The following Terms and Conditions of Use are a legal agreement (“Agreement”) between you and Everfresh Farms, Inc., its affiliates, employees, members, stockholders, agents, and partners (“Company”).  These terms and conditions apply to your membership, subscription, purchase of produce and use of the Site, no matter how you access the Site, including but not limited to, through social networking services, mobile applications, or third-party links. By accessing, browsing and/or otherwise using this web site (“Site”), you acknowledge that you have read, understood and agreed to be bound by these terms and conditions, and to comply with all applicable laws and regulations.  If you do not agree to all of the terms and conditions contained herein, you may not access, browse and/or use this Site.  Any new or different terms supplied by you are specifically rejected by the Company, unless the Company has agreed to them in a signed written document specifically including those new or different terms.  The material provided on this Site is protected by law, including, but not limited to, United States copyright law and international treaties.

This Agreement applies to your access to and use of this Site, your Subscription and purchase of produce from the Site and does not alter in any way the terms and conditions of any other agreement that you may have with Company, unless otherwise directed by Company.  If you breach any of these terms and conditions of use, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials and discontinue use of any hyperlinks to this Site.

The Site also allows our users (“Users”) to create individual profiles, which can include personal information. Please understand that all information submitted on the Site might potentially be publicly accessible.  Important and private information should be protected by you.  Please review our Privacy Policy which sets forth how we handle and use your information. Except as may otherwise be set forth in our Privacy Policy, we are not liable for protection of privacy of electronic mail or other information transferred through the internet or any other network provider that you may use.

 

USE RESTRICTIONS

Copyright.  All Site materials, including, without limitation, text, pictures, graphics and other files and the selection and arrangement thereof are copyrighted materials of Company, ALL RIGHTS RESERVED, or by the original creator of the material.  Permission is granted to display, copy, distribute, and download the materials on this Site for personal, noncommercial use only, provided that you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials.  You may not, however, distribute, copy, reproduce, display, republish, download, or transmit any material on this Site for commercial use without prior written approval of Company.  You may not “mirror” any material contained on this Site on any other server without prior written permission from Company.  Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

Trademarks.  The trademarks, service marks, trade names, and logos (the “Trademarks”) used and displayed on this Site may be registered and unregistered Trademarks of Company or of a third party who has granted the Company permission to use the Trademarks.  In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of Company, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Company.  You acknowledge that the Trademarks used and displayed on this Site are and shall remain the sole property of Company or the Trademark owner.  Nothing in this Agreement shall confer any right of ownership of any of the Trademarks on you.  Further, nothing in this Site shall be construed as granting, by implication, estoppel or otherwise any license or right to use any Trademark used or displayed on the Site, without the express written permission of Company or the Trademark owner.  The misuse of the trademarks displayed on this Site, or any other content on the Site, is strictly prohibited.

Hyperlinks.  You are granted a limited, nonexclusive right to create a “hypertext” link to this Site provided that such link is to the entry page of this Site and does not portray Company or any of its produce or services in a false, misleading, derogatory, or otherwise defamatory manner.  This limited right may be revoked at any time for any reason whatsoever.  You may not use framing techniques to enclose any Company trademark, logo or trade name or other proprietary information including the images found at the Site, the content of any text or the layout/design of any page or any form contained on a page without Company’s express written consent.  Any links to third party sites on this Site are provided solely as convenience to you.  If you use these links, you will leave this Site.  Company has not reviewed all of these third party sites and does not control and is not responsible for any of these sites, their content or their policies, including, without limitation, privacy policies or lack thereof.  Company does not endorse or make any representations about third party sites or any information, software or other products or materials found there, or any results that may be obtained from using them.  If you decide to access any of the third party sites linked to this site, you do so entirely at your own risk.  You acknowledge and agree that Company 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 such third party sites.

Limited Access.  Except as otherwise expressly permitted by Company, any access or attempt to access other areas of the Company computer system or other information contained on the system for any purposes is strictly prohibited.  You agree that you will not use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” or copy the web pages on the Site or the content contained therein without Company’ prior, express, and written permission.  You will not spam or send unsolicited e-mail to any other user of the Site for any reason.  You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site.  You agree that you will not take any action that imposes an unreasonable or disproportionately large load on Company’s infrastructure.

Additional Use Restrictions.  You shall not post, transmit, e-mail, re-transmit or store material on or through any of the goods or services provided by Company which, in the sole judgment of the Company: (i) is in violation of any local, state, federal or non-United States law or regulation, (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, "Persons") or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for use by you.  You shall be responsible for determining what laws or regulations are applicable to its use of the goods and services.  In addition, you may only use the Site in a manner that, in the Company's sole judgment, is consistent with the purposes of the goods or services provided by the Company.  If you are unsure of whether any contemplated use or action is permitted, please contact the Company.  By way of example, and not limitation, the following uses described below of the Site are expressly prohibited:

1. upload, post, e-mail or otherwise transmit any information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (collectively, “Content”) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
2. harm minors in any way, including for the purpose of exploiting, or attempting to exploit minors by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
3. impersonate any person or entity, including, but not limited to, a Company official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Site or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);
5. upload, post, e-mail or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements;
6. upload, post, e-mail or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
7. upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas of the Site, if any, that are designated for such purpose;
8. upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
9. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Site are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
10. interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
11. intentionally or unintentionally violate any applicable local, state, national or international law (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
12. “stalk" or otherwise harass another;
13. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals; and
14. effecting security breaches or disruptions of Internet communication. Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorized to access.

If the Company becomes aware of a known, or suspected, criminal offense committed or suspected of having been committed by you on or through our Site, the Company expressly reserves the right to disclose information about you, including your identity and other Personal Information, as defined in the Privacy Policy, to law enforcement authorities, and to immediately suspend or terminate your to access and use the Site.

No Obligation to Monitor; Right to Remove Content.  You acknowledge that the Company may not, nor does it have any obligation to, pre-screen or monitor any user content and cannot ensure prompt removal of objectionable material after it has been posted. The Company assumes no liability for any action or inaction regarding transmissions, communications or content provided by you, any user or third party.  Notwithstanding, the Company and its designees shall have the right, but not the obligation, in its sole discretion, for any reason whatsoever, to post, remove or edit, in whole or in part, any user content, including but not limited to, free or paid advertisements or listings, on or from the Site, or refuse to do the same. The Company and its designees shall have the right to remove any user content that violates this Agreement or is otherwise objectionable as determined in the sole discretion of the Company.  You also acknowledge that the Company shall have the right to disclose your identity to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy and to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.

YOU WAIVE, AND HOLD HARMLESS THE COMPANY FROM, ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING OR AS A RESULT OF ITS INVESTIGATION AND FROM ANY ACTION TAKEN AS A CONSEQUENCE OF ANY INVESTIGATION BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

 

REGISTRATION/USER ACCOUNT

In order to register for an account, Subscription, order produce, or use certain parts located within the Site, you will be required to register for a user account.  You agree to provide truthful information when requested, and by registering for a user account, you certify that you are at least 18 years of age. You shall not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person's username, password or other account information, or another person's name, likeness, voice, image or photograph. You are solely liable for the activity that occurs on your user account and it is your responsibility to keep your account credentials secure and safe from unauthorized use.  The Company will not be held liable for any losses caused on your user account by any unauthorized use of your account.  You agree to promptly notify us of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to this Site.

The Company may use your email address provided when making your user account to send you messages regarding changes to features of the Site, changes to Subscription, changes to this Agreement, and changes to the Company’s Privacy Policy. If you decide you do not wish to receive such email messages, you may opt out by using the instructions on the bottom of the emails you receive from the Company. Certain correspondence, like confirmation emails, may not include the information necessary to unsubscribe from our mailing lists. Please be aware that opting out may prevent you from receiving email messages regarding updates, improvements or offers and promotions.

TERMS OF SALE

Purchase/Subscriptions.  The Company provides you with the ability to purchase single or multiple boxes at one time (“One Time Purchase”) or a weekly or bi-weekly subscription (“Subscription”) for various fruit and vegetable boxes (“Box(es)”) filled with produce chosen by the Company.  You may only purchase produce or subscribe to the service if, you are 18 years old or older.  In order purchase a Subscription you will be required to create an account and authorize us to automatically charge you for your Subscription either on a weekly or bi-weekly basis.  Your Subscription shall automatically renew until you terminate it in accordance with this Agreement.

The weekly Subscription price shall be at a discount of ten percent (10%) off of the One Time Purchase price and a bi-weekly Subscription shall be at a discount of five percent (5%) off of the One Time Purchase price.  The One Time Purchase Price shall be listed on the Site.

The Company has the right to refuse or limit any orders, limit quantities, and Subscriptions.

Orders.  All Box orders must be placed no later than Thursday at 7AM for delivery on the following Saturday.  All orders placed after 7AM on Thursday will not be delivered until the second Saturday following order placement.

Delivery.  Deliveries of all Boxes are made every Saturday between approximately 8AM and 6PM.  The Company currently only delivers within Baltimore County, Maryland.  If you purchase a Box with a delivery address outside of Baltimore County, the Company may immediately cancel your order and refund any charges.  The Company will not be liable if a produce is unavailable or if delivery is delayed for any reason.

All purchases through our Site or other transactions for the sale of goods, or services or information formed through the Site or as a result of your visit to our Site, whether via the Site on a computer browser, through a mobile application or through a social networking site are governed by this Agreement.  The Company makes no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States you do so on your own initiative, bear all risk with respect to your access, and are responsible for compliance with all applicable local laws.

 

PAYMENT/CREDIT CARD PROCESSING

Payments for all One Time Purchases and Subscriptions shall be processed through our Site using the payment information which you submit on the Site. You authorize the Company and any payment processor to charge your card for all purchases you make, including regularly for your Subscription, which shall automatically renew. The Company reserves the right to automatically charge your account for any amounts which may be due by you to the Company, including due to any failure to pay or other breach of this Agreement by you. Credit and debit card payments are immediately processed, and your credit or debit card is charged when your order is processed by the Company. The Company may, in its sole discretion, cancel your payment at any time by providing notice to you through your contact information or by a notice when you attempt to make a payment. The Company may cancel a payment or prevent you from initiating future payments for any reason, including, without limitation, the following: if the Company suspects fraudulent, unlawful or improper activity regarding a payment; if the Company detects, in its sole discretion, that your payments have excessive disputes, high reversal rates or present a relatively high risk of losses; or if you fail to cooperate in an investigation or provide additional information when requested. You are solely responsible for providing and maintaining accurate contact and payment information associated with your user account. All information that you provide in connection with your Subscription or a purchase from the Company or other transaction with the Site must be accurate, complete, and current. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your Subscription or One Time Purchase from the Company.

 

CANCELLATION/REFUND

You may cancel your Subscription at any time by contacting the Company at info@everfreshmd.com.   You shall not be charged a cancellation fee to cancel a Subscription.  If you do not cancel your Subscription prior to 8AM on the Thursday before your Box is scheduled to be delivered, you will be charged for that Box, but your Subscription will not be renewed thereafter. However, you are not and will not be eligible for a prorated refund of any portion of the Subscription Fee paid. You may re-subscribe at any time following cancellation.

By using this Site, you understand and agree that you shall receive no refunds and no exchanges for any produce provided by the Company once your Box has been delivered. The Company does not allow returns or substitutions of produce delivered with your Subscription or otherwise. All sales are final.

RISK OF LOSS/DAMAGE

Title to and the risk of loss/damage of all produce and materials passes from us to you at the time the Company delivers the produce to you.  By purchasing a Subscription and providing the Company with the location you would like your Box delivered you are accepting all risk of loss upon delivery.

DISCLAIMER WARRANTY

This Site, your Subscription, produce and services, including all software, functions, materials, information, and any produce purchased by you are provided “AS IS” and “AS AVAILABLE” without warranties of any kind, either express or implied.  Company disclaims to the fullest extent permitted by law, all warranties, express or implied, including, but not limited to, warranties of quiet enjoyment and non-infringement and implied warranties of merchantability, fitness for a particular purpose, title, data accuracy, system integration, failure to store, and informational content.  Company does not warrant or make any representations regarding the operation of this Site, the use, validity, accuracy, truth, or reliability of, or the results of the use of the materials on this Site or any other sites linked to this Site.  The materials of this Site may be out of date, and Company makes no commitment to update the materials at this Site.  Company shall not be liable for, nor does Company guarantee or warrant that the files available for downloading from this Site, if any, will be free from infection, viruses, worms, Trojan horses, or other code that manifest contaminating or destructive properties. Company does not warrant that this Site, software, materials, produce, Subscription, or services will be uninterrupted or error-free or that any defects in this Site, software, materials, produce, Subscriptions or services will be corrected.  You are responsible for implementing sufficient procedures and checkpoints for anti-virus protection, to ensure the accuracy of data input and output, and for maintaining a means external to the Site to recover any lost data.  Company makes no representations, warranties or guarantees that any Subscription, the Site or produce will meet your requirements or achieve any particular results. Your use of this Site and any information, Subscription, services, produce or materials set forth herein shall be solely at your own risk.

LIMITATION OF LIABILITY

In no event will Company, its suppliers or other third parties mentioned at or in this Site be liable for any damages, including, without limitation direct, indirect, special, incidental, or consequential damages, death, dismemberment, injury, damages resulting from lost profits, lost data or business interruption arising out of or relating to the use, inability to use, or resulting from the use of this Site, any web sites linked to this Site, your Subscription, any produce, the materials, software or other information contained in any or all such sites, whether based on warranty, contracts, statutes, regulations, tort (including but not limited to, negligence) or any other legal theory and whether or not advised of the possibility of such damages.  If your use of the produce, materials or information from this Site results in the need for servicing, repair or correction of equipment or data, you assume all costs thereof.  Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST COMPANY WITH RESPECT TO THIS AGREEMENT, YOUR SUBSCRIPTON, THE PRODUCE, OR THE COMPANY’S SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND CANCEL YOUR SUBSCRIPTION AS PROVIDED HEREIN. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site, your Subscription, or any other services, including produce received from the Company must be filed within one (1) year after such claim or cause of action arose or it shall be forever barred.

 

INDEMNIFICATION

You are responsible for maintaining the confidentiality of your username(s), password(s), and your account(s), as well as all activities that occur under your account(s). You hereby agree to indemnify, defend, and hold the Company, its licensors, licensees, distributors, agents, representatives and other authorized users, and all of the foregoing entities' respective officers, directors, owners, employees, agents, representatives and assigns (collectively, the "Indemnified Parties") harmless from and against any and all losses, damages, liabilities and costs (including settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of this Agreement or claims arising from your use of the Site, your account(s), your Subscription and/or your use of any other services or produce provided hereunder. You shall cooperate with us in the defense of any claim.

REVISIONS TO THIS AGREEMENT

Company may revise this Agreement at any time in its sole discretion, without notice, by updating this link.  All changes are effective immediately when the Company updates the link and apply to access and use of the Site thereafter.  By using this Site you agree to be bound by any such revisions and should therefore periodically visit this Site and the link to the terms and conditions of use to determine the then current terms and conditions of use to which you are bound.

SUBMISSIONS

Any material, information or idea you transmit to or post on this Site by any means will be treated as non-confidential and non-proprietary and may be disseminated or used by Company or its affiliates for any purpose whatsoever.  You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, profane material or any other material, including but not limited to any material that could give rise to any civil or criminal liability under both domestic and international law.

You hereby grant us and our licensees, agents, representatives and other authorized users, a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable (in whole or part) worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights you own or control to use, reproduce, transmit, display, exhibit, distribute, comment on, modify, create derivative works based upon, perform and otherwise exploit such submissions, in whole or in part, in all media formats and channels now known or hereafter devised for any and all purposes without further notice to you, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity.

You represent and warrant that you own or have the necessary rights, licenses, consents and permissions, without the need for any permission from or payment to any other person or entity, to exploit, and to authorize us to exploit, such submission in all manners contemplated by this Agreement.

DIGITAL MILLENNIUM COPYRIGHT ACT

Owners of copyrighted works who believe that their rights under U.S. copyright law have been infringed may take advantage of certain provisions of the Digital Millennium Copyright Act of 1998 (the "DMCA") to report alleged infringements.  If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the written information specified below. Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed.

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on the Site;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our Copyright Agent for notice of claims of copyright infringement on the Site can be reached as follows: info@everfreshmd.com. If you fail to comply with all of the requirements of notice, your DMCA notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under the DMCA.

APPLICABLE LAWS & MISCELLANEOUS

If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect.  Company’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing.  The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance.  This Agreement may be assigned in whole or in part by Company.  This Agreement may not be assigned in any manner by you without the express, prior written permission of Company.  This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland notwithstanding any conflict of laws provisions.  You irrevocably and unconditionally (i) consent to submit to the exclusive jurisdiction of the federal courts of Maryland and the state courts located in Howard County, Maryland (the “Maryland Courts”) for any litigation or dispute arising out of or relating to this Agreement, your Subscription or other services, or your relationship with the Company, (ii) agree not to commence any litigation arising out of or relating to this Agreement, your Subscription or other services, or your relationship with the Company except in the  Maryland Courts, (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum, and (iv) agree the Maryland Courts represent the exclusive jurisdiction for all disputes relating to this Agreement, your Subscription or other services, or your relationship with the Company. You agree that the Uniform Computer Information Transactions Act, Annotated Code of Maryland, Commercial Law § 22-101 et seq. (“UCITA”), shall not apply to this Agreement to the extent allowable by law. The Parties agree that the Company shall be entitled to the use of self-help, including electronic self-help as those terms are defined in UCITA.