TERM OF USE

FARMER’S EGG, LLC

1. Accepting These Terms

This document and the other documents referenced below set forth Farmer’s Egg’s Terms of Use.  By becoming a member of Farmer’s Egg or using our site, you agree that the Terms of Use is a legally binding contract between you and Farmer’s Egg, LLC.

Please note that Section 11. Disputes with Farmer’s Egg, contains an arbitration clause and class action waiver. By agreeing to the Terms of Use, 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.

This contract sets out your rights and responsibilities when you use www.farmersegg.com and the other services provided by Farmer’s Egg. Read it carefully. By using any of our Services (even just browsing one of our websites), you’re agreeing to the Terms.  If you don’t agree with the Terms, you may not use our Services.

2. Additional Terms of Use

Farmer’s Egg’s Services connect people around the United States, both online and offline, to make, sell, and buy unique goods. These Terms of Use are to help you understand our rules that are relevant for you, depending on how you use the Services:

These Terms of Use are for everyone. If you use any of our Services, you agree to these Terms, our Privacy Policy, and our Anti-Discrimination Policy.

Terms of Use for Members. If you list any items for sale through our Services, these policies apply to you. You can read them here.

Terms of Use for Buyers. If you use our Services to browse or shop, these policies apply to you. You can read them here[JD1].

All of these policies are a part of our Terms, so be sure to read the ones that are relevant for you. Of course, you’ll still want to read the rest of this document because it applies to everyone!

3. Your Privacy

Farmer’s Eggs knows your personal information is important to you.  We make protecting your personal information important to us. Farmer’s Egg’s Privacy Policy details how we use your personal information when you use our Services-and how we protect it. By using our Services, you consent to Farmer’s Egg that it may process your information as detailed in the Privacy Policy, so please read it here.

Both Farmer’s Egg and Members process buyers’ personal information (for example, buyer name, email address, and shipping address) and are therefore considered separate and independent data controllers of buyers’ personal information. Each party is responsible for the personal information it processes in providing the Services. For example, if a Member accidentally discloses a buyer’s name and email address when fulfilling another buyer’s order, the Member, not Farmer’s Egg, will be responsible for that unauthorized disclosure.  If, however, Farmer’s Egg and Members are found to be joint data controllers of buyers’ personal information, and if Farmer’s Egg is sued, fined, or otherwise incurs expenses because of something that you did as a joint data controller of buyer personal information, you agree to indemnify Farmer’s Egg for the expenses it occurs in connection with your processing of buyer personal information. See Section 9. Indemnification below for more information about your indemnification obligations to Farmer’s Egg.

4. Your Account with Farmer’s Egg

You’ll need to create an account with Farmer’s Egg to use some of our Services. To create an account with Farmer’s Egg:

A .  Age Requirement.  You must be 18 or older to use our Services. Or, if you are 13 or older, you may only use our Services under the supervision of a parent or legal guardian who manages your account. Children under 13 are not permitted to use Farmer’s Egg or the Services.

B. Your Information.  You must provide accurate information about yourself when setting up your account and at all times when using the Services. You may not use false information or impersonate another person or company through your account.

C. Appropriate name. 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, or infringes someone’s intellectual property rights, or otherwise violates the Terms.

D.  Account Responsibility. You are solely responsible for all activity on your account. If you are sharing an account with other people, then the person whose billing information is on the account will ultimately be responsible for all activity. If you’re registering as a business entity, you personally guarantee that you have the authority to agree to the Terms on behalf of the business. Also, your accounts are not transferable.

E.  Password Protection. As we mentioned above, you’re solely responsible for any activity on your account, so it’s important to keep your account password secure. 

F. Relationship with Farmer’s Egg.  These Terms don't create any agency, partnership, joint venture, employment, or franchisee relationship between you and Farmer’s Egg.

5. Member Content

Content that you post using our Services is your content (“Member Content”). We don’t make any claim to it. That includes anything you post using our Services (like shop names, profile pictures, listing photos, listing descriptions, reviews, comments, videos, usernames, etc.).

A.  Content Responsibility. You are solely responsible for Member Content. You represent that you have all necessary rights to Member Content and that you’re not infringing or violating any third party’s rights by posting it.

B.  Permission to Use Member Content. By posting Member Content through our Services, you grant Farmer’s Egg a license to use it. We don’t claim any ownership to Member Content, but we have your permission to use it to help Farmer’s Egg function and grow. That way, we won’t infringe any rights you have in Member Content and we can help promote your products/services.

C. Rights Granted Farmer’s Egg.  By posting Member Content, you grant Farmer’s Egg a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Member Content to provide the Services and to promote Farmer’s Egg, your Farmer’s Egg shop, or the Services in general, in any formats and through any channels, including across any Farmer’s Egg Services or third-party website or advertising medium.

D.  Reporting Unauthorized Content. Farmer’s Egg is committed to following appropriate legal procedures to remove infringing content from the Services.  If content that you own or have rights to has been posted to the Services without your permission and you want it removed, please follow the steps listed in our Intellectual Property Policy. If Member Content infringes another person’s intellectual property, we will remove it if we receive proper notice. We’ll notify you if that happens.

E. Inappropriate, False, or Misleading Content. You will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of our Prohibited Items Policy, or any part of our Terms of Use. You also agree not to post any content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive.

6. Your Use of Farmer’s Egg’s Services

License to Use Our Services. We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services—subject to the Terms of Use and the following restrictions in particular:

A. Don’t Use Our Services for Illegal Purposes. You agree that you will not violate any laws in connection with your use of the Services.  This includes any local, state, federal, and international laws that may apply to you. For example, it’s your responsibility to obtain any permits or licenses that your shop requires; you may not sell anything that violates any laws; and may not engage in fraud, theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against Farmer’s Egg, another Farmer’s Egg user, or a third party.

B. Fee Responsibility. You are responsible for paying all fees that you owe to Farmer’s Egg.  Except as set forth below, you are also solely responsible for collecting and/or paying any applicable taxes for any purchases or sales you make through our Services.

C.  Farmer’s Egg’s Systems. You agree not to interfere with or try to disrupt our Services, for example by distributing a virus or other harmful computer code.

D. Trademarks. The trade name “Farmer’s Egg” and the other Farmer’s Egg marks, phrases, logos, and designs that we use in connection with our Services, are trademarks, service marks, or trade dress of Farmer’s Egg.  If you use our trademarks, you must follow our Intellectual Property Policy.

E. Communicating with Farmer’s Egg.  By using our Services, you are agreeing that Farmer’s Egg may send you any and all information electronically (by email, etc.) instead by regular mail.  Your electronic agreement is the same as your signature on paper.

7. Termination

Termination By You. You may terminate your account with Farmer’s Egg at any time from your account settings. Terminating your account will not affect the availability of some Member Content that you posted through the Services prior to termination. You must still pay any outstanding fees.

Termination By Farmer’s Egg.  Farmer’s Egg may terminate or suspend your account (and any related accounts) and your access to the Services at any time, for any reason, and without advance notice. If we do so, it’s important to understand that you don’t have a contractual or legal right to continue to use our Services, for example, to sell or buy on our websites.  Farmer’s Egg may refuse service to anyone, at any time, for any reason.

If you or Farmer’s Egg terminate your account, you may lose any information associated with your account, including Member Content.

Farmer’s Egg May Discontinue Services.  Farmer’s Egg reserves the right to change, suspend, or discontinue any of the Services at any time, for any reason.  We will not be liable to you for the effect that any changes to the Services may have on you, including your income or your ability to generate revenue through the Services.

Survival.  The Terms will remain in effect even after your access to the Service is terminated, or your use of the Service ends.

8. Warranties and Limitation of Liability

Items You Purchase.  You understand that Farmer’s Egg 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 Members.  Farmer’s Egg cannot and does not make any warranties about their quality, safety, or even their legality.  Any legal claim related to an item you purchase must be brought directly against the Member of the item.  You release Farmer’s Egg, LLC, its members, managers, Affiliates, employees, contractors, professionals and assigns from any claims related to items sold through our Services, including for defective items, misrepresentations by Members, or items that caused physical injury (like product liability claims).

Food Products.  Farmer’s Egg is “market” that allows Members who comply with Farmer’s Egg’s policies, as well as applicable federal, state and local laws and regulations, to offer, sell, and buy certain food and food-related goods within a fixed price format.  Farmer’s Egg is not directly involved in the transaction between its Members and buyers on its Site.  Consequently, Farmer’s Egg has no control over the quality, safety or legality of any aspect of the food items listed, the truth or accuracy of the listings, or the ability of its Members to sell items.  Farmer’s Egg does not pre-screen users or the content or information provided by users.  Farmer’s Egg does not transfer legal ownership of items from the Member to the buyer.  Farmer’s Egg encourages you to communicate directly with potential transaction partners through the tools available on the Site.

Farmer’s Egg cannot and does not make any warranties about its Members’ food quality, safety, or even their legality. You agree that Farmer’s Egg is a venue and as such is not responsible or liable for any harm caused by any food items sold through its Site. Any legal claim related to any food item you purchase must be brought directly against the Member of the food item.  You use the Farmer’s Egg service at your own risk.Content You Access.  You may come across materials that you find offensive or inappropriate while using our Services. We make no representations concerning any content posted by users through the Services.  Farmer’s Egg is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Services.  You release Farmer’s Egg from all liability relating to that content.

Third Party Interaction. You can use the Services to interact with other individuals, either online or in person.  However, you understand that we do not screen users of our Services, and you release us from all liability relating to your interactions with other users.   

Third-Party Services. Our Services may contain links to third-party websites or services that we do not own or control (for example, links to Facebook, Twitter, and Pinterest).  You may also need to use a third party’s product or service in order to use some of our Services.  When you access third-party services, you do so at your own risk.  The third parties may require you to accept their own terms of use. Farmer’s Egg is not a party to those agreements; they are solely between you and the third party.

9. Indemnification

If Farmer’s Egg gets sued because of something that you did, you agree to defend and indemnify us. In other words, you will defend Farmer’s Egg (including any of our employees) and hold us harmless from any legal claim or demand (including reasonable attorney’s fees) that arises from your actions, your use (or misuse) of our Services, your breach of the Terms of Use, or your account’s infringement of someone else’s rights.

Warranties. Farmer’s Egg is dedicated to making our Services the best they can be, but sometimes things can go wrong. You understand that our Services are provided “as is, whereas” and without any kind of warranty (express or implied). Farmer’s Egg expressly disclaims all warranties of title, non-infringement, merchantability, and fitness for a particular purpose, as well as any warranties implied by a course of performance, course of dealing, or usage of trade.

We do not guarantee that: (i) the Services will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) the Services will be free of viruses or other harmful materials; or (iv) the results of using the Services will meet your expectations.  You use the Services solely at your own risk. Some jurisdictions do not allow limitations on implied warranties, so the above limitations may not apply to you.

Liability Limits. To the fullest extent permitted by law, neither Farmer’s Egg, nor our, members, managers or employees shall be liable to you for any lost profits or revenues, or for any consequential, incidental, indirect, special, or punitive damages arising out of or in connection with the Services or these Terms. In no event shall Farmer’s Egg’s aggregate liability for any damages exceed the greater of one hundred ($100) US Dollars or the amount you paid Farmer’s Egg in the past twelve months. Some jurisdictions do not allow limitations on incidental or consequential damages, so the above limitations may not apply to you.

In our sole discretion, we reserve the right to handle our legal defense, even if you are indemnifying us, in which case you agree to cooperate with Farmer’s Egg so we can execute our strategy.

10. Disputes with Other Users

If you find yourself in a dispute with another user of Farmer’s Egg’s Services or a third party, we encourage you to contact the other party and try to resolve the dispute amicably.  Farmer’s Egg will not get involved or be required to help resolve disputes between Members and buyers.

Release of Farmer’s Egg. You release Farmer’s Egg from any claims, demands, and damages arising out of disputes with other users or parties.

11. Disputes with Farmer’s Egg

If you have a problem with Farmer’s Egg or the Services Farmer’s Egg provides, let us know, and hopefully we can resolve your issue. But if we can’t, the following rules will govern any legal dispute involving our Services:

A.  Governing Law. The Terms of Use are governed by the laws of the State of Texas, without regard to its conflict of laws rules, and the laws of the United States of America.  These laws will apply no matter where in the world you live, but if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law.

B.  Arbitration. You and Farmer’s Egg agree that any dispute or claim arising from or relating to the Terms of Use shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section.  Arbitration will be handled by a sole arbitrator in accordance with those rules.  Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under the Terms of Use will take place on an individual basis--class arbitrations and class actions are not permitted.  You understand that by agreeing to the Terms of Use, you and Farmer’s Egg are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.

C. Costs of Arbitration. Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the Consumer Arbitration Rules.

D.  Forum. Any legal action against Farmer’s Egg related to our Services must be filed and take place in Austin, Texas.  That means the seat of any arbitration shall be Austin, Texas. For any actions not subject to arbitration, you (where your contract is with Farmer’s Egg, LLC.) and Farmer’s Egg agree to submit to the personal jurisdiction of a state court located in Travis County, Texas or the United States District Court for the Western District of Texas.

E.  Modifications. I f we make any changes to this “Disputes with Farmer’s Egg” section after the date you last accepted the Terms of Use, those changes will not apply to any claims filed in a legal proceeding against Farmer’s Egg prior to the date the changes became effective. Farmer’s Egg will notify you of substantive changes to the “Disputes with Farmer’s Egg” 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 Farmer’s Egg 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 Farmer’s Egg in accordance with the provisions of this “Disputes with Farmer’s Egg” section as of the date you last accepted the Terms of Use, 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 of Use.

12. Changes to the Terms

In its sole discretion, Farmer’s Egg may update these Terms of Use from time to time. If we believe that the changes are material, we’ll definitely let you know by doing one (or more) of the following: (1) posting the changes through the Services or (2) sending you an email or message about the changes. That way you can decide whether you want to continue using the Services. Changes will be effective upon the posting of the changes. You are responsible for reviewing and becoming familiar with any changes. Your use of the Services following the changes constitutes your acceptance of the updated Terms.

13. Miscellaneous

The Terms of Use, including all of the policies that make up the Terms of Use, supersede any other agreement between you and Farmer’s Egg regarding the Services. If any part of the Terms of Use is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect. Farmer’s Egg’s failure to enforce any part of the Terms of Use is not a waiver of our right to later enforce that or any other part of the Terms of Use. We may assign any of our rights and obligations under the Terms of Use.

14. Contact Information

If you have any questions about the Terms, please email us at: info@farmersegg.com.