The Wildflower Foods Company
Terms of Service
Last Updated: August 30, 2021
Thank you for using Wildflower Foods!
These Terms of Service (“Terms”) are a binding legal agreement between you and The Wildflower Foods Company that govern your use of the websites, applications, and other offerings from Wildflower Foods (collectively, the “Wildflower Foods Platform”). When used in these Terms, “Wildflower Foods,” “we,” “us,” or “our” refers to the Wildflower Foods entity set out on Schedule 1 with whom you are contracting.
The Wildflower Foods Platform offers an online venue that enables users (“Members”) to publish, offer, search for, and order food. Members who publish and offer goods and services are “Providers” and Members who search for, order, or use goods and services are “Consumers.” Providers offer food (“Food”) and other services (collectively, “Provider Services,” and each Provider Service offering, a “Listing”). You must register an account to access and use many features of the Wildflower Foods Platform, and must keep your account information accurate. As the provider of the Wildflower Foods Platform, Wildflower Foods does not own, control, offer or manage any Listings or Provider Services. Wildflower Foods is not a party to the contracts concluded directly between Providers and Consumers. Wildflower Foods is not acting as an agent in any capacity for any Member. To learn more about Wildflower Foods’s role see Section 16.
We maintain other terms and policies that supplement these Terms like our Privacy Policy, which describes our collection and use of personal data.
If you Provider, you are responsible for understanding and complying with all laws, rules, regulations and contracts with third parties that apply to your Provider Services.
If you register to create an account to receive payments via our application, you expressly authorize Wildflower Foods service provider, Dwolla, Inc. to originate credit transfers to your financial institution account. You authorize us to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. Dwolla’s Privacy Policy is available here.
Consumer Terms
1. Our Mission.
Our mission is to help communities help themselves through the joy of sharing food.
2. Searching and ordering on Wildflower Foods.
2.1 Searching. You can search for Provider Services by using criteria like the type of Provider Service, dates, and proximity. You can also use filters to refine your search results. Search results are based on their relevance to your search and other criteria. Relevance considers factors like price, availability, Reviews, customer service and cancellation history, popularity, previous orders and saved Listings, Provider requirements, and more. Learn more about search results in our Help Center.
2.2 Ordering. When you order a Listing, you are agreeing to pay all charges for your ordering including the Listing price, applicable fees like Wildflower Foods’s service fee, offline fees, taxes, and any other items identified during checkout (collectively, “Total Price”). When you receive the ordering confirmation, a contract for Provider Services (sometimes called an Order in these Terms) is formed directly between you and the Provider. The cancellation policy and any other rules, standards, policies, or requirements identified in the Listing or during checkout form part of your contract with the Provider.
3. Cancellations, Refunds and ordering Modifications.
3.1 Cancellations and Refunds. In general, if as a Consumer you cancel an order, the amount refunded to you is determined by the cancellation policy that applies to that order. But, in certain situations, other policies take precedence and determine what amount is refunded to you. If something outside your control forces you to cancel an order, you may be eligible for a partial or full refund under our Extenuating Circumstances Policy. If the Provider cancels, or you experience an issue, you may be eligible for reordering assistance or a partial or full refund under the Consumer Refund Policy. Different policies apply to certain categories of Listings; for example Experiences orders are governed by the Experiences Consumer Refund Policy. See each Policy for details about what is covered, and what refund applies in each situation.
3.2 Ordering Modifications. Consumers and Providers are responsible for any ordering modifications they agree to make via the Wildflower Foods Platform or direct Wildflower Foods customer service to make on their behalf ("Ordering Modifications"), and agree to pay any additional amounts, fees, or taxes associated with any ordering Modification.
4. Your Responsibilities and Assumption of Risk.
4.1 Your Responsibilities. You are responsible and liable for your own acts and omissions. For example, this means you must act with integrity, treat others with respect, and comply with applicable laws at all times. If you are ordering for an additional guest who is a minor or if you bring a minor to a Provider Service, you must be legally authorized to act on behalf of the minor and you are solely responsible for the supervision of that minor.
4.2 Your Assumption of Risk. You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Wildflower Foods Platform and any Content (as defined in Section 10), including your Order, use of any other Provider Service, or any other interaction you have with other Members whether in person or online. This means it is your responsibility to investigate a Provider Service to determine whether it is suitable for you. For example, Provider Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Provider Services.
Provider Terms
5. Providing on Wildflower Foods.
5.1 Provider. As a Provider, Wildflower Foods offers you the opportunity to share your food with our vibrant community of Consumers - and earn money doing it. It’s easy to create a Listing and you are in control of how you offer food - you set your price, availability, and rules for each Listing.
5.2 Contracting with Consumers. When you accept an ordering request, or receive an ordering confirmation through the Wildflower Foods Platform, you are entering into a contract directly with the Consumer, and are responsible for delivering your Provider Service under the terms and at the price specified in your Listing. You are also agreeing to pay applicable fees like Wildflower Foods’s service fee (and applicable taxes) for each ordering. Wildflower Foods Payments will deduct amounts you owe from your payout unless we and you agree to a different method. Any terms, policies or conditions that you include in any supplemental contract with Consumers must: (i) be consistent with these Terms, our Policies, and the information provided in your Listing, and (ii) be prominently disclosed in your Listing description.
5.3 Independence of Providers. Your relationship with Wildflower Foods is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Wildflower Foods, except that Wildflower Foods Payments acts as a payment collection agent. Wildflower Foods does not direct or control your Provider Service, and you agree that you have complete discretion whether and when to provide Provider Services, and at what price and on what terms to offer them.
6. Managing Your Listing.
6.1 Creating and Managing Your Listing. The Wildflower Foods Platform provides tools that make it easy for you to set up and manage a Listing. Your Listing must include complete and accurate information about your Provider Service, your price, or other charges that apply to your Consumers or Listing. You are responsible for keeping your Listing information (including calendar availability) and content (like photos) up-to-date and accurate at all times. We recommend that you obtain appropriate insurance for your Provider Services and suggest you carefully review policy terms and conditions including coverage details and exclusions.
6.2 Know Your Legal Obligations. You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your Listing or Provider Services. For example: Some jurisdictions require Providers to register, get a permit, or obtain a license before providing certain Provider Services. In some places, the Provider Services you want to offer may be prohibited altogether. You are responsible for handling and using personal data of Consumers and others in compliance with applicable privacy laws and these Terms, including our Provider Privacy Standards. If you have questions about how local laws apply you should always seek legal advice.
6.3 Search Ranking. The ranking of Listings in search results on the Wildflower Foods Platform depends on a variety of factors, including these main parameters:
Consumer search parameters (e.g. number of Consumers, time and duration of the order, price range),
Listing characteristics (e.g. price, calendar availability, number and quality of images, Reviews, type of Provider Service, Provider status, age of the Listing, average Consumer popularity),
Consumer ordering experience (e.g. customer service and cancellation history of the Provider, ease of ordering),
Provider requirements, and
Consumer preferences (e.g. previous orders, saved Listings, location from where the Consumer is searching).
Search results may appear different on our mobile application than they appear on our website. Wildflower Foods may allow Providers to promote their Listings in search or elsewhere on the Wildflower Foods Platform by paying an additional fee. More information about the factors that determine how your Listing appears in search results, our current promotional programs (if any), and how we identify promoted Content can be found in our Help Center.
6.4 Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your Provider Services. You are responsible for setting your price and establishing rules and requirements for your Listing. You must describe any and all fees and charges in your Listing description and may not collect any additional fees or charges outside the Wildflower Foods Platform except those expressly authorized by our Offline Fee Policy. Do not encourage Consumers to create third-party accounts, submit reviews, provide their contact information, or take other actions outside the Wildflower Foods Platform in violation of our Off-Platform Policy.
6.5 Providing as a Team or Organization. If you work with a co-host or host as part of a team, business, or other organization, the entity and each individual who participates in providing Provider Services is responsible and liable as a Provider under these Terms. If you accept terms or enter into contracts, you represent and warrant that you are authorized to enter into contracts for and bind your team, business or other organization, and that each entity you use is in good standing under the laws of the place where it is established. If you perform other functions, you represent and warrant that you are authorized to perform those functions. If you instruct Wildflower Foods to transfer a portion of your payout to a co-host or other Providers, or to send payments to someone else, you must be authorized to do so, and are responsible and liable for the payment amounts and accuracy of any payout information you provide.
6.6 Your Assumption of Risk. You acknowledge that hosting carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the Wildflower Foods Platform, offering Provider Services, or any interaction you have with other Members whether in person or online. You agree that you have had the opportunity to investigate the Wildflower Foods Platform and any laws, rules, regulations, or obligations that may be applicable to your Listings or Provider Services and that you are not relying upon any statement of law made by Wildflower Foods.
7. Cancellations and ordering Modifications.
7.1 Cancellations. In general, if a Consumer cancels a order, the amount paid to you is determined by the cancellation policy that applies to that order. As a host, you should not cancel on a Consumer without a valid reason under our Extenuating Circumstances Policy or applicable law. If you cancel on a Consumer without such a valid reason, we may impose a cancellation fee and other consequences. If an Extenuating Circumstance arises, or an order is cancelled under Section 13 of these Terms, the amount you are paid will be reduced by the amount we refund or otherwise provide to the Consumer, and by any other reasonable costs we incur as a result of the cancellation. If a Consumer receives a refund after you have already been paid, or the amount of the refund and other costs incurred by Wildflower Foods exceeds your payout, Wildflower Foods (via Wildflower Foods Payments) may recover that amount from you, including by offsetting the refund against your future payouts. You agree that Wildflower Foods’s Consumer Refund Policy, Extenuating Circumstances Policy, and these Terms preempt the cancellation policy you set in situations where they allow for the cancellation of an order and/or the issuance of refunds to Consumers. If we reasonably expect to provide a refund to a Consumer under one of these policies, we may delay release of any payout for that order until a refund decision is made. If you Provider an Experience please note that the Experience Cancellation Policy, Experiences Consumer Refund Policy and different cancellation fees and consequences apply to your orders. See each Policy for details about what is covered, and what your payout will be in each situation.
7.2 Ordering Modifications. Providers and Consumers are responsible for any ordering Modifications they agree to make via the Wildflower Foods Platform or direct Wildflower Foods customer service to make on their behalf, and agree to pay any additional amounts, fees or taxes associated with an ordering Modification.
8. Taxes.
8.1 Provider Taxes. As a host, you are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit, or include in your price any applicable VAT or other indirect taxes, occupancy taxes, tourist, income, or other taxes ("Taxes").
8.2 Collection and Remittance by Wildflower Foods. In jurisdictions where Wildflower Foods facilitates the collection and/or remittance of Taxes on behalf of Providers, you instruct and authorize Wildflower Foods to collect Taxes on your behalf, and/or to remit such Taxes to the relevant Tax authority. Any Taxes that are collected and/or remitted by Wildflower Foods are identified to Members on their transaction records, as applicable. Wildflower Foods may seek additional amounts from Members (including by deducting such amounts from future payouts) in the event that the Taxes collected and/or remitted are insufficient to fully discharge that Members’ tax obligations, and you agree that your sole remedy for Taxes collected by Wildflower Foods is a refund from the applicable Tax authority. You acknowledge and agree that we retain the right, with prior notice to affected Members, to cease the collection and remittance of Taxes in any jurisdiction for any reason.
8.3 Tax Information. In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provided. You agree that Wildflower Foods may issue on your behalf invoices or similar documentation for VAT, GST, consumption or other Taxes for your Provider Services to facilitate accurate tax reporting by you, our Consumers, and/or their organizations.
General Terms
9. Reviews.
After each Provider Service, Consumers and Providers will have an opportunity to review each other. Your Review must be accurate and may not contain any discriminatory, offensive, defamatory, or other language that violates our Content Policy or Review Policy. Reviews are not verified by Wildflower Foods for accuracy and may be incorrect or misleading.
10. Content.
Parts of the Wildflower Foods Platform enable you to provide feedback, text, photos, audio, video, information, and other content (collectively, “Content”). By providing Content, in whatever form and through whatever means, you grant Wildflower Foods a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, publish and otherwise exploit, that Content, without limitation. If Content includes personal information, our Privacy Policy describes how we use that personal information. Where Wildflower Foods pays for the creation of Content or facilitates its creation, Wildflower Foods may own that Content, in which case supplemental terms or disclosures will say that. You are solely responsible for all Content that you provide and warrant that you either own it or are authorized to grant Wildflower Foods the rights described in these Terms. You are responsible and liable if any of your Content violates or infringes the intellectual property or privacy rights of any third party. Content must comply with our Content Policy and Nondiscrimination Policy, which prohibit, among other things, discriminatory, obscene, harassing, deceptive, violent, and illegal content. You agree that Wildflower Foods may make available services or automated tools to translate Content and that your Content may be translated using such services or tools. Wildflower Foods does not guarantee the accuracy or quality of translations and Members are responsible for confirming the accuracy of such translations.
11. Fees.
Wildflower Foods may charge fees (and applicable Taxes) to Providers and Consumers for use of the Wildflower Foods Platform. More information about when service fees apply and how they are calculated can be found on our Service Fees page. Except as otherwise provided on the Wildflower Foods Platform, service fees are non-refundable. Wildflower Foods reserves the right to change the service fees at any time, and will provide Members notice of any fee changes before they become effective. Fee changes will not affect orderings made prior to the effective date of the fee change. If you disagree with a fee change you may terminate this agreement at any time pursuant to Section 13.2.
12. Wildflower Foods Platform Rules.
12.1 Rules. You must follow these rules and must not help or induce others to break or circumvent these rules.
Act with integrity and treat others with respect
Do not lie, misrepresent something or someone, or pretend to be someone else.
Be polite and respectful when you communicate or interact with others.
Follow our Nondiscrimination Policy and do not discriminate against or harass others.
Do not scrape, hack, reverse engineer, compromise or impair the Wildflower Foods Platform
Do not use bots, crawlers, scrapers, or other automated means to access or collect data or other content from or otherwise interact with the Wildflower Foods Platform.
Do not hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Wildflower Foods Platform or Content.
Do not decipher, decompile, disassemble, or reverse engineer any of the software or hardware used to provide the Wildflower Foods Platform.
Do not take any action that could damage or adversely affect the performance or proper functioning of the Wildflower Foods Platform.
Only use the Wildflower Foods Platform as authorized by these Terms or another agreement with us
You may only use another Member’s personal information as necessary to facilitate a transaction using the Wildflower Foods Platform as authorized by these Terms.
Do not use the Wildflower Foods Platform, our messaging tools, or Members’ personal information to send commercial messages without the recipient’s express consent.
You may use Content made available through the Wildflower Foods Platform solely as necessary to enable your use of the Wildflower Foods Platform as a Consumer or Provider.
Do not use Content unless you have permission from the Content owner or the use is authorized by us in these Terms or another agreement you have with us.
Do not request, make, or accept an ordering or any payment outside of the Wildflower Foods Platform to avoid paying fees, taxes or for any other reason. See our Offline Fee Policy for exceptions.
Do not require or encourage Consumers to open an account, leave a review, complete a survey, or otherwise interact, with a third party website, application or service before, during or after a order, unless authorized by Wildflower Foods.
Do not engage in any practices that are intended to manipulate our search algorithm.
Do not order Provider Services unless you are actually using the Provider Services.
Do not use, copy, display, mirror or frame the Wildflower Foods Platform, any Content, any Wildflower Foods branding, or any page layout or design without our consent.
Honor your legal obligations
Understand and follow the laws that apply to you, including privacy, data protection, and export laws.
If you provide us with someone else’s personal information, you: (i) must do so in compliance with applicable law, (ii) must be authorized to do so, and (iii) authorize us to process that information under our Privacy Policy.
Read and follow our Terms, Policies and Standards.
Do not organize or facilitate unauthorized parties or events. You are responsible and liable for any party or event during your order that violates our rules for parties and events, as incorporated by reference herein.
Do not use the name, logo, branding, or trademarks of Wildflower Foods or others without permission.
Do not use or register any domain name, social media handle, trade name, trademark, branding, logo, or other source identifier that may be confused with Wildflower Foods branding.
Do not offer Provider Services that violate the laws or agreements that apply to you.
Do not offer or solicit prostitution or participate in or facilitate human trafficking.
12.2 Reporting Violations. If you believe that a Member, Listing or Content poses an imminent risk of harm to a person or property, you should immediately contact local authorities before contacting Wildflower Foods. In addition, if you believe that a Member, Listing or Content has violated our Standards, you should report your concerns to Wildflower Foods. If you reported an issue to local authorities, Wildflower Foods may request a copy of that report. Except as required by law, you agree that we are not obligated to take action in response to any report.
12.3 Copyright Notifications. If you believe that Content on the Wildflower Foods Platform infringes copyrights, please notify us in accordance with our Copyright Policy.
13. Termination, Suspension and other Measures.
13.1 Term. The agreement between you and Wildflower Foods reflected by these Terms is effective when you access the Wildflower Foods Platform (for example to create an account) and remains in effect until either you or we terminate the agreement in accordance with these Terms.
13.2 Termination. You may terminate this agreement at any time by sending us an email or by deleting your account. Wildflower Foods may terminate this agreement and your account for any reason at any time with or without advance notice via email or using any other contact information you have provided for your account. Wildflower Foods may also terminate this agreement immediately and without notice and stop providing access to the Wildflower Foods Platform if you breach these Terms, you violate our Policies, you violate applicable laws, or we reasonably believe termination is necessary to protect Wildflower Foods, its Members, or third parties. If your account has been inactive for more than two years, we may terminate your account without prior notice.
13.3 Member Violations. If (i) you breach these Terms, our Policies, or our Standards, (ii) you violate applicable laws, regulations, or third-party rights, or (iii) Wildflower Foods believes it is reasonably necessary to protect Wildflower Foods, its Members, or third parties; Wildflower Foods may, with or without prior notice:
suspend or limit your access to or use of the Wildflower Foods Platform and/or your account;
suspend or remove Listings, Reviews, or other Content;
cancel pending or confirmed orders; or
suspend or revoke any special status associated with your account.
For minor violations or where otherwise appropriate as Wildflower Foods determines in its sole discretion, you will be given notice of any intended measure by Wildflower Foods and an opportunity to resolve the issue. You may appeal actions taken by us under this Section by contacting customer service. If an order is cancelled under this Section, the amount paid to the Provider will be reduced by the amount we refund or otherwise provide to the Consumer, and by any other costs we incur as a result of the cancellation.
13.4 Legal Mandates. Wildflower Foods may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, including the measures described above in Section 13.3.
13.5 Effect of Termination. If you are a Provider and terminate your Wildflower Foods account, any confirmed ordering(s) will be automatically cancelled and your Consumers will receive a full refund. If you terminate your account as a Consumer, any confirmed ordering(s) will be automatically cancelled and any refund will depend upon the terms of the order’s cancellation policy. When this agreement has been terminated, you are not entitled to a restoration of your account or any of your Content. If your access to or use of the Wildflower Foods Platform has been limited, or your Wildflower Foods account has been suspended, or this agreement has been terminated by us, you may not register a new account or access or use the Wildflower Foods Platform through an account of another Member.
13.6 Survival. Parts of these Terms that by their nature survive termination, will survive termination of this agreement, including Sections 2 through 26.
14. Modification.
Wildflower Foods may modify these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the Wildflower Foods Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of any material changes by email at least 30 days before the date they become effective. If you disagree with the revised Terms, you may terminate this agreement immediately as provided in these Terms. If you do not terminate your agreement before the date the revised Terms become effective, your continued access to or use of the Wildflower Foods Platform will constitute acceptance of the revised Terms.
15. Resolving Complaints and Damage Claims.
If a Member provides evidence that another Member damaged their real or personal property ("Damage Claim"), the complaining Member can seek compensation through the Resolution Center. If the complaining Member escalates a Damage Claim to Wildflower Foods, the other Member will be given an opportunity to respond. If the responding Member agrees to pay, or Wildflower Foods determines in its sole discretion that they are responsible for the Damage Claim, Wildflower Foods via Wildflower Foods Payments can collect any sums required to cover the Damage Claim from the responding Member and/or against any security deposit. You agree that Wildflower Foods may seek to recover from you under any insurance policies you maintain and that Wildflower Foods may also pursue against you any remedies it may have available under applicable law. You agree to cooperate in good faith, provide any information Wildflower Foods requests, execute documents, and take further reasonable action, in connection with Damage Claims, Member complaints, claims under insurance policies, or other claims related to your provision or use of Provider Services.
16. Wildflower Foods’s Role.
We offer a platform that enables Members to publish, offer, search for, and order Provider Services. While we work hard to ensure our Members have great experiences using Wildflower Foods, we do not and cannot control the conduct of Consumers and Providers. You acknowledge that Wildflower Foods has the right, but does not have any obligation, to monitor the use of the Wildflower Foods Platform and verify information provided by our Members. For example, we may review, disable access to, remove, or edit Content to: (i) operate, secure and improve the Wildflower Foods Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) address Content that we determine is harmful or objectionable; (v) take actions set out in these Terms; and (vi) maintain and enforce any quality or eligibility criteria, including by removing Listings that don’t meet quality and eligibility criteria. Members acknowledge and agree that Wildflower Foods administers its Policies (such as our Extenuating Circumstances Policy) and Standards (such as basic requirements for hosts), including decisions about whether and how to apply them to a particular situation, at its sole discretion. Members agree to cooperate with and assist Wildflower Foods in good faith, and to provide Wildflower Foods with such information and take such actions as may be reasonably requested by Wildflower Foods with respect to any investigation undertaken by Wildflower Foods regarding the use or abuse of the Wildflower Foods Platform. Wildflower Foods is not acting as an agent for any Member.
17. Member Accounts.
You must register an account to access and use many features of the Wildflower Foods Platform. Registration is only permitted for legal entities, partnerships and natural persons who are 18 years or older. You represent and warrant that you are not a person or entity barred from using the Wildflower Foods Platform under the laws of the United States, your place of residence, or any other applicable jurisdiction. You must provide accurate, current, and complete information during registration and keep your account information up-to-date. You may not register more than one account or transfer your account to someone else. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your account and must immediately notify Wildflower Foods if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. If and as permitted by applicable law, we may, but have no obligation to (i) ask you to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, (iii) screen you against third-party databases or other sources and request reports from service providers, and (iv) obtain reports from public records of criminal convictions or sex offender registrations or their local equivalents.
18. Disclaimer of Warranties.
We provide the Wildflower Foods Platform and all Content “as is” without warranty of any kind and we disclaim all warranties, whether express or implied. For example: (i) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Consumer, Provider, Provider Service, Listing or third party; (ii) we do not warrant the performance or non-interruption of the Wildflower Foods Platform; and (iii) we do not warrant that verification, identity or background checks conducted on Listings or Members (if any) will identify past misconduct or prevent future misconduct. Any references to a Member or Listing being "verified" (or similar language) indicate only that the Member or Listing or Wildflower Foods has completed a relevant verification or identification process and nothing else. The disclaimers in these Terms apply to the maximum extent permitted by law. If you have statutory rights or warranties we cannot disclaim, the duration of any such statutorily required rights or warranties, will be limited to the maximum extent permitted by law.
19. Limitations on Liability.
Neither Wildflower Foods (including its affiliates and personnel) nor any other party involved in creating, producing, or delivering the Wildflower Foods Platform or any 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 (i) these Terms, (ii) the use of or inability to use the Wildflower Foods Platform or any Content, (iii) any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the Wildflower Foods Platform, or (iv) publishing or ordering of a Listing, including the provision or use of Provider Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Wildflower Foods has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose.
Except for our obligation to transmit payments to Providers under these Terms, or make payments under the Wildflower Foods Provider Guarantee event will Wildflower Foods’s aggregate liability for any claim or dispute arising out of or in connection with these Terms, your interaction with any Members, or your use of or inability to use the Wildflower Foods Platform, any Content, or any Provider Service, exceed: (A) to Consumers, the amount you paid as a Consumer during the 12-month period prior to the event giving rise to the liability, (B) to Providers, the amount paid to you as a Provider in the 12-month period prior to the event giving rise to the liability, or (C) to anyone else, one hundred U.S. dollars (US$100).
These limitations of liability and damages are fundamental elements of the agreement between you and Wildflower Foods. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you.
20. Indemnification.
To the maximum extent permitted by applicable law, you agree to release, defend (at Wildflower Foods’s option), indemnify, and hold Wildflower Foods (including Wildflower Foods Payments, other affiliates, and their personnel) 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: (i) your breach of these Terms (including any supplemental or additional terms that apply to a product or feature) or our Policies or Standards, (ii) your improper use of the Wildflower Foods Platform, (iii) your interaction with any Member, stay at an Accommodation, participation in an Experience or other Provider Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) your failure, or our failure at your direction, to accurately report, collect or remit Taxes, or (v) your breach of any laws, regulations or third party rights such as intellectual property or privacy rights.
21. Contracting Entities.
Based on your country of residence or establishment and what you are doing on the Wildflower Foods Platform, Schedule 1 below sets out the Wildflower Foods entity with whom you are contracting. If we identify through the Wildflower Foods Platform, an Wildflower Foods entity other than the one set out on Schedule 1 as being responsible for a product, feature or transaction, the Wildflower Foods entity so identified is your contracting entity with respect to that product, feature or transaction. If you change your country of residence or establishment, the Wildflower Foods company you contract with (as set out on Schedule 1) and the applicable version of the Terms of Service will be determined by your new country of residence or establishment, from the date on which your country of residence or establishment changes.
22. United States Governing Law and Venue.
If you reside or have your place of establishment in the United States, these Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the arbitration agreement in Section 23 must be brought in state or federal court in San Francisco, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in San Francisco, California.
23. United States Dispute Resolution and Arbitration Agreement.
23.1 Application. This Arbitration Agreement only applies to you if your country of residence or establishment is the United States. If your country of residence or establishment is not the United States, and you nevertheless attempt to bring any legal claim against Wildflower Foods in the United States, this Arbitration Agreement will apply for determination of the threshold issue of whether this Section 23 applies to you, and all other threshold determinations, including residency, arbitrability, venue, and applicable law.
23.2 Overview of Dispute Resolution Process. Wildflower Foods is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom this Section 23 applies: (1) an informal negotiation directly with Wildflower Foods’s customer service team (described in paragraph 23.3, below), and if necessary (2) a binding arbitration administered by the American Arbitration Association (“AAA”). You and Wildflower Foods each retain the right to seek relief in small claims court as an alternative to arbitration.
23.3 Mandatory Pre-Arbitration Dispute Resolution and Notification. At least 30 days prior to initiating an arbitration, you and Wildflower Foods each agree to notify the other party of the dispute in writing and attempt in good faith to negotiate an informal resolution. You must send your notice of dispute to Wildflower Foods by mailing it to Wildflower Foods’s agent for service: CSC Lawyers Incorporating Service, 2710 Gateway Oaks Drive, Suite 150N, Sacramento, California 95833. Wildflower Foods will send its notice of dispute to the email address associated with your Wildflower Foods account. A notice of dispute must include: the party’s name and preferred contact information, a brief description of the dispute, and the relief sought. If the parties are unable to resolve the dispute within the 30-day period, only then may either party commence arbitration by filing a written Demand for Arbitration (available at www.adr.org) with the AAA and providing a copy to the other party as specified in the AAA Rules (available at www.adr.org).
23.4 Agreement to Arbitrate. You and Wildflower Foods mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or any use of the Wildflower Foods Platform, Provider Services, or any Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Wildflower Foods agree that the arbitrator will decide that issue.
23.5 Exceptions to Arbitration Agreement. You and Wildflower Foods each agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction (as defined by Section 22): (i) any claim or cause of action alleging actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); or (iii) a request for the remedy of public injunctive relief. You and Wildflower Foods agree that the remedy of public injunctive relief will proceed after the arbitration of all arbitrable claims, remedies, or causes of action, and will be stayed pending the outcome of the arbitration pursuant to section 3 of the Federal Arbitration Act.
23.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org. In order to initiate arbitration, a completed written demand (available at www.adr.org) must be filed with the AAA and provided to the other party, as specified in the AAA rules.
23.7 Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Wildflower Foods agrees that any required arbitration hearing may be conducted, at your option: (a) in the U.S. county where you reside; (b) in San Francisco County; (c) via phone or video conference; or (d) if all parties agree, by solely the submission of documents to the arbitrator.
23.8 Modification of AAA Rules - Attorney’s Fees and Costs. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Wildflower Foods will pay all arbitration fees and expenses. Either party may make a request that the arbitrator award attorneys’ fees and costs upon proving that the other party has asserted a claim, cross-claim or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the AAA Rules.
23.9 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
23.10 Jury Trial Waiver. You and Wildflower Foods acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
23.11 No Class Actions or Representative Proceedings. You and Wildflower Foods acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.
23.12 Severability. Except as provided in Section 23.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision will be severed and the remainder of the Arbitration Agreement will be given full force and effect.
23.13 Changes to Agreement to Arbitrate. If Wildflower Foods changes this Section 23 after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject that change by sending us written notice (including by email) within 30 days of the date the change is effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Wildflower Foods (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Wildflower Foods.
23.14 Survival. Except as provided in Section 23.12 and subject to Section 13.6, this Section 23 will survive any termination of these Terms and will continue to apply even if you stop using the Wildflower Foods Platform or terminate your Wildflower Foods account.
26. Miscellaneous.
26.1 Other Terms Incorporated by Reference. Our Provider Guarantee Terms, Consumer Refund Policy, Experiences Consumer Refund Policy, Content Policy, Nondiscrimination Policy, Extenuating Circumstances Policy, Policies, Standards and other supplemental policies and terms linked to in these Terms apply to your use of the Wildflower Foods Platform, are incorporated by reference, and form part of your agreement with Wildflower Foods.
26.2 Interpreting these Terms. Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms (including those items incorporated by reference) constitute the entire agreement between Wildflower Foods and you pertaining to your access to or use of the Wildflower Foods Platform and supersede any and all prior oral or written understandings or agreements between Wildflower Foods and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Wildflower Foods. If any provision of these Terms is held to be invalid or unenforceable, except as otherwise indicated in Section 23.11 above, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” is used in these Terms it connotes an obligation with the same meaning as “shall.”
26.3 No Waiver. Wildflower Foods’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. 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 permitted under law.
26.4 Assignment. You may not assign, transfer or delegate this agreement or your rights and obligations hereunder without Wildflower Foods's prior written consent. Wildflower Foods may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice.
26.5 Notice. Unless specified otherwise, any notices or other communications to Members permitted or required under this agreement, will be provided electronically and given by Wildflower Foods via email, Wildflower Foods Platform notification, messaging service (including SMS and WeChat), or any other contact method we enable and you provide. If a notification relates to a ordering or Listing in Japan, you agree and acknowledge that such notifications via electronic means in lieu of a written statement, satisfies Wildflower Foods’s obligations under Article 59 (1) of the Japanese Housing Accommodation Business Act.
26.6 Third-Party Services. The Wildflower Foods Platform may contain links to third-party websites, applications, services or resources (“Third-Party Services”) that are subject to different terms and privacy practices. Wildflower Foods is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.
26.7 Google Terms. Some translations on the Wildflower Foods Platform are powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement. Some areas of the Wildflower Foods Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.
26.8 Apple Terms. If you access or download our application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement.
26.9 Wildflower Foods Platform Content. Content made available through the Wildflower Foods Platform may be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge that all intellectual property rights for that Content are the exclusive property of Wildflower Foods and/or its licensors and agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices. You may not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit any Content accessed through the Wildflower Foods Platform except to the extent you are the legal owner of that Content or as expressly permitted in these Terms. Subject to your compliance with these Terms, Wildflower Foods grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view the Content made available on or through the Wildflower Foods Platform and accessible to you, solely for your personal and non-commercial use.
26.11 Force Majeure. Wildflower Foods shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
26.12 Emails and SMS. You will receive administrative communications from us using the email address or other contact information you provide for your Wildflower Foods account. Enrollment in additional email subscription programs will not affect the frequency of these administrative emails, though you should expect to receive additional emails specific to the program(s) to which you have subscribed. You may also receive promotional emails from us. No fee is charged for these promotional emails, but third-party data rates could apply. You can control whether you receive promotional emails using the notification preferences in your account settings. Please note that you will not be able to take advantage of certain promotions if you disable certain communication settings or do not have an Wildflower Foods account. In the U.S. if you consent to receive SMS (text messages) from us, you will be subject to our SMS Terms.
26.13 Contact Us. If you have any questions about these Terms please email us