Terms & Conditions

Introduction

This User Agreement and all policies and additional terms posted on and in our sites, applications, tools and services set out the terms on which HNF Foods offers you access to and use of our Services at Shoporganik.com. You agree to comply with all terms of this User Agreement when accessing or using our Services.

The entity you are contracting with is HNF Foods Inc. 1 Gateway Plaza, Suite 2600, Newark, NJ 07102, USA if you reside in the United States; HNF Foods Ltd. Cobden Street, Salford, Manchester, M6 6NA, United Kingdom if you reside in the UK, if you reside in any other country. In this User Agreement, these entities are individually and collectively referred to as "HNF Foods" "we," or "us."

Please be advised that this User Agreement contains provisions that govern how claims you and we have against each other are resolved (see "Disclaimer of Warranties; Limitation of Liability" and "Legal Disputes" provisions below). It also contains an Agreement to Arbitrate which will, with limited exception, require you to submit claims you have against us or our agents to binding and final arbitration, unless you opt out of the Agreement to Arbitrate.0020If you do not opt out: (1) you will only be permitted to pursue claims against us or our agents on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

 

About shoporganik.com

Shoporganik.com is a marketplace owned and managed by HNF Foods that allows users to offer, sell and buy just about anything in a variety of pricing formats and locations. The actual contract for sale is directly between the seller and buyer. HNF Foods is not a party to the transaction, and it is not a seller.

 

Any guidance we provide as part of our Services, such as pricing, shipping, listing, and sourcing is solely informational, and you may decide to follow it or not. Also, while we may help facilitate the resolution of disputes through various programs, HNF Foods has no control over and does not guarantee: the existence, quality, safety or legality of items advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.

 

Using Shoporganik.com

 

In connection with using or accessing our Services you agree to comply with this User Agreement, our policies, our terms, and all applicable laws, rules, and regulations, and you will not:

 

• post, list or upload content or items in inappropriate categories or areas on our sites;
• breach or circumvent any laws, regulations, third-party rights or our systems, Services, policies, or determinations of your account status;
• use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under economic or trade sanctions;
• fail to pay for items purchased by you, unless you have a valid reason as set out in an HNF Foods policy.
• fail to deliver items sold by you, unless you have a valid reason as set out in an HNF Foods policy, for example, the buyer fails to comply with the posted terms in your listing or you cannot contact the buyer;
• manipulate the price of any item or interfere with any other user's listings;
• post false, inaccurate, misleading, deceptive, defamatory, or libelous content;
• take any action that may undermine the feedback or ratings systems;
• transfer your shoporganik.com account (including Feedback) and user ID to another party without our consent;
• distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
• distribute viruses or any other technologies that may harm shoporganik.com or the interests or property of users;
• use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of shoporganik.com ;
• interfere with the functioning of our Services, such as by imposing an unreasonable or disproportionately large load on our infrastructure;
• export or re-export any shoporganik.com application or tool, except in compliance with the export control laws, and rules and policies of any relevant jurisdictions;
• infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to HNF Foods. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to HNF Foods or someone else;
• infringe any Intellectual Property Rights that belong to third parties affected by your use of our Services or post content that does not belong to you;
• commercialize any shoporganik.com application or any information or software associated with such application, except with the prior express permission of HNF Foods;
• harvest or otherwise collect information about users without their consent; or

circumvent any technical measures used to provide our Services.

Sellers must meet shoporganik.com minimum performance standards. Failure to meet these standards may result in HNF Foods charging you additional fees, and/or limiting, restricting, suspending, or downgrading your seller account.

 

If we believe you are abusing shoporganik.com sites and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.

 

If we believe you are violating our policies prohibiting Offers to buy or sell outside of shoporganik.com, you may be subject to a range of actions, including limits on your buying and selling privileges, restrictions on listings and account features, suspension of your account, application of fees, and recovery of expenses for policy monitoring and enforcement. If you are a seller and you offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of shoporganik.com, you may be liable to pay a final value fee applicable to that item, even if the item does not sell.

 

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

 

 

 

Policy Enforcement

 

When a buyer or seller issue arises, we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both buyers and sellers. The foregoing does not limit or impair our right to refuse, modify, or terminate all or part of our Services to anyone, or to terminate this agreement with anyone, for any reason at our discretion

 

Fees and Taxes

 

The fees we charge for using our Services are listed on our Selling fees pages. We may change our seller fees from time to time by posting the changes on shoporganik.com 14 days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees.

 

If you are a seller, you are liable for transaction fees arising out of all sales made using some or all of our Services, even if sales terms are finalized or payment is made outside of shoporganik.com. In particular, if you offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of shoporganik.com, you may be liable to pay a final value fee applicable to that item, even if the item doesn't sell, given your usage of our Services for the introduction to a buyer.

 

You must have a payment method on file when selling through our Services and pay all fees and applicable taxes associated with our Services by the payment due date. If your payment method fails or your account is past due, we may collect amounts owed by charging other payment methods on file with us, retain collection agencies and legal counsel, suspend or limit Services, and for accounts over 60 days past due, request that PayPal deduct the amount owed from your PayPal account balance. In addition, you will be subject to late fees. HNF Foods, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report.

 

In any jurisdiction where HNF Foods has an obligation to collect sales taxes on sales you make using our Services, we may collect such sales taxes from you via the payment method on file under the terms of the Billing Agreement or via any other means available to us.

 

Seller fees don't purchase exclusive rights to item exposure on our Services. We may display third-party advertisements (including links and references thereto) or other content in any part of our Services, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, sellers.

 

Listing Conditions

 

When listing an item for sale on our Services, you agree to comply with HNF Foods’s Listing policies and Selling practices policy and also agree that:

 

• You assume full responsibility for the item offered and the accuracy and content of the listing,
• Your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances). HNF Foods can't guarantee exact listing duration,
• Your fixed-price listings may renew automatically every calendar month, based on the listing terms at the time, until all quantities sell or the listing is ended by you or HNF Foods, in its sole discretion,
• The content you provide complies with all our listing policies, including the Images and text policy,
• Content that violates any of HNF Foods’ policies may be modified, obfuscated, or deleted at HNF Foods’ sole discretion,
• We may revise product data associated with listings to supplement, remove, or correct information,
• We strive to create a marketplace where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:
  • buyer's location, search query, browsing site, and history;
  • item's location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query;
  • seller's history, including listing practices, Detailed Seller Ratings, HNF Foods policy compliance, Feedback, and defect rate; and
  • number of listings matching the buyer's query,
• To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer,
• Some advanced listing upgrades will only be visible on some of our Services,
• HNF Foods’ Duplicate listings Policy may also affect whether your listing appears in search results,
• Metatags and URL links that are included in a listing may be removed or altered so as to not affect third-party search engine results,
• We may provide you with optional recommendations to consider when creating your listings. Such recommendations may be based on the aggregated sales and performance history of similar sold and current listings; results may vary for individual listings. To drive the recommendations experience, you agree that we may display the sales and performance history of your individual listings to other sellers,
• For items listed in certain categories, subject to certain programs, and/or offered or sold at certain price points, HNF Foods may require the use of certain payment methods, subject to our Payments methods policy. For example, for inventory covered by authentication services, buyer and sellers may be subject to escrow and/or payment handling requirements,
• You will not sell and will promptly remove all listings for any product recalled by a manufacturer or governmental agency if the sale of the product is prohibited by law or regulation or the product poses a health or safety hazard as specified by any governmental agency. HNF Foods has no responsibility or liability for the safety or performance of any product that you list or sell through the Services, including any product that is subject to a recall. You are solely responsible for any non-conformity or defect in, or compliance with any public or private recall of any product you list or sell through the Services.

 

Purchase Conditions

 

When buying an item on our Services, you agree to the Rules and policies for buyers and that:

 

You are responsible for reading the full item listing before committing to buy.

You enter a legally binding contract to purchase an item when you commit to buy an item.

We do not transfer legal ownership of items from the seller to you,

Utah Code Annotated § 70A-2-401(2) and Uniform Commercial Code § 2-401(2) apply to the transfer of ownership between the buyer and the seller, unless the buyer and the seller agree otherwise.

 

Placing an Order

 

Order Acceptance and Billing

You represent and warrant that you have the right to use any credit card or other means of payment that you provide to us. By providing payment card information to us, you authorize us to store and use the card as a payment method for purchases made through your shoporganik.com account, including on HNF Foods affiliated sites and properties which you access via your shoporganik.com account credentials. HNF Foods participates in account update services offered by some banks. If your bank participates in account updater services, these services will automatically update your card number or expiration date in our system when it changes. If you do not want to have your cards automatically updated, you can opt out of these services by contacting your issuing bank. All billing information you provide to us must be truthful and accurate. Providing any untruthful or inaccurate information is a breach of these Terms of Use and may result in cancellation of your order. Prior to accepting an order we may also request additional information from you. Verification of information may be required prior to the acknowledgment or completion of any purchase. We reserve the right to refuse or cancel an order for any reason including limitations on quantities available for purchase, inaccuracies, or errors in product or pricing information, or problems identified by our credit and fraud avoidance department. If your order is canceled after your credit card (or other payment account) has been charged, we will issue a credit to your credit card (or other applicable payment account) in the amount of the charge. We will attempt to contact you if all or any portion of your order is canceled or if additional information is required to accept your order. HNF Foods may request a pre-authorization for some orders placed online with a credit or debit card. This pre-authorization will not be billed to you; however, your card issuer may hold this amount for a short period. Your card issuer determines the length of time the pre-authorization is held. We do this to ensure that the card details are still valid and that you have sufficient funds to complete the transaction.

 

By confirming your purchase at the end of the checkout process, you agree to accept and pay for the Products, as well as all shipping and handling charges and applicable taxes. You will not be charged for most orders until the order has shipped. Some exceptions (when you will be charged at the time your order is placed) are: (i) orders or preorders paid for with a Gift Card, eGift Card, or PayPal account; and (ii) orders paid using the in-store “Cash” payment method.

 

HNF Foods reserves the right, including without prior notice, to limit the quantity of items purchased per person, per household, or per order for any reason. We will attempt to notify you should such limits be applied. HNF Foods also reserves the right, at our sole discretion, to prohibit sales to dealers or resellers. For purposes of these Terms of Use, “reselling” will be defined as purchasing or intending to purchase any Product(s) from HNF Foods for the purpose of engaging in a commercial sale of the same Product(s) to a third party.

 

In addition to any other remedies available to it, HNF Foods may in its sole discretion restrict or terminate your account, or cancel or refuse orders for violations of, or abuse of the HNF Foods returns policy.

 

Pricing Information; Availability

HNF Foods cannot confirm the price or availability of an item until after your order is placed. Pricing or availability errors may occur on Shop Organik Sites or through Marketplace Retailers. The receipt of an order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a Product. HNF Foods reserves the right to cancel any orders containing pricing or availability errors, with no further obligations to you, even after your receipt of an order confirmation or shipping notice from HNF Foods. HNF Foods may, at its discretion, either contact you for instructions or cancel your order and notify you of such cancellation. Pricing for products may be different on the Shop Organik Sites.

 

Promotional Codes

Promotional codes are limited in nature and may expire or be discontinued with or without notice. Promotional codes are void where prohibited by law. Promotional codes may not be copied, sold, or otherwise transferred. They are not redeemable for cash and are subject to cancellation or change at any time for any reason without notice. We reserve the right in our discretion to impose conditions on the offering of any promotional code.

 

Gift Cards

The risk of loss and title to any gift cards passes to the purchaser upon our electronic transmission to the recipient or delivery to the carrier, whichever is applicable. Your purchase and use of gift cards is subject to the full terms and conditions related to gift cards.

 

Shipping and Delivery

Products will be shipped to an address designated by you, if applicable, so long as such address is complete and complies with the shipping restrictions contained on the Shop Organik Sites. All transactions are made pursuant to a shipping contract, and, as a result, risk of loss and title for Products pass to you upon delivery of the Products to the carrier.

 

Delivery of Products purchased from the Shop Organik Sites to addresses outside the United States is limited. Some Products also have restricted delivery within the United States. Estimated delivery times are determined based on the method of shipping chosen when Products are purchased and the destination of the Products.

 

Export Policy

You acknowledge that (a) goods licensed or sold on the Shop Organik Sites, and (b) any software or technology purchased, downloaded, or used from the Shop Organik Sites, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received, and you agree to comply with all applicable laws. You agree, represent, and warrant that no Materials will be accessed from, downloaded in, released in, carried to, transferred to, transshipped through, exported to, or re-exported (collectively “transferred”) to any territory (or national resident thereof), person, entity, or organization to which such Materials could not be transferred directly from the United States or by a U.S. person without a license, including without limitation to any person on the U.S. Treasury Department’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List.

 

HNF Foods Marketplace

HNF Foods operates an online marketplace program on the Shop Organik Sites which enables Marketplace Retailers to sell their products and once an order is placed, to ship such Marketplace Retailers’ products directly to the customer. Any use of the HNF Foods Marketplace is subject to the following additional terms:

 

When we say “Marketplace Retailer,” we mean any entity or retailer that sells goods or services in the Marketplace through the Shop Organik Sites, uses any order processing, fulfillment, shipping, or other services related to the HNF Foods Marketplace provided by or for HNF Foods, or uses any platform, portal, web service, application, interface, or other tool provided by or for HNF Foods in connection with the HNF Foods Marketplace.

By purchasing a product from any of our Marketplace Retailers, you acknowledge that all HNF Foods Marketplace orders will be fulfilled by the third party Marketplace Retailer and not HNF Foods. The Marketplace Retailer) will be responsible for all processing, shipping, returns, and customer service related to your Marketplace order. Products purchased from a Marketplace Retailer can only be returned to that Marketplace Retailer in accordance with its return policy. Each Marketplace Retailer’s shipping information, return policy, customer service information, and Marketplace Privacy Policy can be found on that Marketplace Retailer’s Seller Information page.

To the fullest extent provided by applicable law, HNF Foods has no responsibility or liability for any Marketplace Retailer, their products, or representations.

 

Content

 

When you provide content using our Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of our Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that content against Hnf Foods, our assignees, our sublicensees, and their assignees in connection with our, those assignees', and those sublicensees' use of that content in connection with our provision, expansion, and promotion of our Services.

 

You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this User Agreement. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this User Agreement, does not and will not infringe any Intellectual Property Rights of any third party. HNF Foods takes no responsibility and assumes no liability for any content provided by you or any third party.

 

We offer product data (including images, descriptions and specifications) that are provided by third parties (including Shop Organik

 users). You may use that content solely in your Shop Organik listings. HNF Foods may modify or revoke that permission at any time in our sole discretion. The product data includes copyrighted, trademarked and other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings in the product data and not to create any derivative works based on that data (other than by including the data in your listings).

 

We try to offer reliable product data, but cannot promise that the content provided through our Services will always be available, accurate, complete, and up-to-date. You agree that HNF Foods is not responsible for examining or warranting the listings or content provided by third parties through our Services, and that you will not attempt to hold us or our data providers liable for inaccuracies.

 

The name "Shop Organik" and other Shop Organik marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of Shop Organik in the U.S. and other countries. They may not be used without the express written prior permission of HNF

Foods.

 

Holds and Restricted Funds

 

To protect HNF Foods from risk of liability for your actions as a seller, HNF Foods has at times recommended, and may continue to recommend, that PayPal restrict access to funds in a seller's PayPal account based on certain factors, including, but not limited to, selling history, seller performance, returns, riskiness of the listing category, transaction value, or the filing of HNF Foods Money Back Guarantee case. This may result in PayPal restricting funds in your PayPal account.

 

In connection with managed payments as described in Section 14, we may also restrict seller access to funds based on the factors described in the Payments Terms of Use.

 

Authorization to Contact You; Recording Calls; Analyzing Message Content

 

HNF Foods may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you. HNF Foods may also contact you using autodialed or prerecorded calls and text messages for marketing purposes (e.g., offers and promotions), if you consent to such communications. Our collection, use, disclosure, retention, and protection of your personal information is governed by the User Privacy Notice. As described in our User Privacy Notice, HNF Foods may collect other telephone numbers for you and may place manual non-marketing calls to any of those numbers and autodialed non-marketing calls to any landline. Standard telephone minute and text charges may apply and may include overage fees if you have exceeded your plan limits. If you do not wish to receive such communications, you may change your communications preference at any time.

 

HNF Foods may share your telephone number with its authorized service providers as stated in our User Privacy Notice. These service providers may contact you using autodialed or prerecorded calls and text messages, only as authorized by HNF Foods to carry out the purposes identified above.

 

HNF Foods may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with HNF Foods or its agents for quality control and training purposes, or for its own protection.

 

HNF Foods automated systems scan and analyze the contents of every message sent through its messages platform, including messages between users, to detect and prevent fraudulent activity or violations of User Agreement, including the incorporated terms, notices, rules, and policies. This scanning and analysis may occur before, during, or after the message is sent, or while in storage, and may result in your message being delayed or withheld. HNF Foods may store message contents, including to conduct this scanning and analysis.

 

If HNF Foods provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to our Services. Additionally, you may not use user information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

 

Additional Terms

Returns and Cancellations

Sellers can create rules to automate replacements, returns, and refunds under certain circumstances. For all new sellers, in listings where returns are accepted, HNF Foods will set a default rule that automates the return process. Sellers may remove or customize their return preferences in their account settings. Where settings have been set to automatically accept requests for returns or replacements, a return shipping label will be provided to your buyer. You agree to comply with our returns policy.

 

When an item is returned, to refund the buyer, you (as seller) authorize HNF Foods to request that PayPal remove the refund amount (in same or other currency) from your PayPal account, place the amount on your invoice, and/or charge your payment method on file.

 

The cost of return shipping for an item that is not as described is the seller's responsibility.

 

You (as seller) authorize HNF Foods to place the return shipping label cost on your invoice, subject to your automatic payment method on file when:

 

• HNF Foods generated return shipping label is used, and the seller is responsible for its cost;
• Returns have been automated;
• You fail to send your buyer a return shipping label and, instead, HNF Foods generated shipping label is used; and/or
• A transaction is cancelled, and to refund the buyer, you (as seller) authorize HNF Foods to request that PayPal remove the refund amount (in same or other currency) from your PayPal account. See canceling a transaction for more details.

 

Disclaimer of Warranties; Limitation of Liability

 

We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services.  You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

 

In addition, to the extent permitted by applicable law, in no event will HNF Foods be liable to you or any third party under any claim at law or in equity for any consequential damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages), and all such damages or losses are expressly excluded by this agreement whether or not they were foreseeable or HNF Foods was advised of such damages or losses. Without limiting the generality of the foregoing, we are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:

 

• the content you provide (directly or indirectly) using our Services;
• your use of or your inability to use our Services;
• pricing, shipping, format, or other guidance provided by HNF Foods;
• delays or disruptions in our Services;
• viruses or other malicious software obtained by accessing or linking to our Services;
• glitches, bugs, errors, or inaccuracies of any kind in our Services;
• damage to your hardware device from the use of any HNF Foods Service;
• the content, actions, or inactions of third parties, including items listed using our Services or the destruction of allegedly fake items;
• a suspension or other action taken with respect to your account or breach of the Abusing HNF Foods Section above;
• the duration or manner in which your listings appear in search results as set out in the Listing Conditions Section above; or
• your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement or our policies.

 

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of any amounts due to the price the item sold for on HNF Foods (including any applicable sales tax) and its original shipping costs, the amount of fees in dispute not to exceed the total fees, which you paid to us in the 12 months prior to the action giving rise to the liability, or $100.

 

Release

 

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

 

Indemnity

 

You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of our Services or your breach of any law or the rights of a third party.

 

Disputes & Arbitration; Applicable Law

 

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. Using or accessing the HNF Foods’s Sites constitutes your acceptance of this Arbitration provision. Please read it carefully as it provides that you and HNF Foods will waive any right to file a lawsuit in court or participate in a class action for matters within the terms of the Arbitration provision.

 

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND HNF FOODS, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT HNF FOODS AND YOU ARE EACH WAIVING THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

 

The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the arbitrator. The arbitrator’s decision will follow the terms of these Terms of Use and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms of Use, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms of Use will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.

 

These Terms of Use will be governed by and construed under the laws of the United States (including federal arbitration law) and the State of California, without regard to conflicts of law principles.

 

Termination

 

These Terms of Use are effective unless and until terminated by either you or HNF Foods. You may terminate these Terms of Use at any time, provided that you discontinue any further use of the Shop Organik Sites. We also may terminate these Terms of Use at any time and may do so immediately without notice, and deny you access to HNF Foods’s Sites, if in our sole discretion you fail to comply with any term or provision of these Terms of Use. Upon any termination of these Terms of Use by either you or HNF Foods, you must promptly destroy all Materials and other Content downloaded or otherwise obtained from the Shop Organik sites, as well as all copies of such Content, whether made under these Terms of Use or otherwise.

 

22. General

These Terms of Use represent the complete agreement and understanding between you and HNF Foods and supersede all prior agreements and representations between the parties with respect to the subject matter of these Terms of Use. These Terms of Use do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and HNF Foods. Headings used in these Terms of Use are for reference purposes only and in no way define or limit the scope of the section. If any provision of these Terms of Use is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable and the other terms of these Terms of Use will remain in full force and effect. The failure of HNF Foods to act with respect to a breach of these Terms of Use by you or others does not constitute a waiver and will not limit HNF Foods’ rights with respect to such breach or any subsequent breaches. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms of Use without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms of Use without restriction. Any use of the term “including” or variations thereof in these Terms of Use shall be construed as if followed by the phrase “without limitation.” Notices to you (including notices of changes to this these Terms of Use) may be made via posting to the Shop Organik Sites or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.