Terms of Use

Effective Date: December 30th, 2019

These Terms of Use constitute a legally binding agreement made by and between Handlebar Enterprises, LLC, as the owner and operator of SeedWise.com (referred to hereinafter as "SeedWise") and you, whether personally or on behalf of an entity ("You").  These Terms of Use govern your use of www.SeedWise.com and the services offered by SeedWise.com (the "Site").

By clicking the "I AGREE" button or accessing or using any part of SeedWise.com, You agree to be bound by these Terms of Use.  Internet technology, and the applicable laws, rules and regulations change frequently.  SeedWise reserves the right to make changes to these Terms of Use at any time.  Your continued access and/or use of SeedWise.com in any manner constitutes assent to any new Terms of Use provisions that may be posted on SeedWise.com.

1.      SeedWise.Com – An Online Farmers Marketplace

SeedWise is an online farmers marketplace that provides third parties the opportunity to buy and sell organic seeds.  Although transactions are processed by SeedWise as the online marketplace operator, orders by participating buyers ("Buyers") are delivered and fulfilled by participating sellers ("Sellers").

2.      Membership

a.      Eligibility:  Use of SeedWise.com is limited to individuals who are 18 years of age or older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful.

b.      Registration:  To participate as a Buyer or Seller on SeedWise.com, You are required to establish an account through the online registration process.  In creating an account, you must provide SeedWise with accurate and complete registration information.  You must promptly notify SeedWise.com if any information changes. 

c.       Password: When you open an account, you will be asked to establish a password.  Keep your password secure. You are fully responsible for all use of your password and account, including, without limitation, any use by any unauthorized third party.  You must notify SeedWise immediately if you believe your password or account has been obtained or may be accessed or used by any unauthorized person or entity. SeedWise will not be liable for any loss or damage arising from your failure to keep your password secure.

d.      Seller Account: To buy and sell items on SeedWise.com, You must provide and maintain valid payment information such as a valid credit card or checking account. Payment processing services for Sellers on SeedWise may be provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these terms or continuing to operate as a Seller on SeedWise, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of SeedWise enabling payment processing services through Stripe, you agree to provide SeedWise accurate and complete information about you and your business, and you authorize SeedWise to share it and transaction information related to your use of the payment processing services provided by Stripe.

3.      Fees

a.      Membership:  Establishing an online farmers market account on SeedWise.com is free.

b.      Sellers: 

i.       Fees:  SeedWise charges a percentage of an item's sale price for each completed transaction. When a sale is processed, SeedWise will charge the Seller a transaction fee of 7% of the posted item price, excluding shipping costs and applicable taxes, plus credit card fees. Credit card fees are an additional 2.9% of the total plus 30 cents per transaction.  By listing an item on SeedWise.com, You agree to pay Seedwise.com's fees for all transactions processed through SeedWise.com.

ii.      Refunds:  For all verified returns to a SeedWise Seller by a Seedwise Buyer, SeedWise will refund to the Seller any transactions fees deducted from the initial transaction.

iii.     Taxes:  You will be solely responsible for all taxes arising from, relating to or connected with your use of SeedWise.com, except for taxes related to SeedWise's income.

c.       Buyers: SeedWise.com does not charge Buyers any transaction fees on items purchased through SeedWise.com.

d.      Termination: If a Seller's account should be terminated for any reason, Sellers shall remain liable for all transaction fees incurred through the date of termination.

4.      Seller's Listing Conditions

a.      Accuracy:  You are responsible for the accuracy of the listing and the item offered. 

b.      Availability: All listings on SeedWise.com must be immediately available for purchase by any potential SeedWise Buyer.  

c.       Required Information:  All listings must clearly post the Seller's legal name, the complete address where it does business, and the terms of its refund and return policies.  The text of this information may not be smaller or less legible than the text of other information on the Seller's site. This information must be posted on the screen on which: (i) the items are first offered for sale; (ii) the Buyer may place the order for the item; or (iii) the Buyer may enter payment information.

d.      Searchability: Updated listings may not be immediately searchable by keyword or category for several hours.  SeedWise cannot guarantee the exact listing duration.

5.      Buyer's Purchasing Conditions

a.      Read Listings Carefully:  Buyers are responsible for reading the description of items before making a commitment to purchase.

b.      Binding Sales: All sales are binding. Buyers enter into a legally binding contract to purchase an item when they commit to purchase an item at the posted price.

c.       Legal Title:  SeedWise does not transfer legal ownership between Buyer and Seller.  All disputes pertaining to the offer to sell and/or the actual sale of any item posted on SeedWise.com, or any transaction processed on Seedwise.com, are to be resolved between the Buyer and Seller. 

6.      Prohibited Conduct. 

In your use of Seedwise.com, you may not:

a.      Post false, inaccurate, misleading, defamatory or harassing content.

b.      Violate any law, statute, ordinance or regulation.

c.       Infringe upon any patent, copyright, trademark, trade secret, right of publicity or other third party rights.

d.      Make available for sale items that have been identified by the U.S. Consumer Products Safety Commission as hazardous to consumers and therefore subject to a recall.

e.      Make available for sale any items in which the offer to sell, offer to purchase, the actual sale or purchase, or the shipping of such items in interstate commerce, would violate any criminal or civil law, statute, ordinance or regulation. 

f.       Attempt to use another user's account, impersonate another person or entity, misrepresent your affiliation with a person or entity, or create or use a false identity.

g.      Post obscene or sexually explicit content.       

h.      Distribute or transmit any code, virus or any other technologies, whether now known or yet to be developed, that may harm SeedWise or its users.

i.       Modify, adapt or hack SeedWise.com or modify another website so as to falsely imply that it is associated with SeedWise.

j.       Distribute or post spam, unsolicited or bulk electronic communications to SeedWise users.             

7.      Content

a.      License:   By posting, storing or transmitting any content on SeedWise.com, You hereby grant SeedWise a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable, right and license to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit and sublicense such content in any form, in all media now known or hereinafter created, anywhere in the world.  You hereby irrevocably waive any claims based on moral rights, if any.

b.      Objectionable Content:  SeedWise.com is not responsible for the content posted by its Buyers. You are solely responsible for your interactions with other users of SeedWise.com and any content that you post.  SeedWise.com shall not be liable for any damage or harm resulting from any content or your interactions with other users on SeedWise.com.   SeedWise.com reserves the right, but has no obligation, to take any action to restrict or remove access to any content, objectionable or otherwise, posted by SeedWise.com users.

8.      Privacy

a.      SeedWise:    SeedWise will only use personal information in accordance with SeedWise's Privacy Policy.

b.      Seller's Obligations:  As part of a transaction, You may obtain personal information, including email address, shipping and contact information from a SeedWise user. Without obtaining prior permission from the other user, this personal information shall only be used for the authorized transaction by and between Buyer and Seller, or for SeedWise.com-related communications.

9.      Idea Submissions

a.      Non-Proprietary:  SeedWise considers any suggestions, ideas, proposals or other material submitted to it by users whether solicited or unsolicited, (collectively, the "Material") to be non-confidential and non-proprietary.  SeedWise shall not be liable for the disclosure, use or exploitation of such Material.

b.      License: You hereby grant and agree to grant SeedWise, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable and transferable right and license to incorporate, use, publish and exploit the Material for any purpose whatsoever, commercial or otherwise, without compensation or accounting to You.

10.  Arbitration

a.      Any claim or controversy with SeedWise arising out of or relating to these Terms of Use (including its formation, performance and breach) shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  The Federal Arbitration Act shall govern the interpretation and enforcement of these Terms of Use.

b. The AAA's rules, as well as forms for initiating arbitration proceedings, are available at www.adr.org.   When initiating a request to arbitrate with the AAA, you must also send a copy of the competed form to SeedWise at the following address: Handlebar Enterprises, LLC.  P.O. Box 850, Folsom CA 95763.

11.    SeedWise's Intellectual Property

a.      Copyright.  All materials on SeedWise.com, including, without limitation, SeedWise.com logo, design, text, graphics, and other files, and the selection arrangement and organization thereof, are either owned by Handlebar Enterprises, LLC. or are the property of its suppliers or licensors.  You may not use such materials without permission.  © 2019 Handlebar Enterprises, LLC.  ALL RIGHTS RESERVED

b.      Trademarks.  SeedWise, SeedWise.com and its logos are trademarks owned by Handlebar Enterprises, LLC.  All page headers, custom graphics, button icons and scripts are trademarks or trade dress of Handlebar Enterprises, LLC.   You hereby acknowledge that any use by you of such trademarks or trade dress is for the sole benefit of SeedWise and all goodwill generated by such use will inure to SeedWise. You may not use any of these trademarks, trade dress or trade names without express permission.

c.       Ownership and Use.  SeedWise will retain ownership of its intellectual property rights and you may not obtain any rights therein by virtue of your use of SeedWise.com or these Terms of Use.

d.      Your Content.  SeedWise will not acquire an ownership interest in the material you post on SeedWise.com, but will acquire a non-exclusive license in accordance with Section 7(a).

12.    Access and Interference

a.      Automated Access:  You agree that you will not use any robot, spider, scraper or other automated means to access SeedWise.com for any purpose whatsoever without SeedWise's prior express written permission.

b.      Interference:  You agree that you will not:

            i.       Take any action that imposes, or may impose, an unreasonable or disproportionately large load on SeedWise's infrastructure.

         ii.      Interfere or attempt to interfere with the proper working of SeedWise.com, services or tools.

            iii.     Bypass SeedWise's robot exclusion headers or other measures SeedWise may use to prevent or restrict access to SeedWise.com.

13.    Termination.      

a.      By SeedWise:  Without limiting any other remedies, SeedWise may suspend or terminate its services and user accounts, restrict or prohibit access or your use of SeedWise.com, remove or restrict content, and/or take any technical or legal steps necessary if SeedWise:

         i.       Suspects a user has breached these Terms of Use.

         ii.      Is unable to verify or authenticate any of your account information.

         iii.     Believes that a user is acting inconsistently with the letter or spirit of SeedWise's policies, has engaged in improper or fraudulent activity in connection with SeedWise or that a user's actions may cause legal liability or financial loss to SeedWise's users or to SeedWise.

         iv.     Believes you are infringing the rights of third parties.

         v.      A Seller fails to pay any applicable transaction fees due to SeedWise under this Terms of Use or a Buyer fails to pay for items purchased on SeedWise.com.

         vi.     An account remains inactive for a period of at least six months.  

b.      By You:  Participating Buyers or Sellers may terminate their account for any reason at any time.  Buyers and Sellers are liable for all costs, fees and/or charges incurred up to the date of termination.

c.       Effect of Termination:  If your account is terminated, SeedWise may, in its sole discretion, delete all content, files or graphics relating to your use of SeedWise.com.  Following termination, You will not be permitted to access your account at SeedWise.com. 

d.      Survival.   The following Sections survive termination of these Terms of Use: Fees, Content, Disclaimers, Exclusions and Limitations, Indemnity, and Arbitration.

14.    Disclaimers, Exclusions and Limitations

a.      Disclaimer of Warranties.  To the extent permitted by applicable law, SeedWise provides its website and services on an "as is" and "as available" basis.  SeedWise does not represent or warrant that SeedWise.com, its services or use (i) will be uninterrupted, (ii) will be free of defects, inaccuracies or errors, (iii) will meet your requirements or (iv) will operate in the configuration or with other hardware or software You use.   SeedWise makes no warranties other than those made expressly in these Terms of Use, and hereby disclaims any and all implied warranties including, without limitation, warranties of fitness for a particular purpose, merchantability and non-infringement.

b.      Third Party Services.  Any Third Party links, services, goods, resources and information that SeedWise.com provides on or makes available on its website are not controlled by SeedWise.  Accordingly, to the extent permitted by applicable law, SeedWise makes no warranties regarding Third Party services, goods, resources and information including, without limitation, warranties of fitness for a particular purpose, merchantability and non-infringement and will not be liable for Your use of or reliance on such third party services, goods, resources or information.

c.       Exclusion of Damages.  To the extent permitted by applicable law, SeedWise will not be liable to You or any Third Party for any consequential, incidental, indirect, punitive or special damages (including damages for lost profits, lost data or loss of goodwill) arising out of, relating to or connected with the use of SeedWise.com or its services, based on any cause of action, even if advised of the possibility of such damages.

d.      Release:  If you have a dispute with one or more SeedWise users, you hereby release SeedWise, Handlebar Enterprises LLC., its employees, representatives, agents, attorneys, affiliates, directors, officers, managers and shareholders from all claims, demands, causes of action, liabilities, legal fees and costs, and damages (actual or consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

15.    Indemnity

You agree to hold SeedWise and its employees, representatives, agents, attorneys, affiliates, directors, officers, managers and shareholders (the "Indemnified Parties") harmless from any damage, loss cost or expense (including, without limitation, attorneys'' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought or asserted against any of the Indemnified Parties: (i) alleging facts or circumstances that would constitute a breach of any provision of these Terms of Use by you or (ii) arising from, related to, or connected with your use of SeedWise.com or its services.

16.    Severability

The validity or unenforceability of any provision of this Terms of Use shall not affect the validity or enforceability of any other provision of these Terms of Use.

17.    No Agency

You and SeedWise are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

18.    Choice of Law

These Terms of Use shall be governed by and construed and enforced in accordance with the substantive laws of the State of California, without regard to or application of California's conflict of law principles.  The parties consent to the jurisdiction of the State of California, and venue in the County of El Dorado, with regard to any controversy or claim arising out of or relating to this Terms of Use, or the breach thereof.

19.  No Waiver

No failure or delay by a party exercising any right, power or privilege under these Terms of Use will operate as a waiver thereof.

20.    Interpretation

Headings are for reference purposes only and do not limit the scope or extent of such section

21.    Notices

All notices required or permitted to be given by YOU pursuant to Section 10 (Arbitration) under these Terms of Use will be in writing and delivered to SeedWise by certified U.S. mail, return receipt requested, to:  Handlebar Enterprises, LLC, P.O. Box 850, Folsom CA 95763.  All notices by SeedWise will be sent to you at either the email or mailing address provided by YOU in connection with your SeedWise.com account.   All notices pertaining to account issues, registration, password security and termination requests may be emailed to SeedWise at: support@seedwise.com. 

22.    California Residents

If you are a California resident, in accordance with California Civil Code  § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, California 95814, or by telephone at (800) 952-5210.