Terms and Conditions
Terms and Conditions
Any purchase from Endlessly Organic is subject to the following Terms of Service:
Shipping & Delivery
At this time, Endlessly Organic LLC ships merchandise only to locations within the continental United States. The risk of loss and title for all merchandise ordered on this Web site pass to you when the merchandise is delivered to the Host.
Cancellation & Refunds
No refunds will be awarded for failure to adhere to our cancellation policy. No representation or warranty, not withstanding any endorsement of any farm. No warranty of products shipped. All purchases are as is where is. Endlessly Organic LLC and its subsidiaries reserve the right to refuse service, terminate accounts, and/or cancel orders in its discretion, including, without limitation, if Endlessly Organic LLC believes that customer conduct violates applicable law or is harmful to the interests of Endlessly Organic LLC and its subsidiaries.
Execution of acceptance of goods from at pickup is binding.
To cancel your membership, you must cancel via the Endlessly Organic Website, 30 days prior to your final pick-up date. Cancellation is not considered valid until a confirmation email has been returned to member. The final payment will be withdrawn from your auto-pay account two (2) weeks prior to your final pick up.
Members may suspend membership. A restart date is required at the time of suspension and shall not exceed 60 days, and Endlessly Organic reserves the right to charge a hold fee. If membership is not restarted in 60 days, Endlessly Organic reserves the right to retain any monies charged and collected, not to exceed one delivery payment as liquidated damages not as a penalty. This does not restrict the member’s right to have a substitute pick up his/her produce at any time. We must receive your vacation hold request, via the Endlessly Organic Website, 30 days prior to your hold date, or we may not be able to honor the vacation hold request. If you are unable to pick up your produce, and you are within a (2) week window of your vacation hold date, please notify EO and arrangements will be made to donate your share to a family in need.
No modification of the Terms and Conditions shall be effective unless it is authorized by Endlessly Organic LLC. If any provision of the Terms and Conditions is found to be contrary to law, then such provision(s) shall be constructed in a manner to closely reflect, as much as possible, the intentions of the parties, with the other provisions remaining in full force and effect. This may be revised by Endlessly Organic at any time and from time to time without notice.
ENDLESSLY ORGANIC LLC
HOST AGREEMENT (APPLIES ONLY TO HOST, AND IS NOT BINDING UNTIL FIRST RECEIPT OF GOODS)
THIS AGREEMENT (the “Agreement”), made by and between (the “Host”),and Endlessly Organic LLC, a Florida limited liability company (the “Company”).
WHEREAS, the Company provides an organic produce buying club service (the “Company Services”); and,
WHEREAS, the Company and the Host desire to enter into an agreement pursuant to which the Host shall assist the Company in providing the Company Services, as further described herein; and,
NOW, THEREFORE, in consideration of the mutual covenants and considerations herein contained and exchanged, the adequacy of which are hereby acknowledged, the Host and the Company agreed as follows:
1. ENGAGEMENT OF HOST. The Company desires to engage the Host on a non-exclusive basis, to, among other things, provide the Host Services, as described on Schedule A attached hereto and incorporated herein in its entirety, and otherwise assist the Company in providing the Company Services in the Host’s local geographic area (collectively, the “Host Services”). The Host’s provision of the Host Services shall be subject to the terms and conditions set forth herein, as well as the terms and conditions, if any, set forth on the Company’s website, and such other policies and procedures adopted by the Company from time to time.
2. INDEPENDENT CONTRACTOR. The Host is an independent contractor and not a servant, employee, joint venturer or partner of the Company. Subject to the terms hereof, the Host shall have control over its method and means of performing the Host Services and will be responsible for all out-of-pocket costs incurred in connection with performing the Host Services. Host shall not have the authority to enter into any contracts or agreements on behalf of the Company, except as may be specifically authorized by the prior written approval of an executive officer of the Company and only for that particular transaction. The Company shall not have the authority to enter into contracts or obligations on behalf of Host.
3. CONSIDERATION. In consideration for providing the Host Services, the Company shall provide the Company Services as set forth on Schedule A hereto and, at such time as Host secures the equivalent of twelve (12) full share members for the Company Services (the “Host Group”), the Host shall be entitled to free produce from each order placed by such Host Group throughout the Term hereof so long as the number its full share members in such Host Group equals or exceeds twelve. This may include any combination of Full/Half shares to equal the twelve full.
4. TERM AND TERMINATION. This Agreement shall be effective as of the Effective Date being the first delivery of goods, and shall continue until terminated in accordance with the terms of this Agreement (the “Term”). The Host acknowledges that the Company has no obligation to continue to engage the Host following the termination of this Agreement.
4.1. Termination for Convenience. Either party hereto may terminate this Agreement and the Host’s engagement hereunder, for any reason or not reason at all, upon a minimum of fourteen calendar (14) days’ advance written notice to the non-terminating party. The Company and Host agree to make a good faith effort to perform the Company Services and the Host Services, as the case may be, hereunder until the date of termination.
4.2. Termination for Cause. Either party may terminate this Agreement immediately upon providing written notice to the other of such party’s unexcused failure to fulfill any of its material representations, covenants, agreements or obligations hereunder; or immediately upon the insolvency or bankruptcy of, or the filing of a petition in bankruptcy or similar arrangement, by the other party, or gross negligence or willful misconduct by the other party.
5. CONFIDENTIAL INFORMATION. Except as may be required by law, the Host shall not disclose any information of the Company marked as “confidential” to any third party, or use such information to negatively affect the business of the Company in any way (including, but not limited to, for purposes of competing against the Company. Host covenants and agrees that it shall not make any derogatory or disparaging comments concerning the Company, its products or services, or any of the Company’s members, officers and employees, to any individual or entity. The provisions of Section 4 shall survive the termination of this Agreement irrespective of the reason for such termination.
6.1. Covenant not to compete. Commencing on the Effective Date and ending on the two (2) year anniversary of the date of termination of the Agreement hereof, the Host agrees that it shall not, directly or indirectly, whether as an officer, director, proprietor, employer, joint venture, member, partner, shareholder, independent contractor, investor, vendor, consultant, advisor, agent, employee, individual or otherwise, engage in any competitive business in any market in which the Company is then marketing its Company Services (including but not limited to the State of Florida), or divert, solicit, or engage any client of the Company for any such competing business.
6.2. Covenants as Essential Elements. It is understood by the Host that the foregoing covenants are: (i) reasonable in scope and duration in light of the nature of the Business and the area in which the Business operates in such business; and (ii) are essential elements of this Agreement, and that, but for the agreement by the Host to comply with such covenants, the Company would not have agreed to utilize the services of the Host. Each such covenant by the Host shall be construed to be agreements independent of each other and any other provisions of this Agreement.
6.3. Remedies. Host acknowledges and agrees that the Company’s remedy at law for a breach or threatened breach of any of the provisions of this Agreement herein would be inadequate and such breach shall cause irreparable harm to the Company. In recognition of this fact, in the event of a breach by Host of any of the provisions of the Agreement, the Host agrees that the Company shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available to the party.
6.4. Severability & Survival. If a court of competent jurisdiction determines that any of the covenants, or provisions thereof, contained in this Agreement are unreasonable as to their duration or geographic scope, or are otherwise unenforceable, the parties hereto desire such court to reform such provisions so that they cover the maximum period of time and geographic scope as to which they can be enforced, and to enforce such covenant, or portion thereof, to the fullest extent permissible by the laws of the State of Florida. The provisions of Section 5 shall survive the termination of this Agreement irrespective of the reason for such termination.
7. COMPLIANCE WITH LAWS. Host will comply with this Agreement and all applicable laws, rules and regulations where Host Services are to be performed. As part of this obligation and without limitation, Host agrees that he/she will not take any action in connection with the Host Services herein that would be illegal or in violation of applicable laws, rules, and regulations, and in this regard, Host agrees to indemnify and save the Company harmless from any and all liability as may be suffered by the Company as a consequence of Host’s failure to comply with these undertakings. Host represents to the Company that it has not entered into any agreement which would prohibit it from performing the Host Services.
8.1.1. The Company shall indemnify and hold the Host harmless against any and all liability and for all costs and expenses, including reasonable attorney’s fees, and against all claims or actions based upon or arising out of any acts, errors, omissions, or breaches by Company in connection with Company Services hereunder.
8.1.2. Host shall indemnify and hold the Company harmless against any and all liability and for all costs and expenses, including reasonable attorney’s fees, and against all claims or actions incurred by the Company based upon or arising out of any acts, errors, omissions, or breaches by the Host, or injury to property or persons caused by or sustained in connection with provision of Host Services pursuant to this Agreement. Host shall be fully responsible and liable for any personal injury incurred by a third party resulting from the performance by the Host of the Host Services under this Agreement and shall indemnify the Company for any and all costs and expenses, including reasonable attorney’s fees incurred by the Company related thereto.
9.1. Integration, Waiver and Severability. This Agreement sets forth the entire agreement between the parties with respect to the matters covered herein and supersedes all prior agreements, whether oral or written. No waiver or modification of this Agreement or of any part contained herein shall be valid unless in writing and duly executed by the Host and approved by the Company. The waiver by the Company of any breach of a provision of this Agreement shall not be construed as a waiver of any succeeding breach or a waiver of any breach of any other provision. All agreements and covenants contained herein are severable and in the event any of them shall be held to be invalid by a court of competent jurisdiction, this Agreement shall be interpreted as if such invalid terms or covenants were not contained herein.
9.2. Certification: By execution of this Agreement, the Host represents, warrants and certifies to the Company that all of the information provided by the Host to the Company in any document or orally, prior to the Effective Date and throughout the Term of the Agreement, shall be true and correct to the best of its knowledge. The Host further covenants and agrees that it will not, whether directly or indirectly, make any misrepresentation or omission of any fact with respect to the nature, quality, price or terms of sale of any of the products or services. In addition, the Host, if not an individual, is duly organized, validly existing, and in good standing under the laws of the State of Florida, and the undersigned officers of the Host are authorized by the Association to execute and deliver this Agreement and have duly executed and delivered this Agreement.
9.3. Benefit and Assignability. This Agreement shall bind the Host, its heirs and successors, and the Company, its successors and assigns. This Agreement requires the services of the Host and cannot be assigned by the Host. The Company may, without recourse, assign all its rights and obligations to any entity which acquires or succeeds to the business of the Company.
9.4. Notice. All notices, which the parties hereto may be required to give in writing hereunder, shall be deemed to have been properly given and shall be effective if; (a) sent by email (with confirmation of delivery by the recipient if requested, which shall not be unreasonably withheld), or by United States Postal Service first class mail (allowing 3 days for delivery), or by national delivery service (with confirmation of delivery), and, (b) addressed to either party at any of the addresses designated herein, or on the public records of the State of Florida, or to either party at such other address hereafter designated in writing.
9.5. Section Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
9.6. References. Whenever the masculine pronoun is used, it includes the feminine pronoun, and the singular includes the plural, and vice versa, where the context requires.
9.7. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one of the same instrument. Facsimile and photo copies of this Agreement, and digital signatures, shall be binding.
9.8. Amendments. This Agreement may not be modified except in writing signed by both of the parties hereto.
9.9. Applicable Law; Jurisdiction; Venue; Prevailing Party, Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to legal principles pertaining to conflict of laws. The venue for any dispute concerning this Agreement shall be in Miami-Dade County, Florida. In the event of a dispute concerning this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, administrative fees, and all costs incurred in connection to said dispute, whether incurred in or out of court. Host consents and agrees that if it violates any covenants contained in this Agreement, the Company would sustain irreparable harm and, therefore, in addition to any other remedies which may be available to it, the Company shall be entitled to seek an injunction restraining Host from committing or continuing any such violation of this Agreement. EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING UNDER THIS AGREEMENT OR REGARDING THE SERVICES PROVIDED BY HOST DURING OR AFTER THE TERM OF THIS AGREEMENT.
SCHEDULE A: HOST RESPONSIBILITIES
(1) Receive the Produce - Be available to receive the produce on delivery day. (2) Communicate with members if needed. (3) Greet the Members - Be available for a block of time so that the members can retrieve their bounty. The host/community predetermines this block of time. (4) Fax or Email - Fax or email Endlessly Organic the sign in sheet.
The hosts will receive FREE produce once membership minimums are met.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and year of the first produce delivery to the Host’s site.