Uploaded Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, trade dress, and trade secrets in the Website or App and Services are owned by us or our licensors. The provision of the Website or App or Services does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. We and our suppliers, retailers, Merchants (as applicable) and commercial partners reserve all rights not granted in these Merchant Terms.
- "Uploaded Content" means any and all information and content that you submit to, or use with the Website or App or Services, including without limitation any coupons, promotional codes, giveaways, samples, and other offers listed by you and approved by us on the Website or App (the "Promotions"). You are solely responsible for the Uploaded Content, and assume all risks associated with your use of the Uploaded Content, including any reliance on its accuracy, completeness, or usefulness by other users of the Website or App and Services, or any disclosure of your Uploaded Content that makes you or any third party personally identifiable. You hereby represent and warrant that your Uploaded Content does not violate the Acceptable Use Policy, in Section VII.
- You may not state or imply that your Uploaded Content is in any way provided, sponsored or endorsed by us. We are not obligated to backup any Uploaded Content and we may delete Uploaded Content at any time. You are solely responsible for creating any backup copies of your Uploaded Content.
- You hereby grant, and represent and warrant that you have the right to grant to us an irrevocable, non-exclusive, royalty-free, perpetual and fully paid worldwide license to reproduce, distribute, publicly display and perform, and otherwise use your Uploaded Content and to grant sublicenses of the foregoing, for the purpose of including your Uploaded Content in the Website or App and Services and developing and distributing new, original content for use in conjunction with the Website or App and Services. You agree to irrevocably waive any claims and assertions of moral rights or attribution with respect to your Uploaded Content. Some of your Uploaded Content may continue to be publicly displayed and distributed on the Website or App or Services following termination or expiration of these Merchant Terms.
A. You agree not to use the Website or App or Services to collect, upload, transmit, display, or distribute any Uploaded Content:
- That violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
- that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way;
- in violation of any law, regulation, or obligations or restrictions imposed by any third party; or
- is otherwise designed, in our sole discretion, to attack or damage the reputation of your competitors or other users on the Website or App.
B. You may not use the Services to post or communicate any information in contravention of any applicable laws or regulations. All the Uploaded Content you post on the site must comply with all applicable laws, whether national, state, or provincial, including, without limitation, those regulating the advertising of products and provision of any Promotions. You must comply with all applicable laws, regulations, and industry standards in conducting your business, and in the event that any person, entity, or government authority accuses you of any illegal conduct, we shall have the right in its sole discretion to immediately suspend or terminate your use of the Services upon notification in accordance these Merchant Terms.
C. Without limiting the generality of the foregoing, you may not use the Services to post or communicate any information (including Uploaded Content) which
- makes any deceptive, false, or misleading assertions or statements about your products or services, or
- promotes over consumption of your products or services.
D. You agree not to post reviews on the Website or App (using your Merchant Account or any other standard Erthie Account) that are
- about your own products, employees, retail location, or brand, or a competitor's products, employees, retail location, or brand or
- your products or competing products. Reviews based on secondhand, non-personal experience, or are otherwise designed for any purpose other than providing other users on the Website or App with an accurate description of your personal experience, are not allowed. In addition to the other restrictions contained in the Acceptable Use Policy, reviews posted on the Website or App must not:
(i) be written exclusively in capital letters, (ii) be plagiarized, (iii) contain spam or advertisements, (iv) contain personally identifying information about any person, (v) contain overly detailed or sexual descriptions of an individual's physical appearance, or lewd personal attacks against a specific individual or group of individuals, (vi) contain references to products other than the product or entity being reviewed, or (vii) contain unrelated personal grievances.
F. The following guidelines apply to Merchants with regard to Merchant activities and actions:
- Any attempt to circumvent the established Erthie sales process or to divert Erthie users to another website or sales process is prohibited. Specifically, any advertisements, marketing messages (special offers) or "calls to action" that lead, prompt, or encourage Erthie users or guests to leave the Erthie Website or App are prohibited. This may include the use of email or the inclusion of hyperlinks, URLs or web addresses within any Merchant-generated confirmation email messages or any product/listing description fields.
- The Merchant name (identifying a Merchant's business entity on Erthie) must be a name that: accurately identifies the seller; is not misleading; and the seller has the right to use (that is, the name cannot include the trademark of, or otherwise infringe on, any trademark or other intellectual property right of any person). Furthermore, a Merchant cannot use a business name that contains an email suffix such as .com, .net, .biz, and so on.
- Unsolicited email and phone communications with Erthie users, email and phone communications other than as necessary for order fulfillment and related customer service, and emails and phone calls related to marketing communications of any kind (including within otherwise permitted communications) are prohibited.
(vi) Operating and maintaining multiple Merchant Accounts is prohibited. If you have a legitimate business need for a second account, you can apply for an exception to this policy.
- If you upload excessive amounts of Uploaded Content or data repeatedly, or otherwise use the service in an excessive or unreasonable way, Company may in its sole discretion restrict or block your access to product listings or analytics or any other functions that are being misused until you stop its misuse.
- Any attempts to manipulate ratings, feedback, or reviews (related to the Sustainability Scorecard or otherwise) is expressly prohibited. In addition, Merchants may not post abusive or inappropriate feedback or include personal information about a transaction partner or another Merchant. You may request feedback from a Buyer, but you may not pay or offer incentives to Buyers for either providing or removing feedback.
- You may not provide compensation (including free or discounted products) for a review. Review solicitations that ask for only positive reviews or that offer compensation are prohibited. You may not ask Buyers to modify or remove reviews.
- Any attempt to manipulate sales rank is prohibited. You may not solicit or knowingly accept fake or fraudulent orders, including placing orders for your own products. You may not provide compensation to Buyers for purchasing your products to Buyers for the purpose of inflating sales rank. In addition, you may not make claims regarding a product's best seller rank in the product detail page information, including the title and description.
- Any attempt to manipulate the Erthie search and browse experience is expressly prohibited.
G. We reserve the right (but have no obligation) to review any Uploaded Content, investigate or take appropriate action against you in our sole discretion if we suspect you have violated the Acceptable Use Policy (including Section (F) above) or any other provision of these Merchant Terms or otherwise create liability for us.
One of our core features offered to Merchants is our business intelligence ("Business Intelligence"). While we try to offer reliable data, we cannot promise that the Business Intelligence, NGO Campaigns, or other content provided through the Services will always be available, accurate, complete, and up-to-date. The Business Intelligence is offered for informational purposes only.
ALL PAYMENTS TO US ARE NON-REFUNDABLE, IN WHOLE OR IN PART, FOR ANY REASON WHATSOEVER, INCLUDING BUT NOT LIMITED TO CANCELLATION OF SERVICES. WE OFFER NO REFUNDS ON ANY SERVICES (AND INTEGRATED PRODUCTS) DESIGNATED ON THIS WEBSITE AS NON-RETURNABLE OR NON-REFUNDABLE.
We do not manufacture or control any of the products offered on our Website or App. The availability of products through our Website or App does not indicate an affiliation with or endorsement of any product, service or manufacturer. Accordingly, we do not provide any warranties with respect to the products offered on our Website or App. However, the products and services offered on our Website may be covered by your manufacturer's warranty, Merchant's warranty, or as you may decide and detail in the product's description on our Website or included with the product.
ALL SERVICES OFFERED ON THIS WEBSITE ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER'S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS, IF ANY, TO YOU.
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE SERVICE TERMS, REGARDLESS OF:
- WHETHER SUCH DAMAGES WERE FORESEEABLE,
- WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
- THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. OUR SOLE AND ENTIRE MAXIMUM LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE SERVICES YOU HAVE ORDERED THROUGH OUR WEBSITE, UP TO $500.
The limitation of liability set forth above shall: (i) only apply to the extent permitted by law and (ii) not apply to (A) liability resulting from our gross negligence or willful misconduct and (B) death or bodily injury resulting from our acts or omissions.
Subject to this Section, these Merchant Terms will remain in full force and effect while you use the Website or App or Services. We may :
- suspend your rights to use the Website or App or Services (including your Merchant Account) or
- terminate your Merchant Account, at any time for any reason at our sole discretion, including for any use of the Website or App or Services in violation of these Merchant Terms by notifying you at the e-mail address or phone number that we currently have on file for you. It is your responsibility to ensure that we have accurate contact information on file for you. Upon termination of this Agreement, your Merchant Account and right to access and use the Website or App and Services will terminate immediately. You understand that any termination of your Merchant Account involves deletion of your Uploaded Content associated therewith from our live databases. We will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Merchant Account or deletion of your Uploaded Content.
We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Merchant Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
This Website and App are operated from the United States. All matters arising out of or relating to these Merchant Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
YOU AND COMPANY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF SERVICES THROUGH THE WEBSITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section XVII. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section XVII. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR COMPANY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
If any provision of this arbitration Section is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
You will not assign any of your rights or delegate any of your obligations under these Merchant Terms without our prior written consent. Any purported assignment or delegation in violation of this Section XVIII is null and void. No assignment or delegation relieves you of any of your obligations under these Merchant Terms.
The failure by us to enforce any right or provision of these Merchant Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Company.
These Merchant Terms do not and are not intended to confer any rights or remedies upon any person other than you.
A. To You. We may provide any notice to you under these Merchant Terms by:
- sending a message to the email address you provide for your Merchant Account or
- by posting to the Website or App. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
B. To Us. To give us notice under these Merchant Terms, you must contact us by email at [email protected]. We may update the email address for notices to us by posting a notice on the Website or App.
If any provision of these Merchant Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Merchant Terms and will not affect the validity or enforceability of the remaining provisions of these Merchant Terms.