Terms of Use
Last Modified: [November 19, 2021]
Acceptance of the Terms of Use
These terms of use are entered into by and between you and Culitrade, LLC (“Culitrade”, “we”, “our”, or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of www.culitrade.com, and any subdomain of such websites, such as the websites of our authorized third party sellers (“Culitrade Authorized Seller”) (the “Platform”), including any content, functionality, products, and services offered on or through the Platform, whether as a guest or a registered user. The terms “you” and “your” means you, your dependents if any, and any other person accessing your Culitrade Account.
Please read the Terms of Use carefully before you start to use the Platform. BY USING THE PLATFORM OR BY CLICKING ACCEPT OR AGREE TO THE TERMS OF USE WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE AND CULITRADE’S PRIVACY POLICY, FOUND AT [https://www.culitrade.com/Privacy-Policy] (“Privacy Policy”), INCORPORATED HEREIN BY REFERENCE. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform.
In order to access the Platform and the services, you represent and warrant that you are older than 18 years old. If you are under 18 years old, then you may not make a purchase on our Platform. If you are under the age of 18, please do not attempt to register with us at this Platform or provide any personal information about yourself to us. If we learn that we have collected personal information from someone under the age of 18, we will promptly delete that information. If you believe we have collected personal information from someone under the age of 18, please contact us at customerservice@culitrade.com.
Binding Arbitration. These Terms of Use provide that all disputes between you and Culitrade that in any way relate to these Terms of Use or your use of the Platform will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms of Use. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Arbitration for the details regarding your agreement to arbitrate any disputes with Culitrade.Availability of Services
Access to and use of the Platform or the services is limited exclusively to users located in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. Accessing the Platform or services from jurisdictions where content is illegal, or where we do not offer services, is prohibited.
Transactions through the Platform
We urge all Users to be responsible about their use of this Platform and any transaction entered into as a result of obtaining products or services. Parties other than Culitrade operate stores, provide services, or sell products through the Platform (each, a “Culitrade Authorized Seller”). We do not own or manage, nor can we contract for, any products or services listed on the Platform by Culitrade Authorized Sellers. We are not a party to any actual or potential transaction between customers (“Customer” and collectively with the Culitrade Authorized Seller, the “Users”) and a Culitrade Authorized Seller. We do not assume any responsibility or liability for the actions, products, services, including the quality, condition, accuracy, safety or legality of the product or services advertised or content thereof or any review relating to any Culitrade Authorized Seller.
Users agree that they are responsible for, and agree to abide by, all laws, rules and regulations applicable to their use of the Platform. Users further agree that they are responsible for their use of any tool, service or product offered on the Platform and any transaction they enter into on the Platform or in connection with their use of the Platform.
Culitrade Authorized Sellers further agree that they are responsible for and agree to abide by all laws, rules, ordinances, or regulations applicable to the products and services offered through the Platform and the conduct of their business, including but not limited to any and all laws, rules, ordinances, regulations or other requirements relating to taxes, credit cards, data and privacy, permits or license requirements, safety compliance and compliance with all anti-discrimination laws, as applicable. Please be aware that, even though we are not a party to any transaction and assume no liability for legal or regulatory compliance pertaining to the products or services offered or sold on the Platform, there may be circumstances where we are nevertheless legally obligated (as we may determine in our sole discretion) to provide information relating to a purchase in order to comply with requests from governmental bodies in relation to investigations, litigation or administrative proceedings, and we may choose to comply with such obligations in our sole discretion.
Culitrade Authorized Sellers who obtain personal information from Customers agree to properly handle and safeguard all such information in accordance with applicable legal and regulatory requirements and best practices.
While we do take certain measures with a goal to assist Users to avoid potentially fraudulent or other illegal activity of which we become aware, we assume no liability or obligation to take any such measures or actions. When we provide warnings or messages to Users about any such activity, we do not warrant that such messages are accurate or that such messages will reach any or all Users they should have reached in a timely manner or at all or that such messages or measures will prevent any harm or otherwise have any impact.
Culitrade Authorized Seller Terms
All purchases through our site or other transactions for the sale of goods, or services formed through the Platform or as a result of visits made by you are governed by our Terms of Sale, which are hereby incorporated into these Terms of Use. Additional terms and conditions may also apply to specific portions, services or features of the Platform, which are set by Culitrade Authorized Sellers (“Additional Terms”). All such Additional Terms are hereby incorporated by this reference into these Terms of Use. You acknowledge and agree that your purchase may be subject to Additional Terms of the Culitrade Authorized Seller and such Culitrade Authorized Sellers may place additional restrictions on your product or service.
Ordering and Purchasing of Products or Services
Order Acceptance and Shipment
Your placement of an order does not necessarily ensure that we will accept your order. We may require additional information regarding your order if you have not provided all the information required by us. Once a properly completed order and authorization of your form of payment is received, we will process your order and product for shipment. You understand and acknowledge that some orders may not be immediately available. We will do our best to provide realistic shipping dates for your orders. In the event your order cannot be shipped within ninety (90) days of our receipt of your properly completed order, you may contact our customer service team with the information provided below to discuss your options in regards to your order.
Typographical Errors and Incorrect Pricing
In the event a product or service is listed at an incorrect price due to typographical error or error in pricing information received from a third party, we shall have the right to refuse or cancel any orders placed for the products or services listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we will promptly issue a credit to your credit or debit card account in the amount of the charge. We apologize for any inconvenience.
Risk of Loss
All products purchased from our Platform are delivered to shipment carriers. The risk of loss and title for such products pass to you when they are delivered to the carrier.
Return Policy
Products purchased directly from Culitrade may be returned in accordance with our Return Policy [https://www.culitrade.com/Return-Policy]. You may return products purchased from the Culitrade Marketplace from third parties in accordance with the Additional Terms posted on each Culitrade Authorized Seller page.
Online Payments
You represent and warrant that if you are making online payments that (a) any credit card, debit card and bank account information you supply is true, correct, and complete, (b) charges incurred by you will be honored by your credit/debit card company or bank, (c) you will pay the charges incurred by you in the amounts posted, including, without limitation, any applicable taxes, and (d) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information. If Culitrade is unable to secure funds from the payment method you provide for any reason, including insufficient funds in the payment method or insufficient or inaccurate information provided by you when submitting electronic payment, Culitrade may undertake further collection action, including application of fees to the extent permitted by law. You acknowledge and agree that you will not dispute the charges from Culitrade with the payment method company, provided the transactions correspond to the terms indicated in these Terms of Use.
Changes
Culitrade may revise and update these Terms of Use, the Platform, and any Content, service or product provided by Culitrade from time to time in its sole discretion. All changes are effective immediately when Culitrade posts them and apply to all access to and use of the Platform thereafter. Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Eligibility; Platform Access, Security and Restrictions; Passwords
You agree to fully, accurately, and truthfully create your Culitrade Account (“Account”), including but not limited to your name, phone number, email address, and password, which become your Culitrade ID and credentials. You agree that all information you provide through the Account, including but not limited to through the use of any Interactive Services set out in these Terms of Use, is governed by the Privacy Policy, and you consent to all actions Culitrade takes with respect to your information consistent with the Privacy Policy. The Culitrade ID or credentials are personal to you, and you are solely responsible for maintaining the confidentiality of your Culitrade ID or credentials, and for all activities that occur under such Culitrade ID or credentials. You agree to prohibit anyone else from using your Culitrade ID or credentials and agree to immediately notify Culitrade of any actual or suspected unauthorized use of your Culitrade ID or credentials or other security concerns of which you become aware. Your access to the Platform may be revoked by Culitrade at any time with or without cause.
You are prohibited from violating or attempting to violate the security of the Platform, including, without limitation: (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Platform or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law.
You are responsible for maintaining the confidentiality of your Account, username and password, and you must not disclose it to any other person or entity. You agree to accept responsibility for all activities that occur with your permission or authorization under your Account, username and/or password, or because you fail to maintain sufficient security over your Account, username and/or password. You agree to notify Culitrade immediately of any unauthorized access to or use of your Account, user name or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information.
EACH USER ACKNOWLEDGES AND AGREES THAT: (1) NEITHER CULITRADE, CULITRADE AUTHORIZED SELLERS NOR ANY OF THEIR AFFILIATES WILL HAVE ANY LIABILITY TO ANY USER FOR ANY UNAUTHORIZED TRANSACTION MADE USING ANY USER’S ID OR PASSWORD; AND (2) THE UNAUTHORIZED USE OF YOUR ONLINE ID AND PASSWORD FOR YOUR ACCOUNT OR YOUR EMAIL ACCOUNT COULD CAUSE YOU TO INCUR LIABILITY TO BOTH CULITRADE, CULITRADE AUTHORIZED SELLERS AND OTHER USERS.
Culitrade has the right to disable any account at any time in its sole discretion for any or no reason, including if, in its opinion, you have violated any provision of these Terms of Use.
Electronic Communications
When you use the Platform or services, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. Culitrade may contact you by telephone, mail, or email to verify your Account information. Culitrade may request further information from you and you agree to provide such further information to ensure that you have not fraudulently created your Account. If you do not provide this information in the manner requested within 14 days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of the Platform and the services until you provide the information to us as requested.
Ownership of Platform and Related Materials; Restrictions
The Platform contain confidential and proprietary information, materials, data, databases, contents, processes, methodologies, know-how, software, text, displays, images, video, audio, trademarks, logos, service marks, features and functionality, and the design, selection and arrangement thereof (including, but not limited to, its consumer marketplace and restaurant services), are owned by Culitrade, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade dress, trade secret and other intellectual property or proprietary rights laws (collectively, the “Content”).
Subject to these Terms of Use and the payment of all applicable fees, Culitrade grants you a revocable, nontransferable (except as provided below), personal, nonexclusive license to use the object code version of the Platform. All rights not expressly granted to you in these Terms of Use are reserved and retained by Culitrade or its licensors, suppliers, publishers, rights holders, or other content providers. Neither the Platform or services, nor any part of the Platform and services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Culitrade.
You may not misuse the Platform or services. You may use the Platform and services only as permitted by law. The Content of the Platform, including without limitation the files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through this Platform may not be copied, distributed, modified, reproduced, published, or used, in whole or in part, except for purposes authorized or approved in writing by Culitrade. You may not frame or utilize framing techniques to enclose, or deep linking to, any name, trademarks, service marks, logo, content, or other proprietary information (including, without limitation, images, text, page layout, or form) of Culitrade without our express written consent. You will not challenge, contest or otherwise take any action inconsistent with Culitrade’s rights in and to the Content. In the event that any Content is infringed by another person, Culitrade will assert all rights available by law against that person.
Reliance on Information Posted
We try to be as accurate as possible when describing the products and services on the Platform; however, we do not warrant that the service or product descriptions, colors, information or other content available on the Platform are accurate, complete, reliable, current, or error-free. The information presented on or through the Platform is made available solely for general information purposes. Any reliance you place on such information is strictly at your own risk. Culitrade disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.
The products and services listed on the Platform are the sole responsibility of the Culitrade Authorized Seller and we specifically disclaim any and all liability arising from the alleged accuracy of the product or service offering and its content, reviews, or any alleged breaches of contract on a Customer’s part. We assume no responsibility to verify product and service listing content or the accuracy of such content. Customers are solely responsible for ensuring the accuracy of the User Contributions and Culitrade Authorized Sellers are solely responsible for verifying the accuracy of its descriptions for services offered, and any content received through the Platform from Customers.
The Platform may contain typographical errors or inaccuracies and may not be complete or current. Culitrade reserves the right to correct any errors, inaccuracies or omissions (including after an order has been submitted) and to change or update information at any time without prior notice. Please note that such errors, inaccuracies or omissions may relate to pricing and availability, and we reserve the right to cancel or refuse to accept any order placed based on incorrect pricing or availability information. We apologize for any inconvenience.
This Platform may include content provided by third parties, including materials provided by other users and third-party licensors. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Culitrade, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Culitrade. Culitrade and its affiliates are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Third Party Links
Links to third party websites may appear on the Platform. Links to third party websites are provided for your convenience only. Culitrade has no control over the contents of those sites or resources and does not review, approve, monitor, endorse, warrant, or make any representations with respect to the third party websites. Culitrade does not accept any responsibility for the third party websites or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for the third party websites and not by these Terms of Use.
User Contributions
The Platform may contain online questions & answers, online customer reviews and comments, and other interactive features (collectively, “Interactive Services”) that allow Users to post, submit, publish, display or transmit to other Users or other persons content or materials (collectively, “User Contributions”) on or through the Platform.
All User Contributions must comply with the Content Standards set out in these Terms of Use. Any User Contribution posted on the Platform for the public will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, you grant Culitrade, Culitrade Authorized Sellers, Culitrade’s affiliates and service providers, and each of the respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that: (a) you own or control all rights in and to the User Contributions and have the right to grant the license granted above to Culitrade, Culitrade Authorized Sellers, Culitrade’s affiliates and service providers, and each of the respective licensees, successors and assigns; and (b) all of your User Contributions do and will comply with these Terms of Use. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Culitrade, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness. Culitrade is not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Platform.
Content Standards
The content standards in this Section (the “Content Standards”) apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not: (a) contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; (b) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (c) infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; (d) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and the Privacy Policy; (e) be likely to deceive any person; (f) promote any illegal activity, or advocate, promote or assist any unlawful act; (g) be used to threaten, harass, annoy, inconvenience or be likely to upset, embarrass, alarm, cause anxiety, or annoy any other person; (h) impersonate any person, or misrepresent your identity or affiliation with any person or organization; (i) involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation or otherwise in a manner that violates the Controlling the Assault of Non-Solicited Pornography and Marketing Act (U.S. CAN-SPAM Act of 2003); or (j) give the impression that they emanate from or are endorsed by Culitrade or any other person or entity, if this is not the case.
Prohibited Uses
You may use the Platform for your personal, non-commercial use only, and in accordance with these Terms of Use, except for purposes authorized or approved in writing by Culitrade. Except as expressly permitted in accordance with these Terms of Use, you must not reproduce, repurpose, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, use, sell, re-sell, access, or transmit any portion of the Platform, or Content.
You must not use the Platform to harm others or the Platform itself. You agree not to: (a) use the Platform in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (b) access or use the Platform to build a similar or competing service, website, or application; (c) reverse engineer any portion of the Platform; (d) use the Platform for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (e) collect or store personal data about other account users or attempt to gain access to other user accounts or otherwise mine information about the Platform or the users of either; (f) use the Platform to send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use; (g) use any robot, spider, or other automatic device, process or means, to access the Platform for any purpose, including monitoring or copying any of the material on the Platform; (h) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (i) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform; or (j) use any device, software, or technology to attack the Platform or otherwise attempt to interfere with the proper working of the Platform.
IMPROPER USE OF THE PLATFORM, CONTENT, USER CONTRIBUTIONS, PRODUCTS OR SERVICES WILL RESULT IN LOSS OF YOUR ACCOUNT ACCESS AND MAY RESULT IN CIVIL AND CRIMINAL LIABILITIES AND ENFORCEMENT FOR DAMAGES TO THE FULLEST EXTENT OF APPLICABLE LAW. Further, improper use of the Platform or any and/or all Content and User Contributions automatically terminates any rights set forth in this Section 15 without prejudice to any other remedy provided by applicable law or these Terms of Use.
Copyright Infringement
Culitrade will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Platform infringes your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to Culitrade’s agent as designated below (“Copyright Agent”). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (a) your physical or electronic signature, (b) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Platform, a representative list of such works, (c) identification of the material you believe to be infringing in a sufficiently precise manner to allow Culitrade to locate that material, (d) adequate information by which Culitrade can contact you (including your name, postal address, telephone number and, if available, e-mail address), (e) include both of the following statements in the body of the DMCA Notice: (i) “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)”, and (ii) “I hereby state that the information in this DMCA Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
Culitrade’s designated Copyright Agent to receive DMCA Notices is:
Chris Perrote
20 N. Martingale Road, Suite 410
Schaumburg, IL 60173
copyright@sefa.comIf you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. Culitrade will disable and/or terminate the accounts of Users who are repeat infringers.
Intellectual Property
Culitrade retains all right, title, and interest in and to the Platform, the services and any information, products, documentation, software, or other materials on the Platform, and any patent, copyright, trade secret, trademark, service mark, or other intellectual property, or proprietary right in any of the foregoing, except for information on the Platform licensed by Culitrade. You agree not to store, copy, modify, reproduce, retransmit, distribute, disseminate, rent, lease, loan, sell, publish, broadcast, display, or circulate such information to anyone. Use, reproduction, copying, or redistribution of Culitrade trademarks, service marks, and logos are strictly prohibited without the prior written permission of Culitrade. The immediately foregoing sentence also applies to any Culitrade Authorized Seller or other third party trademarks, service marks, and logos posted on the Platform. Nothing contained on the Platform should be construed as granting, by implication, estoppel, waiver, or otherwise, any license or right to use any trademarks, service marks, or logos displayed on the Platform without the written grant thereof by Culitrade, Culitrade Authorized Seller or the third party owner of such trademarks, service marks, or logos. The Platform may contain other proprietary notices and copyright information, the terms of which you agree to follow.
Feedback
In the event that you provide comments, suggestions, enhancements or recommendations to the Platform, products or services (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the products and services) (collectively, "Feedback"). We always appreciate your Feedback and other suggestions about our products and services; however, you should know that we may use them without any restriction or obligation to compensate you, and we are under no obligation to keep them confidential. In accordance with this, you hereby grant to Culitrade a world-wide, royalty free, irrevocable, perpetual license to use Feedback for any purpose whatsoever.
CAN-SPAM Act and Telephone Consumer Protection Act Compliance
Culitrade is committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM ACT”) and the Telephone Consumer Protection Act (“TCPA”). You consent to receive text messages from us as set forth in Section 9, above (Consent to Receive Text Messages). Emails, newsletters, and text messages received from us are intended to fully comply with the CAN-SPAM ACT and the TCPA. In the event you receive an email or text message from us which you do not believe is fully compliant with the CAN-SPAM ACT or the TCPA, please contact us immediately at the address listed below under the section “Contact Us.”
You shall not use or permit any of your employees, agents, or affiliates to market, promote, or solicit Culitrade products or services in ways that would violate the CAN-SPAM ACT, the TCPA or any other laws. You shall not: (a) infringe on the rights of others; distribute chain letters or unsolicited bulk electronic mail (“spamming”); (b) propagate computer worms or viruses; (c) use a false identity; (d) attempt to gain unauthorized entry to any site or network; or (e) infringe copyrights, trademarks, or other intellectual property rights.
You further agree to comply with U.S. export laws concerning the transmission of technical data and regulated materials via the Internet. You agree to indemnify and hold Culitrade and its affiliates harmless for any and all acts found or suspected to be in violation hereof. You shall indemnify and hold Culitrade and its affiliates harmless against and from losses, damages, costs, and reasonable attorney fees incurred in defending or resolving any suits brought against Culitrade or any of its affiliates by anyone arising out of any alleged violation of any anti-spamming rules, regulations, laws, statutes. Your Account will be terminated for any of the above infractions.
Linking to the Platform and Social Media Features
You may link to the Platform, provided you do so in a way that is fair and legal and does not damage Culitrade’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on the part of Culitrade without express written consent. The website from which you are linking, or on which you make certain content accessible, must comply in all respects with Content Standards set out in these Terms of Use.
Monitoring and Enforcement; Termination
Culitrade has the right to: (a) remove or refuse to post any User Contributions for any or no reason in its sole discretion, (b) take any action with respect to any User Contribution that Culitrade deems necessary or appropriate in its sole discretion, including if Culitrade believes that such User Contribution violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public or could create liability for Culitrade, (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy, (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform, and (e) terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use. Without limiting the foregoing, Culitrade has the right to fully cooperate with any law enforcement authorities or court order requesting or directing Culitrade to disclose the identity or other information of anyone posting any materials on or through the Platform.
Culitrade does not undertake to review the material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, Culitrade assumes no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. Culitrade has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Disclaimer of Warranties
CULITRADE DOES NOT WARRANT THAT ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. THIS PLATFORM, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY PLATFORM-RELATED SERVICE, IS PROVIDED "AS IS," WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. CULITRADE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE PLATFORM.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS PLATFORM, PLATFORM-RELATED SERVICES, PRODUCTS, AND LINKED WEBSITES. CULITRADE DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.
WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD, AND OFFERED THROUGH THE PLATFORM ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED BY CULITRADE AUTHORIZED SELLERS OR THIRD PARTIES WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES. CULITRADE DOES NOT ACCEPT ANY LIABILITY FOR THE CONSEQUENCES ARISING FROM THE APPLICATION, USE, OR MISUSE OF ANY PRODUCTS OR SERVICES CONTAINED ON OR MADE AVAILABLE THROUGH THE PLATFORM, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON OR PROPERTY AS A MATTER OF NEGLIGENCE, OR OTHERWISE.
Limitation on Liability
IN NO EVENT WILL CULITRADE, ITS AFFILIATES OR THEIR RESPECTIVE LICENSORS, CULITRADE AUTHORIZED SELLERS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE PLATFORM, OR SUCH OTHER WEBSITES, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE EXTENT ANY ASPECT OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF CULITRADE, AND ITS AFFILIATES TO YOU WITH RESPECT TO THE PLATFORM, OR SERVICES OR YOUR USE OF THE PLATFORM, OR SERVICES IS $5.00 (FIVE DOLLARS). YOU HEREBY AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT LIMIT THE EFFICACY OF SUCH INDEMNIFICATIONS OR RELEASES.
Assignment
You may not assign, transfer, or delegate the Terms of Use or any part thereof without Culitrade’s prior written consent. Culitrade may freely transfer, assign, or delegate all or any part of the Terms of Use, and any rights or duties hereunder or thereunder. The Terms of Use will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the parties.
Force Majeure
We will not be deemed to be in breach of these Terms of Use or liable for any breach of these Terms of Use or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, or other disaster.
Indemnification
You agree to defend, indemnify and hold harmless Culitrade, its affiliates, Culitrade Authorized Sellers, business partners, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (i) your use or misuse of the Platform, products, services or any information posted on the Platform; (ii) your breach of the Terms of Use or Privacy Policy; (iii) the content or subject matter of any information you provide to Culitrade, Culitrade Authorized Sellers, Culitrade’s affiliates and business partners; or (iv) any negligent or wrongful act or omission by you in your use or misuse of the Platform, products, services, or any information on the Platform, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct.
Governing Law
All matters relating to the Platform and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule.
Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Illinois. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. You acknowledge that Culitrade has the right under the Terms of Use to seek an injunction, if necessary, to stop or prevent a breach of your obligations under the Terms of Use.
Arbitration
YOU AND CULITRADE ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITTATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE PLATFORM, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 28. (The AAA Rules are available at www.adr.org/arb_med, by calling the AAA at 1-800-778-7879, or by contacting us at our Notice address listed below.) You agree that, by agreeing to these Terms of Use, the Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
If you seek arbitration or elect to file a small claim court action, you must first send Culitrade, by certified mail, a written notice of your claim (a “Notice”) to our General Counsel at Culitrade, Attention: General Counsel, 20 N. Martingale Rd, Suite 410, Schaumburg, IL 60173. If Culitrade initiates the arbitration, it will send such Notice to you in accordance with this section. A Notice, whether sent by you or Culitrade, must: (a) describe the nature and basis of the claim or dispute; and (b) describe the specific relief sought (the “Demand”). If you and Culitrade do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Culitrade may commence an arbitration proceeding or file a claim in small claims court. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
You may download or copy of form Notice and a form to initiate arbitration at https://www.adr.org. If you are required to pay a filing fee, after Culitrade receives the Notice at the address listed above that you have commenced arbitration, Culitrade will promptly reimburse you for your payment of the filing fee, unless your claim is for greater than US $10,000, in which event you will be responsible for the filing fees.
If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If you claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Culitrade last written settlement offer made before an arbitrator was selected (or if Culitrade did not make a settlement offer before an arbitrator was selected), then Neighborhood goods will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules.
You agree to an arbitration on an individual basis. IN ANY DISPUTE, NEITHER YOU NOR CULITRADE WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
This arbitration clause shall survive the termination of these Terms of Use. If this specific provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be as set forth above.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE PLATFORM MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver by Culitrade of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any delay or failure on the part of Culitrade to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Entire Agreement
The Terms of Use, Terms of Sale, Privacy Policy, and any Additional Terms applicable to your purchase of a product or service from a Culitrade Authorized Seller constitute the sole and entire agreement between you and Culitrade with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform. Such individual terms and conditions are between you and the Culitrade Authorized Seller, we are not a party to those individual terms and conditions, and such individual terms and conditions do not modify or amend these Terms of Use.
Contact Us
All feedback, comments, requests for technical support and other communications relating to the Platform should be sent to customerservice@culitrade.com, except for the notices of copyright infringement claims which should be sent as set forth in Section 16.