Terms of Service
LIQUIDONATE, INC. (Last updated September 7, 2022)
These Terms of Service (the “Terms”) constitute a legally binding agreement made between you, the individual or entity accepting these Terms (“you”), and LiquiDonate, Inc. ("LiquiDonate," “we," or “us"), concerning your access to and use of the Marketplace (as defined below). The Marketplace is offered subject to your acceptance of all terms and conditions set forth herein.
THESE TERMS MAY REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF SECTION 21(DISPUTE RESOLUTION) BELOW.
LIQUIDONATE MAY REFUSE ACCESS TO OR USE OF THE MARKETPLACE FOR NONCOMPLIANCE WITH ANY PART OF THESE TERMS. THESE TERMS ARE VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE MARKETPLACE ARE REVOKED IN SUCH JURISDICTIONS.
1. THE MARKETPLACE.
LiquiDonate operates an online marketplace through its website with a homepage at , including such subdomains and other websites or applications as LiquiDonate may designate from time to time (the “Site”), and all features, content, tools, applications, application program interfaces, widgets and other tools and services included on the Site (collectively, the “Marketplace”). The Marketplace provides a sustainable social impact solution that connects individuals and businesses holding Reclaimable Products (as defined below) with nonprofit organizations, schools, and individuals for purposes of facilitating the donation of Reclaimable Products to those in need and keeping Reclaimable Products out of landfills.
. “You” as used herein means the natural person or entity that has agreed to be bound by these Terms, including, without limitation and as may be dictated by context, (i) those individuals, retailers, or other entities that utilize the Marketplace to post information regarding Reclaimable Products for purposes of making such Reclaimable Products available for donation (“Donors”), and (ii) those nonprofit organizations, schools, or other organizations and individuals that access or otherwise use the Marketplace for purposes of reviewing and/or ordering Reclaimable Products offered by Donors for donation (“Recipients”).
3. CHANGES TO THE TERMS
4. ACCESS TO THE MARKETPLACE.
Subject to and conditioned upon your compliance with these Terms, LiquiDonate hereby grants to you a personal, revocable, limited, non-transferable, non-exclusive right to access and use the Marketplace in the manner more specifically described herein. LiquiDonate may suspend or terminate your access to the Marketplace or any component thereof at any time and for any reason, including if LiquiDonate determines you have violated these Terms. We may modify, discontinue, or replace the Site, the Marketplace, or any Subscription (as defined below) or any portion of the foregoing from time to time in our sole discretion and without prior notice to you.
5. USER ACCOUNTS.
In order to access and use the Marketplace or certain features thereof, you may be required to establish a LiquiDonate profile and user account (a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your User Account, regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with your User Account, and shall immediately notify LiquiDonate of any actual or suspected unauthorized access to or use of your User Account or any associated user IDs, passwords, or other credentials. You will cooperate fully with LiquiDonate and take all actions that LiquiDonate reasonably deems necessary to maintain or enhance the security of the Marketplace, the Site, or LiquiDonate’s computing systems and networks. LiquiDonate is not and shall not be deemed liable for any loss or damage to you arising from your failure to comply with this Section 5.
6. RECLAIMABLE PRODUCTS.
a. Guidelines for Reclaimable Products. The Marketplace allows Donors to submit posts on the Marketplace offering reclaimable products or inventory (“Reclaimable Products”) to Recipients free of charge (other than any delivery costs set forth in Section 7(d) hereof). In order to be eligible for posting to the Marketplace, a Reclaimable Product must meet each of the following criteria (the “Product Criteria”): (i) the Reclaimable Product must be new or gently used and in good condition; (ii) the Reclaimable Product must be suitable for normal use; (iii) the Reclaimable Product must be owned by the Donor and the Donor must have all rights and title necessary to donate such Reclaimable Product to a third party without restriction; (iv) the Reclaimable Product, and the transfer, donation, or other distribution of such Reclaimable Product, must not be prohibited by any applicable law, rule, or regulation; (v) the Reclaimable Product must not infringe, misappropriate, or otherwise violate the intellectual property or other rights of any third party; and (vi) the Reclaimable Product must not be a Prohibited Item (as defined in Section 6(b) below). You may not, and agree that you shall not, post any Reclaimable Product to the Marketplace that does not meet each of the Product Criteria.
b.Prohibited Items. LiquiDonate prohibits certain items from being posted to or otherwise offered for donation on or through the Marketplace. Such items may include, but are not limited to, the following (each, a “Prohibited Item”): (i) alcohol, tobacco, drugs, and drug paraphernalia; (ii) medication and medical devices (other than, at LiquiDonate’s discretion, medical monitoring devices accessible to end customers without prescription); (iii) animals, animal products, and human remains; (iv) counterfeit, unlicensed, and/or unauthorized products; (v) dangerous or hazardous items; (vi) dietary supplements and vitamins; (vii) illegal or stolen items; (viii) food and beverages (except where donated in accordance with the Bill Emerson Good Samaritan Food Donation Act (42 U.S.C. §1791)); (ix) pornography and other adult, vulgar, or sexually explicit items; (x) recalled items; (xi) highly regulated and/or internationally regulated items; (xii) documents, identification cards, mailing lists, or other items containing personal information; (xiii) weapons and firearms; or (xiv) items that are, or are likely to be considered, hateful, racially, ethnically, religiously, or otherwise biased or offensive. You understand and acknowledge that the foregoing list of Prohibited Items may be updated from time to time by LiquiDonate in its discretion. Additionally, LiquiDonate reserves the right to refuse the posting of any item to the Marketplace, even if such item is not specifically listed as a Prohibited Item hereunder, if LiquiDonate determines, in its sole and absolute discretion, that the item is hazardous, objectionable, or exposes LiquiDonate or any Donor or Recipient to risk of danger or liability. If you are a Donor, you are solely responsible for any defect or non-conformity, and for complying with any recall or safety alerts, with respect to any Reclaimable Product you submit for posting to the Marketplace. You will notify LiquiDonate immediately upon becoming aware of any recall or safety alert or allegation of infringement with respect to the applicable Reclaimable Product.
7. MARKETPLACE TRANSACTIONS.
a. Transactions; Assumption of Risk. The Marketplace provides a platform through which you may choose to order Reclaimable Products from, or donate Reclaimable Products to, other users of the Marketplace. You assume certain risks by using the Marketplace and engaging in such transactions. All transactions relating to Reclaimable Products in which you engage (whether in the capacity of Donor or Recipient) are directly and solely between you and the applicable user. LiquiDonate (i) is not involved with, nor provides a warranty for, any transaction between you or any other user, (ii) does not hold or receive title to any Reclaimable Products, (iii) is not a Donor or Recipient in any transaction, and (iv) is not an auctioneer. LiquiDonate does not transfer legal ownership of Reclaimable Products from Donors to Recipients. You as a Donor and/or Recipient assume, agree, and understand that you engage in any transaction hereunder at your sole risk, and LiquiDonate shall have no liability or responsibility to you or any other person with respect to the same.
b.Recipients of Reclaimable Products. If you participate in the Marketplace as a Recipient, you may order Reclaimable Products from the Marketplace free of charge, subject to your payment of any applicable delivery fees (as discussed in Section 7(d) below). Please note that any order for Reclaimable Products is subject to availability and to any geographical or other restrictions set forth on the Site. You understand and acknowledge that any Reclaimable Products are offered and/or provided “AS IS,” “WITH ALL FAULTS,” and without warranty of any kind. Reclaimable Products may be previously used and subject to wear and tear and other damage, and may appear different than the photos displayed on the Site. LiquiDonate does not vet or review the Reclaimable Products, nor does it otherwise confirm the quality, condition, safety, appropriateness, ownership or legality of Reclaimable Products. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ASSESSING THE SUITABILITY OF ANY RECLAIMABLE PRODUCTS YOU ORDER, AND BY PLACING ANY ORDER FOR RECLAIMABLE PRODUCTS, YOU ACCEPT ALL RISKS WITH RESPECT TO THE SAME. WITHOUT LIMITING THE FOREGOING, AS BETWEEN YOU AND LIQUIDONATE, YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ANY AND ALL USE OF RECLAIMABLE PRODUCTS BY YOU OR ANY THIRD PARTY, WHETHER SUCH USE IS AUTHORIZED BY YOU OR OTHERWISE. You agree to, and hereby do, release LiquiDonate and its successors from any claims, demands, losses, damages, rights, and actions of any kind, including personal injuries, death and property damage, that either directly or indirectly arise from your ordering, receipt, or use of any Reclaimable Products. If you are a California resident, please refer to Section 22(b) hereof with respect to your waiver of California Civil Code Section 1542.
c. Order Fulfillment. When placing an order for a Reclaimable Product, the Recipient may select among available order fulfillment options, which may include delivery via a third party delivery service provider (a “Delivery Service Provider”) or Recipient pick-up. You understand that it is the sole responsibility of the applicable Donor, and not LiquiDonate, to make ordered Reclaimable Products available for pick-up by you or by an applicable Delivery Service Provider. LiquiDonate makes no representation or warranty with respect to, and shall have no responsibility for, the availability, quality, timeliness, or completion of delivery of any Reclaimable Product, and LiquiDonate shall have no liability to you or to any third party for any failure of the applicable Donor to make ordered Reclaimable Products available to you. LiquiDonate reserves the right to cancel any order and remove the applicable post should the Donor fail to make a Reclaimable Product available for pick-up by the Recipient or Delivery Service within 48 hours of receiving notification of the Order through the Marketplace’s notification function, or at such other time as may be arranged by the parties. Title and risk of loss with respect to any Reclaimable Products ordered through the Marketplace will transfer from Donor to Recipient upon Donor’s tender of the ordered Reclaimable Product to the Recipient, where the order is to be fulfilled via pick-up, or to the Delivery Service Provider, where the order is to be fulfilled via delivery.
d. Delivery. Where delivery is selected for purposes of order fulfilment, LiquiDonate will assist in facilitating such delivery by coordinating the pick-up and/or delivery of the Reclaimable Products by a Delivery Service Provider. You understand and acknowledge that such facilitation services are provided by LiquiDonate by way of courtesy only, and that LiquiDonate is not responsible for, and disclaims all responsibility and liability for, the acts and omissions of any Delivery Service Provider, the pick-up and/or delivery of any Reclaimable Products, and for the fulfillment of any order. If you are a Recipient and submit an order for Reclaimable Products through the Marketplace, you will be charged a per-order delivery fee to cover the delivery cost of the Delivery Service Provider (the “Delivery Fee”), the amount of which Delivery Fee will be listed at the time of check-out. By ordering any Reclaimable Product through the Marketplace where the order is to be fulfilled by delivery, (i) you authorize LiquiDonate to charge your Payment Method (as defined below) for such Delivery Fee, and (ii) you agree to abide by the terms of service of the applicable Delivery Service Provider.
e. Pick-up. Where pick-up is selected for purposes of order fulfillment, LiquiDonate will provide the Donor with a masked telephone number through which Donor can contact Recipient to arrange Recipient’s pick-up of the Reclaimable Products. Please note that LiquiDonate will only provide masked telephone numbers by which the Donor and Recipient can be contacted; LiquiDonate will not directly provide any contact information of any Donor or Recipient to any other user of the Marketplace. If you are a Recipient and place any order that is to be fulfilled via pick-up, you agree and acknowledge that you, and not LiquiDonate or the applicable Donor, are solely responsible for picking up the applicable Reclaimable Products at the time and location agreed to with the Donor. Without limiting the foregoing, you agree and acknowledge that you, as Recipient, are solely responsible for loading and unloading the Reclaimable Products, for packaging the Reclaimable Products for transit, for procuring any vehicles or other modes of transportation needed for your pick-up of the Reclaimable Products, and for any costs or expenses incurred by you with respect to the foregoing. Each of Donor and Recipient assume all risks associated with any in-person pick-up of Reclaimable Products ordered through the Marketplace, including, without limitation, the risk of property damage, injury, or death. YOU AGREE AND ACKNOWLEDGE THAT LIQUIDONATE WILL NOT BE RESPONSIBLE FOR ANY LIABILITY OR HARM THAT MY RESULT FROM YOUR PARTICIPATION IN ANY IN-PERSON PICK-UP OR OTHER TRANSACTION FACILITATED BY THE MARKETPLACE. You agree to, and hereby do, release LiquiDonate and its successors from any claims, demands, losses, damages, rights, and actions of any kind, including personal injuries, death and property damage, that either directly or indirectly arise from your interactions with, or the conduct of, other users of the Marketplace. If you are a California resident, please refer to Section 22(b) hereof with respect to your waiver of California Civil Code Section 1542.
f. Transaction Disputes. LiquiDonate is not a party to any transaction between you and any other user of the Marketplace, even where such transaction is facilitated by the Marketplace or where LiquiDonate assists in the arrangement of order fulfillment. You agree and acknowledge that LiquiDonate has no obligation, and will not, resolve disputes arising with respect to transactions between you and other users. Notwithstanding the foregoing or anything herein to the contrary, however, LiquiDonate reserves the right to terminate your access or the access of any other user to the Marketplace should LiquiDonate determine, in its reasonable discretion, that you or such user have violated these Terms in any manner. If you believe that another user of the Marketplace has violated these Terms, or if you do not receive a Reclaimable Product ordered by you through the Marketplace, please contact LiquiDonate at firstname.lastname@example.org.
g. Legal and Tax Obligations. As between you and LiquiDonate, you are solely and exclusively responsible for determining any legal, tax, or reporting obligations you may have as a result of your use of the Marketplace and your donation of, or acceptance of donated, Reclaimable Products. Neither these Terms, any communications between you and LiquiDonate, nor anything included on or through the Site or the Marketplace should be construed as tax or legal advice. Please consult your own accounting, tax, and legal advisors should you have any questions regarding the legal, tax, or reporting implications of your use of the Marketplace or your donation or receipt of any Reclaimable Products through or in connection with the Marketplace.
8. MARKETPLACE CONTENT.
a. Your User Content. The Marketplace may permit you to upload, input, publish, distribute, transmit, display, or post content and materials to or in connection with the Marketplace, including, without limitation, where you submit a post for Reclaimable Products in your capacity as a Donor. As between you and LiquiDonate, you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all information, data, materials, trademarks, tradenames, images, logos, text, writings, video, audio, graphics, comments, suggestions, personal information and other content that you upload, input, publish, distribute, transmit, display, or post to or in connection with the Marketplace (“User Content”). Without limiting the generality of the foregoing, you shall not upload, input, publish, distribute, transmit, display, or post any User Content or other information, materials or content that (i) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (ii) is inaccurate, incomplete, or incorrect, (iii) violates any applicable law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising), (iv) is, or is likely to be considered, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, threatening or harassing, vulgar, sexually explicit, pornographic, obscene, invasive of another's privacy, or harmful to minors, (v) contains any information that you consider confidential, proprietary, or personal, (vi) contains or constitutes any unsolicited or unauthorized advertising, promotional material, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, or (vii) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. Additionally, when you submit User Content through the Marketplace, you agree and represent that you own that User Content, or you have received all necessary permissions, authorizations, licenses, and consents necessary to upload, input, publish, distribute, transmit, display, or post the User Content to the Marketplace, including, without limitation, all necessary consents from any individuals that might be shown (audially or visually) in such User Content.
b. License to User Content. You hereby grant to LiquiDonate an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute your User Content for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such User Content. You waive all moral rights in your User Content, and you warrant that moral rights have not otherwise been asserted in your User Content. Additionally, you represent and warrant to LiquiDonate that you have all rights necessary to grant the rights and licenses granted to LiquiDonate under these Terms.
c. Other Marketplace Users. The Marketplace contains or may otherwise display or make available to you information, materials, images, and other content provided by other LiquiDonate users (“Participant Content”), including, without limitation, posts submitted by other Donors. LiquiDonate is not responsible for and does not control Participant Content, including, without limitation, the accuracy, completeness, or appropriateness of the same. You acknowledge and agree that your use of Participant Content and your interaction with other users through the Marketplace is at your own risk. Without limiting the generality of the foregoing, you acknowledge and agree that, if you elect to communicate with other Marketplace users, participate in order fulfillments via in-person pick-up, or otherwise interact with other Marketplace users, you do so at your sole discretion and at your sole risk, and LiquiDonate shall have no responsibility or liability to you with respect to the same. YOU UNDERSTAND AND ACKNOWLEDGE THAT LIQUIDONATE DOES NOT CONDUCT BACKGROUND CHECKS ON ITS USERS, NOR DOES LIQUIDONATE ATTEMPT TO VERIFY THE ACCURACY OR COMPLETENESS OF ANY PARTICIPANT CONTENT. LIQUIDONATE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO, AND SHALL NOT BE LIABLE TO YOU FOR, THE CONDUCT OF ITS USERS OR FOR ANY PARTICIPANT CONTENT. YOU AGREE AND ACKNOWLEDGE THAT LIQUIDONATE WILL NOT BE RESPONSIBLE FOR ANY LIABILITY OR HARM THAT MAY RESULT FROM YOUR INTERACTION WITH OTHER USERS. You agree to, and hereby do, release LiquiDonate and its successors from any claims, demands, losses, damages, rights, and actions of any kind, including personal injuries, death and property damage, that either directly or indirectly arise from your interactions with, or the conduct of, other users of the Marketplace. If you are a California resident, please refer to Section 22(b) hereof with respect to your waiver of California Civil Code Section 1542.
d. LiquiDonate Obligations. You acknowledge and agree that LiquiDonate does not, nor is it obligated to, monitor or police any communications or data, information, materials, or content (including User Content or Participant Content) posted to or transmitted in connection with transactions facilitated by the Marketplace, and LiquiDonate will not be responsible for such data, information, materials, or content (including User Content and Participant Content). Notwithstanding the foregoing, however, LiquiDonate may, at its option and in its sole discretion, monitor and review or remove or delete from the Marketplace or Site any data, information, materials, or content (including any User Content or Participant Content) that LiquiDonate determines, in its discretion, violates these Terms.
9. PROHIBITED ACTIVITIES.
You agree to access and use the Site and the Marketplace solely for your personal, non-commercial use, and in accordance with all applicable law. You shall not, and shall not attempt to: (i) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse engineer the Site or the Marketplace or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) copy, modify, create derivative works of, retransmit, sell, license, exploit, reuse, repost, broadcast, or otherwise distribute any content made available to you through the Site or the Marketplace, including without limitation, Participant Content; (iii) provide any third parties with access to any of the Marketplace, or use any of the Site or the Marketplace for time sharing or similar purposes for the benefit of any third party; (iv) sell, resell, rent or lease the Marketplace; (v) remove any copyright or proprietary notices contained in the Site or in the Marketplace or in any output thereof; (vi) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Site or the Marketplace; (vii) scrape or access the Site or the Marketplace via any bot, web crawler or non-human user; (viii) access or use (or permit a third party to access or use) the Site or the Marketplace for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Site or the Marketplace or for any other benchmarking or competitive purposes; (ix) misrepresent your identity; (x) stalk or harass any other user of the Marketplace; (xi) attempt to gain unauthorized access to the Site or the Marketplace or any related systems, software or networks; (xii) access the Site or the Marketplace in order to build a competitive product or service, or copy any features, functions or graphics of the Site or the Marketplace; (xiii) use the Site or the Marketplace to transmit viruses or malicious code; (xiv) deceive or defraud any individual or entity, including any other user of the Marketplace and including, without limitation, with respect to any Reclaimable Products; or (xv) make any use of, or take any other action with respect to, the Site or the Marketplace or any component thereof in a manner that violates applicable law or any provision of these Terms.
10. TERM AND TERMINATION
These Terms shall remain in full force and effect while you use or have access to the Marketplace. LiquiDonate may terminate or restrict your access to any or all of the Marketplace or to your User Account, for any reason, and without warning, and LiquiDonate reserves the right to discontinue or modify any aspect of the Site or the Marketplace at any time. Any termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination of these Terms, you will remain liable for any accrued charges and amounts due as of the date of such termination, if any, and shall immediately cease to use the Site and the Marketplace.
11. SUBSCRIPTIONS AND FEES
a. Subscriptions. Although LiquiDonate currently offers both Donors and Recipients access to and use of the Marketplace free of charge, if you are a retailer, certain enhanced access and features (each, a“Premium Service”) may be purchased by you on a paid subscription basis (a “Subscription”). The scope of benefits available to you with respect to any Premium Service shall be as described or otherwise limited by the terms disclosed to you at the time of your purchase of the Subscription through the Site.
b. Free Trial. If you are a retailer, your access to a Premium Service pursuant to a Subscription may be preceded by a free trial (a “Trial”). We reserve the right, in our sole discretion, to determine your eligibility for a Trial. If you receive a Trial, you may only use those portions of the Premium Service included in your Trial, only for the duration of that Trial, and only for the purpose of evaluating the desirability of purchasing a Subscription. Upon the expiration of any Trial period, your access to the Premium Service will cease, except where you have purchased a Subscription in accordance with the terms hereof.
c. Cancellation.Unless otherwise expressly set forth in any applicable terms presented to you at the time of purchase, you may cancel your Subscription at any time; provided, however, that any such cancellation shall not become effective until the expiration of your then-current subscription term. If you cancel your Subscription, you will continue to have access to the applicable Premium Service(s) in accordance with the terms of your applicable Subscription for the remainder of the then-current subscription term. LIQUIDONATE DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO PREMIUM SERVICES OR ANY SUBSCRIPTION, INCLUDING FOR ANY PARTIALLY USED SUBSCRIPTION TERMS. To cancel a Subscription, please send a written cancelation request via email to LiquiDonate at email@example.com, and include the phrase “CANCEL SUBSCRIPTION” in the subject line.
d. Payment Method. You must have a current and valid credit card, debit card, or other payment method acceptable to or as specified by LiquiDonate (a "Payment Method") in order to purchase any Subscription or, if you are a Recipient, to order a Reclaimable Product to which a Delivery Fee would apply. By establishing a User Account and providing your Payment Method to LiquiDonate during the registration process or otherwise, you are expressly authorizing LiquiDonate to charge any Subscription purchases you make or Delivery Fees you incur in connection with your use of the Marketplace to the Payment Method you provided at registration (or to a different Payment Method if you change your Payment Method information in your User Account or provide us with a different Payment Method at check-out). Please note that prices and fees (including Subscription fees and Delivery Fees) are subject to change at any time upon posting. ALL SUBSCRIPTION FEES, DELIVERY FEES, AND OTHER CHARGES ARE FULLY EARNED UPON PAYMENT AND (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN) ARE NON-REFUNDABLE.
e. Taxes. The fees specified in these Terms or otherwise applicable to your use of the Marketplace or any Premium Service are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). You are responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on LiquiDonate’s net income.
f. Promotions. LiquiDonate may offer from time to time promotions on the Site or with respect to the Marketplace that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
b. Your Use of Personal Information. Through your use of the Marketplace, including, without limitation, your participation in in-person pick-ups of ordered Reclaimable Products, you may be provided or receive access to the personal information of other users of the Marketplace (“User Information”). You agree that you shall only access or use User Information exclusively for the purpose for which it was provided or made available to you. You may not disclose, sell, rent, or distribute any User Information to a third party for any purpose not directly related to and necessary for your use of the Marketplace. Additionally, you may not use User Information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.
13. INTELLECTUAL PROPERTY
a. LiquiDonate Intellectual Property. As between you and LiquiDonate, the Site, the Marketplace, and any Premium Services, and all software and other technologies embodied in or used to provide any of the foregoing, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of LiquiDonate. No rights are granted to you other than as expressly set forth herein.
b. User Content. As between you and LiquiDonate, but subject to Section 8(b) hereof, you own all right, title and interest in and to your User Content.
c. Feedback. To the extent you provide LiquiDonate with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Site or the Marketplace (collectively, “Feedback”), you hereby assign and agree to assign to LiquiDonate all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that LiquiDonate will be free to use such Feedback in any manner, including by implementing such Feedback in the Site, the Marketplace, and/or LiquiDonate’s other technologies, products and services, without compensation or other obligation to you.
d. Data Use. Without limiting any of LiquiDonate’s other rights hereunder, LiquiDonate shall have the right to collect, examine, extract, model, manipulate, aggregate, collate, analyze, create analysis using, reproduce and otherwise use, on a de-identified basis, any information, including, without limitation, usage information, that LiquiDonate learns, acquires or obtains in connection with these Terms, within the scope of its regular business operations, including, without limitation, (i) developing, operating, and ensuring the integrity of data sets, algorithms or other analytical tools, (ii) testing, implementing, benchmarking, integrating, developing, optimizing or improving LiquiDonate software and other products and services, and (iii) marketing, distributing, or otherwise making LiquiDonate products and services available to its customers.
14. THIRD PARTY APPLICATIONS.
15. DISCLAIMER OF WARRANTIES.
THE SITE, THE MARKETPLACE, AND ANY PREMIUM SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND LIQUIDONATE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER LIQUIDONATE NOR ANY PERSON ASSOCIATED WITH LIQUIDONATE MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE, THE MARKETPLACE, OR ANY PREMIUM SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER LIQUIDONATE NOR ANYONE ASSOCIATED WITH LIQUIDONATE REPRESENTS OR WARRANTS THAT THE SITE, THE MARKETPLACE, OR ANY PREMIUM SERVICES, OR ANY RESULTS GENERATED THEREFROM, WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE, THE MARKETPLACE, THE PREMIUM SERVICES, OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE, THE MARKETPLACE, OR THE PREMIUM SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. LIQUIDONATE MAKES NO REPRESENTATIONS OR WARRANTIES THAT ANY INFORMATION OR CONTENT DISPLAYED, POSTED TO, OR OTHERWISE MADE AVAILABLE THROUGH THE SITE, THE MARKETPLACE, OR ANY PREMIUM SERVICES (INCLUDING, WITHOUT LIMITATION, ANY PARTICIPANT CONTENT) WILL BE TRUE, COMPLETE, ACCURATE, OR RELIABLE, AND YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF, RELIANCE ON, AND/OR EVALUATION OF SUCH CONTENT. LIQUIDONATE FURTHER MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR, ANY RECLAIMABLE PRODUCTS OFFERED OR MADE AVAILABLE THROUGH THE MARKETPLACE, THE ACTIONS OF OTHER USERS OF THE MARKETPLACE, OR ANY THIRD PARTY SERVICE (INCLUDING, WITHOUT LIMITATION, THE ACTS OR OMISSIONS OF ANY DELIVERY SERVICE PROVIDERS). AS BETWEEN YOU AND LIQUIDONATE, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF, INTERPRETATION OF, AND RELIANCE ON THE SITE, THE MARKETPLACE, ANY PREMIUM SERVICES, AND ALL CONTENT AND PRODUCTS (INCLUDING RECLAIMABLE PRODUCTS) AVAILABLE THERETHROUGH.
YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF THE MARKETPLACE AND, WHERE YOU ARE A RECIPIENT, FOR ASSESSING THE SUITABILITY OF ANY RECLAIMABLE PRODUCTS YOU ORDER THROUGH THE MARKETPLACE. YOU ACCEPT ALL RISKS WITH RESPECT TO ANY TRANSACTION IN WHICH YOU CHOOSE TO ENGAGE THROUGH OR IN CONNECTION WITH THE MARKETPLACE, WHETHER AS A DONOR OR AS A RECIPIENT.
You agree to indemnify, defend, and hold LiquiDonate and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your violation of these Terms, including, but not limited to, any access to or use of the Site, the Marketplace, or any Premium Service in any manner not expressly authorized hereunder; (b) any claim that the User Content infringes, misappropriates, or otherwise violates the intellectual property rights or rights of privacy of any third party; (c) your negligence or willful misconduct; (d) your breach of any applicable law, rule, or regulation or your violation of the rights of any third party; and (e) any transaction entered into between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action.
17. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LIQUIDONATE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SITE, THE MARKETPLACE, THE PREMIUM SERVICES, OR ANY RECLAIMABLE PRODUCTS MADE AVAILABLE THERETHROUGH, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, DAMAGE TO OR LOSS OF PROPERTY, OR PERSONAL INJURY OR DEATH, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, LIQUIDONATE IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS, IN NO EVENT WILL LIQUIDONATE’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO LIQUIDONATE IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. If you are not satisfied with the Site or the Marketplace, your sole and exclusive remedy is to cease all access to and use of the Site and the Marketplace.
Some jurisdictions do not allow the limitation of liability for incidental or consequential damages or other damages or liability, so the foregoing limitations may not apply to you. To the extent that in a particular circumstance any limitation on damages or liability set forth in this Section is prohibited by applicable law, then, instead of the provisions hereof in such particular circumstance, LiquiDonate shall be entitled to the maximum limitations on damages and liability available at law and equity in that particular circumstance.
You and LiquiDonate understand and agree that the disclaimers, exclusions, and limitations in this Section 17 and in Section 15 are essential elements of these Terms and that they represent a reasonable allocation of risk. In particular, you understand that LiquiDonate would be unable to make the Site or the Marketplace available to you except on these terms and agree that these Terms will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
18. DIGITAL MILLENNIUM COPYRIGHT ACT
LiquiDonate is committed to respecting and protecting the legal rights of copyright owners in accordance with the Digital Millennium Copyright Act (Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.)). If you believe any content infringes your intellectual property rights, please submit a notice to us describing such infringement (a “DMCA Takedown Notice”) with the following information:
● A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
● Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
● Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material;
● Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, email address;
● A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
● A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
Any DMCA Takedown Notice should be sent to: firstname.lastname@example.org. You acknowledge that for LiquiDonate to be authorized to takedown any content, your DMCA Takedown Notice must comply with all of the requirements of this Section.
19. SERVICE SUPPORT.
If you encounter technical problems when using the Marketplace, please email us at email@example.com.
20. OPERATION FROM THE UNITED STATES.
21. DISPUTE RESOLUTION.
Please read this Section carefully. It impacts the rights that you may otherwise have. It provides for resolution of most disputes through individual arbitration instead of trial courts and class actions. This “Dispute Resolution” section survives any expiration or earlier termination of these Terms.
Informal Dispute Resolution. As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other party, both you and LiquiDonate agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the Site or the Marketplace, or the breach, enforcement, interpretation, or validity of these Terms ("Claim"), the party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other party describing the facts and circumstances (including any supporting documentation) of the Claim. The party asserting the Claim must allow the receiving party 30 days in which to respond to or settle the Claim.
For purposes of this Section, notices must be sent as follows:
● If to LiquiDonate: to LiquiDonate, Inc., Attn: Legal/Compliance, 1221 62nd Street, Oakland, CA 94608, with a copy emailed to firstname.lastname@example.org.
● If to you: to any address listed in or associated with your User Account or that you otherwise submit to us through your use of the Marketplace.
Arbitration. To the extent you cannot resolve any Claim through the informal dispute resolution procedure set forth above, and except as otherwise set forth herein, a Claim must be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under these Terms and with respect to any Claim. You and LiquiDonate each expressly delegate to the arbitrator the authority to determine the arbitrability of any Claim, including the scope, applicability, validity, and enforceability of this arbitration provision.
To begin an arbitration proceeding, you must send a written request to LiquiDonate at: LiquiDonate, Inc., Attn: Legal/Compliance, 1221 62nd Street, Oakland, CA 94608, with a copy emailed to email@example.com. You agree that the arbitration will be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In accordance with the AAA Rules, you must also send a copy of your written demand for arbitration to AAA when submitting your request to LiquiDonate. In the event that the AAA is unable or unwilling to initiate arbitration within fourteen (14) days of receiving a demand for arbitration, arbitration may be conducted by JAMS, Inc. (in accordance with its Streamlined Arbitration Rules & Procedures) or by any other mutually agreeable arbitration administration service. You and LiquiDonate each agree that these Terms evidence a transaction in interstate commerce and that this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law and will not be governed by state law. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce these Terms as a court would. Any arbitration shall be confidential, and neither you nor LiquiDonate may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.
In lieu of arbitration, and notwithstanding anything in this section to the contrary, either you or LiquiDonate may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, but only if it is brought and maintained as an individual claim. Additionally, and notwithstanding anything herein to the contrary, nothing in this section shall prohibit you or LiquiDonate from seeking temporary injunctive relief in a court of competent jurisdiction to prevent an imminent or stop an actual breach of these Terms.
Class Action and Jury Waiver. You and LiquiDonate each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between you and LiquiDonate that this class action waiver is unenforceable, the arbitration agreement set forth above will be void as to you. If for any reason a Claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial.
a. Service Availability. You agree and acknowledge that the Site, and/or the Marketplace may be temporarily unavailable due to maintenance or other development activities. LiquiDonate will use commercially reasonable efforts to provide you with advance notice of any such unavailability, but shall not have any liability to you for any planned or unplanned unavailability or downtime.
b. Releases by California Residents. If you are a California resident, then with respect to any release or waiver set forth in these Terms, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
c. Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder to any other person without LiquiDonate’s prior written consent. Any purported assignment in violation of this paragraph is void and of no effect. These Terms are freely assignable by LiquiDonate. These Terms shall be binding on the parties and their permitted successors and assigns. Except as otherwise set forth herein, a person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
d. Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under these Terms if the delay or failure is due to any cause outside of our reasonable control.
e.Notices. Except as otherwise set forth herein, any notice given under these Terms by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Notices to LiquiDonate must be sent to firstname.lastname@example.org. Notices to you will be sent to any email address associated with your User Account or that you otherwise submit to us through your use of the Marketplace. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
f. California Residents. If you are a California resident, you may report a complaint to the Complaint Assistance Unit of the Division of Consumer Services at the California Department of Consumer Affairs by telephone at (800) 952-5210 or by mail at 400 R Street, Sacramento, CA 95814, United States.
g. Severability and Waiver. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
For more information or other questions, please contact us at:
1221 62nd Street
Oakland, CA 94608