EARTHWAYS – PLANT BASED LIVING LLC (hereinafter “EARTHWAYS”) maintains the website www.earthwaysmarket.com through which it distributes and sells products, and provides products and services to you when you visit or shop online, or use software we provide in connection with any of the foregoing (collectively, the “Service”). By listing your products and services on the Service, you agree to the following terms and conditions:
1. Parties. This Vendor Service Agreement is between Earthways and its Vendor(s) (“you”), collectively “the parties.” This Vendor Service Agreement shall apply to all parent companies, subsidiaries, successors-in-interest, proprietors, parties, or affiliates of the parties. The terms shall not be affected by any sale or transfer of ownership.
2. Effective date. All terms and conditions set forth herein are effective upon the first date that you utilize the Service. These terms shall not expire merely by the termination of your use of the Service and shall continue through all applicable statutes of limitation or common law timeframes as to any claims or rights that may be asserted by or against the parties arising from the Service.
3. Choice of Law, Jurisdiction and Venue. Any dispute or claim arising from these terms or your use of the Service is subjects to the governing law of the State of New Jersey. Any dispute or claim relating in any way to your use of the Service shall be adjudicated in the state or federal courts of Mercer County, New Jersey.
Notice or service of process shall be made to: Earthways – Plant based Living LLC, 268 Clover Ave., Ewing, NJ 08638.
4. Vendor’s Responsibilities. By using Vendor Service Agreementthe Service, you agree to comply with all applicable national, multi-jurisdictional, federal, state, and local laws, rules, statutes, treaties, regulations and orders. You are responsible for provide truthful and accurate information in the advertising and delivery of all products and services. You understand that users’ health and medical safety is of paramount importance. You shall not provide any product, nutrition, diet, or lifestyle information that is in any way false, misleading, or inaccurate. You shall not hold yourself out as a medical or healthcare professional unless duly licensed and certified in all applicable jurisdictions.
Upon discovery of any false, misleading, or inaccurate information, you shall immediately notify Earthways and take corrective measures to provide truthful and accurate information to users of the Service, including past users as may be necessary.
You shall maintain all customer data in a safe and secure manner and comply with all relevant privacy laws. You shall immediately advise Earthways and all affected users of any data breach.
You are responsible for ensuring that your employees, managers, representatives, and subcontractors shall likewise comply with this Vendor Service Agreement.
5. Indemnification. To the fullest extent permitted by law you agree to reimburse, indemnify, defend, and hold harmless Earthways, its subsidiaries, affiliates, shareholders, employees, officers, and directors from and against all loss, damage, expense (including attorney’s fees and expenses), and penalty, and any claim or action therefore by or on behalf of any person, (collectively, “Loss”) arising out of or in connection with the performance or failure of performance of this Vendor Service Agreement including, without limitation, Loss arising out of or occurring in connection with: (i) any acts or omissions by you or your employees or agents, including, without limitation, personal injury and death claims; (ii) all claims of your employees, agents, and subcontractors, whether for injury, death, compensation, social security, pension, unemployment compensation, etc.; (iii) the provision, ownership, installation, operation, maintenance, use, or repair of any of the Services; and (iv) all third-party claims alleging that any of the Services infringes any patent, copyright, trademark, or other proprietary right or constitutes a misuse of any trade secret information. You will not be relieved of the foregoing indemnity and related obligations by allegations or any claim that Earthways was negligent; but you are not liable to the extent any injury or damage is finally judicially determined by a court of competent jurisdiction to have been proximately caused by the sole negligence or willful act of Earthways.
Earthways agrees to timely advise you of any suit, claim, or proceeding, and to reasonably cooperate with you in the defense or settlement of such suit, claim, or proceeding, but you will have sole control thereof. If an injunction is obtained against Earthways use of any part of the Service, in whole or in part, you must promptly: (i) procure right of Earthways to continue Service in full or as modified so that Earthways is not subject to any such injunction, or (ii) reimburse to Earthways all lost revenue arising from or related to said injunction. If this indemnification provision is construed by a court of competent jurisdiction to require indemnification over and above that permitted by applicable law or public policy, the parties intend that the Agreement be judicially modified to afford Earthways the maximum indemnification allowed.
6. Arbitration. Any dispute or claim arising under this Agreement or use of the Service will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Conditions of Use as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to: Earthways – Plant based Living LLC, 268 Clover Ave., Ewing, NJ 08638. The arbitration will be conducted by the American Arbitration Association (AAA) under its commercial rules. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. 7. Severability. If any provision of this Agreement is held to be void or unenforceable by any judicial or administrative authority, or is unlawful or unenforceable under any applicable law, the remaining provisions are considered to be severable and their enforceability is not to be affected or impaired in any way by reason of such law or holding.