USER AGREEMENT

The following describes the terms on which Local Dirt offers you access to our services.

Introduction

Welcome to Local Dirt. By using the services provided by localdirt.com (hereafter referred to as "Local Dirt") in both its domains and sub-domains, you agree to the terms and conditions provided in this User Agreement and Local Dirt's Privacy Policies. In addition, when using Local Dirt services you agree to adhere to any posted guidelines which may be updated periodically. If you have any questions, please contact us.

Prior to becoming a member of Local Dirt, you must read and accept all of the terms and conditions in, and linked to, this User Agreement and the Privacy Policy.

These agreements are effective as of June 1, 2009.

Conduct

Whenever using Local Dirt, you will not:

use our services if you are under the age of 18, not able to form legally binding contracts, or are suspended from Local Dirt;
post items or content in an improper category or area on Local Dirt;
fail to deliver product purchased from you on the date specified, unless an alternate agreement has been reached and documented in writing with the buyer;
fail to deliver payment for items purchased by you, unless the seller has agreed in writing to a price alteration, or a clear typographical mistake has been made;
evade or manipulate our payment structure, the billing process, or fees owed to Local Dirt;
post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
compromise, transfer, or share your Local Dirt account (including feedback), Login or password to another party without our consent;
violate any laws, third party rights, or our policies;
interfere with other users' listings;
take any action that may manipulate or undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of Local Dirt or for using it for purposes unrelated to Local Dirt);
distribute or post spam, chain letters, or pyramid schemes;
distribute viruses or any other technologies that may harm Local Dirt, or the interests or property of Local Dirt users;
copy, modify, or distribute content from Local Dirt and Local Dirt's copyrights; or
gather information about users without their consent.

Local Dirt and its members work together to keep Local Dirt and the Local Dirt user community safe. Please report problems, offensive content, and policy violations to us.

If we believe a user is not complying with the terms and conditions in this User Agreement, poses a legal liability, creates problems, or acts inconsistently with the letter or spirit of our policies, we reserve the right to terminate or suspend service, prohibit Local Dirt access, remove postings, and take technical and legal steps to prohibit access.

Prohibited and Restricted Items - Overview

Before you list your item, you need to find out if your item is allowed on Local Dirt and if the type of item is subject to certain restrictions to avoid potential issues with your listing. As a Local Dirt seller, you are ultimately responsible for making sure that selling an item is legal in the eyes of the law.

Violations of these policies may result in a range of actions, including:

Listing cancellation
Limits on account privileges
Account suspension

When policy violations occur, Local Dirt emails the seller and/or buyer that a listing has been ended. You may contact Local Dirt to report violations by using "Contact Us" links found on most policy pages.

It is the responsibility of both seller and buyer to be aware of and compliant with these laws.

Understanding the rules about prohibited and restricted items

Policies about listing items are often based on country and state laws. These laws may also vary depending on product type, distribution methods, the end buyer, and the amount sold. This includes any state laws regarding certification, grading, sorting, labeling, or marketing.

When selling across borders, be aware of trading and import restrictions. Certain items may be legal in your country or state, but may be illegal to sell outside border lines.

Rules for Listings

To promote a safe, fair, and enjoyable trading experience, Local Dirt has established a set of rules and policies for item listings. These restrictions involve how certain items are described, and practices that would provide an unfair advantage or result in a negative buyer experience.

Learning about Local Dirt listing policies before you list an item will help you to avoid unintentionally breaking rules.

Violations of these policies may result in a range of actions, including:

Listing cancellation
Limits on account privileges
Account suspension
Loss of Local Dirt rating status

When policy violations occur, Local Dirt sends an email to the seller, as well as bidders, to let them know of actions being taken.

Any policy violations can be reported to Local Dirt using the Contact Us page.

Listings must not misrepresent items

Sellers need to make sure that their listings accurately represent the item being sold. When sellers use unfair methods to divert buyers to their listing, it is called search and browse manipulation.

Except as noted in the specific policy as exceptions, sellers cannot:

List any products other than food or flowers
Incorrectly identify or omit the Product Origin
List items in inappropriate categories
Include brand names or other inappropriate keywords in a title or description
Have misleading titles that do not accurately describe the item for sale
List items, but then describe a different item in the description

Product Origin

All products listed on Local Dirt must identify their point of origin. Misrepresentation or omission of the Product Origin is called false labeling.

Whole foods and flowers must be:

Grown by the seller listing the product
Grown at the location listed on the seller's profile

Meat products must:

Have spent a majority of their life owned by the seller listing the product
Have spent a majority of their life at the location listed by the seller

Processed foods must:

Have a majority of the processing done by the seller listing the product
Have a majority of the processing done at the location listed by the seller

Any groups, such as Farm Cooperatives, Distributors, and CSAs must:

List the farm and location of Product Origin with each whole food and flower product as outlined above
List the processor who has done a majority of the processing, and the location of the processing facility with each processed food listing as outlined above

Listings cannot use techniques to avoid or circumvent Local Dirt fees. Except as noted in the specific policy as exceptions, sellers cannot:

Offer a catalog from which buyers may directly order
Allow buyers a choice of significantly different items
Include separate, hidden payment surcharges
Offer the opportunity through Local Dirt to purchase the item or other merchandise outside of Local Dirt
Use their Profile Page to promote outside-of-Local Dirt sales or prohibited items

Listings must promote a fair and level playing field, and provide an enjoyable and safe experience for buyers.
Except as noted in the specific policy as exceptions, sellers cannot:

Include links that go outside of the Local Dirt site, with the exception of links to further descriptions, photos, and their business website.

Promote giveaways, random drawings, raffles, prizes, or bonuses
Create a listing that does not offer an item or service
Solicit support for a cause or campaign
Advertise a desire to buy or trade items, except as allowed in Deals & Requests
Include third party endorsements
Include third party credits
Create test listings
Use profanity in a listing

Listings appearing on the Local Dirt homepage must also conform to the limitations specified in the policy.

Proprietary Rights

Local Dirt is protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through Local Dirt is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of Local Dirt or the collective work, and/or copying or reproducing content displayed on or through Local Dirt to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Local Dirt. You further agree not to reproduce, duplicate or copy such content without the express written consent of Local Dirt, and agree to abide by any and all copyright notices displayed on Local Dirt. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Local Dirt service. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Local Dirt service. When you give Local Dirt content, you grant Local Dirt a non-exclusive, world-wide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, trademark, publicity and database rights (but no other rights) you have in the content, in any media known now or in the future.

Fees and Services

The fees for joining Local Dirt, as well as the fees for using certain Local Dirt services, are set forth on our Membership Page. Listing, ordering and bidding on items in Local Dirt is free.

Disclaimer of Warranties

You agree that use of Local Dirt and the services offered by Local Dirt are entirely at your own risk. Local Dirt and services are provided on an "as is" or "as available" basis, without any warranties of any kind. All express and implied warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights are expressly disclaimed to the fullest extent permitted by law. To the fullest extent permitted by law, Local Dirt disclaims any warranties for the security, reliability, timeliness, accuracy, and performance of Local Dirt services. To the fullest extent permitted by law, Local Dirt disclaims any warranties for other services accessed through any links on Local Dirt. To the fullest extent permitted by law, Local Dirt disclaims any warranties for viruses or other harmful components in connection with Local Dirt services. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

Liability

You will not hold Local Dirt responsible for other users' actions or inactions. You acknowledge that Local Dirt is not a broker. Local Dirt is a service to allow anyone to offer, sell, and buy locally at anytime. We are not involved in the actual transaction between buyers and sellers. We have no control over and do not guarantee the quality, safety or legality of items advertised, the truth or accuracy of listings, the ability of sellers to sell items, the ability of buyers to pay for items, the timeliness of deliveries, or that a buyer or seller will actually complete a transaction.

We do not transfer legal ownership of items from the seller to the buyer, and nothing in this Agreement shall modify the governing provisions of Wisconsin Commercial Code § 402.401(2) and Uniform Commercial Code § 2-401(2), under which legal ownership of an item is transferred upon physical delivery of the item to the buyer by the seller. Unless the buyer and the seller agree otherwise, the buyer will become the item's lawful owner upon physical receipt of the item from the seller, in accordance with Wisconsin Commercial Code § 402.401(2) and Uniform Commercial Code § 2-401(2). Further, we cannot guarantee continuous or secure access to our services, and operation of Local Dirt may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of Local Dirt. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraph, if we are found to be liable, our liability to the user or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, or (b) $100.

Local Dirt may contain hyperlinks or "links" to and from other web sites. These web sites may have user agreements that differ from our User Agreement so please review the terms of any other web sites that you visit. Our User Agreement applies solely to our web site. These links do not imply any affiliation between Local Dirt and the owners of other web sites, or any endorsement, approval or verification of any content contained on other web sites.

Indemnity

You will indemnify and hold us (and our officers, directors, agents, subsidiaries, affiliates, successors, service providers, joint ventures and employees), harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.

No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Resolution of Disputes

In the unlikely event a dispute arises between you and Local Dirt, our goal is to provide you with a neutral and cost effective means to resolve the dispute quickly. Before resorting to litigation, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. If, however, either you or Local Dirt choose to resolve the dispute through litigation, then any legal proceedings concerning this Agreement shall be brought in the U.S. District Court for the Western District of Wisconsin or the Dane County Circuit Court in Madison, Wisconsin, and you hereby consent to the personal jurisdiction of those Courts and waive any defenses that you may otherwise have relating to such jurisdiction.

Governing Law

This Agreement shall be governed in all respects by the laws of the State of Wisconsin as they apply to agreements entered into and to be performed entirely within Wisconsin between Wisconsin residents, without regard to conflict of law provisions.

General

We reserve the right to amend this Agreement at any time. Amended terms will be posted on Local Dirt. Amendments shall automatically be effective 30 days after they are initially posted on Local Dirt. Use of Local Dirt assumes agreement with posted amendments. Notification of any amendments will be given to Local Dirt's users.