1. Accepting These Terms
The Terms are a legally binding contract between you and Roots and Raices. If you live in North America or anywhere else, the contract is between you and Roots and Raices, Inc. We’ll just refer to Roots and Raices, Inc. and all of its subsidiaries collectively as “Roots and Raices.”
Please note that Section 11. Disputes with Roots and Raices , contains an arbitration clause and class action waiver. By agreeing to the Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions.
This contract sets out your rights and responsibilities when you use RootsRaices.org and the other services provided by Roots and Raices (we’ll refer to all of these collectively as our “Services”), so please read it carefully. By using any of our Services (even just browsing one of our websites), you’re agreeing to the Terms. If you don’t agree with the Terms, you may not use our Services.
2. Your Privacy
Both Roots and Raices and sellers process members’ personal information (for example, buyer name, email address, and shipping address) and are therefore considered separate and independent data controllers of buyers’ personal information under EU law. That means that each party is responsible for the personal information it processes in providing the Services. For example, if a seller accidentally discloses a buyer’s name and email address when fulfilling another buyer’s order, the seller, not Roots and Raices, will be responsible for that unauthorized disclosure.
If, however, Roots and Raices and sellers are found to be joint data controllers of buyers’ personal information, and if Roots and Raices is sued, fined, or otherwise incurs expenses because of something that you did as a joint data controller of buyer personal information, you agree to indemnify Roots and Raices for the expenses it occurs in connection with your processing of buyer personal information.
3. Your Account with Roots and Raices
You’ll need to create an account with Roots and Raices to use some of our Services. Here are a few rules about accounts with Roots and Raices:
A. You must be 18 years or older to use our Services. Minors under 18 and at least 13 years of age are only permitted to use our Services through an account owned by a parent or legal guardian with their appropriate permission and under their direct supervision. Children under 13 years are not permitted to use Roots and Raices or the Services. You are responsible for any and all account activity conducted by a minor on your account. For more information, see Roots and Raices’s Minors Policy.
B. Provide accurate information about yourself. It’s prohibited to use false information or impersonate another person or company through your account.
C. Choose an appropriate name. If you decide to not have your full name serve as the name associated with your account, you may not use language that is offensive, vulgar, infringes someone’s intellectual property rights, or otherwise violates the Terms.
D. You’re responsible for your account. You’re solely responsible for any activity on your account. If you’re sharing an account with other people, then the person whose financial information is on the account will ultimately be responsible for all activity. If you’re registering as a business entity, you personally guarantee that you have the authority to agree to the Terms on behalf of the business. Also, your accounts are not transferable.
E. Protect your password. As we mentioned above, you’re solely responsible for any activity on your account, so it’s important to keep your account password secure.
F. Let’s be clear about our relationship. These Terms don’t create any agency, partnership, joint venture, employment, or franchisee relationship between you and Roots and Raices.
4. Your Content
Content that you post using our Services is your content (so let’s refer to it as “Your Content”). We don’t make any claim to it, which includes anything you post using our Services with exception for the products that are selected to be featured in the Roots & Raíces Collection.
A. Responsibility for Your Content. You understand that you are solely responsible for Your Content. You represent that you have all necessary rights to Your Content and that you’re not infringing or violating any third party’s rights by posting it.
B. Permission to Use Your Content. By posting Your Content through our Services, you grant Roots and Raices a license to use it. We don’t claim any ownership to Your Content, but we have your permission to use it to help Roots and Raices function and grow. That way, we won’t infringe any rights you have in Your Content and we can help promote your stuff. For example, you acknowledge and agree Roots and Raices may offer you or Roots and Raices buyers promotions on the Site, from time to time, that may relate to your listings
C. Rights You Grant Roots and Raices. (Here’s the legalese version of the last section). By posting Your Content, you grant Roots and Raices a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content. This allows us to provide the Services and to promote Roots and Raices, your Roots and Raices shop, or the Services in general, in any formats and through any channels, including across any Roots and Raices Services, our partners, or third-party website or advertising medium. You agree not to assert any moral rights or rights of publicity against us for using Your Content. You also recognize our legitimate interest in using it, in accordance with the scope of this license, to the extent Your Content contains any personal information.
That sounds like a lot, but it’s necessary for us to keep Roots and Raices going. Consider these examples: if you upload a photo of a listing on your Roots and Raices shop, we have permission to display it to buyers, and we can resize it so it looks good to a buyer using our mobile app; if you post a description in English, we can translate it into French so a buyer in Paris can learn the story behind your item; and if you post a beautiful photo of your latest handmade necklace, we can feature it on our homepage, in one of our blogs or even on a billboard to help promote your business and Roots and Raices’s.
D. Reporting Unauthorized Content. Roots and Raices has great respect for intellectual property rights, and is committed to following appropriate legal procedures to remove infringing content from the Services. If content that you own or have rights to has been posted to the Services without your permission and you want it removed, please contact us directly via email. If Your Content is alleged to infringe another person’s intellectual property, we will take appropriate action, such as disabling it if we receive proper notice or terminating your account if you are found to be a repeat infringer. We’ll notify you if any of that happens.
E. Inappropriate, False, or Misleading Content. This should be common sense, but there are certain types of content we don’t want posted on Roots and Raices’s Services (for legal reasons or otherwise). You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of our Prohibited Items Policy, Community Policy, or any part of our Terms. You also agree not to post any content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive.
5. Your Use of Our Services
License to Use Our Services. We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services—subject to the Terms and the following restrictions in particular:
A. Don’t Use Our Services to Break the Law. You agree that you will not violate any laws in connection with your use of the Services. This includes any local, state, federal, and international laws that may apply to you. For example, it’s your responsibility to obtain any permits or licenses that your shop requires; you may not sell anything that violates any laws; you must comply with our Sanctions Policy, and you may not engage in fraud (including false claims or infringement notices), theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against Roots and Raices, another Roots and Raices user, or a third party.
B. In the case that you use our paid membership services you are responsible for paying all fees that you owe to Roots and Raices. Except as set forth below, you are also solely responsible for collecting and/or paying any applicable taxes for any purchases or sales you make through our Services. For digital items sold to buyers in Australia, Belarus, the EU, Iceland, India, New Zealand, Norway, Russia, Serbia, South Africa, South Korea, Switzerland, Taiwan, Turkey, or United Arab Emirates, Roots and Raices will help collect and remit the correct amount of value-added tax or VAT. Some countries may refer to VAT using other terms, e.g. Goods and Services Tax (GST), but we’ll just refer to VAT, GST, and any local sales taxes collectively as “VAT.” In addition, Roots and Raices will calculate, collect, and remit sales tax where applicable. Please see this FAQ for more information.
C. You agree not to crawl, scrape, or spider any page of the Services or to reverse engineer or attempt to obtain the source code of the Services.
D. You agree not to interfere with or try to disrupt our Services, for example by distributing a virus or other harmful computer code.
E. Follow Our Trademark Policy. The name “Roots and Raices” and the other Roots and Raices marks, phrases, logos, and designs that we use in connection with our Services, are trademarks, service marks, or trade dress of Roots and Raices in the US and other countries.
F. Share Your Ideas with us. They can help us improve your experience and our Services. Any unsolicited ideas or other materials you submit to Roots and Raices (not including Your Content or items you sell through our Services) are considered non-confidential and non-proprietary to you. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
G. Talk to Us Online. From time to time, Roots and Raices will provide you with certain legal information in writing. By using our Services, you’re agreeing to our Electronic Communications Policy, which describes how we provide that information to you. It says that we can send you information electronically (such as by email) instead of mailing you paper copies (it’s better for the environment), and that your electronic agreement is the same as your signature on paper.
Termination By You. We’d hate to see you go, but you may terminate your account with Roots and Raices at any time from your account settings. Terminating your account will not affect the availability of some of Your Content that you posted through the Services prior to termination. Oh, and you’ll still have to pay any outstanding bills.
Termination By Roots and Raices. We may terminate or suspend your account (and any related accounts) and your access to the Services at any time, for any reason, and without advance notice. If we do so, it’s important to understand that you don’t have a contractual or legal right to continue to use our Services, for example, to sell or buy on our websites or mobile apps. Roots and Raices may refuse service to anyone, at any time, for any reason.
If you or Roots and Raices terminate your account, you may lose any information associated with your account, including Your Content.
We May Discontinue the Services. Roots and Raices reserves the right to change, suspend, or discontinue any of the Services at any time, for any reason. We will not be liable to you for the effect that any changes to the Services may have on you, including your income or your ability to generate revenue through the Services.
Survival. The Terms will remain in effect even after your access to the Service is terminated, or your use of the Service ends.
7. Warranties and Limitation of Liability (or the Things You Can’t Sue Us For)
Items You Purchase. You understand that Roots and Raices does not manufacture, store, or inspect any of the items sold through our Services. We provide the venue; the items in our marketplaces are produced, listed, and sold directly by independent sellers, so Roots and Raices cannot and does not make any warranties about their quality, safety, or even their legality. Any legal claim related to an item you purchase must be brought directly against the seller of the item. You release Roots and Raices from any claims related to items sold through our Services, including for defective items, misrepresentations by sellers, or items that caused physical injury (like product liability claims).
Content You Access. You may come across materials that you find offensive or inappropriate while using our Services. We make no representations concerning any content posted by users through the Services. Roots and Raices is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Services. You release us from all liability relating to that content.
People You Interact With. You can use the Services to interact with other individuals, either online or in person. However, you understand that we do not screen users of our Services, and you release us from all liability relating to your interactions with other users. Please be careful and exercise caution and good judgment in all interactions with others, especially if you are meeting someone in person.
Gift Cards and Promotions. You acknowledge that Roots and Raices does not make any warranties with respect to your Gift Card balance and is not responsible for any unauthorized access to, or alteration, theft, or destruction of a Gift Card or Gift Card code that results from any action by you or a third party. You also acknowledge that we may suspend or prohibit use of your Gift Card if your Gift Card or Gift Card code has been reported lost or stolen, or if we believe your Gift Card balance is being used suspiciously, fraudulently, or in an otherwise unauthorized manner. If your Gift Card code stops working, your only remedy is for us to issue you a replacement Gift Card code. By participating in a special offer or promotion, you agree that you may not later claim that the rules of that special offer or promotion were ambiguous.
WARRANTIES. ROOTS AND RAICES IS DEDICATED TO MAKING OUR SERVICES THE BEST THEY CAN BE, BUT WE’RE NOT PERFECT AND SOMETIMES THINGS CAN GO WRONG. YOU UNDERSTAND THAT OUR SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY KIND OF WARRANTY (EXPRESS OR IMPLIED). WE ARE EXPRESSLY DISCLAIMING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
WE DO NOT GUARANTEE THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR EXPECTATIONS. YOU USE THE SERVICES SOLELY AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIABILITY LIMITS. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER ROOTS AND RAICES , NOR OUR EMPLOYEES OR DIRECTORS SHALL BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS. IN NO EVENT SHALL ROOTS AND RAICES AGGREGATE LIABILITY FOR ANY DAMAGES EXCEED THE GREATER OF ONE HUNDRED ($100) US DOLLARS (USD) OR THE AMOUNT YOU PAID ROOTS AND RAICES IN THE PAST TWELVE MONTHS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. Indemnification (or What Happens If You Get Us Sued)
We hope this never happens, but if Roots and Raices gets sued because of something that you did, you agree to defend and indemnify us. That means you’ll defend Roots and Raices (including any of our employees) and hold us harmless from any legal claim or demand (including reasonable attorney’s fees) that arises from your actions, your use (or misuse) of our Services, your breach of the Terms, or your account’s infringement of someone else’s rights.
We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.
9. Disputes with Other Users
If you find yourself in a dispute with another user of Roots and Raices’s Services or a third party, we encourage you to contact the other party and try to resolve the dispute amicably.
Case System. Buyers and sellers who are unable to resolve a dispute related to a transaction on our websites or mobile apps may participate in our case system. Roots and Raices will attempt to help you resolve disputes in good faith and based solely on our interpretation of our policies, in our sole discretion; we will not make judgments regarding legal issues or claims. Roots and Raices has no obligation to resolve any disputes.
Release of Roots and Raices. You release Roots and Raices from any claims, demands, and damages arising out of disputes with other users or parties.
10. Disputes with Roots and Raices
If you’re upset with us, let us know, and hopefully we can resolve your issue. But if we can’t, then these rules will govern any legal dispute involving our Services:
A. Governing Law. The Terms are governed by the laws of the State of New York, without regard to its conflict of laws rules, and the laws of the United States of America. These laws will apply no matter where in the world you live, but if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law.
B. Arbitration. You and Roots and Raices agree that any dispute or claim arising from or relating to the Terms shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms you can find the AAA Rules here), unless otherwise required by law. Arbitration, including threshold questions of arbitrability of the dispute, will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under the Terms will take place on an individual basis — class arbitrations and class actions are not permitted. You understand that by agreeing to the Terms, you and Roots and Raices are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.
C. Costs of Arbitration. Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the Consumer Arbitration Rules. If the value of your claim does not exceed $10,000 USD, Roots and Raices will pay for the reasonable filing, administrative, and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.
D. Forum. We’re based in Maryland, so any legal action against Roots and Raices related to our Services must be filed and take place in Baltimore, Maryland. For all actions under the AAA Rules, the proceedings may be filed where your residence is, or in Baltimore, and any in-person hearings will be conducted at a location which is reasonably convenient to both parties taking into account their ability to travel and other pertinent circumstances. For any actions not subject to arbitration, you and Roots and Raices agree to submit to the personal jurisdiction of a state or federal court located in Baltimore, Maryland, if your contract is with Roots and Raices, Inc.
E. Government Exception. If you are a government agent or entity in the United States using the Services in your official capacity, and you are legally unable to agree to the clauses in this section, then those clauses do not apply to you. In that case, the Terms and any action related to the Terms will be governed by the laws of the United States (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Maryland.
F. Modifications. If we make any changes to this “Disputes with Roots and Raices” section after the date you last accepted the Terms, those changes will not apply to any claims filed in a legal proceeding against Roots and Raices prior to the date the changes became effective. Roots and Raices will notify you of substantive changes to the “Disputes with Roots and Raices” section at least 30 days prior to the date the change will become effective. If you do not agree to the modified terms, you may send Roots and Raices a written notification (including email) or close your account within those 30 days. By rejecting a modified term or permanently closing your account, you agree to arbitrate any disputes between you and Roots and Raices in accordance with the provisions of this “Disputes with Roots and Raices” section as of the date you last accepted the Terms, including any changes made prior to your rejection. If you reopen your closed account or create a new account, you agree to be bound by the current version of the Terms.
11. Changes to the Terms
We may update these Terms from time to time. If we believe that the changes are material, we’ll definitely let you know by posting the changes through the Services and/or sending you an email or message about the changes. That way you can decide whether you want to continue using the Services. Changes will be effective upon the posting of the changes unless otherwise specified. You are responsible for reviewing and becoming familiar with any changes. Your use of the Services following the changes constitutes your acceptance of the updated Terms.
12. Some Finer Legal Points
The Terms, including all of the policies that make up the Terms, supersede any other agreement between you and Roots and Raices regarding the Services. If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect. Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms. We may assign any of our rights and obligations under the Terms.
13. Contact Information
If you have any questions about the Terms, please email us at email@example.com