Food Donation

  • Food Donation

TERRELOCAL

TERMS OF USE

Last Modified: August 28, 2020

Welcome to TerreLocal.com, a website of Global Food Scholar, Inc. (“TerreLocal,” “we,” or “us”). This page explains the terms by which you may use our website or App (collectively the “Site”), together with the content, services, products, purchase or sale features and other functionality offered on or through the Site (collectively, the “Services”). By accessing or using the Site, you signify that you have read, understood, and agree to be bound by this Terms of Use Agreement (“Agreement”) and to the collection and use of your information as set forth in the TerreLocal Privacy Policy, whether or not you are a registered user of our Site. TerreLocal reserves the right to make unilateral modifications to these terms and will provide notice of these changes as described below. This Agreement applies to all visitors, users, and others who access the Site (“Users”).

Please read this Agreement carefully to ensure that you understand each provision. This agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

1. Use of Our Site
  1. A. Eligibility

This is a contract between you and TerreLocal. You must read and agree to these terms before using the Site. If you do not agree, you may not use the Site. You may use the Site only if you can form a binding contract with TerreLocal, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Site by anyone under 13 is strictly prohibited and in violation of this Agreement. The Site is not available to any Users previously removed from the Site by TerreLocal. 

TERRELOCAL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY WITH RESPECT TO: THE EXISTENCE, QUALITY, SAFETY OR LEGALITY OF PRODUCTS OFFERED FOR SALE ON OR THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY PRODUCT RECALLS; THE TRUTH OR ACCURACY OF SELLERS’ OR OTHER USER’S CONTENT OR LISTINGS; THE ABILITY OF SELLERS TO COMPLETE A SALE; THE ABILITY OF BUYERS TO COMPLETE A PURCHASE; OR THAT A BUYER OR SELLER WILL COMPLETE A PRODUCT RETURN. 

    1. B.Access to the Site and the App
  1. Limited License. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Site only for your internal use as permitted by the features of the Site. TerreLocal reserves all rights not expressly granted herein in the Site and the TerreLocal Content (as defined below). TerreLocal may terminate this license at any time for any reason or no reason.
  2. Apps. We may make available software to access the Site via a mobile device (“App”). To use the App you must have a mobile device that is compatible with the App. TerreLocal does not warrant that the App will be compatible with your mobile device. You may use mobile data in connection with the App and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. TerreLocal hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the App for one TerreLocal account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the App, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the App to any third party or use the App to provide time sharing or similar services for any third party; (iii) make any copies of the App; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the App, features that prevent or restrict use or copying of any content accessible through the App, or features that enforce limitations on use of the App; or (v) delete the copyright and other proprietary rights notices on the App. You acknowledge that TerreLocal may from time to time issue upgraded versions of the App, and may automatically electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the App is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the App or any copy thereof, and TerreLocal or its third-party partners or suppliers retain all right, title, and interest in the App (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. TerreLocal reserves all rights not expressly granted under this Agreement. The App originates in the United States, and is subject to United States export laws and regulations. The App may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the App may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the App and the Site.
  3. Apps from the Apple App Store. The following applies to any Apps you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and TerreLocal, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to TerreLocal as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to TerreLocal as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, TerreLocal, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and TerreLocal acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.
  4. Apps from the Google Play Store. The following applies to any App you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that the Agreement is between you and TerreLocal only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) TerreLocal, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to TerreLocal’s Google-Sourced Software.
    1. C. TerreLocal Accounts

Your TerreLocal account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users, including Users who sell or make available for sale Products through the App (“Sellers) and Users who purchase Products from Sellers (“Buyers”). If you open a TerreLocal account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to TerreLocal with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify TerreLocal immediately of any breach of security or unauthorized use of your account. TerreLocal will not be liable for any losses caused by any unauthorized use of your account.

You may control your User profile and how you interact with the Site by changing the settings in your “My Profile” page. By providing TerreLocal your email address you consent to our using the email address to send you Site-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Site and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your “My Profile” page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

There may be risks of dealing with people acting under false pretenses, because user verification on the Internet is difficult, TerreLocal cannot and does not confirm each User's purported identity. We encourage you to use the various tools available on the Site, as well as common sense, to evaluate with whom you are dealing.

 

    1. D.Fees and Payment
  1. Sellers. When you make a sale through the App, the Buyer will be charged a transaction fee of 13% of the price you display for each listing of the Product (“Listing”). The amount you charge for shipping is not included in calculating the transaction fee. The Transaction Fee is charged only at the time of each sale and it is required to cover our costs of operation. Transaction fees are added to the current balance as each sale occurs. Note that we use third-party payment processing systems (PayPal and Stripe) for added security and payment options to buyers. These services may charge their own fees. They may also charge fees if the funds are transferred from TerreLocal to your bank account directly through these providers. We are not responsible for any additional fees charged by these third parties. The Terms of Service and Privacy Policy of PayPal or Stripe will be in effect when using these services.

Sellers are not allowed to avoid or bypass the transaction fee charged by TerreLocal. Any effort by the seller either to sell their listed product outside of TerreLocal site, to complete a TerreLocal site transaction outside of TerreLocal, misrepresent themselves or the product in the product listing, or alter the listing price or product description after the sale, will constitute a breach of this Agreement. 

Changing the product listing price after a sale is strictly prohibited. A seller may change the listing price a few times (reasonably) to facilitate its sale prior to initiation of sale by a buyer. However, if the seller changes the listing price or product description multiple times prior to sale, it will be investigated further by TerreLocal for potential seller misrepresentation.    

 Payment to Sellers will be sent within 3-14 business days (depending upon when the funds are released by PayPal and Stripe) after the sale is considered final. TerreLocal has a 48-hour product return policy (from when the product was received by the Buyer). All sales are considered final after 48 hours of Buyer receiving the product. Seller payments will be made after that time if the funds from the sale are available from PayPal and Stripe.

 

  1. Buyers. You as the Buyer will be charged a transaction fee of 13% of the price listed by the Seller for the Product (“Listing”). The amount you pay for shipping or delivery is not included in calculating the transaction fee. The Transaction Fee is charged only at the time of each sale and it is required to cover our costs of operation. Transaction fees are added to your current balance as each sale occurs. 

By providing a credit card or other payment method that we accept, you as the Buyer represent and warrant that you are authorized to use the designated payment method and that you authorize our third-party payment processor to charge your payment method for the total amount of your purchase (including any applicable taxes and other charges) (collectively, as applicable, an “Order”). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any payment method problems before we proceed with your Order. If you want to change or update your payment method information, you can do so at any time by logging into your account with our third-party payment processor. If a payment is not successfully settled and you do not edit your payment method information or Order, or account, as applicable, you remain responsible for any uncollected amounts and, with respect to your Order, authorize us to continue billing the payment method, as it may be updated.

 

To the extent that TerreLocal collects payment from you for transmission to Sellers, it does so on behalf of Sellers as Seller’s limited payment collection agent.  Accordingly, payment to TerreLocal shall be considered the same as payment made directly by you to Seller.  Upon your delivery of funds to TerreLocal, your payment obligation to Seller is extinguished, and TerreLocal is responsible for remitting the received funds to Seller. If TerreLocal fails to remit any such amounts it receives from you to Seller, Seller will have recourse only against TerreLocal and not you.

 

All prices on our Site and Services are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. The Seller reserves the right to adjust prices as it may determine in its sole discretion, at any time and without notice, including without limitation, as based on geographic or other criteria as the Seller may establish from time to time. 

 

All of the Products are subject to availability, and the Seller reserves the right to impose quantity limits on any Order, to reject all or part of an Order, to discontinue offering certain Products and to substitute Products without prior notice. We strive to provide you with high-quality Products and given the perishable nature of certain Products and market conditions beyond our control, the Seller may be required to make substitutions from time to time. If you are not satisfied with a substitution, please contact the Seller at the contact information provided by such Seller.

 

We will collect applicable sales, use and other tax (collectively, "Tax") on Products shipped to jurisdictions for which we determine we have a duty to collect Tax applicable to your purchase. If a Product is subject to Tax, you agree that the amount of Tax shown at checkout may be adjusted. Several factors may cause this, such as variances between processor programs and changes in applicable Tax rates.

 

  1. General.  TerreLocal reserves the right to withhold payment or charge back to your User Account any amounts otherwise due to us under this Agreement,  or amounts due to any breach of this Agreement by you, pending TerreLocal’s reasonable investigation of such breach. TerreLocal also reserves the right to withhold payment or charge back to your User Account any amounts subject to dispute, such as in the case of credit card charge backs, pending successful resolution of the dispute. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your User Account, which includes without limitation applicable tax information. If we believe that we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third-party fees related to returned or cancelled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Site and Services. If you dispute any payment made hereunder, you must notify TerreLocal in writing within thirty (30) days of such payment or from when you purport such payment would have been due, whichever is earlier. Failure to so notify TerreLocal shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by TerreLocal. No other measurements or statistics of any kind shall be accepted by TerreLocal or have any effect under this Agreement, and you shall have no audit rights hereunder. We may withhold any taxes or other amounts from payments due to you as required by law.

 

You acknowledges that you fully assume the risks of purchase and sale transactions when using the Site and Services to conduct transactions, and assume the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to Products or Services that are the subject of transactions using the Site and Services. Such risks shall include, but are not limited to, misrepresentation of Products and Services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of Products or Services offered or displayed on the Site may violate or may be asserted to violate a third party’s copyrights, trademarks, trade secret rights, patents and other personal or proprietary rights affecting or relating to material or information displayed on the Site and Services, including but not limited to rights of personality and rights of privacy, or affecting or relating to products that are offered or displayed on the Site (“Third Party Rights”), and the risk that you may incur costs of defense or other costs in connection with third parties' assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to product originally obtained by Users of the Site as a result of purchase and sale transactions in connection with using the Site may suffer harms and/or assert claims arising from their use of such products (collectively, the “Transaction Risks”). You agree that TerreLocal shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.

You are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site and Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.

 

    1. A. Returns and Refunds

If you are dissatisfied with any item ordered through a Seller on our App (a “Product”) for any reason, please contact the Seller directly at the contact information provided by the Seller within 48 hours of the date you received the Product. Depending on the circumstances, Seller may, in its sole discretion, replace the Product, provided the Seller from which you purchase the Product has such Product available or provide you a full or partial refund of the purchase price for that Product. Shipping returns and all related costs and method of return shall be determined by Seller, in its sole discretion. The Seller may require the return or photographic documentation of any Product that you are dissatisfied with before the Seller provides you a refund or replacement.

    1. B. Listing Policies 

TerreLocal reserves the right to implement its listing policies at any time and all current and future Sellers will be required to comply with such policies.

    1. C. Acceptable Use

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Site in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site in a manner that sends more request messages to the TerreLocal servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that TerreLocal grants the operators of public search engines revocable permission to use spiders to copy publically available materials from TerreLocal.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Site; (vii) collecting or harvesting any personally identifiable information, including account names, from the Site; (viii) using the Site for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Site; (xi) accessing any content on the Site through any technology or means other than those provided or authorized by the Site; or (xii) bypassing the measures we may use to prevent or restrict access to the Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein.

Accessing any audiovisual content that may be available on the Site for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited unless explicitly permitted by the functionality of the Site. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Site to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.

  1. H. Changes to the Service

We may, without prior notice, change the Site; stop providing the Site or features of the Site, to you or to Users generally; or create usage limits for the Site. We may permanently or temporarily terminate or suspend your access to the Site without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

  1. I. Disputes with Other Users

You are solely responsible for your interactions with other TerreLocal Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. TerreLocal shall have no liability for your interactions with other Users, or for any User’s action or inaction.

  1. J. Service Location

The Site and Services are controlled and operated from facilities in the United States. TerreLocal makes no representations that the Site and Services are appropriate or available for use in other locations. Those who access or use the Site and Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Site or Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site and Services are solely directed to individuals, companies, or other entities located in the United States.

  1. User Content

Some areas of the Site allow Users to post or provide content such as profile information, videos, images, music, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Site is referred to as “User Content”). We claim no ownership rights over User Content created by you. The User Content you create remains yours; however, by providing or sharing User Content through the Site, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. TerreLocal has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Site.

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. To the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. TerreLocal reserves the right, but is not obligated, to reject and/or remove any User Content that TerreLocal believes, in its sole discretion, violates any of these provisions. You understand that publishing your User Content on the Site is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent and warrant the following:

    1. A. You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Site and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
    2. B. You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.
    3. C. Your User Content and TerreLocal use thereof as contemplated by this Agreement and the Site will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
    4. D. TerreLocal may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
    5. E. To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

TerreLocal takes no responsibility and assumes no liability for any User Content that you or any other User or third-party posts, sends, or otherwise makes available over the Site. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Site, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that TerreLocal shall not be liable for any damages you allege to incur as a result of or relating to any User Content.

  1. User Content License Grant

By posting or otherwise making available any User Content on or through the Site, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to TerreLocal a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and TerreLocal’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under this Agreement.

  1. Our Proprietary Rights

Except for your User Content, the Site and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “TerreLocal Content”), and all Intellectual Property Rights related thereto, are the exclusive property of TerreLocal and its licensors (including other Users who post User Content to the Site). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any TerreLocal Content. Use of the TerreLocal Content for any purpose not expressly permitted by this Agreement is strictly prohibited. You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place TerreLocal under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, TerreLocal does not waive any rights to use similar or related ideas previously known to TerreLocal, or developed by its employees, or obtained from sources other than you.

  1. Text Messaging

You may sign up to receive certain TerreLocal notifications or information via text messaging. By consenting to TerreLocal SMS/text messaging service, you agree to receive SMS text messages with service, transaction, account-related, and promotional news and alerts from TerreLocal to your mobile phone number provided, even if your mobile number is registered on any state or federal Do Not Call list. You certify that your mobile number provided is true and accurate, and that you are authorized to enroll the designated mobile number to receive such text messages. You acknowledge and agree that the text messages may be sent using automated technology, including through an automatic telephone dialing system. Standard message and data rates may apply from your carrier. Consent to receive text messages is not required as a condition of purchase. Check your mobile plan and contact your mobile carrier for details.  You are solely responsible for all charges related to SMS text messages, including charges from your mobile carrier. 

You can unsubscribe from receiving promotional text messages at any time. Please note that unsubscribing from promotional SMS text messages will not prevent you from receiving SMS texts and calls from TerreLocal directly relating to your use of the Site and Services, such as account or security information that is necessary to provide the requested Service to you. To unsubscribe from text messages at any time, text STOP, END, CANCEL, UNSUBSCRIBE or QUIT to +1 (707) 205 7084 or reply STOP, END, CANCEL, UNSUBSCRIBE or QUIT to any text message you receive from TerreLocal. You may receive one final text message from TerreLocal confirming your request. For help, text HELP to +1 (707) 205 7084  or contact us at services@terrelocal.com.

  1. Privacy

We care about the privacy of our Users. You understand that by using the Sites you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our TerreLocal Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States.

  1. Security

TerreLocal cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

  1. DMCA Notice

Since we respect artist and content owner rights, it is TerreLocal’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Site, please notify TerreLocal’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

  1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
  2. Identification of the copyrighted work that you claim has been infringed;
  3. Identification of the material that is claimed to be infringing and where it is located on the Site;
  4. Information reasonably sufficient to permit TerreLocal to contact you, such as your address, telephone number, and, e-mail address;
  5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
  6. A statement made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn: DMCA Notice
Global Food Scholar, Inc.

Address: 404 Clipper Cove Way
San Francisco, CA - 94130

Telephone: +1 (707) 205-7084

Email: services@terrelocal.com

Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.

Please note that this procedure is exclusively for notifying TerreLocal and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with TerreLocal’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, TerreLocal has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. TerreLocal may also at its sole discretion limit access to the Site and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

  1. Third-Party Links and Information

The Site may contain links to third-party materials that are not owned or controlled by TerreLocal. TerreLocal does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Site or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and TerreLocal Privacy Policy do not apply to your use of such sites. You expressly relieve TerreLocal from any and all liability arising from your use of any third-party website, service, or content, including without limitation User Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Site, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that TerreLocal shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

  1. Indemnity

You agree to defend, indemnify and hold harmless TerreLocal and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Site, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Site with your unique username, password or other appropriate security code.

  1. No Warranty

The Site and Services are provided on an “as is” and “as available” basis. Use of the Site and Services are at your own risk. To the maximum extent permitted by applicable law, the Site and Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from TerreLocal or through the Site and Services will create any warranty not expressly stated herein. Without limiting the foregoing, TerreLocal, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Site and Services will meet your requirements; that the Site and Services will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Site is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Site and Services are downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Site and Services. 

TerreLocal does not warrant, endorse, guarantee, or assume responsibility for any product or site advertised or offered by a third party through the Site or Services or any hyperlinked website or site, and TerreLocal will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement will not apply to the extent prohibited by applicable law.

  1. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall TerreLocal, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, this Site. Under no circumstances will TerreLocal be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Site or your account or the information contained therein.

To the maximum extent permitted by applicable law, TerreLocal assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Site and Services; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Site and Services; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our site by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Site and Services; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall TerreLocal, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to TerreLocal hereunder or $100.00, whichever is greater.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if TerreLocal has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law.

The Site and Services are controlled and operated from facilities in the United States. TerreLocal makes no representations that the Site and Services appropriate or available for use in other locations. Those who access or use the Site and Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Site and Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site and Services are solely directed to individuals, companies, or other entities located in the United States.

  1. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
    1. A. Governing Law. You agree that: (i) the Site shall be deemed solely based in California; and (ii) the Site shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

 

    1. B. Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from TerreLocal. For any dispute with TerreLocal, you agree to first contact us at services@terrelocal.com and attempt to resolve the dispute with us informally. In the unlikely event that TerreLocal has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco County, California, unless you and TerreLocal agree otherwise. If you are using the Site for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Site for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing TerreLocal from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
    2. C. Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the site for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and TerreLocal are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind. 
  1. General
    1. A. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by TerreLocal without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
    2. B. Notification Procedures and Changes to the Agreement. TerreLocal may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by TerreLocal in our sole discretion. TerreLocal reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. TerreLocal is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. TerreLocal may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of the Site after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Site.
    3. C. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with TerreLocal in connection with the Site, shall constitute the entire agreement between you and TerreLocal concerning the Site. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, [except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable].
    4. D. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and TerreLocal’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
    5. E. California Residents. The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Sites of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.