1. Our Relationship with You
1.1 Wholeshare is only a Product Listing Site and Payment Service Provider. Wholeshare helps Sellers list products for sale from groups of individual Buyers and helps Groups of individual buyers purchase products from Sellers. Wholeshare does not have control of, or liability for, the products that are purchased using the Wholeshare System. We do not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction.
1.3 Privacy of Others. If you receive Information about another User through the Wholeshare System, you must keep the Information confidential and only use it in connection with the Wholeshare System. You may not disclose or distribute a User's Information to a third party or use the Information for marketing purposes unless you receive the User's express consent to do so.
1.4 Intellectual Property. "Wholeshare.com," "Wholeshare," and all logos related to the Wholeshare are either trademarks or registered trademarks of Wholeshare, Inc. You may not copy, imitate or use them without Wholeshare's prior written consent.
1.5 Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without Wholeshare's prior written consent. Wholesare reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
1.6 Notices to You. You agree that Wholeshare may provide notice to you by posting it on our website or emailing it to the email address listed in your Account. Such notice shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered. Wholeshare reserves the right to close your Account if you withdraw your consent to receive electronic communications.
1.7 Notices to Wholeshare. Notices to Wholeshare must be sent by postal mail to: Wholeshare, Inc., 2431 Mission St, San Francisco, CA 94110.
2.1 Eligibility. To be eligible for the Wholeshare System, you must be a resident of the United States. Wholeshare does sell products for children, but it sells them to adults, who can purchase with a credit card or other permitted payment method. If you are under 18, you may use Wholeshare.com only with involvement of a parent or guardian. Wholeshare reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.
2.2 Identity Authentication. You authorize Wholeshare, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide a taxpayer identification number, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying your Information against third party databases or through other sources.
2.3 Account Confidentiality. If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.
3. Buying through Wholeshare
3.1 Groups and Coordinators. Under the Wholeshare System, Groups of Buyers arrange to buy bulk quantities of products from Sellers. Each Group has one or more Buyers who designate themselves as Coordinators. Coordinators are responsible for:
- Fostering communication between Buyers within the Group;
- Communicating with the Seller to establish delivery times and terms, establish courses of action for product substitutions and price changes, and resolve disputes between the Seller and individual Buyers;
- Communicating the norms of the Group to the Buyers, including, but not limited to, whether an individual Buyer's purchases should be picked up or delivered, when those pickups or deliveries will be made available, whether or not the group charges dues and how much they are, the extent to which individual Buyer's purchases will be separated, the extent to which Split Items will be separated, and whether refrigeration, measuring, or packaging equipment will be available.
- Accepting delivery of purchases from the Seller and conforming to the norms of the Group previously set by the Coordinator.
3.2 Product Descriptions and Pricing. Wholeshare attempts to be as accurate as possible. However, Wholeshare does not warrant that product descriptions or other content of this site is accurate, complete, reliable, current, or error-free. In addition, even though Wholeshare receives pricing information from each Seller on a regular basis, we cannot confirm the price of an item until the item has entered the shipping process. Your purchases from each Seller are charged at the time you place your order. Despite our best efforts, a small number of the items in the Wholeshare System may be mispriced. If a product or price offered by Wholeshare itself is not as described, your sole remedy is to return it in unused and reasonably unperished condition.
3.3 Items Included in an Order. Wholeshare does its best to make the process of Group purchasing as easy as possible. In order to facilitate that process, Wholeshare imposes various rules on which items are included in an order to the Seller, including:
- Group orders that do not meet the minimum order amount specified by the Seller at the Order Deadline may or may not be placed, at the discretion of Wholeshare and the Seller.
- If a Buyer has not entered credit card, bank card, or electronic check information into the Wholeshare System, or if Wholeshare is unable to authorize payment at the Ordering Deadline, that Buyer's ordered items may be rescinded from the order.
- Wholeshare also provides an interface for splitting items between Buyers within the same Group. If a Split of an item is not complete at the Ordering Deadline, it may not be included in the order.
- If a Buyer has not entered payment information or if Wholeshare is unable to authorize payment at the Ordering Deadline, any Splits of items in his or her cart will be rescinded from the order. This may affect the orders of other Buyers.
3.4 Weighted Items, Substitutions, Changed Products, and Out of Stock / Discontinued Products. After a Seller has received an Order through Wholeshare, the Seller may elect to deliver a slightly different set of products than the ones ordered through Wholeshare. Wholeshare will communicate these changes to the Group's Coordinator and each individual Buyer in a timely fashion, dependent on receipt of information from Sellers. Changes to orders include, but are not limited to:
- Specification of exact weight and exact price on products that are priced by weight.
- Products added to the order to substitute for ordered items that the Seller is unable to deliver. Sellers and Coordinators are responsible for agreeing to substitutions on a case-by-case basis or through a blanket policy.
- Change in description, packaging, or price of a specific product.
- Redaction of items in an order due to out-of-stock or discontinuation status.
3.5 Coordinator as Buyer Representative. Coordinators will accept delivery from Sellers on behalf of his or her Group of Buyers. As a condition of being in a Group, Buyers agree to delegate acceptance of delivery and evaluation of the products at time of delivery to the Coordinator. All products are deemed to be delivered when accepted by a Group's Coordinator.
3.6 Distribution within Group. In order to facilitate distribution of products within the Group, Coordinators must know what each individual Buyer ordered. As a condition of being in a Group, Buyers consent to the sharing of their order information with Coordinators by Wholeshare. Buyers also agree to abiding by the norms of the Group as defined in section 3.1 and specified by the Coordinator.
3.7 Returns and Seller Credits. Buyers who wish to return products should communicate directly with the Seller to establish the Seller's return policies and processes. If the Seller accepts a Buyer's return, the Seller may then issue a Seller Credit to the Buyer through the Wholeshare System. Seller Credits have no cash value and may solely be redeemed for future purchases through Wholeshare.
3.8 Coordinator Credits. Coordinators may set a Group Surcharge on each order. Each dollar collected through the Group Surcharge shall be converted to a Coordinator Credit. The Coordinator Credits will be split evenly amongst the Coordinators once an order has been closed and all order ambiguities have been resolved. Coordinator Credits have no cash value and may solely be redeemed for future purchases through Wholeshare.
3.9 Reviews, Comments, and Communications. Visitors may post reviews, comments, photos, and other content, and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any content. Wholeshare reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
If you do post content or submit material, and unless we indicate otherwise, you grant Wholeshare a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You further grant Wholeshare the right to use the name that you submit in connection with such content, if we choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Wholeshare for all claims resulting from content you supply. Wholeshare has the right but not the obligation to monitor and edit or remove any activity or content. Wholeshare takes no responsibility and assumes no liability for any content posted by you or any third party.
4. Restricted Activities
In connection with your use of our website, or in the course of your interactions with Wholeshare, other Users, or third parties, you will not:
- Breach this Agreement or any other agreement or policy that you have agreed to with Wholeshare;
- Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);
- Infringe Wholeshare's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
- Act in a manner that is defamatory, trade libelous, threatening or harassing;
- Provide false, inaccurate or misleading information;
- Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
- Attempt to double dip during the course of a dispute by receiving or attempting to receive funds from both Wholeshare and the Seller, bank or credit card issuer for the same transaction;
- Use an anonymizing proxy;
- Conduct your business or use the Wholeshare System in a manner that results in or may result in complaints, Disputes, Claims, Reversals, Chargebacks, fees, fines, penalties and other liability to Wholeshare, other Users, third parties or you;
- Use your Account or the Wholeshare System in a manner that Wholeshare, Visa, MasterCard or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules;
- Disclose or distribute another User's Information to a third party, or use the Information for marketing purposes unless you receive the User's express consent to do so;
- Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
- Use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;
- Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our website or the Wholeshare System;
- Take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers;
- Use the Wholeshare System to test credit card behaviors.
5. Your Liability
5.1 Your Liability. You are responsible for all Reversals, Chargebacks, Claims, fees, fines, penalties and other liability incurred by Wholesare, a User, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Wholeshare System. You agree to reimburse Wholeshare, a User, or a third party for any and all such liability.
5.2 Actions by Wholeshare. If we have reason to believe that you have engaged in any Restricted Activities, we may take various actions to protect Wholeshare, Sellers, other Users, other third parties, or you from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability.
5.3 Account Closure, Termination of Service, or Limited Account Access. If we close your Account or terminate your use of the Wholeshare System for any reason, we will provide you with notice of our actions. If we limit access to your Account, we will provide you with notice of our actions and the opportunity to request restoration of access if appropriate.
5.4 Acceptable Use Policy Violation - User Fines. If you violate the Acceptable Use Policy then we may hold your funds up to 180 Days, fine you up to $1,000.00 USD for each such violation and/or take legal action against you to recover additional losses we incur. You acknowledge and agree that a fine up to $1,000.00 USD is presently a reasonable minimum estimate of Wholeshare's damages, considering all currently existing circumstances, including the relationship of the sum to the range of harm to Wholeshare that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult.
6. General Provisions
6.1 Limitations of Liability. IN NO EVENT SHALL WE, OUR EMPLOYEES, OUR SUPPLIERS, OR OUR USERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEB SITE, THE WHOLESHARE SYSTEM, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. OUR LIABILITY, AND THE LIABILITY OF EMPLOYEES, SUPPLIERS AND USERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES.
6.2 No Warranty. WHOLESHARE, OUR EMPLOYEES AND OUR SUPPLIERS PROVIDE THE WHOLESHARE SYSTEM AS IS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WHOLESHARE, OUR EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Wholeshare does not guarantee continuous, uninterrupted or secure access to any part of the Wholeshare System, and operation of our site may be interfered with by numerous factors outside of our control. Wholeshare will make reasonable efforts to ensure that electronic communications, order transactions, and electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but Wholeshare makes no representations or warranties regarding the amount of time needed to complete processing because the Wholeshare System is dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from state to state.
6.3 Law and Forum for Disputes. You agree that any claim or dispute you may have against Wholeshare must be resolved by a court located in San Francisco, California. You agree to submit to the personal jurisdiction of the courts located within San Francisco, California for the purpose of litigating all such claims or disputes. This Agreement shall be governed in all respects by the laws of the State of California, without regard to conflict of law provisions.
6.4 Indemnification. You agree to defend, indemnify and hold Wholeshare, its officers, directors and employees harmless from any claim or demand (including reasonable attorneys fees) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the Wholeshare System.
Updated December 13, 2010