Terms of Service

Welcome, and thank you for your interest in Equitable Food Initiative (“EFI,” “we,” or “us”),
the website at www.ethicalcharterprogram.org along with our related websites, the Ethical
Charter Implementation Program Learn, Assess & Benchmark platform (ECIP LAB) ,and
other services provided by us (collectively, the “Service”). These Terms (defined below) are
a legally binding contract between you and EFI regarding your use of the Service. The term
“you” used throughout these Terms (defined below) means collectively, the individuals
(“Users”) using the Service and the entity accepting these terms (“User”).
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICE,
YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO
YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING
TERMS AND CONDITIONS, INCLUDING THE ECIP PRIVACY POLICY
[ethicalcharterprogram.org/privacy] (TOGETHER, THESE “TERMS”). If you are not eligible,
or do not agree to the Terms, then you do not have our permission to use the Service. YOUR
USE OF THE SERVICE, AND EFI’S PROVISION OF THE SERVICE TO YOU,
CONSTITUTES AN AGREEMENT BY EFI AND BY YOU TO BE BOUND BY THESE
TERMS.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 15.4
(Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will
be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU
AND EFI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE
IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. EFI Service Overview. The Service is a self-assessment and capacity-building tool to
help assess labor practices and support achieving and maintaining alignment with the
Ethical Charter for Responsible Labor Practices.
2. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these
Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you
have not previously been suspended or removed from the Service; and (c) your
registration and your use of the Service is in compliance with any and all applicable laws
and regulations. If you are an entity, organization, or company, the individual accepting
these Terms on your behalf represents and warrants that they have authority to bind you
to these Terms and you agree to be bound by these Terms.
3. Accounts and Registration.
3.1 Invitation to the Service. You will be invited to use the Service by EFI or another
user. In your invitation, you will receive a URL to access the Service. You may not
use the Service unless you have received an invitation to the Service.
3.2 Account Registration. When you first access the Service, you will be asked to
create an account. When you register for an account, you may be required to provide
us with some information about yourself, such as your name, email address, or other
contact information. You agree that the information you provide to us is accurate,
complete, and not misleading, and that you will keep it accurate and up to date at all
times. When you register, you will also be asked to create a password. You are solely
responsible for maintaining the confidentiality of your account and password, and you
accept responsibility for all activities that occur under your account. If you believe that
your account is no longer secure, then you should immediately notify us at
support@ethicalcharterprogram.org.
4. General Payment Terms. Certain features of the Service may require User to pay fees.
Before User pays any fees, User will have an opportunity to review and accept the fees
that will be charged. Unless otherwise specifically provided for in these Terms, all fees
are in U.S. Dollars and are non-refundable, except as required by law.
4.1 Price. EFI reserves the right to determine pricing for the Service. EFI will make
reasonable efforts to keep pricing information published on the Service up to date.
We encourage User to check our pricing page (available at:
www.ethicalcharterprogram.org/fees) periodically for current pricing information. EFI
may change the fees for any feature of the Service, including additional fees or
charges, if EFI gives User advance notice of changes before they apply. EFI, at its
sole discretion, may make promotional offers with different features and different
pricing to any of EFI’s customers. These promotional offers, unless made to User,
will not apply to User’s offer or these Terms.
4.2 Payment Processing. We may contract with a third party to process any payments
submitted for or through our Service (“Payment Processor”). By making any purchase
through the Service, User authorizes us to share any of User’s information with the
Payment Processor in order to process User’s payment.
4.3 Authorization. User authorizes EFI and the Payment Processor to charge all sums
for the orders that User makes and any level of Service User selects as described in
these Terms or published by EFI, including all applicable taxes, to the payment
method specified in User’s account. If User pays any fees with a credit card, then EFI
or the Payment Processor may seek pre-authorization of User’s credit card account
prior to purchase to verify that the credit card is valid and has the necessary funds or
credit available to cover the purchase. In the event that User or the issuer of User’s
card refuses to authorize payment to EFI or the Payment Processor, EFI will not be
liable for any resultant delays in providing the Service.
4.4 Subscription Service. The Service may include certain subscription-based plans
with automatically recurring payments for periodic charges (“Subscription Service”).
The “Subscription Billing Date” is the date when User purchases the first
subscription to the Service. The Subscription Service will begin on the Subscription
Billing Date and continue for the subscription period that User selects on User’s
account (such period, the “Initial Subscription Period”), and will automatically
renew for successive periods of the same duration as the Initial Subscription Period
(the Initial Subscription Period and each such renewal period, each a “Subscription
Period”) unless User cancels the Subscription Service or we terminate it. If User
activates a Subscription Service, then User authorizes EFI or the Payment Processor
to periodically charge, on a going-forward basis and until cancellation of the
Subscription Service, all accrued sums on or before the payment due date. For
information on the “Subscription Fee”, please see:
www.ethicalcharterprogram.org/fees). User’s account will be charged automatically
on the Subscription Billing Date and thereafter on the renewal date of User’s
Subscription Service for all applicable fees and taxes for the next Subscription Period.
User must cancel User’s Subscription Service before it renews in order to avoid billing
of the next periodic Subscription Fee to User’s account. EFI or the Payment
Processor will bill the periodic Subscription Fee to the payment method associated
with User’s account or that User otherwise provides to us. User may cancel the
Subscription Service by contacting us at support@ethicalcharterprogram.org.
USER’S cancellation must be received before the renewal date in order to avoid
charge for the next subscription period. UPON CANCELLATION OF A
SUBSCRIPTION SERVICE BY USER (AND NOT AS A RESULT OF YOUR
VIOLATION OF THESE TERMS), YOU WILL CONTINUE TO HAVE USE OF AND
ACCESS TO THE SERVICE UNDER ACCOUNT FOR THE REMAINDER OF THE
PAID TERM OF THAT SUBSCRIPTION PERIOD (SUBJECT TO YOUR ONGOING
COMPLIANCE WITH THESE TERMS). WE WILL NOT PROVIDE ANY REFUNDS
OF PREPAID OR UNUSED SUBSCRIPTION FEES. EFI WILL USE
COMMERCIALLY REASONABLE EFFORTS TO RETAIN YOUR DATA FOR A
PERIOD OF AT LEAST ONE MONTH AFTER THAT CANCELLATION BUT HAS NO
OBLIGATION TO RETAIN THE DATA BEYOND THAT PERIOD.
4.5 Delinquent Accounts. EFI may suspend or terminate access to the Service,
including fee-based portions of the Service, for any account for which any amount is
due but unpaid. In addition to the amount due for the Service, a delinquent account
will be charged with fees or charges that are incidental to any chargeback or
collection of any the unpaid amount, including collection fees. If User’s payment
method is no longer valid at the time a renewal Subscription Fee is due, then EFI
reserves the right to delete your account and any information or User Content
(defined below) associated with the accounts without any liability to you.
5. Licenses
5.1 Limited License. Subject to your complete and ongoing compliance with these
Terms, EFI grants you, solely for your personal, non-commercial use, a limited, nonexclusive,
non-transferable, non-sublicensable, revocable license to access and use
the Service.
5.2 License Restrictions. Except and solely to the extent such a restriction is
impermissible under applicable law, you may not: (a) reproduce, distribute, publicly
display, publicly perform, or create derivative works of the Service; (b) make
modifications to the Service; or (c) interfere with or circumvent any feature of the
Service, including any security or access control mechanism. If you are prohibited
under applicable law from using the Service, then you may not use it.
5.3 Feedback. We respect and appreciate the thoughts and comments from our users.
If you choose to provide input and suggestions regarding existing functionalities,
problems with or proposed modifications or improvements to the Service
(“Feedback”), then you hereby grant EFI an unrestricted, perpetual, irrevocable, nonexclusive,
fully-paid, royalty-free right and license to exploit the Feedback in any
manner and for any purpose, including to improve the Service and create other
products and services. We will have no obligation to provide you with attribution for
any Feedback you provide to us.
6. Ownership; Proprietary Rights. The Service is owned and operated by EFI. The visual
interfaces, graphics, design, compilation, information, data, computer code (including
source code or object code), products, software, services, and all other elements of the
Service provided by EFI (“Materials”) are protected by intellectual property and other
laws. All Materials included in the Service are the property of EFI or its third-party
licensors. Except as expressly authorized by EFI, you may not make use of the Materials.
There are no implied licenses in these Terms and EFI reserves all rights to the Materials
not granted expressly in these Terms.
7. Third-Party Terms
7.1 Third-Party Linked Websites. The Service may also contain links to third-party
websites. Linked websites are not under EFI’s control, and EFI is not responsible for
their content. Please be sure to review the terms of use and privacy policy of any
third-party services before you share any User Content (defined below) or information
with such third-party services. Once sharing occurs, EFI will have no control over the
information that has been shared.
7.2 Third-Party Software. The Service may include or incorporate third-party software
components that are generally available free of charge under licenses granting
recipients broad rights to copy, modify, and distribute those components (“Third-Party
Components”). Although the Service is provided to you subject to these Terms,
nothing in these Terms prevents, restricts, or is intended to prevent or restrict you
from obtaining Third-Party Components under the applicable third-party licenses or
to limit your use of Third-Party Components under those third-party licenses.
8. User Content
8.1 User Content Generally. Certain features of the Service may permit Users to
transmit content to the Service, including responses to a self-benchmarking series of
statements, and other content (collectively, “User Content”). Users own the User
Content that Users transmit to the Service.
8.2 Limited License Grant to EFI. By transmitting User Content to or via the Service or
responding to assessment and benchmarking statements regarding Users’
experience with the Service, Users grant EFI a non-exclusive, perpetual, irrevocable,
transferable, sublicensable (through various tiers), royalty-free and worldwide right
and license, to the fullest extent permitted by law, to use, host, store, reproduce,
create derivative works of, transfer, display, perform, modify, and distribute User
Content to provide the Service and as further described in our Privacy Policy.
8.3 User Content Representations and Warranties. EFI disclaims any and all liability
in connection with User Content. Users are solely responsible for their User Content
and the consequences of providing User Content via the Service. By providing User
Content via the Service, Users affirm, represent, and warrant that:
8.3.1. Users have the necessary licenses, rights, consents, and permissions to
authorize EFI to use and distribute their User Content as necessary to exercise
the licenses granted in this Section, in the manner contemplated by EFI, the
Service, and these Terms; and
8.3.2. Users’ User Content, and the use of such User Content as contemplated by
these Terms, does not and will not: (i) infringe, violate, or misappropriate any
third party right, including any copyright, trademark, patent, trade secret, moral
right, privacy right, right of publicity, or any other intellectual property or
proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity
or other property rights of any other person; or (iii) cause EFI to violate any law
or regulation; and
8.3.3. Users’ User Content could not be deemed by a reasonable person to be
objectionable, profane, indecent, pornographic, harassing, threatening,
embarrassing, hateful, or otherwise inappropriate.
8.4 User Content Disclaimer. We are under no obligation to edit or control User Content
transmitted to the Service, and will not be in any way responsible or liable for User
Content. Users agree to waive, and do waive, any legal or equitable right or remedy
they have or may have against EFI with respect to User Content.
9. Communications. We may send you emails concerning our products and services, as
well as those of third parties. You may opt out of promotional emails by following the
unsubscribe instructions in the promotional email itself.
10. Prohibited Conduct. BY USING THE SERVICE, USERS AGREE NOT TO:
10.1 use the Service for any illegal purpose or in violation of any local, state, national, or
international law;
10.2 harass, threaten, demean, embarrass, bully, or otherwise harm any other user of
the Service;
10.3 violate, encourage others to violate, or provide instructions on how to violate, any
right of a third party, including by infringing or misappropriating any third-party
intellectual property right;
10.4 access, search, or otherwise use any portion of the Service through the use of any
engine, software, tool, agent, device, or mechanism (including spiders, robots,
crawlers, and data mining tools) other than the software or search agents provided
by EFI;
10.5 interfere with security-related features of the Service, including by: (i) disabling or
circumventing features that prevent or limit use, printing or copying of any content;
or (ii) reverse engineering or otherwise attempting to discover the source code of
any portion of the Service except to the extent that the activity is expressly permitted
by applicable law;
10.6 interfere with the operation of the Service or any user’s enjoyment of the Service,
including by: (i) uploading or otherwise disseminating any virus, adware, spyware,
worm, or other malicious code; (ii) making any unsolicited offer or advertisement to
another user of the Service; (iii) collecting personal information about another user
or third party without consent; or (iv) interfering with or disrupting any network,
equipment, or server connected to or used to provide the Service;
10.7 perform any fraudulent activity including impersonating any person or entity,
claiming a false affiliation or identity, accessing any other Service account without
permission, or falsifying their age or date of birth;
10.8 sell or otherwise transfer the access granted under these Terms or any Materials
(as defined in Section 6 (Ownership; Proprietary Rights)) or any right or ability to
view, access, or use any Materials; or
10.9 attempt to do any of the acts described in this Section 10 (Prohibited Conduct) or
assist or permit any person in engaging in any of the acts described in this
Section 10 (Prohibited Conduct).
11. Modification of Terms. We may, from time to time, change these Terms. Please check
these Terms periodically for changes. Revisions will be effective immediately except that,
for existing users, material revisions will be effective 30 days after posting or notice to
you of the revisions unless otherwise stated. We may require that you accept modified
Terms in order to continue to use the Service. If you do not agree to the modified Terms,
then you should discontinue your use of the Service. Except as expressly permitted in
this Section 11 (Modification of Terms), these Terms may be amended only by a written
agreement signed by authorized representatives of the parties to these Terms.
12. Term, Termination, and Modification of the Service
12.1 Term. These Terms are effective beginning when you accept the Terms or first
access or use the Service, and ending when terminated as described in
Section 12.2 (Termination).
12.2 Termination. If you violate any provision of these Terms, then your authorization to
access the Service and these Terms automatically terminate. In addition, EFI may,
at its sole discretion, terminate these Terms or your account on the Service, or
suspend or terminate your access to the Service, at any time for any reason or no
reason, with or without notice, and without any liability to you arising from such
termination. You may terminate your account and these Terms at any time by
contacting customer service at support@ethicalcharterprogram.org.
12.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will
terminate and you must immediately cease all use of the Service; (b) you will no
longer be authorized to access your account or the Service; and (c) User must pay
EFI any unpaid amount that was due prior to termination; and (d) all payment
obligations accrued prior to termination and Sections 5.3 (Feedback), 6
(Ownership; Proprietary Rights), 8 (User Content), 12.3 (Effect of Termination), 13
(Indemnity), 14 (Disclaimers; No Warranties by EFI), 15 (Limitation of Liability), 15.4
(Dispute Resolution and Arbitration), and 0 (Miscellaneous) will survive. Users are
solely responsible for retaining copies of any User Content Users post to the
Service since upon termination of their account, Users may lose access rights to
any User Content Posted to the Service. If your account has been terminated for a
breach of these Terms, then you are prohibited from creating a new account on the
Service using a different name, email address or other forms of account verification.
12.4 Modification of the Service. EFI reserves the right to modify or discontinue all or
any portion of the Service at any time (including by limiting or discontinuing certain
features of the Service), temporarily or permanently, without notice to you. EFI will
have no liability for any change to the Service, including any paid-for functionalities
of the Service, or any suspension or termination of your access to or use of the
Service. Users should retain copies of any User Content they Post to the Service
so that they have permanent copies in the event the Service is modified in such a
way that Users lose access to User Content they Posted to the Service.
13. Indemnity. To the fullest extent permitted by law, User is responsible for your use of the
Service, and User will defend and indemnify EFI, its affiliates and their respective
shareholders, directors, managers, members, officers, employees, consultants, and
agents (together, the “EFI Entities”) from and against every claim brought by a third
party, and any related liability, damage, loss, and expense, including attorneys’ fees and
costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the
Service; (2) your violation of any portion of these Terms, any representation, warranty, or
agreement referenced in these Terms, or any applicable law or regulation; (3) your
violation of any third-party right, including any intellectual property right or publicity,
confidentiality, other property, or privacy right; or (4) any dispute or issue between you
and any third party. We reserve the right, at our own expense, to assume the exclusive
defense and control of any matter otherwise subject to indemnification by User (without
limiting User’s indemnification obligations with respect to that matter), and in that case,
User agrees to cooperate with our defense of those claims.
14. Disclaimers; No Warranties by EFI
14.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH
THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. EFI
DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT
AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY
WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. EFI
DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE
SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE
SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS,
VIRUSES, OR OTHER HARMFUL COMPONENTS, AND EFI DOES NOT
WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
14.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY
YOU FROM THE SERVICE OR EFI ENTITIES OR ANY MATERIALS OR
CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY
WARRANTY REGARDING ANY OF THE EFI ENTITIES OR THE SERVICE THAT
IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE
FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR
DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE
THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION
AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO
YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE
DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA,
INCLUDING USER CONTENT.
14.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 14
(Disclaimers; No Warranties by EFI) APPLY TO THE FULLEST EXTENT
PERMITTED BY LAW. EFI does not disclaim any warranty or other right that EFI is
prohibited from disclaiming under applicable law.
15. Limitation of Liability
15.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE EFI
ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR
LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING
OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR
INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR
CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT,
TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL
THEORY, AND WHETHER OR NOT ANY EFI ENTITY HAS BEEN INFORMED OF
THE POSSIBILITY OF DAMAGE.
15.2 EXCEPT AS PROVIDED IN SECTIONS 15.9 (Commencing Arbitration) AND 15.11
(ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW,
THE AGGREGATE LIABILITY OF THE EFI ENTITIES TO YOU FOR ALL CLAIMS
ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE
ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS,
WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE
GREATER OF: (A) THE AMOUNT USER HAS PAID TO EFI FOR ACCESS TO
AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR
CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (B) US$100.
15.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF
LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS
INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES
UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF
THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE
PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER
PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15
(LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS
OF ITS ESSENTIAL PURPOSE.
15.4 Dispute Resolution and Arbitration
15.5 Generally. Except as described in Section 15.6 (Exceptions) and 15.7 (Opt-Out),
you and EFI agree that every dispute arising in connection with these Terms, the
Service, or communications from us will be resolved through binding arbitration.
Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a
court proceeding, may allow for more limited discovery than in court, and is subject
to very limited review by courts. This agreement to arbitrate disputes includes all
claims whether based in contract, tort, statute, fraud, misrepresentation, or any other
legal theory, and regardless of whether a claim arises during or after the termination
of these Terms. Any dispute relating to the interpretation, applicability, or
enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU
AND EFI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO
PARTICIPATE IN A CLASS ACTION.
15.6 Exceptions. Although we are agreeing to arbitrate most disputes between us,
nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right
of either party to: (a) bring an individual action in small claims court; (b) pursue an
enforcement action through the applicable federal, state, or local agency if that
action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or
(d) to file suit in a court of law to address an intellectual property infringement claim.
15.7 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt
out of the provisions of this Section 15.4 (Dispute Resolution and Arbitration) within
30 days after the date that you agree to these Terms by sending a letter to Equitable
Food Initiative, Attention: Legal Department – Arbitration Opt-Out, 200
Massachusetts Ave NW, Suite 700 Washington, DC 20001 that specifies: your full
legal name, the email address associated with your account on the Service, and a
statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once EFI
receives your Opt-Out Notice, this Section 15.4 (Dispute Resolution and Arbitration)
will be void and any action arising out of these Terms will be resolved as set forth in
Section 16.2 (Governing Law). The remaining provisions of these Terms will not be
affected by your Opt-Out Notice.
15.8 Arbitrator. This arbitration agreement, and any arbitration between us, is subject
the Federal Arbitration Act and will be administered by the American Arbitration
Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”)
as modified by these Terms. The AAA Rules and filing forms are available online at
www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting EFI.
15.9 Commencing Arbitration. Before initiating arbitration, a party must first send a
written notice of the dispute to the other party by certified U.S. Mail or by Federal
Express (signature required) or, only if that other party has not provided a current
physical address, then by electronic mail (“Notice of Arbitration”). EFI’s address
for Notice is: Equitable Food Initiative, 200 Massachusetts Ave NW, Suite 700
Washington, DC 20001. The Notice of Arbitration must: (a) identify the name or
account number of the party making the claim; (b) describe the nature and basis of
the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The
parties will make good faith efforts to resolve the claim directly, but if the parties do
not reach an agreement to do so within 30 days after the Notice of Arbitration is
received, you or EFI may commence an arbitration proceeding. If you commence
arbitration in accordance with these Terms, EFI will reimburse you for your payment
of the filing fee, unless your claim is for more than US$10,000 or if EFI has received
25 or more similar demands for arbitration, in which case the payment of any fees
will be decided by the AAA Rules. If the arbitrator finds that either the substance of
the claim or the relief sought in the Demand is frivolous or brought for an improper
purpose (as measured by the standards set forth in Federal Rule of Civil Procedure
11(b)), then the payment of all fees will be governed by the AAA Rules and the other
party may seek reimbursement for any fees paid to AAA.
15.10 Arbitration Proceedings. Any arbitration hearing will take place in the county
and state of your residence unless we agree otherwise or, if the claim is for
US$10,000 or less (and does not seek injunctive relief), you may choose whether
the arbitration will be conducted: (a) solely on the basis of documents submitted to
the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person
hearing as established by the AAA Rules in the county (or parish) of your residence.
During the arbitration, the amount of any settlement offer made by you or EFI must
not be disclosed to the arbitrator until after the arbitrator makes a final decision and
award, if any. Regardless of the manner in which the arbitration is conducted, the
arbitrator must issue a reasoned written decision sufficient to explain the essential
findings and conclusions on which the decision and award, if any, are based.
15.11 Arbitration Relief. Except as provided in Section 15.12 (No Class Actions),
the arbitrator can award any relief that would be available if the claims had been
brought in a court of competent jurisdiction. If the arbitrator awards you an amount
higher than the last written settlement amount offered by EFI before an arbitrator
was selected, EFI will pay to you the higher of: (a) the amount awarded by the
arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all
parties, except (1) for judicial review expressly permitted by law or (2) if the
arbitrator’s award includes an award of injunctive relief against a party, in which case
that party shall have the right to seek judicial review of the injunctive relief in a court
of competent jurisdiction that shall not be bound by the arbitrator’s application or
conclusions of law. Judgment on the award may be entered in any court having
jurisdiction.
15.12 No Class Actions. YOU AND EFI AGREE THAT EACH MAY BRING CLAIMS
AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT
AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING. Further, unless both you and EFI agree
otherwise, the arbitrator may not consolidate more than one person’s claims, and
may not otherwise preside over any form of a representative or class proceeding.
15.13 Modifications to this Arbitration Provision. If EFI makes any substantive
change to this arbitration provision, you may reject the change by sending us written
notice within 30 days of the change to EFI’s address for Notice of Arbitration, in
which case your account with EFI will be immediately terminated and this arbitration
provision, as in effect immediately prior to the changes you rejected will survive.
15.14 Enforceability. If Section 15.12 (No Class Actions) or the entirety of this
Section 15.4 (Dispute Resolution and Arbitration) is found to be unenforceable, or if
EFI receives an Opt-Out Notice from you, then the entirety of this Section 15.4
(Dispute Resolution and Arbitration) will be null and void and, in that case, the
exclusive jurisdiction and venue described in Section 16.2 (Governing Law) will
govern any action arising out of or related to these Terms.
16. Miscellaneous
16.1 General Terms. These Terms, including the Privacy Policy and any other
agreements expressly incorporated by reference into these Terms, are the entire
and exclusive understanding and agreement between you and EFI regarding your
use of the Service. You may not assign or transfer these Terms or your rights under
these Terms, in whole or in part, by operation of law or otherwise, without our prior
written consent. We may assign these Terms and all rights granted under these
Terms, including with respect to Users’ User Content, at any time without notice or
consent. The failure to require performance of any provision will not affect our right
to require performance at any other time after that, nor will a waiver by us of any
breach or default of these Terms, or any provision of these Terms, be a waiver of
any subsequent breach or default or a waiver of the provision itself. Use of
Section headers in these Terms is for convenience only and will not have any impact
on the interpretation of any provision. Throughout these Terms the use of the word
“including” means “including but not limited to.” If any part of these Terms is held to
be invalid or unenforceable, then the unenforceable part will be given effect to the
greatest extent possible, and the remaining parts will remain in full force and effect.
16.2 Governing Law. With the exception of the arbitration requirements set forth in
Section 15.4, these Terms are governed by the laws of the State of California without
regard to conflict of law principles. You and EFI submit to the personal and exclusive
jurisdiction of the state courts and federal courts located within Santa Clara County,
California for resolution of any lawsuit or court proceeding permitted under these
Terms. We operate the Service from our offices in Delaware, and we make no
representation that Materials included in the Service are appropriate or available for
use in other locations.
16.3 Privacy Policy. Please read the ECIP Privacy Policy
[ethicalcharterprogram.com/privacy] (the “Privacy Policy”) carefully for information
relating to our collection, use, storage, and disclosure of your personal information.
The EFI Privacy Policy is incorporated by this reference into, and made a part of,
these Terms.
16.4 Additional Terms. Your use of the Service is subject to all additional terms, policies,
rules, or guidelines applicable to the Service or certain features of the Service that
we may post on or link to from the Service (the “Additional Terms”). All Additional
Terms are incorporated by this reference into, and made a part of, these Terms.
16.5 Consent to Electronic Communications. By using the Service, you consent to
receiving certain electronic communications from us as further described in our
Privacy Policy. Please read our Privacy Policy to learn more about our electronic
communications practices. You agree that any notices, agreements, disclosures, or
other communications that we send to you electronically will satisfy any legal
communication requirements, including that those communications be in writing.
16.6 Contact Information. The Service is offered by Equitable Food Initiative, located at
200 Massachusetts Ave NW, Suite 700 Washington, DC 20001. You may contact
us by sending correspondence to that address or by emailing us at
support@ethicalcharterprogram.org.
16.7 Notice to California Residents. If you are a California resident, then under
California Civil Code Section 1789.3, you may contact the Complaint Assistance
Unit of the Division of Consumer Services of the California Department of Consumer
Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California
95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding
the Service or to receive further information regarding use of the Service.
16.8 No Support. We are under no obligation to provide support for the Service. In
instances where we may offer support, the support will be subject to published
policies.
16.9 International Use. The Service is intended for visitors located where the Service
is made available. We make no representation that the Service is appropriate for
use in locations where the Service is not made available. Access to the Service
from countries or territories or by individuals where such access is illegal is
prohibited.