Effective Date: March 2021
These Terms apply to your use of the Site (however accessed and/or used, whether via personal computers, mobile devices or otherwise) or any other means or applications in which you connect with us and your use of our Services.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTIONS 13 BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
We recommend that you read these Terms in full to ensure you are fully informed. However, to make it easier for you to review those parts of these Terms which apply to you, we have divided up the information into the following sections:
- Who We Are
- Acceptance of Terms
- Account and Contact Information
- Payment and Cancelation Rights
- Site And Services Are For Personal Use Only
- Proprietary Rights
- Disclaimer of Warranties
- Limitation of Liability
- California Resident Rights
- International Users
- Third Party Links
- Arbitration / Dispute Resolution
- No Rights of Third Parties
- Contacting Us
1. WHO WE ARE
Seed + Mill is a U.S. based company that is dedicated to providing the finest quality seed based food products.
2. ACCEPTANCE OF TERMS
Agreement to the Terms. Each time that you access our Site or use the Services you signify that you have read, understand, and agree to be bound by these Terms. If you do not agree to any of these Terms, you must discontinue using the Site and Services.
Eligibility/Capacity. Our Site is a general purpose Site. You represent and warrant that you are at least 18 years old and that you possess the legal right and ability to enter into this agreement and to use the Site and Services in accordance with these Terms. If we have any reason to believe you are not 18 or older we may terminate your access to the Site or Services. By accessing or using the Site or Services you represent and warrant that you have the right, authority and capacity to enter into this agreement and to abide by these Terms. This agreement governs the acceptable use of the Site, Services, and content accessed through the Site, and your rights, obligations and restrictions regarding your use of our products and Services.
Electronic Form/Communications. By accessing or using the Site or Services you consent to having this Agreement provided to you in electronic form and receiving communications from us electronically. We may communicate with you by postal mail, e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirements that such communications be in writing.
3. ACCOUNT AND CONTACT INFORMATION
Access to the Site and Services. If you are browsing the Site or Services and have not used our Services, you will still be subject to these Terms.
Account. You must provide accurate, current and complete information when using our Services. Any falsification of any information whatsoever may, at Seed + Mill's option, result in immediate suspension or termination of your right to use the Services.
Contacting You. When you provide us with contact information in connection with a particular activity or when using our Services, such as an email address or telephone number, you agree that this action constitutes a purchase or inquiry establishing a business relationship with us. You expressly consent to our communicating with you using contact information obtained directly from you or which is provided to us with your consent. You attest that you have the legal authority over any contact information provided to us and can provide us and/or third parties with the authorization to contact you. This means you may be contacted in person or by recorded message, by e-mail, telephone and/or mobile telephone number (including use of automated dialing equipment), text (SMS) message, IM messaging, or any other means of communication that your wireless or other telecommunications device may be capable of receiving), in accordance with applicable laws or regulations (“Applicable Laws”).
4. PAYMENT AND CANCELATION RIGHTS
Making a Purchase. Please refer to the applicable offer for a description of the products sold on our Site and pricing. Any terms and conditions of any offer disclosed to you when ordering are deemed part of these Terms. We reserve the right to change the fees for products and will provide notice of any increase prior to your being charged.
Orders. Any prices displayed on the Site are quoted in U.S. dollars and are intended to be valid and effective only in the United States. We will add shipping and handling fees and applicable sales/use tax in accordance with our then-current policies. All orders are for personal use only and orders for resale are prohibited. Products displayed on the Site are available only while supplies last. If your order is canceled by us after you have been charged, we will issue a credit. No other refunds are available for any reason.
No Binding Offer. Nothing on the Site constitutes a binding offer to sell, distribute or give away any products or services. In the event the products and services are listed at an incorrect price, we have the right to refuse or cancel orders placed at the incorrect price, regardless of whether the order has been confirmed or you have been charged. We reserve the right at any time after receipt of your order to accept or decline such order, or any portion thereof, or to not ship to particular addresses, even after your receipt of an order confirmation or after you have been charged. We also reserve the right at any time to limit the quantities ordered for you or your household. There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, and availability. We make no representation as to whether information on the Site or Services is current or the completeness or accuracy of any information on the Site or Services.
Subscription Boxes And Recurring Billing. To the extent that Seed + Mill offers any subscription boxes or services the following terms and conditions will apply. You will be charged for your subscription using the billing information you provide at the time of enrollment (your “Billing Account”). By enrolling in our subscription program, you authorize your Billing Account to be charged the fees then in effect for the subscription on a recurring basis without any further authorization from you. Your non-termination constitutes your authorization for your Billing Account to be charged in accordance with and at the frequency (e.g., monthly or quarterly) identified at the time of enrollment. We reserve the right to correct any errors or mistakes contained in your Billing Account information and to update your Billing Account information from available third-party sources. The terms of your payment may be determined by agreements between you and the financial institution, debit/credit card issuer or other provider of your chosen payment method (your "Payment Method Provider"). If Seed + Mill does not receive payment from your Payment Method Provider, or we are advised of insufficient funds in your account or credit to cover your payment we may re-present such un-cleared or rejected payment, or the amount due in partial increments, to your Payment Method Provider. In the event we have to collect unpaid amounts you owe us, you will be liable for all collection costs, including attorneys' and collection agency fees. In the event we cannot charge the payment method you provide, we reserve the right to suspend or cancel your subscription and invoice you for any unpaid amounts.
Free or Introductory Promotional Offer. If you enrolled for a subscription under a special introductory offer (e.g., a discounted initial trial), you are subject to the terms of the offer you accepted and, unless you cancel within the time frame presented in the offer, the applicable regular charge for the Services you selected will be posted to your payment method after the introductory offer or trial period is completed. We reserve the right to limit any introductory or trial offer to one per person/household.
Cancelation. To cancel your subscription, please log into your account and select cancel or email us at email@example.com. Unless cancelled in the time frame provided, your subscription will be automatically renewed based on the term you accepted. To cancel a subscription box you must cancel before it has gone to fulfillment or you will be responsible for payment. The deadline for cancelation to avoid a future charge will be on your pre-shipment notice and in your account details.
Cancelation rights. YOU MAY CANCEL YOUR SUBSCRIPTION WITHIN THE FIRST THREE DAYS AFTER YOU ACCEPT AN OFFER WITHOUT A CHARGE.
Billing Related Inquiries. To change your payment method or for any other billing related inquiries, please contact customer service at firstname.lastname@example.org.
Current Billing Information Required. You must promptly notify Seed + Mill if your payment method is canceled (e.g., for loss or theft). If you fail to notify us, you remain responsible for any continued charges to the payment method you provided.
Change in Fees for Recurring Charges. Seed + Mill reserves the right to change the fees for subscription boxes and will provide no less than 30 days’ notice of any increase prior to your being charged the new rate.
5. SITE AND SERVICES ARE FOR PERSONAL USE ONLY
The products and content offered on the Site and the Services offered are intended for your personal, noncommercial use in accordance with these Terms. You agree that you will not, unless specifically permitted by us (i) copy, display or distribute any part of the Site, in any medium, without Seed + Mill's prior written consent, or (ii) alter or modify any part of the Site other than as may be reasonably necessary to use the Site for their intended purpose. You further agree that you will not use any automated devices, such as spiders, robots or data mining techniques to catalog, download, store or otherwise reproduce, store or distribute content or to manipulate the Site or Services. You will take no action to interfere with, interrupt, destroy or limit the functionality of the Site or any computer software or hardware or telecommunications equipment. You may not use the Site or Services in any manner that could damage, disable, overburden, or impair any Seed + Mill server, or the networks connected to any Seed + Mill server, or interfere with any other party’s use and enjoyment of any Site or Services. You may not attempt to gain unauthorized access to any Site or Services, other accounts, computer systems or networks connected to any Seed + Mill server or to any of the Site or Services, through hacking, cracking, distribution of counterfeit software, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site or Services. You may not reverse engineer, decompile or disassemble any software accessed through Site or Services, including any proprietary communications protocol used by Seed + Mill.
6. PROPRIETARY RIGHTS
The Services and all material published on the Site, including, but not limited to text, photographs, video, text, graphics, music, images, animations, audio, text, software, sounds, messages, comments, ratings, and other materials on the Site and all trademarks, service marks and logos is owned by Seed + Mill or its licensors (collectively, the “Content”), and is protected by laws governing copyrights patents, trademarks, trade secrets and/or other proprietary rights. Seed + Mill owns a copyright in the selection, coordination, arrangement and enhancement of such Content. You agree not to copy, reproduce, publish, transmit, distribute, perform, sell, create derivative works of, or in any way exploit, any of the Content, in whole or in part, without Seed + Mill's prior written consent. You acknowledge that you do not acquire any ownership rights in any Content. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Seed + Mill without express written consent. Except for allowing you to use the Site and Service for your personal use as set forth in the paragraph above, when you use the Site or Service, you are not receiving a license or any other rights from Seed + Mill, including intellectual property or other proprietary rights of Seed + Mill. You understand that you have no rights to the Site or Services or any other Seed + Mill property except as we indicate in these Terms.
7. DISCLAIMER OF WARRANTIES
YOU UNDERSTAND THAT YOUR USE OF THE SITE AND SERVICES (INCLUDING ANY DOWNLOADS OR ANY LOSS OF DATA OR OTHER DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE YOU EXPERIENCE FROM USING SITE AND SERVICES) IS AT YOUR SOLE RISK. YOU UNDERSTAND THAT THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" "WHERE-IS" AND "WHERE AVAILABLE" BASIS, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU. YOU ACKNOWLEDGE THAT SEED + MILL MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. IF YOU ARE DISSATISFIED WITH ANY OF THE MATERIALS CONTAINED IN THE SITE OR SERVICES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SITE AND SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, SEED + MILL DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THE SITE AND SERVICES.
8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SEED + MILL, OR ITS AGENTS, BE LIABLE TO YOU (OR ANY THIRD PARTY MAKING CLAIMS THROUGH YOU) FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF USE, PROFITS, DATA, OR OTHER INTANGIBLES, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, UNAUTHORIZED ACCESS TO AND TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS, ARISING OUT OF OR RELATED TO THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE, OR NON-PERFORMANCE OF THE SITE OR THE SERVICES OR ITS PRODUCTS, EVEN IF SEED + MILL HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. IF ANY PART OF THESE WARRANTY DISCLAIMERS OR LIMITATIONS OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN SEED + MILL’S AGGREGATE LIABILITY FOR ALL CLAIMS UNDER SUCH CIRCUMSTANCES FOR LIABILITIES SHALL NOT EXCEED THE GREATER OF THE AMOUNT OF MONEY YOU PAID TO SEED + MILL IN THE LAST 12 MONTHS OR $50. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
9. CALIFORNIA RESIDENTS RIGHTS
If you are a California resident and in connection with the foregoing release, you hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
10. INTERNATIONAL USERS
The Site and Services are controlled from facilities in the United States. Seed + Mill makes no representations that the Site or Services are appropriate or available for use in other locations. Those who access or use the Site and/or Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
12. THIRD PARTY LINKS
You may be able to access other websites or resources through links on the Site. Because Seed + Mill has no control over such websites and resources, you acknowledge and agree Seed + Mill is not responsible for the availability of such external website or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials or available from such websites or resources nor does Seed + Mill endorse any such websites or the products or services assessable on such websites. You further acknowledge and agree that Seed + Mill shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or resources.
13. ARBITRATION / DISPUTE RESOLUTION
Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of New York without application of conflict of laws rules, except that these Arbitration provisions shall be governed by the Federal Arbitration Act.
Resolution of Any Dispute. In the event a dispute arises between you and Seed + Mill (“Dispute”), we want to provide you with an efficient, neutral and cost-effective means of resolving the dispute. Most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting us by writing to Seed + Mill, LLC, 409 W15 St, New York, NY 10011. If, however, the Dispute cannot be resolved by the personnel directly involved, the parties shall first attempt in good faith to resolve the Dispute promptly by negotiation between duly appointed executive officers or other representatives of such parties, with full authority to negotiate and settle the Dispute. If a Dispute has not been resolved by negotiations within 90 days as provided hereinabove, such Dispute shall be submitted to JAMS, or its successor (collectively, “JAMS”), for mediation as provided hereinbelow. Any party involved in the Dispute may commence mediation by providing to JAMS and each other party involved in the Dispute a written request for mediation, setting forth the subject of the Dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS’ panel of neutrals and in scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator and any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the parties; provided, however, that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. None of the parties may commence arbitration or a civil action with respect to the matters submitted to mediation until after the completion of the initial mediation session, or 30 business days after the date of filing the written request for mediation, whichever occurs first. Mediation may continue after the commencement of arbitration or a civil action, if the parties so desire.
Limitation of Legal Remedies. If there is a Dispute that remains unresolved after mediation, INSTEAD OF SUING IN COURT, YOU AND SEED + MILL EACH AGREE TO THE FULLEST EXTENT PERMITTED BY LAW TO ARBITRATE DISPUTES THROUGH BINDING ARBITRATION PURSUANT TO THE JAMS ARBITRATION RULES AND PROCEDURES, ON AN INDIVIDUAL BASIS, WITHOUT CLASS RELIEF, EXCEPT FOR DISPUTES PERTAINING TO SEED + MILL’S INTELLECTUAL PROPERTY RIGHTS AND STATUTORY CLAIMS THAT PURSUANT TO LAW ARE NOT ARBITRABLE. This agreement to arbitrate is intended to be broadly interpreted. It includes claims based in contract, tort, statute, fraud, misrepresentation or any other legal theory (“Claim(s)”). The arbitrator's decision and award are final and binding, with some exceptions under the Federal Arbitration Act, 9 U.S.C. 1, et seq., and judgment on the award may be entered in any court with jurisdiction.
Jury Trial Waiver. YOU AND SEED + MILL EACH VOLUNTARILY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESOLVING ANY DISPUTE BETWEEN US ARISING OUT OF THESE TERMS OR THE SITE OR SERVICES.
Class Action Waiver. YOU AND SEED + MILL EACH AGREE THAT CLAIMS AGAINST THE OTHER MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING. All arbitrations under these Terms must be conducted on an individual (and not a class-wide) basis, and an arbitrator will have no authority to award class-wide relief. You acknowledge and agree that these Terms specifically prohibit you from commencing any legal proceedings as a representative of others, participating in a class, representative, or collective action as a class representative, class member or an opt-in party, acting as a private attorney general, or joining or consolidating Claims with claims or proceedings brought by any other person ("Class Action Waiver").
Arbitration Procedures. A party who intends to seek arbitration must first send to the other a written Notice of Dispute describing the nature and basis of the Claim and setting forth the specific relief sought ("Notice"). All Notices to Seed + Mill must be sent to the following address: Seed + Mill, LLC, 409 W15 St, New York, NY 10011. Our notice to you will be sent to you based on the most recent contact information that you provide us but if no such information exists or if such information is not current, then we have no obligation under this Section. Upon receipt of such Notice, the receiving party will have a 60-day period in which it may satisfy the Claim against it by fully curing the Claim, providing all the relief requested in the Notice, or entering into a settlement to resolve the Claim to the mutual satisfaction of the parties. After the expiration of such 60-day cure period, you or Seed + Mill may commence an arbitration proceeding. Unless otherwise agreed to by you and Seed + Mill in writing, the arbitration will be governed and conducted by JAMS before a single arbitrator with substantial experience in the internet industry and shall follow substantive law in adjudicating the Dispute. This Section shall be construed as a written agreement to arbitrate pursuant to the Federal Arbitration Act (“FAA”). You and Seed + Mill agree that this Section satisfies the writing requirement of the FAA. The arbitration of any claim will be conducted in the State of New York, and for any non-frivolous claim that does not exceed $5,000.00, you shall have the choice as to whether the hearing is conducted in person or by telephone. Each party will pay the fees and costs of its own counsel, experts and witnesses. The JAMS rules are available on its website at www.jamsadr.com. To the extent that this dispute resolution Section conflicts with JAMS minimum standards for procedural fairness, the JAMS rules and/or minimum standards for arbitration procedures in that regard shall control. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or for the arbitrator’s award; and any such suit may be brought only in Federal District Court or, if any such court lacks jurisdiction, in any state court that has jurisdiction. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any Dispute relating to the interpretation, applicability, unconscionability, arbitrability, or enforceability of these Terms including any claim that all or any part of these Terms are void or voidable. However, the preceding sentence shall not apply to the clause entitled “Class Action Waiver”.
Exception to Arbitration. Only disputes or actions pertaining to Seed + Mill LLC’s intellectual property rights, or statutory claims that pursuant to law are not arbitrable, are exempt from arbitration.
Survival. This arbitration provision shall survive termination of these Terms.
Severability. If any provision of this Section is declared or found by a court of competent jurisdiction or arbitrator to be unlawful, unenforceable or void, such provision will be ineffective only to the extent that it is found unlawful, unenforceable or void, and the remainder of the provision and all other provisions will remain fully enforceable, except that if the Class Action Waiver for any Claim cannot be enforced, then the provision to arbitrate will not apply.
14. NO RIGHTS OF THIRD PARTIES
You agree that, except as otherwise expressly provided in these Terms, there are not third-party beneficiaries to these Terms.
These Terms and policies incorporated herein ("Policies"), are the entire agreement between you and Seed + Mill. They supersede any and all prior or contemporaneous agreements between you and Seed + Mill relating to your use of the Site or the Services. Seed + Mill may assign these Terms in whole or in part, at any time. If any part of these Terms is determined to be invalid or unenforceable, it will not impact any other provision of these Terms, all of which will remain in full force and effect. Headings in these Terms are for convenience of reference only and shall not affect the interpretation or construction of these Terms. The failure of Seed + Mill to partially or fully exercise any rights or the waiver of Seed + Mill of any breach of these Terms by you, shall not prevent a subsequent exercise of such right by Seed + Mill or be deemed a waiver by Seed + Mill of any subsequent breach by you of the same or any other term of these Terms. The rights and remedies of Seed + Mill under these Terms, its Policies and any other applicable agreement between you and Seed + Mill shall be cumulative, and the exercise of any such right or remedy shall not limit Seed + Mill's right to exercise any other right or remedy.
16. CONTACTING US