PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
IN PARTICULAR, SELLERS SHOULD UNDERSTAND HOW THE LAWS WORK IN THEIR RESPECTIVE COUNTRIES. SOME COUNTRIES HAVE LAWS THAT RESTRICT THEIR ABILITY TO EXPORT COFFEE. IN MANY COUNTRIES, SELLERS MUST BE REGISTERED, GET A PERMIT, OR OBTAIN A LICENSE BEFORE LISTING, SELLING OR EXPORTING COFFEE.
Last Updated: JUNE 1ST, 2021
EACH USER ACKNOWLEDGES AND AGREES THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
TERMS OF SERVICE
If you are using the Site, Application or Services of FANTINE, receiving any payouts or sending any payments to FANTINE you are contracting with FANTINE LTD incorporated in England and Wales. FANTINE LTD is hereinafter referred to as “FANTINE”, ” “commissionaire”, or “commission agent”).
FANTINE provides an online platform that connects sellers who have specialty green coffee beans to sell and export (collectively, the “Services”), which Services are accessible at www.FANTINE.io and any other websites through which FANTINE makes the Services available (collectively, the “Site”) and as an application for mobile devices (the “Application”), with buyers. By using the Site or Application, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service (“Terms”), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Collective Content (defined below), and constitute a binding legal agreement between you and FANTINE. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site and Application in accordance with these Terms may subject you to civil claims and/or criminal prosecution.
THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH SELLERS (DEFINED BELOW) MAY CREATE LISTINGS (DEFINED BELOW) FOR SPECIALTY GREEN COFFEE BEANS (DEFINED BELOW) AND BUYERS (DEFINED BELOW) MAY LEARN ABOUT AND BUY GREEN BEANS FROM THE SELLER. YOU UNDERSTAND AND AGREE THAT FANTINE IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN SELLERS AND BUYERS. HOWEVER, FANTINE CAN ACT AS PAYMENT AGENT ON BEHALF OF THE SELLER AND BUYER OR AS COMMISSION AGENT ON BEHALF OF THE BUYER LIMITED TO FACILITATING PAYMENTS AND SHIPPING OF THE GOODS.
These Terms and Conditions, are only valid in the English language.
“FANTINE Content” means all Content that FANTINE makes available through the Site, Application, or Services, including any Content licensed from a third party, but excluding Member Content.
“Collective Content” means Member Content and FANTINE Content.
“Content” means text, graphics, images, music, software, audio, video, information or other materials.
“Buyer” means a Member who requests from a Seller a coffee via the Site, Application or Services.
“Seller” means a Member who creates a Listing via the Site, Application and Services.
“Listing” means a virtual container replicating a 20 or 40 feet shipping container filled with various coffee lots listed by a Seller as available for selling via the Site, Application, and Services.
“Member” means a person who completes FANTINE’s account registration process, including but not limited to Sellers and Buyers, as described under “Account Registration” below.
“Member Content” means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site, Application or Services.
“SNS Content” is all Content that a Member provided to and stored in a Third-Party Social Networking Site Account and that was made available to FANTINE by granting FANTINE access to any Third-Party Accounts.
“FOB” Free on Board is an International Commercial Term published by the International Chamber of Commerce and means that the Seller pays for transportation of the goods to the port of shipment, plus loading costs. The Buyer pays cost of marine freight transport, insurance, unloading, and transportation from the arrival port to the final destination. The passing of risks occurs when the goods are loaded on board at the port of shipment.
“ECC” stands for the European Contract of Coffee and is published by the European Coffee Federation. All agreements made on FANTINE follow the rules and regulations of the ECC. It is available online http://www.ecf-coffee.org/publications.
Certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.
FANTINE reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If FANTINE modifies these Terms, FANTINE will post the modification on the Site or via the Application or provide you with notice of the modification. FANTINE will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site, Application or Services after FANTINE has posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.
The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older.
How the Site, Application and Services Work
The Site, Application and Services can be used to facilitate the listing and buying of green coffee beans (“Coffees”). Such Coffees are included in Listings on the Site, Application and Services by Sellers. You may view Listings as an unregistered visitor to the Site, Application and Services; however, if you wish to buy a Coffee or create a Listing, you must first register to create an FANTINE Account (as defined below).
As stated above, FANTINE makes available an online platform or marketplace with related technology for Buyers and Sellers to meet online and arrange for buying of green coffee beans directly with each other. FANTINE is not an owner or seller of Coffees. Unless explicitly specified otherwise in the FANTINE platform, FANTINE’s responsibilities are limited to: (i) facilitating the availability of the Site, Application and Services, (ii) serving as the limited payment collection agent of each Seller for the purpose of accepting payments from Buyers on behalf of the Seller and (iii) acting as a buying commission agent for the buyer to facilitate shipping.
PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE SELLERS AND BUYERS CONNECTING AND TRADING COFFEES DIRECTLY WITH EACH OTHER. FANTINE CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, QUALITY OR SUITABILITY OF ANY COFFEES. FANTINE IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND COFFEES. ACCORDINGLY, ANY BUYINGS WILL BE MADE AT THE BUYER’S OWN RISK.
In order to access certain features of the Site and Application, and to order Coffees or create a Listing, you must register to create an account (“FANTINE Account”) and become a Member. You may register to join the Services directly via the Site or Application or as described in this section.
You can also register to join by logging into your account with certain third-party social networking sites (“SNS”) (including, but not limited to, Facebook; each such account, a “Third-Party Account”), via our Site or Application, as described below. As part of the functionality of the Site, Application and Services, you may link your FANTINE Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to FANTINE through the Site, Services or Application; or (ii) allowing FANTINE to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to FANTINE and/or grant FANTINE access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating FANTINE to pay any fees or making FANTINE subject to any usage limitations imposed by such third-party service providers. By granting FANTINE access to any Third-Party Accounts, you understand that FANTINE will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Social Networking Site Account (“SNS Content”) so that it is available on and through the Site, Services and Application via your FANTINE Account and FANTINE Account profile page. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.
FANTINE will create your FANTINE Account and your FANTINE Account profile page for your use of the Site and Application based upon the personal information you provide to FANTINE or that FANTINE obtains via a social networking site as described above. You may not have more than one (1) active FANTINE Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. FANTINE reserves the right to suspend or terminate your FANTINE Account and your access to the Site, Application and Services if you create more than one (1) FANTINE Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are solely responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your FANTINE Account, whether or not you have authorized such activities or actions. You will immediately notify FANTINE of any unauthorized use of your FANTINE Account.
As a Member, you may be eligible to create Listings, if you have the right to sell Coffees and the ability to export Coffees in the country the Coffees were produced. To create a Listing, you will be asked a variety of questions about the Coffees to be listed, including, but not limited to, the location, quality, quantity, features, availability and pricing in US Dollars and related rules and financial terms. In order to be featured in Listings via the Site, Application and Services, your Listing has to attain at least a Full Container Load. Moreover, all Coffee lots contained in a Listing must have been cupped by a specialist (including but not limited to a Specialty Coffee Association of America (“SCAA”) accredited Q-Grader). This person has to be identified by name in the Listing. Only Coffees called specialty (above 80 points following the official SCAA cupping protocol that can be found here: http://www.scaa.org/?page=resources&d=cupping-protocols) can be part of a Listing. Moreover, your Listings must include a transparent price breakdown including the services of the Seller, the Exporter and the price paid to the Producer. In case one business entity represents all three roles, the price breakdown should reflect the cost structure. You understand and agree to take at the same day the coffee was cupped by the cupper a control sample of at least 300 grams and to store it for at least one year. You agree to provide this sample to FANTINE upon its first request.
Listings will be made publicly available via the Site, Application and Services. Other Members will be able to buy your Coffees via the Site, Application and Services based upon the information provided in your Listing. You understand and agree to not sell the listed Coffees to other Buyers outside FANTINE during the time of the Listings, to send samples to interested Buyers using traceable airfreight services and that once a Buyer requests Coffees, you may not request the Buyer to pay a higher price than fixed in the Listings. You understand and agree that you are solely responsible for the quality of the coffee to match the quality in the Listings until Free on Board (“FOB”) in the agreed port of destination.
You acknowledge and agree that you are responsible for any and all Listings you post. Accordingly, you represent and warrant that any Listing you post (i) will not breach any agreements you have entered into with any third parties, such as Producers of Coffees, and (ii) will (a) be in compliance with all applicable tax requirements, and rules and regulations that may apply to any Coffees included in a Listing you post (including having all required permits, licenses and registrations), and (b) not conflict with the rights of any third parties. Please note that FANTINE assumes no responsibility for a Seller’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. FANTINE reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that FANTINE, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms, or otherwise harmful to the Site, Application or Services.
If you are a Seller, you understand and agree that FANTINE does not act as an insurer or as your contracting agent. If a Buyer requests a Coffee and buys your Coffee, any agreement you enter into with such Buyer over the FANTINE platform is between you and the Buyer on FOB terms following the latest version of the European Contract of Coffee (“ECC”) and FANTINE is not a party thereto. However, FANTINE can act as a Commission Agent for the Buyer and act on behalf of the Buyer. Notwithstanding the foregoing, FANTINE serves as the limited authorized payment collection agent of the Seller for the purpose of accepting, on behalf of the Seller, payments from Buyers of such amounts stipulated by the Seller (including fees and/or Taxes) and additional charges that may exist (for instance the shipping costs after FOB).
The Seller agrees to inform FANTINE immediately in case of an event of Force Majeure affecting the existence or quality of the Listings. Moreover, the Seller understands and agrees that he has to provide on the FANTINE platform to the (potential) Buyers a substitute to its Listing, which has the same or higher quality as the listed Coffees affected by the event of Force Majeure, for the same price of its initial Listing.
FANTINE does not endorse any Member or any Listings. Members are required by these Terms to provide accurate information, and although FANTINE may undertake additional checks and processes designed to help verify or check the identities or backgrounds of users, FANTINE does not make any representations about, confirms, or endorses any Member or the Member’s purported identity or background.
Any references in the Site, Application or Services to a Member being “verified” or “connected” (or similar language) only indicate that the Member has completed a relevant verification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by FANTINE about any Member, including of the Member’s identity and whether the Member is trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Site, Application and Services. FANTINE therefore recommends that you always exercise due diligence and care when deciding with whom you enter into a business relationship.
By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from FANTINE with respect to such actions or omissions.
Orders and Financial Terms
“Farm Price” means the amount that the Seller paid to the Producer of the Coffees in the Listing. The Producer in accordance with the Seller, and not FANTINE, determines this price. The Seller may not include any other fees or charges in this price.
“FANTINE Premium” means the amount that FANTINE will pay directly to the Producer to further incentivize quality and direct trade.
“Exporter Fees” means the fee that the Seller can charge for exporting services (including but not limited to, milling, bagging, paperwork, inland transport).
“Service Fees” means the fee that FANTINE charges a Buyer for the use of its FANTINE online platform and to represent the Buyer as a commission agent, which is calculated as a percentage of the applicable Farm Price and the charged Exporter Fees.
“FOB Price” means collectively the Farm Price, the FANTINE Premium, the Exporter Fees and the Service Fees.
“Roaster Premium” means an optional premium that the Buyer can pay to the Producer and that will go directly to the Producer.
“Total Price” means the FOB Price plus the Roaster Premium, any taxes, shipping and insurance fees that arise from the transport of the Coffees from FOB to the Delivery Address.
Order and Financial Terms for Sellers
If you are a Seller and an order is requested for your Listings via the Site, Application and Services, you understand and agree that you are bound to provide the Services offered in your Listings. As mentioned above, you agree to deliver the Coffees as described in the Listings on FOB terms following the ECC rules. FANTINE will (i) sign with you a contract (including but not limited to the company name of the Buyer, who has requested the coffee, or the name of its Commission Agent, the lot numbers, the quantity and quality of each lot, the average price of the container load, the shipping terms and the date of shipping), (ii) share with you a shipping declaration (including but not limited to the port of destination and the third party logistic partner at destination), and (iii) provide a bank guarantee or an upfront payment. If you are unable to execute the order request, any amounts collected by FANTINE for the requested order are reimbursed to the applicable Buyer’s credit card or bank account or any pre-authorization of such credit card will be released. FANTINE reserves the right to invoice the Seller for each not confirmed order a cancellation fee. Once you signed the contract, FANTINE will send you an email, text message or message via the Application confirming such order, depending on the selections you make via the Site, Application and Services. You are only released from any responsibility for the coffee after the documents have reached the Buyer or its Commission Agent.
FANTINE will collect the Total Price at the time of order request (i.e. when the Buyer requests an order) through a pre-payment and an invoice payable 10 days net on order, if the maximum pre-payment amount is exceeded. FANTINE will initiate payment of the Total Price (less FANTINE’s Service Fees and any other taxes or fees in respect of the shipping after FOB) to the Seller documents against cash on FOB.
If you owe or agree to pay any amount via the platform FANTINE to FANTINE (whether as a result of your orders or actions as a Buyer or otherwise), then FANTINE may (but is not obliged to) withhold the amount owing to FANTINE from any payout amounts due to you as a Seller, and use the withheld amount to set-off the amount owed by you to FANTINE. If FANTINE does so, then your obligation to pay FANTINE will be extinguished to the extent of the amount withheld by FANTINE, and FANTINE will cease to owe to you any obligations (including, but not limited to, any obligation to pay you) with respect to the amount withheld.
Appointment of FANTINE as Limited Payment Collection Agent for Seller
Each Seller hereby appoints FANTINE as the Seller’s limited payment collection agent solely for the purpose of accepting the Total Price from Buyer.
Each Seller agrees that payment made by a Buyer through FANTINE, shall be considered the same as a payment made directly to the Seller, and the Seller will make the Coffees available to the Buyer in the agreed-upon manner as if the Seller has received the Farm Price and Exporter Fee. Each Seller agrees that FANTINE may (i) permit the Buyer to cancel the order and (ii) refund (via FANTINE) to the Buyer the Farm Price and Exporter Fee. Each Seller understands that as FANTINE accepts payments from Buyers as the Seller’s limited payment collection agent and that FANTINE’s obligation to pay the Seller is subject to and conditional upon successful receipt of the associated payments from Buyers. FANTINE does not guarantee payments to Sellers for amounts that have not been successfully received by FANTINE from Buyers. In accepting this appointment as the limited authorized agent of the Seller, FANTINE assumes no liability for any acts or omissions of the Seller.
Please note that FANTINE does not currently charge any fees for the creation of Listings. However, you as a Seller acknowledge and agree that FANTINE reserves the right, in its sole discretion, to charge you for and collect fees from Sellers, Buyers and Members for the creation of Listings. Please note that FANTINE will provide notice of any Listing fee collection via the Site, Application and Services, prior to implementing such a Listing fee feature.
Order and Financial Terms for Buyers
The Sellers, not FANTINE, are solely responsible for honoring any orders and making available any Coffees ordered through the Site, Application and Services. If you, as a Buyer, choose to enter into a transaction with a Seller for the ordering of a Coffee, you agree and understand that you will be required to enter into an agreement with the Seller and you agree to accept any terms, conditions, rules and restrictions imposed by the Seller. Specifically you agree to buy the Coffees FOB at the port of origin as defined in the Listing. You acknowledge and agree that you, and not FANTINE, will be responsible for performing the obligations of any such agreements, that FANTINE is not a party to such agreements, and that, with the exception of its payment obligations and duties as a commission agent hereunder, FANTINE disclaims all liability arising from or related to any such agreements. You acknowledge and agree that, notwithstanding the fact that FANTINE is not a party to the agreement between you and the Seller, FANTINE acts as the Seller’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Seller. Upon your payment of the Total Price to FANTINE, your payment obligation to the Seller for the Farm Price and Exporter Fee is extinguished, and FANTINE is responsible for remitting the Farm Price and Exporter Fee, in the manner described in these Terms. In the event that FANTINE does not remit any such amounts as described in these Terms, such Seller will have recourse only against such FANTINE entity.
The Total Price payable will be displayed to a Buyer before the Buyer sends an order request to a Seller. If a requested order is cancelled (i.e. not executed by the applicable Seller), any amounts collected by FANTINE will be refunded to such Buyer, depending on the selections the Buyer makes via the Site and Application, and any pre-authorization of such Buyer’s credit card will be released, if applicable.
Each Buyer agrees to pay FANTINE for the Total Price for any order requested in connection with your FANTINE Account if such requested orders are confirmed by the applicable Seller. In order to establish an order pending the applicable Seller’s confirmation of your requested order, you understand and agree that FANTINE, on behalf of the Seller, reserve the right, in its sole discretion, to (i) obtain a pre-payment via your credit card for the Total Price or (ii) charge your credit card a nominal amount, not to exceed thousands US dollar ($1000), to verify your credit card and your interest in the order. Once FANTINE receives confirmation of your order from the applicable Seller, FANTINE will collect the Total Price in accordance with these Terms and the pricing terms set forth in the applicable Listing. Please note that FANTINE cannot control any fees that may be charged to a Buyer by its bank related to FANTINE’s collection of the Total Price, and FANTINE disclaims all liability in this regard.
Appointment of FANTINE as Commission Agent for Buyer
Each Buyer hereby appoints FANTINE as the Commission Agent solely to facilitate the transport of the Coffee from FOB at port of destination to the delivery address mentioned during the ordering process.
Each Buyer agrees that each order made by FANTINE as a Commission Agent on behalf of the Buyer, shall be considered the same as an order made directly from the Buyer, and the Seller will make the Coffees available to FANTINE in the agreed-upon manner as if the Buyer has ordered the Coffee in its name. Each Buyer agrees that FANTINE may organize (i) the shipping, (ii) the transport insurance and (iii) the quality management during transport from FOB at port of origin to the delivery address mentioned during the ordering process for the ordered Coffees on behalf of the Buyer. Each Buyer understands that as FANTINE makes orders on behalf of the Buyer, the Buyer is solely responsible for the ordered quality, which he has approved through a pre-shipment sample. FANTINE does not guarantee the quality of the Coffee ordered. In accepting appointment as the Commission Agent of the Buyer, FANTINE assumes no liability for any acts or omissions of the Seller.
In consideration for the use of FANTINE’s online marketplace and platform, FANTINE charges the Service Fees. Where applicable, taxes (such as VAT) may also be charged.
Balances will be remitted by FANTINE Payments to Sellers via check, Stripe, Paypal, direct deposit, or other payment methods described on the Site or via the Application, in US Dollars. Amounts may be rounded up or down as described the “Rounding Off” section below.
General Order and Financial Terms
Cancellations and Refunds
If, as a Buyer, you cancel your requested order before the requested order is confirmed by a Seller, FANTINE will cancel any pre-authorization to your credit card and/or refund any nominal amounts charged to your credit card in connection with the requested order within a commercially reasonable time. If, as a Buyer, you wish to cancel a confirmed order made via the Site, Application and Services, prior to having paid the Total Price of your order, FANTINE will cancel your order, but will withhold the pre-payment. If, as a Buyer, you wish to cancel a confirmed order made via the Site, Application and Services, prior to the coffee being FOB, the pre-payment and the Service Fee will not be refunded. If such a cancellation takes place after the coffee being FOB, no refunds are possible. The Service Fee is non-refundable regardless of the cancellation policy selected by the Seller.
If a Seller cancels a confirmed order made via the Site, Services, and Application, (i) FANTINE will refund the Total Price for such order to the applicable Buyer within a commercially reasonable time of the cancellation and (ii) the Buyer will receive an email or other communication from FANTINE containing alternative Listings and other related information. If the Buyer requests an order from one of the alternative Listings and the Seller associated with such alternative Listing confirms the Buyer’s requested order, then the Buyer agrees to pay FANTINE the Total Price relating to the confirmed order for the Coffees in the alternative Listing, in accordance with these Terms. If a Seller cancelled a confirmed order and you, as a Buyer, have not received an email or other communication from FANTINE, please contact FANTINE.
If, as a Seller, you cancel a confirmed order, FANTINE may charge accrued service fees and apply other consequences to you or your Listing, including (i) publishing an automated review on your Listing indicating that a reservation was cancelled, or (iii) imposing a cancellation fee (to be withheld from your future payouts). You will be notified of the situations in which a cancellation fee applies before you decide to cancel.
In certain circumstances, FANTINE may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed order made via the Site, Application and Services. FANTINE may also determine, in its sole discretion, to refund to the Buyer part or all of the amounts charged to the Buyer. You agree that FANTINE will not have any liability for such cancellations or refunds.
FANTINE may, in its sole discretion, round up amounts that are payable from or to Buyers or Sellers to the nearest multiple of 5 cents ; for example, FANTINE will round up an amount of $101.480 to $101.50, and $101.41 to $101.45.
Payment Processing Errors
FANTINE will take steps to rectify any payment processing errors that FANTINE becomes aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you, so that you end up receiving or paying the correct amount.
Some Sellers may pledge to donate a portion of the funds they receive from confirmed orders made via the Site, Application and Services to a particular cause or charity. FANTINE does not take any responsibility or liability for whether the Seller does in fact make the donation he or she pledged to make. In such cases, the Seller in question is responsible for his or her own compliance with all laws and regulations applicable to such pledges and/or fund-raising.
Tax regulations may require FANTINE to collect appropriate tax information from the Sellers, or to withhold taxes from payouts to Sellers, or both. You as a Seller are solely responsible for keeping the information in your tax forms current, complete and accurate. If you as a Seller fail to provide FANTINE with documentation that FANTINE determines to be sufficient to alleviate our obligation (if any) to withhold payments to you, FANTINE reserves the right in its sole discretion to freeze all payouts to you until resolution, to withhold such amounts as required by law, or to do both.
Each Seller understands and agree that he/she is solely responsible for determining (i) your applicable tax reporting requirements, and (ii) the taxes that should be included, and for including taxes to be collected or obligations relating to applicable taxes in Listings. You are also solely responsible for remitting to the relevant authority any taxes included or received by you. FANTINE cannot and does not offer tax-related advice to any Members.
FANTINE’s online platform facilitates orders between Buyers and Sellers only in US Dollars. Listings have a fixed price and cannot be adjusted to foreign exchange volatilities during the Listing period. The losses or gains due to foreign exchange volatilities are not hedged through financial instruments or covered by FANTINE. Buyers and Sellers understand and agree that they are responsible to bear risks resulting from foreign exchange volatilities.
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Site, Application, Services and Collective Content. In connection with your use of the Site, Application, Services and Collective Content, you may not and you agree that you will not:
- violate any local, state, provincial, national, or other law or regulation, or any order of a court;
- use manual or automated software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, Application, Services or Collective Content;
- use the Site, Application, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms;
- copy, store or otherwise access any information contained on the Site, Application, Services or Collective Content for purposes not expressly permitted by these Terms;
- infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
- interfere with or damage our Site, Application or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
- use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
- use our Site, Application, Services or Collective Content in connection with the distribution of unsolicited commercial email (“spam”) or advertisements unrelated to lodging in a private residence;
- “stalk” or harass any other user of our Site, Application, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as an FANTINE Buyer or Seller;
- offer, as a Seller, any Coffees that you do not yourself own or have permission to sell.
- offer, as a Seller, any Coffee that may not be sold pursuant to the terms and conditions of an agreement with a third party, including, but not limited to, a property rental agreement;
- register for more than one FANTINE Account or register for an FANTINE Account on behalf of an individual other than yourself;
- contact a Seller for any purpose other than asking a question related to an order, such Seller’s Coffees or Listings;
- contact a Buyer for any purpose other than asking a question related to an order or such Buyer’s use of the Site, Application and Services;
- recruit or otherwise solicit any Seller or other Member to join third-party services or websites that are competitive to FANTINE, without FANTINE’s prior written approval;
- impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
- use automated scripts to collect information from or otherwise interact with the Site, Application, Services or Collective Content;
- use the Site, Application, Services or Collective Content to find a Seller or Buyer and then complete an order independent of the Site, Application or Services, in order to circumvent the obligation to pay any Service Fees related to FANTINE’s provision of the Services or for any other reasons;
- as a Seller, submit any Listing with false or misleading price information, or submit any Listing with a price that you do not intend to honor;
- post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
- systematically retrieve data or other content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
- use, display, mirror or frame the Site, Application, Services or Collective Content, or any individual element within the Site, Application, Services or Collective Content, FANTINE’s name, any FANTINE trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site, Application or Services, without FANTINE’s express written consent;
- access, tamper with, or use non-public areas of the Site, Application or Services, FANTINE’s computer systems, or the technical delivery systems of FANTINE’s providers;
- attempt to probe, scan, or test the vulnerability of any FANTINE system or network or breach any security or authentication measures;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by FANTINE or any of FANTINE’s providers or any other third party (including another user) to protect the Site, Services, Application or Collective Content;
- forge any Transmission Control Protocol or Internet Protocol packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content; or
- advocate, encourage, or assist any third party in doing any of the foregoing.
FANTINE may access, preserve and disclose any of your information if FANTINE is required to do so by law, or if FANTINE believes in good faith that it is reasonably necessary to (i) respond to claims asserted against FANTINE or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms (iii) for fraud prevention, risk assessment, investigation, customer support, product development and debugging purposes, or (iv) protect the rights, property or safety of FANTINE , its users, or members of the public . You acknowledge that FANTINE has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating and improving the Site, Application and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. FANTINE reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that FANTINE, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.
Personally Identifiable Information
FANTINE does not collect personally identifiable information from you on the Service unless you voluntarily provide it to us. You are required to submit certain personally identifiable information when you register on the Site, Application or Services.
Non-Personal or Aggregate Information
When you access our Site, Application or Services, FANTINE may automatically collect non-personally identifiable information from you, such as IP host address, web pages viewed, browser type, referring web site, usage and browsing habits on the Service and similar data. FANTINE may also aggregate demographic information collected from its users (such as the number of users from different regions or having particular characteristics).
FANTINE will only use your personally identifiable information as described below, unless you have specifically consented to another type of use, either at the time the personally identifiable information is collected from you or through some other form of consent from you or notification to you: FANTINE will use personally identifiable information to operate the Site, Application or Services.
FANTINE may use your personally identifiable information to respond to your inquiries or to contact you. FANTINE may permit our subcontractors to access your personally identifiable information, but they are only permitted to do so in connection with performing services for us. They are not authorized by us to use the information for their own benefit.
FANTINE may disclose personally identifiable information as required by law or legal process.
FANTINE may disclose personally identifiable information to investigate suspected fraud, harassment or other violations of any law, rule or regulation, or the Terms of Service or policies for the Service. FANTINE may transfer your personally identifiable information in connection with the sale, merger or change of control of FANTINE.
Business information will be handled in the same manner as personally identifiable information described above. Non-personal or aggregate information may be shared with any number of parties, provided that such information shall not specifically identify you or your company.
The security of your information is very important to us. However, due to inherent open nature of the Internet, FANTINE cannot guarantee that communications between you and FANTINE or information stored on the Site, Application or Services or our servers will be free from unauthorized access by third parties such as hackers and your use of the Service demonstrates your assumption of this risk. FANTINE has put in place reasonable physical, electronic, and managerial procedures to safeguard the information FANTINE collects. Only those personnel who need access to your information in order to perform their duties are authorized to have access to your personally identifiable information.
As a convenience to you, FANTINE may provide links to third party web sites from within the Service. FANTINE is not responsible for the privacy practices or content of these third party websites. When you link away from our Service, you do so at your own risk.
Communications with FANTINE
By providing your contact details to us, you expressly consent to be contacted by us. FANTINE may use email to communicate with you, to send information that you have requested or send information about other products or services developed or provided by us. Your email address will not be sold to third parties. Only FANTINE will use your email address to contact you.
The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of England and Wales and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of FANTINE and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content.
Subject to your compliance with these Terms, FANTINE grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on a single mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Furthermore, with respect to any App Store Sourced Application (defined below), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. FANTINE reserves all rights in the Application not expressly granted to you by these Terms.
FANTINE Content and Member Content License
Subject to your compliance with the terms and conditions of these Terms, FANTINE grants you a limited, non-exclusive, non-transferable license, to (i) access and view any FANTINE Content and (ii) access and view any Member Content to which you are permitted access. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by FANTINE or its licensors, except for the licenses and rights expressly granted in these Terms.
FANTINE may, in its sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application and Services, you hereby grant to FANTINE a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Site, Application and Services. FANTINE does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application and Services or you have all rights, licenses, consents and releases that are necessary to grant to FANTINE the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or FANTINE’s use of the Member Content (or any portion thereof) on, through or by means of the Site, Application and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that FANTINE is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by FANTINE of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
Proprietary Rights Notices
All trademarks, logos, trade names and any other proprietary designations of FANTINE used herein are registered trademarks or intellectual property of FANTINE. Any other trademarks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
FANTINE welcomes and encourages you to provide feedback, comments and suggestions for improvements to the Site, Application and Services (“Feedback”). You may submit Feedback by emailing us at hello@FANTINE.io. You acknowledge and agree that all Feedback will be the sole and exclusive property of FANTINE and you hereby irrevocably assign to FANTINE all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At FANTINE’s request and expense, you will execute documents and take such further acts as FANTINE may reasonably request to assist FANTINE to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
FANTINE respects copyright law and expects its users to do the same. It is the policy of FANTINE to terminate in appropriate circumstances the FANTINE Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
Suspension, Termination and FANTINE Account Cancellation
FANTINE may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your FANTINE Account. If FANTINE exercises its discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your FANTINE Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site, Application, Services, your FANTINE Account, your Member Content, or receive assistance from FANTINE Customer Service, (b) any pending or accepted future orders as either Seller or Buyer will be immediately terminated, (c) FANTINE may communicate to your Buyers or Sellers that a potential or confirmed order has been cancelled, (d) FANTINE may refund your Buyers in full for any and all confirmed orders, irrespective of preexisting cancellation policies, (e) FANTINE may contact your Buyers to inform them about potential alternate Listings with other Sellers that may be available on the Site, Application and Services, and (f) you will not be entitled to any compensation for orders (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination of your FANTINE Account. You may cancel your FANTINE Account at any time via the “Cancel Account” feature of the Services or by sending an email to hello@FANTINE.io. Please note that you cannot cancel your account while you have active Listings. If your FANTINE Account is cancelled, FANTINE does not have any obligation to delete or return to you any Content you have posted to the Site, Application and Services, including, but not limited to, any reviews or feedback.
IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT FANTINE DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, BUYERS AND SELLERS, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, FANTINE EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. FANTINE MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY COFFEES WILL MEET YOUR REQUIREMENTS. FANTINE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, COFFEES, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FANTINE OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY SELLERS OR BUYERS. YOU UNDERSTAND THAT FANTINE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES OR TO REVIEW ANY COFFEES. FANTINE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, BUYERS AND SELLERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY FANTINE. NOTWITHSTANDING FANTINE’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF THE SELLERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM BUYERS ON BEHALF OF THE SELLERS, FANTINE EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY BUYER OR OTHER THIRD PARTY.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR ORDERING OF ANY COFFEES VIA THE SITE, APPLICATION AND SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF FANTINE WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER FANTINE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES, OR FROM YOUR LISTING OR ORDERING OF ANY COFFEES VIA THE SITE, APPLICATION AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FANTINE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE SELLERS PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST UNDER THE FANTINE SELLER GUARANTEE, IN NO EVENT WILL FANTINE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR ORDERING OF ANY COFFEES VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY COFFEES OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR ORDERS VIA THE SITE, APPLICATION AND SERVICES AS A BUYER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A SELLER, THE AMOUNTS PAID BY FANTINE TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FANTINE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold FANTINE and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) ordering of any Coffees, or (iii) creation of a Listing; (d) the use, condition or selling of an Coffees by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a selling, buying of a Coffee.
Reporting of Misconduct
If you feel that a Member is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, or (ii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to FANTINE by contacting us with your police station and report number at hello@FANTINE.io; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
These Terms constitute the entire and exclusive understanding and agreement between FANTINE and you regarding the Site, Application, Services, Collective Content, and any orderings or Listings of Coffees made via the Site, Application and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between FANTINE and you regarding orderings or Listings of Coffees, the Site, Application, Services, Collective Content.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by FANTINE (i) via email (in each case to the address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Controlling Law and Jurisdiction
These Terms will be interpreted in accordance with the laws of England and Wales, without regard to its conflict-of-law provisions. You agree to submit to the jurisdiction of a state court located in London, England and Wales, for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.
You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site or Application (collectively, “Disputes”) will be settled by binding arbitration , except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Further, unless both you and FANTINE otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration Rules and Governing Law. The arbitration in respect to all Dispute Resolutions concerning FANTINE and its contracting parties will be governed by English Law and administered by the English Rules of International Arbitration to be conducted in English by one arbitrator.
The failure of FANTINE to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of FANTINE. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.