ChopLocal Vendor Agreement

 

 

Updated 01.02.2023

 

 

This Vendor Agreement (this “Agreement”) contains the specific terms and conditions that apply to vendors on ChopLocal, Inc’s (“ChopLocal”) services made available through its website’s online listing and ordering features, and all affiliated online functionality.

 

This Agreement is between you and ChopLocal, Inc., a company organized and operating under the laws of the State of Iowa. This Agreement is incorporated into and supplemental to ChopLocal’s Privacy Policy (choplocal.com/privacy-policy/) and general Terms of Service (choplocal.com/terms-and-conditions/), as well as any other specific, written agreements you may have with ChopLocal. This Agreement is further supplemental to ChopLocal’s Vendor Guidelines, available at (https://sell.choplocal.com/sell-meat-online), which are incorporated herein by this reference and which ChopLocal may change from time to time. As part of the ChopLocal Terms of Service, by entering into this Vendor Agreement you represent and warrant (a) you are eighteen (18) years of age or older; (b) you have good right, title, and authority to enter into ChopLocal’s Terms and this Agreement on your own behalf and on behalf of any entity whom you purport to represent (which entity shall be considered part of you for purposes of these terms); (c) the use of ChopLocal’s services and the entering into of ChopLocal’s Terms and Agreement has been duly authorized and approved by any entity you represent; and (d) effective as of the date you first use the services, these terms constitute valid and binding obligations enforceable against you as described herein. If you do not agree to ChopLocal’s Terms or this Vendor Agreement, or if you are unable to make the foregoing representations and warranties, you must not use ChopLocal’s services or list items for sale thereon, as the case may be.

 

1. THE CHOPLOCAL MARKETPLACE

The ChopLocal services offer an online marketplace for the buying and selling of meat and meat products. Vendors must only list such items on the marketplace and may not use the marketplace to sell any other goods or services, including, without limitation, any listing that ChopLocal, in its sole discretion, deems unfit for listing on its marketplace.

 

2. SELLING ON CHOPLOCAL

Only approved vendors may post listings on ChopLocal. An approved vendor is one that is licensed to sell through a hub and licensed to sell their products in the states in which they designate for listings. An approved vendor must follow all applicable laws and regulations associated with the sale of their products. An approved vendor must maintain adequate insurance for their business activities. Upon ChopLocal’s request, the vendor must provide ChopLocal with a certificate of insurance from the vendor’s insurance provider evidencing the insurance coverage specified in these terms. By entering into this Agreement you represent and warrant that you meet the foregoing requirements and will follow these requirements at all times while listing on ChopLocal.

 

ChopLocal expressly reserves the right to restrict your account and/or remove you as a vendor at any time and for any reason, in its sole and unreviewable discretion. Vendors also reserve the right to discontinue utilization of ChopLocal’s marketplace at any time. If a Vendor wishes to discontinue utilization of ChopLocal’s marketplace, the Vendor’s store will be deactivated and the subscription will be canceled upon written notification from the Vendor. ChopLocal does not offer any refunds in whole or part for vendor services.

 

Vendors may run sales and promotions for their products at the sole discretion of ChopLocal. ChopLocal may discontinue any promotion at any time without cause or prior notice. From time to time, ChopLocal may offer promotional discounts or other benefits to ecommerce customers. ChopLocal will reimburse the vendor for any valid promotions executed by ChopLocal within 90 days of the transaction. ChopLocal reserves the right to offer, withdraw, change, or cancel any promotional offer at any time without notice. ChopLocal may determine a Vendor’s eligibility for any promotional offer and/or exclude a vendor from a promotional offer at its sole discretion. Promotional offers in media or any means of communication are not guaranteed valid in whole or part. Successful redemption of any valid promotional offer will be applied at the time of checkout and executed by the successful processed payment.

 

ChopLocal expressly reserves the right to hold, cancel or void any order transaction suspected to be fraudulent or malicious at any time without notice.

 

3. MAKING A LISTING ON CHOPLOCAL

To post a listing on ChopLocal’s marketplace, you must first create an account subject to the Terms and Conditions. Once you have created an account, you may post a listing by navigating ChopLocal’s website features. We also offer professional listing options. For more information on professional listing, please contact us at [email protected].

 

All listings on ChopLocal’s marketplace must include (a) an honest and accurate description of the product being sold and (b) a picture that accurately represents the item being sold. All listings must follow ChopLocal’s Terms.

 

4. PAYMENTS ON CHOPLOCAL

ChopLocal uses Stripe to process payments. In consideration for the use of ChopLocal’s services, ChopLocal will charge you a monthly subscription fee plus a percentage of the total sale price for each sale as defined in the package details. ChopLocal will deposit the remaining balance automatically in your account. Any discounts or promotions executed by the Vendor are at the vendor’s discretion, but are subject to ChopLocal’s review and approval.

 

5. CHOPLOCAL FULFILLMENT

Vendors must clearly state their shipping policies, including shipping timeline, and adhere to those policies at all times. Vendors guarantee and expressly warrant to ChopLocal that they will prepare and assemble their products for shipment in a reasonable manner designed, intended, and expected to keep the product in an edible condition for a minimum of seventy-two (72) hours in shipment. All shipments must be made in plain boxes with no commercial markings or identifiers other than ChopLocal’s and the vendor’s, if any. All shipments must be made through a service offering two-day shipments. Vendors shall bear all costs associated with the shipment of products.

 

6. REFUNDS

Vendors shall bear all costs associated with the refund of any order, and ChopLocal expressly reserves the right to charge refunds to the vendor or to offset these costs against payments owed or owed thereafter to the vendor. All products must be sold subject to ChopLocal’s return policy, as described in this section.

 

ChopLocal may accept a return of damaged products or products received out of specification for a refund of the purchase price, less shipping and handling costs, provided we receive the refund request within 24 hours of your receipt of the shipment. If we choose to offer a refund, it will be credited back to the same payment method you used to make your purchase. Refunds are typically processed within seven business days of our receipt of your return request.

 

REFUNDS ARE OFFERED SOLELY AT THE DISCRETION OF CHOPLOCAL. EXCEPT AS DESCRIBED HERE, WE OFFER NO REFUNDS ON ANY PRODUCTS AND WE EXPRESSLY RESERVE THE RIGHT TO REJECT ANY RETURN REQUEST IN OUR SOLE DISCRETION.

 

7. PRIVACY

Vendors must process customers’ personal information only for the purpose of fulfilling orders. Vendors are responsible for complying with all applicable data privacy and security laws. By entering into this Agreement, vendors represent and warrant they will maintain adequate technical and organizational safeguards to maintain the privacy and security of user personal information.

 

8. MISCELLANEOUS

As part of the Terms, this Agreement expressly incorporates and includes the obligations and disclaimers found in sections eight through fifteen, repeated here:

 

9. INDEMNIFICATION

You agree to immediately notify ChopLocal of and indemnify and hold ChopLocal, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the services, (including the unauthorized use of your account or any other breach of security attributable to your use of the services), the violation of these terms by you, or the infringement by you, or another user using your computer, on any intellectual property or other right of any person or entity.

 

10. DISCLAIMER OF WARRANTIES

You understand and agree that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the online services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES OR ANY OTHER SERVICE OR WEBSITE LINKED TO THE SERVICES.

 

YOUR USE OF THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CHOPLOCAL NOR ANY PERSON ASSOCIATED WITH CHOPLOCAL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER CHOPLOCAL NOR ANYONE ASSOCIATED WITH CHOPLOCAL REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, CHOPLOCAL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW.

 

11. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL CHOPLOCAL, ITS AFFILIATES, OR ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE ONLINE SERVICES, ANY WEBSITES OR SERVICES LINKED TO IT OR ANY CONTENT OR SERVICES ON THE ONLINE SERVICES OR SUCH OTHER WEBSITES OR SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

12. NOTICES

Unless otherwise provided herein, notices given by ChopLocal to you will be given by email. Notices will be sent to the email address you provide to ChopLocal as part of the registration process, or to updated addresses which you provide to ChopLocal via notice consistent with this paragraph. Notices given by you to ChopLocal must be given by email to [email protected] or such updated address and number as ChopLocal may provide you consistently with this notice provision. Notwithstanding anything herein to the contrary, it is your sole responsibility to update your address for notices hereunder, and notice sent to the email address last provided by you to ChopLocal shall be valid and binding on you regardless of whether such address has been changed, canceled, has expired, has been terminated, or otherwise becomes inoperative.

 

13. GOVERNING LAW

These terms shall be governed by and construed in accordance with the laws of the State of Iowa notwithstanding any conflict of law’s provisions. You irrevocably and unconditionally: (i) consent to submit to the exclusive jurisdiction of the state and federal courts of Iowa located in Polk County (the “Iowa Courts”) for any litigation or controversy arising out of or relating to these Terms, (ii) agree not to commence any litigation arising out of or relating to these Terms except in the Iowa Courts and (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum.

 

14. GENERAL

If any provision of these terms is held by a court of competent jurisdiction to be contrary to law, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Any failure to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing. The section titles in these terms are solely used for the convenience of the parties and have no legal or contractual significance. These terms may be assigned in whole or in part by ChopLocal. These terms may not be assigned in any manner by you without the express, prior written permission of ChopLocal.

 

Our failure to enforce any right or provision of these terms will not be deemed a waiver of such right or provision. Any waiver will be in writing and signed by the waiving party.

 

We may revise these terms at any time in our sole discretion by posting such revised terms the terms page (i.e., this webpage that you are currently viewing) or elsewhere in this site. Please review the terms on a regular basis for changes. Continued use of our services following any change constitutes your acceptance of the change.

 

If you have questions regarding these terms, please contact us at [email protected] or 833-246-7525.