Terms of Use

Your relationship with Foodorbit

Your use of Foodorbit's products, software, services and web sites (referred to as "Sites") (collectively referred to as the "Services" in this document and excluding any services provided to you by Foodorbit under a separate written agreement) is subject to the terms and conditions set forth below (the "Terms"), which represents a legal and binding agreement between you and Foodorbit, its subsidiaries, successors in interest, assignees and its and their officers, directors, employees and agents (referred to collectively as "Foodorbit"). "Foodorbit" means Foodorbit PTY Ltd. Unless otherwise agreed in writing with Foodorbit, your entire agreement with Foodorbit will always include, at a minimum, the terms and conditions set out in this document and the Foodorbit privacy policy (situated at URL https://www.foodorbit.com/privacy) (such privacy policy, together with the Terms, may be referred to hereafter as the "Agreement"). The Agreement shall also be deemed to include any Legal Notices applicable to the Services and disclosed in writing to you, in addition to the Terms and Privacy Policy.
It is important that you take the time to carefully review the Agreement prior to using the Services. 
Foodorbit reserves the right to change these Terms at any time without notice to you. Use of the Services shall be deemed to be acceptance of the Agreement, as amended or supplemented from time to time, by you. You should consult this page regularly to review changes to these Terms.

Fees

FOODORBIT CHARGES FEES TO BUYERS AND SELLERS FOR USE OF ITS SERVICES. BY USING THIS SITE, YOU (A) ACKNOWLEDGE YOUR AWARENESS OF ANY AND ALL FEES APPLICABLE TO YOUR USE (OR THE USE OF YOUR AGENT, SUCESSOR-IN-INTEREST, OR AFFILIATE) OF THE SITES OR SERVICES, (B) WAIVE ANY LACK OF NOTICE OR LIKE DEFENSE TO THE IMPOSITION OF SAID FEES, (C) AGREE TO PAY ALL FEES APPLICABLE TO ANY AND ALL TRANSACTIONS TO WHICH YOU, OR YOUR AGENT(S), SUCCESSOR(S)-IN-INTEREST, OR AFFILIATE(S), IF ANY, ARE A PARTY, AND (D) ACCEPT AND AGREE TO BE BOUND BY THE PAYMENT TERMS AND CONDITIONS AS SET FORTH HEREINAFTER, AS WELL AS ALL OTHER PROVISIONS OF THIS AGREEMENT WHICH ARE INCORPORATED IN THESE PAYMENT TERMS AND CONDITIONS BY REFERENCE. 
Except as otherwise set forth in a written agreement between you and Foodorbit, the terms of all payments, charges, or fees ("Payment Terms and Conditions") related to the use of the Services and the Sites are set forth as follows: Buyers and. Sellers are charged fees for using the Services and the Sites. The fee charged to Buyers (the "Premium") is included in the price displayed to a Buyer on the Services and the Sites and may vary by item or Seller. Sellers are charged a Commission based on actual sales volume per farm.
 You acknowledge and agree that Foodorbit will collect, directly from Buyer, the final purchase price, including the Premium, plus any applicable taxes, separate shipping fees and similar charges (collectively, “Other Charges”). Foodorbit will remit to Seller (via direct bank transfer) payment of the final purchase price plus the Other Charges, less the Commission, no later than 20 days from date of delivery of order from buyers. From time to time, Foodorbit may in its sole discretion and without direct notice to you, change the manner in which it processes payments.

Your Relationship with Other Users


You acknowledge and agree that Foodorbit does not represent either Sellers or Buyers in transactions.
 You acknowledge and agree that Foodorbit does not warrant that product descriptions, delivery information, or any other information provided by Users on the Site is accurate, complete, reliable, current, or error-free. Users are entirely responsible for ensuring the accuracy, completeness, reliability, and currentness of such information. You acknowledge and agree that Foodorbit shall in no event be liable for any losses or damages of any kind that may arise as a result of or in connection with any inaccurate, incomplete, unreliable, outdated, or erroneous information provided by Users.
 You acknowledge and agree that Foodorbit has no control over and does not guarantee the quality, safety or legality of products listed for sale by Users on the Site, the ability of Sellers to sell and deliver products, the ability of Buyers to pay for products, that Sellers have all necessary licenses and certifications to sell their products in all relevant locations, or that a Buyer or Seller will actually complete a transaction. You acknowledge and agree that Foodorbit shall in no event be liable for any losses or damages of any kind that may arise as a result of or in connection with any transaction risks.
 You acknowledge and agree that Foodorbit does not transfer legal ownership of products from the Seller to the Buyer. You acknowledge and agree that if you have a dispute with one or more Users, you release Foodorbit (and its officers, directors, employees, agents, subsidiaries, and joint ventures) from claims, demands and damages (whether actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
 You acknowledge and agree that Seller has sole responsibility for shipping and delivering any item purchased through the Sites .

To the maximum extent permitted by law Food Orbit excludes completely all liability whatsoever for any loss or damage of any kind (including special, indirect or consequential loss and including loss of business profits) however caused (including negligence) arising out of or in connection with the Website, the content or the use or performance of the Website. You agree to indemnify FOOD ORBIT and its officers, agents and employees in respect of any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment (including legal expenses (on a full indemnity basis) arising from or relating to:

  • your use of the Website or any content you submit through the Website;
  • a breach of these Terms of Use by you; or
  • your breach of any applicable law.

Any dispute arising in connection with this Website which cannot be settled by negotiation between the parties or their representatives shall be submitted to arbitration in accordance with the laws of arbitration of Victoria. For website support please contact us at info@foodorbit.com however, in the event of an order query, please contact the seller directly.

Accepting the Terms

In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms. You can accept the Terms by: clicking to accept or agree to the Terms, where this option is made available to you by Foodorbit in the user interface for any Service; or by actually using the Services. In this case, you understand and agree that Foodorbit will treat your use of the Services as acceptance of the Terms from that point onwards.

  • You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Foodorbit, or (b) you are a person barred from receiving the Services under the laws of the Australia or other countries including the country in which you are resident or from which you use the Services. Before you continue, you should print off or save a local copy of the Terms for your records.

Language of the Terms

If, at any time, Foodorbit provides you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Foodorbit. If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence. Provision of the Services by Foodorbit 
Foodorbit is constantly innovating in order to provide the best possible experience for its Users. You acknowledge and agree that the form and nature of the Services which Foodorbit provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that Foodorbit may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to Users generally at Foodorbit's sole discretion, without prior notice to you. Unless otherwise provided herein, you may stop using the Services at any time without notifying Foodorbit. 
You acknowledge and agree that if Foodorbit disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account. You acknowledge and agree that while Foodorbit may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Foodorbit at any time, at Foodorbit's discretion.

Use of the Services by You

In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Foodorbit will always be accurate, correct and up to date. If it does not already do so, Foodorbit may charge a fee for access to and/or use of the Services (including requiring you to prepay the fee, if any), and you agree and acknowledge that in the event Foodorbit does charge a fee for access to and/or use of the Services, you will be required to pay such a fee in order to continue to access and/or use the Services. You agree to pay Foodorbit a fee or fees as set forth above. You shall pay all applicable taxes relating to your use of the Services, if any.
You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. These Terms of Use are governed by and construed in accordance with the laws of the State of Victoria, Australia. In the event that a dispute arises from these Terms of Use, you agree to submit to the non-exclusive jurisdiction of the courts of Victoria, Australia.

You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Foodorbit, unless you have been specifically allowed to do so in a separate agreement with Foodorbit. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). You agree that you are solely responsible for (and that Foodorbit has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Foodorbit may suffer) of any such breach.
 You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Website and any Food Orbit service and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make on the Website.

YOU AGREE TO USE THE SERVICES SOLELY FOR YOUR OWN BENEFIT AND USE, AND NOT FOR DIRECT RESALE OR OTHER TRANSFER OR DISPOSITION TO, OR USE BY OR FOR THE BENEFIT OF, ANY OTHER PERSON OR ENTITY. YOU AGREE NOT TO USE, TRANSFER, DISTRIBUTE, OR DISPOSE OF ANY INFORMATION CONTAINED IN THE SERVICES IN ANY MANNER THAT COULD COMPETE WITH THE BUSINESS OF FOODORBIT OR ANY OF ITS SUPPLIERS. YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT, OR IN ANY WAY EXPLOIT ANY PART OF THE SERVICES, EXCEPT THAT YOU MAY DOWNLOAD MATERIAL FROM THE SERVICES FOR YOUR OWN PERSONAL, NONCOMMERCIAL USE.
YOU MAY NOT RECIRCULATE, REDISTRIBUTE OR PUBLISH THE INFORMATION INCLUDED IN THE SERVICE WITHOUT FOODORBIT'S PRIOR WRITTEN CONSENT. MODIFICATION OF THE SERVICE'S CONTENT WOULD BE A VIOLATION OF THE COPYRIGHTS AND OTHER PROPRIETARY RIGHTS OF FOODORBIT OR ITS SUBSIDIARIES.
ADDITIONALLY, YOU MAY NOT OFFER ANY PART OF THE SERVICES FOR SALE OR DISTRIBUTE IT OVER ANY OTHER MEDIUM INCLUDING BUT NOT LIMITED TO A COMPUTER NETWORK OR HYPERLINK FRAMING ON THE INTERNET WITHOUT THE PRIOR WRITTEN CONSENT OF FOODORBIT. THE SERVICES AND THE INFORMATION CONTAINED THEREIN MAY NOT BE USED TO CONSTRUCT A DATABASE OF ANY KIND.
THE SERVICES MAY NOT BE STORED (IN ITS ENTIRETY OR IN ANY PART) IN DATABASES FOR ACCESS BY YOU OR ANY THIRD PARTY OR TO DISTRIBUTE ANY DATABASE SERVICES CONTAINING ALL OR PART OF THE SERVICES. YOU MAY NOT USE THE SERVICES IN ANY WAY TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO ANY THIRD PARTY.
FURTHERMORE, YOU MAY NOT USE ANY OF THE TRADEMARKS, TRADE NAMES, SERVICE MARKS, COPYRIGHTS, OR LOGOS OF FOODORBIT, ITS SUBSIDIARIES, SUCCESSORS-IN-INTEREST, OR ASSIGNS IN ANY MANNER WHICH CREATES THE IMPRESSION THAT SUCH ITEMS BELONG TO OR ARE ASSOCIATED WITH YOU OR, EXCEPT AS OTHERWISE PROVIDED HEREIN, ARE USED WITH FOODORBIT'S CONSENT, AND YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN AND TO ANY OF SUCH ITEMS.
YOU WILL NOT USE THE SERVICES OR THE INFORMATION CONTAINED THEREIN IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT USE ANY TRADEMARKS, TRADE NAMES, SERVICE MARKS, COPYRIGHTS, OR LOGOS OF FOODORBIT, ITS SUBSIDIARIES, SUCCESSORS-IN-INTEREST, OR ASSIGNS IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT SPAM OR SEND UNSOLICITED MAILINGS TO ANY PERSON OR ENTITY USING THE SERVICES.

Your Passwords and Account Security


You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to Foodorbit for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Foodorbit immediately at info@foodorbit.com.

Privacy and Your Personal Information



For information about Foodorbit's data protection practices, please read Foodorbit's privacy policy at http://www.foodorbit.com/privacy. This policy explains how Foodorbit treats your personal information, and protects your privacy, when you use the Services. You agree to the use of your data in accordance with Foodorbit's privacy policies.

Content in the Services


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You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content". You should be aware that any Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Foodorbit (or by other persons or companies on their behalf).
You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Foodorbit or by the owners of that Content, in a separate agreement. Foodorbit reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable. You agree that you are solely responsible for (and that Foodorbit has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Foodorbit may suffer) by doing so.

Proprietary Rights


You acknowledge and agree that Foodorbit (or Foodorbit's licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Foodorbit and that you shall not disclose such information without Foodorbit's prior written consent.
In addition, the contents of the Services and any other products or services provided or sold by Foodorbit including the Service's likeness, text, graphics, logos, button icons, images, audio and video clips (if any) and software, are the property of Foodorbit or its content suppliers, and are subject to the copyright or other intellectual property rights of Foodorbit and to the terms of licenses held by Foodorbit. Such intellectual property is protected by federal and state law. Any unauthorized reproduction, modification, distribution, transmission, republication, display or performance of the content and software of these Services, or of any other products or services sold by Foodorbit, is strictly prohibited. Users may copy information from the Services only as may be strictly necessary for Users' own use to view, save, print, or transmit it. Otherwise, no portion of the Services may be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by Foodorbit.
 By submitting information or other material to us (known collectively as "Content"), you grant Foodorbit a perpetual, worldwide, royalty-free, irrevocable, non-exclusive license to use, reproduce, modify, adapt, publish, create derivative works, and distribute such materials or portions of such materials, in any form or medium known or later developed, in furtherance of the terms of this Agreement and the actions and transactions contemplated hereby.
You agree that this license includes a right for Foodorbit to make such Content available to other companies, organizations or individuals with whom Foodorbit has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services. You understand that Foodorbit, in performing the required technical steps to provide the Services to other Users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Foodorbit to take these actions. YOU CONFIRM AND WARRANT TO FOODORBIT THAT YOU HAVE ALL THE RIGHTS, POWER AND AUTHORITY NECESSARY TO GRANT THE ABOVE LICENSE.
In addition to like Terms in this Agreement, you agree that you will not and will not allow others to decompile, disassemble, reverse engineer, copy, use, merge, disclose, sell, or transfer, in whole or in part, the underlying source code, structure or sequence of Foodorbit's technology or Services, delete or alter author attributes or copyright notices, or otherwise sell or distribute, in whole or in part, the Services or Foodorbit's technology, including any third-party technology used and/or licensed by Foodorbit. You shall use the Services solely for your own use and shall not allow others to use the Services under or through your account.
Nothing in the Services or elsewhere should be construed to grant any license or right to use, implied or otherwise, any mark displayed in the Services without the written permission of Foodorbit or the third party owner of the mark. Foodorbit reserves the right, in its sole discretion, to remove any material that infringes or appears to infringe on intellectual property rights owned by others. If you believe that any material contained in the Services infringes your intellectual property, you should promptly notify Foodorbit in writing of the alleged infringement at info@foodorbit.com.

License from Foodorbit

Upon your registration of a valid account, Foodorbit gives you a personal, worldwide, non-assignable and non-exclusive license to use the software provided to you by Foodorbit as part of the Services as provided to you by Foodorbit (referred to as the "Software" below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Foodorbit, in the manner permitted by the Terms. Unless Foodorbit has given you specific written permission to do so, you may not sell, transfer, assign (or grant a sub-license of) your rights to use the Software or Services, grant a security interest in or over your rights to use the Software or Services, or otherwise transfer any part of your rights to use the Software or Services.

Updates to the Services

Foodorbit may from time to time make certain updates to the Services. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to permit Foodorbit to deliver these to you as part of your use of the Services, and acknowledge and warrant that such updates are subject to all limitations on liability, limitations on warranty, and general disclaimers contained in this Agreement.

Ending your relationship with Foodorbit

The Terms will continue to apply until terminated by either you or Foodorbit as set forth below (each known as a "Termination"), except that all limitations on liability, limitations on warranty, general disclaimers, indemnification provisions, choice of law provisions, intellectual property provisions, and agreements to arbitrate, as set forth in this Agreement, shall continue and survive any Termination.
If you want to terminate your relationship with Foodorbit, you may do so by (a) notifying Foodorbit at any time and (b) closing your accounts for all of the Services which you use, where Foodorbit has made this option available to you. Your notice should be sent, in writing, to Foodorbit's address which is set out at the beginning of these Terms.
 Foodorbit may at any time, terminate its relationship with you and your access to the Sites: you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or Foodorbit is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or the partner with whom Foodorbit offered the Services to you has terminated its relationship with Foodorbit or ceased to offer the Services to you; or Foodorbit is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or the provision of the Services to you by Foodorbit is, in Foodorbit's opinion, no longer commercially viable; or you engage in conduct that, in the opinion of Foodorbit, does not constitute good faith and fair dealing with and among other Users of the Sites. Nothing in this Section shall affect Foodorbit's other rights under these Terms, including, without limitation, the benefit of any disclaimer, limitation on liability, indemnity, or choice of law provision contained herein.

EXCLUSION OF WARRANTIES

NOTHING IN THESE TERMS, INCLUDING SECTIONS 13 AND 14, SHALL EXCLUDE OR LIMIT FOODORBIT'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE 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.
FOODORBIT AND ALL OF ITS THIRD-PARTY LICENSORS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE SITE, INCLUDING THE INFORMATION, DATA, SOFTWARE, OR PRODUCTS CONTAINED THEREIN, THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF, OR ANY OF THE SERVICES.
THE SERVICES AND THIS SITE AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN "AS IS" BASIS AND YOUR USE OF THE SITE IS AT YOUR OWN RISK. FOODORBIT DOES NOT MAKE ANY GUARANTEES OR WARRANTIES AS TO THE ADEQUACY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SERVICES, THE SITE, OR ANY RESULTS TO BE OBTAINED FROM, ACCESSING AND USING THE SITE, SERVICES, OR RESULTS TO BE OBTAINED THEREFROM, NOR ANY MATERIAL THAT CAN BE ACCESSED (VIA A DIRECT OR INDIRECT HYPERLINK OR OTHERWISE) THROUGH THE SITE, SERVICES, OR ANY RESULTS OBTAINED THEREFROM.
FOODORBIT SHALL NOT BE LIABLE TO THE USER OR ANYONE ELSE FOR ANY INACCURACY, DELAY, INTERRUPTION IN THE SERVICES, ERROR, OR OMISSION, REGARDLESS OF CAUSE, OR FOR ANY DAMAGES RESULTING THEREFROM. IN NO EVENT WILL FOODORBIT BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST TIME, LOST MONEY, LOST PROFITS, OR GOOD WILL, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN WITH RESPECT TO ANY USE OF THE SITE.
FOODORBIT AND ITS THIRD PARTY PROVIDERS MAY DISCONTINUE OR MAKE CHANGES IN THE SITE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU. ANY DATED INFORMATION IS PUBLISHED AS OF ITS DATE ONLY OR, IF NO DATE IS STATED, THE DATE OF FIRST POSTING. FOODORBIT DOES NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY INFORMATION ON THE SITE. FURTHERMORE, NO DISTRIBUTION OR SOLICITATION IS MADE BY FOODORBITTO ANY PERSON TO USE THE SITE OR SERVICES IN JURISDICTIONS WHERE THE PROVISION OF THE SITE AND SUCH INFORMATION, PRODUCTS OR SERVICES IS PROHIBITED BY LAW.
USER AGREES THAT ANY MONETARY CLAIMS OF WHATEVER KIND ASSESSED AGAINST FOODORBIT ARISING OUT OR RELATING TO USE OF THE SITE AND/OR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT THE USER PAID TO FOODORBIT FOR USE OF THE SITE AND/OR SERVICES DURING THE PREVIOUS TWELVE (12) MONTHS. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE SITE MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
FOODORBIT FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

IN ADDITION TO SECTION 14 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT FOODORBIT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR: ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

  • ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
  • ANY CHANGES WHICH FOODORBIT MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
  • THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
  • YOUR FAILURE TO PROVIDE FOODORBIT WITH ACCURATE ACCOUNT INFORMATION;
  • YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
  • ANY DAMAGE RESULTING FROM THE SHIPMENT, OR ANY DELAYS IN THE SHIPMENT OR DELIVERY, OF ANY ITEM PURCHASED THROUGH THE SITES.

THE LIMITATIONS ON FOODORBIT'S LIABILITY TO YOU IN THIS AGREEMENT ABOVE SHALL APPLY WHETHER OR NOT FOODORBIT HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Advertisements


Some of the Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information. The manner, mode and extent of advertising by Foodorbit on the Services are subject to change without specific notice to you. In consideration for Foodorbit granting you access to and use of the Services, you agree that Foodorbit may place such advertising on the Services.

Other Content

The Services may include hyperlinks to other web sites or content or resources. Foodorbit may have no control over any web sites or resources which are provided by companies or persons other than Foodorbit. In addition to the limitations, disclaimers, and acknowledgments set forth in this Agreement, you acknowledge and agree that

Foodorbit is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources, and

Foodorbit is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

Changes to the Terms

Foodorbit may make changes to this Agreement from time to time. When these changes are made, Foodorbit will make a new copy of the Terms available on this (or a successor) website. You understand and agree that if you use the Services after the date on which the Terms have changed, Foodorbit will treat your use as acceptance of such updated terms.

Indemnity


You agree to indemnify and hold Foodorbit and its subsidiaries, affiliates, successors-in-interest, assigns, and any of their officers, directors, agents, and employees, harmless from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys' fees, made by or resulting from any third party due to or arising out of your use of the Services, breach of this Agreement or the materials it incorporates by reference, or your violation of any law, regulation, order or other legal mandate, or the rights of a third party.

Choice of Law; Disputes

This Agreement is governed by the laws of the State of New York, without giving effect to its conflict of laws provisions and as if this Agreement was a contract wholly entered into and wholly performed within the State of New York. You agree to submit to exclusive jurisdiction and venue in the state and federal courts sitting in New York County, Borough of Manhattan, New York for any and all disputes, claims and actions arising from or in connection with the Services, this Agreement and/or these Terms. Notwithstanding this, you agree that Foodorbit shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. In any dispute arising under these Terms and Conditions, the prevailing party will be entitled to reasonable attorneys' fees and expenses.

Arbitration

Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to this Agreement or the Services, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbiter arbitration held in New York City under the rules of the American Arbitration Association in effect from time to time. The claims shall be governed by laws of the State of New York, without regard to New York's conflict of law rules, and the enforceability of this arbitration agreement shall be governed by the Federal Arbitration Act. The language to be used in the arbitral proceeding will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding. General Terms and Conditions


Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
The Terms constitute the whole legal agreement between you and Foodorbit and govern your use of the Services (but excluding any services which Foodorbit may provide to you under a separate written agreement), and completely replace any prior agreements between you and Foodorbit in relation to the Services.
You agree that Foodorbit may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
You agree that if Foodorbit does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Foodorbit has the benefit of under any applicable law), this will not be taken to be a formal waiver of Foodorbit's rights and that those rights or remedies will still be available to Foodorbit.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
You acknowledge and agree that each member of the group of companies of which Foodorbit is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

Additional Terms of Use for Sellers

1. Eligibility to Sell

In order to sell items on the Website you must be a registered business within Australia and adhere to all relevant laws (including health and safety laws and regulations) and provide and maintain valid payment information on the Website. You must not transfer or sell your Food Orbit account or user ID to another party.

2. Sellers display of information on the Website

You guarantee that the materials you display on the Website, including without limitation all editorial materials, information, photographs, illustrations, artwork and other graphic materials, names, logos and trademarks:

  • Are not false, misleading or inaccurate, or otherwise in contravention of the Competition and Consumer Act (Cth) 2010;
  • Are not fraudulent and do not involve the sale of illegal, counterfeit or stolen goods;
  • Do not infringe upon any third-party's intellectual property rights;
  • Are not defamatory or offensive;
  • Do not contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, intercept or expropriate any system, data or personal information ; and
  • Will not modify, adapt or hack this Website.

3. Sale of alcohol

When listing wine or other alcoholic beverages on the Website, sellers need to be aware that:

  • selling wine or alcohol on the Website requires a license;
  • you must place your license number next to the listing; and
  • alcohol and wine may only be traded within Australia.

Individual States have different laws regarding trading wine and alcohol. It is the buyer’s and seller’s responsibility to be familiar with and comply with each State's laws and if (and where) you are allowed to sell alcohol and wine.

4. Intellectual property

FOOD ORBIT does not claim ownership rights in the content you place on the Website. You grant FOOD ORBIT a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, license to exercise the copyright, publicity, and database rights you have in the content. You agree to allow FOOD ORBIT to store, display and re-format your content on the Website, in media publications, in marketing material and on other sites, in any way as FOOD ORBIT chooses. You warrant that you are the author of the content for the purposes of the Copyright Act 1968 (Cth). You agree that FOOD ORBIT may use and display your content without attribution of authorship and bearing the name of FOOD ORBIT, even if that would, apart from these terms, infringe your moral rights. You agree, to the extent permitted by law, not to enforce any claim for a breach of your moral right of integrity of authorship under theCopyright Act 1968 (Cth) that you may otherwise have as a result of any act or omission of FOOD ORBIT in respect of the content.

5. Fees and Services

Joining and setting up a shop as a seller on FOOD ORBIT is free. However FOOD ORBIT receives a percentage of the sale price when items sell (“Fees”). Changes to the Fees are subject to change and are effective after FOOD ORBIT provides you with at least fourteen (14) days' notice by posting the changes on the Website. FOOD ORBIT may, at FOOD ORBIT’s sole discretion, change some or all of FOOD ORBIT's services at any time. In the event FOOD ORBIT introduces a new service, the fees for that service are effective at the launch of the service. You are responsible for paying all fees and applicable taxes associated with using FOOD ORBIT. Unless otherwise stated, all fees are quoted in Australian Dollars (AUD). If FOOD ORBIT terminates a listing or your account, if you close your account, or if the payment of your FOOD ORBIT Fees cannot be completed for any reason, you remain obligated to pay FOOD ORBIT for all unpaid Fees plus any interest, if applicable. If the seller's account is not paid in full and becomes past due, the seller risks the suspension of privileges and/or termination of the account and other collection mechanisms (including retaining collection agencies and legal action). If you have a question or wish to dispute a charge contact FOOD ORBIT at info@foodorbit.com FOOD ORBIT will send you communications regarding your transactions and your account via the Website. These communications do not represent any endorsement, guarantee or legitimisation of your transaction. You are responsible for completing all transactions you participate in (including monitoring their status and complying with all relevant legal obligations).

6. Listing and Selling products on the Website

By listing an item on the Website for sale you warrant that you have complied with all applicable laws and terms and conditions. You also warrant that you are legally able to sell the item. You must accurately describe your item and all terms of sale in your FOOD ORBIT store profile and store policy. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. All sellers are required to outline their own terms of sale for their FOOD ORBIT shop in their store policy. These policies should include, for example, special considerations, availability, shipping, returns, and selling policies. Sellers must create policies in good faith, which comply with relevant laws and must abide by such policies. All store policies must comply with these Terms of Use and the Food Orbit Terms and Conditions generally. Sellers are responsible for enforcing their own store policies. FOOD ORBIT reserves the right to request that a seller modify a store policy. All sales are binding. The seller is obligated to send the order or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, including but not limited to for example if the buyer fails to meet the terms of the seller’s store policy. By posting content on the Website, it is possible for an outside website or a third party to re-post that content. You agree to hold FOOD ORBIT harmless for any dispute concerning such use. If you choose to display your own FOOD ORBIT hosted image on another website, the image must provide a link back to its listing page on FOOD ORBIT.

All comments, queries and requests relating to our use of your information are welcomed and should be addressed to the e-mail address info@foodorbit.com.