Vendor Terms of Service

Vendor Terms of Service


This agreement outlines the terms and conditions governing your access to and use of the services provided through a specific account or accounts. It constitutes a legal agreement between you or the entity you represent ("you") and Demeter Earth Incorporated regarding the utilization of the Marketplace available at https://demeterearth.com (referred to as the "Web App").


By registering for or utilizing the services, you (acting on behalf of yourself or the entity you represent) agree to abide by the terms outlined in this agreement, including the service terms and program policies applicable to each service you utilize in connection with the Demeter Earth Web App.


In this Agreement, "we," "us," and "Demeter Earth" refer to Demeter Earth Incorporated as specified in the relevant VENDOR Terms. Capitalized terms are defined in the Definitions section below. In the event of any inconsistency between these VENDOR TERMS and the GENERAL TERMS AND CONDITIONS, the provisions of the General Terms and Conditions shall govern.


  1. Acceptance of this Agreement, whether directly or indirectly, constitutes your consent, which may include affirmative action such as creating a vendor account.

  2. The term "Agreement" encompasses this Vendor Agreement in its entirety, including any amendments made from time to time.

  3. "Buyer" refers to the individual who accepts the Vendor's offer to purchase farm products through the Web App.

  4. "Farm product(s)" encompass all types of farm produce displayed and offered for sale by the Vendor on the Web App.

  5. "Selling Price" denotes the price of the goods as displayed on the Web App.


  1. PERSONAL INFORMATION COLLECTED BY DEMETER EARTH


1.1. The information collected from customers is utilized to aid Vendors in managing orders, delivering farm products and services, processing payments, communicating with you about orders, farm products, services, and promotional offers, updating our records, customizing future shopping experiences for you, maintaining your accounts with us, displaying content such as wish lists and customer reviews, and recommending merchandise and services that may be of interest to you. Additionally, this information is used to prevent or detect fraud or abuses of our Web App and to enable third parties to perform technical, logistical, or other miscellaneous functions on our behalf.


  1. LISTING, SALE, AND DELIVERY OF FARM PRODUCTS


2.1. By displaying and listing any farm product on the Web App, you agree to extend an "Offer to sell" your farm product to the users of the Web App. Furthermore, if such an offer is accepted by any user, it shall be binding upon you.


2.2. Farm products must be accurately described, including brand name, specifications, images, and pricing. Descriptions may be provided through text, images, or videos.


2.3. The Vendor agrees that the description of farm products shall not be misleading. In the event of misrepresentation, the Vendor shall refund or authorize us to refund any amounts to the buyer.


2.4. The Vendor confirms that appropriate consent has been obtained for exhibiting or listing the farm product on the Web App. We shall not be liable for any claims raised by third parties regarding the exhibition or listing of farm products.


2.5. The Vendor is solely responsible for updating the availability of farm products on the website.


2.6. The Vendor shall ensure timely dispatch and delivery of farm products to users.


2.7. The Vendor agrees not to display, advertise, or list any illegal farm products on the Web App. We reserve the right to pursue all legal remedies under applicable laws and this Agreement if any such products are found.


2.8. Vendors may be subject to listing fees in accordance with Demeter Earth's prevailing rules and charges. You acknowledge and agree that:


  • Demeter Earth does not guarantee that any fees paid or payable will result in a like, offer, chat, or sale.

  • No refunds will be issued if: (i) your Account is suspended or terminated due to a breach of these Terms; and/or (ii) any Content is removed in accordance with these Terms.

  • You agree to pay our applicable seller commission fees for sale transactions.


  1. LISTING FEES


3.1. Vendors may be subject to a listing fee to showcase their farm products in accordance with Demeter Earth’s current listing fee regulations and charges. You acknowledge and agree that:


  • Demeter Earth does not guarantee that any fees paid or payable will result in a like, offer, chat, or sale.

  • No refunds will be issued if: (i) your Account is suspended or terminated due to a breach of these Terms; and/or (ii) any Content has been removed in accordance with these Terms.


  1. OUR COMMISSION


4.1. The seller of any Sale Item will be subject to a commission on the total transaction amount received by the seller (including VAT and any other applicable taxes, if any, and shipping costs) in respect of any Sale Transaction (the “Commission”). 


4.2. Stripe, or any relevant merchant fees, will be covered by the Marketplace.


4.3. Our Commission will be deducted from your payout and the funds transferred to you via Stripe or PayPal auto-pay, or your relevant credit or debit cards (whichever is applicable).


4.4. We will provide the seller of the Sale Item with an invoice detailing the Commission. The Commission is inclusive of taxes (where applicable).


  1. ACCEPTABLE USE POLICY


5.1. In addition to the other requirements within these Terms of Service, this section outlines specific rules governing your use of the Service, referred to as the “Rules of Acceptable Use.”


5.2. Active Email Address: Ensure that the email address provided in your Account details remains active and is regularly checked by you.


5.3. Tax Responsibility: You are responsible for all taxes related to your sales of items through our Service and must promptly provide us with any required tax information to verify compliance. Failure to comply may result in reimbursement of costs incurred by us.


5.4. Prohibited Actions: When using the Service, you must not:


  • Create more than one Account on the Service unless specifically authorized.

  • Provide false or misleading information in your Account details.

  • Allow unauthorized use of the service under your name or on your behalf.

  • Use the service if suspended or banned.

  • Send Junk, spam, or repetitive messages.

  • Engage in illegal or unlawful conduct, including selling fake or counterfeit items.

  • Modify, interfere, disrupt, or hack the Service.

  • Introduce viruses, Trojans, worms, logic bombs, or other harmful material.

  • Collect data from the Service without compliance with these Terms.

  • Submit unlawful, abusive, threatening, or offensive User Content.

  • Interfere with ratings or feedback systems.

  • Infringe copyright, trademark, or other rights of third parties.

  • Offer or purchase prohibited items listed by Demeter Earth.

  • Make direct payment arrangements outside of approved channels.

  • Circumvent, reduce, or manipulate Commission payments.

  • Post private or confidential information without permission.

  • Mine data or scrape any part of the Service.


5.5. Failure to comply with these rules constitutes a serious breach of these Terms and may result in the following actions, at our discretion:


  • Immediate, temporary, or permanent withdrawal of your Service access.

  • Immediate, temporary, or permanent removal of User Content.

  • Issuing a warning.

  • Legal action, including cost reimbursement.

  • Disclosure to law enforcement authorities.

  • Temporary withdrawal of Service access during investigation.


  1. AUTOMATIC INFORMATION COLLECTION


6.1. We automatically collect certain types of information whenever you interact with us. Similar to many websites, we utilize "cookies" and gather specific data when your Web browser accesses Demeter Earth or our partner sites, as well as advertisements and other content served by or on behalf of Demeter Earth on other websites. The designated account shall be solely in the name of the Vendor in accordance with applicable laws.


6.2. Additionally, we gather information about your interactions with our Services, your advertising preferences, and your communications with us. This includes data received from the devices (including mobile devices) you use when engaging with our Services, registering for an account, providing information on web forms, updating or adding information to your account, participating in community discussions, chats, or dispute resolution, or corresponding with us regarding our Services. This information may include:


  • Device ID or unique identifier

  • Device type

  • ID for advertising

  • Unique device token

  • Geo-location information, including location data from your mobile device. It's important to note that most mobile devices enable you to control or disable location services for any application in your device's settings menu.

  • Computer and connection information, such as page view statistics, traffic to and from the sites, referral URLs, ad data, IP address, browsing history, and web log information.


  1. EMAIL COMMUNICATIONS


7.1. By communicating with us via email, the Vendor consents to receive communications through electronic records. Additionally, the Vendor acknowledges waiving all rights to challenge the service of documents if served via electronic records.


7.2. Furthermore, we may receive information about you from other sources and add it to our account records.


7.3. We may also supplement the information we collect with data from third parties and append it to your account details. For instance, we might gather and utilize demographic information publicly available, additional contact details, credit check data, and information from credit bureaus, as permitted by applicable national laws.


7.4. Additionally, we may enable you to share information with social media sites or use them to create or connect your account. These social media platforms may grant us access to certain personal information they retain about you. You control the personal information we access through the privacy settings on the relevant social media site and the permissions you grant us. By linking a social media-managed account to yours and authorizing us to access this information, you agree that we may collect, use, and retain the data provided by these social media platforms.


7.5. If you provide us with someone else's personal information, you must do so only with their explicit and prior consent. You are responsible for informing them about how we collect, use, disclose, and retain their personal information according to our Privacy Policy.


  1. SHARING THE INFORMATION WE RECEIVE


8.1. Customer information is integral to our business, and we do not engage in selling it to others. Demeter Earth only shares customer information as outlined below, with affiliates or partners under the jurisdiction of Demeter Earth Incorporated (including subsidiaries/agents). These entities are either governed by this Privacy Notice or adhere to practices that are at least as protective as those detailed herein.


  1. AFFILIATED BUSINESSES NOT UNDER OUR CONTROL


9.1. We collaborate closely with affiliated businesses. In certain instances, such as Ecosystem Vendors, these businesses operate stores on or sell products through Demeter Earth. In other cases, we offer services jointly with or on behalf of these businesses. When transactions involve third parties, we may share customer information pertinent to those transactions with said third party.


  1. THIRD-PARTY SERVICE PROVIDERS


10.1. We engage companies and individuals to carry out various functions on our behalf. These functions include fulfilling orders, delivering packages, sending postal mail and email, managing customer lists, analyzing data, assisting with marketing efforts, providing search results and links (including paid listings and links), processing credit card payments, and offering customer service. These service providers are granted access to personal information necessary to perform their functions, which they are not permitted to use for any other purposes without our explicit consent.


  1. PROMOTIONAL OFFERS


11.1. Occasionally, we send offers to specific groups of Demeter Earth customers on behalf of other businesses. When sharing these offers, we do not disclose your name and address. If you prefer not to receive such offers, you can adjust your Communication Preferences accordingly.


  1. COMMERCIALS, TAX MATTERS, AND AUDIT


12.1. We will levy Marketing Fees, Logistic Service Provider Fees, and any other applicable fees as agreed upon by the Vendor and us in electronic communications. We reserve the right to adjust existing fees or introduce new ones with prior notice.


12.2. The Vendor is solely responsible for the collection and remittance of any taxes as required by applicable laws.


12.3. We retain the right to examine your records and visit your premises or place of business from which farm products are dispatched.


  1. CONFIDENTIALITY


13.1. The Vendor agrees not to disclose any accessed Confidential Information, whether it pertains to the User or Demeter Earth.


  1. INDEMNIFICATION


14.1. The Vendor shall indemnify and hold us harmless against any losses, damages, settlements, costs, taxes, penalties, and expenses, etc. Furthermore, the Vendor shall ensure that Demeter Earth is not made a party to any third-party claims.


  1. TERMINATION


15.1. We reserve the right to terminate the agreement by providing the Vendor with a seven days' notice in the event of any breach of the terms of this Agreement.


  1. BUSINESS TRANSFERS


16.1. As our business evolves, we may engage in the sale or purchase of stores, subsidiaries, or business units. In such instances, customer information typically constitutes one of the transferred business assets. However, it remains subject to the commitments outlined in any pre-existing Privacy Notice (unless, naturally, the customer provides consent otherwise). Furthermore, in the rare event of the acquisition of https://demeterearth.com and all its assets, customer information will naturally be among the transferred assets.


  1. PROTECTION OF DEMETER EARTH AND OTHERS


17.1. We disclose account and other personal information when we deem it necessary to comply with the law, enforce or apply our Conditions of Use and other agreements, or safeguard the rights, property, or safety of Demeter Earth, our users, or others. This may involve sharing information with other companies, organizations, government entities, or regulatory authorities for fraud protection and credit risk reduction. However, it's important to note that this does not entail selling, renting, sharing, or otherwise disclosing personally identifiable information from customers for commercial purposes in a manner contrary to the commitments outlined in the Privacy Notice.


  1. SERVICE PROVIDERS AND FINANCIAL INSTITUTION PARTNERS


18.1. Third-party service providers assisting us in delivering our Services, processing payments, managing logistics, packaging, handling, and providing insurance or other value-added services, may utilize your personal information for marketing communications only if you have expressly requested their services. Additionally, these providers help us with customized advertising, as well as with preventing, detecting, mitigating, and investigating potential illegal activities, breaches of our terms and conditions, and security breaches. They may also assist with billing, affiliate and rewards programs, co-branded products/services, and other business operations.


18.2. Similarly, third-party financial institution partners offering financial products may provide joint content and services, such as registration, transactions, and customer support. These partners will only send you marketing communications using your personal information if you have specifically requested their services.


  1. REGULATORY/COMPLIANCE RELATED SHARING OF INFORMATION


19.1. We may be required to share any of your aforesaid information with government authorities and agencies for the purposes of verification of identity or for prevention, detection, investigation including cyber incidents, prosecution and punishment of offenses. You agree and consent for Demeter Earth to disclose your information, if so, required under the applicable law. To comply with our legal requirements, enforce our User Agreement, respond to claims that a listing or other content violates the rights of others, or protect anyone’s rights, property or safety.

To law enforcement or governmental agencies, or authorized third-parties, in response to a verified request relating to a criminal investigation or alleged or suspected illegal activity or any other activity that may expose us, you, or any other of our users to legal liability. We will only disclose information we deem relevant to the investigation or inquiry, such as name, city, state, postcode, telephone number, email address, User ID history, IP address, fraud complaints, bidding and listing history to credit agencies or bureaus as authorized by applicable national laws (e.g. information on late or missed payments or other defaults on your account that may be reflected in your credit report or file) to third parties involved in a legal proceeding, if they provide us with a subpoena, court order or substantially similar legal procedure, or we otherwise believe in good faith that the disclosure of information is necessary to prevent imminent physical harm or financial loss or to report suspected illegal activity.


  1. SECURITY OF INFORMATION


20.1. We work to protect the security of the User’s information during transmission by using Secure Sockets Layer (SSL) software, which encrypts information the User inputs in addition to maintaining security of information as per the International Standard IS/ISO/IEC 27001 on “Information Technology Security Techniques Information Security Management System-Requirements”.


20.2. If the User has asked us to store credit/debit card information for quick check out or other purposes, we reveal only the last four digits of the credit/debit card numbers when confirming an order. Of course, we transmit the entire information to the appropriate credit card company during order processing.


20.3. We maintain physical, electronic and procedural safeguards in connection with the collection, storage and disclosure of personal information (including sensitive personal information). Our security procedures mean that we may occasionally request proof of identity before we disclose personal information to you. It is important for you to protect against unauthorized access to your password and to your computer. Be sure to sign off when you finish using a shared computer.


  1. THIRD-PARTY ADVERTISERS AND LINKS TO OTHER WEBSITES


21.1. Our Web App may feature third-party advertisements and links to other websites. For detailed information about third-party advertising on Demeter Earth, including personalized or interest-based ads, please refer to our Privacy Policy.


21.2. Please note that this Privacy Notice solely covers the use and disclosure of personal information provided to or collected by Demeter Earth. If you disclose your information to others or are directed to a third-party website, their privacy policies and practices will govern.


21.3. Demeter Earth cannot guarantee the privacy or security of your information once it is provided to a third party. We encourage you to review the privacy and security policies of any trading partner before engaging in transactions or sharing your information. This recommendation applies even if the third parties are members, buyers, or vendors on our platform.


  1. ACCESS TO YOUR PERSONAL INFORMATION BY OTHER USERS ON OUR PLATFORMS WHEN YOU SHARE INFORMATION


22.1. When you share information on Demeter Earth, other users may have access to it. This includes details such as your purchases, items listed for sale, collections, portfolio, projects, names and IDs of vendors and collections you follow, storefronts, feedback, ratings, and associated comments. Additionally, other users can view any information you have chosen to share in your profile or collections.


22.2. To safeguard your privacy, we limit access to other users' contact, shipping, and financial information to only what is necessary to facilitate transactions and process payments. However, during transactions, users may access each other's name, user ID, email address, and other contact and shipping details.


  1. HOW TO HANDLE INFORMATION RECEIVED ON DEMETER EARTH


23.1. When engaging in a transaction with another user, we provide you with or enable you to obtain the personal information of the other user, including their name, email address, contact details, shipping, and billing address, to facilitate the transaction. We encourage you to communicate your privacy practices to the other user and to respect their privacy preferences. Additionally, you should provide the other user with an opportunity to opt out of your database and review the information you have collected about them.


23.2. You may only use the personal information of other users that you have access to for authorized transaction-related purposes on Demeter Earth or for other services explicitly offered through the Web App and for purposes expressly consented to by the user. Any use of personal information for purposes other than those stated above constitutes a violation of our user agreement.


  1. PREFERENCES FOR COMMUNICATION


24.1. You have the ability to manage how we communicate with you regarding your account, as well as your buying and selling activities. This can be done through the Communication Preferences section in your Demeter Earth Profile or through electronic records.


  1. MARKETING


25.1. This Agreement will also regulate the marketing relationship between the Vendor and Demeter Earth.


  1. ADVERTISING


26.1. If you prefer not to take part in our personalized advertising programs, you can opt out by following the instructions provided within the relevant advertisement. Opting out will cease personalized advertising while still permitting the collection of information for specific purposes such as usage, research, analytics, and internal online service operations. Furthermore, we do not permit third parties to track or collect your personal information on our sites for their own advertising purposes without your explicit consent.


  1. NOTICES AND REVISIONS


27.1. If you, as a Vendor, have any privacy concerns or grievances regarding Demeter Earth, please contact us with a detailed description of the issue, and we will endeavor to resolve it promptly. As our business evolves, our Privacy Notice and Conditions of Use will evolve in tandem. We may send periodic reminders of our notices and conditions via email, unless you have opted out, but we recommend checking our website regularly for recent updates.


27.2. Unless stated otherwise, our current Privacy Notice applies to all information we have about you and your account. We uphold the commitments we make and will not substantially alter our policies and practices to weaken the protection of customer information collected in the past without providing you with a reasonable opportunity to review the changes and express your decisions.


  1. GOVERNING LAW


28.1. This Agreement shall be construed and governed by the laws of California, as applicable to agreements made and fully executed within the United States.


  1. WAIVER


29.1. Failure to enforce compliance with any terms or conditions of this Agreement shall not constitute a waiver of such term or condition of this Agreement or the right to subsequently enforce such term or condition in the future. No waiver, by either party, of any provision of this Agreement shall, in any event, become effective unless the same shall be in writing and such waiver shall be effective only in the specific instance described and for the purpose for which the waiver is given.


  1. SEVERABILITY


30.1. If any provision of this Agreement is deemed unenforceable by a court or other competent tribunal, the remaining provisions shall remain in full force and effect.