1000 Ecofarms

Seller Participation Agreement

This Seller Participation Agreement (the “Agreement”) states the terms and conditions under which
all living and non-living entities (the “Sellers”) who sell their offerings such as products and or services on the Uniform Resource Locator (i.e., URL) address of 1000 ecofarms, LLC (the “Company”) on the World Wide Web, the Internet known as www.1000ecofarms.com or any other website or application owned or operated by the Company or any of its affiliates, successors or assigns (the “Site”) agree to operate.

As used in this Agreement, "you" or "your" refers to each entity or person(s) subscribing to, using or
accessing the Site, directly or indirectly, for the purpose of selling goods and or services; "we", "us",
or "our" refers to the Company, its affiliates, successors or assigns and any agent of or independent contractor thereof.

Definitions.
As used in this Agreement, the following terms have the following meanings:

Affiliate” means any entity who accesses the Site directly or indirectly on the behalf of the Sellers or
using the Sellers’ information to access the Site to perform any activity.

Fees” means the amount of money paid to the Company by the Sellers and or the Sellers’ Affiliates for access and use of the Site.

This Agreement governs your use of the Site, including all of its content and its services (the “Services”). To access the Site and/or use the Services to sell goods or services (collectively “Products”), you must accept the following terms and conditions of this Agreement without change.

BY REGISTERING AS A SELLER OR USING THE SERVICES OF THE SITE, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT. ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE INTO THIS PARTICIPATION AGREEMENT.

The Company reserves the right to change any of the terms and conditions contained in this Agreement
or any policies or guidelines governing the Site or the Services, at any time and at its sole discretion. Any changes will be effective upon posting of the revisions on the Site. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you.

YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING THE COMPANY’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS PARTICIPATION AGREEMENT, YOU MUST DISCONTINUE USING THE SITE AND THE SERVICES IMMEDIATELY AND PAY ANY OUTSTANDING BALANCE OWED TO THE COMPANY WITHIN THIRTY (30) DAYS OF TERMINATING YOUR USE.

  1. Eligibility. You must be legally capable of entering into contracts and assuming contractual obligations to use the Site and the Services. Minors are not allowed to use the Site or the Services. During registration, you must provide your real name, address, phone number, email address, your correct/legal age, and any other required information and data. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the State in which your business is registered and that you are registering for the Services within such State; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations hereunder; and (c) you are currently in compliance with all applicable laws and regulations, and applicable license requirements, including, but not limited to, food, drug or medicine, cosmetics, and farm goods license requirements, and will immediately terminate your use of the Site if at any time you fail to comply with an applicable law or regulation.

 

The Company owns the Site, its code, the user experience and every element of the platform in which Seller communicates the products and services for sale. The Company reserves the right, in its sole and absolute discretion, to delete, revise or refuse to post all or any part of any information or data requested to be posted to the Site by you.

  1. Sellers' Listing Fees and Payment Terms. The fees described in this section that are in effect on the date a Product is sold shall govern the transaction. All fees are payable upon demand via a form of payment accepted by the Company. By accepting the terms of this Agreement and listing Products for sale on the Site, you authorize the Company to immediately and automatically charge your payment account when a sale is made for the amount you owe as described in the Membership and Listing Fees (2.a). In the event that the Company is unable to receive an automated payment from you, your account may be automatically disabled and an additional fee may apply for reinstating your membership.

 

The Company will charge you up to 15% of the transaction value of a sale. The structure of Fees can be found [link here]. The Company reserves the right to change Fees any time in the future. The Company reserves the right to charge additional Fees for cancelled, failed or declined orders.

Online payments administered through third party applications are subject to any terms and conditions of such payments, which may include any of the third party application provider's dispute resolution policies associated with the corresponding third party application. The Company uses Braintree, a division of PayPal, Inc. (Braintree) for payment processing services. By using the Braintree payment processing services you agree to the Braintree Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement, and the applicable bank agreement available at https://www.braintreepayments.com/legal/cea-wells.

  1. User Conduct. In connection with using or accessing the Services you will not:
    1. post, list or upload content or items in inappropriate categories or areas on our Site;
    2. breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
    3. use our Services if you are not able to form legally binding contracts (for example if you are under 18), or are temporarily or indefinitely suspended from using our sites, services, applications or tools;
    4. fail to deliver items sold by you, unless you have a valid reason as set out in the Company policy, for example, the buyer fails to comply with the posted terms in your listing or you cannot contact the buyer;
    5. manipulate the price of any item or interfere with any other user's listings;
    6. post false, inaccurate, misleading, defamatory, or libelous content;
    7. take any action that may undermine the feedback or ratings systems;
    8. transfer your account (including Feedback) and user ID to another party without our consent;
    9. distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
    10. distribute viruses or any other technologies that may harm the Company, or the interests or property of users;
    11. use any robot, spider, scraper, or other automated means to access our Services for any purpose;
    12. bypass our robot exclusion headers, interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;
    13. export or re-export any application or tool except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
    14. reproduce, perform, display, distribute, reverse engineer, or prepare derivative works from content that belongs to or is licensed to the Company, or that comes from the Services and belongs to another user on the Site or to any third party, including works covered by any copyrights, trademark, patent, or other intellectual property right, except with prior express written permission of the Company and/or any other party holding the right to license such use;
    15. commercialize any application of the Company or any information or software associated with such application;
    16. sell any product whatsoever that is illegal to sell or is dangerous to any consumer;
    17. harvest or otherwise collect information about users without their consent; or
    18. circumvent any technical measures we use to provide the Services.

 

If we believe you are abusing the Site in any way, we may, in our sole discretion, without notice and without limiting other remedies, limit, suspend, or terminate your account and access to our Services, delay or remove hosted content, remove any special status associated with your account, remove and demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.

We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services. Additionally, we reserve the right to refuse or terminate all or part of our Services to anyone for any reason at our discretion.

The Company reserves the right to delete the account of any User from the Site at any time for any reason. The parties agree that any such ejection from the Site or deletion shall occur without any penalty or liability of any kind to the Company.

  1. Disruptions in Service. The Company is not responsible for any damage or loss resulting from a

disruption in service, including any disruption that results from a disruption in an Internet service or from the Site being hacked or compromised in any way. The Company shall not in any case provide any compensation as a result of any disruption and has sole discretion in delivering reimbursements, including reimbursements related to any disruption of service. The Company is not responsible for lost sales that may have occurred during any disruption in service. The Company is not responsible for any disruption in service to any third party applications.

  1. Seller Relationships. You hereby agree not to complete any purchase, sale, partnership or any other business relationship with any individual, group or entity that you met on the Site or through the Company (the “Potential Partner”) within the 12 month period following the later of (i) meeting the Potential Partner or (ii) conducting your last sale with the Potential Partner. You shall promptly notify the Company in writing (or by electronic mail) if there is any such contact with a Potential Partner during such 12 month period.

 

  1. Use of Information. You hereby agree to allow the Company to use any information provided by you on the Site or to the Company in any form by the Company for any purposes, including but not limited to social media posts, advertising and any other marketing activities of the Company.
  1. Indemnification by Sellers. You agree to indemnify, defend, and hold harmless the Company, its affiliates and its and their respective owners, investors, contractors, officers, directors, members, managers, partners, shareholders, licensors, suppliers, customers, employees, agents, third-party advertisers, technology providers and service providers from and against any loss, damage, cost, or liability (including, reasonable attorneys' fees) resulting from or relating in any way to a third-party claim, demand, action or proceeding that arises out of this Agreement or the Site, including but not limited to in relation to: (a) your use, non-use or misuse of, or connection to the Site, the services and any content (including without limitation your content and any third party content) forming part of the Site; (b) any product liability, harm, damage or other default in any product or service sold or exchanged through the Site; (c) any incomplete, unsuccessful, frozen or negligent transaction between you and any other seller or buyer or any other person, whether consummated on the Site or outside the Site; and (d) any violation of any law, including any violation of any intellectual property rights of any individual, group or entity anywhere in the world. You agree to be strictly liable to the Company and any third party for any fraud or misrepresentation, whether intentional or unintentional.

 

  1. Damages.
    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL THE COMPANY, its affiliates, successors or assigns BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF DATA, LOSS OF REVENUE OR PROFITS, LOSS OR INTERRUPTION OF USE OF THE SITE OR SERVICES, OR THE PROVISION OF SERVICES TO MEMBERS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, TECHNOLOGY OR RIGHTS,  WHETHER IN AN ACTION IN NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, WARRANTY OR ANY OTHER  LEGAL OR EQUITABLE THEORY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

    1. IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY, ITS AFFILIATES, SUCCESSORS OR ASSIGNS FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT, WHETHER BASED IN NEGLIGENCE, CONTRACT, TORT OR ANY OTHER FORM OF ACTION, EXCEED $100.
    1. ANY BREACH OF THIS AGREEMENT BY THE SELLER WILL CAUSE LIABILITY TO SUCH DAMAGES AS ARE JUST UNDER THE LAW PLUS PUNITIVE DAMAGES EQUAL TO 50% OF SUCH DAMAGES.

 

  1. Deletion of Seller. The Company reserves the right to delete any seller from the Site at any time for any reason. The parties agree that any such ejection from the Site or deletion shall occur without any penalty or liability of any kind to the Company.
  1. Independent Contractors. The relationship of the parties to this Agreement shall be that of independent contractors.  Any employee, servant, subcontractor or agent of a party shall remain at all times under the exclusive direction and control of that party and shall not be deemed to be an employee, servant, subcontractor or agent of the other party. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, or to represent the other party as agent, employee, or in any other capacity, except for the Company’s and your performance of the services described herein.

 

  1. Governing Law; Dispute Resolution.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Maryland and of the United States of America without reference to the conflict of laws’ provisions thereof. Any dispute arising out of or related to this Agreement that cannot be resolved by informal and good-faith negotiations between the parties, shall be settled by final and binding arbitration to be conducted by a single arbitrator in Washington,DC, pursuant to the rules of the American Arbitration Association.  The decision or award of the arbitrator shall be final, and judgment upon such decision or award may be entered in any competent court or application may be made to any competent court for judicial acceptance of such decision or award and an order of enforcement.  The parties agree that the arbitrator shall have the authority to impose equitable and injunctive relief as well as to award monetary relief, as the arbitrator deems appropriate.
  1. Modifications.  No modification, amendment or waiver of this Agreement or any of its provisions shall be binding upon the parties hereto unless agreed to by the Company. The Company may amend the terms and conditions of this Agreement in its sole and absolute discretion.

 

  1. Severability. In the event any provision of this Agreement is held by a competent court or arbitrator to be invalid, illegal or unenforceable, it shall be limited or eliminated to the minimum extent necessary so that the remaining provisions of this Agreement shall remain in full force and effect.
  1. Entire Agreement.  This Agreement and the policies incorporated herein constitute the entire agreement between the parties and supersedes all previous or contemporaneous agreements, promises, or representations, whether written or oral, between the parties with respect to the subject matter hereof. 
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