ALLFALFA INC.
General Terms and Conditions
These General Terms and Conditions (this “Agreement”) are by and between you (“you”) and Allfalfa Inc., a Wyoming Corporation (“Allfalfa”, “we”, or “us”).
Your understanding and acceptance of this Agreement is a condition required for your use of the Allfalfa Site and Service, and is binding on you. This Agreement may be modified from time to time by us, and will be binding when posted on the Site. You will receive reasonable notice of any material changes to this Agreement, and will be given an opportunity to read and agree to such material changes.
This Agreement includes and integrates all other terms and conditions that Allfalfa may post to the Site from time to time, including but not limited to the Allfalfa Privacy Policy.
Additional definitions applicable to this Agreement are at the end of this Agreement.
Registration
An Allfalfa account (“Account”) may only be created by a valid User (which shall refer to an individual over the age of 18, which condition you hereby represent you fulfill). In order to verify that you are a valid User, we may collect certain personal information from you (the collection, use, and storage of which is governed by our Privacy Policy), and you hereby agree to present such personal information honestly.
Password, User Information and
Security
You hereby agree to maintain the security of your password and all other information assigned to you for the purpose of verifying the integrity of the Site. You are responsible for maintaining the confidentiality all passwords and unique identifiers, and are fully responsible for all activities that occur under your password or user name. You agree promptly to notify Allfalfa of any unauthorized use of your password or account or any other breach of security. Allfalfa cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement.
General Authorization: Collection And Disclosure of Information
By accepting this Agreement, you authorize Allfalfa to collect, store, and transmit to other Users information that you may provide to Allfalfa from time to time, in accordance with the Allfalfa Privacy Policy.
Responsibility for Minors
In the event that your
minor child accesses the Site in violation of these Terms, you recognize that
you are fully responsible for: (i) the online conduct of your child; (ii)
controlling your child’s access to and use of the Services; and (iii) the
consequences of any use or misuse of the Services by your child.
Allfalfa shall not be responsible for monitoring your minor child’s use of the Site, nor shall we be responsible for listings on the Site that are, in your opinion, inappropriate for your child’s use. Allfalfa shall have no liability for damages on account of your child’s use of the Site.
Payment Processing and Schedule
Stripe Inc. (“Stripe”) is Allfalfa’s primary payment processor. Stripe will collect your credit card information and store it on file for use in authentication and for the purpose of processing payments to Providers.
Stripe deducts from the gross Fee paid to Providers the following Service Fee:
· Paid Listings: up to 12 % of gross Fee
· Payment Processing: Included in Service Fee.
· Free Listings: No fees.
Stripe then forwards the residual amount to the appropriate Provider. So, for example, if a Class is booked by one Student for a gross Fee of $100, the Provider receives $88.
Allfalfa will generally withhold payments to Providers until the occurrence of the relevant Class session is independently verified. Allfalfa may release payment to Providers earlier or later than such occurrence or verification, in the interest of maintaining an equitable marketplace.
Allfalfa may refund payments in its sole discretion. In general, Allfalfa will process refunds to Students according to the then-current cancellation policy chosen by the Teacher. In the event there is a dispute over payments, Allfalfa will make its commercially reasonable efforts to resolve the dispute in an equitable fashion. If the Student has confirmed delivery of a Session or Course, such confirmation shall serve as clear and convincing evidence that such Session or Course was delivered in good faith.
In addition to the terms herein, payment processing through the Site is subject to Stripe’s standard terms and conditions, which may be modified in Stripe’s sole discretion: https://stripe.com/ssa
Paypal Inc. is Allfalfa's secondary payment processor. Because Allfalfa does not have direct control over payment flows through Paypal, disputes regarding payments made through Paypal must be resolved independently by the Teacher and Student, and through the Paypal disputes portal: https://www.paypal.com/us/webapps/mpp/security/buyer-protection-resolution.
Allfalfa is not responsible for any act or omission of its payment processor or any other third party. Allfalfa makes no representation or warranty as to the adequacy or performance of its payment processor or any other third party.
Security
You agree to provide Allfalfa with sufficient information about you personally to allow Allfalfa to maintain the security of the Site; and you agree to participate in any and all security verification steps that Allfalfa may require.
Allfalfa may choose to offer its Users (Providers and Students) the ability to authenticate themselves through a third-party service, or Allfalfa may choose to offer no such third-party services. Allfalfa does not perform authentication of Users in-house.
It is the responsibility of individual Users to decide whether or not to engage with each other. Allfalfa makes no representation or warranty as to the efficacity or sufficiency of the authentication mechanisms offered through the Site.
Listings
Allfalfa runs a curated Site. Allfalfa actively monitors its Listings, and may modify or cancel Listings in its sole discretion. If you have a complaint about a listing, please notify us via email at allfalfa@allfalfa.com. Please put “COMPLAINT” in the subject line.
Listings are subject, at minimum, to the following conditions. If Allfalfa becomes aware of any violation of these conditions, we reserve the right to remove the listing at issue.
- Valid listings are those not materially inappropriate, in our sole discretion, for the group to which they are available.
- Listings shall not be obscene or vulgar. Listings shall not deal in firearms, prostitution, drugs, any banned goods or substances, unreasonably dangerous objects, or goods otherwise not suitable for common use.
- Listings shall not contain any material misrepresentations about the quality or nature of the services offered.
- Listings shall not offer knowledge or skills that are not in the possession of the Provider.
- Listings shall be genuine offers to provide the Class listed.
Notwithstanding the foregoing, Allfalfa shall not have the duty or responsibility to remove or police Listings that do not comply with the terms in this Section. You are solely responsible for choosing in what manner you engage with Providers and the Site.
Bookings
Bookings through the Site are subject to the following conditions:
- When you confirm a Booking as a Student, you enter into a legally binding contract with Allfalfa to pay the Fees set forth in the Booking. Your obligation to pay the relevant Fees does not depend on whether or not you attend the Class in which you enrolled. Changes to bookings and cancellations will be processed by Allfalfa, at the discretion of the Provider.
- When you receive a Booking as a Provider, you enter into a legally binding contract with Allfalfa to provide the Class or services set forth in the Booking, in good faith and with such care and skill as an ordinary individual would be expected to provide them. If you fail to uphold this obligation, Allfalfa may grant your Student(s) a refund, and process such a refund from your linked account.
- There is no requirement that a Booking consist of an exchange of equal value. For example, a Class with a $5 market value may be booked for $100 if both parties agree - and vice versa.
- Each Booking must be confirmed by the respective Provider within three (3) days after the initial booking request. After confirmation, a Booking shall be binding and subject to cancellation policies. If a Provider fails to confirm a booking, the Student's payment shall be returned.
- Parties shall have no right to use self-help in inducing performance of a Class or payment of Fees.
- Failed Bookings should be referred to Allfalfa@allfalfa.com. Please put “DISPUTE” in the subject line.
- Failed Bookings shall be subject to a $50 fee, payable to Allfalfa by the party who has refused to settle. You hereby authorize us to deduct this fee from your payment method on file in the event that we believe that you have unjustifiably failed to settle a Booking.
- We do not transfer legal ownership of any item from one party to another.
Disputes; Remedies
- Allfalfa fields and attempts to resolve disputes regarding misrepresentations in Listings on the Site. If a party to a Booking has made a material misrepresentation that goes to an essential matter in a Booking, the party making the misrepresentation may have his or her Account terminated, and/or be subject to a penalty (to be debited from that party’s payment method on file) and the injured party may be eligible for a credit.
- Issues regarding misrepresentations should be referred to Allfalfa@allfalfa.com. Please put “DISPUTE” in the subject line.
- LIMITATION ON CLAIMS. All claims relating to failed or misrepresented Bookings shall be lodged through Allfalfa within five (5) days of the failed or allegedly misrepresented transaction. Any claim submitted after this period will be void.
Authorization to Contact You For Administrative Matters
You hereby authorize us to contact you, at the email address(es) and telephone number(s) you provide, regarding the following issues:
- Any reason relating to your Account or your use of the Site and/or Services.
- Disputed Bookings.
- Lack of current payment information.
- For any reason that you have consented to or might consent to in the future, including marketing purposes.
- For the purpose of enforcing our rights under this Agreement and any other agreement we may have with you, now or in the future.
We will not share your contact information with any third party, except for the purpose of debt collection regarding any fees owed to us under this or any other agreement between you and Allfalfa.
User Conduct
You acknowledge and
agree that all Content, whether posted or transmitted, is the sole
responsibility of the person or owner of the Profile from which such Content
originated. This means that you, and not Allfalfa, are entirely responsible for
all Content that you or your children upload, post, e-mail or otherwise
transmit via the Service.
The Service may only be used for the intended purpose for which this Service is
being made available. The intended purpose of Service is to provide an online
marketplace for education and entertainment.
You agree not to:
- Post, message, otherwise transmit, or post links to any Content, or select any User Name that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable.
- Post, message, otherwise transmit, or post links to any Content that promotes illegal activity, including without limitation the provision of instructions for illegal activity.
- Harm Users in any way.
- Make any sexual request on behalf of a minor or make any sexual request of a minor.
- "Stalk" or otherwise harass another individual.
- Collect or store personally identifying information about other users for commercial or unlawful purposes.
- Impersonate any person or entity, including, but not limited to, an Allfalfa official, employee, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity.
- Employ misleading User Names or Profiles or falsify information in any part of any communication, including messages, transmitted through the Service.
- Post, message, otherwise transmit, or post links to any Content that you do not have a right to transmit under any law or regulation.
- Post, message, or otherwise transmit, or post links to any Content that facilitates hacking.
- Post, message, otherwise transmit, or post links to any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose.
- Upload, post, message, otherwise transmit, or post links to any material that contains software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Service.
- Do anything contrary to United States of America Law, or Local, or International Law.
Termination
Your Account may be terminated, and any remaining balance forfeited if we believe misuse or abuse of the Site or Service has occurred, or any of the terms of use of the Site have been violated. Notwithstanding such termination, we reserve the right to take legal action against you for any contravention of this or any other agreement between you and Allfalfa.
Trademarks; Licenses
Use of any trademark, service mark, or name of Allfalfa for commercial purposes
is forbidden without written consent.
Content of a Listing may be used by Allfalfa for general promotional purposes, for which you grant Allfalfa a nonexclusive, revocable, worldwide license. If you wish to revoke this license, please email allfalfa@allfalfa.com.
Disclaimer of Warranties; Limitation
of Liability
We work hard to keep our Site and Services functioning properly, but we cannot guarantee the availability or sufficiency of our Site or Services. The Services may be subject to interruptions, errors, or delays outside of our control.
You hereby agree that you are making use of the Site and Services at your own risk, and that they are being provided to you on an “AS-IS” and “AS AVAILABLE” basis. To the extent permitted by applicable law, we hereby disclaim all express or implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
We make no representation or warranty that the Site or Services will be suitable for use by any person or organization.
In addition, neither we nor our affiliates, officers, directors, agents, employees, or assigns shall be liable for:
- your or your child’s use or inability to use the Site or Services;
- the value of any Booking;
- delays or disruptions in the Site or Services;
- viruses or any malicious software obtained by the use of the Site or Services;
- glitches, bugs, or inaccuracies of any kind in the Site or Services;
- damage to your hardware arising from your use of the Site or Services;
- the content, listings, actions or inactions of any User or third party;
- damages resulting from a suspension of your Account due to breach of this or any agreement with us; or
- your need to alter behavior or business practices as a result of alterations in this or any agreement with us.
Notwithstanding the foregoing, if we are found to be liable for damages to you under any theory of liability, our liability to you or any third party shall be limited to the greater of (1) your payments to us in the twelve (12) months preceding the filing of the claim at issue and (2) $100.
General Release
If you have a dispute with one or more Users or third parties, you release us (and our affiliates, officers, directors, agents, employees, and assigns) from any and all claims, demand, or damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections, statutory or otherwise, that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
General Limitation of Damages
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ALLFALFA BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM THE USE OR INABILITY TO USE THE SITE, INCLUDING WITHOUT LIMITATION USE OF OR RELIANCE ON THE SITE, INTERRUPTIONS, ERRORS, DEFECTS, MISTAKES, OMISSIONS, DELETIONS OF FILES, DELAYS IN OPERATION OR TRANSMISSION, NONDELIVERY OF INFORMATION, DISCLOSURE OF COMMUNICATIONS, OR ANY OTHER FAILURE OF PERFORMANCE.
Release and Indemnity
YOU HEREBY RELEASE AND
WAIVE ANY AND ALL CLAIMS AND/OR LIABILITY AGAINST ALLFALFA ARISING FROM OR IN
CONNECTION WITH YOUR OR YOUR CHILD’S USE OF ALLFALFA. YOU ALSO AGREE TO DEFEND,
INDEMNIFY AND HOLD HARMLESS, ALLFALFA, FROM AND AGAINST, ANY AND ALL CLAIMS OR
LIABILITY, INCLUDING COSTS AND ATTORNEYS FEES, ARISING FROM OR IN CONNECTION WITH
YOUR OR YOUR CHILD’S USE OF THE SITE OR SERVICE OR FAILURE TO ABIDE BY
APPLICABLE LAW.
Legal Disputes
PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS BETWEEN YOU AND ALLFALFA WILL BE RESOLVED.
You and Allfalfa agree that any claim arising from this Agreement, any other agreement between you and Allfalfa, or your use of the Site or Services will be resolved in accordance with this Section.
Applicable Law: You agree that any claim or dispute arising between you and Allfalfa shall be governed by the laws of the State of Wyoming, without reference to the conflict of laws principles of the State of Wyoming.
Agreement to Arbitrate: You and Allfalfa agree that any claim or dispute arising between you and Allfalfa regarding this Agreement, any other agreement between you and Allfalfa, or your use of the Site or Services shall be resolved through final and binding arbitration, rather than in court. The Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement to Arbitrate.
Prohibition of Class and Representative Actions and Non-Individualized Relief
You and Allfalfa agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Allfalfa agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims, and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by such party’s individual claim. No relief awarded may affect other Users.
Arbitration Procedures
An arbitrator shall apply the terms of this Agreement and any other agreement between you and Allfalfa as a court would. A court of competent jurisdiction shall decide the issue of arbitrability, if applicable.
The arbitration shall be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, as modified by this Agreement, including AAA’s Supplementary Procedures for Consumer Related Disputes.
A party seeking arbitration must first send to the other, by certified mail, a completed Notice of Dispute. Notices of Dispute against Allfalfa must be sent to: Allfalfa Inc., PO Box 3911, Jackson, WY 83001.
The forum of arbitration shall be Teton County, Wyoming.
If a dispute cannot be resolved within 30 days after a notice is sent, either party may initiate arbitration proceedings. Arbitration forms may be found on the AAA’s website at: www.adr.org. The initiating party must send the initiation form certified mail to the other party.
The arbitrator shall decide the substance of all claims in accordance with the laws of the State of Wyoming, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Users, but shall be bound by the principles of claim preclusion and issue preclusion.
Severability; Judicial Forum
In the event an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
In the event an arbitrator or court finds this Agreement to Arbitrate unenforceable such that your case will not be tried by an arbitrator, you agree that all claims brought against Allfalfa shall be brought in the Federal District Court for the District of Wyoming, or if there be no subject matter jurisdiction in such forum, in the Wyoming District Court for the 9th Judicial District, Jackson, Wyoming; and you hereby submit to the personal jurisdiction of such court.
General Provisions
Allfalfa is located at 110 E Broadway Ave., Jackson, Wyoming 83001.
Except as otherwise provided in this Agreement, if any provision of this Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this Agreement, by providing notice of such assignment.
Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
We may amend this Agreement at any time by posting the amended terms on www.Allfalfa.com. Our right to amend this Agreement includes the right to modify, add to, or remove terms in the Agreement. We will provide you 30 days notice by posting the amended terms. Additionally, we will notify you through your Account. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the Agreement through an electronic click-through. This Agreement may not otherwise be amended except through mutual agreement by you and a Allfalfa representative who intends to amend this Agreement and is duly authorized to agree to such an amendment.
The policies posted on our Sites may be changed from time to time. Changes take effect when we post them on the Allfalfa Site.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.
This Agreement, the Privacy Policy, and all polices set forth the entire understanding and agreement between you and Allfalfa and supersede all prior understandings and agreements of the parties.
The following Sections survive any termination of this User Agreement: Fees, Content, Disclaimer of Warranties; Limitation of Liability; Indemnity, and Legal Disputes.
Definitions
“Account” is an account on the Site.
“Booking” means a User’s agreement to purchase Services through the Site.
“Class” means an class, session, demonstration, tour, performance, or similar event, and need not fall within the traditional understanding of a formal “class” in a school or university.
“Content” means information, text, music, sound, photographs, pictures, graphics, video, messages, files, or other materials.
“Counterparty” means a User with whom another User corresponds regarding a Trade, or any other matter.
“Fee” means the money paid through, or to, Allfalfa or any third party, in exchange for the Services, the provision of a Class or Classes, or any other service (i.e. payment processing).
“Listing” means a web page or advertisement for a Class.
“Network” means those Users with whom your child has established a virtual connection through the Site, and thereby authorized to view your child’s listings. “Parent” means parent or legal guardian.
“Offer” means any offer to consider or enter into a Trade.
“Party” or “party” means a Provider or Student engaged in a Booking.
“Profile” means a web page customized by a User, which page may include, without limitation the User’s User Name, Listings, background, and interests.
“Provider” means an individual or organization who creates a Class on the Site.
“Service” means the maintenance of an online marketplace and all associated services and activities, as may be modified at any time in the sole discretion of Allfalfa.
“Site” means “Allfalfa.com” or its affiliated websites, mobile apps, web apps and other means established by Allfalfa for accessing the Service.
“Student” means an individual or organization engaged in a Class as a recipient of the services of a Provider.
“Trade” means a transaction between two Users.
“User” means an individual who has access to the Site.
“User Name” means an alias created for use on the Site.