Terms & Conditions


Effective date 01/09/2017

 

Welcome to the TheFarmacy.co Web Site and Marketplace (the "Site") and our selling services (the "Services"). Any person who wants to access the Site and use the Services to sell items must accept the terms and conditions of this Agreement (the "Terms and Conditions”) without change. BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE.

TheFarmacy.co ("we," "us," and "our") reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to this Agreement will be posted on the Site for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING OUR POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE.

Please read these Terms and Conditions carefully before using the Site and services. If you have any questions, please refer to the Help section of the Site.

Scope

TheFarmacy.co provides a Site, Marketplace and community for third-party Sellers ("Merchants” or "Sellers") and Buyers ("Buyers" or "Purchasers”) to complete transactions of goods and/or services that may, or may not, be associated with the cannabis culture lifestyle, including items that may contain cannabis, THC, or CBD based products. TheFarmacy.co provides a destination to discover unique brands and merchandise. It is up to the Seller to accurately describe their items for sale and comply with all applicable law where the Seller and Buyer are located. As a Seller, you use the Site and the Services at your own risk. We reserve the right to remove any merchant that does not adhere to these Terms and Conditions at any time at our sole discretion.

You understand and fully acknowledge that marijuana is illegal under federal law and many state laws. Prosecutions are, and may, be made under federal and state marijuana laws, and the defenses available under state medical marijuana laws may provide no defense against such federal and state laws. You further acknowledge that the CA Office of Environmental Health Hazard Assessment has added marijuana smoke to its list of chemicals known to cause cancer. In addition, U.S. Food and Drug laws regarding medical claims and ingredient labeling may apply. It is your responsibility to obey applicable law and adhere to appropriate FDA guidelines. We retain the right to refuse service or revoke the account of anyone for who we have any indication of failure to comply with applicable law and regulation.

Unless our Transaction Processing service is used, TheFarmacy.co shall not provide the fulfillment and shipping of products and services between Buyers and Sellers.

You agree that TheFarmacy.co is not responsible or liable for any content, which may include data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on TheFarmacy.co Site. You agree to use TheFarmacy.co Site and Marketplace at your own risk. TheFarmacy.co may remove any product or content that violates our policies, or Terms and Conditions and may suspend or terminate your account for any violation.

Eligibility

Use of the Site and Services is limited to parties that lawfully can enter into and form contracts under applicable law. TheFarmacy.co's Services are available only to, and may only be used by, individuals who are 21 years and older.You represent and warrant that you are at least 21 years old and that all registration information you submit is accurate and truthful. Minors are not allowed to use the Site and Services.

To register, you must provide your real name, address, phone number, e-mail address, and valid financial information (credit card or bank account). You represent and warrant that: (a) if you are a Merchant, you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for the Services within such country; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations hereunder; and (c) any information provided or made available by you or your affiliates to TheFarmacy.co is accurate and complete.

TheFarmacy.co may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity and may change its eligibility criteria by posting a Notice of Change to these terms and conditions on our website. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.

You agree to comply with all applicable laws, statutes, and regulations regarding online conduct and acceptable content. You are responsible for all applicable taxes payable as a result of your activity on the Site. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and TheFarmacy.co will cooperate to ensure that violators are prosecuted to the fullest extent of the law. In addition, you agree to abide by these Terms and Conditions as well as all other operating rules, policies and procedures that include:

·Terms of Use

·Privacy Policy

You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. Keep your password secure. You agree to immediately notify TheFarmacy.co of any unauthorized use of your password or any breach of security. You also agree that TheFarmacy.co cannot and will not be liable for any loss or damage arising from your failure to keep your password secure.

You must keep your account information up-to-date and accurate at all times, including a valid email and address. To sell items on TheFarmacy.co you must provide and maintain a valid Merchant account.

You may not transfer or sell your TheFarmacy.co Marchant account to another party.

Listing and Selling

By listing an item for sale on TheFarmacy.co Site, you warrant that you, and all aspects of the item, comply with TheFarmacy.co's Terms and Conditions and that you may legally sell the item. You must accurately describe your item and all terms of sale in your listing. If an item is listed as being "in stock", all items in that listing must be identical with the only exception being minor variations which must be included on the listing.

All sales are binding. Unless our Transaction Processing service is used, the Seller is responsible for shipping up to the point of delivery or otherwise completing the transaction with the Buyer within 2 days, unless there is an exceptional circumstance.

The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and posting the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not alter the item's price after a sale for the purpose of avoiding TheFarmacy.co Transaction Fee, misrepresent the item's location, or use another Merchant's account without permission. Sellers may not encourage Buyers to purchase an item listed on TheFarmacy.co outside of the TheFarmacy.co Site.

Guidelines for Service Providers

The following guidelines apply to service providers:

·A Service Provider must perform the service as outlined in the scope of work on the service detail page on the date the service was purchased. The Service Provider may not solicit additional products or service orders that do not appear on TheFarmacy.co Site or Marketplace before, during or after the service call. If the Buyer requests services or products outside of the defined scope of work, then the service provider may fulfill that request and charge the Buyer directly.

·For in-home services, if you send a non-approved technician to fulfill a service order, your selling privileges may be removed

Prohibited Items and Activities

You are solely responsible for your conduct and activities on and regarding to TheFarmacy.co Site and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post, and display on TheFarmacy.co’s Site, and you agree to comply with the following conditions. Your Content:

·May not be fraudulent or involve the sale of illegal, counterfeit or stolen items;

·Must not infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy;

·May not be defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person, or falsely state or otherwise misrepresent your affiliation with any person;

·May not contain or transmit any code of a destructive nature that may damage, interfere with, intercept or expropriate any TheFarmacy.co, or user of TheFarmacy.co, data or personal information;

·May not attempt to circumvent the established TheFarmacy.co sales process or to divert TheFarmacy.co Buyers to another website or sales process is prohibited.

·May not use unauthorized and improper business names.

·May not send unsolicited email and phone communications with TheFarmacy.co users, email and phone communications other than as necessary for order fulfillment and related customer service, and emails and phone calls related to marketing communications of any kind (including within otherwise permitted communications) are prohibited.

You may not misuse TheFarmacy.co Site in any of the following manners:

·If you upload excessive amounts of data repeatedly, or otherwise use the Service in an excessive or unreasonable way, TheFarmacy.comay in its sole discretion restrict or block your access to product feeds or any other functions that are being misused until you stop its misuse.

·Any attempt to manipulate ratings, feedback, or reviews is prohibited.

·The rating and feedback features allow Buyers to evaluate the overall performance of a Seller, helping Sellers to develop a reputation within the TheFarmacy.co Marketplace. You may not post abusive or inappropriate feedback or include personal information about a transaction partner. This also includes posting ratings or feedback to your own account. You may request feedback from a Buyer, however you may not pay or offer any incentive to a Buyer for either providing or removing feedback.

·Reviews are important to the TheFarmacy.coMarketplace, providing a forum for feedback about product and service details and reviewers' experiences with products and services—positive or negative. You may not write reviews for products or services that you have a financial interest in, including reviews for products or services that you or your competitors sell. Additionally, you may not provide compensation (including free or discounted products) for a review. Review solicitations that ask for only positive reviews or that offer compensation are prohibited. You may not ask Buyers to modify or remove reviews.

·The best Seller rank feature allows Buyers to evaluate the popularity of a product. Any attempt to manipulate sales rank is prohibited. You may not solicit or knowingly accept fake or fraudulent orders, including placing orders for your own products. You may not provide compensation to Buyers for purchasing your products or provide claim codes to Buyers for the purpose of inflating sales rank. In addition, you may not make claims regarding a product's best Seller rank in the product detail page information, including the title and description.

·When customers use TheFarmacy.co's search engine and browse structure, they expect to find relevant and accurate results. To protect the customer experience, any attempt to manipulate the search and browse experience is prohibited.

Product Pricing

You may list items at any price you feel is fair, within the limits set by TheFarmacy.co. The "item price” is the amount payable by a Buyer, excluding shipping and handling and sales tax, as it appears when you list an item. The Seller is obligated to sell the goods at the listed price to Buyers who meet the Seller's terms. By listing an item in a fixed price, you represent and warrant to prospective Buyers that you have the right and ability to sell, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive.

Sellers may not list items at a price in excess of $10,000.

Seller must always ensure that the item price you list on TheFarmacy.co Site is at or below the item price at which you offer and/or sell via any other online sales channel.

The "total price” of a transaction is the amount payable by a Buyer as well as all terms of offer/sale. This includes all of the following:

·Shipping and handling charges

·State Sales Tax (where required)

·Discounts, rebates, or special sales/promotions you offer/make with respect to purchases

·Shipping method

·Business practices, such as any reduction or elimination of shipping charges on an order, or of any other order-related fees and expenses

·Low-price guarantees

The total price does not include discounts, sales, rebates, or other promotional offers you attempt to make available through the TheFarmacy.co Marketplace but that we do not honor or support.

Transaction Processing

By registering for or using the Services, you authorize TheFarmacy.co to act as your agent for purposes of processing payments, refunds and adjustments for your transactions, receiving and holding sales proceeds on your behalf, remitting sales proceeds to your bank account, charging your credit card (if necessary), and paying TheFarmacy.co and its affiliates amounts you owe in accordance with this Agreement (collectively, the "Transaction Processing"). "Sales Proceeds" means the gross proceeds from any of your transactions, including all shipping and handling, gift wrap and other charges, but excluding any taxes separately stated and charged. "Your Transaction" means any sale of your items or services through the Site.

The Transaction Processing facilitates Buyers to purchase Seller’s items listed on the Site. Sales Proceeds are credited to a registered Seller's Account, and funds are periodically transferred to the Seller's designated bank account ("Seller's Account"). When a Buyer purchases products or services from your store on TheFarmacy.co using our checkout payment feature, you agree that the Buyer authorizes and orders us to collect the payment on your behalf and commit the Buyer's payment to you less any applicable TheFarmacy.co’s Transaction Fees. You agree that Buyers satisfy their obligations to you for Your Transactions when we receive the Sales Proceeds. Our obligation to remit funds received by us on your behalf is limited to funds that we have actually received less amounts you owe to TheFarmacy.co, subject to chargeback or reversal or withheld for anticipated claims in accordance with this Agreement.

The Transaction Processing helps facilitate Your Transactions and we are not the purchaser of the Seller's goods. Seller will resolve any dispute directly with Buyer or with the assistance of the TheFarmacy.co.com. You must provide us true and accurate information when registering and must maintain and update that information as applicable. We may at any time require you to provide certain financial, business or personal information we request to verify your identity. Seller will not impersonate any person or use a name he or she is not legally authorized to use. Seller authorizes us to verify his or her information (including any updated information), to obtain credit reports about Seller in order to approve Seller for use of TheFarmacy.co’s Transaction Processing and to obtain an initial credit authorization from Seller's credit card issuer at time of registration. TheFarmacy.co Privacy Policy applies to your use of our Transaction Processing.

Sales Proceeds can be credited only to bank accounts in the United States or any other country shown as supported by our standard functionality and enabled for your account (which functionality may be modified or discontinued by us at any time without notice). Sellers waive any rights with respect to Transaction Processing when shipping to an address other than that provided by TheFarmacy.co during Transaction Processing.

Transaction Processing is generally available seven (7) days per week, twenty-four (24) hours per day, except for scheduled downtime due to system maintenance. We can initiate credits to Seller's Account only on a Business Day when the automated clearinghouses are open for business. For purposes of this Agreement, a "Business Day" is a Monday through Friday, excluding federal banking holidays. We will inform you of each completed transaction using our standard procedures. In addition, you can access your transaction information online in your store.

TheFarmacy.co will initiate a credit to Seller's Account every Friday ("Payment Date") for all Transactions that have occurred since the prior credit to Seller’s Account, less any Transactions occurring within 48 hours of the credit. All balances for a given 7-day period, will be reflected in the Payment Account summary. We will initiate a transfer to Seller's Account on each Payment Date for the total amount of Sales Proceeds you received from Buyers' authorized payment, less any transaction fees or other amounts we may collect under this Agreement, any refunds, adjustments, or other amounts paid to Buyers in connection with Your Transactions, or for funds you otherwise received since the last Payment Date, with the exception of any Transactions occurring within 48 hours of the Payment Date. The amount of the Transaction Fees for the Services will be posted to Seller's Payment Account. Without limiting TheFarmacy.co’s rights to collect any amounts you owe, TheFarmacy.co Payments' receipt of Sales Proceeds discharges your obligation to pay applicable fees and other amounts under this Agreement to the extent the Sales Proceeds equal or exceed the Transaction Fees and other amounts you owe and the Sales Proceeds are applied to the payment of those fees and amounts.

Transfers to the Seller's Account will generally be credited within five Business Days of the Payment Date. On occasion, we may send Seller a paper check instead of an electronic credit to Seller's Account. We will do so, for instance, if Seller's bank will not accept an electronic credit to Seller's Account.

As a security measure, we may, but are not required to, impose transaction limits on some or all Buyers and Sellers relating to the value of any transaction, disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per day or other period of time. Neither we nor our affiliates will be liable to Seller: (i) if we do not proceed with a transaction, disbursement, or adjustment that would exceed any limit established by us or our affiliates for a security reason, or (ii) if we or our affiliates permit a Buyer to withdraw from a transaction because the Transaction Processing is unavailable following the commencement of a transaction.

If we reasonably conclude based on information available to us that Seller's actions and/or performance in connection with the Services may result in Buyer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Services or this Agreement until the completion of any investigation(s) regarding any Seller actions and/or performance in connection with this Agreement. We will not be liable to Seller if we act in accordance with the provisions of this Section.

We may refuse service to anyone for any reason. Seller will bear the risk of credit card fraud (i.e., fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, and Seller will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any of Seller's products that are not fulfilled strictly in accordance with the order information and shipping information that TheFarmacy.co provides you. TheFarmacy.co reserves the right to seek reimbursement from Seller if TheFarmacy.co, in its sole discretion, decides to reimburse Buyer or provide a refund to Buyer if Seller cannot promptly deliver the goods, discover erroneous or duplicate transactions, or receive a chargeback from Buyer's credit card issuer for the amount of Buyer's purchase from Seller. We may obtain reimbursement of any amounts owed by Seller to TheFarmacy.co or us by deducting from future payments owed to Seller, reversing any credits to Seller's Account, charging Seller's credit card, or seeking such reimbursement from Seller by any other lawful means. You authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your credit card or bank account.

We reserve the right, upon termination of this Agreement or Seller's use of the Services, to set off against any payments to be made to Seller, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to Buyers in connection with Your Transactions from Seller's Account for a prospective three-month period. At the end of such three-month period following termination, we will disburse to Seller any amount not used to offset chargebacks, refunds, adjustments, or such other amounts paid to Buyers, or seek reimbursement from Seller via any of the means authorized in this Agreement for any additional amount required to offset chargebacks, refunds, adjustments, or other amounts paid to Buyers, as applicable.

Sales Proceeds will be held in an account (a "Payment Account") of TheFarmacy.co’s sole choosing. Sales Proceeds are not insured by the Federal Deposit Insurance Corporation. Prior to disbursing funds to you, TheFarmacy.co may combine Sales Proceeds held with the funds of other users of the Services, invest them, or use them for other purposes permitted by applicable laws. You will not receive interest or any other earnings on any Sales Proceeds. To the extent required by applicable laws, TheFarmacy.co will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds.

If there is no activity (as determined by us) in connection with your Payment Account for the period of time set forth in applicable unclaimed property laws and we hold Sales Proceeds on your behalf, we will notify you by means designated by us and provide you the option of keeping your Payment Account open and maintaining the funds in your Payment Account. If you do not respond to our notice(s) within the time period we specify, we will send the funds in your Payment Account to your state of residency, as determined by us based on the information in your Payment Account.

Sales Proceeds Payments

For TheFarmacy.co to make payments to Merchants for Your Transactions through the TheFarmacy.co Site, TheFarmacy.co requires that you provide complete identifying information, including without limitation a Federal Employer or Tax ID Number of your business, or a social security number if a sole proprietorship, as well as account information for a valid financial account. TheFarmacy.co will maintain the security of your account information using a third-party provider. TheFarmacy.co does not share your personal, business, or bank account information. You represent and warrant that all information provided by you to TheFarmacy.co in connection with your TheFarmacy.co Merchant account is complete and accurate. You agree to update all such information promptly in the event of any changes. The provision of inaccurate information shall be grounds for revocation of your agreement with TheFarmacy.co, without limitation to other available remedies. TheFarmacy.co reserves the right to reject a Merchant application for a TheFarmacy.co account for any reason.

By entering into this Agreement and posting products and services for sale on TheFarmacy.co Site, you agree to complete the transaction as described by this Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.

For purchases initiated on TheFarmacy.co Site, in which the payment was made through TheFarmacy.co Transaction Processing, TheFarmacy.co shall pay you the Net Sales Proceeds, less any Transaction Fees deducted, as follows:

 

·TheFarmacy.co issues payment for all Net Sales Proceeds, less any transactions occurring with a 48 hour period, every Friday on a rolling weekly basis via direct deposit to the bank account associated with your Merchant account. Transfers typically take 24 hours to arrive in your associated bank account. Some banks may take longer than 24 hours to process payments, particularly on weekends and holidays. You hereby authorize these payments.

·If, in our determination, you have not provided the goods or services to the Buyer in connection with the TheFarmacy.co transaction, or otherwise violated these Terms and Conditions in connection with a submitted transaction, you agree that TheFarmacy.co shall have the right to withhold and not to pay you such Net Sales Proceeds in connection with said transaction, and/or to collect a refund from you via cancellation of payment or debit to your account following a distribution of Net Sales Proceeds, or to deduct such amount of Net Sales Proceeds from future purchases to your Merchant account.

Chargebacks

In the event TheFarmacy.co receives a chargeback from a TheFarmacy.co Buyer for any transaction approved by TheFarmacy.co at checkout, TheFarmacy.co will not seek reimbursement from the Merchant unless:

·A transaction in which a Merchant or a Merchant employee actively commits or colludes to commit fraud against TheFarmacy.co, a User, or any credit card holder or issuer;

·A transaction that exceeds the standard transaction limit imposed by TheFarmacy.co pursuant to these Terms and Conditions, to the extent Merchant requests and is approved by TheFarmacy.co to exceed such standard transaction limit;

In addition to the above requirements, you agree to the following conditions concerning the submission of transactions to TheFarmacy.co:

·You agree that the entity identified to TheFarmacy.co in connection with the establishment of your Merchant account shall be the only entity for which TheFarmacy.co transactions are submitted. You are not authorized to submit TheFarmacy.co transactions or accept payments from TheFarmacy.co on behalf of a third party.

·You shall not use the TheFarmacy.co Site for the purpose of accepting security or payment for loans, providing cash advances, check cashing, or otherwise distributing cash to any person or entity. You warrant to TheFarmacy.co that you comply with all applicable laws and regulations concerning the prevention of money laundering and/or funding of terrorist organizations.

·You shall not use the TheFarmacy.co Site for transactions in connection with any illegal activity, in violation of any federal, state, or local law, or in connection with any lottery or gambling activity.

·You agree to comply with any individual transaction amount limits imposed by TheFarmacy.co, or to a series of transactions by the same User within a 24-hour period, and not to attempt to circumvent such individual transaction limits by "structuring” transactions, or breaking a large transaction amount into multiple smaller transaction amounts.

·You agree that you will immediately notify TheFarmacy.co of any actual or suspected unauthorized use, fraud, violations of any state or federal laws or regulations, or other breach of these Terms and Conditions by any User;

·You agree to ensure that none of your employees or agents requests that a TheFarmacy.co User divulge their credit or debit card account number, PIN number, or other personal identifying information such as address, telephone number, email address, or name, in connection with or as a condition to any TheFarmacy.co transaction, unless specifically instructed by TheFarmacy.co Support.

Merchant Payment Terms

Merchant hereby acknowledges that TheFarmacy.co’s origination of all ACH transactions to Merchant Bank Account must comply with provisions of U.S. law. ACH payments take up to five (5) business days to become available in the Merchant Bank Account after processing.

Merchant will not attempt to bill or collect reimbursement from any third-party for any of Merchant's services. Merchant will accept the amounts received from TheFarmacy.co as payment in full for all products or services provided and delivered by Merchant.

In the event that any fees due to TheFarmacy.co under any agreement, including these Terms and Conditions, become more than thirty (30) days past due, the fees will accrue interest at the rate of one percent (1%) per month until paid to TheFarmacy.co and/or collected by TheFarmacy.co.

Seller Taxes

It is the Merchant's responsibility to determine what, if any, taxes apply to the payments Merchant makes or receives, and it is Merchant’s responsibility to collect, report and remit the correct tax to the appropriate tax authority. TheFarmacy.co is not responsible for determining whether taxes apply to Merchant’s transaction with Buyers, or for collecting, reporting or remitting any taxes arising from any transaction with or by Merchant and Buyer. Merchant may be asked to provide TheFarmacy.co with a valid Tax Identification Number for tax reporting purposes. An IRS Form 1099 may be issued in Merchant’s name for the value of payments made. Notwithstanding anything else in this Agreement, Merchant shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which Merchant is required to be so registered, and shall be responsible for paying any and all sales, use or any other taxes related to the Merchant transactions or the goods and services.

Merchant bears sole financial responsibility for any and all sales, use, excise, general, GST, or other similar taxes, including any interest penalties and additions related thereto, imposed on or arising from the transactions contemplated by these Terms and Conditions ("Transaction Taxes”), if any. TheFarmacy.co shall apply the applicable Transaction Tax to the amounts it retains and/or other fees remitted to TheFarmacy.co pursuant these Terms and Conditions. Transaction Taxes are calculated using the Merchant’s billing address and will be included on invoices. Tax rates are subject to change. If applied, Transaction Taxes will be calculated at the time of each payment using the rates in effect under current law.

TheFarmacy.co may be required by tax authorities to withhold taxes on behalf of Merchant. TheFarmacy.co reserves the right to deduct any such taxes from amounts due to Merchant and to remit them to the appropriate tax authority. TheFarmacy.co may also be required to report the withholding tax payments to the tax authorities. TheFarmacy.co shall provide evidence of payment of withholding taxes to Merchant no later than 60 days after payment of the withholding taxes.

Notwithstanding anything to the contrary, TheFarmacy.co will have no obligation to advance amounts that have been paid to TheFarmacy.co by a Buyer until Merchant has complied with Merchant's obligations under these Terms and Conditions. If TheFarmacy.co reasonably believes that Merchant has breached any provision of these Terms and Conditions, TheFarmacy.co may offset, delay, withhold, or suspend future payments to Merchant, in TheFarmacy.co's sole discretion. In addition, if Merchant is unwilling to, or in TheFarmacy.co's reasonable discretion appears unable to, perform its obligations under these Terms and Conditions, TheFarmacy.co is authorized to offset, delay, withhold, or suspend future payments to Merchant in addition to such other remedies as may be available under these Terms and Conditions or at law, to secure payment from Merchant for any refunds and/or other amounts payable by Merchant under these Terms and Conditions.

IRS Reporting Regulations on Third-Party Payment Transactions

Due to Internal Revenue Service (IRS) regulations, U.S. third-party settlement organizations and payment processors, including TheFarmacy.co, are required to file Form 1099-K for U.S. taxpayer Merchants who meet the following thresholds in a calendar year:

  • More than $20,000 in unadjusted gross sales, and
  • More than 200 transactions.

IRS regulations require non-U.S. taxpayers to provide Form W-8BEN to TheFarmacy.co in order to be exempt from U.S. tax reporting requirements.

As a result of these and other upcoming regulations, the following Merchants are required by TheFarmacy.co to provide taxpayer identification information to TheFarmacy.co:

  • All Professional Merchants
  • Individual Merchants that exceed 50 transactions in a calendar year, regardless of sales volume

You can provide your information to TheFarmacy.co by clicking hereand using a self-service interview process that will guide you through entering your taxpayer information and validating your W-9 or W-8BEN form. In order to fulfill the IRS requirements as efficiently as possible, answer all questions and enter all information requested during the interview.

Avoid misspellings or entering incorrect Tax Identification Numbers, both of which can result in an invalidated tax form. Move forward or backward through the interview process at your own pace. Don't worry if you're not sure which form (W-9 or W-8BEN) applies to you. The answers you provide during the interview will automatically determine that for you. To help protect the security of your taxpayer identification information, please do not disclose it by e-mail or over the phone.

Help is available throughout the interview process, including links to IRS publications that support the IRS forms W-9 and W-8BEN.

Important Notice: Information in this document does not constitute tax, legal, or other professional advice and must not be used as such. To find out how this new legislation will affect your business, or if you have other questions, please contact your tax, legal, or other professional adviser.

Fees

TheFarmacy.co shall collect Hosting Fees, Setup Fees, and other monthly or one-time Fees, when due to TheFarmacy.co via direct ACH debit to a United States bank account designated by TheFarmacy.co for the payment of such fees. If the applicable Fees become thirty (30) days past due, TheFarmacy.co may issue an ACH debit to the United States bank account specified for the payment of Net Sales Proceeds, and/or offset such fees against Net Sales Proceeds. In addition, TheFarmacy.co applies a Transaction Fee to each purchase processed through the Site. Merchant hereby authorizes these transfers as payment to TheFarmacy.co.

TheFarmacy.co charges the following fees:

·TheFarmacy.co may charge a one-time Setup Fee in connection with the set up or assistance in enabling your store on TheFarmacy.co’s marketplace ("Setup Fee”). TheFarmacy.co collects Setup Fees, if any, upon initiation of your Service in TheFarmacy.co’s marketplace.

·TheFarmacy.co charges a Transaction Fee, in accordance with TheFarmacy.co’s Category Transaction Fee Table on the total value of each transaction made by a User on the TheFarmacy.co Site or marketplace ("Transaction Fee”). Transaction Fees are deducted from Net Sales Proceeds at the time of the purchase. Amounts retained by TheFarmacy.co from the Net Sales Proceeds are compensation to TheFarmacy.co for marketing, promoting, advertising, and attracting Buyers through the production of TheFarmacy.co original content on behalf of Merchant.

·TheFarmacy.co may charge a monthly fee per store for access to the TheFarmacy.co marketplace and for store hosting ("Hosting Fee”). TheFarmacy.co collects Hosting Fees monthly, on the first of each month. A specified Hosting Fee applies to each store location beginning thirty (30) days after the execution of an agreement incorporating these terms.

·In addition to the standard Transaction Fee and Hosting Fee, TheFarmacy.co may charge a fee for Sponsorship or Product Placement in TheFarmacy.co original content.

To the extent you have agreed with TheFarmacy.co for the provision of additional or alternative services, any additional or alternative fees will be charged on a monthly basis (or such other regular interval as agreed) ("Other Fees”).

Fees are subject to change. Increases to any fee shall become effective after TheFarmacy.co provides you with at least thirty (30) days' notice by posting the changes on the Site. In the event TheFarmacy.co introduces a new service, the fees for that service shall be effective upon the launch of the new service. Unless otherwise stated, all fees are quoted in US Dollars.

Transaction Fees by Category

When your item sells, TheFarmacy.co collects the amount paid by the Buyer, including the item price and any shipping, gift wrap, sales tax, or other charges. TheFarmacy.co deducts the applicable Transaction Fee percentage in each case excluding any taxes and shipping collected through TheFarmacy.co.

The table below describes the Transaction Fees by category.

Product Type

Transaction Fee

Clothing

15%

Fashion Accessories

15%

Food & Drink

12.5%

Skin Care, Beauty Products

15%

Topicals, Pain Relief Cream

15%

Travel Packages

3%

Vaporizers

17.5%

Pipes, Bongs and other Paraphernalia

17.5%

Yoga and Meditation Services

12.5%

Massage and Spa Services

12.5%

Seeds

15%

Dispensary Purchases

12.5%

All Other Products

15%

 

The All Other Products category is available to Sellers for products that do not clearly fit within existing categories. Do not list items in the All Other Products category that appropriately fall within another category.

Merchant Reviews

Reviews are a way to build your reputation on TheFarmacy.co Site or Marketplace. Users who purchase a product or services can leave a review of their purchase. Users can edit their review any number of times during the initial 30 day period following the posting of the review. In the event you receive an unfavorable review, you can reach out to the User or leave a response. Reviews and your response to reviews may not contain private information; obscene, racist, or harassing language or imagery; prohibited medical drug claims; advertising or spam; or undermine the integrity of the Reviews system.

Any attempt to manipulate reviews through threats, intimidation, or bribery is considered extortion and is strictly prohibited on TheFarmacy.co Site. Extortion includes when a merchant offers a User additional goods, services, or compensation in exchange for a positive review.

Shilling is also strictly prohibited on TheFarmacy.co Site. Shilling is the fraudulent inflation of a Merchant’s reputation by use of an alternate account. The intent of shilling is to make a Merchant look more desirable by increasing the Merchant’s number of sales and overall review score. Not only does it violate our core value of transparency, but it is considered to be a deceptive business practice by the US Federal Trade Commission. Reviews must reflect the honest, unbiased opinions, findings, beliefs, or experience of the Buyer.

Customer Service

At TheFarmacy.co, we expect our Merchants to provide a high level of customer service. By selling products and services on TheFarmacy.co Site or marketplace, you agree to:

·Honor your shipping and processing times. Merchants are obligated to ship an item or otherwise complete a transaction with a Buyer in a prompt manner, unless there is an exceptional circumstance.

·Respond to Buyer inquiries or complaints in a timely manner.

·Resolve disagreements or disputes directly with the Buyer.

·If you are unable to complete an order, you must notify the Buyer and cancel the order.

Interactions with Users

Merchants are solely responsible for interactions with Buyers. All users agree to exercise caution and good judgment in all interactions with others. Your communication with Buyers is primarily intended for communicating about transactions and orders that are underway, and agree to the following conditions:

·You must not send unsolicited advertising or promotions, requests for donations, or spam;

·You must not pass on Buyer email addresses or any other information on to third parties;

·You must not knowingly harass, threaten, blackmail or abuse Buyers;

·If someone explicitly tells you not to contact them, you must not contact them again, unless you are involved in an open transaction;

·You must not interfere with a transaction, which includes not contacting Buyer to purchase an item listed on TheFarmacy.co marketplace outside of the TheFarmacy.co marketplace;

·You must not communicate with a Buyer involved in an active or completed transaction to warn the member away from a particular Buyer, Seller or item.

·You may receive a Buyer’s email address or other information as a result of entering into a transaction with that Buyer. This information may only be used for TheFarmacy.co-related communications or for TheFarmacy.co-facilitated transactions. You may not use this information for unsolicited commercial messages or unauthorized transactions. Without the Buyer’s explicit consent, you may not add any TheFarmacy.co members to your email or physical mailing list or store or misuse any payment information. For more information, please see our Privacy Policy.

Cancellations

We ask Buyers to contact a Seller directly and attempt to resolve any outstanding issues before opening a case on TheFarmacy.co. For this reason, it is important that you fill out your shop policies and respond promptly to inquiries or notices from your Buyers.

Buyers may file a case for a non-delivery or a not-as-described item. You must respond to any open cases within five (5) days.

A Non-Delivery occurs when a Buyer places an order and submits payment, but does not receive the item. The following are examples of Non-Delivery cases:

1. An item was never sent.

2. An item was sent to an address that is not on the TheFarmacy.co order receipt.

3. There is no proof that the item was shipped to the Buyer’s address.

An item is Not as Described if it is materially different from your listing description or your photos. The following are examples of Not as Described cases:

1. The item received is a different color, model, version, or size than is shown in the photo or described in the listing.

2. The item has a different design or is made of different material.

3. The item was advertised as authentic but is not authentic.

4. You failed to disclose the fact that an item is damaged or is missing parts.

5. A Buyer purchased multiple items but did not receive the quantity ordered.

Not as Described cases can also be filed for late delivery. In order to qualify as late delivery, the Buyer must provide proof that all of these conditions have been met:

1. The item(s) were ordered for a specific date or event.

2. A deadline was agreed upon by the Buyer and Seller.

3. The item(s) are rendered useless after that date.

If you are unable to complete a transaction, you must notify TheFarmacy.co and the Buyer of your cancelation, and if the transaction occurred on TheFarmacy.co Site, you must issue a full refund to TheFarmacy.co. We will in turn issue a refund to the Buyer. You are encouraged to keep proof of any refunds in the event a dispute arises.

You may cancel a transaction under the following circumstances:

1.Both you and the Buyer agree to cancel the transaction prior to shipment;

2.You have decided to refuse service to the Buyer, and if the Buyer has already paid, you have agreed to issue a full refund;

3.The Buyer did not receive the item(s) ordered, even though you provided proof of shipping (Refunding shipping is optional);

4.Both you and the Buyer agreed that the Buyer could return the item for a refund, you have received the returned item and issued a refund to the Buyer for the item (Refunding shipping is optional).

Returns

You agree to accept and process returns, refunds and adjustments in accordance with this Agreement and the TheFarmacy.co’s return policies published on the Site at the time of the applicable order, and we may inform customers that these policies apply to your products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to Buyers in connection with Your Transactions, using functionality we enable for your account, and will route all such payments through TheFarmacy.co. We will provide any such payments to the Buyers (which may be in the same payment form originally used to purchase your product), and you will reimburse TheFarmacy.co for all amounts so paid. We may offset such payments against any amounts to be remitted or paid by TheFarmacy.co to Seller under this Agreement or seek reimbursement from Seller via other means. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable TheFarmacy.co return policies and as required by law, and in no case later than thirty (30) days after the obligation arises.

User Complaints

If TheFarmacy.co receives any User complaints related to your transactions, you will cooperate with us as we investigate such complaints. While we will seek to resolve complaints to the satisfaction of all parties, we might not be successful in doing so, and so we reserve the right to refund payments to Users, and adjust the Net Sales Proceeds owed to you correspondingly, as determined to be necessary in our sole discretion.

You agree to accept responsibility for any User complaints and/or customer service issues that may arise in connection with any User’s redemption or attempted redemption at your store. As a Merchant utilizing the TheFarmacy.co Site and marketplace, your conduct and business practices reflect upon TheFarmacy.co and the community of Merchants accepting TheFarmacy.co transactions. TheFarmacy.co reserves the right to terminate your use of the TheFarmacy.co marketplace if, in its sole discretion, it determines that your business, conduct, or business practices reflect poorly upon TheFarmacy.co.

Dispute Resolution

All disputes arising out of, or relating in any way to this Agreement, shall be resolved pursuant to this TheFarmacy.co’s Dispute Resolution as delineated in this Dispute Resolution section.

EXCEPT AS SPECIFICALLY STATED HEREIN, ANY DISPUTE OR CLAIM BETWEEN MERCHANT AND THEFARMACY.CO ARISING OUT OF, OR RELATING IN ANY WAY TO, THESE TERMS AND CONDITIONS ("DISPUTES") SHALL BE RESOLVED EXCLUSIVELY BY FINAL, BINDING ARBITRATION. MERCHANT AND THEFARMACY.CO ARE EACH GIVING UP THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR JURY (EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION). The provisions of this Section shall constitute Merchant’s and TheFarmacy.co’s written agreement to arbitrate Disputes under the Federal Arbitration Act. The arbitration will be administered by the American Arbitration Association ("AAA") and conducted before a single arbitrator pursuant to its applicable rules, including those applicable to Commercial Disputes, available at http://www.adr.org or by calling 800-778-7879. The arbitrator will apply and be bound by these Terms and Conditions, apply applicable law and the facts, and issue a reasoned award.

To begin an arbitration proceeding, Merchant or TheFarmacy.co must submit the Dispute by making a demand for arbitration as detailed at http://www.adr.org. If Merchant demands arbitration, it shall simultaneously send a copy of the completed demand to the following address: [OUR COMPANY ADDRESS]. If TheFarmacy.co demands arbitration, it shall simultaneously send a copy of the completed demand to the Merchant's address of record. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. TheFarmacy.co will reimburse those fees for Disputes totaling less than $10,000 if Merchant is the prevailing party in such arbitration. TheFarmacy.co will not seek attorneys' fees and costs in arbitration unless the arbitrator determines that a Merchant Dispute is frivolous. The arbitration will be conducted based upon written submissions unless Merchant requests and/or the arbitrator determine that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines an in-person hearing is necessary, the hearing will proceed in Los Angeles, CA, unless the arbitrator determines or we agree that the matter should proceed in the county of Merchant's principal place of business.

WE EACH AGREE THAT WE SHALL BRING ANY DISPUTE AGAINST THE OTHER IN OUR RESPECTIVE INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. IN ADDITION, WE EACH AGREE THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.

If for any reason a Dispute proceeds in court: (i) Merchant and TheFarmacy.co agree that any such Dispute may only be instituted in a state or federal court in Los Angeles County, CA; (ii) Merchant and TheFarmacy.co irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; (iii) Merchant and TheFarmacy.co agree that the Federal Arbitration Act, the AAA rules, applicable federal law and the laws of the State of California, without regard to principles of conflicts of law, will govern this Agreement and any Disputes; and (iv) MERCHANT AND THEFARMACY.CO AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.

Notwithstanding anything to the contrary in this Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to claims that the other party’s conduct may cause the other irreparable injury.

In the event TheFarmacy.co is the prevailing party in any Dispute, subject to any exceptions in this Section 14, Merchant shall pay to TheFarmacy.co all reasonable attorneys’ fees and costs incurred by TheFarmacy.co in connection with any Dispute.

Data Reporting and Analytics

TheFarmacy.co provides to Merchants, via the TheFarmacy.co Merchant Dashboard interface, access to certain User Data and related reporting and analytics features concerning transactions conducted on the TheFarmacy.co Site or marketplace at Merchant’s locations. The User Data provided to Merchants pursuant to these Terms and Conditions includes a history of a Buyer’s transactions via the TheFarmacy.co marketplace at your store (i.e., the date, time, location, and amount of each customer’s individual purchases). Unless specifically authorized by a User, the User Data provided will not include the user’s credit card or financial information.

Subject to these Terms and Conditions and TheFarmacy.co’s Privacy Policy, TheFarmacy.co grants to Merchant a non-exclusive license during the time Merchant’s store is active and in good standing on TheFarmacy.co’s Site, to capture, store, use, and transfer any and all User Data provided to or made available to Merchant by TheFarmacy.co, in any way that Merchant sees fit. Merchant’s rights in User Data provided by or made available by TheFarmacy.co shall be unlimited. TheFarmacy.co retains ownership of all User Data collected by the TheFarmacy.co.

Customer Data Restrictions

·"Customer Data" refers to all identifiable information about Buyers generated or collected by TheFarmacy.co or Merchant, including, but not limited to, Buyers' name, shipping addresses, email addresses, phone numbers, purchaser preferences and tendencies, and financial transaction data.

·Merchant shall use Customer Data only to fulfill its obligations in connection with the Buyer’s order as authorized by these Terms and Conditions. Merchant expressly agrees that any Customer Data shall be used only for this purpose, and not to enhance a file or list owned by Merchant, or any third party. Merchant represents, warrants, and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose, unless required by applicable law. If Merchant engages any third party to facilitate its redemption obligations hereunder, Merchant shall ensure that such third party implements and complies with reasonable security measures in handling any Customer Data. If any Customer Data is collected directly by Merchant or a third party engaged by Merchant to facilitate its redemption obligations hereunder, Merchant shall ensure that it or such third party adopts, posts, and processes the Customer Data in conformity with its posted privacy policy and all applicable laws.

·As long as Merchant uses Customer Data in compliance with applicable law and Merchant's posted privacy policy, restrictions stated in these Terms and Conditions on Merchant's use of Customer Data do not apply to: (i) data from any Buyer who is already a customer of Merchant before opening a store on TheFarmacy.co marketplace, if such data was provided to Merchant by such Buyer independent of these Terms and Conditions or any transaction hereunder; or (ii) data supplied by a Buyer directly to Merchant who becomes a Buyer of Merchant in connection with such Buyer explicitly opting in to receive communications from Merchant.

·Merchant shall immediately notify TheFarmacy.co if Merchant becomes aware of or suspects any unauthorized access to or use of Customer Data or any confidential information of TheFarmacy.co, and shall cooperate with TheFarmacy.co in the investigation of such breach and the mitigation of any damages. Merchant will bear all associated expenses incurred by TheFarmacy.co to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorized access or acquisition of Customer Data while such data is in Merchant's reasonable possession or control. Upon termination or expiration of this Agreement, Merchant shall, as directed by TheFarmacy.co, destroy or return to TheFarmacy.co all the Customer Data in Merchant's or any agent of Merchant's possession.

Marketing

In order to promote the success and accelerated use of TheFarmacy.co following integration at your Merchant locations, TheFarmacy.co will list and/or promote Merchant’s location(s) to Users within the TheFarmacy.co marketplace in a manner as determined by TheFarmacy.co. In connection with such efforts, you grant us, our affiliates and our advertising partners, a limited, non-exclusive license to use, copy, reproduce, modify, license, distribute and publish any of your trademarks, service marks, logos, photographs, text, images or other content ("Merchant Content”) for publication as part of marketing or promotion of your use of TheFarmacy.co to TheFarmacy.co Users and new users, including in applications, on the TheFarmacy.co Site, TheFarmacy.co Apps, and through the online services of our affiliates and advertising partners. You represent and warrant to us that you have the right to provide the Merchant Content to us, and that the use, copying, modification and publication of the Merchant Content by us and by our affiliates and advertising partners: (a) will not infringe, violate or misappropriate any third party copyright, patent, trade secret or other proprietary rights, (b) will not infringe any rights of publicity or privacy, and (c) will not be defamatory or obscene or otherwise violate any law.

Intellectual Property

You agree and acknowledge that TheFarmacy.co owns and retains all ownership of all right, title and interest (including without limitation all copyright, trademark, patent, and/or trade secret rights) in and to the inventions, software, hardware, technology, tools, content, Campaigns, User Data, confidential information, Sites, guides, online services, trademarks, logos, data, and other materials related to the TheFarmacy.co Site, marketplace, and TheFarmacy.co Apps, TheFarmacy.co integration software, other than the Merchant Content, or otherwise used by us to promote, sell, generate, or distribute the use of the TheFarmacy.co Site, marketplace, and TheFarmacy.co Apps (collectively, the "TheFarmacy.co Content”). While these Term and Conditions are in effect, you may use the TheFarmacy.co Content solely for the purposes of and as specified by these Terms and Conditions. Otherwise, TheFarmacy.co reserves all rights in the TheFarmacy.co Content, and no licenses or other rights to the TheFarmacy.co Content are granted to you by your use of the TheFarmacy.co Site and marketplace, or by these Terms and Conditions. Except as expressly provided herein, you shall not rent, lease, publish, license, distribute, transfer, copy, reproduce, display, or modify the TheFarmacy.co Content or any portion thereof, or use such TheFarmacy.co Content as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not prepare any derivative work based on the TheFarmacy.co Content, nor shall you translate, reverse engineer, decompile or disassemble the TheFarmacy.co Content.

If Merchant provides TheFarmacy.co with feedback, suggestions, reviews, modifications, data, images, text, or other information or content about a TheFarmacy.co product or service or otherwise in connection with these Terms and Conditions, (collectively, "Feedback"), Merchant irrevocably assigns to TheFarmacy.co all right, title, and interest in and to Feedback. In the event your assignment to TheFarmacy.co is invalid for any reason, you hereby irrevocably grant TheFarmacy.co and its affiliates a perpetual, paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (i) use, reproduce, perform, display, and distribute Feedback; (ii) adapt, modify, re-format, and create derivative works of Feedback for any purpose and sublicense the foregoing rights to any other person or entity. Merchant warrants that: (A) Feedback is Merchant's original work, or Merchant obtained Feedback in a lawful manner; and (B) TheFarmacy.co and its sublicenses’ exercise of

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