WEBSITE TERMS AND CONDITIONS OF USE
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY CLICKING THE ACCEPT BUTTON, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU REPRESENT THAT YOU AGREE WITH THESE TERMS. IF YOU DO NOT AGREE TO ACCEPT THESE TERMS YOU MUST NOT USE THE THIS WEBSITE.
Effective Date May 5, 2021
1. Definitions.
1.1 "Haymaker," "We," "Us" or "Our" means Haymaker Coffee Company or its affiliates, including the Haymaker company(s) providing services to you, as applicable.
1.2 "Service" means this Site and any and all content, software, data, information and materials contained therein and transactions completed thereon.
1.3 “Site” refers to the website You use to access any Haymaker Service.
1.4 "Third Party Content" means certain third party analysis, content, tools, features, materials, websites, services or advertisements which Haymaker makes available on or through this Service, or to which Haymaker links on any Site.
1.5 "Users" means individuals who are authorized by you to use the Service, and have been supplied user identifications and passwords by you (or by us at your request). Users may include but are not limited to your employees, consultants, contractors and other agents.
1.6 "You" or "Your" means the company or other legal entity which is our client and for which you are accepting these Terms, including our client's affiliates.
2. Binding Agreement.
2.1 All other terms and conditions on this Site that govern particular features of the Site (the "Additional Terms") are incorporated into the Terms by this reference. The Terms, Privacy Policy and Additional Terms (collectively, the "Agreement") sets forth the terms and conditions which govern your access to and use of the Site. The Agreement sets forth the entire, final and exclusive agreement between Haymaker and you with respect to your use of, and access to, the Service, and supersedes all previous oral and written terms, representations, or understandings concerning your use of, and access to, this Service. This Agreement is effective between you and Haymaker as of the date of your acceptance of this Agreement.
2.2 Haymaker shall not provide any services or provide any benefit to the extent that the provision of such services or benefit would violate applicable law or expose Haymaker or its affiliates to any sanction, prohibition or restriction under UN Security Council Resolutions or under other trade or economic sanctions, laws or regulations.
2.3 By using the Service, you agree to transact electronically through the Site. You agree that your electronic signature is the legal equivalent of your manual signature. You further agree that your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, constitutes your signature as if actually signed by you in writing. You also agree that no certification authority or other third-party verification is necessary to validate your electronic signature, and the lack of such certification or third-party verification will not in any way affect the enforceability of your electronic signature.
2.4 By providing your telephone number, you are providing express written consent to receive communications from Haymaker, (including its affiliates, agents, service providers, and affiliates for the purposes of defined above) for any purpose, including but not limited to marketing various services from both Haymaker and companies Haymaker has joint marketing agreements with. Additionally, you agree to receive communications from Haymaker regarding your any service, and any information you may have obtained via your use of a Website. You agree that these communications include, but are not limited to, the use of an Automated Telephone Dialing System, prerecorded and/or artificial voice, SMS, MMS, text, fax, email or other similar means. Note, regardless of whether your phone number is registered on a state or federal Do Not Call list. You agree that Haymaker is not responsible for any charges to you regarding these communications. Standard voice and data rates may apply. Further, you understand that you do not need to provide this consent to call as a condition to receive any good or service, in which case you will not provide your phone number.
3. Our Proprietary Rights.
3.1 As between Haymaker and you, and subject to your right, title and interest in data you submit through this Service or otherwise provide or submit to Haymaker, Haymaker owns all right, title and interest in and to the Service, including all related intellectual property rights subsisting therein. Subject to the limited rights expressly granted hereunder, Haymaker reserves all rights, title and interest in and to the Service, including all related intellectual property rights subsisting therein. We grant no rights to you hereunder other than as expressly set forth herein. This Service and all materials and information published thereon are protected by U.S. and foreign copyright and other intellectual property laws. You agree to protect the proprietary rights of Haymaker and to comply with all reasonable written requests made by Haymaker or its third party licensors to protect their and others' rights in the Site and materials and content made available on or through the Service.
3.2 Our trademarks and service marks are the property of Haymaker. Haymaker's trademarks and trade dress may not be used in any form without the prior written consent of Haymaker, and any use shall be subject to Haymaker's then-current policies and requirements. All other trademarks, services marks, logos, designs and trade dress not owned by Haymaker that appear on this Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Haymaker.
4. Terms Applicable to Purchases on the Site
4.1 Generally.
Prior to the purchase of any goods or services on our Site, unless you pay through an alternative payment method that we accept on the Site, you must provide a valid credit card number and associated payment information, including all of the following: (i) your name as it appears on the credit card; (ii) your credit card number; (iii) the credit card type; (iv) the date of expiration; and (v) any activation numbers or codes needed to charge your credit card. By submitting that information to us, you hereby agree that you authorize us to charge your card at our convenience but within thirty (30) days of credit card authorization. For each purchase made on the Site, you agree to pay the price applicable (including any sales taxes, surcharges and any delivery fees for the delivery service you select) as of the time you submitted the order. We or our payment processer will automatically bill your credit card or other form of payment submitted as part of the order process for such price.
4.2 Guarantee, Return Policy, and Shipping Policy.
If you are not fully satisfied with a purchase from the Site, we will accept a return and will refund you in accordance with our Money Back Guarantee. You may return it pursuant to our Returns Policy. Additional restrictions may apply. Our Return Policy, which is incorporated into these Terms in its entirety by this reference. Except when we offer free shipping as a promotional offering on the Site, for online purchases made on the Site, shipping fees will be charged in accordance with our Shipping Policy.
4.3 Methods of Payment, Credit Card Terms and Taxes.
All payments must be made by Visa, MasterCard, Discover, American Express, or Haymaker Rewards Card. We currently do not accept cash, personal or business checks or any other payment form, although in the future we may change this through the acceptance of additional forms of payment on our checkout functionality on the Site. You agree that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify Haymaker of any discrepancies within forty-five (45) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If Haymaker does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by Haymaker or its agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including sales, use or value-added taxes.
4.4 Order Acceptance Policy.
Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of an offer from us. Haymaker reserves the right at any time after receipt of your order to accept or decline your order for any reason. Haymaker further reserves the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by Haymaker upon our delivery of products or services that you have ordered. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that, if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, your sole and exclusive remedy is either that: (a) we will issue a credit to your credit card account in the amount charged for the cancelled portion or the quantity not provided (if your credit card has already been charged for the order); or (b) we will not charge your credit card for the cancelled portion of the order or the quantity not provided. Do not assume that a cancellation or change of an order you have placed with Haymaker has been effected until you receive a confirmation from Haymaker via email or the Site. As stated above, you will be responsible for, and your credit card or third-party payment account may be charged for, the payment of all fees associated with orders already processed or shipped before your cancellation/change request or a request to terminate your credit card account was received.
4.5 No Responsibility to Sell Mispriced Products or Services.
We do our best to describe every item, product or service offered on the Site as accurately as possible. However, we do not warrant that specifications or pricing on the Site is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications of any item, product or service, Haymaker shall have the right to refuse or cancel any orders in its sole discretion.
If we charged your credit card prior to cancellation, we will issue a credit to your account in the amount of the charge. Additional terms may apply. If a product you purchased from us is not as described, your sole remedy is to return it in unused condition, complete and undamaged, in the original packaging.
4.6 Modifications to Prices or Billing Terms.
The purchase of products and services on the Site is subject to availability. PRODUCTS AND SERVICES DISPLAYED ON THE SITE MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME. HAYMAKER RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR PRODUCTS OR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SITE OR BY EMAIL DELIVERY TO YOU.
5. Restrictions on Use.
5.1 Except as otherwise expressly provided in these Terms or on the Site, you may not download, modify, copy, reproduce, republish, post, resell, upload, transmit or distribute any materials or content except with the express written consent of Haymaker or its third party licensors.
5.2 In addition, you agree not to:
(a) Use or access the Site for any purpose that is unlawful or prohibited by the Agreement or display, transmit or otherwise make available on or through the Service material that is infringing, threatening, harassing, libelous, hateful, racially or ethnically objectionable, unlawful, tortious, harmful to children, invasive of another's privacy or violative of third party privacy rights;
(b) Reverse engineer, decompile, modify, or create derivative works from any software or materials accessible by or on the Service;
(c) Frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Haymaker without express written consent;
(d) Make any commercial or non-fair use of the copyrights, trademarks, logos, symbols, or any other mark, device, or commercial identifier of Haymaker or any of our third party licensors without the express written consent of Haymaker;
(e) Use or access the Site in a manner that could damage, disable, overburden, or impair any Haymaker server or the networks connected to any Haymaker server;
(f) Interfere with any third party's use and enjoyment of the Service;
(g) Attempt to gain unauthorized access to the Service, accounts, computer systems, or networks connected to any Haymaker server through hacking, password mining, or any other means;
(h) Sublicense any license granted in or to materials on the Service (whether or not any of such acts are for commercial gain or advantage); or
(i) Access the Service in order to build a competitive product or service, or copy any features, functions or graphics of the Services.
6. Your Responsibilities.
You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all content and data submitted to or published via the Service by you; (ii) comply with all applicable laws (including but not limited to export laws) in using the Service; and (iii) use the Service solely in accordance with any online user guides or instructions made available on or through the Site. You shall not disclose or share any ID(s) and password(s) used to access this Service. You are responsible for all activity that occurs under your ID(s) and password(s). You agree to notify Haymaker in writing promptly upon becoming aware of any unauthorized access or use of the Site by any party.
7. Feedback
You may submit comments or feedbacks about the Site or Service; however, any comments, feedback, notes, messages, ideas, suggestions or other communications (collectively, “Comments”) sent Haymaker shall be and remain the exclusive property of Crate and Barrel. Your submission of any such Comments shall constitute an assignment to Haymaker of all worldwide rights, titles, and interests in all copyrights and other intellectual property rights in the Comments. Haymaker will be entitled to use, reproduce, disclose, publish, and distribute any material you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any comments that you do not wish to assign to us, including any confidential information or any original creative materials such as stories, product ideas, computer code, or original artwork. Haymaker shall own exclusive rights, including all intellectual property rights, to any work it creates or has created from the Idea or a similar idea of its own.
8. Links And Third Party Information.
8.1 Third Party Content is not maintained or controlled by Haymaker, and as a matter of policy, Haymaker does not independently verify, prescreen or monitor any such Third Party Content. While we believe the Third Party Content is from reliable third party sources, we are not responsible for the availability, content, completeness, adequacy, utility or accuracy of such Third Party Content. Haymaker does not make any endorsement, express or implied, of any Third Party Content.
8.2 Certain Third Party Content is subject to additional specific terms and conditions which can be found in Additional Terms and in applicable areas of the Site and websites linked to this Site. You acknowledge and agree that your use of such Third Party Content is subject to all these terms.
8.3 Service features that interoperate with Third Party Content depend on the continuing availability of such third party services and materials for use with the Service. If the third party providers of such services or materials cease to make the services or materials available on reasonable terms for the Services, we may cease providing such Service features.
9. Disclaimers and Limits of Liability.
9.1 THIS SITE AND ALL CONTENT AND SERVICES AVAILABLE ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE, BY YOUR USE OF THIS WEBSITE THAT YOUR USE IS AT YOUR SOLE RISK AND THAT HAYMAKER AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“AFFILIATES”) SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF THIS SITE AND SERVICE.
9.2 IN PARTICULAR AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HAYMAKER AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE WEBSITE OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE WEBSITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HAYMAKER AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE WEBSITE OR MOBILE APPLICATIONS; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (D) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE WEBSITE OR MOBILE APPLICATIONS; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE WEBSITE; OR (F) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE WEBSITE.
9.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HAYMAKER OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR THE INDIRECT LOSS OF PROFIT, REVENUE, OR DATA) ARISING OUT OF OR RELATING TO THE SITE OR SERVICES HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE, OR OTHER TORT THEORY OF LIABILITY) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
9.4 Some jurisdictions do not allow the limitation or exclusion of certain implied warranties, liability, incidental or consequential damages, so certain provisions of this Agreement may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any warranty or limit our liability, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such law
10. Indemnification.
10.1 To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Haymaker, its parent, subsidiary and other affiliated companies, independent contractors, service providers and consultants, and their respective employees, contractors, agents, officers, and directors (“Haymaker Indemnitees”) from any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, and expenses (including attorneys’ fees) (“Claims”) that arise from or relate to your use or misuse of the Sites, violation of these Terms, violation of any rights of a third party, any user content or ideas you provide, or your conduct in connection with the Site. Notwithstanding the foregoing, this indemnification provision shall not apply to any Claims caused by a Haymaker Indemnitee’s sole negligence. Haymaker reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate in asserting any available defenses
10.2 This Section 9 (Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of Claim described in this Section.
11. Changes to Agreement.
Haymaker reserves the right to make changes, modifications, amendments, and/or updates to this Service and the Agreement. When these changes are made, we will make a new copy of the Agreement available on this Site. Changes to the Agreement shall be effective when posted. You understand and agree that continued use of the Site after the Agreement has changed will be treated as your acceptance of the updated Agreement.
12. Term and Termination.
This Agreement commences on the date you accept it and continues until terminated in accordance with this paragraph. You may terminate your use of the Service without cause at any time upon written notice to us. We may terminate access to and use of the Service (a) at any time with or without cause, upon notice to you or (b) upon termination of your relationship with Haymaker for any reason. Sections 3 (Proprietary Rights), 7 (Links and Third Party Content), 8 (Disclaimers and Limits of Liability), 9 (Indemnification), 13 (Governing Law) and 15 (Arbitration), 16 (Limitation on Time to File Claims), and 17 (Miscellaneous) shall survive any termination or expiration of this Agreement.
13. Sanctions and Export Controls.
This license agreement is expressly made subject to any laws, regulations, orders or other restrictions which may be imposed by the Government of the United States of America on the transaction of business activities with certain countries or nationals or residents of certain countries. Services are not available through Haymaker to any Restricted Entity (as defined below). You represent and warrant that neither you nor your organization is a Restricted Entity nor are you or your organization using the Services on behalf of or for the benefit of a Restricted Entity. "Restricted Entity" shall mean any individual or organization owned or controlled by, or acting as an agent for, any person or entity with whom a U.S. citizen, national, or company organized under the laws of or operating in the U.S. is prohibited from engaging in transactions by U.S. laws, including without limitation, a person on the Specially Designated Nationals List published by the U.S. Department of the Treasury's Office of Foreign Assets Control.
14. Governing Law.
This Agreement shall be governed by the laws of the State of Florida, without reference to the principles of conflicts of laws thereof. You agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) and Uniform Computer Information Transactions Act (UCITA), as adopted by any state, are specifically excluded from application to this Agreement.
15. Injunctive Relief.
You acknowledge and agree that any violation of the Agreement relating to the disclosure, use, copying, distribution, display or publishing of the content made available through the Service by us or by third party licensors, including any software licensed hereunder, may result in irreparable injury and damage to Haymaker or its licensors that may not be adequately compensable in money damages, and for which Haymaker will have no adequate remedy at law. You, therefore, consent and agree that Haymaker may obtain injunctions, orders, or decrees as may be reasonably necessary to ensure compliance with this Agreement. You hereby waive any requirement of the posting of a bond that may apply for issuance of any injunctions, orders, or decrees.
16. Arbitration; Venue
16.1 Any controversy or claim arising out of, or relating to, these Terms of Use, or breach thereof, shall be settled by binding arbitration in accordance with the governing law as determined by these Terms of Use, the Federal Arbitration Act (insofar as it governs the arbitrability of such controversy or claim), and the Commercial Arbitration Rules (excluding Expedited Procedures) of the American Arbitration Association in Jacksonville, Florida. Three qualified arbitrators shall be appointed in accordance with the Commercial Arbitration Rules (excluding Expedited Procedures) of the American Arbitration Association and these Terms of Use. Each party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure. A stenographer shall be present at the arbitration proceedings and the stenographic record shall be the official record of the proceeding. The arbitrators shall provide written findings of fact and conclusions of law in justification of any arbitration award. The Company shall have the right of appeal of any decision by the arbitrators by filing a request for reconsideration of any arbitration decision with the American Arbitration Association. Upon receiving such a request, the American Arbitration Association shall reconsider the matter de novo using the foregoing procedures. Should the arbitration award be inconsistent with the governing law as specified by these Terms of Use, the Company may immediately appeal the arbitration award to any court of competent jurisdiction over the Company. Judgment on the award rendered by the arbitrators may be entered in any court having competent jurisdiction over the parties, unless a subsequent request for reconsideration has been filed by the Company under this Section, or the award has been appealed to a court of competent jurisdiction under this Section.
16.2 The parties waive any right to participate in or bring representative claims on behalf of a class of individuals, on behalf of the public, as a private attorney general, or otherwise (the “class action waiver”). Except for this class action waiver, this clause may be severed or modified if necessary to render it enforceable under the Federal Arbitration Act.
16.3 Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website, and allowed pursuant to this Section, shall be instituted exclusively in the federal courts of the United States in Jacksonville, Florida or the state courts of Florida located in Jacksonville, Florida. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
17. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
18. Miscellaneous
18.1 We may assign our rights and obligations under this Agreement, without notice, to: (a) any affiliate of Haymaker; or (b) any party or its affiliate acquiring all or substantially all of the assets or stock by merger or otherwise of Haymaker or any affiliate of Haymaker. This Agreement may not be assigned by you without our prior written consent. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.
18.2 Questions or comments regarding the Service or the Agreement should be directed to Haymaker at:
Support@haycc.com;
Or
822 Hwy A1A
Suite 310
Ponte Vedra Beach, FL 32082