Terms and Conditions

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UNDERSTANDING TERMS & CONDITIONS

When we refer to "Calabash Marketplace," "we," "us," or "our," we mean or, where relevant, its

Affiliates. When we refer to “you” or “your,” we mean you, the person using the services.

We have used headings to help you understand these Terms and Conditions and quickly locate information. These Terms and Conditions are only available in the English language. We will not file copies of the contracts between us and you relating to our supply of the Services, so we recommend that you print or save a copy of these Terms and Conditions for your records (but please note that we have the freedom to amend these Terms and Conditions at any time so please check the Site often, and each time you use the Services to order products, to ensure you understand the legal terms which apply at that time.)

ABOUT US

We are Calabash Marketplace LLC, and we operate the Site along with certain of our affiliates. Calabash Marketplace LLC  is a company registered in the United States, and our registered office is in the jurisdiction of Georgia. Along with certain affiliates, we provide the Services to you through the Site. Further details of the Services we provide are in section 3 below. When you purchase products using the Site, you purchase them from it.

OUR SERVICES

The Services we offer allow you to search through the Site and purchase products from us that are manufactured globally and domestically. As part of the Services, we also provide some ancillary services such as arranging delivery of the products, providing you with customer service assistance, and payment processing without charge. The Calabash Marketplace LLC procuring payment processing services will depend on your location. If you are located in the USA, Calabash Marketplace LLC  will procure the payment processing services; if you are located anywhere else in the world, Calabash Marketplace LLC or one of its affiliates will procure the payment processing services. Similarly, Calabash Marketplace LLC manages and runs the Site platform and provides the Services concerning sales made to customers in the US and outside of the US. Please note that we are providing the delivery logistics service to you, and as such, you are entering into a contract for delivery services provided by us. We may charge for these services, shown at checkout and before you purchase the products. Your contract with us is concluded once the products have been delivered to you by the courier or collected from a Partner.  To use the Services, you must be 18 years or older.

LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA. OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE. EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property, and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the "Content”) and the trademarks, service marks, and logos contained therein (the

"Marks") are owned or controlled by us or licensed to us and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site "AS IS'' for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) you have the legal capacity, and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the 

right to suspend or terminate your account and refuse all current or future use of the Site (or any portion thereof).

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available.

The Site may not be used for commercial endeavors except those we endorse or approve.

As a user of the Site, you agree not to:

• Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without our written permission.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent. disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
• Use any information obtained from the Site to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Site in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Site.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
• Use any automated system, such as scripts to send comments or messages, data mining, robots, or similar data gathering and extraction tools.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, transparent graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms").
• Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
• Harass, annoy, intimidate, or threaten any of our employees or agents providing any portion of the Site to you.
• Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site or any portion of the Site.
• Copy or adapt the Site's software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any software comprising or making up a part of the Site.
• Except as may be the result of a standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including, without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
• Use a buying agent or purchasing agent to make purchases on the Site.
• Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means to send unsolicited emails or create user accounts by automated means or under pretenses.
• Use the Site as part of any effort to compete with us or otherwise use the Site and/or the
  Content for any revenue-generating endeavor or commercial enterprise.
• Sell or otherwise transfer your profile.
  

GUIDELINES FOR REVIEWS

We may provide you with areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

We may accept, reject, or remove reviews at our sole discretion. We are not obligated to screen or delete reviews, even if anyone considers reviews objectionable or inaccurate.
We do not endorse reviews and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or claims, liabilities, or losses resulting from any review. By posting a review, you now grant us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.

SITE MANAGEMENT

We reserve the right, but not the obligation, to (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3 in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

DISPUTE RESOLUTION

Binding Arbitration
If the Parties cannot resolve a Dispute through informal negotiations, the Dispute (except those expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website: www.adr.org. The AAA Consumer Rules shall govern your arbitration fees and share of arbitrator compensation and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, by submitting documents, by phone, or online. The arbitrator will decide in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will occur in Georgia. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If, for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Georgia, and the Parties now consent to and waive all defenses of lack of personal jurisdiction and forum non conveniens concerning venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) year after the cause of action arose. Suppose this provision is found to be illegal or unenforceable. In that case, neither Party will elect to arbitrate any Dispute falling within that portion of this provision found illegal or unenforceable. Such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above. The Parties agree to submit to the personal jurisdiction of that court.

Restrictions
The Parties agree that arbitration shall be limited to the Dispute between the Parties.
To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class-action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. Suppose this provision is found to be illegal or unenforceable. In that case, neither Party will elect to arbitrate any Dispute falling within that portion of this provision found illegal or unenforceable. Such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above. The Parties agree to submit to the personal jurisdiction of that court.

INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys fees and expenses, made by any third party due to or arising out of (1) your Contributions: (2) use of the Site; (3) breach of these Terms of Use; (4) any breach of your representations and warranties outlined in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding subject to this indemnification upon becoming aware.

ELECTRONIC COMMUNICATIONS

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications and agree that all agreements, notices, disclosures, and other communications we provide to You electronically, via email, and on the Site satisfy any legal requirement that such communication be in writing. YOU NOW AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS AND ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You now waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on or concerning the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. No joint venture, partnership, employment, or agency relationship was created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by having drafted them. You now waive all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

By using the Site after reading these Terms of Use, you also agree to any sales tax guidelines within the state you reside in which the purchase is made (i.e., 4% of all purchases in the state of Georgia.)

CONTACT US

Calabash Marketplace LLC

303 Perimeter Center North,

Suite #300, Atlanta, GA 30346

info@calabashmarketplace.com 

949-562-2091