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1. ACCEPTANCE; SCOPE; HIERARCHY OF TERMS
1.1 These Terms of Use (the "Terms") govern your access to and use of https://www.waiponofarms.com, any related websites, portals, applications, content, features, communications, purchases, downloads, and services made available by Waipono Farms (collectively, the "Services").
1.2 By accessing or using the Services, you agree to be bound by these Terms and any policies expressly incorporated by reference, including the Privacy Policy and any transaction-specific terms, program terms, or subscription terms. If you do not agree, you must not access or use the Services.
1.3 If a particular product, order flow, statement of work, subscription page, or promotion contains additional terms, those additional terms govern to the extent of a direct conflict with these Terms solely for that specific offering.
2. ELIGIBILITY; ACCOUNTS; SECURITY
2.1 You represent that you are legally capable of entering into a binding agreement and, if acting on behalf of an entity, that you have authority to bind that entity.
2.2 If account registration is available, you agree to provide accurate and complete information, maintain the confidentiality of your credentials, and promptly notify us of any unauthorized account use or security incident involving your credentials.
2.3 We reserve the right to reject, suspend, or remove accounts, usernames, or credentials that are fraudulent, offensive, misleading, infringing, or otherwise inconsistent with these Terms or our operational requirements.
3. LIMITED LICENSE; RESTRICTIONS
3.1 Subject to these Terms, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal, lawful, and personal or business informational use, as applicable to the offering.
3.2 Except as expressly permitted in writing, you shall not copy, reproduce, republish, upload, post, transmit, frame, mirror, scrape, spider, data mine, reverse engineer, decompile, disassemble, sell, license, or exploit the Services or any portion thereof.
3.3 You shall not use the Services in any manner that could disable, overburden, impair, damage, or compromise the Services or interfere with another user's access or use.
4. ORDERS; PRICING; PAYMENT; TAXES
4.1 Descriptions of products and services are invitations to transact and not binding offers unless expressly stated otherwise. We reserve the right to reject, limit, or cancel any order or request, including after submission, for reasons such as inventory limitations, fraud concerns, pricing errors, or suspected misuse.
4.2 Prices, product descriptions, service scope, availability, and promotional terms may change without notice, except to the extent required by applicable law or expressly agreed for a specific accepted order.
4.3 You authorize us and our payment processors to charge the payment method provided for applicable fees, taxes, shipping charges, recurring charges, and authorized adjustments, subject to any additional terms presented at checkout or in a subscription agreement.
5. USER CONTENT; FEEDBACK; MONITORING
5.1 If you upload, submit, transmit, post, review, or otherwise make content available through the Services ("User Content"), you grant the Company a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, reproduce, modify, adapt, display, publish, perform, distribute, and otherwise use such User Content as reasonably necessary to operate, improve, market, and protect the Services and our business.
5.2 You represent and warrant that you own or control all rights necessary to provide User Content and that such User Content does not violate law, infringe third-party rights, contain malware, or otherwise create liability for the Company or third parties.
5.3 We may, but are not obligated to, monitor, review, screen, remove, or restrict User Content at any time and for any reason, including for suspected violations of these Terms, legal requirements, or reputational or operational concerns.
6. INTELLECTUAL PROPERTY; RESERVATION OF RIGHTS
6.1 The Services and all associated software, code, text, graphics, interfaces, audiovisual works, product names, trade dress, designs, compilations, data, and other content are owned by the Company or its licensors and are protected by intellectual property and other applicable laws.
6.2 Except for the limited license expressly granted above, no right, title, or interest in or to the Services is transferred to you, and all rights not expressly granted are reserved by the Company and its licensors.
6.3 Any unauthorized use of the Services may violate copyright, trademark, privacy, publicity, communications, or other laws and may result in suspension, termination, and legal action.
7. THIRD-PARTY SERVICES; EXPORT; COMPLIANCE
7.1 The Services may integrate with or link to third-party services, websites, or tools. We do not control such third parties and are not responsible for their products, services, content, privacy practices, or terms.
7.2 You agree to comply with all laws applicable to your access and use of the Services, including sanctions, export control, anti-bribery, consumer protection, and data protection laws, to the extent applicable.
7.3 You shall not access or use the Services in any jurisdiction or for any purpose prohibited by law or in violation of any trade restriction or sanction.
8. DISCLAIMERS; LIABILITY LIMITATION; INDEMNITY
8.1 THE SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COMPANY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO THE COMPANY FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) USD $100.
8.4 You agree to defend, indemnify, and hold harmless the Company and its affiliates, and each of their respective directors, officers, employees, contractors, agents, licensors, successors, and assigns, from and against any claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to your use of the Services, your User Content, your breach of these Terms, or your violation of law or third-party rights.
9. TERM; TERMINATION; GOVERNING LAW; DISPUTES
9.1 These Terms remain in effect until terminated. We may suspend or terminate your access to all or part of the Services at any time, with or without notice, where we determine that suspension or termination is appropriate for operational, legal, security, or business reasons.
9.2 Upon termination, all rights granted to you under these Terms immediately cease, but provisions that by their nature should survive shall survive, including ownership, disclaimers, limitations of liability, indemnities, dispute-resolution provisions, and any payment obligations that accrued before termination.
9.3 These Terms shall be governed by the laws of Hawaii, without regard to conflicts-of-law rules. The parties agree to the exclusive jurisdiction and venue of the courts located in Maui County, Hawaii, unless an enforceable arbitration provision is inserted here or elsewhere in the client's transaction documents.
9.4 Arbitration. Reserved. The Company has not adopted a mandatory arbitration agreement or class-action waiver. Disputes are subject to the court jurisdiction and venue stated in Section 9.3. Any arbitration or class-action-waiver rider will be adopted only following jurisdiction-specific legal review.
9.5 Legal notices to the Company shall be sent to legal@waiponofarms.com, and notices to you may be delivered by posting through the Services, by email, or by other reasonable means permitted by law.