Terms of Use

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These Terms of Use (“Terms of Use”) apply to the web sites and web pages (individually and collectively, the “Site”) operated by Transfair USA dba Fair Trade USA (“FTUSA”), including those located at fairtradecertified.org, fairtradecampaigns.org (“Fair Trade Campaigns”) and partner.fairtradecertified.org (the “Partner Portal”), as such web addresses may be updated from time to time in FTUSA’s sole discretion.  By using the Site, you signify your agreement to all terms, conditions, and notices contained or referenced herein (as may be updated or revised from time to time in FTUSA’s sole discretion) and FTUSA’s Privacy Policy (as may be updated or revised from time to time in FTUSA’s sole discretion).  If you do not agree to the Terms of Use or Privacy Policy, please do not use the Site. 

FTUSA reserves the right, in its discretion, to update or revise the Terms of Use at any time without notice to you and will use reasonable efforts to post a notice on the home page of the Site as to such change.  However, it is your responsibility to check periodically for changes.  Your continued use of the Site following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

 

General

You may not use the Site for any purpose that is unlawful or prohibited by the Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of FTUSA or others.  Without limiting the foregoing, you may not attempt to gain unauthorized access to any portion of the Site or any other systems or networks connected to the Site by hacking or any other illegitimate means.

Additional terms and conditions may apply to specific portions of the Site or to one Site but not another (such as the Partner Portal, which has additional Terms of Service and which are incorporated into these Terms of Use by reference).  In addition to the Terms of Use, you agree to abide by such other terms and conditions as applicable. If there is a conflict between the Terms of Use and such other terms and conditions, the latter terms shall control with respect to your use of that particular Site or portion of the Site.

 

Third Party Sites

The Site may link you to web sites or mobile applications not controlled by FTUSA (“Third Party Sites”).  You agree that FTUSA is not responsible for the accuracy, copyright compliance, legality, decency, privacy policy, terms of use, or any other aspect(s) of any Third Party Sites.  The inclusion of such a link does not imply endorsement of the Third Party Site by FTUSA or any association between FTUSA and the operators of such Third Party Site.

 

Linking to the Site

Generally, FTUSA does not mind if you have a text link from your web site to the Site.  However, you may not frame or “mirror” the Site or incorporate pieces of it into a different web site or product.  Links to the Site must clearly identify FTUSA as the source of information displayed and preserve the integrity of web pages associated with the Site without alteration.  Further, you may not link to the Site if you create or post any illegal, obscene or offensive content, or if the link in any way has a negative impact on our reputation. FTUSA reserves the right to block or restrict any link at any time for any reason.

 

Proprietary Rights

Except for content provided by third parties and User-Generated Content (as defined below), which, in each case, is owned by the licensors of such content (collectively, “Third Party Content”), FTUSA is the owner of all text, graphics, user interfaces, visual interfaces, photographs, taglines, video media, artwork, sound, and any other materials, in whatever format, (collectively, “FTUSA Content” and together with Third Party Content, the “Content”), and the structure, selection, coordination, expression, “look and feel” and the arrangement thereof, and all intellectual property rights, including, without limitation, all copyrights and trademarks therein or otherwise associated with the Site, with all rights reserved.   You acknowledge and agree that all Content available on or through the Site, and all trademarks, logos, taglines,  as well as the structure, selection, coordination, expression, “look and feel” and the arrangement thereof, are protected by copyrights, trademarks, service marks or other proprietary rights and laws.

FTUSA grants you a non-exclusive limited license to download, print, and make a reasonable number of copies of the FTUSA Content and materials available on the Site solely for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices and do not copy or post the content and materials on any network computer or broadcast the content and materials in any media.  User Generated Content is subject to the terms provided below.  Except as set forth in the preceding sentence or as separately authorized in writing by FTUSA, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, compile or create derivative works from any Content acquired from or through the Site.  Use of the Content for any purpose not expressly permitted in the Terms of Use is prohibited.  You acknowledge and agree that the unauthorized use of the Content  or of any intellectual property right could cause irreparable harm to FTUSA or its licensors and that in the event of such unauthorized use, FTUSA or its licensors shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

FTUSA cautions you that some documents, photos, and other content may have been published on the Site with the permission of the relevant copyright owners (who are not controlled by FTUSA).  All rights in such documents, photos, and other content are reserved to their owners, and permission to copy or otherwise exploit them must be requested and obtained directly from the copyright owners.

If you have any questions about the non-exclusive license granted herein or if you would like to request additional rights, please email us at digital@fairtradeusa.org.

 

User-Generated Content

From time to time, some of the Content displayed on the Site may be submitted, transmitted, posted, or otherwise provided by you or other users of the Site over whom FTUSA exercises no control (“User-Generated Content”).  Such users are solely responsible for any User-Generated Content displayed on the Site.  Except as otherwise agreed to in writing by FTUSA, FTUSA disavows responsibility for User-Generated Content to the extent permitted by law, and has no obligation to screen any User-Generated Content in advance.  FTUSA may in its sole discretion at any time remove or alter any User-Generated Content or take any other actions with respect to such User-Generated Content.  FTUSA has no liability or responsibility to users for performance or nonperformance of such activities.  Should you come across any content that you find objectionable, you can bring it to our attention by e-mailing us at digital@fairtradeusa.org.

Other than with respect to Feedback (which is assigned to FTUSA as described below), you own and retain the copyright in any original User-Generated Content you post or submit to us for display on the Site.  We do not claim ownership of any copyrights in User-Generated Content. 

However, by using this Site, you are granting FTUSA and its subsidiaries, affiliates, successors and assigns, a nonexclusive, fully paid, worldwide, perpetual, irrevocable, royalty-free, transferable license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, modify, distribute, publicly display and perform, publish, transmit, remove, retain, repurpose, and commercialize User-Generated Content you post or submit in any and all media or form of communication whether now existing or hereafter developed, without obtaining additional consent, without restriction, notification, or attribution, and without compensating you in any way, and to authorize others to do the same.  For this reason, we ask that you not post or submit any User-Generated Content that you do not wish to license to us, including any confidential information or product ideas.  If you are submitting User Generated Content through the Partner Portal, please see our Terms of Service.

It is a condition of these Terms of Use that you do not:

  • upload, post, transmit or otherwise make available

    • any User-Generated Content that is unlawful, harmful, hateful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, pornographic, profane, racially disparaging, indecent, or invasive of another's privacy;

    • any User-Generated Content that constitutes or promotes any illegal activity, including, without limitation, any User-Generated Content constituting or encouraging conduct that would be a criminal offense, give rise to civil liability or otherwise violate any local, state, national or foreign law;

    • any User-Generated Content that is false, misleading, or fraudulent;

    • any User-Generated Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

    • any User-Generated Content that violates or infringes upon the rights of others, including User-Generated Content which violates the patent rights, copyrights, trademark rights, privacy rights, publicity rights, trade secret rights, confidentiality rights, contract rights, or any other rights of any individual, living or deceased, or any legal entity;

    • any User-Generated Content that contains the image, name or likeness of anyone other than yourself, unless (i) that person is at least eighteen years old and you have first obtained his/her express permission or (ii) that person is under eighteen years old but you are his/her parent or legal guardian;

    • any request for or solicitation of any personal or private information from any individual;

    • any request for or solicitation of money, goods, or services for private gain;

    • any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or

    • any User-Generated Content that contains advertising, promotions or marketing, or which otherwise has a commercial purpose;

  • impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; or

  • violate any local, state, national or international law, rule or regulation.

 

By posting User-Generated Content or submitting such User-Generated Content to FTUSA, you represent and warrant that (i) you own or otherwise control all of the rights to the User-Generated Content and have the right to grant the license set forth in these Terms of Use; (ii) the User-Generated Content is accurate and not misleading, (iii) the User Generated Content complies with the Terms of Use; and (iv) you are at least eighteen years old and you have read and understood - and your User-Generated Content fully complies with - these Terms of Use and applicable laws and will not cause injury to any person or entity.

 

Feedback

From time to time, the Site may provide you an opportunity to communicate with FTUSA to provide User-Generated Content or other information that specifically concerns how FTUSA can improve the Site and/or the products and services made available through the Site or advertised on the Site (collectively, “Feedback”).  Please be aware that any Feedback communicated to FTUSA through the Site or otherwise, whether such Feedback consists of suggestions, ideas, graphics, or other material, will be treated as nonconfidential and nonproprietary.  Any Feedback you submit, transmit, or post becomes the exclusive property of FTUSA.  Your submission of Feedback will constitute an assignment to us of all worldwide rights, title and interests in your Feedback, including all copyrights and other intellectual property rights in your Feedback. We will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any Feedback you submit for any purpose whatsoever, without restriction and without crediting or compensating you in any way. For this reason, we ask that you not send us any Feedback that you do not wish to assign to us.

 

Registered User Account, Password, and Security

In order to access a particular Site or some features of the Site (such as the Partner Portal or Fair Trade Campaigns), you may need to create a user account with an e-mail address and/or other business or personal information.  When creating your account, you must provide accurate and complete information. You are responsible for maintaining the confidentiality of any user ID and password, and you are fully responsible for all activities that occur under your account. FTUSA disclaims any and all liability or responsibility for such use.

Your submission of any personal information through the Site is governed by our Privacy Policy, which is available here and incorporated herein by reference.

 

Disclaimer of Warranties and Liability

You should not rely on the Site being complete, reliable, and up to date. You bear the sole responsibility for evaluating the merits and risks associated with the use of any data, information, or content on this Site before making any decisions based on such data, information, or content.  In exchange for using such data, information, or content, you agree not to hold FTUSA or any of its third-party content providers liable for any possible claim for damages arising from any decision you make based on information made available to you through this Site.

All content and services included in or available through the Site, including without limitation any user-generated content, are provided “as is” and “as available” for your use and without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose or noninfringement. FTUSA does not warrant that the content is accurate, reliable or correct; That the site will be available at any particular time or location; That any defects or errors will be corrected; Or that the content is free of viruses or other harmful components. Your use of the site is solely at your own risk. Because some jurisdictions do not permit the exclusion of certain warranties, such exclusions may not apply to you.

To the extent permitted by law, FTUSA shall not be liable for any direct, indirect, punitive, incidental, special or consequential damages related in any way to the Site, any content, or any services available throughout the Site, or that result from the use of, or inability to use, the Site. This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability or any other basis, even if FTUSA has been advised of the possibility of such damage. Applicable law may not allow the exclusion or limitation of incidental or consequential damages, and in such circumstances FTUSA shall have the least amount of liability permitted by law but in no event greater than one hundred united states dollars (US $100).

 

Indemnification

You agree to defend, indemnify, and hold harmless FTUSA, its affiliates, subsidiaries and their respective employees, contractors, agents, officers, directors, members, managers, partners, and shareholders (each an “Indemnitee”) from and against all liabilities, claims, and expenses, including attorneys’ fees, that arise from your breach of these Terms of Use, from any use or misuse of the Site or of any Content or Services.  Each Indemnitee reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with such Indemnitee in asserting any available defenses and will reimburse Indemnitee as costs and expenses are incurred and for any damages assessed or settlements incurred.

 

Procedure for making Claims of Copyright Infringement

If you believe that your work has been copied and is accessible on the Site in a way that constitutes copyright infringement, please provide the following information to FTUSA:

 

  • an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

  • identification of the copyrighted work that you claim to have been infringed, or, if multiple copyrighted works are covered by your notice, a representative list of such works;

  • identification of the content that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit FTUSA to locate the content;

  • your address, telephone number, and email address;

  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

  • a statement by you that the above information in your notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner of an exclusive right that is allegedly infringed.

 

Please email such notice to digital@fairtradeusa.org.

 

Choice of Law and Forum

The Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules (“Governing Law”).  You expressly agree to the procedures and terms of Dispute Resolution set forth below.  If the Dispute Resolution procedure is ruled not applicable to a specific dispute or claim, you expressly agree that the exclusive jurisdiction for any such dispute or claim arising out of or relating to the Terms of Use or the Site shall be the state or federal courts located in Alameda County in the State of California, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

 

Severability and Integration

Unless otherwise specified herein, these Terms of Use and other terms, conditions or policies of FTUSA referenced herein (as in effect from time to time) constitute the entire agreement between you and FTUSA with respect to the Site and supersede all prior or contemporaneous communications, agreements and proposals (whether oral, written, or electronic) between you and FTUSA with respect to the Site.  If any part of the Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of FTUSA, and the remaining portions shall remain in full force and effect.

 

Termination

FTUSA reserves the right, in its sole discretion at any time, to terminate your access to all or part of the Site and/or to remove any content and materials from the Site, with or without notice.  You agree that FTUSA shall not be liable to you or any third party for any termination of your access to the Site or for removal of information from the Site.

 

Dispute Resolution

Arbitration. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) relating in any way to the Site, or any FTUSA terms, conditions or policies relating to the Site (“Dispute”) that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of these arbitration provisions (“Arbitration Agreement”). Unless otherwise agreed, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and FTUSA, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns.  All in-person arbitration proceedings shall take place in Oakland, California unless the parties mutually agree otherwise.

Notice and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the Dispute, and the requested relief. A Notice to FTUSA should be sent to: digital@fairtradeusa.org.

If the Dispute is not resolved within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

Arbitration Rules: Arbitration shall be initiated through the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Arbitration Agreement. The JAMS Streamlined Arbitration Rules governing the arbitration are available online at http://www.jamsadr.com. The arbitration shall be conducted by a single, neutral arbitrator. Any Dispute where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

Non-Appearance: If FTUSA elects non-appearance based arbitration, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

Time Limits: The arbitration action must be initiated and/or demanded within one year of the date on which the event giving rise to the Dispute arose and within any deadline imposed under the JAMS Rules for the pertinent claim.  Any Dispute that does not meet these deadlines is waived.

Authority of Arbitrator: The arbitrator will decide the rights and liabilities, if any, of you and FTUSA, and the Dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under the Governing Law, the JAMS Rules, and the Terms of Use. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and FTUSA.

Waiver of Class or Consolidated Actions: All disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis, and claims of more than one person, entity or user cannot be arbitrated or litigated jointly or consolidated with those of any other person, entity or user.

Confidentiality: All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

Severability: If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

Right to Waive: Fair Trade shall have the ability to waive any portion of this Arbitration Agreement.

Survival of Agreement: This Arbitration Agreement will survive any termination of these Terms of Use.

Emergency Equitable Relief: Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

 

Last updated: June 2020