Terms & Conditions

Welcome to FreshOnTable! These terms and conditions of use (“Terms of Use“) is a binding agreement between you and FreshOnTable Corporation and its affiliates and subsidiaries (referred to herein as “FreshOnTable“, “we“, “our” or “us“). These Terms of Use govern your use of our Application (defined hereinafter) and the services, products, features, technologies, and software we offer (“Services“). These Terms of Use further set out how you may use our Services to buy and sell products (“Products“) via the digital marketplace platform (“Platform“) made available on the Application.

The words “You“, “Your“ or “User“ as used herein, refer to all individuals and/or entities accessing or using the Application and/or our Services for any reason.

By downloading/installing, accessing, copying or using the application and/or our services, you (a) acknowledge that you have read and understood these terms of use; (b) represent that you are 18 years of age or, or the required legal age in your jurisdiction; and (c) accept these terms of use and agree that you are legally bound by its terms. If you do not agree to these terms, do not download, install or use the application or our services and delete the application from your device.

These Terms of Use constitute an electronic record within the meaning of the applicable law. This electronic record is generated by a computer system and does not require any physical or digital signatures.

A). DEFINITIONS.

“Applicable Law” shall mean all applicable laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions, judgments, decrees or other requirements or official directive of any governmental authority or Person acting under the authority of any governmental authority and / or of any statutory authority in the United States of America, whether in effect on the date of these Terms of Use or thereafter including all laws, rules, regulations, orders applicable to the sale and delivery of perishable food items in the United States of America.

“Application” shall mean the FreshOnTable Application made available by us or any other derivatives of the applications that may be provided in the future.

“Account“ means the account successfully created by you on the Application by providing information such as your name, city, phone number, contact details, user name, password and any other information as per the directions on the Application during the Registration Process and includes any further changes and additions to the information from time to time.

“Intellectual Property” or “IP” includes ideas, concepts, creations, discoveries, inventions, patents, improvements, know how, trade or business secrets; trademarks, service marks, designs, utility models, tools, devices, models, methods, procedures, processes, systems, principles, synthesis protocol, algorithms, works of authorship, flowcharts, drawings, books, papers, models, sketches, formulas, proprietary techniques, research projects, copyright, designs, and other confidential and proprietary information, databases, data, documents, instruction manuals, records, memoranda, notes, user guides, in either printed or machine-readable form, whether or not copyrightable or patentable or protectable under any other intellectual property law, or any written or verbal instructions or comments.

“Intellectual Property Rights” or “IPR” include

(i) all rights, title, and interest under any statute or under Applicable Law including patent rights; copyrights including moral rights; and any similar rights in respect of Intellectual Property, anywhere in the world, whether negotiable or not;
(ii) any licenses, permissions and grants in connection therewith;
(iii) applications for any of the foregoing and the right to apply for them in any part of the world;
(iv) right to obtain and hold appropriate registrations in Intellectual Property anywhere in the world;
(v) all extensions and renewals thereof; and
(vi) causes of action in the past, present or future, related thereto including the rights to damages and profits, due or accrued, arising out of past, present or future infringements or violations thereof and the right to sue for and recover the same.
“Person” shall mean:
(i) any company, partnership, limited liability partnership, joint venture, joint stock company, trust estate, unincorporated organisation or other business entity recognised under Applicable Law;
(ii) any governmental authority; or
(iii) any individual.
“Transaction Information” means, collectively, order information and any other data or information acquired by you or your affiliates from use of the Application, FreshOnTable, its affiliates, or otherwise as a result of these Terms of Use, the transactions contemplated by these Terms of Use, or the parties’ performance under these Terms of Use.

“User Data“ means all data, information, files, content including hypertext markup language files, technology, trademarks, product information, materials documents, audio and visual information, graphics, scripts, programs, applets or servlets that the you provide FreshOnTable or its Affiliates, upload to or transfer in or through the Application or provide in the course of using the Services. The User Data collected by us has been described in our privacy policy (the “Privacy Policy“).

  1. ELIGIBILITY.

By checking any acceptance boxes, clicking any acceptance buttons, submitting any text or content or simply by accessing or making any use of the Applicationyou

(i) accept the Terms of Use that appear below and agree to be bound by each of its terms, and
(ii) represent and warrant to FreshOnTable that:
(a) these Terms of Use are binding and enforceable against you;
(b) to the extent an individual is accepting this Terms of Use on behalf of an entity, such individual has the right and authority to agree to all of the terms set forth herein on behalf of such entity; and
(c) you have read and understand our Privacy Policy, the terms of which are incorporated herein by reference, and agree to abide by the Privacy Policy. These Terms of Use are made between you and us and shall come into effect on the date which you download the Application and/or your Account is created whichever is earlier, and shall continue unless and until terminated by us or you.

  1. REGISTRATION PROCESS.

2.1 In order to use the Application or any of our Services to buy and sell Products through the Application, you must create a valid Account. When registering your Account, you must provide valid and authentic supporting documents as we may specify (in accordance with Applicable Laws) and/or as may be requested by us through the Application or your Account.

2.2 Please ensure that you provide us accurate registration information and keep the same up-to-date. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your Account. We also reserve the right to refuse access to the Application, terminate accounts, remove or edit content at any time without notice to you.

2.3 You are responsible for maintaining the confidentiality of your Account and password and for restricting access to your mobile phone/computer to prevent unauthorised access to your Account. You agree to accept responsibility for all activities that occur under your Account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.

2.4 You shall not:

create any Account for anyone other than yourself without such person’s prior written permission;
use or create an Account with the intent to impersonate that person; or
use or create an Account that includes information that is otherwise offensive, vulgar or obscene or otherwise unlawful.

  1. PASSWORDS.

You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your Account in accordance with these Terms of Use) and you are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password. We have the right to disable any user identification name or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of these Terms of Use.

  1. SPECIFIC POLICIES.

By creating a valid Account, you agree, at the time of creation or registration, to be bound by and comply with these Terms of Use, and all policies, protocols guidelines, and other terms incorporated on the Application (which shall form a part of these Terms of Use). This shall include:

any country specific terms about which you may be notified from time to time; and
any service specific terms for any of our Services that you may request from us and which we may agree to provide to you from time to time (using functionality we may enable for your Account) in accordance with such service specific terms (which may relate only to specific Products) (“Other Service Terms“) and which form part of these Terms of Use.

  1. USE OF THE APPLICATION.

5.1 License for Access to Application

Subject to your compliance with these Terms of Use and payment of applicable fees, if any, FreshOnTable grants you a limited license to access and make personal use of this Application, but not to modify it, or any portion of it, except with express written consent of FreshOnTable and/or its affiliates, as may be applicable. This license does not include any resale or commercial use of this Application or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this Application or its contents; any downloading or copying of account information for the benefit of another seller; or any use of data mining, robots, or similar data gathering and extraction tools.

5.2 You may use the Application to browse, locate, view, sell or purchase Products and Services offered. To use the Application, you will need a device that meets the system and compatibility requirements for the Application, working internet access, and compatible software. The Application may be made available on stores such as Google Play, Apple App Store etc.. FreshOnTable is not responsible for and does not endorse any Products and Services offered or made available on the Application by Users.

5.3 You agree, undertake and confirm that your use of the Application shall be strictly governed by the following binding principles:

You shall not host, display, upload, modify, publish, transmit, update or share any information or content or list items that:

belongs to another person and to which you do not have any right;
is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic,
pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
harms minors in any way;
infringes any patent, trademark, copyright or other proprietary rights;
(in our sole discretion) may not be considered to be in compliance with general Islamic Shariah law, rules, morals, values, ethics and traditions;
violates any Applicable Law for the time being in force;
deceives or misleads the addressee/users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
impersonates another person;
contains software viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer resource;
threatens the unity, integrity, defense, security or sovereignty of the United States of America, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any other nation;
is false, inaccurate or misleading;
creates liability for FreshOnTable or causes it \o lose (in whole or in part) the services of ISPs or other suppliers; and
You enable FreshOnTable to use the User Data you supply to us in a manner that we are not violating any rights you or any third party might have in your User Data, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights you have in your User Data, in any media now known or not currently known, with respect to your User Data. FreshOnTable will only use your User Data in accordance with these Terms of Use and its Privacy Policy.

5.4 As a condition of use, you promise not to use the Application for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with the Services. We have no obligation to monitor the Application or User Data. However, we reserve the right to: (i) remove, suspend, edit or modify any User Data in our sole discretion, including without limitation any user submissions at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Data or if we are concerned that you may have violated these Terms of Use), or for no reason at all. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:

(i) satisfy any Applicable Law, regulation, legal process or governmental request;
(ii) enforce these Terms of Use, including investigation of potential violations hereof;
(iii) detect, prevent, or otherwise address fraud, security or technical issues;
(iv) respond to user support requests; or
(v) protect our rights, property or safety of our users and the public.

5.5 Users shall not use the Services in order to transmit, distribute, store or destroy material, including without limitation content provided by the Services:

in a manner that will infringe the copyright, trademark, trade secret or other Intellectual Property Rights of others or violate the privacy, publicity or other personal rights of others, or
that harasses or advocates harassment of another person.

5.6 Users are also prohibited from violating or attempting to violate the security of the Services, including, without limitation the following activities: (i) accessing data not intended for such User or logging into a server or account which the User is not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorisation; (iii) attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Application, overloading, “flooding”, “spamming”, “mailbombing” or “crashing”; or (iv) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liability.

5.7 We reserve the right to change the nature of Services at its sole discretion. Such change may be notified to the you by publishing the same on the Application.

  1. USER DUTIES.

6.1 You may only use the Application for lawful purposes and in a lawful manner. You must comply with all Applicable Laws and you acknowledge that these may vary between different countries. You are obligated \to comply with laws of each applicable country applicable.

6.2 You must ensure that your Products, Services establishments/restaurants and any other items listed on the Application correspond to the images uploaded to the Application and information supplied to us. It is your duty not to place any misleading or untrue advertisement or information about your Products, Services or establishments/ restaurants on the Application.

6.3 If you are found to be in breach of these Terms of Use, you must accept return of Products or rejections of orders for any reason related to such breach and you may become liable to us under these Terms of Use.

6.4 Products that we consider are potentially harmful (including, for example, to the health and safety of individuals) may require you to provide additional warranties to us to continue to allow their sale via the Application. Specific Applicable Laws may apply to the sale of such Products and it is your responsibility to adhere to such laws. Liabilities incurred for not following relevant health and safety requirements and/or selling Products which are harmful to individuals or any Person’s property will be at your sole risk and cost. We reserve the right to reject Products that fall under our prohibited item list, as published or provided to you and amended from time to time. Products offered for sale on the Application must comply with all Applicable Law and with FreshOnTable’s policies and protocols as may be specified on the Application and updated from time to time. The sale of illegal, unsafe, or other restricted products listed in these Terms of Use, including products available only by prescription, is strictly prohibited. We encourage you to seek independent legal advice if you have questions about the laws and regulations concerning your Products.

  1. SALE AND FULFILMENT.

Other than where we agree to provide our Services to you in accordance with Other Service Terms (and then only in accordance with and to the extent set out in such Other Service Terms), for any of our Services that you apply to use or use (and which we agree to provide), you will:

ensure that your Products do not cause any personal injury or damage to property;
provide to us (on request) an updated copy of your trade license (if you are a corporate Person) or a copy of your passport or national ID (if you are a natural Person);
provide warranties for the sold Products that are in accordance with market practices, our guidelines and protocols, and Applicable Law(s);
source, offer, accept, purchase, sell and fulfil your Products, in each case in accordance with the terms of the applicable order and shipping information (with respect to any order of Products made or accepted by you on the Application), these Terms of Use, and all terms provided by you (with our agreement) or us and displayed on the Application at the time of the order and be solely responsible for and bear all risk for those activities;
fulfil delivery of your Products using one of our authorised third party courier companies (which shall be notified to you using the details provided through your Account) or by delivering the Products yourself to the buyer;
package each of your Products in a commercially reasonable manner complying with all applicable packaging and labelling requirements as provided by Applicable Law;
retrieve the order information and shipping information with respect to any of your Products ordered through the Application in order to comply with your obligations according to these Terms of Use;
only cancel any sale of your Product(s) through the Application as permitted pursuant to guideline and policies issued by us and in force at the time of the applicable order or as may be required under these Terms of Use;
provide to us information regarding fulfilment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, of which we may make any of this information publicly available;
be the seller of each of your Products and not act on behalf of any other Person (in any capacity) ;
include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of your Products;
identify yourself as the seller of each of your Products on all packing slips or other information included or provided in connection with your Products and as the Person to which a customer may return the applicable product; and
except as expressly permitted by these Terms of Use, not contact customers (whether by telephone, email or other communication method) confirming orders or fulfilment of your Products or for any other reason.

  1. OUR POLICIES.

The Terms of Use are applicable to all activities or transactions made on or via the Application. If we are notified by a seller, buyer or a third party brand owner, or via a court, administrative or government order that Products or any part thereof violates, in accordance with Applicable Laws, the Intellectual Property Rights of any third party or any other rights of any third party or any Applicable Laws, we may remove such Products from the Application and our warehouses (if relevant) at our sole discretion You acknowledge that we may from time to time introduce and implement new business rules, and customer care guidelines.

  1. FEES, PAYMENTS AND PRICING.

9.1 Except as provided otherwise, our fees for our Services are set out on the Application while creating an Account or as illustrated through your Account, as may be updated from time to time. The seller of the Products shall be responsible for payment of taxes in connection with Products (including withholding costs and any interest or penalty payments that may be imposed by any competent authority for late or non-payment of such taxes, in each case in accordance with any Applicable Laws). All such amounts are in addition to our fees. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, where agreed with you in each case, to obtain credit authorizations from the issuer of your credit card, and to charge your credit card or debit your bank account for any sums payable by you to us (in reimbursement or otherwise). Except as provided otherwise, all amounts contemplated by these Terms of Use will be expressed and displayed in the currency set out on the Application or referenced through your Account.

9.2 All fees payable by you under these Terms of Use are exclusive of applicable taxes and duties, including, without limitation VAT, sales and similar transaction taxes, excise taxes and gross receipts taxes (“Indirect Taxes“). If the fees payable by you are subject to Indirect Taxes, then the Indirect Taxes will be charged by us in addition to the fees payable under these Terms of Use.

9.3 Shipment charges incurred by us in relation to any seller or customer if any will be deducted by us before releasing payment during the relevant month. We will use reasonable endeavours to ensure that the cost of each item minus our fee as set out on the Application will be released to the seller’s Account in accordance with the relevant payment terms set out on the Application after successful Product delivery, and in any event not later than thirty days after delivery. This period will always be subject to any customer dispute or dispute resolution time. Thereafter, sellers can transfer such balance to his/her bank account at any time. Our obligation to remit funds received by us on your behalf is limited to funds that we have actually received less amounts owed to us, subject to chargeback or reversal or amounts withheld for anticipated claims in accordance with these Terms of Use.

9.4 FreshOnTable tries to pay sellers within 30 Days from delivery or shipment date. FreshOnTable pays sellers through Stripe, a payment gateway company. As a condition of FreshOnTable enabling payment processing services, sellers will need to agree to provide FreshOnTable accurate and complete account information Incorrect information provided by sellers may delay FreshOnTable’s ability to facilitate payment in a timely fashion.

9.5 Sellers are permitted to set their own prices on the Application. Sellers will have the option to add separate, additional fee(s) for direct delivery or shipping. FreshOnTable recognizes that some food producers may sell across multiple ecommerce and online channels, including the seller’s own web store or other websites. FreshOnTable requires prices (including special promos, items or special discounts) on the Application match or be less than prices listed on all other online sites.

  1. YOUR WARRANTIES AND REPRESENTATIONS.

10.1 You represent and warrant that:

(i) if you are a business, you are duly organized, validly existing and in good standing under the Applicable Laws in the territory in which your Account is registered and that you are registering for our Services provided under these Terms of Use;
(ii) you have all requisite right power, and authority to enter into these Terms of Use, perform your obligations, and grant the rights, licenses, and authorizations in these Terms of Use;
(iii) you have the power and licenses, permissions, authorisations, proprietary rights, consents and permits in the Products and to sell and promote Products in the territory in which they are sold via the Application;
(iv) your Products conform to applicable quality and safety standards;
(v) you to sell food grown, harvested and minimally processed direct from your boat, farm, garden or ranch;
(vi) you shall be solely responsible for any Products placed or distributed through the Application and breach of any third party contracts;
(vii) placement and sale of your Products through the Application will not be in breach of any Applicable Laws or third party rights;
(viii) you will not engage in any unfair trade practices, and/or publish any inaccurate or misleading advertisement or information about Products on or via the Application,
(ix) you will neither sell nor deliver to a customer any open, spoilt or used items, and the Products will always be fresh and in accordance with the guidelines set forth in Clause 11.2; and
(x) you understand your consumer protection obligations as a supplier and indemnify FreshOnTable against any losses or costs incurred by it in respect of your obligations under any Applicable Laws.

10.2 We reserve the right to suspend sellers in our sole judgment, with or without notice, who do not comply with FreshOnTable quality standards and practices. If anyone suspects a seller is not following our best practices, we encourage any User to contact us. FreshOnTable also reserves the right to suspend non-compliant items.

  1. ACCEPTABLE ITEMS

FreshOnTable encourages Users to sell food grown, harvested and minimally processed food items direct from your boat, farm, garden or ranch. At this time, sellers are only allowed to sell agriculture produce as deemed by local regulations.

  1. RETURNS.

12.1 There maybe times where a seller may occasionally need to provide a refund to their customers. Please email us in the event you need to facilitate a refund. Certain instances where sellers would be responsible for providing a partial or full refund are:

the buyer is unhappy with the quality of the product; or
the Product wasn’t fresh, was damaged in some way, was not delivered on time, and / or wasn’t represented accurately in the seller’s item posting; or
the seller didn’t fulfill the order as promised. For example, the quantity or weight of the product was less than promised or some/all of the order was inaccurately fulfilled; or
there was a problem with the pickup or delivery of product that caused the buyer to be unhappy with the service they received.
12.2 In circumstances such as the above you as a seller may have to undertake the return and refund for the Product, at your sole cost. On the return of the Product to the seller, a full refund will be made by the seller to the relevant customer. You will reimburse us for all costs and expenses we incur in connection with the storage, and return or disposal of any Products, if any. We, if we so elect, may dispose of any Products (and you will be deemed to have consented to our action) immediately if we determine in our sole discretion that such Products create a safety, health, or liability risk to us, our personnel, or any third party. To the extent that we elect to dispose of any such Products, title to each such disposed Product(s) will transfer to us at no cost, as necessary for us to dispose of the Product(s), and we will retain all proceeds, if any, received from the disposal.

12.3 Except for any of your Products fulfilled according to Other Service Terms, you will promptly accept and process cancellations, returns, refunds, and adjustments in accordance with the return and refund policies published on the Application and applicable to Products and our Services offered via the Application, using functionality we enable for your Account. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. You will route any payments to customers in connection with any sale of your Product(s) through FreshOnTable via the Application. We will make any payments to customers in the manner we determine, and you will reimburse us for any amounts we pay (or we may deduct such amounts through your Account).

  1. DELIVERY ERRORS AND NON-CONFORMITIES.

You are solely responsible for any non-performance, non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfilment of your Products, except to the extent caused by: (a) credit card transaction failure (and where we are responsible for such failure); or (b) our failure to make available to you (with respect to any of your Products ordered through the Application), the order information and shipping information as it was received by us or resulting from address verification. You are responsible for any nonconformity or quality defect in, or any public or private recall of, any of your Products or other products provided in connection with your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of your Products or other products provided in connection with your Products.

  1. INTELLECTUAL PROPERTY.

We have the right to and you license FreshOnTable to use, copy, distribute, modify and disclose to third parties any content, trademarks, materials or product images that you upload on the Application (and you warrant that it is entitled to grant that license). This license you grant to us is royalty-free, nonexclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of your User Data, and to sublicense these rights to the affiliates of FreshOnTable; provided, however, that we will not alter any of your trademarks from the form provided by you (except to resize trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so using standard functionality made available to you via the Application or our Services). Nothing in these Terms of Use will prevent or impair our right to use your User Data without your consent to the extent that such use is allowable without a license from you or your affiliates under Applicable Law. We do not grant any license to you except solely as is strictly necessary for you to use our Services that we agree to provide to you.

  1. MODIFICATION OF TERMS OF USE.

You understand and agree that these Terms of Use and the Services can be modified by FreshOnTable at its sole discretion, at any time without prior notice, and shall be immediately effective. Any changes will be effective upon the earlier of: posting of the revisions on the Application and/or notification to you (including by email, or through your Account), without any further notice to you. You agree to review the Terms of Use periodically so that you are aware of any such modifications and we shall not be liable for any loss suffered by you on your failure to review such modified Terms of Use. Your continued use of the Application (which may be illustrated through your accessing of your Account) and our Services following our posting of any changes, notification and/or ‘click through’ acceptance will constitute your acceptance of such changes. If you do not agree to any change to these Application Terms, you must not continue to use the Application or our Services. The seller agrees that no terms of business that it produces or sends to us shall have any legal force or effect. Unless expressly stated otherwise, any new features, new services, enhancements or modifications to the Application implemented after your initial access of the Application or use of the Services shall be subject to these Terms of Use.

  1. SUSPENSION OF SERVICES.

16.1 We may at our sole discretion and without assigning any reason whatsoever at any time deactivate or/and suspend your Account and/or access to the Application and/or the Services (as the case may be) without giving any prior notice, to carry out system maintenance or/and upgrading or/and testing or/and repairs or/and other related work. Without prejudice to any other provisions of these Terms of Use, we shall not be liable to indemnify you for any loss or/and damage or/and costs or/and expense that you may suffer or incur, and no fees or/and charges payable by you to the Application shall be deducted or refunded or rebated, as a result of such deactivation or/and suspension.

16.2 We may suspend performance of our Services or access to an Account without liability where we have identified an actual or potential personal, financial or legal risk to the customer (which may include the following circumstances:

(i) if you breach these Terms of Use or any of our policies;
(ii) if you fail to reasonably cooperate with an investigation by us;
(iii) where we reasonably believe that your continued provision of any of our Services would expose you or us or our respective affiliates or customers to a material security risk or a regulatory action; or
(iv) your performance does not meet our reasonable projections).

  1. TERM AND TERMINATION.

17.1 These Terms of Use, with modifications as contemplated, shall remain in full force and effect during your use or access of the Application or till the date your Account is terminated whichever is later.

17.2 We may terminate your access to all or any part of the Application, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. If you wish to terminate your Account, you may do so by following the instructions on the Application. Any fees paid hereunder are non-refundable. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

17.3 Notwithstanding anything contained in the Terms of Use, Clauses 8, 11, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 25, 26, 27, 28, 29 and 32 shall survive any termination or expiration of these Terms of Use.

  1. OWNERSHIP.

Except for the User Data submitted by you, any material, content or logos, marks, software on or part of the Application and our Services and all aspects thereof, including all copyrights and other IPR therein, is owned by FreshOnTable or its licensors. You acknowledge that the Application, Platform and our Services and any underlying technology or software on the Application or used in connection with rendering the Services are proprietary information owned or duly licensed to FreshOnTable, except where it is indicated otherwise. You are prohibited to modify, reproduce, distribute, create derivative works of, publicly display or in any way exploit, any of the content, software, marks, logos, and/or materials available on the Services in whole or in part except as expressly allowed under the Terms of Use. You have no other express or implied rights to use, in any manner whatsoever, the content, software, marks, logos, and/or materials available on the Application.

  1. NO LIABILITY FOR THIRD PARTY.

If you enter into correspondence or engage in commercial transactions with third parties in connection with your use of the Application, such activity would be solely between you and the third party. We shall have no liability, obligation or responsibility for any such activity.

  1. DISCLAIMER.

20.1 The application and our services are provided on an “as is” basis. freshontable and its licensors and affiliates make no representations or warranties of any kind, express, statutory or implied as to the operation of the application, provision of services or the information, content, materials, or products included in the services or in association with the services. To the fullest extent permissible by applicable law, freshontable and its licensors and affiliates disclaim all warranties, express, statutory, or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non–infringement. FreshOnTable and its licensors and affiliates further do not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within the services. FreshOnTable is not responsible for the conduct, of any user of the application. FreshOnTable does not warrant or covenant that our services, application will be available at any time or from any particular location, will be secure or error–free, that defects will be corrected, or that the services and access to the application is free of viruses or other potentially harmful components. Any material or content downloaded or otherwise obtained through the use of our services or the application is accessed at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. no advice or information, whether oral or written, obtained by any user from the application, the application or through or from the services shall create any warranty not expressly stated herein.

20.2 Neither shall FreshOnTable be responsible for the delay or inability to use the application or related services, the provision of or failure to provide services, or for any information, software, products, services and related graphics obtained through the application, or otherwise arising out of the use of the application, whether based on contract, tort, negligence, strict liability or otherwise. Further, FreshOnTable shall not be held responsible for non–availability of the application during periodic maintenance operations or any unplanned suspension of access to the application that may occur due to technical reasons or for any reason beyond the application’s control. The user understands and agrees that any material and/or data downloaded or otherwise obtained through the application is done entirely at their own discretion and risk and they will be solely responsible for any damage to their computer systems or loss of data that results from the download of such material and/or data.

20.3 These limitations, disclaimer of warranties and exclusions apply without regard to whether the damages arise from

(a) breach of contract,
(b) breach of warranty,
(c) negligence, or
(d) any other cause of action, to the extent such exclusion and limitations are not prohibited by applicable law.

  1. LIMITATION ON LIABILITY.

We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line- noise” interference). Without limiting the foregoing, FreshOnTable and its affiliates and suppliers will not be liable under any law, for any indirect, incidental, punitive, and consequential damages, including, but not limited to loss of profits, business interruption, and/or loss of information or data. Notwithstanding anything to the contrary contained herein, FreshOnTable’s maximum aggregate liability to you for any causes whatsoever, and regardless of the form of action, will at all times be limited to the amount paid, if any, by you to FreshOnTable for the Services in the three (3) months immediately prior to the action giving rise to liability.

  1. RELEASE AND INDEMNITY.

22.1 You release FreshOnTable and agree to indemnify, defend, and hold harmless FreshOnTable, its affiliates, and its respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim“) arising from or related to:

(a) your actual or alleged breach of any of your obligations in these Terms of Use;
(b) any of your other means through which you or any of your affiliates offers products or services, other than the Application,
(b) your Products (including their offer, sale, performance, and fulfilment),
(c) your Materials,
(d) any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death, or property damage related thereto;
(e) any third party warranting, administering or otherwise involved in the offer, sale, performance, or fulfilment of your Products, including any of your employees, representatives, agents, contractors, or subcontractors (including any act or omission by any of them or any Claim brought or directed by any of them); or
(f) taxes imposed on or payable by you or for the sale and/or supply of Products. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defence. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld. We reserve the right to enforce our rights under this provision by withholding amounts otherwise due to you under these Terms of Use.

22.2 You further agree to indemnify and hold FreshOnTable, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of

(i) your access to the Application,
(ii) your use of the Services,
(iii) the violation of these Terms of Use by you.

  1. CONFIDENTIALITY.

During the course of your use of our Services, you may receive information relating to us or to our Services and/or Application, that is not known to the general public (“Confidential Information“). You agree that:

(a) all Confidential Information will remain FreshOnTable’s exclusive property;
(b) you will use Confidential Information only as is reasonably necessary for your participation in our Services;
(c) you will not otherwise disclose Confidential Information to any other person or third party; and
(d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in these Terms of Use. You may not issue any press release or make any public statement related to our Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

  1. DISCLOSURE OF INFORMATION.

FreshOnTable reserves the right to report any activity that either it suspects violates any Applicable Law to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect FreshOnTable and its customers, or to ensure the integrity and operation of FreshOnTable’s business and systems, FreshOnTable may access and disclose any information it considers necessary or appropriate, including but not limited to your Account details, contact details, IP address and traffic information, usage history, and posted content. Both FreshOnTable and you each shall protect customer data as per their respective policies and the Applicable Laws.

  1. USE OF TRANSACTION INFORMATION.

You will not, and will cause your affiliates not to, directly or indirectly:

(a) disclose any Transaction Information (except that you may disclose that information solely as necessary for you to perform your obligations under these Terms of Use if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information);
(b) use any Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or Applicable Law ;
(c) contact a Person that has ordered your Product with the intent to collect any amounts in connection therewith or to influence that Person to make an alternative transaction;
(d) disparage us, our affiliates, or any of their or our respective products or services or any customer; or
(e) target communications of any kind on the basis of the intended recipient being a user of the Application. In addition, you may only use tools and methods that we designate to communicate with users of our Application regarding transactions that you carry out on it, including for the purpose of scheduling, communicating, or cancelling the fulfilment of Products.

  1. PRIVACY.

Use of the Application and/or the Services is also governed by the FreshOnTable’s Privacy Policy. We only use your information as described in the Privacy Policy. We view protection of users’ privacy as a very important community principle. If you object to the Privacy Policy in any way, please do not use the Application.

  1. LINKS TO THIRD PARTY SITES.

27.1 The Application may contain links to other websites, applications (“Linked Sites“). The Linked Sites are not under the control of us and we are not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. These Linked Sites shall be governed by their own policies. FreshOnTable is not responsible for any form of transmission, whatsoever, received by the User from any Linked Site.

27.2 FreshOnTable is not responsible for any errors, omissions or representations on any Linked Site. The Application does not endorse any advertiser on any Linked Site in any manner. The Users are requested to verify the accuracy of all information on their own before undertaking any reliance on such information.

  1. ARBITRATION.

28.1 Any dispute, claim or controversy arising out of or in connection with these Terms of Use (including a dispute, claim or controversy relating to any non-contractual obligations arising out of or in connection with these Terms of Use) shall be referred to the parties’ respective officers for resolution. If any dispute remains unresolved twenty-one (21) days after being referred to the parties’ officers, it shall be finally settled arbitration under the United States of America, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be the United States of America. The language to be used in the arbitration shall be English.

28.2 Notwithstanding the above, disputes regarding matters that FreshOnTable has the sole discretion to decide upon as per the provision of these Terms of Use, including but not limited to termination of an Account, suspension of items etc. cannot be referred to arbitration for resolution.

28.3 Notwithstanding the foregoing, FreshOnTable may seek injunctive relief in any court of competent jurisdiction in respect of any matter concerning the infringement of its Intellectual Property Rights or the use of its Application to infringe any third party’s Intellectual Property Rights.

  1. INDEPENDENT PARTIES.

You and FreshOnTable are independent contractors, and nothing in these Terms of Use will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. These Terms of Use will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from these Terms of Use is intended or will be construed to give to any Person other than the parties to these Terms of Use any legal or equitable right, remedy, or claim under or in respect to these Terms of Use. These Terms of Use and all of the representations, warranties, covenants, conditions, and provisions in these Terms of Use are intended to be and are for the sole and exclusive benefit of FreshOnTable, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third-party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this clause.

  1. COMPLIANCE.

30.1 You represent and warrant that the country of origin of the Products is not a country subject to US or other applicable government authority sanctions prohibiting a US Person or other individual, corporation, organization or entity from importing such Products at the time of import into the destination country or at the time you list the Products on the Application or sell to the customer. You represent and warrant that all Products that you sell on the Application are not controlled under the US Export Administration Regulations (EAR), EU Dual-Use Regulations, US International Traffic in Arms Regulations (ITAR), or any other applicable government export laws and regulations.

30.1 You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.

Notwithstanding anything to the contrary herein, nothing in the Terms of Use shall, or shall be interpreted or construed to, induce or require either party hereto to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any U.S. laws, regulations, rules, or requirements that apply to any party to these Terms of Use.

  1. CONTROLLER.

In accordance with the European Union General Data Protection Regulations, the name and contact details of the controller are as under:

Name of Controller – Tom Farquhar
Email: tom.farquhar@freshontable.com

In the event you have any complaints about the Application, its contents or anything related thereto or if you wish to make a complaint regarding any violation of the provisions of the Privacy Policy, you may send us a written complaint.

  1. MISCELLANEOUS.

32.1 Governing Law and Dispute Resolution – These Terms of Use shall be governed by and constructed in accordance with the laws of the United States of America only without reference to conflict of laws principles and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of the courts of the United States of America.

32.2 Assignability – FreshOnTable may assign any of its responsibilities/obligations to any other person without notice to the User, at its sole discretion. However, you shall not assign, sub-license or otherwise transfer any of your rights under these Terms of Use to any other party, unless a written consent is taken from FreshOnTable.

32.3 Severability– If any provision of these Terms of Use is found to be invalid, the invalidity of that provision will not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect.

32.4 Waiver– Failure by FreshOnTable to exercise any right or remedy under these Terms of Use does not constitute a waiver of that right or remedy.

32.5 Force Majeure– FreshOnTable is not liable for failure to perform any of its obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labor dispute, strike, lockout or any interruption or any failure of electricity or server, system, computer, internet or telephone service.

32.6 Interpretation– In these Terms of Use, unless the context otherwise requires references to recitals, clauses and sub-clauses are to recitals, clauses and sub-clauses of this Terms of Use; headings are inserted for ease of reference only and are not to be used to define, interpret or limit any of the provisions of this Terms of Use; references to the singular number shall include references to the plural number and vice versa; words denoting one gender include all genders; any reference in this Terms of Use to a statutory provision includes that provision and any regulation made in pursuance thereof, as from time to time modified or re-enacted, whether before or after the date of these Terms of Use; and any reference to a time limit in these Terms of Use means the time limit set out in the relevant clause or Sub-clause or such other time limit which may be mutually agreed by the parties in writing.

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