TERMS OF SERVICE
Effective Date: July 29, 2019
Thank you for shopping at tradecoffeeco.com. We invite you to explore our product offerings and related materials presented on our web sites (which we collectively call the “Service”), but please note that your invitation is subject to your agreement with these Terms of Service, so please review these carefully.
AGREEMENT TO TERMS
MODIFICATION OF THESE TERMS
We may change, add or delete portions of these Terms at any time, in our sole discretion, as new features, technology, or legal requirements arise, so please check back from time to time. You may always determine if the Terms have changed by checking the Effective Date at the top of these Terms, and it is your responsibility to do so before using the Service. We will use reasonable efforts to notify you of any material changes by posting notice of the changes on the Service website, and/or, in our sole discretion, by email or other means. If we update these Terms, you are free to decide whether to accept the updated terms or to stop using the Service; your continued use of the Service after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new Terms. See Termination of Account for instructions on how to terminate your account. Except for changes made by us as described here, no other amendment or modification of these Terms shall be effective unless set forth in a written agreement expressly amending these Terms and bearing a written signature by you and us. For clarity, email or other communications will not constitute an effective written agreement for this purpose.
USE OF THE SERVICE
You may use the Service only in accordance with and subject to these Terms if you are at least 18 years old. In order to order any product from us, you must provide certain information to complete a purchase and/or establish an account. It is your obligation to ensure that all of the information, data and other materials you provide us in connection with the Service is true, accurate, current and complete. You are responsible for maintaining the confidentiality of your account and password. You are responsible for all activities that occur under your account or password, whether or not you know about or authorize them. You agree to immediately notify us in the event of any unauthorized use of your account or other breach of security. Use of the Service is void where prohibited by law.
ADDITIONAL TERMS RELATING TO THE SERVICE
The following terms and conditions apply to certain features of the Trade Service:
Trade 15 Shipping Program
Most Trade products ship for a rate of $2 for standard shipping within the United States. With Trade 15, once you place an order and pay the shipping costs, standard shipping is free on every additional order you place for the next 15 days. You can find how many days of free shipping you have left on your personalized homepage and during the checkout process.
Additional special shipping charges may apply to orders on a case by case basis. Any special shipping charges will be noted during checkout.
Trade 15 does not cover return shipping for refunds. Trade 15 terms, eligibility, and timing are subject to change without notice.
Trade uses reasonable efforts to display the products listed for sale via the Service as accurately as possible. However, Trade does not warrant that product descriptions or other content are accurate, complete, reliable, current or error-free, as we rely upon our vendor partners to provide information regarding their products. If a product offered by Trade is not as described, please contact us at your earliest opportunity at SUPPORT@TRADECOFFEECO.COM and we will endeavor to find an acceptable solution. However, your sole remedy if we cannot find a solution is to return the product in accordance with our Commercial Terms.
All offered products on the Trade website are subject to availability. Trade reserves the right to change the items offered via the Service at any time and without notice. The Service may contain information about the availability of products at the time of ordering, but the quantity of inventory actually available can change significantly and without notice. If a product is not available for shipping promptly after you place your order, you will be notified, and you may choose to order a different item that is then-currently available, to wait until the product is available (if it will be available again in a timely manner) or to cancel your order. Trade is not liable if products are not in stock or otherwise not available.
Third Party Product Warranties
Certain products offered by the Service may include a warranty from the manufacturer of such product, in which event you may be entitled to receive protection against any defect or other covered issue with such product, from such manufacturer. You may contact us at SUPPORT@TRADECOFFEECO.COM for information regarding the third-party manufacturer, and Trade will use reasonable efforts to assist you; however, Trade has no liability with respect to any product warranty provided by a third party, and you must seek any recovery or other benefit covered by such a third party warranty directly from such third party.
Gift Cards and Promotions
Trade may from time to time offer certain Gift Cards or promotional events or opportunities which are subject to our Commercial Terms and may also be subject to specific rules or terms relating to the particular Gift Card or promotion.
You may elect to receive certain messages from Trade at your mobile phone number, including messages to: (1) provide you with information you requested from Trade; (2) inform you of Trade products, services, marketing or promotional offers that may be of interest to you; (3) to respond to your inquiries regarding your account or purchases from Trade; and/or (4) provide you with the ability to reorder, receive new product recommendations, and status updates regarding your orders. If you provide us with your mobile phone number, you must have a text messaging-enabled mobile device with a text messaging plan in order to receive text messages from us. This service is without charge from Trade but charges from your carrier for text, data or other usage may apply and you are responsible for all such charges. If you enroll to receive texts from us, you acknowledge and agree to be bound by the following terms:
You represent and warrant to us that you are authorized: (i) you are the owner of the mobile phone number you designate in Trade’s system to receive communications from Trade via Short Message Service or text (" Texts"), and (ii) you are solely responsible for any mobile message or data charges that may be incurred by communicating with us via Texts. You may register to receive Texts by entering and submitting your phone number in the provided submission form available on our website. By entering your phone number and/or by confirming your desire to receive Texts from us, you consent to these terms and to receive text message communications from Trade as described herein. A text message will be delivered to the mobile number you provided confirming your enrollment once you have submitted your phone number. You are responsible for managing the types of texts (whether SMS or MMS) you receive.
By subscribing to receive Texts, you expressly consent and agree to accept and receive information regarding products you order. With your consent, we may also use automated or non-automated technology to send you additional promotional communications via text message to the cellular/mobile telephone number that you provide to us. You understand that you are not required to receive promotional text messages as a condition of purchasing goods or services from Trade. The information in any message may be subject to certain time lags and/or delays.
We may send you an initial message confirming that we have received your opt-in. After that, the number of Texts you receive will vary depending upon how you use our Service and whether you take steps to generate additional Texts from us (such as by sending a HELP request).
By agreeing to receive Texts, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by emailing us at SUPPORT@TRADECOFFEECO.COM with "Revoke Electronic Consent" in the subject line.
To view and retain a copy of this disclosure or any information regarding your election to receive Texts, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, email us at SUPPORT@TRADECOFFEECO.COM with contact information and the address for delivery.
In order to cease receiving Texts, you may unsubscribe by replying STOP, QUIT, CANCEL, UNSUBSCRIBE, and/or END to any text message you receive or contacting Trade Customer Service by email at SUPPORT@TRADECOFFEECO.COM. You consent that following such a request to unsubscribe, you may receive one (1) final message from Trade confirming that you have been inactivated in our system. Please allow up to three (3) business days to process your request. Following such confirmation message, no additional text messages will be sent to you unless you re-activate your subscription to receive messages.
By subscribing to receive Texts, you approve any message, voice and data charges from your mobile carrier. Check your carrier’s plan for details. You acknowledge and agree that you are solely responsible and liable for obtaining, maintaining, and paying all charges related to your mobile device(s).
Trade is not responsible for incomplete, lost, late, or misdirected messages, including (but not limited to) undelivered messages resulting from any form of filtering by your mobile carrier or service provider or otherwise.
You acknowledge and agree that the Texts may be provided in some cases through automatic telephone dialing technology, an artificial voice or a pre-recorded voice. By subscribing to receive Texts, you expressly consent to receive the Texts through automatic dialing technology, artificial and pre-recorded voice to the telephone or cell phone number you have provided to us.
Trade reserves the right, in its sole discretion, to cancel or suspend any or all of the Texts, in whole or in part, for any reason, with or without notice to you.
Some of the Paid Services, such as Auto-Reorder, The Classics, or The Hookup, (The “Subscription”) may consist of an initial period for which there is a one-time charge, followed by recurring period charges as agreed by you.
Automatic Renewal Terms
By ordering a Subscription, you agree to pay the applicable price and any other recurring charges upon each auto-renewal date, until you terminate your Subscription in accordance with the Services.
Subscriptions may not be cancelled or modified after an upcoming shipment has been processed, in accordance with individual Supplier roasting and shipping schedules, up to 10 days prior to customer delivery date.
Subscription cancellations and modifications will be applied to the next date for which a customer’s order has not already been processed.
IF YOU WISH TO CANCEL OR MODIFY AUTOMATIC RENEWAL, OR OTHERWISE MODIFY YOUR SUBSCRIPTION, YOU CAN DO SO BY EMAILING US AT SUPPORT@TRADECOFFEECO.COM, CALLING US AT 1 (888) 252 - 8691 DURING NORMAL BUSINESS HOURS. SOME SUBSCRIPTION MODIFICATIONS, NOT INCLUDING CANCELLATION, MAY BE AVAILABLE THROUGH YOUR ACCOUNT.
Based on the Paid Services you select, you may receive recurring shipments of a single type of coffee (Auto-Reorder) or you may receive a rotating selection coffees from among the current and future range of Trade’s coffee catalog (The Hookup or The Classics). You will be asked to specify one or more Subscriptions when placing your order and may reference your order receipt or personalized homepage for a list of currently active Subscriptions.
From time to time, coffees may become temporarily or permanently removed from the Trade catalog based on seasonality or other factors. In the event a coffee you have selected as part of a Subscription becomes unavailable, Trade may at its sole and exclusive option elect to send you a substitute coffee, the price of which will not exceed the price of the originally specified bag by more than $5. In all instances, the customer will be charged the price of the coffee as listed on Trade’s website at the time the coffee is shipped.
Trade will use reasonable efforts to place your Subscription orders with Suppliers at the interval you specify when placing your order Based on Supplier roasting schedules, shipping carrier selections and delays, and other factors beyond Trade’s control, actual delivery intervals for Subscription orders may vary by several days.
Pricing and Billing
Please note that if your Subscription includes a discounted price for a promotional period, once the promotional period expires, your Subscription will renew at the full price.
As such, if you purchase a Subscription, until such time as you terminate your Subscription in accordance with the directions on this Application, you hereby authorize, agree and assent to Trade automatically billing your credit card submitted as part of the order process for such amounts that are due. Your non-termination of a Subscription reaffirms that we are authorized to charge your Payment Method for that Subscription. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to sign up for the Subscription. As part of this recurring Subscription, you will be charged the price listed on Trade’s website, for each coffee in your order, at the time each coffee is shipped.
For Subscription services where Trade selects a rotating selection of coffees (such as The Hookup), coffees will range from $12 to $22, excluding taxes and any applicable shipping charges.
Seed Leaf LLC ("Trade" or “We”) offers referrers (“referrers” or “You”) the opportunity to participate in its refer-a-friend program (the “Program”). We reserve the right to amend or terminate the Program at any time, for any reason. The Program is administered by Trade.
Referrers are bound by these Terms and Conditions by participating in the Program. By participating in the Program, Referrers agree to use the Program in the manner specified in these Terms and Conditions. If you do not agree to these Terms and Conditions in their entirety, you are not authorized to register as a Referrer or to participate in the Program in any other manner. Referrers may not participate in the Program where doing so would be prohibited by any applicable law or regulations. We reserve the right to modify or amend at any time these Terms and Conditions and/or the methods through which rewards are earned. We reserve the right to disqualify any Referrers from participation in the Program at any time at our sole discretion, including without limitation if he/she does not comply with any of these Terms and Conditions or otherwise fails to comply with any applicable laws (including, without limitation, through any failure to include any disclosures as required by the FTC or otherwise required by Trade).
Children. No part of the program is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, YOU MAY NOT USE, ACCESS OR PARTICIPATE IN THE PROGRAM AT ANY TIME OR IN ANY MANNER.
I. How the Program Works
A. Program Participation, Generally
B. Eligible Referrer
To be "Eligible," a Referrer must:
C. Making a Referral
D. Making a Referral
A “Qualified Referral” means that all the following conditions are met:
E. Earning Rewards
F. Verified Qualified Referrals
G. Transfer and Value of Credit and Rewards
H. Redeeming Rewards and Credits
Referrers may participate in the Program made available by Trade in order to refer their Friends to Trade as potential Trade customers. To do this, Referrers must necessarily submit personal information about themselves and their Friends, such as name and e-mail address information, so that Trade can send communications to the Friends on the Referrers’ behalf. The personal information will be collected, processed and used in accordance with Trade's Privacy Statement, which can be found at https://www.drinktrade.com/privacy. Referrers understand that, in addition to the initial communications to Friends, Trade may also use the personal information to send to Friends additional follow-up communications on behalf of the Referrers in order to encourage or remind the Friends to complete a purchase. The personal information may also be used by Trade to contact Referrers with regards to their participation in the Program and to send to Referrers additional communications from Trade.
III. Content Ownership and Use.
A. Trade’s online platform and the Program contain content that includes: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other content (collectively, "Content"). As between Referrer and Trade, all Content is the property of the Trade or its licensors and is protected under copyright, trademark, and other laws. The compilation (meaning the collection, arrangement, and assembly) of all Content on Trade’s online platform or the Program is the exclusive property of Trade and is protected by copyright, trademark, and other laws.
B. License to You
D. User-Submitted Content
A. By participating in the Program, Referrers agree to:
B. Trade shall not be liable for:
C. Trade disclaims any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with the Program, and reserves the right, in its sole discretion, to cancel, modify or suspend the Program should a virus, bug, computer problem, unauthorized intervention or other cause beyond Trade’s control corrupt the administration, security or proper operation of the Program.
D. Trade shall not be liable to any Referrer for failure to supply any Reward or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasigovernmental entity (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, tornado, tsunami, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, civil disturbance, insurrection, riot, or any other similar or dissimilar cause beyond any of the released parties' control.
E. Trade reserves the right to cancel or suspend the Program should Trade determine, in its sole discretion, that the administration, security or fairness of the Program has been compromised in any way.
F. Disclaimer of Warranties
G. Limitation of Liability and Indemnification
A. Participation in the Program constitutes permission to Trade to use any Referrer's first and last name, company name, Trade profile information, statements, biographical information, city and state address, social media activity and/or public online content for any and all promotional or advertising purposes, on a worldwide basis and in all forms of media without review, permission or further compensation of any amount or kind whatsoever, where and to the greatest extent permitted by applicable law.
A. If a solution cannot be found to restore the integrity of the Program after the occurrence of Prohibited Conduct (as defined below), Trade reserves the right to cancel, change, or suspend the Program.
B. Prohibited Conduct, Generally
Referrers agree not to use the Program to:
C. Bulk Distribution ("Spam")
D. Fraudulent and Suspicious Behavior
VII. Suggestions and Submissions.
A. Trade appreciates hearing from users and welcomes your comments regarding the Program. Please be advised, however, that Trade does not accept or consider creative ideas, suggestions, inventions, or materials ("Creative Ideas") other than those which we have specifically requested. While Trade values your feedback on the program, please be specific in your comments and do not submit Creative Ideas. If, despite this request, you send Trade Creative Ideas, Trade:
VIII. Applicable Law; Arbitration; Class Waiver; and Waiver of Jury Trial.
A. Any and all disputes, claims and causes of action arising out of or related to the Program or any Reward or other prize awarded pursuant to the Program or to this agreement shall be resolved under Massachusetts law (without reference to its conflicts of laws principles).
B. Referrers and Trade agree to submit to the personal and exclusive arbitration of any disputes relating to the use of Trade’s online platform or the Program under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted within Suffolk in the state of Massachusetts. Referrers covenant not to sue or otherwise bring a claim against Trade in any other forum.
C. Referrers also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to Referrers' use of the Program or this agreement:
IX. General Terms.
A. These terms constitute the entire agreement between Referrers and Trade concerning Referrers' use of the Program. The failure of Trade to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision. If any provision of these terms is found by a court of competent jurisdiction to be invalid, Trade and Referrers nevertheless agree that the court should endeavor to give effect to the intentions reflected in the provision, and that the other provisions of these terms shall remain in full force and effect. The section titles in these terms are for convenience only and have no legal or contractual effect. A person who is not a party to these terms shall have no right to enforce or receive the benefit of any of these terms.
OWNERSHIP OF THE SERVICE
The Service and all content available or presented through the Service (including all intellectual property of any nature, whether registered or unregistered, including all text, design, graphics, logos, icons, images, audio clips, downloads, interfaces, code and software, as well as the selection and arrangement thereof) are the exclusive property of and owned by Trade and its respective vendors, licensors or content providers, and is protected by copyright, trademark and other applicable U.S. and foreign laws. You may not reproduce by any means or process (except as expressly provided herein), in whole or in part, distribute, publish, transmit, create derivative works based on, modify or sell any material contained within the Service. The “Trade” trademark and all other Trade related marks and logos, and third party trademarks and logos, whether registered or not registered, displayed via the Service, as well as the domain name "tradecoffeeco.com," are and will remain the exclusive property of Trade or such third party, as applicable. Any reproduction, distribution, transmission, modification or use of any such trademarks or logos by you for any purpose is prohibited. You may not remove any copyright, trademark or other proprietary notice contained in the Service or any content contained therein.
Subject to these Terms, we hereby grant you a limited, revocable, non-transferable and non-exclusive license to access and use the Service by displaying the content provided therein via your internet browser or device only for the purpose of shopping for personal items sold via the Service and not for any commercial use or use on behalf of any third party, except as explicitly permitted by us in writing in advance. Any breach of these Terms shall immediately revoke the license granted in this paragraph without notice to you.
You may not use the Service for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights of Trade or others. Notwithstanding any other rights or restrictions in these Terms, you may not use the Service to: (i) transmit via or through the Service any information, data, text, images, files, links or software except in connection with your authorized use of the Service or otherwise in response to specific requests for information by us; (ii) introduce to our Site or any connected system or equipment any computer or website virus, worm, Trojan horse and/or harmful code; (iii) obtain unauthorized access to any computer system; (iv) impersonate any other person, including but not limited to, a registered user of the Service or an employee of Trade; (v) invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity; (vi) misrepresent the identity of a user or use a false email address or mobile phone number; (vii) tamper with or obtain access to our websites or connected system, or any component of any of them; (viii) conduct fraudulent activities; (ix) collect or harvest information regarding another user of the Service for any reason whatsoever, including, without limitation, for sending such user unsolicited commercial email; (x) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Trade or any of Trade’s providers or any other third party (including another user) to protect the Service or Customer Information; (xi) attempt to access or search the Service or Customer Information or download Customer Information from the Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like); (xii) send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; or (xiii) attempt to probe, scan or test the vulnerability of any Trade system or network or breach any security or authentication measures.
You are solely responsible for all your Customer Information. You represent and warrant that you own all your Customer Information, or you have all rights that are necessary to grant us the Operations License under these Terms. You also represent and warrant that neither your Customer Information, nor your use and provision of your Customer Information through the Service, nor any use of your Customer Information by Trade on or through the Service will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Grant of Operations License
In order for us to legally process Customer Information in the manner necessary to provide the Service, you must grant Trade certain rights with respect to Customer Information so that technical actions we take in operating the Service are not considered legal violations. For example, we need to be able to collect, process, transmit, store, copy and publish Customer Information in order to process your orders and enable our Service Providers to fulfill your orders, and to store, process and publish Customer Information you may provide us as part of product reviews and the like. Accordingly, you hereby grant Trade a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your Customer Information in connection with operating and providing the Service to you, only for the purpose of providing the Service, and for no other purpose (the “Operations License”). You agree that the Operations License granted to us may be extended by us to our Service Providers to the degree necessary in order for the Service to be provided to you.
Protecting Customer Information
TERMINATION OF ACCOUNT
You may elect to terminate your account with the Service at any time by contacting SUPPORT@TRADECOFFEECO.COM. If we believe that you have violated these Terms, we reserve the right to terminate your account with or without prior notice.
CLAIMS OF COPYRIGHT INFRINGEMENT
Trade respects the intellectual property of others, and we ask our users to do the same. Trade may, at its discretion, disable and/or terminate the accounts of users of the Service who may be infringing the intellectual property of a third party. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Trade with the following information (to be effective, the notification must be in writing and provided to our Copyright Agent at the address below):
a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
b. a description of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
c. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and a description of where the material that you claim is infringing is located on the Service;
d. your address, telephone number, and, if available, email address;
e. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
f. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf
Trade’s agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail: Copyright Agent c/o LAUNCH 401 Park Drive, 9th Floor Boston, MA 02215 USA
By email: SUPPORT@TRADECOFFEECO.COM
Trade may update this contact information from time to time without notice to you. We will post the current contact information on this Site.
UNAVAILABILITY OF SERVICES; TERMINATION; FRAUD
We may alter, suspend or discontinue the Service in whole or in part, at any time and for any reason, without notice. In addition, the Service may be temporarily unavailable from time to time for maintenance or other reasons. We may, in our sole discretion, terminate or suspend your use or access to all or part of the Service or your account, for any reason, including without limitation, breach of these Terms. If at any time, we notify you that your access to and/or use of the Service or your account is terminated, you must cease and desist from all such access and/or use immediately. We reserve the right to cancel, delay, refuse to ship or recall from the shipper any order if fraud is suspected.
The Service may contain links to other websites on the Internet that are owned and operated by third parties. Such links should not be interpreted as an express or implied endorsement of such third party websites or any products or services that may be offered thereon. You acknowledge that we have no liability or responsibility for the content or availability of such websites, the products or services available thereon or otherwise in connection with such third party websites, products or services. Please review the terms and conditions that may be imposed by such websites, as they may be different from these Terms.
The Service may be accessed from countries other than the United States, but Trade does not currently ship any products outside of the United States.
DISCLAIMER; LIMITATION OF LIABILITY
We love coffee and assume that if you’re shopping for coffee at Trade you love it, too. Although many studies have indicated that consuming coffee may be beneficial to your health, we are aware that coffee may cause allergic or other medical problems for some people, and that scientific studies may yet uncover other characteristics that are undesirable, at least for some people. Trade encourages you to make your own determination about whether consuming coffee is appropriate for you, and we encourage you to prepare coffee in a way that will not cause you any harm. Your decisions are your own responsibility, and Trade disclaims any responsibility or liability with respect to any adverse consequences you, or anyone with whom you may share your coffee, experiences.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, IN A SEPARATE EXPRESS WRITING, OR REQUIRED BY APPLICABLE LAW, TRADE MAKES NO REPRESENTATIONS, COVENANTS OR WARRANTIES AND OFFERS NO OTHER CONDITIONS, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING, WITHOUT LIMITATION, THE MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE OR NON-INFRINGEMENT OF THE SERVICE, ANY CONTENT ON THE SERVICE OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TRADE DISCLAIMS ANY WARRANTIES THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SERVICE WILL BE SECURE; THAT THE SERVICE OR ANY SERVER THAT MAKES THE SERVICE AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SERVICE WILL BE CORRECT, ACCURATE, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE COMPLETE. IF YOU DOWNLOAD ANY CONTENT FROM THE SERVICE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM THE SERVICE SHALL CREATE ANY WARRANTY OF ANY KIND.
IN NO EVENT SHALL TRADE OR ITS PARENT, SUBSIDIARIES, DIVISIONS OR AFFILIATES, OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES, OR THIRD PARTIES PROVIDING INFORMATION OR PRODUCTS ON OR IN CONNECTION WITH THE SERVICE (COLLECTIVELY, THE “RELEASEES”) BE LIABLE TO YOU, ANY USER OF THE SERVICE OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE OR ACCESS THE SERVICE, ANY CONTENT OR INFORMATION CONTAINED THEREON OR STORED OR MAINTAINED BY TRADE, OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF ANY RELEASEE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE RELEASEES TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT YOU PAID TO TRADE IN CONNECTION WITH THE APPLICABLE PURCHASE GIVING RISE TO SUCH LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE RELEASEES HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF OF TRADE.
Because some jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages, in such jurisdictions some or all of the above disclaimers or exclusions may not apply, and liability will be limited to the fullest extent permitted by applicable law.
By using the Service, you agree to indemnify, hold harmless and defend the Releasees from any claims, damages, losses, liabilities and all costs and expenses of defense, including but not limited to, attorneys' fees, resulting directly or indirectly from a claim (including without limitation, claims made by third parties for infringement of intellectual property rights) by a third party that arises in connection with (i) your use or misuse of the Service; (ii) your breach of the Terms; (iii) your violation of any law or the rights of a third party; or (iv) your Feedback. You agree to cooperate as fully as reasonably required in the defense of any claim. Trade or the applicable Releasee reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you for which you will remain responsible for indemnifying and holding harmless the Releasees.
These Terms and any action related thereto will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. Exclusive jurisdiction and venue for actions related to these Terms or your use of the Service will be the state and federal courts located in Boston, Massachusetts, United States, and both parties consent to the jurisdiction of such courts with respect to any such actions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Alternative Dispute Resolution Process
Unless you are subject to the Mandatory Arbitration Provisions set out below, and subject to any applicable laws, if a claim arises between you and Trade where the total value of such claim is less than US$10,000, the party initiating the claim may elect to have the dispute resolved pursuant to a binding arbitration process that does not require attendance in person. This “Alternative Dispute Resolution Process” shall be initiated by either of us sending notice to the other, in which event you and Trade agree to use our reasonable efforts to agree within thirty (30) days upon an individual or service to manage the Alternative Dispute Resolution Process (the “Arbitration Manager”) according to the following requirements: (i) neither party shall be required to attend any proceeding in person, (ii) the proceeding will be conducted via written submissions, telephone or online communications or as otherwise agreed upon, (iii) the fees for the Arbitration Manager will be borne equally by the parties or be submitted to the Arbitration Manager to determine as part of the dispute and (iv) the judgment rendered by the Arbitration Manager may be entered in any court of competent jurisdiction for enforcement.
If you are a resident of the European Union (EU), please note that we offer this Alternative Dispute Resolution Process, but we cannot offer you the European Commission Dispute Platform as we do not have an establishment in the EU.
If you reside in the United States or are otherwise subject to the US Federal Arbitration Act, you and Trade agree to resolve any claims relating to these Terms or the Service - except any dispute relating to the enforcement or validity of intellectual property rights - through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this "Mandatory Arbitration Provisions" section, including its enforceability, revocability, or validity. The Federal Arbitration Act governs the interpretation and enforcement of these Mandatory Arbitration Provisions.
You can decline this agreement to arbitrate by contacting us at SUPPORT@TRADECOFFEECO.COM and clearly stating your election to opt out of arbitration, and providing the Customer name, email and physical addresses, within 30 days of your first creating an account or purchasing a product, whichever first occurs.
The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (to the extent applicable), as modified by these Mandatory Arbitration Provisions. You may review those rules and procedures and obtain a form for initiating arbitration proceedings at the AAA's website. The arbitrator will decide the substance of all claims in accordance with the laws of the Commonwealth of Massachusetts, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court possessing jurisdiction over the parties, except for a limited right of appeal under the Federal Arbitration Act.
The arbitration will be held in the United States county where you live or work, Boston (MA), or any other location we agree to. If, however, the value of the relief sought is US$10,000 or less, either of us may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on us, subject to the arbitrator's discretion to require an in-person hearing. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise.
The AAA rules will govern payment of all arbitration fees. If the amount of the claim exceeds US$10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Trade will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, Trade will not pay any of your fees and, if Trade has paid any of your fees, you agree to reimburse Trade for all such fees associated with the arbitration paid by Trade on your behalf, which you otherwise would be obligated to pay under the AAA's rules.
We agree with you that there shall be exceptions to the requirement to resolve disputes under the Mandatory Arbitration Provisions, as described in this paragraph. Either you or Trade may assert claims, if they qualify, in small claims court in Boston, Massachusetts or any United States county where you live or work. In addition, either the Customer or Trade may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Suffolk County, Massachusetts to resolve your claim.
No Class Actions
You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed. If this specific paragraph is held unenforceable, then the entirety of this "Mandatory Arbitration Provisions" section will be deemed void.
SPECIAL NOTICE FOR CALIFORNIA CUSTOMERS
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may of course contact us at SUPPORT@TRADECOFFEECO.COM, phone: (888) 252-8691, or send us a message at:
Seed Leaf LLC
401 Park Drive, 9th Floor
Boston, Massachusetts 02215
Attention: Legal Notice
These Terms constitute the entire and exclusive understanding and agreement between Trade and you regarding the Service, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Trade and you regarding the Service. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding a Trade-accepted Order Form) will be incorporated into or form any part of these Terms, and all such terms or conditions will be null and void.
These Terms will be enforced to the fullest extent permitted under applicable law. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer the right to use the Service, or Customer’s obligations under these Terms, by operation of law or otherwise, without Trade’s prior written consent, except in the case of a merger, acquisition, or sale of all or substantially all assets of Customer, after notice to Trade. It shall be Customer’s responsibility to ensure its billing and contact information is current at all times despite any such assignment. Any attempt by you to assign or transfer the right to use the Service, or Customer’s obligations under these Terms, without such consent, will be null and void. Trade’s remedy for any purported assignment by the Customer in breach of this section will be, at its election, termination of your account upon written notice. Trade may freely assign or transfer the Service, or Trade’s obligations under these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notice required or permitted under these Terms must be in writing and delivered by email (i) to you at the email address included within your Customer Information or (ii) to Trade at firstname.lastname@example.org. You agree that all notices and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. The date of receipt will be deemed the date on which such notice is transmitted.
Trade’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Trade. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Trade shall not be liable by reason of any failure or delay in the performance of any obligations on account of events beyond our reasonable control, which may include denial-of-service attacks, a failure by a Service Provider, strikes, shortages, riots, fires, acts of nature, war, terrorism, and governmental action.
Please report any violations of these Terms to SUPPORT@TRADECOFFEECO.COM.