Orchard Terms of Service

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ORCHARD LABS INC. ("WE"/"US") HAS/HAVE DEVELOPED THE ORCHARD MOBILE APPLICATION

THESE TERMS OF USE ("TERMS") APPLY TO ALL USERS WHO DOWNLOAD/USE/VIEW THE APP

BY DOWNLOADING/USING/ACCESSING ORCHARD YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU ARE PROHIBITED FROM DOWNLOADING, ACCESSING, OR OTHERWISE USING ORCHARD OR THE SITE. THESE TERMS MAY BE AMENDED OR UPDATED BY US FROM TIME TO TIME AND THE MOST CURRENT VERSION WILL BE POSTED ON THE SITE. IT IS ENTIRELY YOUR RESPONSIBILITY TO REVIEW THESE TERMS FOR ANY CHANGES. YOUR ORCHARD USE AFTER ANY AMENDMENTS OR UPDATES OF THESE TERMS SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF ALL SUCH REVISED TERMS. ANY NEW FEATURES OR FUNCTIONS THAT MAY BE ADDED FROM TIME TO TIME WILL BE SUBJECT TO THESE TERMS, UNLESS STATED OTHERWISE, AND NOT REQUIRE SPECIFIC NOTICE OR CONSENT.

Accessing Orchard

Orchard may allow you and/or other users to generate and/or view and/or explore "Listings". Listings may be generated using Orchard and distributed by you according to these Terms. You may, but may elect not to, register with Orchard using your Facebook account.

In order to generate or review Listings on Orchard, users are obligated to register with Orchard, and accept and abide by these Terms and our Privacy Policy. Users who elect to solely review Listings on third party sites or services may do so without registering with Orchard, though they must still accept and abide by these Terms and our Privacy Policy.

When you register with Orchard, you must:

• - provide us, as a prospective seller, with accurate and complete information, including without limitation, your name, address, e-mail address, GPS coordinates from the actual time of registration, and a picture/avatar; and
• provide us, as a prospective buyer, with accurate and complete information, including without limitation, your name, billing address, shipping address, and credit card information; -
• - update your registration information immediately upon any changes; and
• - whether prospective buyer or seller, not use false identities or impersonate or associate yourself with any other person or entity; and
• - affirm and warrant that, any and all mobile devices listed are legitimately-purchased and owned and listed by you, as prospective seller; and
• - affirm and warrant that, whether you are a prospective buyer or seller, you will only communicate and make representations with total candor, precision, and honesty.

You are responsible for safeguarding and maintaining the confidentiality of your Orchard account. You agree that you are entirely and solely responsible for any and all activities or actions that occur under your Orchard account, whether or not you have authorized such activities or actions. You agree to notify us of any unauthorized use of your account or any other breach of security immediately should such use become known to, or suspected by, you.

Restrictions on Use

In using the Site, App, and Orchard you shall not:

• - copy any content from Orchard unless expressly permitted to do so;
• - upload, post, email, transmit, or otherwise make available any material that;
• - you do not have a right to make available under any law or under a contractual relationship;
• - infringes any patent, trademark, trade secret, copyright, or other rights;
• - is or contains unsolicited or unauthorized advertising or solicitation;
• - contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Site; or
• - contains any falsehoods or misrepresentations or create an impression that you know or ought to know is incorrect, misleading, or deceptive, or in any way harmful;
• - impersonate any person or entity or misrepresent an affiliation with a person or entity;
• - interfere with or disrupt the Site or App servers or networks connected to the Site or App, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site or App or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
• - intentionally or unintentionally violate any applicable local, state, national, or international law or regulation;
• - collect or store personal data about other users or publish any private information of someone, like their address, phone number, email address, picture, likeness, and/or any similar information without their explicit written permission;
• - license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, App, or Orchard; or
• - modify, translate, make derivative works of, disassemble, decompile,

We reserve the right to investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.

Intellectual Property Violations

We do not permit intellectual property-infringing activities and will move to remove any content and/or stem any activity we deem infringing on another's intellectual property rights. If you are an intellectual property rights holder or an agent thereof and believe your rights are being violated, you may contact us via email info@getorchard.com

End User License

Orchard and the information and materials that it contains/displays, are the property of Orchard Labs Inc. and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to these Terms, we grant you a non-transferable, non-exclusive, license to (a) use Orchard, and (b) download, install, and use one copy of the App on a mobile device that you legitimately own (the "License"). Orchard is licensed to you and not sold. Nothing in these Terms gives you a right to use Orchard's names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Site. Any future release, update, or other addition to functionality of Orchard shall be subject to the terms of these Terms.

App Providers

You acknowledge that the App Provider has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App.

The App Provider, and its subsidiaries, are third party beneficiaries of these Terms as related to your license of the App, and that, upon your acceptance of the terms and conditions of these Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third party beneficiary thereof. You must also comply with all applicable third party terms of service when using the App.

Feedback

If you provide us with any suggestions, comments, or other feedback relating to any aspect of Orchard ("Feedback"), we may freely use such Feedback or in any other products or services without remuneration to you.

Consignment

If you choose to have your mobile device sold on a consignment basis, the mobile device will remain your property until we ship the mobile device to the buyer. If your consigned mobile device does not sell within your selected time period, we assert the discretion to: (i) increase the consignment period and offer a higher return, or (ii) buy the mobile device at the originally quoted price, or (iii) return your mobile device.

Orchard's "Money Back Guarantee"

As a buyer: you can rest assured that the vast majority of purchases on Orchard go smoothly, but even in the rare event that the mobile device you purchased on Orchard either does not arrive, is defective, or is not as described in its Listing, you will be protected by the Orchard "Money Back Guarantee" (the "Money Back Guarantee"). In the instance that you open a claim (the "Claim") for a mobile device that does not arrive, we will review the matter and, if we determine your Claim is valid, refund the full cost of your purchased mobile device and the original shipping charge and any applicable sales tax paid. In the instance that you open a Claim for a mobile device that is defective or not as described in its Listing, we will review the matter and, if we determine that your Claim is valid, pay to have the mobile device shipped back to us, and either repair or replace the mobile device, and send the mobile device back to you.

As a seller: You are responsible for properly representing your mobile device. In the instance that, upon receipt, we determine that the mobile device you shipped to us is defective or not as described, we will send you a revised quote for the mobile device, factoring in any expenses that we incur as a result of remedying this Claim. If you accept this revised offer, we will attempt to sell the mobile device within the originally-accepted time period, although this time period will re-start once the revised quote has been accepted. If you decide not to accept the revised quote, we will return your mobile device at your expense.

The Orchard "Money Back Guarantee" is a company policy, and it is not a product warranty.

Orchard's "90-Day Warranty"

Orchard is pleased to offer a 90-Day Warranty (the "90-Day Warranty").

Conditional Sale

Notwithstanding the foregoing, you expressly acknowledge and agree that any and all services and transactions relating to Orchard, including all listings, purchases, and sales, involving you and/or other users are conditional and entirely at Orchard's unilateral discretion. Orchard reserves the right to unilaterally refuse to process any listing, purchase, or sale, at its own discretion, within 5 business days, in which case amounts paid to Orchard in relation to the transaction at issue will be refunded immediately to the affected user, unless fraudulent or illegal activity is suspected.

DISCLAIMER OF REPRESENTATIONS, WARRANTIES, AND CONDITIONS

THE SITE, APP, ORCHARD, AND ALL MATERIALS PROVIDED BY ORCHARD ARE PROVIDED "AS IS." WE SPECIFICALLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ORCHARD IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE DEVICE OR SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. WE DO NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SITE OR IN RESPECT TO ANY SITE, EVEN IF IT CAN BE REACHED FROM A LINK ON THE SITE OR APP OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE SITE OR APP, AND WE SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY, REGARDLESS OF WHETHER THAT PARTY IS AN ORCHARD USER. WE WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT OR INFORMATION OR ANYTHING ELSE EXCHANGED BY MEANS OR VIRTUE OF ORCHARD.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THIS SITE, APP, OR ORCHARD, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION, OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE SITE OR APP, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF ORCHARD, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE SITE OR ORCHARD, OR (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE SITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SITE. THESE LIMITATIONS SHALL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) ANY AMOUNT DUE UNDER THE ORCHARD "MONEY BACK GUARANTEE" POLICY UP TO THE PRICE OF THE ITEM SOLD TO YOU ON ORCHARD (INCLUDING ANY APPLICABLE SALES TAX) AND ITS ORIGINAL SHIPPING COST OR (B) FIFTY DOLLARS ($50) OR (C) AMOUNTS YOU PAID US IN THE PRECEDING 12 MONTHS. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

INDEMNIFICATION

YOU SHALL INDEMNIFY AND HOLD ORCHARD AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), INCURRED IN CONNECTION WITH ANY USER CONTENT OR MATERIALS SUBMITTED, POSTED, TRANSMITTED, OR MADE AVAILABLE BY YOU THROUGH ORCHARD OR THE SITE AND ANY VIOLATION BY YOU OF THESE TERMS.

Termination

We may, under certain circumstances and without prior notice, immediately terminate your ability to access Orchard. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms or the Privacy Policy , (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification to the Site or App (or any part thereof), and/or (e) unexpected technical, security, or legal issues or problems. Termination of your access to the Site or App may also include removal of some or all of the materials uploaded by you to the Site or App. You acknowledge and agree that all terminations may be made by us in our sole discretion and that we shall not be liable to you or any third-party for any termination of your access to this Site or App or for the removal of any of the materials uploaded by you to the Site or App. Any termination of these Terms by us shall be in addition to any and all other rights and remedies that we may have.

Availability & Updates

Orchard may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or for other reasons. We may periodically add or update the information and materials on the Site or App without notice.

Security

Information sent or received over the Internet is generally unsecure and we cannot and do not make any representation or warranty concerning security of any communication to or from Orchard or any representation or warranty regarding the interception by third parties of personal or other information. All personal data that you provide to us in connection with Orchard is collected, stored, used, and disclosed in accordance with our Privacy Policy. In addition, in common with most online services, we use "cookies" and Google Analytics to help us understand how people are using Orchard, so that we can continue to improve the service we offer.

Third Party Websites and Services

Orchard content may be placed by you or other users and otherwise become available through third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products, or services, including without limitation, eBay, Facebook, Craigslist, and Kijji ("External Services").

Orchard does not have any control over External Services, and is not and cannot be responsible for their content, operation, or use, with regard to any Orchard content or any other content. Orchard does not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by such External Services.

External Services may have their own terms of use and/or privacy policies, and may have different

You are solely responsible for taking the precautions necessary to protect yourself from fraud when using External Services, and to protect your computer and mobile device that may relate to or stem from using or accessing any External Services.

Orchard disclaims any and all responsibility or liability for any harm resulting from your use of External Services, and you hereby irrevocably waive any claim against Orchard with respect to the content or operation of any External Services.

Business or Asset Transfer or Sale

Orchard may be sold, might sell or buy businesses or assets of businesses, or Orchard might merge with another business. Normally, in the instance of such transactions, user information is one of the transferred business assets. In the event that Orchard, a line of business of Orchard, or substantially all the assets of Orchard are transferred as part of such a transaction, your information may well be one of the transferred assets. Orchard will make reasonable effort to provide notice on Orchard and to notify you via email to the most recent email address that you have provided to Orchard of any such change in ownership or control of your Personal Information.

General

?These Terms, in conjunction with our Privacy Policy, constitute the entire

These Terms are governed by the laws of the Province of Ontario and we both consent to the exclusive jurisdiction of the courts of the Province of Ontario in relation to these Terms. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deleted and the other provisions shall remain in effect.

Contact

If you have any questions about these Terms or if you wish to make a comment or complaint regarding Orchard, please contact us at: info@getorchard.com.