Terms of Service
IMPORTANT: PLEASE READ THESE TERMS OF SERVICE FULLY AND CAREFULLY BEFORE USING “BILLION VEGANS” WEBSITE (the “SITE”) AND THE SERVICES, FEATURES, CONTENT OR APPLICATIONS OFFERED BY BILLION VEGANS LTD. (“We”, “Us”, “Our” or “The Company”) (TOGETHER WITH THE SITE, THE “Services”). CLICKING “I AGREE”, OR OTHERWISE ORDERING, OFFERING OR USING THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT ON YOUR BEHALF.
These Terms of Service set forth herein are the legally binding terms and conditions for your use of the Site and the Services. If you cannot agree to or comply with this Agreement and its requirements, you are expressly prohibited from using the Services and must immediately exit the Site.
2. SCOPE OF SERVICE
2.1. The Terms of Service set forth herein shall apply to any use of the Site and to the offering of products by you through the Site. Please read them carefully.
3. THE SITE
3.1. The Site is intended, to serve as a platform which enables stores, shops and other Sellers and businesses, to offer their vegan products to Users via the Site. The Site allows the different Sellers to offer different vegan products, all assembled in one place and in an easy and simple manner. The term “Seller” refers to any business registered to the Site and included in it, from which Users of the Site can purchase vegan products.
3.2. This Site offers its Users a certain type of marketplace that allows Users to order, via a specific Seller of their choosing, various kinds of vegan products. The actual engagement for the purchase of any product via the Site occurs directly between the User and the Seller and the Company shall not be considered a party to any such engagement or to any transaction made via the Site.
3.3. Any guidance we may or may not provide in the Site is solely for informational purposes, and you may or may not follow it. Any such guidance is subject at all times to the disclaimers set forth in these Terms of Service.
4.1. You may view and use the Site and/or any information contained therein only in accordance with the terms of this Agreement.
4.2. You may not modify, distribute, publish, license, create derivative works from or transfer any information or content contained in the Site.
4.3. Any information or content that you upload to the site, for any purpose, must not violate these terms of Service or applicable law. We may, at our sole discretion, use, modify, delete or otherwise remove any such information or content, in case it violates these Terms of Service or any legal requirement, or in any other case, subject to applicable law.
4.4. You agree to use the Services and the Site only for lawful purposes.
You represent and warrant that you are of legal age (for an individual) and have the legal capacity required to use the Site and the Services. If you are not of legal age or lack legal capacity, you may not, under any circumstances, use the Services. When you use the Site, you are responsible for maintaining the confidentiality of your access information and for restricting access to your computer or mobile device (your “Device”). You agree to accept responsibility for all activities that occur on your Device relating to any use of the Site or any order or action made through your Device. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. The Services are offered only for your use, and not for the use or benefit of any third party.
6. SUBSCRIPTION AND REGISTRATION
6.1. To sign up for the Services, you may be required to subscribe and register for an account on the Site with a personal password (an “Account”). You may only create one Account. You shall not: (a) Select or use as a username a name of another person with the intent to impersonate that person; (b) Use as a username a name subject to any rights of a person other than you without appropriate authorization; or (c) Use as a username a name that is otherwise offensive, vulgar or obscene.
6.2. You may register to the Site through your Account with certain third party social networking services, for example: Facebook and Twitter (collectively, “Social Networks”). By creating an Account via your account with a Social Network, you are allowing us and the Site to access your Social Network account information, which is not restricted.
6.3. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s account or E-mail or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You shall have the ability to delete your Account, either directly or through a request sent to us.
6.4. By subscribing to the Site and registering for an Account, you represent and warrant that (a) all information provided by you to the Site is current, accurate and complete; (b) you will maintain the accuracy and completeness of this information on a prompt, timely basis; and (c) your use of the Services does not violate any applicable law or regulation.
7. ORDERS AND FEES
7.1. Users may place orders on the Site, ordering products form their desired Sellers (an “Order”). For convenience purposes and since each such Order may include items from various Sellers, the User shall be charged by us for the Order and the Order price shall then be processed to the appropriate Sellers (a “Charge”) on fixed processing dates, taking place twice in every calendar month (each, a “Processing Date”). Each Charge shall be processed to the appropriate Seller on the nearest Processing Date, unless such Charge is too close to said Processing Date and except for cases in which the Company is unable to process the Charge at the Processing Date, due to circumstances beyond its reasonable control. THE PROCESSING OF SUCH CHARGE BY NO MEANS MAKES US A PART OF THE TRANSACTION BETWEEN THE USER AND THE SELLER, AND IS MADE, AS AFORESAID, SOLELY FOR CONVENIENCE PURPOSES.
7.2. Every Order shall be subject to a commission of 20% from the total price of the Order (the “Commission”). All clearing costs shall be borne by us and shall be deducted from said Commission.
7.3. We may, at our sole and absolute discretion, deduct the Commission from the Charge, so that we will transfer to you the product(s) price minus the Commission. It is however clarified, that the absence of such deduction from the Charge, or any partial deduction for just a part of the Commission, by no means constitutes forfeiture on our part of the Commission or on any part thereof, and you hereby declare and warrant, that in any case in which the Commission was not deducted from the Charge, or was only partially deducted, you shall promptly act to pay us the Commission or any unpaid part thereof.
7.4. We may change the Commission price or any other term or condition relating to it, including, but not limited to, the bearing by us of the clearing costs or any part thereof. Every aforementioned change by us will be subject to prior notification to you (via email to the address provided by you as part of the subscription and registration process), at least fifteen (15) days before it becomes effective. In case you will choose not to accept any such changes, including (but not limited to) changes regarding the Commission or clearing costs, you can terminate the subscription through your Account on the Site as mentioned in Section 14 below, within said fifteen (15) days period. If the subscription is not terminated within said fifteen (15) days period, the changes will be deemed accepted by you and will apply to you effective as of the lapse of said period.
8. PURCHASES, DELIVERY & RETURN
8.1. Your acceptance of an Order shall be done by sending a written confirmation after receiving such order, and will thereafter constitute a binding purchase agreement between you and said User.
8.2. You shall state on your page the delivery system you offer and the maximal shipment time. The Site shall not offer a delivery system of its own and you shall be responsible for all shipments and shall bear any costs whatsoever related thereto. Such costs may be added by you to the purchase price of the Order, as long as it is clearly stated in the purchase agreement between you and the User.
8.3. The delivery of every product is your sole responsibility. You shall be responsible to ship the products on time and in accordance with the agreement between the User and you. You shall also have no claim against us in any case of damages caused to the products in the course of delivery, or at all.
8.4. You will further clearly state on the Site your cancellation and product return policy, if any, and you shall be obligated by such policy as if it is incorporated into the purchase agreement between you and the User. We are not responsible for and will under no circumstances bear any of the cost or indemnify you for any costs incurred by you in relation to cancellations, return demands or any other consumer issue whatsoever, all of which shall be strictly between you and the relevant User.
9. VEGAN PRODUCTS AND CERTIFICATION
9.1. YOU DECLARE AND WARRANT THAT ANY PRODUCT SOLD, OFFERED FOR SALE OR DISPLAYED BY YOU ON THE SITE IS COMPLETELY VEGAN AND NO ANIMAL WAS HARMED, USED, WAS THE TEST SUBJECT OF OR WAS INVOLVED IN ANY OTHER WAY IN THE MAKING, DEVELOPMENT, MAINTANANCE OR SHIPMENT OF THE PRODUCT.
9.2. Before allowing you to use the Services and to offer your products to our Users, we may require that you shall fill out forms or otherwise provide us information regarding your products, the materials they are made of, their manufacturing process or any other vegan related inquiries we have or may have in the future (the “Certification Process”). Following the Certification Process, we may issue you with a certification of Veganism, Vegan Friendliness or any other certification we may deem fit (the “Certification”). You hereby warrant and declare that your use of the Services is subject to your entitlement and receipt of an appropriate Certification from us and that you shall not sell, offer for sale or otherwise display any products via the Site until the receipt of such Certification from us. However, in case you or your products were previously certified by another certifier recognized by us, we may, at our sole discretion, grant you with an applicable Certification without going through the Certification Process.
We assume no liability for claims that are attributed to the shipping of the purchased products, product defect or failure, product incompatibility, claims that are due to misrepresentation of the purchased products or any other product or payment related claim. Any liability whatsoever for a breach of the aforementioned in Section 9 above or in this Section 10, and or for any other claims that are attributed to the shipping of the purchased products, product defect or failure, product incompatibility, claims that are due to misrepresentation of the purchased products or any other product or payment related claims shall be borne exclusively by you and you shall indemnify us from and hold us harmless against any and all claims, actions, suits, , damages, expenses, and/or losses resulting therefrom, or arising in connection therewith, and all actions, suits, costs and legal or other expenses incidental to any of the foregoing or the enforcement of the provisions hereof.
11.1. YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER US, NOR ANY OF OUR AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THIS SITE. NEITHER WE, NOR ANY OF OUR AFFILIATES MAKE ANY COMMITMENT OR ASSUME ANY DUTY TO KEEP ANY INFORMATION, MATERIALS OR SERVICES ON THE SITE UPDATED. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11.2. ALL PRODUCTS PURCHASED ON OR THROUGH THIS SITE ARE SUBJECT TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE SELLERS, IF ANY, AND TO THEM ALONE. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES LISTED OR PURCHASED ON OR THROUGH THIS SITE.
12. LIMITATIONS OF LIABILITY
12.1. We shall not be responsible for any disruption to the Site and/or the Services, regardless of length. We will not be liable for losses related to Users’ and/or Sellers’ inability to access content or Services due to disruptions to the Site. We shall be excused from the performance of any obligations under this Agreement which are prevented or interfered with due to acts or conditions beyond our reasonable control.
12.2. IN NO EVENT WILL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, SUCCESSORS OR ASSIGNS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE, ANY LINDKED SITES OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
12.3. IN THE EVENT OF ANY PROBLEM WITH THIS SITE OR ANY CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THIS SITE. IN THE EVENT OF ANY PROBLEM REGARDING ANY COMPENSATION OR OTHER OBLIGATION MADE TOWARDS YOU ON OR THROUGH THIS SITE, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS FROM THE USER WITHWHOM YOU SO ENGAGED.
13. DISPUTE RESOLUTION
13.1. Mindful of the high cost of litigation, not only in dollars but also in time and energy, both User and the Seller agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to any transaction conducted on the Site, or the breach, enforcement, interpretation, or validity of this Agreement or any part of it (a “Dispute”), the party asserting the Dispute (User or Seller) shall first try in good faith to settle such Dispute by opening a support ticket in our dispute resolution center, describing the facts and circumstances (including any relevant documentation) of the Dispute. Once a support ticket shall be opened, the other party shall have 5 Business Days (a “Business Day” shall mean every day between Monday and Friday, except for days in which banks in the US are not required to be open for business) in which to respond to or settle the Dispute (a “Response”). Following the receipt of a Response or following the lapse of such 5 Business Days in which a Response has not been received, we shall act as mediators in the Dispute, attempting to solve the Dispute between the parties thereto by mutual agreement. We shall not however make any binding decisions without the consent of both parties, nor shall we assume any responsibility in case either party was not satisfied with our dispute resolution center or any of our suggested solutions to any Dispute(s).
13.2. Both parties agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any litigation or filing any claim against the other party.
These Terms of Service are effective unless and until terminated by either you or by us. You may terminate this Agreement at any time, provided that immediately with such termination you shall completely avoid any use of the Site and the Services. We also may terminate this Agreement at any time without notice (we will however attempt to provide you with plausible notice, if the circumstances so allow), and accordingly may terminate your Account, deny you from the option to create an Account or deny you log-in access to the Site, if in our sole judgment you fail to comply with any term or provision of the Agreement, or in any other case, subject to our reasonable discretion. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes.
15. JURISDICTION AND APPLICABLE LAW
These Terms of Service are governed by the internal laws of the laws of the State of New York, without giving effect to any conflict of laws provisions. The competent courts if the United States District Court of the Southern District of New York (or if jurisdiction is not available in such court, then in a state court of the State of New York) will have exclusive jurisdiction over any claim arising from, or related to, a visit to our Site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.
16. REVISIONS TO THESE TERMS AND CONDITIONS
These Terms of Service may be revised by us at any time and from time to time by updating this posting and by providing you with a written notice to the E-mail address you have provided us with when you registered for your Account, or as updated by you. You should visit this page from time to time to review the then current Terms of Service because they are binding on you. Your continued access to the Site and the use of the Services by you will constitute your acceptance of any changes or revisions to this Agreement. Certain provisions of these Terms of Service may be superseded by legal notices or terms located on particular pages of this Site. Notwithstanding the above, any changes to the Commission and/or clearing costs shall be subject to the provisions of Section 7.4 above.
17. COPYRIGHT AND CONTENT
17.1. Except for any Third Party Content (as defined in Section 18.2 below), all content included in the Site or made available through it, including, without limitation, photos, graphics, logos and images, is the property of Company and\or Company’s Users or Sellers (as applicable). You will neither modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any content, software, products, services or other intellectual property obtained from or through this Site, without our express written consent, nor remove, alter or obscure any copyright, trademark, service mark or other proprietary content incorporated in or accompanying the Site, the Services and the content therein.
17.2. You are solely responsible for all content that you make available through the Site and Services. You represent and warrant that you are the sole owner of all content that you make available through the Site and Services or you have all rights, licenses, consents and releases necessary to grant us the rights in such content, as contemplated under these Terms. You also represent and warrant that neither the content nor your posting, uploading, publication, submission or transmittal of such content or our use of the content will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You further represent that the content, or any part thereof, that you make available through the Site or the Services is not fraudulent, false, misleading, deceptive, defamatory, obscene, vulgar or offensive, pornographic or contains nudity, violent or threatening and does not promote violence, discrimination, bigotry, racism, hatred, harassment or harm against any individual or group.
18. REVIEWS AND COMMENTS
18.1. Users may write and post reviews and comments on the Site, in particular pertaining to Sellers from which they may have purchased products thorough the Site. We do not and cannot regularly review posted content and we make no obligation to remove or edit any such content. We assume no liability regarding any such posted content, in particular pertaining to Sellers and you hereby irrevocably declare, confirm, warrant, agree and acknowledge that you will have no claims against us with regard to any review or comment posted that is somehow injurious or otherwise harmful or disparaging to you and/or your business or other interests.
18.2. We may permit Users and Sellers to post, upload, publish, submit or transmit content through the Site (“Third Party Content”). We do not claim any ownership rights in any such Third Party Content and nothing in these Terms of Service restricts any rights that you may have to use and exploit any Third Party Content. With regard to any Third Party Content posted or uploaded to the Site by you, and unless we indicate otherwise, you grant the Company a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such Third Party Content throughout the world in any media. You grant us and sub-licensees to us the right to use the name that you submitted in connection with such submission, if we or they choose to do so. You represent and warrant that you own or otherwise control all of the rights to the Third Party Content that you post; that the Third Party Content is accurate; that use of the Third Party Content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify the Company for all claims resulting from Third Party Content of your post or comment. The Company has the right (at its sole discretion) to monitor, edit and remove any your Third Party Content, although it does not do so regularly and takes upon itself no obligation to do so. The Company takes no responsibility and assumes no liability for any Third Party Content posted by you or by any third party.
19. COPYRIGHT COMPLAINTS
If you believe that your work has been copied and uploaded by any of the Users or other Sellers in the Site in a way that constitutes copyright infringement, please let us know and we will act according to our standard procedure in such cases, as may be determined by us in our sole and absolute discretion from time to time.
20. THE SECURITY OF THE SITE
We maintain reasonable physical, electronic, and procedural safeguards and personnel policies, consistent with applicable laws that are designed to guard the Services, the Site and our systems. Unfortunately, no data transmission over the Internet can be guaranteed to be absolutely secure. In the event of a breach of the confidentiality or security of the Site, we will reasonably attempt to notify you as necessary so you can take appropriate protective steps, but we will not be liable to you or anyone else for any indirect, special, punitive, incidental or consequential damages (including, without limitation, those resulting from lost profits, lost data or business interruption) arising out of such breach.
21. AUTHORIZATION TO CONTACT
21.1. We may contact you using e-mail, calls and text messages, at any E-mail address or telephone number that you have provided us, to: (i) notify you regarding your Account; (ii) troubleshoot problems with your Account; (iii) resolve any consumer issues; (iv) collect any debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your Account or enforce these Terms of Service, our policies, applicable law, or any other agreement we may have with you. If you do not wish to receive such communications, you may so notify us at any time, using the contact info specified in the end of these Terms of Service.
21.2. We may, without further notice or warning and in our discretion, monitor or record conversations with you or with anyone acting on your behalf for quality control and training purposes, or for our own protection.
22.1. Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
22.2. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, war, riots, acts of god, fire, flood or labor strikes.
22.3. Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sub–licensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
22.4. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
22.5. Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e- mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to: email@example.com
22.6. No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
22.7. Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.
23. CONTACT US
From time to time, we may provide you with the ability to post, transmit, or otherwise exchange information for the limited purpose of sharing ideas, suggestions and feedback through the Site, including the ability to have chats and online discussions with other Users or Sellers and to post blog posts, articles or other related content (collectively “Posts”). You agree that we or any of our affiliates may use your Posts for any purpose whatsoever. Your disclosure of any Posts shall also constitute an assignment to us of all worldwide rights, titles and interests in all copyrights and other intellectual property rights in the Posts. Thus, we shall not be limited in any way in our use of any Posts, commercial or otherwise. We are and shall be under no obligation to: (i) maintain any Posts in confidence; (ii) pay you or any other party any compensation or royalties for any Posts or due to the use thereof; or (iii) respond to any Posts.
If you have any questions or concerns about the Terms of Service as specified herein above you may contact us at: firstname.lastname@example.org