Terms of Service
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
IN PARTICULAR, GROWERS SHOULD UNDERSTAND HOW THE LAWS WORK IN THEIR RESPECTIVE CITIES. SOME CITIES HAVE LAWS THAT RESTRICT THEIR ABILITY TO SELL PRODUCE. THESE LAWS ARE OFTEN PART OF A CITY’S ZONING OR ADMINISTRATIVE CODES. IN MANY CITIES, GROWERS MUST REGISTER, GET A PERMIT, OR OBTAIN A LICENSE BEFORE SELLING PRODUCE. CERTAIN TYPES OF PRODUCE MAY BE PROHIBITED ALTOGETHER. LOCAL GOVERNMENTS VARY GREATLY IN HOW THEY ENFORCE THESE LAWS. PENALTIES MAY INCLUDE FINES OR OTHER ENFORCEMENT. GROWERS SHOULD REVIEW LOCAL LAWS BEFORE LISTING ON VINDER.
Vinder provides an online platform that connects Growers who have Produce to list and sell to Buyers seeking to purchase such products (collectively, the “Services“), which Services are accessible at www.veggievinder.com and any other websites through which Vinder makes the Services available (collectively, the “Site“) and as applications for mobile, tablet and other smart devices and application program interfaces (collectively, the “Application“).
If you are using the Site, Application or Services and you reside in the USA, these Terms of Service are between you and Vinder, Inc. Payment Services provided by Vinder Payments are subject to the Payments Terms of Service (“Payments Terms“).
“Produce” means includes, but is not limited to, raw, unprocessed food, fiber, and other agricultural products that have not been packaged or otherwise prepared for retail sale, including animal products and unfinished cotton, wool, leather, or any other unfinished natural material.
“Vinder Content” means all Content that Vinder makes available through the Site, Application, Services, or its related promotional campaigns and official social media channels, including any Content licensed from a third party, but excluding Member Content.
“Collective Content” means Member Content and Vinder Content.
“Communication” means an email, message via the Application, or text message.
“Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
“Grower” means a Member who creates a Listing via the Site, Application and Services.
“Listing” means Unprocessed Agricultural Products that is listed by a Grower as available for purchasing via the Site, Application, and Services.
“Member” means a person who completes Vinder’s account registration process, including but not limited to Growers and Guests, as described under “Account Registration” below.
“Buyer” means a Member who requests from a Grower a Listing via the Site, Application or Services for personal consumption.
“Member Content” means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Listing, Member profile or Vinder promotional campaign to be made available through the Site, Application or Services.
“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), transient occupancy taxes, tourist or other visitor taxes, accommodation or lodging taxes, fees (such as convention center fees) that Produce providers may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.
2. Terms of Service
By using the Site, Application or Services, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service (“Terms“), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Collective Content (defined below), and your participation in the Referral Program (defined below), and constitute a binding legal agreement between you and Vinder.
If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site, Application or Services in accordance with these Terms may subject you to civil and criminal penalties.
IF YOU CHOOSE TO CREATE A LISTING ON VINDER, YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH VINDER IS LIMITED TO BEING A MEMBER AND AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF VINDER FOR ANY REASON, AND YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF VINDER. VINDER DOES NOT CONTROL, AND HAS NO RIGHT TO CONTROL, YOUR LISTING, YOUR OFFLINE ACTIVITIES ASSOCIATED WITH YOUR LISTING, OR ANY OTHER MATTERS RELATED TO ANY LISTING, THAT YOU PROVIDE. AS A MEMBER YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF VINDER, INCLUDING BY INAPPROPRIATELY USING ANY VINDER INTELLECTUAL PROPERTY.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECEIVE OUR SERVICES (INCLUDING WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT.
If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
Vinder reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or via the Application and/or provide you notice of the modification by email. We will also update the “Last Updated” date at the top of these Terms. Changes to the Terms will be effective at the time of posting. Your continued access or use of the Site, Application or Services will constitute acceptance of the modified Terms. Additionally, if the modified Terms contain material changes applicable to existing Members (by decreasing your rights or increasing your responsibilities), we will provide you with notice prior to the changes taking effect. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services. If you do not close your Vinder Account you will be deemed to have accepted the changes.
The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older.
For users in the United States, Vinder will, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain reports from public records of criminal convictions or sex offender registrations of the user. For users outside the United States, we may, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain the local version of background or registered sex offender checks in our sole discretion. You agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports, including from Vinder’s vendors.
5. How the Site, Application and Services Work
The Site, Application and Services can be used to facilitate the listing and purchasing of Produce. Such Produce are included in Listings on the Site, Application and Services by Growers. You may view Listings as an unregistered visitor to the Site, Application and Services; however, if you wish to purchase Produce or create a Listing, you must first register to create a Vinder Account (defined below).
As stated above, Vinder makes available an online platform or marketplace with related technology for Buyers and Growers to meet online and arrange for the purchase of Produce directly with each other.Unless explicitly specified otherwise in the Vinder platform, Vinder’s responsibilities are limited to facilitating the availability of the Site, Application and Services.
PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE GROWERS AND BUYERS CONNECTING AND PURCHASING PRODUCE DIRECTLY WITH EACH OTHER. VINDER CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY ACCOMMODATIONS. VINDER IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND PRODUCE. ACCORDINGLY, ANY PURCHASES WILL BE MADE OR ACCEPTED AT THE MEMBER’S OWN RISK.
6. Account Registration
In order to access certain features of the Site and Application, and to purchase Produce or create a Listing, you must register to create an account (“Vinder Account“) and become a Member. You may register to join the Services directly via the Site or Application or as described in this section.
You can also register to join by logging into your account with certain third-party social networking sites (“SNS“) (including, but not limited to, Facebook; each such account, a “Third-Party Account“), via our Site or Application, as described below. As part of the functionality of the Site, Application and Services, you may link your Vinder Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Vinder through the Site, Services or Application; or (ii) allowing Vinder to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Vinder and/or grant Vinder access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Vinder to pay any fees or making Vinder subject to any usage limitations imposed by such third-party service providers. By granting Vinder access to any Third-Party Accounts, you understand that Vinder will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account (“SNS Content“) so that it is available on and through the Site, Services and Application via your Vinder Account and Vinder Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your Vinder Account on the Site, Services and Application. Please note that if a Third-Party Account or associated service becomes unavailable or Vinder’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your Vinder Account and your Third-Party Accounts, at any time, by accessing the “Edit Account” section of the Site and Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. Vinder makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Vinder is not responsible for any SNS Content.
Your Vinder Account and your Vinder Account profile page will be created for your use of the Site and Application based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active Vinder Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Vinder reserves the right to suspend or terminate your Vinder Account and your access to the Site, Application and Services if you create more than one (1) Vinder Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Service.
You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party.
Unless expressly authorized by a specific feature on Vinder, you are not permitted to share your Vinder Account with anyone or allow others to access or use your Vinder Account. You agree that you will take sole responsibility for any activities or actions under your Vinder Account, whether or not you have authorized such activities or actions. You will immediately notify Vinder of any unauthorized use of your Vinder Account.
7. Unprocessed Agricultural Product Listings
As a Member, you may create Listings. To create a Listing, you will be asked a variety of questions about the Produce to be listed, including, but not limited to, the location, features, growing methods and availability of the Produce and pricing and related rules and financial terms. In order to be featured in Listings via the Site, Application and Services, all Accommodations must have valid physical addresses. Listings will be made publicly available via the Site, Application and Services. You understand and agree that the placement or ranking of Listings in search results may depend on a variety of factors, including, but not limited to, Buyer and Grower preferences, ratings and/or ease of purchasing.
Other Members will be able to purchase your Produce via the Site, Application and Services based upon the information provided in your Listing, your Buyer requirements, and buyers’ search parameters and preferences. You understand and agree that once a Buyer requests your Produce, you may not request the Buyer to pay a higher price than in the purchasing request.
You acknowledge and agree that you alone are responsible for any and all Listings and Member Content you post. Accordingly, you represent and warrant that any Listing you post and the purchasing of, or a Buyer’s consumption of, Produce in a Listing you post (i) will not breach any agreements you have entered into with any third parties, such as homeowners association, condominium, or other third party agreements, and (ii) will (a) be in compliance with all applicable laws (such as zoning laws), Tax requirements, Intellectual Property laws, and rules and regulations that may apply to any Produce included in a Listing you post (including having all required permits, licenses and registrations), and (b) not conflict with the rights of third parties. Please note that Vinder assumes no responsibility for a Grower’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Vinder reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that Vinder, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms, or otherwise harmful to the Site, Application or Services.
If you are a Grower, you understand and agree that Vinder does not act as an insurer or as your contracting agent. If a Member purchases your Produce and consumes your Produce, any agreement you enter into with such Member is between you and the Member and Vinder is not a party to it.
Vinder recommends that Growers obtain appropriate insurance for their Produce. Please review any insurance policy that you may have for your produce carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of or relating to Buyers (and the individuals the Buyer invites to consume the Produce, if applicable) while consuming your Produce.
8. No Endorsement
Vinder does not endorse any Member, Listing or Produce. Members are required by these Terms to provide accurate information. Although Vinder may, for transparency or fraud prevention or detection purposes, directly or through third parties, ask you to provide a form of government identification, your date of birth, and other information, or undertake additional checks and processes designed to help verify or check the identities or backgrounds of Members and/or screen Member information against third party databases or other sources, we do not make any representations about, confirm, or endorse any Member or the Member’s purported identity or background.
By registering for a Vinder Account, you agree that Vinder may - but is not obligated to - request a consumer report on you from a Consumer Reporting Agency. If we do request a consumer report, we’ll request and use it in compliance with applicable law, including the Fair Credit Reporting Act.
By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Vinder with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any purchases or Listings made by you.
9. Financial Terms
“Produce Fees” means the amounts that are due and payable by a Buyer in exchange for that Buyer’s purchasing and consumption of a Produce. The Grower alone, and not Vinder, is responsible for the Produce Fees for his or her Listing. The Grower may in his or her sole discretion decide to include in these amounts (i) Taxes that the Host determines that he or she has to collect, or (ii) any other fee permitted on the Vinder platform.
“Payment Method” means a payment method that you have added to your Vinder Account, such as a credit card, debit card or PayPal.
“Service Fees” means the fee that Vinder charges a Buyer for the use of the Services, which is calculated as a percentage of the applicable Produce Fees. The Service Fees will be displayed to the Buyer when the Buyer is asked whether to send a purchasing request to a Grower.
“Total Fees” means collectively the Produce Fees and the Service Fees plus any Taxes.
10. Purchases and Financial Terms for Growers
If you are a Grower and a purchase is requested for your Listing via the Site, Application or Services, you will be required to either preapprove, confirm or reject the purchasing request within the Listing Request Period, otherwise the purchasing request will automatically expire. When a purchase is requested via the Site, Application or Services, we will share with you (i) the first and last name of the Buyer who has requested the Listing, (ii) a link to the Buyer’s Vinder Account profile page, (iii) if the Buyer and Grower have both connected their Vinder accounts to SNS and have not turned off sharing of social connections, the names of any shared connections on such SNS, and (iv) an indication of whether or not the Buyer has provided other information to Vinder, such as a verified email address, connection to SNSs, or a government ID. If you are unable to confirm or decide to reject a Listing request within the Listing Request Period, any amounts collected by Vinder (via Vinder Payments) for the requested Listing will be refunded to the applicable Buyer. When you confirm a Listing requested by a Buyer, Vinder will send you a Communication confirming such Listing purchases, depending on the selections you make via the Site, Application and Services.
Vinder Payments will collect the Total Fees from Buyers at the time of the Listing request or upon the Grower’s confirmation and will initiate payment of the Produce Fees (less applicable fees and taxes) to the Host at the time.
Each Grower agrees that Vinder may, in accordance with the cancellation policy agreed upon by the Grower and reflected in the relevant Listing, (i) permit the Buyer to cancel the request and (ii) refund (via Vinder Payments) to the Buyer that portion of the Produce Fees specified in the applicable cancellation policy.
Purchases and Financial Terms for Buyers
The Growers, not Vinder, are solely responsible for honoring any confirmed purchases and making available any Listings reserved through the Site, Application and Services. If you, as a Buyer, choose to enter into a transaction with a Grower for the purchasing of a Produce, you agree and understand that you will be required to enter into an agreement with the Grower and you agree to accept any terms, conditions, rules and restrictions associated with such Produce imposed by the Grower.
You acknowledge and agree that you, and not Vinder, will be responsible for performing the obligations of any such agreements, that Vinder is not a party to such agreements, and that, with the exception of Vinder Payments’ obligations pursuant to the Payments Terms, Vinder (inclusive of all subsidiaries) disclaims all liability arising from or related to any such agreements.
The Total Fees payable will be displayed to a Buyer before the Buyer sends a purchasing request to a Grower. As noted above, the Grower is required to either preapprove, confirm or reject the purchasing request within the Listing Request Period; otherwise, the requested Listing will be automatically cancelled. Upon receipt of your Listing request, Vinder Payments may initiate a pre-authorization and/or charge a nominal amount to your Payment Method pursuant to the Payments Terms. If a requested Listing is cancelled (i.e. not confirmed by the applicable Grower), any amounts collected by Vinder Payments will be refunded to such Buyer, depending on the selections the Buyer makes via the Site and Application, and any pre-authorization of such Buyer’s Payment Method will be released, if applicable.
You as a Buyer agree to pay the Total Fees for any Listing requested, and in most cases confirmed, in connection with your Vinder Account. Vinder Payments will collect the Total Fees pursuant to the Payments Terms.
Once your confirmed Listing transaction is complete you will receive a confirmation Communication summarizing your confirmed Booking.
11. Service Fees and Other Fees
In consideration for the use of Vinder’s online marketplace and platform, Vinder charges Service Fees. Vinder Payments collects these Service Fees pursuant to the Payments Terms, and, where applicable, may also collect Taxes in respect of the Buyer Fees. Service Fees are, as noted above, included in the Total Fees. Applicable Buyer Fees, as well as Taxes collected by Vinder, will be shown to Buyers via the Site and Application at checkout, prior to their submission of a Listing request. And, Vinder will disclose applicable Service Fees via the Site and Application.
General Purchasing and Financial Terms
Cancellations and Refunds
If, as a Buyer, you wish to cancel a confirmed Listing purchase made via the Site, Application and Services, either prior to or after receiving the Produce, the cancellation policy of the Grower will apply to such cancellation. Our ability to refund the Produce Fees and other amounts charged to you will depend upon the terms of the applicable cancellation policy. Details regarding refunds and cancellation policies are available via the Site and Application. Vinder Payments will initiate any refunds due pursuant to the Payments Terms.
If a Grower cancels a confirmed Listing request made via the Site, Services, and Application, (i) Vinder Payments will refund the Total Fees for such Listing to the applicable Buyer pursuant to the Payments Terms and (ii) the Buyer will receive a Communication from Vinder containing alternative Listings and other related information. If the Buyer requests a Listing from one of the alternative Listings and the Grower associated with such alternative Listing confirms the Buyer’s requested Listing, then the Buyer agrees to pay Vinder the Total Fees relating to the confirmed Listing for the Produce in the alternative Listing, in accordance with these Terms. If a Grower cancelled a confirmed Listing and you, as a Buyer, have not received a Communication from Vinder, please contact Vinder.
If, as a Grower, you cancel a confirmed Listing, you agree that Vinder may apply penalties or consequences to you or your Listing, including (i) publishing an automated review on your Listing indicating that a Listing was cancelled, (ii) keeping the calendar for your Listing unavailable or blocked for the dates of the cancelled Listing, or (iii) imposing a cancellation fee. You will be notified of the situations in which a cancellation fee applies before you decide to cancel.
In certain circumstances, Vinder may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed Listing made via the Site, Application and Services. Vinder may also determine, in its sole discretion, to refund to the Buyer part or all of the amounts charged to the Buyer. You agree that Vinder and the relevant Buyer or Grower will not have any liability for such cancellations or refunds.
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Services and Collective Content. In connection with your use of the Site, Application, Services and Collective Content, you may not and you agree that you will not:
violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;
use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, Application, Services or Collective Content;
access or use our Site, Application, Services or the Vinder API to use, expose, or allow to be used or exposed, any Vinder Content:
(i) that is not publicly displayed by Vinder in its search results pages or listing pages before a Listing is confirmed;
(iii) in any way that otherwise violates the privacy rights or any other rights of Vinder’s users or any other third party; use the Site, Application, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Vinder endorsement, partnership or otherwise misleads others as to your affiliation with Vinder; dilute, tarnish or otherwise harm the Vinder brand in any way, including through unauthorized use of Collective Content, registering and/or using Vinder or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Vinder domains, trademarks, taglines, promotional campaigns or Collective Content, copy, store or otherwise access or use any information contained on the Site, Application, Services or Collective Content for purposes not expressly permitted by these Terms;
infringe the rights of Vinder or the rights of any other person or entity, including without limitation, their intellectual property, privacy, publicity or contractual right
interfere with or damage our Site, Application or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
use our Site, Application, Services or Collective Content in connection with the distribution of unsolicited commercial email (“spam”) or advertisements unrelated to lodging in a private residence;
“stalk” or harass any other user of our Site, Application, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as an Vinder Buyer or Grower;
offer, as a Grower, any Produce that you do not yourself own or have permission to List as a property (without limiting the foregoing, you will not list Produce as a Grower if you are serving in the capacity of an agent for a third party);
offer, as a Grower, any Produce that may not be Listed pursuant to the terms and conditions of an agreement with a third party;
register for more than one Vinder Account or register for an Vinder Account on behalf of an individual other than yourself;
unless Vinder explicitly permits otherwise, request or purchase any Produce if you will not actually be consuming the produce yourself;
contact another Member for any purpose other than asking a question related to a Produce, Listing, or the Member’s use of the Site, Application and Services;
recruit or otherwise solicit any Grower or other Member to join third-party services or websites that are competitive to Vinder, without Vinder’s prior written approval;
recruit or otherwise solicit any Member to join third-party services, applications or websites, without our prior written approval;
impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
use automated scripts to collect information from or otherwise interact with the Site, Application, Services or Collective Content;
use the Site, Application, Services or Collective Content to find a Grower or Buyer and then complete a request of a Produce independent of the Site, Application or Services, in order to circumvent the obligation to pay any Service Fees related to Vinder’s provision of the Services or for any other reasons;
as a Grower, submit any Listing with false or misleading information, including price information, or submit any Listing with a price that you do not intend to honor;
violate these Terms or Airbnb’s then-current Policies and Community Guidelines or Standards;
engage in disruptive, circumventive, abusive or harassing behavior in any area or aspect of our Platform, Application, or Services;
post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
systematically retrieve data or other content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
use, display, mirror or frame the Site, Application, Services or Collective Content, or any individual element within the Site, Application, Services or Collective Content, Vinder’s name, any Vinder trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site, Application or Services, without Vinder’s express written consent;
access, tamper with, or use non-public areas of the Site, Application or Services, Vinder’s computer systems, or the technical delivery systems of Vinder’s providers;
attempt to probe, scan, or test the vulnerability of any Vinder system or network or breach any security or authentication measures;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Vinder or any of Vinder’s providers or any other third party (including another user) to protect the Site, Services, Application or Collective Content;
forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content;
advocate, encourage, or assist any third party in doing any of the foregoing; or
accept or make a payment for Accommodation Fees outside Vinder Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Vinder harmless from any liability for such payment.
Vinder has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Terms, Vinder may take a range of actions against you, including but not limited to removing or disabling access to any or all of your Member Content or deactivating or canceling your Listing(s) or Vinder Account, for a violation of this Section or these Terms.
Vinder may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Vinder or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Vinder, its users, or members of the public. You acknowledge that Vinder has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review, remove, disable access to or edit any Member Content, but has the right to do so for the purpose of operating and improving the Site, Application and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. Vinder reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Vinder, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.
Intellectual Property Ownership and Rights Notices
The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the United States. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Vinder and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content. All trademarks, service marks, logos, trade names, and any other proprietary designations of Vinder used on or in connection with the Site, Application, Services, and Vinder Content are trademarks or registered trademarks of Vinder in the US and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Site, Application, Services, and Vinder Content are used for identification purposes only and may be the property of their respective owners. As a Grower, Buyer, or Member, you understand and agree that you are bound by the additional Terms, Guidelines and Policies that apply to your use of the Site, Application, Services and Collective Content, including Vinder’s Trademark & Branding Guidelines (as may be updated from time to time).
Vinder Content and Member Content License
Subject to your compliance with these Terms and Vinder’s Trademark & Branding Guidelines, Vinder grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Vinder Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Vinder or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application, Services, or through Vinder promotional campaigns, you hereby grant to Vinder a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, translate, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Site, Application and Services. Vinder does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application, Services or through Airbnb promotional campaigns. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application, Services or through Vinder promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to Vinder the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Vinder’s use of the Member Content (or any portion thereof) on, through or by means of the Site, Application, the Services or Vinder promotional campaigns will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that Vinder is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Vinder of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Site and Application, or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of Vinder and you hereby irrevocably assign to Vinder and agree to irrevocably assign to Vinder all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At Vinder’s request and expense, you will execute documents and take such further acts as Vinder may reasonably request to assist Vinder to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
Term and Termination, Suspension and Other Measures
These Terms shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Vinder terminate these Terms as described below.
Termination for convenience
You may terminate these Terms at any time via the “Cancel Account” feature on the Site or by sending us an email. If you cancel your Vinder Account as a Grower, any confirmed Listings will be automatically cancelled and your Buyers will receive a full refund. If you cancel your Vinder Account as a Buyer, any confirmed Listings will be automatically cancelled and any refund will depend upon the terms of the applicable cancellation policy.
Without limiting our rights specified below, Vinder may terminate these Terms for convenience at any time by giving you 30 days’ notice via email to your registered email address.
Termination for breach, suspension and other measures
Vinder may immediately, without notice terminate these Terms if (i) you have materially breached these Terms or our Policies, including but not limited to any breach of your warranties outlined in these Terms or breach of the “User Conduct” provisions in these Terms, (ii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Vinder Account registration, or Listing process or thereafter, (iii) you have violated applicable laws, regulations or third party rights, or (iv) Vinder believes in good faith that such action is reasonably necessary to protect the safety or property of other Members, Vinder or third parties, for fraud prevention, risk assessment, security or investigation purposes.
In addition Vinder may deactivate or delay Listings, reviews, or other Member Content, cancel any pending or confirmed Listings, limit your use of or access to your Vinder Account and the Site, Application or Services, temporarily or permanently revoke any special status associated with your Vinder Account, or temporarily or permanently suspend your Vinder Account if (i) you have breached these Terms or our Policies, including material and non-material breaches and receiving poor ratings from Growers or Buyers, or (ii) Vinder believes in good faith that such action is reasonably necessary to protect the safety or property of Members, Vinder or third parties, for fraud prevention, risk assessment, security or investigation purposes.
If we take any of the measures described in this Section, we may (i) communicate to your Buyers or Growers that a pending or confirmed Listing has been cancelled, (ii) refund your Buyers in full for any and all confirmed Listings, irrespective of preexisting cancellation policies, (iii) support your Buyers, on an exceptional basis, in finding potential alternative Produce, and (iv) you will not be entitled to any compensation for confirmed Listings that were cancelled.
In case of non-material breaches and where appropriate, you will be given notice of any measure by Vinder and an opportunity to resolve the issue to Vinder’s reasonable satisfaction.
If you or we terminate this Agreement, we do not have an obligation to delete or return to you any of your Member Content, including but not limited to any reviews or Feedback. When this Agreement has been terminated, you are not entitled to a restoration of your Vinder Account or any of your Member Content. If your access to or use of the Site, Application and Services has been limited or your Vinder Account has been suspended or this Agreement has been terminated by us, you may not register a new Vinder Account or attempt to access and use the Site, Application and Services through other Vinder Accounts.
If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT OR PARTICIPATE IN THE REFERRAL PROGRAM, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT VINDER DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, GUESTS AND HOSTS. BUT MAY CONDUCT SUCH BACKGROUND OR REGISTERED SEX OFFENDER CHECKS, IN OUR SOLE DISCRETION, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND IF WE HAVE SUFFICIENT INFORMATION TO IDENTIFY A MEMBER. IF WE CHOOSE TO CONDUCT SUCH CHECKS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT SUCH CHECKS WILL IDENTIFY PRIOR MISCONDUCT BY A USER OR GUARANTEE THAT A USER WILL NOT ENGAGE IN MISCONDUCT IN THE FUTURE.
THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT AND REFERRAL PROGRAM ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, VINDER EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. VINDER MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY PRODUCE, OR THE REFERRAL PROGRAM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. AIRBNB MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, PRODUCE, GROWERS, BUYERS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, SERVICES OR REFERRAL PROGRAM.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM VINDER OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY GROWER OR BUYER. YOU UNDERSTAND THAT VINDER DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES OR TO REVIEW OR VISIT ANY ACCOMMODATIONS. VINDER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, BUYERS AND GROWERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY VINDER. VINDER EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY BUYER OR OTHER THIRD PARTY.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR PURCHASE OF ANY PRODUCE VIA THE SITE, APPLICATION AND SERVICES, YOUR PARTICIPATION IN THE REFERRAL PROGRAM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF VINDER WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER VINDER NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT OR THE REFERRAL PROGRAM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES, OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM OR FROM YOUR LISTING OR BOOKING OF ANY ACCOMMODATION VIA THE SITE, APPLICATION AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VINDER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE GROWERS PURSUANT TO THESE TERMS, IN NO EVENT WILL VINDER’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR PURCHASING OF ANY PRODUCE VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM AND IN CONNECTION WITH ANY ACCOMMODATION OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR LISTINGS VIA THE SITE, APPLICATION AND SERVICES AS A GUEST IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A HOST, THE AMOUNTS PAID BY B VINDER TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VINDER AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
By accepting these terms of service you agree that Vinder is in no way liable for any harm that may come from the purchasing and/or consumption of Produce purchased via the Service. Buyers and Growers are liable for any health risk that may rise from the consumption of Produce sold via the Service.
You agree to release, defend, indemnify, and hold Vinder and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) Listing of a Produce, or (iii) creation of a Listing; (d) the use, condition or Listing of a Produce by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a Listing or use of a Produce.
Except as they may be supplemented by a document referenced and incorporated herein or by additional Vinder policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms constitute the entire and exclusive understanding and agreement between Vinder and you regarding the Site, Application, Services, Collective Content (excluding Payment Services), and any purchases or Listings of Produce made via the Site, Application and Services (excluding Payment Services), and these Terms supersede and replace any and all prior oral or written understandings or agreements between Vinder and you regarding purchases or listings of Produce, the Site, Application, Services, and Collective Content (excluding Payment Services).
You may not assign or transfer these Terms, by operation of law or otherwise, without Vinder’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Vinder may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Vinder (i) via a Communication (in each case to the address or phone number that you provide) or (ii) by posting to the Site or via the Application. For notices made via a Communication, the date of receipt will be deemed the date on which such notice is transmitted.
The failure of Vinder to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Vinder. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Third party beneficiary
These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
If you have any questions about these Terms, please contact VInder.