EcoCart

Merchant Terms Of Service

Welcome to EcoCart’s Services (defined below). If you (i) are visiting EcoCart’s website located at https://ecocart.io/ (the “Site”) or (ii) if you have downloaded and/or embedded our proprietary ecommerce plugin, application programming interface, or related software for online merchants (collectively, the “Services”), then please read these Merchant Terms of Service (these “Terms”) carefully because they govern your use of such Services. To make these Terms easier to read, the terms “EcoCart,” “we,” “our,” and “us” include EcoCart, Inc., and the terms “you” and “your” refer to you and any organization that you are acting on behalf of in signing up for a subscription to the Services.

Definitions.

  1. Aggregate Data” means any data that is derived or aggregated in deidentified form from (i) Your Data; or (ii) you and your Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Services and their component features and functionalities, in each case in anonymized form.
  2. Authorized User” means any employee or contractor that (i) you authorize to Use the Services for purposes of operating and maintaining the Services; and (ii) signs up for an account to Use the Services.
  3. End User” means an end-user consumer of your products.

Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.

  1. Other Services Agreement” means a separate, duly-executed agreement between you and EcoCart granting you the right to access and/or use the Services, as applicable.
  2. Use” means to use, access and/or operate the Services in accordance with these Terms and any instructions provided to you by EcoCart.
  3. Services” shall have the meaning set forth in Section 2(a) below. 
  4. Your Data” means all information, data, and other content, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you, or any Authorized User to EcoCart in connection with your and your Authorized Users’ use of the Services.

Description of the Service; Access and Use.

  1. Description of the Services.  EcoCart provides brands with the ability via its online technology platform to leverage their sustainability story across customer experiences.  The Services specifically provided by EcoCart are designed to enable End Users or you, as applicable via the EcoCart’s online technology platform to approximate carbon emissions for each transaction to enable End Users or you, as applicable, to contribute additional sums toward each transaction based on such estimate (e.g., “reduce my carbon footprint for $1.76”). Such additional sums would be used by EcoCart to apply existing or later-obtained carbon credits to help offset the carbon footprint of each transaction. Such contributions by End Users or you shall be applied to either a specific project of your choosing or to another project as reasonably determined by EcoCart, in EcoCart’s sole discretion (e.g., your contribution helped protect trees in the tri-city forest project).  
  2. Provision of Access. Subject to the terms and conditions of these Terms, EcoCart hereby grants you a worldwide, non-exclusive, non-transferable (except in compliance with Section 15(f)), non-sublicensable right to Use the Services; provided that you (i) sign up for an account to Use the Services in accordance with EcoCart’s then-current account registration procedures; and (ii) strictly comply with the restrictions set forth in Section 2(c). You have the right to permit Authorized Users to Use the Services on your behalf in accordance with these Terms; provided, however, that you will remain fully and directly liable to EcoCart for any and all use of the Services by Authorized Users as if such Use was by you yourself under these Terms.  
  3. Use Restrictions. You will not use the Services for any purposes beyond the scope of the rights granted in these Terms. You will not (and will not attempt to) at any time, directly or indirectly, and will not permit any Person (including, without limitation, your Authorized Users) to: (i) modify or create derivative works of the Services, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iii) sell, resell, rent or lease the use of the Services to any other Person, or otherwise allow any Person to use the Services for any purpose other than for your benefit in accordance with these Terms; (iv) use the Services to store, transmit or post any infringing, libelous or otherwise unlawful or tortious material or any data (including, without limitation any of Your Data) for which you do not have the necessary consents or rights to provide via the Services; (v) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (vi) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by EcoCart for use expressly for such purposes; or (vii) use the Services or any of EcoCart’s Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services.
  4. Reservation of Rights. Nothing in these Terms or the performance thereof will operate to grant you any right, title or interest, whether by implication, estoppel or otherwise, in or to the Services (or any intellectual property rights therein), other than as expressly set forth in these Terms. As between the Parties, EcoCart will exclusively own all right, title and interest in and to the Services and all improvements, modifications or derivative works thereof (and all intellectual property rights in any of the foregoing). All intellectual property rights created in any such improvements, modifications and derivative works of the Services will vest solely in EcoCart upon creation, and to the extent that sole ownership does not originally vest in EcoCart, such intellectual property rights are hereby automatically and irrevocably assigned by you (and your Authorized Users) to EcoCart. Each party hereby expressly reserves all intellectual property rights not expressly granted hereunder.

Fees and Payment.

  1. Fees. You (or the End User, if mutually agreed by you and us) will pay EcoCart all fees charged by EcoCart as provided by EcoCart to you in connection with your carbon offset transaction (“Fees”) as follows: (i) the amounts charged for the purchase by EcoCart of applicable carbon offsets (“Carbon Offset Purchase Amount”), (ii) the transaction fees (i.e., which will range between $0.03 – $0.15 as solely determined by EcoCart based on the market or the structure of fee coverage) we charge for the use of the Services (“Transaction Fees”), and (iii) any brokerage-related transaction fees which we pass on to you or the End User. We will use our commercially reasonable efforts to provide you a good-faith estimate of the Fees in advance, upon your reasonable written request provided that such good-faith estimate is only an estimate and  not a guarantee of the Fees.  You understand and acknowledge that EcoCart may act as a principal in purchasing carbon offsets on you or End User’s behalf, and in such cases, as principal, is solely assuming the financial risk of such transactions.  Accordingly, the details of such purchases will not be disclosed to you nor will EcoCart pass on to you any loss or profit retained by EcoCart in connection each such principal transaction nor are such purchases subject to reconciliation or audit by you or third parties.  All Fees are non-refundable and payable in U.S. dollars or any other currency that may be communicated to you by us. Except as otherwise communicated to you by us, Fees will be charged automatically to the bank account or credit card information you provide us through the Services. EcoCart may ask you to supply additional information relevant to initiating the transaction, including your bank account information, credit card number, the expiration date of your credit card, and/or your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. You hereby authorize us to initiate all payment transactions for Fees using your applicable Payment Information when such Fees are due. You also authorize us to provide your Payment Information to third parties so we can complete your transaction. You may need to provide additional information to verify your identity before completing your transaction (such information is included within the definition of Payment Information). By initiating a transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. Any and all Fees hereunder that are not paid to EcoCart when due will accrue interest at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is greater. You will reimburse EcoCart for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting overdue amounts hereunder.
  2. Taxes. All Fees and other amounts payable to EcoCart hereunder do not include any sales, use, value added or other applicable taxes, tariffs or duties excluding any Taxes based on EcoCart’s net income 
  3. Certificate of Carbon Offsets. Upon request (no more than once quarterly), EcoCart will provide you with a certificate stating reasonable information relating to the carbon offsets applied based on your Carbon Offset Purchase Amount. 

Confidential Information.

  1. From time to time in connection with these Terms, we may disclose or make available to you or your Authorized Users information about our business affairs, products, customers, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the you at the time of disclosure; (c) rightfully obtained by you on a non-confidential basis from a third party; or (d) independently developed by you. You shall not use, transfer or disclose our Confidential Information to any person or entity, except to your employees, directors, officers, members, consultants, contractors, attorneys, advisors and agents who have a need to know the Confidential Information for you to exercise your rights or perform your obligations hereunder, and who are bound by obligations of confidentiality to you. Notwithstanding the foregoing, you may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the you have first given written notice to the EcoCart and made a reasonable effort to obtain a protective order. On the expiration or termination of these Terms, you shall, at EcoCart’s option, either (A) promptly return to us all copies, whether in written, electronic, or other form or media, of our Confidential Information, or (B) destroy all such copies and certify in writing to EcoCart that such Confidential Information has been destroyed. Your obligations of non-disclosure with respect to any of our Confidential Information will expire five years from the date such Confidential Information was first disclosed to you; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.

Policies.

  1. You hereby acknowledge that you have reviewed and agreed to EcoCart’s Privacy Policy at https://ecocart.io/privacy/ (“Privacy Policy”).  Such policies are hereby incorporated into and are hereby deemed a part of these Terms, binding upon you and you Authorized Users with respect to your and their Use of the Services in connection with these Terms. 

Feedback.

  1. From time-to-time you or your Authorized Users may provide EcoCart with suggestions, comments and feedback with regard to the Services (collectively, “Feedback”). You, on behalf of yourself and your Authorized Users, hereby grant EcoCart a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with EcoCart’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.

Data.

  1. As between you and EcoCart and except as set forth in Section 8(b), you will own and retain all right, title and interest in and to all Your Data.
  2. You hereby grant EcoCart (i) a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify and make derivative works of Your Data in connection with EcoCart’s business purposes, including the hosting, operation, improvement and provision of the Services and EcoCart’s other products and services, during the Term; and (ii) a non-exclusive, worldwide, royalty-free, perpetual, irrevocable right and license to use, reproduce, distribute, display, perform, modify, make derivative works of and otherwise exploit all Aggregate Data in connection EcoCart’s business purposes. EcoCart may also use Your Data to communicate with you regarding or in connection with the Services, and as otherwise permitted by our Privacy Policy.
  3. You hereby represent, warrant and covenant to EcoCart that you have obtained and will obtain all necessary consents with respect to any and all of Your Data hosted, collected, stored or transmitted through the Services to the extent necessary (i) for you and EcoCart to comply with all applicable laws, rules and regulations including, without limitation, all applicable data protection and privacy laws; and (ii) for you to grant the licenses contemplated by Section 7(b).

Representations and Warranties.

  1. Each party hereby represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into these Terms and (b) the execution, delivery and performance of these Terms and the consummation of the transactions contemplated hereby are within the corporate powers of such party and have been duly authorized by all necessary corporate action on the part of such party, and constitute a valid and binding agreement of such party.

Indemnification.

  1. EcoCart Indemnification. EcoCart will defend and pay all damages finally awarded against you pursuant to a final, valid and binding judgment or order, or a final settlement agreement with respect to any claim, suit or proceeding brought by a third party against you arising from the Services’ infringement of such third-party’s intellectual property rights.
  2. Exclusions. Notwithstanding Section 10(a), EcoCart’s obligations under Section 10(a) will not apply if the underlying third-party claim arises from (i) your breach of these Terms, negligence, willful misconduct or fraud; (ii) modifications to the Services by anyone other than EcoCart; or (iii) combinations of the Services of with software, data or materials not provided by EcoCart, including, without limitation, Your Data. 
  3. IP Remedies. If EcoCart reasonably believes the Services (or any component thereof) could infringe any third party’s intellectual property rights, EcoCart may, at its sole option and expense: (i) procure the right for you to continue using the Services (or any infringing component thereof) to make it non-infringing without materially reducing its functionality; or (ii) replace the Services (or any infringing component thereof) with a non-infringing alternative that is functionally equivalent in all material respects. If the foregoing remedies are not available to EcoCart on commercially reasonable terms, then EcoCart may suspend or terminate your use of the Services upon notice to you. The rights and remedies set forth in this Section 10 shall constitute your sole and exclusive remedy for any intellectual property infringement by the Services. 
  4. Your Indemnification. You will defend and pay all damages finally awarded against EcoCart pursuant to a final, valid and binding judgment or order or a final settlement agreement with respect to any claim, suit or proceeding brought by a third party against EcoCart arising from: (i) any of Your Data stored; (ii) your access to, use of, or any statements made in connection with, the Services; (iii) the manufacture, sale, return, exchange, distribution, advertising, or marketing of your products or services, or any violation of applicable law, rule, regulation, or standard with respect to your products or services; and (iv) a breach of the restrictions set forth in Section 2(c).
  5. Indemnification Procedures. The party seeking defense and indemnity (the “Indemnified Party”) will promptly notify the other party (the “Indemnifying Party”) of any and all such claims and will reasonably cooperate with the Indemnifying Party with the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any claim without the Indemnified Party’s prior written approval unless the settlement unconditionally releases the Indemnified Party from all liability, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party’s business, products or services).  The Indemnified Party may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party. 

Disclaimers.

  1. SERVICES DISCLAIMER AND LIMITATION OF WARRANTIES.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, INCLUDING SECTION 8 ABOVE, YOU ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND ECOCART MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU, YOUR AUTHORIZED USERS OR TO ANY OTHER PERSON REGARDING THE SERVICES OR ANY OTHER SERVICES PROVIDED HEREUNDER.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ECOCART HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  WITHOUT LIMITING THE FOREGOING, ECOCART HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE SERVICES WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.  THIS LIMITATION OF WARRANTIES MAY NOT BE VALID IN ALL JURISDICTIONS AND WHERE IT IS NOT VALID THE LIMITATION OF WARRANTIES SHALL NOT APPLY.
  2. CARBON OFFSET CALCULATION AND BENEFITS DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, INCLUDING SECTION 8 ABOVE, ECOCART MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO OR IN CONNECTION WITH ANY CARBON OFFSET AMOUNTS, ASSOCIATED ENVIRONMENTAL OR OTHER BENEFITS, OR TO THE ACCURACY OR INTEGRITY OF ECOCART’S CALCULATION OF ANY CARBON OFFSETS, INCLUDING AS IT RELATES OR CORRESPONDS TO YOUR CARBON OFFSET PURCHASE AMOUNTS. ALL CARBON OFFSET EMISSIONS CALCULATIONS ARE ESTIMATES ONLY. NO CARBON OFFSETS OBTAINED BY ECOCART ARE ATTRIBUTED TO ANY SPECIFIC AUTHORIZED USER OR END USER.  THE ACTUAL AMOUNT OF CARBON OFFSETTED IN CONNECTION WITH EACH OF YOUR CARBON OFFSET PURCHASE AMOUNTS MAY VARY, AND MAY NOT CORRESPOND ENTIRELY OR DIRECTLY TO SUCH CARBON OFFSET PURCHASE AMOUNTS. 
  3. CARBON OFFSET PURCHASE TIMING DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, INCLUDING SECTION 8 ABOVE, ECOCART MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE TIMING OF ITS PURCHASE OR PROCUREMENT OF ANY CARBON OFFSETS OR ASSOCIATED CREDITS, INCLUDING IN CONNECTION WITH YOUR CARBON OFFSET PURCHASE AMOUNTS. ECOCART MAY, IN ITS DISCRETION, OBTAIN APPLICABLE CARBON OFFSETS IN THE FUTURE, BUT NOT MORE THAN TWO (2) YEARS FROM YOUR PURCHASE OF SUCH CARBON OFFSET, FOR CARBON OFFSET PURCHASE AMOUNTS YOU MAKE NOW, IN ECOCART’S DISCRETION (INCLUDING AS A RESULT OF ANY DELAYS IN AVAILABILITY OF CARBON OFFSET CREDITS OR OTHERWISE). 
  4. CARBON OFFSET PROGRAM/PROJECT DISCLAIMER. ECOCART MAY, IN ITS DISCRETION, SELECT OR CHANGE THE PROJECT OR PROGRAM FROM WHICH IT OBTAINS CARBON OFFSET CREDITS, WHICH MAY VARY FROM ANY SUCH PROJECTS OR PROGRAMS REQUESTED BY YOU. By way of example, if a particular carbon offset project or program you request is not fully funded, or if it is fully funded but EcoCart has not confirmed the same (including as displayed through the Services), EcoCart may obtain and purchase carbon offsets from a different project or program, such as one with a similar cost and environmental impact-profile, in EcoCart’s discretion.

Limitations of Liability.

  1. Exclusion of Damages.  IN NO EVENT WILL ECOCART BE LIABLE TO YOU, YOUR AUTHORIZED USERS OR ANY OTHER PERSON FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PROVISION OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
  2. Total Liability.  IN NO EVENT WILL ECOCART’s TOTAL LIABILITY TO YOU, YOUR AUTHORIZED USERS OR ANY OTHER PERSON IN CONNECTION WITH THESE TERMS OR THE PROVISION OF THE SERVICES EXCEED THE TOTAL AMOUNTS ACTUALLY RECEIVED AND RETAINED THEREAFTER BY ECOCART IN THE THREE (3) MONTHS PERIOD PRECEDING THE CLAIM OR ACTION GIVING RISE TO SUCH LIABILITY.

Term and Termination.

  1. Term. The term of these Terms begins on the Effective Date and, unless terminated earlier pursuant to these Terms, will continue in effect until (i) any Other Services Agreement terminates or expires, if you have duly-executed an Other Services Agreement with EcoCart, or otherwise (ii) until these Terms are terminated in accordance herewith or you remove all Services from your systems and cease access and use thereof.
  2. Termination. Without limiting any right or remedy available to either party, either party may terminate these Terms, effective on written notice to the other party, if the other party materially breaches these Terms, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured ten (10) days after the non-breaching party provides the breaching party with written notice of such breach. Additionally, EcoCart may suspend access to the Services (or a portion thereof) or terminate these Terms at any time with written notice to you. 
  3. Survival. This Section 13(c) and Sections 1, 2(c), 2(d), 3, 4, 5, 7, 8, 10, 11, 12 and 15 survive any termination or expiration of these Terms. 

Trademarks and Co-Branding.

  1. You hereby grant EcoCart a limited, non-exclusive, irrevocable, royalty-free license to use and display your name, designated trademarks and associated logos (“Your Marks”) during the Term in connection with (i) the hosting, operation and maintenance of the Services; and (ii) EcoCart’s marketing and promotional efforts for its products and services, including by publicly naming you as a customer of EcoCart. All goodwill and improved reputation generated by EcoCart’s use of Your Marks inures to your sole and exclusive benefit.
  2. EcoCart will use Your Marks in accordance with any reasonable written standards as you provide in writing. EcoCart will not challenge, contest or interfere with the validity of Your Marks in any manner.
  3. In connection with your access to and use of the Services, you agree to include limited “co-branding” with EcoCart on your ecommerce website and all subpages with which the Services will be integrated (“Supported Webpages”), including on the initial checkout page, shopping cart page, and all related subpages where the Services will be available to End Users, by stating such Supported Webpages are “powered by EcoCart” or such other co-branding as mutually agreed to by the parties in writing. EcoCart hereby grants you a revocable, limited, non-exclusive, royalty-free, revocable license to display EcoCart’s name and designated trademarks and logos (the “EcoCart Marks”) during the term of these Terms in connection with approved co-branding of the Supported Webpages pursuant to this Section. All goodwill and improved reputation generated by your use of the EcoCart Marks inure to the exclusive benefit of EcoCart. You will use the EcoCart Marks in the form stipulated by EcoCart and will conform to and observe such standards as EcoCart prescribes from time to time in connection with the license to the EcoCart Marks granted hereunder and you will not challenge, contest or interfere with the validity of the EcoCart Marks in any manner. Your compliance with this Section, including display of the EcoCart Marks on Supported Webpages as set forth herein, is a material obligation under and essential for the purpose of these Terms, and your failure to comply with the foregoing will constitute an incurable material breach for which which EcoCart may, in its discretion, immediately terminate these Terms.

Miscellaneous.

  1. Entire Agreement. These Terms, together with any Other Services Agreement, order forms, or other documents incorporated herein by reference, are the complete and exclusive agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter.  These Terms may be amended or modified only by a written document executed by duly authorized representatives of the parties. In the event of a conflict or inconsistency between these Terms and an Other Services Agreement, the Other Services Agreement will govern and control.
  2. Non-Disparagement. During the term of these Terms and for one (1) year thereafter, you will not do any act, make or publish any statement, or take any action whatsoever which may harm, disparage, or denigrate EcoCart, its reputation, or its public image, or which may reduce the value of EcoCart’s business or its intellectual property.
  3. Non-Solicitation. During the term of these Terms and for one (1) year thereafter, you will not directly or indirectly (a) solicit to hire or hire any employee or contractor of EcoCart, or (b) solicit the services of any employee or contractor of EcoCart for your own benefit or for the benefit of any other person or entity.
  4. Notices.  We may provide notices to you by posting them on the Site, by providing electronic notification via the Services, or by email to the address associated with your account.  You may provide notices to us via email at support@ecocart.io.  All notices are effective upon posting or when delivered.
  5. Waiver. Except as otherwise set forth in these Terms, either party’s failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision.  No waiver of any provision of these Terms will be effective unless it is in writing and signed by the party granting the waiver.
  6. Severability. If any provision of these Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of these Terms will remain in full force and effect.
  7. Governing Law; Jurisdiction.  These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 15(f) (Dispute Resolution), the exclusive jurisdiction for all disputes that you and EcoCart are not required to arbitrate will be the state and federal courts located in New Castle County, Delaware, and you and EcoCart each waive any objection to jurisdiction and venue in such courts.
  8. Dispute Resolution. These Terms shall be governed in all respects by the laws of the State of Delaware without regard to choice of law provisions, and excluding the United Nations Convention on Contracts for the International Sale of Goods.  Any dispute arising out of or in connection with these Terms shall be finally settled by binding arbitration in New Castle County, Delaware, U.S.A. under the Rules of Arbitration of the American Arbitration Association (“AAA”), before an arbitrator selected by the parties (or, if not selected within fifteen (15) days of a Request for Arbitration, appointed by the AAA pursuant to its rules), who has practiced as a lawyer or judge for at least ten (10) years and who is reasonably familiar with the business pertaining to the services covered by these Terms. The procedure will be in accordance with AAA Rules without regard to local rules. Judgment on the award may be entered in any court having jurisdiction thereof or having jurisdiction over either of the parties or its assets. Notwithstanding the foregoing, EcoCart shall at all times have the right to commence proceedings in any other court of its choice of appropriate jurisdiction to obtain an injunction, specific performance or other equitable relief for protection of intellectual property rights, without breach of this arbitration agreement and without any abridgment of the power of the arbitrator
  9. Assignment. You may not assign these Terms without EcoCart’s prior written consent, and any assignment without consent shall be void.  Subject to the foregoing, these Terms shall bind and inure to the benefit of respective successors and assigns of the parties 
  10. Equitable Relief. Each party hereby agrees that any breach of these Terms may cause such other party to incur irreparable harm and significant injury that would be difficult to ascertain and would not be compensable by damages alone.  Accordingly, each party agrees that, in addition to any other rights and remedies that the non-breaching party may have at law or otherwise with respect to such a breach, the non-breaching party will have the right to seek specific performance, injunction or other appropriate equitable relief
  11. No Third-Party Beneficiaries. Unless otherwise expressly provided, no provisions of these Terms are intended or will be construed to confer upon or give to any person or entity, other than the parties, any rights, remedies or other benefits under or by reason of these Terms.

Contact Information

If you have any questions about these Terms or the Services, please contact EcoCart at support@ecocart.io.