Zaycon Fresh

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Terms Of Use - ZayconFresh.com

Version: 6/15/2015

Welcome to Zaycon Fresh! Please take the time to read through the Agreement below to understand the terms and conditions of using this website and the associated services.

  1. Acceptance Of Agreement

    2. This terms of use agreement (“Agreement”) is entered into by and between Zaycon, LLC d/b/a Zaycon Fresh (“Zaycon”, “we” or “us”), and you, individually or on behalf of the legal entity you represent (“User” or “you”). Zaycon operates www.zayconfresh.com, related subdomains and other merchandising channels including web and mobile sites or applications, forums and social media platforms (collectively, the “Site”). The services, content, and products that Zaycon provides to you via the Site (collectively, the “Services”) are offered to you subject to this Agreement as well as any other terms or rules that we may post on the Site and/or present as part of any such Services. Any and all such additional terms and rules are incorporated into this Agreement by this reference. Please read this Agreement carefully as it affects your legal rights and obligations.

    By using the Site or any Services, you represent to us that you are at least 18 years old. Use of the Site or any Services by children under the age of 18 years is prohibited, unless an area of the Site specifically states otherwise. Your use of the Site and the Services is subject to your acceptance of and compliance with this Agreement. By using the Site and/or the Services, you accept and agree to be bound by the terms of this Agreement. If you do not accept all the terms of this Agreement, you should not use (and you have no right to use) the Site or Services, and you should cease any use immediately.

    Zaycon may discontinue the operation of, or prohibit you from accessing or using, the Site or Services (or components thereof) at any time and without liability to Zaycon, for any reason, including if you violate this Agreement or fail to make payments to Zaycon under the terms of this Agreement or as otherwise specified on the Site. We may modify this Agreement from time to time. If the Agreement is modified, we will post the updated Agreement on the Site, and any use of the Site after we post the revised Agreement constitutes agreement to the new terms. The Privacy Policy also applies to your use of the Site and Services.

  2. Description of Services, Ordering and Delivery

    3. Among other services and content that Zaycon provides on the Site, Zaycon’s Services include online ordering and coordination of local sales events allowing consumers to take advantage of combined buying power to purchase high-quality foods and other products (collectively the “Products”), directly from farmers and other producers and suppliers.

    Orders must be placed prior to posted cut-off times with respect to each sales event. After completing the check-out process, if your credit information is successfully processed you will receive an order confirmation as proof of purchase. Errors in order processing may occur from time to time and are subject to correction. To receive the ordered Product, you must present valid proof of purchase at the designated time and place of the sales event shown on the confirmation. Most Zaycon Products cannot be shipped directly to Zaycon’s customers. Unless expressly stated on the product page, purchased Products can only be received by customer pick-up at a scheduled sales event.

    Zaycon, in its sole discretion, may reject any order or limit quantities in any order for any reason or for no reason. If we reject or adjust any aspect of your order, we will attempt to notify you.

    Zaycon hereby disclaims liability for any personal injury or property damage occurring at a Zaycon sales event except where it is the direct result of the gross negligence or intentional acts or omissions of Zaycon or its employees, subject to the limitations of this Agreement.

    Order cancellations, refunds, and credit for missed sales events are governed by our Refund Policy which is hereby incorporated and made a part of this Agreement.
  3. Pricing and Product Information

    4. Occasionally, unintentional pricing or typographical errors may occur on the Site and other Zaycon materials. If we discover that an item is listed at an incorrect price or with incorrect information, Zaycon shall have the right to refuse or cancel any purchased orders placed for that item. Zaycon reserves the right to correct any errors, inaccuracies or omissions and to change or update the pricing, availability and product descriptions at any time without notice. Prices and availability of Products are subject to change without notice, including, but not limited to, special promotions and offers. Zaycon, in its sole discretion, may choose to suspend, change, terminate and/or refuse to accept any special offers, promotions, discounts or awards in the event of (i) advertising mistakes; (ii) any suspected or actual misuse, fraud or abuse relating to such offers, promotions, discounts or awards; or (iii) for any other reason, without notice to you.

    Product availability is not guaranteed and is subject to change without notice. If the item that you have purchased is no longer available for any reason, Zaycon will issue a refund to your credit card or a credit to your account per the terms of the Refund Policy. Occasionally due to circumstances beyond Zaycon’s control, the date, time, and or location of a scheduled sales event must be changed. In the event of such a change Zaycon will make reasonable efforts to attempt to contact you with updated information about the sales event.

    If Zaycon cancels an order for which your credit card has been charged, Zaycon will issue a refund to your credit card per the terms of the Refund Policy.

  4. Relationship Between You and Zaycon

    5. Using the Site and/or Services does not create an employer-employee, principal-agent, joint-venture, franchise, partnership or independent contractor relationship of any type between you and Zaycon. You are solely responsible for paying all fees and applicable taxes associated with the Services in a timely manner with a valid payment method. Unless otherwise stated, all prices are quoted in U.S. Dollars.

  5. Use Rights and Limitations
    1. License Grant. Zaycon may make available to you, from time to time, software for your use in connection with the Services and the Site (“Software”). Zaycon hereby grants to you a royalty-free, personal, non-exclusive, non-transferable, non-sublicensable, limited license to use the Site and Services subject to the terms of this Agreement, and to use, download, install on your personal computer(s) or personal mobile device(s) any Software offered that may be downloadable only in accordance with the terms of this Agreement and the documentation and/or use instructions that accompany such Software, the Services or other features on the Site and only in connection with the Services and the Site. The Software is licensed, not sold.
    2. Limitations on Use of Software. Unless and to the extent specifically provided otherwise in the Software or related documentation (including any Readme file), you may not:
      1. separate any individual component of the Software for use;
      2. incorporate any portion of the Software into other software or compile any portion of it in combination with other software;
      3. use it, or any portion of it, with any other service or over a network;
      4. sell, rent, lease, lend, loan, distribute, assign or sublicense the Software or otherwise transfer any rights to it in whole or in part;
      5. modify, reverse engineer, decompile, remove any proprietary notices or disassemble the Software in whole or in part, or create any derivative works from or of the Software, or encourage, assist or authorize any other person to do any of these things; or
      6. make copies of or distribute the Software or electronically transfer it or any portion of it from one computer to another or over a network.

        7. We may discontinue some or all of any Software at any time. We may also terminate your right to use any Software at any time, and in such event we may modify it to make it inoperable. You agree to abide by all laws and regulations in effect regarding your use of the Software, including without limitation, its unauthorized use in connection with any copyrighted content. You may not authorize or assist any third party to do any of the things prohibited in this paragraph.

    3. Limitations on Use of the Site and Services. Unless as otherwise specifically stated in this Agreement or as agreed upon in writing between you and Zaycon, you may not, and you agree not to:
      1. collect or use, in any manner and for any reason not specifically associated with your permitted use of the Site or the Services under the terms of this Agreement, any information or descriptions on the Site or related to the Services;
      2. “frame” or use inclusion techniques to enclose any Zaycon trademark, logo, Service, or other content on the Site within another Web site or within any other digital content;
      3. use any data mining, scrapers, robots, or similar data gathering or extraction methods to obtain content or information from the Site or Services;
      4. distribute, modify, license, resell, or make any commercial use of the Site or any content on the Site apart from using the Services for their intended uses;
      5. use the Site or Services in any manner that violates a third party’s intellectual property rights, including the rights of copyright owners in any content that you use or modify in connection with the Site or Services;
      6. attempt to gain unauthorized access to the Site or Services by any means, including hacking or password mining;
      7. use the Site or Services for any purpose that is unlawful or prohibited by this Agreement; or
      8. use the Site or Services in any way that could damage or overburden the Site or Services and interfere with any Zaycon server or networking equipment, Zaycon’s provision of the Site or Services, or any user’s use or enjoyment of the Site or Services.

        9. We may discontinue some or all of the Services and/or Site functionality at any time. We may also terminate your right to use or access the Site and/or Services at any time, and we may also modify the Site and/or Services it to make them unavailable or inoperable. You agree to abide by all laws and regulations in effect regarding your use of the Site and/or Services, including without limitation, its unauthorized use in connection with any copyrighted content. You may not authorize or assist any third party to do any of the things prohibited in this paragraph.

  6. Password and Account Access.

    7. If you use any part of the Site or Services that requires a user name or password, you agree to provide us with complete, accurate and current registration information as prompted by the Site. You are solely responsible for maintaining the confidentiality and security of your account, password and computer and phone equipment. You agree to notify Zaycon immediately if you learn that the security of your account is compromised. Zaycon reserves the right to take any action that it deems necessary or reasonable to ensure the security of the Site, the Services or your account, including without limitation terminating your account, changing your password or requesting additional information to authorize transactions on your account. Notwithstanding the above, Zaycon may rely on the authority of anyone accessing your account or using your password. Zaycon will not be liable to you for any action or inaction of Zaycon under this “Password and Account Access” provision, any compromise of the confidentiality of your account or password, or any unauthorized access to your account or use of your password. On the other hand, you may be liable for losses incurred by Zaycon as a result of someone else using your account.

  7. Public Forums and User-Submitted Content
    1. Public Forums. The Site and/or Services may include or incorporate functionality that allows you to post reviews or feedback, interact with other users of the Site or Services, to post text and/or other content on message boards, or other publicly accessible locations. You acknowledge that Zaycon will not, and has no obligation to, monitor or regulate any user-submitted content on any publicly accessible forum, but Zaycon reserves the right to remove any user-submitted content or posts at its sole discretion.
    2. No Confidentiality. Any and all content you post, transmit or use in connection with the Site or Services is considered non-confidential, and Zaycon has no obligations (whether of confidentiality, compensation or otherwise) with respect to such content..
    3. License to User Content. If you choose to post or upload any photos, videos, audio, text or any other content to the Site, you hereby grant Zaycon a non-exclusive, perpetual, irrevocable, transferable, sub-licensable, royalty-free, worldwide license and right to use, copy, modify, translate, prepare derivative works, perform publicly, distribute, display publicly, and exploit any content that you post, transmit or use in connection with the Site or the Services.
    4. Feedback. If you elect to provide suggestions, ideas, proposals, concepts or other feedback to us (whether written, verbal or in any other format or manner) in connection with these Terms of Use or use of our Site or Services (“Feedback”), you acknowledge and agree that we have no obligation (whether of confidentiality, compensation or otherwise) with respect to such Feedback, and we will be free to use and exploit such Feedback in any manner without restriction of any kind. You acknowledge and agree that all Feedback will be the sole and exclusive property of Zaycon. You hereby irrevocably transfer and assign, and agree to transfer and assign, to Zaycon all of your right, title, and interest in and to all Feedback, including all intellectual property rights therein.
    5. Limitations on User-Submitted Content. When you use the Site or any of the Services, you agree not to upload, post, modify, distribute, email, transmit, or otherwise make available any user-submitted content that:
      1. is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise injurious to third parties;
      2. is protected by any patent, trademark, trade secret, copyright or other intellectual or proprietary right, unless you own such rights or have received all necessary consent;
      3. impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, or interfere with someone else’s use of the Site;
      4. constitutes a charity request, petition for signatures, chain letter, letter or information relating to one or more pyramid schemes, advertising or solicitation for funds, political campaigning, mass mailing, any form of unsolicited commercial email or “spam,” or an offering or dissemination of fraudulent goods, services, schemes or promotions;
      5. is sent via unsolicited emailings, if such email could reasonably be expected to provoke complaints from its recipients;
      6. is harmful, including without limitation, viruses, Trojan horses, worms, time bombs, zombies, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information; and/or
      7. violates any applicable local, state, national or international law.
    6. Representations and Warranties Regarding User-Submitted Content. By posting user-submitted content, you represent and warrant that all user-submitted content you submit on the Site or as part of the Services is authentic, accurate, complete and not misleading. You further represent and warrant that, by posting user-submitted content, you own or otherwise control all of the rights to your user-submitted content, including, without limitation, all the rights necessary for you to post the user-submitted content.
  8. Copyright

    9. All content and copyrighted and copyrightable materials on the Site, including, without limitation, the text, graphics, pictures, videos, sound files and other files, design, compilation, Zaycon logo, and the selection, arrangement, organization and magnetic translation thereof (“Materials”) are the property of Zaycon or its third-party licensors and are protected by United States and international copyright laws. Zaycon or its third-party licensors, own all right, title and interest in and to the Materials, and nothing in this Agreement shall be interpreted to grant a license or ownership interest in or to the Materials. None of the Materials may be copied, in whole or in part, without express written permission by the copyright holder, and all rights are expressly reserved.

  9. Trademarks

    10. All product names and logos, including without limitation ZAYCON®, ZAYCON FOODS®, ZAYCON FRESH™, the ZAYCON FRESH logo, and all other marks and logos included on the Site (“Marks”) are registered trademarks or trademarks of Zaycon or its partners, suppliers or licensors, and may not be copied, imitated or used as trademarks or otherwise, in whole or in part, without the express prior written permission of Zaycon or its partners, suppliers or licensors, as applicable. All rights are expressly reserved, and nothing in this Agreement shall be interpreted to grant a license or ownership interest in or to any of the Marks.

  10. Third-Party Products and Services

    11. Parties other than Zaycon may offer software, products and services (collectively, “Third-Party Products”) on or through the Site or Services. Your use of any Third-Party Products that are provided on the Site will be governed by the terms and conditions of a terms of use agreement or an end-user license agreement between you and the service or software provider (any such agreement, a “EULA”). If you choose not to accept a EULA, you must not download or use the third-party software or service. Zaycon is not a party to any such EULAs and shall not be responsible or liable for their content or any terms, conditions or obligations therein. In the event no EULA is provided for third-party software or services provided on the Site, the terms of this Agreement shall govern the use of such third-party software or services.

    Except for information specifically identified as being supplied by Zaycon, Zaycon does not control or endorse any information on the Site about Third-Party Products that may be accessed on or through the Site. Zaycon is not responsible for examining or evaluating, and Zaycon does not warrant any Third-Party Products or the content of any third party Web sites or services. Zaycon does not assume any responsibility or liability for the actions, products, or services of any third parties. You must evaluate and bear all risks associated with the use of any Third-Party Products. You should carefully review their terms of use and all other third party terms.

  11. Third-Party Links

    12. Except to the limited extent expressly provided in this Agreement, Zaycon makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites or services accessible by hyperlink from this Site, or third-party Web sites linking to this Site. Such linked Web sites are not under the control of Zaycon and Zaycon is not responsible for the content of any such linked Web site. Zaycon is providing these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by Zaycon of the Web site or any information contained therein. Zaycon is not responsible or liable, directly or indirectly, for any damage or loss caused to you by or in connection with such third-party Web sites. When leaving the Zaycon Site, you should be aware that Zaycon’s terms and policies no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of that Web site.

  12. Your Representations and Warranties
    1. Requisite Authority. You hereby represent and warrant that you have all requisite power and authority to enter into this Agreement and perform your obligations under this Agreement on behalf of yourself individually or the company you represent, as the case may be.
    2. No Unlawful Purpose. You hereby represent and warrant that you will comply with the terms of this Agreement and will not use the Site or Services for any purpose that is unlawful or prohibited by this Agreement. You further represent and warrant that, in using the Site and Services and in purchasing and picking up products from Zaycon, you will comply with all applicable laws and regulations, including, but not limited to all applicable traffic and driving laws and regulations.
  13. Indemnification and Release

    14. You hereby release, and shall defend, indemnify, and hold harmless, Zaycon and its owners, officers, members, managers, directors, shareholders, subsidiaries, joint-ventures, partners, suppliers, employees, agents, licensors, and licensees from and against any and all claims, actions, suits, proceedings, demands, losses, liabilities, damages, judgments, settlements, penalties, costs, and expenses (including without limitation all reasonable attorneys’ fees), known and unknown, arising out of (i) your use of the Services or Site; (ii) any dispute between you and any other party; or (iii) any violation or breach of this Agreement.

    If you are a California resident, you waive California Civil Code ยง1542, which says: “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.”

  14. Disclaimers

    15. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ZAYCON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ZAYCON DOES NOT WARRANT THAT THE SITE, THE SERVICES, OR ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE OR ZAYCON’S SERVERS, OR ANY EMAIL OR OTHER COMMUNICATIONS SENT BY ZAYCON, IS ACCURATE, COMPLETE, RELIABLE, TIMELY, UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR WILL OTHERWISE MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK AND RESPONSIBILITY. ZAYCON, ON BEHALF OF ITSELF AND ITS LICENSORS AND CUSTOMERS, MAKES NO WARRANTY OF NON-INFRINGEMENT WITH RESPECT TO THE SITE, SERVICES, ANY CONTENT, OR ANY OTHER MATERIAL.

    Except where stated explicitly on the Site or other Zaycon materials, Zaycon makes no representations or warranties regarding the Services or any qualities, traits, content or grade of, or information relating to, the Products sold or advertised for sale on the Site.
  15. Limitation of Liability

    16. Zaycon shall not be liable for any direct, indirect, incidental, punitive, or consequential damages arising from your use of the Site or Services, or from any information, content, materials, products, or services included on or otherwise made available to you through the Site or Services.

    Without limiting the foregoing, Zaycon recommends that you not use the Site or Services during automobile driving or other activities that pose a significant risk of accident or injury if conducted while using a mobile device or computer. You acknowledge that any such use is at your sole risk.

    Zaycon will not have any liability to you for usage or other charges related to any device that you use to access the Site or Services, including, without limitation, usage charges for mobile telephones, PDAs, car navigation systems, pagers, and other devices, whether wireless, wireline, internet-enabled or otherwise.

    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 disclaimers, exclusions or limitations in this Agreement may not apply to you, and you might have additional rights.

  16. Interim Designation of Agent to Receive Notification of Claimed Infringement Pursuant to 17 U.S.C. 512 (c)(2)

    17. Zaycon respects the intellectual property of others. If you believe that your work has been copied and has been posted to the Site or Services in a way that constitutes copyright infringement, please send a claim to Zaycon’ Copyright Agent as follows:

    Attn: Elizabeth Bartch
    Zaycon Foods, LLC
    16201 E. Indiana Avenue
    Spokane, WA 99216
    Telephone: (509) 868-0613
    Facsimile: (509) 688-0511
    Email: [email protected]

    The content of your claim should include the following written information:

    1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;
    2. A description of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
    3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
    4. Your address, telephone number, and email address;
    5. A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
    6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

    Upon receiving a claim of copyright infringement, Zaycon may, at its sole discretion, immediately remove any materials that are the subject of the claim without providing prior notice to the user responsible for such materials. Zaycon may, at its sole discretion, decide to restore any remove materials depending on the specific facts of a given situation.

  17. Notice and Procedure for Making Other Intellectual Property Infringement Claims

    18. If you believe that your trademark, patent or other intellectual property other than copyright has been infringed by a user of the Site or Services arising out of that user’s use of the Site or Services, please provide Zaycon the following written information:

    1. An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property interest;
    2. A description of the intellectual property right that you claim has been infringed, including any registration numbers;
    3. A description of where the material that you claim is infringing is located on the Site, including all information necessary for us to identify and reproduce the alleged infringement;
    4. Your address, telephone number, and email address;
    5. A statement by you that you have a good-faith belief that the disputed use is not authorized by the intellectual property right owner, its agent, or the law; and
    6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property right owner or authorized to act on the owner's behalf.
  18. Term and Termination

    19. This Agreement shall commence on the date you begin using the Site or Services and shall remain in effect for the duration of such use. This Agreement may be terminated at any time by Zaycon for any reason or for no reason. If you do not agree to the terms and obligations of this Agreement, you must immediately discontinue your use of the Site or Services, and you may not use (and have no right to use) the Site or the Services unless and until you acknowledge your agreement to this Agreement.

  19. Governing Law; Mandatory Arbitration; Class Action Waiver

    20. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF Washington. YOU AGREE THAT ANY CLAIM OR DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT, THE SITE OR THE SERVICES (“CLAIM”) WILL BE SUBJECT TO THE JURISDICTION OF THE APPLICABLE STATE OR FEDERAL COURTS LOCATED IN SPOKANE COUNTY, WASHINGTON, USA, AND YOU CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN SUCH COURTS.

  20. Assignment; Successors

    21. This Agreement is fully assignable by Zaycon, but it is not assignable by you. Each user of the Site or Services must individually agree to this Agreement. Notwithstanding the foregoing, this agreement is binding on, and is enforceable against, any of your successors or assigns.

  21. Entire Agreement

    22. This Agreement constitutes the entire agreement between the Parties with regard to the subject matter contained herein. All prior or contemporaneous agreements, written or oral, between the Parties relating any subject matter covered herein, are hereby superseded by this Agreement.

  22. Severability

    23. The invalidity or unenforceability of any provision within this Agreement shall in no way affect the validity or enforceability of the remainder of this Agreement or any other provision hereof. If any provision is deemed to be invalid or unenforceable, an arbitrator or court, as the case may be, shall make efforts to enforce the remainder of this Agreement to the maximum extent possible.

  23. Independent Counsel; Interpretation

    24. You acknowledge that this Agreement was drafted by counsel for Zaycon. You represent that you have sought independent legal advice or have waived such right after being given adequate time to seek such advice. This Agreement shall be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party.