Acceptance of These Terms of Service
Croissant Pay, Inc. (“Croissant,” “we,” “us,” or “our”) provides our services (described below) and related content to you through our website(s) located at www.croissant.com (the “Site”) and through our mobile applications and related technologies (“Mobile Apps”, and collectively, such Mobile Apps and the Site, including any updated or new features, functionality, and technology, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site, Mobile Apps, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site and under the “Terms of Service” section of our Mobile App. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service, so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST CROISSANT ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time, including but not limited to Croissant’s Seller Terms and Conditions. All such terms are hereby incorporated by reference into these Terms of Service.
Access and Use of the Service
Service Description: The Service is designed to support and provide resale offers from time to time for eligible goods purchased from participating merchants at a guaranteed or estimated resale price, together with any expiration dates or other terms and conditions we determine.
Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Croissant of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Croissant will not be liable for any loss or damage arising from your failure to comply with this paragraph.
Modifications to Service: Croissant reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Croissant will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
General Practices Regarding Use and Storage: You acknowledge that Croissant may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Croissant’s or its third-party service providers’ servers on your behalf. You agree that Croissant has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Croissant reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Croissant reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Conditions of Access and Use
User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials (“content”) that you make available to Croissant, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Service or by emailing or otherwise making available to other users of the Service (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Croissant. Croissant reserves the right to investigate and take appropriate legal action against anyone who, in Croissant’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:
a) email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) 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; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Croissant, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Croissant or its users to any harm or liability of any type;
b) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
c) violate any applicable local, state, national, or international law, or any regulations having the force of law;
d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
e) solicit personal information from anyone under the age of 18;
f) harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
g) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
h) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
i) obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;
j) circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks; or
k) engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by Croissant from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).
Competitors: No employee, independent contractor, agent, or affiliate of any competitor of Croissant is permitted to view, access, or use any portion of the Service without express written permission from Croissant. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Croissant or any of its affiliates, or acting on behalf of a competitor of Croissant in using or accessing the Service.
Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, grant access to, transfer, or otherwise use or exploit any portion of the Service for any commercial purposes. The Service is for your personal use.
Mobile Services and Software
Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device, and (iii) the ability to access certain features and content through Mobile Apps (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
Telephonic Communications Services: By using the Service and providing us with your telephone number(s), you are consenting to be contacted by Croissant or its affiliates or partners by telephone (including on a recorded line), automated calling, automated telephone dialing system calling, automated system calling, artificial voice or pre-recorded calling, text message, SMS and/or MMS message, fax, or other telephonic or electronic means for marketing, solicitation, informational or another purposes, even if your telephone number(s) is registered on the National Do Not Call List, a state Do not Call List, or the internal Do Not Call List of Croissant or its affiliates or partners. You may be required to respond to an initial call or message as instructed to complete your registration and confirm enrollment to receive such calls, texts, or other telephonic communications. You do not have to consent to receive calls or text messages from Croissant or its affiliates or partners for marketing or solicitation purposes to purchase Croissant’s products or services. In the event you no longer wish to receive such calls, text messages, or other telephonic communications, you agree to notify Croissant or its affiliates or partners, as applicable, directly. In the event you change or deactivate your telephone number, you agree to promptly update your Croissant account information to ensure that your messages are not sent to a person that acquires your old telephone number.
There is no additional charge for telephonic communications, but your carrier’s standard message and data rates apply to any calls, text messages, SMS, or MMS messages you send or receive. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. We are not liable for any delays in the receipt of, or any failures to receive, any calls, text messages, SMS or MMS messages, as delivery is subject to effective transmission by your mobile carrier and compatibility of your mobile device. Please contact your mobile carrier if you have any questions regarding these issues or your mobile data and messaging plan.
By reply to any text, SMS, or MMS message you receive from us, you may text “STOP” to cancel or “HELP” for customer support information. If you choose to cancel text, SMS, or MMS messages from us, you agree to receive a final message from us confirming your cancellation.
Mobile App License: Subject to these Terms of Service, Croissant hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Mobile App on one mobile device and (b) use the Mobile App for your own personal use solely to access and use the Service. For clarity, the foregoing is not intended to prohibit you from installing the Mobile App on another device on which you also agreed to these Terms of Service. Each instance of these Terms of Service that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of the Mobile App on one device.
Ownership; Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of Croissant, its affiliates, and its licensors (including the Mobile Apps, the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Croissant.
Special Notice for International Use; Export Controls: Croissant is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing, or using the Software or Services is at your sole risk.
Third-Party Distribution Channels: Croissant offers Software that may be made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Service, you agree to comply with all applicable terms of any agreement for such third-party products and services.
Apple-Enabled Software: With respect to Mobile Apps that are made available for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:
222 2nd Ave S 17th Floor, Nashville, TN 37201.
Google-Sourced Software: The following applies to any Mobile App you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms of Service are between you and Croissant only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) Croissant, and not Google, is solely responsible for Croissant’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms of Service as it relates to Croissant’s Google-Sourced Software.
Open Source Software: The Software may contain or be provided together with open source software. Each item of open source software is subject to its own license terms, which can be found at: https://croissant.com/open-source-notice. If required by any license for particular open source software, Croissant makes such open source software, and Croissant’s modifications to that open source software (if any), available by written request to email@example.com. Copyrights to the open source software are held by the respective copyright holders indicated therein.
Intellectual Property Rights
Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Croissant, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.
Trademarks: The Croissant name and logos are trademarks and service marks of Croissant (collectively the “Croissant Trademarks”). Other Croissant, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Croissant. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Croissant Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Croissant Trademarks will inure to our exclusive benefit.
Third-Party Material: Under no circumstances will Croissant be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Croissant does not pre-screen content, but that Croissant and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Croissant and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Croissant, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content: You represent and warrant that you own all right, title, and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant Croissant and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Service and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.
Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Croissant are non-confidential and Croissant will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
You acknowledge and agree that Croissant may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Croissant, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
Third-Party Services and Websites
To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Croissant, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Croissant Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Croissant will provide notice to you of any such claim, suit, or proceeding. Croissant reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Croissant’s defense of such matter. You may not settle or compromise any claim against the Croissant Parties without Croissant’s written consent.
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE CROISSANT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
THE CROISSANT PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE CROISSANT PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE CROISSANT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE CROISSANT PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID CROISSANT IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Dispute Resolution by Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Croissant, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Croissant are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND CROISSANT AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND CROISSANT AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
Croissant is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at firstname.lastname@example.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Croissant should be sent to us at 222 2nd Ave S 17th Floor, Nashville, TN 37201 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Croissant and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Croissant may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Croissant or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Croissant is entitled.
d. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Croissant and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Croissant agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Croissant or you under the AAA Rules, Croissant and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Croissant will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Croissant will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.
h. Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms of Service to the contrary, Croissant agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Croissant written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
You agree that Croissant, in its sole discretion, may suspend or terminate your account (or any part thereof), or any transaction or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Croissant believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity may be grounds for termination of any transaction or your use of the Service, and may be referred to appropriate law enforcement authorities. Croissant may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and you acknowledge and agree that Croissant may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Croissant will not be liable to you or any third party for any termination of your access to the Service.
You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Croissant will have no liability or responsibility with respect thereto. Croissant reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Croissant governing your access and use of the Service, and supersede any prior agreements between you and Croissant with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Croissant submit to the personal and exclusive jurisdiction of the state and federal courts located within New Castle County, Delaware. The failure of Croissant to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Croissant, but Croissant may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Croissant will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Croissant’s reasonable control.
The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Software).
Questions? Concerns? Suggestions?
Please contact us at email@example.com to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.
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Croissant Seller Terms and Conditions
(an Addendum to the Croissant Terms of Service)
These Croissant Seller Terms and Conditions (“Seller Terms and Conditions”) apply to any user of the Service who purchases Eligible Goods (as defined below) from a Croissant-participating merchant and registers Eligible Goods in the Service, or who uses the Service to sell or offer to sell Eligible Goods. These Seller Terms and Conditions supplement and are incorporated by reference into our Terms of Service located at https://croissant.com/terms-and-conditions. Unless otherwise defined in these Seller Terms and Conditions, terms defined in our Terms of Service have the same meanings when used in these Seller Terms and Conditions.
General; Registration of Eligible Goods
Through your use of the Service, your Croissant account may gather information about you and your Eligible Goods that Croissant-participating merchants provide to us or that you submit through the Service. You authorize Croissant-participating merchants to share with us information about you (including your contact information) and the Eligible Goods you purchase. Information about you and your Eligible Goods shared with us by such merchants typically registers in your account within five (5) business days after delivery to you of an Eligible Good that you have purchased from the merchant. You may also submit to us information about your Eligible Goods to register them in your account. Subject to these Seller Terms and Conditions and the Terms of Service, you may use the Service to offer to sell Eligible Goods registered in your account. Croissant may act as a wholesaler, reseller, consignee, or broker of any such goods that you sell through the Service, and may dispose of any such goods to or through other persons. You must notify us immediately if you no longer maintain title, ownership, or possession of any Eligible Goods that you have registered with us (e.g., if they are lost, stolen, returned, leased, sold, or gifted).
Resale Values and Resale Transactions
a. Resale Values
The Service, or a Croissant-participating merchant’s website or app, may display a resale value that is either a Guaranteed Value or an Estimated Value (each as defined below) for a good (a good for which a Guaranteed Value or an Estimated Value is set by Croissant, an “Eligible Good”). Any Guaranteed Value or Estimated Value reflects a valuation of an Eligible Good, assuming that is in Excellent Condition (as defined below) and that is timely delivered to us under these Seller Terms and Conditions, net of normal shipping, insurance, and handling expenses for the transport of the Eligible Good from you to us. “Excellent Condition” means, with respect to an Eligible Good, that the good is the same good which you originally purchased from a merchant; is the original size and color; is clean, fully intact (including all accessories, components, and parts), and fully functional; and may be lightly used but is otherwise without personalization, customization, blemish, defect, damage, or material distinction from being in new condition.
b. Guaranteed Value Transactions
A “Guaranteed Value” for a specific Eligible Good is a resale value of the good, net of normal shipping, insurance, and handling expenses for the transport of the Eligible Good from you to us, which value we set in our discretion and guarantee will be valid until an expiration date specified in the Service (“Guaranty Expiration Date”). We do not represent or warrant that a Guaranteed Value is the fair market value of an Eligible Good. Subject to these Seller Terms and Conditions and the Terms of Service, you may instruct us to sell a Guaranteed Value Eligible Good, and we will cause it to be purchased by a third-party buyer through the Service, at the Guaranteed Value within thirty (30) days of our receipt and verification of the condition of the Eligible Good. Even if the net proceeds of the sale of your Guaranteed Value Eligible Goods are delayed or less than the Guaranteed Value, we will credit your Croissant account for the full Guaranteed Value as provided in the Section “Payments and Taxes.” If a Guaranteed Value Eligible Good is not delivered to our premises (as we specify) on or before the Guaranty Expiration Date, in our sole discretion, it will become an Estimated Value Eligible Good and will be subject to the terms applicable to Estimated Value Eligible Goods below.
c. Estimated Value Transactions
An “Estimated Value” for a specific Eligible Good is our estimate of the good’s resale value, net of our margin and of normal shipping, insurance, and handling expenses for the transport of the Eligible Good from you to us, which value we may base upon the value of comparable preowned goods in similar condition and other factors and projections. We do not represent or warrant that an Estimated Value is the fair market value of an Eligible Good. Estimated Values are not guaranteed and may be changed by us at any time, without notice, and in our discretion. Subject to these Seller Terms and Conditions and the Terms of Service, you may ask us to sell your Estimated Value Eligible Good. Upon delivery to our premises (as we specify) of your Estimated Value Eligible Good, we will use commercially reasonable efforts to sell it for you within forty-five (45) business days at the Estimated Value. We make no guaranties that the Estimated Value will be realized in a sale, and the actual resale value (net of our expenses) may be more or less than any Estimated Value displayed through the Service. If we are unable to sell your Estimated Value Eligible Good within forty-five (45) business days of its delivery to our premises (as we specify), then we will reasonably cooperate to make arrangements with you to return the Estimated Value Eligible Good to you at your expense or contact you to determine its other disposition at your expense. If you do not make arrangements for the return or other disposition of the unsold good at your expense within one hundred and eighty (180) days of our notice, such good will be deemed abandoned by you and we may dispose of it.
d. Title; Risk of Loss
All right, title, and interest in an Eligible Good will remain with you unless and until we sell it, at which time such will transfer to the purchaser. All risk of theft and casualty loss with respect to an Eligible Good will remain with you unless and until we sell it, at which time such will transfer to the purchaser; provided that while we possess the Eligible Good, we will store it in such a manner as to reasonably protect it from theft and casualty and will exercise care with regard to the Eligible Good that a reasonably careful person would exercise under similar circumstances.
We reserve the right to set all Guaranteed Values and Estimated Values for goods, if any, in our sole discretion. We may set or adjust the pricing, availability, specifications, content, descriptions, or features of any goods sold through the Service. We may adjust Guaranteed Values at any time to correct errors and Estimated Values at any time for any reason. All such adjustments shall be effective immediately, or such longer period is required by applicable law.
Representations and Warranties
With respect to each good that you sell or offer to sell through the Service, you represent and warrant:
· The good is not subject to any dispute with any person;
Shipping and Handling
Except as provided below, Croissant facilitates the shipment from you to Croissant of Eligible Goods you sell through the Service by ordering a shipping label from a shipping carrier (e.g., UPS) and advancing the related shipping costs, including normal insurance. We may offer you a choice of shipping carriers for your convenience. If the cost of shipping from your location is greater than the item’s resale value, the item will become ineligible. As noted above, the “Guaranteed Value” or “Estimated Value” displayed to you in the Service is already net of normal shipping, insurance, and handling expenses for the transport of the Eligible Good from you to us.
It is your responsibility to properly package the Eligible Goods for shipping and to deliver them to the shipping carrier, including by arranging for the shipping carrier to pick them up from you or by bringing them to the shipping carrier’s office location. You should obtain and keep a receipt from the shipping carrier. If you do not ship the Eligible Good to us within 10 days after we generate the shipping label, we may cancel the shipment and the related sale transaction.
If your shipment to us contains any material other than the Eligible Good being sold through the Service, such material may be disposed of by Croissant or returned to you, and you may be charged for shipping, insurance, and handling fees in one or both directions. You may also be charged shipping, insurance, and handling fees if your shipment is not properly packaged, is returned to sender, requires special handling, or violates the shipping carrier’s terms and conditions, these Seller Terms and Conditions, or the Terms of Service. Changing or trying to change the shipping address, speed, pick up or drop-off time, or preferences may result in shipping delays, cancellations, or returns to you, as well as related shipping, insurance, and handling charges to you.
Inspection, Rejection, and Acceptance of Goods
Upon receipt of a shipment from you of an Eligible Good you are selling through the Service, we have the right before acceptance to inspect it on our premises or at another location we choose. We may reject any goods, in whole or in part, that are not of satisfactory quality, number, or condition, are not delivered to us timely, or otherwise do not satisfy your representations or warranties or any other requirements of these Seller Terms and Conditions or the Terms of Service. We will reasonably cooperate to make arrangements with you to return a rejected good to you at your expense or contact you to determine its other disposition at your expense. All right, title, and interest in and to the rejected good, and all risk of theft and casualty loss with respect to the rejected good, to the extent previously transferred to us or our designee, will return to you immediately upon notice of rejection. If you do not make arrangements for the return or other disposition of a rejected good at your expense within one hundred and eighty (180) days of our notice, such good will be deemed abandoned by you and we may dispose of it.
Payments and Taxes
With respect to a Guaranteed Value Eligible Good sold by you through the Service, we will credit the Guaranteed Value to your Croissant account within five (5) business days of its delivery to our premises (as we specify) and our acceptance of it.
With respect to an Estimated Value Eligible Good sold by you through the Service, we will credit the actual amount of the sale proceeds, up to the Estimated Value, net of normal shipping, insurance, and handling expenses, to your Croissant account within five (5) business days of the consummation of the sale and the purchaser’s payment to us of such sale proceeds.
We will cause to be collected and remitted to the relevant governmental authority all sales taxes associated with transactions contemplated under these Seller Terms and Conditions, and you are responsible for all other tax filings and payments other than taxes based on Croissant’s net income.