Terms of Use

EDIBLY.CO

TERMS OF USE

PLEASE NOTE: YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT

            These “Terms of Use” set forth the terms and conditions that apply to your use of Edibly.co web site or any related downloadable applications (collectively, the “Web Site”), which is owned and operated by Edibly, Inc., a Delaware corporation (“Edibly”).

WHEN YOU CLICK THE “I ACCEPT” BUTTON DURING THE LOG-IN PROCESS, OR IF YOU OTHERWISE ACCESS OR USE THE WEB SITE, YOU AGREE TO AND ARE BOUND BY THESE TERMS OF USE. EDIBLY IS WILLING TO GRANT YOU ACCESS TO THE WEB SITE ON THE CONDITION THAT YOU ACCEPT ALL THE TERMS OF THESE TERMS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, DO NOT ACCESS OR USE THE WEB SITE IN ANY WAY.

As provided below, Edibly may update these Terms of Use at any time, without notification to you, and you should review these Terms of Use from time to time by accessing the Web Site. Your continued use of the Web Site shall be deemed irrevocable acceptance of any such revisions. The right to use the Web Site and these Terms of Use are personal to you, and are not transferable by you to any other person or entity.

  1. Services that we provide, and services that we do not provide.

The Web Site primarily functions as an online venue to allow users to offer, sell and buy certain goods within a fix-price format. Edibly does not directly participate in any transactions between buyers and sellers, including, without limitation, negotiations, discussions, or proposals. Accordingly, Edibly is not responsible in any way for any actual sale transactions between buyers or sellers.  

Edibly does not transfer legal ownership of the items from the seller to the buyer. Edibly is not undertaking any and has no duties to either buyers or sellers, including, without limitation, the obligation to pre-screen listings that are offered by sellers, to inspect products, or to verify the veracity of information contained in a listing, and Edibly has no control over the quality, safety or legality of any product listed, or the truth or accuracy of the items. Edibly is not responsible for any information, material, or ideas submitted on the Web Site. More specifically, Edibly does not represent or guarantee the truthfulness, accuracy, or reliability of any content or other communications posted by users, nor does it endorse any opinions expressed by users. You acknowledge that any reliance on material posted by other users will be at your own risk, and that you will also remain solely responsible for any inaccurate or incomplete information that you provide on the Web Site.

Additionally, Edibly cannot assure the ability of buyers to buy or the ability of sellers to sell products offered for sale, nor can Edibly ensure that the parties will actually complete a transaction. Edibly assumes no liability for buyers’ and/or sellers’ failures to comply with any and all applicable laws.

Certain information appearing on the Web Site may be provided directly sellers or other third parties, and discrepancies or errors may appear. Edibly does not verify any of the pricing and other information that sellers may provide, or that is otherwise posted on its Web Site, for accuracy, omissions, or completeness of information. You expressly waive any requirement that purports to impose on Edibly an obligation to perform any services other than those expressly undertaken by Edibly hereunder. Edibly may make changes to its products and/or services at any time and without notifying you or receiving your consent.

  1. Fees and Billing.

Joining and creating a shop on Edibly is generally free. Edibly may charge fees for listing items. In the event that Edibly charges a listing fee, you will have the opportunity to review and agree to the fees prior to listing the item. Edibly charges a percentage of the total sale price when the item sells. In certain situations, including a void or invalid transaction, Edibly may issue a credit to a seller for the applicable fees. You are responsible for paying all fees and applicable taxes associated with using Edibly. Edibly allows for both automatic and manual bill payment plans. Edibly will send an invoice to the seller’s email address on file detailing the amount due for the prior months’ fees and charges. The seller must pay the amount due in full within 15 days of the invoice date, or the account will be considered delinquent.   

  If your account is terminated, if you close your account, or if the payment of your fees cannot otherwise be completed, you remain obligated to pay Edibly for all unpaid fees and penalties (if any). If the seller’s account is not paid in full and becomes delinquent, the seller risks suspension of privileges and/or termination of the account and other collection consequences (including Edibly’s retention of collection agencies and legal counsel). If you wish to dispute a charge, please contact Edibly at support@edibly.co.

Buyers may purchase products made available through the Web Site using a credit card (“Card Services”). Edibly uses a third-party payment processor (the “Payment Processor”) to link your credit card account to the Web Site (your “Card Account”) for use of the Card Services. The processing of payments or credits, as applicable, in connection with the Card Services will be subject to the terms, conditions, and privacy policies of the Payment Processor and your credit card issuer in addition to these Terms of Use. Edibly is not responsible for any error that occurs during any offer or special redemption process, including any error by the Payment Processor. In connection with your use of the Card Services, Edibly will obtain certain transaction details, which Edibly will use solely in accordance with its Privacy Policy.

  1. Listing and Selling.

All listings on Edibly must be for sale. By listing items on the Web Site you warrant that you and all aspects of the items comply with Edibly’s policies. You also warrant that you are the sole and exclusive legal owner of any and all items that you wish to offer for sale on the site and you have the complete right, title and authority to deal in and offer for sale such items.

Listing Requirements:

(i) All sellers must list at least one item for sale. All items must be edible foods or beverages for human or animal consumption;

(ii) All sellers must accurately and completely describe the item and all terms of sale in their Edibly shop. Each listing must include at least one picture of the item listed for sale. A listing may include text descriptions, graphics and other content relevant to the sale of that item. The primary image for a listing must be an actual photograph or image of the listed item. All items must be listed in an appropriate category;

(iii) All sellers must create shop policies for their Edibly shop. These policies should include, shipping, returns, payment, product fulfillment, and selling policies. Sellers must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with Edibly’s site-wide policies. Sellers are responsible for enforcing their own reasonable shop policies. Edibly reserves the right to request that a seller modify a shop policy;

(iv) All sellers must create and complete an “Our Story” section of the seller’s shop page; and

(v) All listed items must be made or produced by the listing seller, and third party products are prohibited.

The failure to comply with the foregoing requirements may result in the deactivation or termination of seller’s account.

Because Edibly is a marketplace of independent shops, refunds, returns, and exchanges are handled differently from seller to seller.  Each seller should set its own policies regarding returns and refunds, and these policies should be displayed on each seller’s policies page.  If there is a problem with an order, you should contact the seller first.  If you have issues with an order and are unable to resolve it directly with the seller, please file a claim with Edibly at support@edibly.co.  Edibly will work with the buyer and the seller to resolve the issues. If a buyer does not file a claim, Edibly cannot get involved.   

Buyers are responsible for carefully reading the description of items before making a purchase. All sales are binding. The seller is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of the seller’s listing (such as payment method), or (b) the seller cannot authenticate the buyer’s identity. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance.

The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. Seller’s may not alter the item’s price after a sale for the purpose of avoiding Edibly transaction fees, misrepresent the item’s location, or use another user’s account without permission.  

If a seller chooses to use Edibly’s discount shipping methods, such seller must enter accurate weights and measurements for each applicable product to ensure that customers are charged the applicable shipping fees.  If a seller enters an inaccurate weight or measurement or otherwise makes an error when entering the shipping information, and Edibly is assessed shipping fees in excess of those that were paid by the applicable customer, Edibly reserves the right to seek reimbursement from such seller.  Edibly may obtain reimbursement of any amounts owed by such seller to Edibly by deducting from future payments owed to the seller, reversing any credits to the seller, charging the seller’s credit card on file, or seeking reimbursement from such seller by any other lawful means, including collections. Each seller authorize us to use any or all of the foregoing methods to seek reimbursement, including the charging of such seller’s credit card or debiting from such seller’s checking account.

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Web Site and any Edibly service and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. Each seller shall be deemed the merchant for all sales made through the Web Site. As the seller, you are responsible for determining whether sales, use or similar taxes apply to the transaction and to collect, report and remit the correct tax to the appropriate tax authority. You agree that Edibly is not obligated to determine whether sales, use or similar taxes apply and is not responsible to collect, report or remit any sales, use or similar taxes arising from any transaction. Notwithstanding the foregoing, in the event Edibly is required or consents to enter into an agreement with any governmental authority to remit actual or estimated sales or use tax of any kind, you agree to indemnify, defend and hold harmless Edibly for any such remittances, penalties or liabilities incurred as a result of your failure to remit such taxes.

To the extent you are accessing any portion of the Web Site requiring a login ID or a password, you are responsible for all use of the Web Site made using your login ID and password, whether or not the use is made by you or someone else using that information. You are responsible for protecting and securing your login ID and password from unauthorized use, and you agree to indemnify Edibly and its members, managers, officers, agents, and affiliates against all loss or damage arising from such unauthorized use. If you believe there has been a breach of security of your login ID or password, you agree to notify us immediately.

  1. Prohibited, Questionable and Infringing Items and Activities.

You are solely responsible for your conduct and activities on and with regard to Edibly and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, “Content”) that you submit, post, and display on Edibly.

Your Content and your use of Edibly shall not: (i) be false, inaccurate or misleading; (ii) be fraudulent or involve the sale of illegal, counterfeit or stolen items; (iii) infringe upon any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy; (iv) violate this Agreement, any site policy or guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (v) involve any countries, entities, individuals or items prohibited by sanctions, embargoes, regulations or orders administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) or other government agencies; (vi) contain items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall; (vii) be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Edibly staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device; (viii) interfere with a seller’s business or shop; (ix) take any action that may undermine online reviews or feedback; (x) be obscene or contain child pornography; (xi) contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (xii) host images not part of a listing; (xiii) modify, adapt or hack Edibly or modify another website so as to falsely imply that it is associated with Edibly; (xiv) appear to create liability for Edibly or cause Edibly to lose (in whole or in part) the services of Edibly’s ISPs or other suppliers; or (xv) link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement, the Privacy Policy, or other policy documents as posted on Edibly.

Furthermore, you may not list any item on Edibly (or consummate any transaction that was initiated using Edibly’s service) that, by paying to Edibly the listing fee or the final value fee, could cause Edibly to violate any applicable law, statute, ordinance or regulation, or that violates the Terms of Use.

Users are also prohibited from violating or attempting to violate the security of the Web Site. More specifically, you are prohibited from doing any of the following: (i) accessing data not intended for you or logging into a server or account that you are not authorized to access; (ii) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measure; (iii) attempting to interfere with Web Site service, including submitting a virus, overloading, “flooding”, “spamming”, “mailbombing” or “crashing”; (iv) using any robot, spider, scraper or other automated means to access Edibly for any purpose whatsoever, except without Edibly’s prior express written permission; or (v) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liabilities. Edibly reserves the right to investigate such violations, and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

Edibly empowers small producers of homegrown and artisan-crafted food products to open their own online store and sell directly to customers.  As such, third party products (i.e., the sale of products by an agent for a third party) are not permitted on the Web Site.  Additionally, to ensure that sellers promote Edibly’s mission to empower small producers of homegrown and artisan-crafted food products, Edibly reserves the right to immediately prevent or restrict access to the Web Site to sellers that, in Edibly’s sole discretion, do not promote or are in conflict with this mission.

  1. User Content.

Edibly does not claim ownership rights in your Content. You hereby grant Edibly a license solely to enable Edibly to use any information or Content you supply Edibly with, so that Edibly is not violating any rights you might have in that Content. You grant Edibly a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Edibly to store, translate, or re-format your Content on Edibly and display your Content on Edibly in any way Edibly chooses. Edibly will only use personal information in accordance with Edibly’s Privacy Policy.

As part of a transaction, you may obtain personal information, including email address and shipping information, from another Edibly user. Without obtaining prior permission from the other user, this personal information shall only be used for that transaction or for Edibly-related communications. Edibly has not granted you a license to use the information for unsolicited commercial messages or unauthorized transactions. Without limiting the foregoing, without express consent from the user, you are not licensed to add any Edibly user to your email or physical mailing list. For more information, see Edibly’s Privacy Policy.

Edibly does not control the Content provided by users that is made available on Edibly. You may find some Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using Edibly, you agree to accept such risks and that Edibly (and Edibly’s officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on Edibly. Please use caution, common sense, and practice safe buying and selling when using Edibly.

By posting Content on Edibly, it is possible for an outside website or a third party to re-post that Content. You agree to hold Edibly harmless for any dispute concerning this use. If you choose to display your own Edibly-hosted image on another website, the image must provide a link back to its listing page on Edibly.

Any unsolicited suggestions, ideas, proposals or other material submitted to it by users on the Web Site (other than the Content and the tangible items sold on the Web Site, by users) (collectively, the “Material”) will be considered non-confidential and non-proprietary, and Edibly shall not be liable for the disclosure or use of such Material. If, at Edibly’s request, any member sends Material to improve the Web Site (for example through the Forums or to customer support), Edibly will also consider that Material to be non-confidential and non-proprietary and Edibly will not be liable for use or disclosure of the Material. Any communication by you to Edibly is subject to this Agreement. You hereby grant and agree to grant Edibly, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the application programming interface offered through the Web Site, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.

When you submit postings, images, comments, or other content to the Web Site, you grant us a limited, non-exclusive, royalty-free, transferable right and license to copy, use, distribute, reproduce, modify, display, perform, create derivative works from, store and otherwise use such content, in any media known now or in the future, and you represent that you have sufficient rights in the content to make this grant. 

  1. Edibly’s Intellectual Property.

Edibly and other Edibly graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Edibly, Inc. in the U.S. and/or other countries. Edibly’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.

  1. Third Party Services and Links to Third-Party Web Sites.

The Web Site may permit you to link to other websites, services, or resources on the Internet (collectively, “Third-Party Sites), and other websites, services or resources may contain links to the Web Site. When you access Third-Party Sites, you do so at your own risk. The Web Site may also provide hyperlinks to Third-Party Sites as a convenience to users of the Web Site, including without limitation links to sites of Third Party Providers. Edibly does not control Third-Party Sites, and is not responsible for the contents or activities of any Third Party Sites or any hyperlinks contained therein. Edibly does not endorse, recommend, or approve any Third-Party Site. You further acknowledge and agree that Edibly shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, or services available on or through any such Third-Party Sites.

  1. Breach.

Without limiting any other remedies, Edibly may, without notice, and without refunding any fees, delay or immediately remove Content, warn Edibly’s community of a user’s actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user’s account privileges, terminate a user’s account, prohibit access to the Web Site, and take technical and legal steps to keep a user off the Web Site and refuse to provide services to a user if any of the following apply: Edibly suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached these Terms of Use, the Privacy Policy, Edibly guidelines, a Customer Agreement, or other policy documents incorporated herein; Edibly is unable to verify or authenticate any of your personal information or Content; or Edibly believes that a user is acting inconsistently with the letter or spirit of Edibly’s policies, has engaged in improper or fraudulent activity in connection with Edibly or the actions may cause legal liability or financial loss to Edibly’s users or to Edibly.

Edibly reserves the right to suspend and/or terminate a person’s account or any accounts held by that person by virtue of association, including all usernames under which that person operates on Edibly for any reason in its sole discretion.

  1. 9. Refusal of Service.

Edibly reserves the right to refuse service to any person or entity for any reason in its sole discretion.

  1. Children’s Issues.

The Web Site is not directed for use by children under eighteen (18) years of age without adult supervision. Children under such age must not use the Web Site or services offered on it without adult supervision, and are not permitted to become members of the Web Site or to otherwise submit any personally identifiable information. By visiting or using the Web Site or accepting these Terms of Use, you represent and warrant to Edibly that you have reached the age of majority in your jurisdiction, and that you have the right, authority, and capacity to agree to and abide by these Terms of Use.

  1. No Representations or Warranties; Limitations on Liability.

            The information and materials on the Web Site could include technical inaccuracies or typographical errors. Changes are periodically made to the information contained therein. EDIBLY AND/OR ITS AGENTS OR AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY INFORMATION, MATERIALS OR GRAPHICS ON THE WEB SITE, ALL OF WHICH IS PROVIDED ON A STRICTLY “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES WITH REGARD TO ANY INFORMATION, MATERIALS OR GRAPHICS ON THE WEB SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM EDIBLY SHALL CREATE ANY WARRANTY.

UNDER NO CIRCUMSTANCES SHALL EDIBLY OR ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES, OR EDIBLY’S SUPPLIERS BE LIABLE UNDER ANY THEORY OF RECOVERY, AT LAW OR IN EQUITY, FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, SPECIAL, DIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF USE OR LOST PROFITS), ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THE USE OF INFORMATION OR SERVICES, OR THE FAILURE TO PROVIDE INFORMATION OR SERVICES, FROM THE WEB SITE, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

EDIBLY’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF EDIBLY’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO EDIBLY IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.

If you are a California resident, you waive, to the extent applicable, California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

  1.        Indemnification.

            You agree to indemnify, defend and hold harmless Edibly, and its officers, managers, members, employees, agents, and affiliates, and their respective successors and assigns, from and against any and all loss, costs, expenses (including reasonable attorneys’ fees and expenses), claims, damages and liabilities related to or associated with your use of the Web Site or your violation of any of these Terms of Use.

  1. No Guaranty.

Edibly does not guarantee continuous, uninterrupted access to the Web Site, and operation of the Web Site may be interfered with by numerous factors outside Edibly’s control.

  1. No Agency.

You and Edibly are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

  1.  Governing Law and Jurisdiction.

            These Terms of Use constitute a contract made under, and shall be governed by and construed in accordance with, the laws of the State of Ohio. Any dispute related to these Terms of Use or the Web Site will be submitted to binding arbitration in Cleveland, Ohio, pursuant to the Commercial Arbitration Rules of the American Arbitration Association; provided, however, that either party may seek preliminary injunctive or other equitable relief pending arbitration to prevent irreparable harm. Any dispute you may have with respect to the Web Site or these Terms of Use must be commenced by you within one year after it arises.

  1. Changes to These Terms of Use.

            These Terms of Use were last updated on May 6, 2016. Edibly reserves the right in its sole discretion to improve, modify or remove any information or Content appearing on the Web Site. Edibly may discontinue or revise any or all aspects of the Web Site in its sole discretion and without prior notice. Without limiting the foregoing, Edibly reserves the right to change the Terms of Use under which this Web Site or mobile applications are offered at any time. We encourage you to periodically review this page to become aware of any changes. When you log-in or otherwise continue to use the Web Site, you will be using the Web Site subject to these Terms of Use (as updated). To the extent that any modification to these Terms of Use is deemed invalid or ineffective, for any reason, the terms and conditions of these Terms of Use as in effect immediately prior to such modification shall remain in effect and shall be controlling.

  1. Entire Agreement.

These Terms of Use, including the documents referenced by and incorporated into this document, constitute the entire agreement between you and Edibly, and such Terms of Use govern your use of our Web Site, superseding all prior or contemporaneous agreements, understandings, or representations. You also may be subject to additional terms, conditions, and agreements concerning your use of specific Edibly products and services (in each case, a “Customer Agreement”). In the event of any conflict or ambiguity between these Terms of Use and your specific Customer Agreement, the terms of your Customer Agreement will prevail.

  1. Contact Information.

           Questions or comments regarding the Web Site or these Terms of Use should be sent by e-mail to support@edibly.co or by U.S. mail to Edibly, Inc., 46 Haywood Street, Suite 252, Asheville, NC 28801. You can also submit a comment through the “contact us” portion of our Web Site.