TERMS OF USE

Last updated date: March 24, 2022

1. Certain Definitions.

“Account” means the User account for the Platform.

“Purchaser” means the party purchasing the Products from Supplier by means of the Platform.

“Supplier” means an entity that is in the business of selling Products on the Platform.

“Terms” means these Terms of Use contained herein.

“User” means an individual or entity which has accepted these Terms and created an Account to use the Platform, whether as a Purchaser or Supplier.

2. Acceptance of these Terms of Use. StoneLoads, LLC, a Tennessee limited liability company (the “Company”), is an online platform (the “Platform”) that connects Suppliers and Purchasers with respect to stone and related products (“Products”). USERS MUST READ THESE TERMS CAREFULLY. BY USING THE PLATFORM OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS, SUCH USER ACCEPTS AND AGREES TO BE BOUND AND ABIDE BY THESE TERMS. IF A USER DOES NOT AGREE TO THESE TERMS, SUCH USER MUST NOT ACCESS OR USE THE PLATFORM.

3. The Platform. Subject to these Terms, the Company hereby grants to User a non-exclusive, worldwide, non-transferable, non-sublicensable, internal right to access and use the Platform.

4. Acknowledgement.

  • The Company is not the retailer of any Products offered by any Supplier on the Platform. User acknowledges that the Company is a third party to any transaction between Supplier and Purchaser. The Company will not be responsible for any Products, nor will the Company be liable for the quality of any of the Products provided by Supplier to Purchaser. These Terms only govern the User’s use of the Platform and its relationship with Company and not any relationship between Supplier and Purchaser.

  • User acknowledges that (i) all Products are provided by the particular Supplier; (ii) the Company does not supply, manufacture or deliver any Products; (iii) the Company does not engage in any material preparation or assess the specifications of any Products offered by any Supplier on the Platform; and (iv) the Company does not guarantee the suitability, legality or ability of any Supplier to offer such Products.

5. Account Activation and Deletion.

  • User is required to register an Account with the Company in order to utilize the Platform. User shall ensure that such account activation information is accurate and complete and that such information remains current. User is also responsible for all activity that occurs in User’s Account.

  • User may delete a User Account in accordance with the following: (1) User has no open orders associated with such User’s Account; and (2) there is no outstanding payment due and payable to Supplier for any Products.

6. Purchase of Products. If a Purchaser desires to purchase Products from a Supplier, such Purchaser will purchase the applicable Products by clicking on the Complete Purchase button for such Products as displayed on the Platform. Upon Purchaser clicking the Complete Purchase button, a completed sale will be deemed to have occurred.

7. Delivery. All Products are sold ex-works at Supplier’s facility (Incoterms 2000).

8. Intellectual Property Rights.

  • The Platform and its entire contents, features and functionality (including all information, software, text, displays, images and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

  • These Terms permit Users to use the Platform for the limited purposes provided in these Terms. Users must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Platform. If a User prints, copies, modifies, downloads or otherwise uses or provides any other Person with access to any part of the Platform in breach of these Terms, such User’s right to use the Platform may immediately cease and such User must, at the Company’s option, return or destroy any copies of the materials such User has made. No right, title or interest in or to the Platform or any content on the Platform is transferred to such User, and all rights not expressly granted in these Terms are reserved by and for the Company.

9. Trademarks. The Company’s name, the Company’s logo(s) and all related names, logos, product and service names, designs and slogans are trademarks of the Company. Users may not use such items without the prior written consent of the Company in each instance. All other logo(s) and trademarks not owned by the Company that appear on the Platform are the property of their respective owners and may not be used without their respective owners’ prior written consent.

10. Platform Availability. The Company reserves the right to withdraw or amend the Platform, and any function or material provided on the Platform, in its sole discretion without notice. The Company is not liable if, for any reason, all or any part of the Platform is unavailable at any time or for any period. From time to time, the Company may restrict access to some parts of the Platform, or the entire Platform, from Users.

11. Disputes. If there is a dispute between two or more users in connection with the Platform, each User agrees that the Company is under no obligation to become involved. Each User hereby releases the Company and its officers, managers, employees, agents and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to any transactions, agreements, interactions, dealings, and/or communications between you and any other users and/or any resulting disputes.

12. Aggregated Information. Notwithstanding anything to the contrary, Company shall have the right to aggregate, collect and analyze data and other information relating to the provision, use and performance of the Platform and shall be free (during and after the term hereof) to (a) use such data and other information to develop and improve the Platform and (b) disclose such data and other information solely in an aggregated and anonymized format that does not explicitly identify any particular User.

13. Independent Contractor. Each User acknowledges and agrees that its relationship with each other User and the Company is that of an independent contractor. Nothing in these Terms shall be deemed to create a partnership, joint venture, agency or employer-employee relationship between any of the Users and/or between the Company and any of User.

14. Entire Agreement.  These Terms are the entire agreement between User and Company in respect to the subject matter hereof, superseding any other agreements or discussions, oral or written, and may not be changed except by a written agreement with Company.

15. Disclaimer of Warranties. USER’S USE OF THE PLATFORM AND INTERACTIONS WITH OTHER USERS THROUGH THE PLATFORM IS USER’S OWN RISK. ALL PRODUCTS AND SERVICES OFFERED ON THE PLATFORM ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

16. Limitation on Liability. IN NO EVENT WILL THE COMPANY OR ANY OF ITS MEMBERS, AFFILIATES, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR MANAGERS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH A USER’S USE, OR INABILITY TO USE, THE PLATFORM.

17. Governing Law; Jurisdiction; Waiver of Jury Trial. All matters relating to the Platform and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Tennessee.

18. Dispute Resolution. EXCEPT AS OTHERWISE PROVIDED UNDER THESE TERMS OF USE, ALL DISPUTES AND CLAIMS BETWEEN USER AND THE COMPANY THAT ARISE OUT OF OR IN CONNECTION WITH, OR RELATE TO, THESE TERMS OF USE SHALL BE RESOLVED, AT THE FILING PARTY'S ELECTION, IN EITHER A SMALL CLAIMS COURT OR BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES AND SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES, WHICH ARBITRATION SHALL TAKE PLACE IN CHATTANOOGA, TENNESSEE. ALL DISPUTES IN ARBITRATION WILL BE HANDLED SOLELY BETWEEN THE NAMED PARTIES, AND NOT ON ANY REPRESENTATIVE OR CLASS BASIS. FURTHER, UNLESS BOTH USER AND THE COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S INDIVIDUAL CLAIM WITHOUT AFFECTING OTHER INDIVIDUALS.

19. Changes to Terms of Use. These Terms are subject to change by the Company with prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “last updated date” referenced on the Platform. Users should review these Terms prior to using the Platform. A User’s continued use of the Platform after the “Last Updated Date” will constitute such User’s acceptance of and agreement to such changes.

20. Force Majeure. The Company shall not be liable for delays in or failure of performance hereunder due to causes beyond its reasonable control, including acts of God or public enemy, acts of government in either its sovereign or contractual capacity, flood, earthquake, epidemic, pandemic (including any additional consequences or situations arising from the outbreak of coronavirus COVID-19) or other natural disaster, strike or other labor disputes, acts of war, acts of civil disobedience, denial-of-services and distributed-denial-of-services, ransomware and other cyber-attacks that are not caused or facilitated by negligence, unexpected traffic and roadblocks, unavailability of the Products and increase in prices due to retailers.

21. References. The use of the term “including” shall be deemed to mean “including, without limitation,” whether or not expressly so stated.

22. Further Inquiries. Users may direct questions about these Terms, or other issues, to:

StoneLoads, LLC
6219 Ogden Road
Dayton, TN 37321
Attn: Patrick Wells
support@stoneloads.com

VENDOR AGREEMENT

Last updated date: March 24, 2022

This Vendor Agreement (this “Agreement”) contains the terms and conditions that governs Supplier’s access to the Platform to sell Supplier’s Products and is an agreement between Supplier and the Company. By registering as a vendor on the Platform, Supplier, agrees to be bound by the terms of this Agreement. All capitalized terms used but not defined herein shall have the meaning set forth in the Terms (as hereinafter defined).

1. Agreement to the Company’s Terms of Use. This Agreement is in addition to and supplements the Company’s Terms of Use (the “Terms”). By entering into this Agreement, Supplier also agrees to abide by the Terms.

2. Product Information; Sale of Products.

  • If a Supplier desires to sell Products on the Platform, such Supplier will select the product names and product descriptions that most accurately represent the Product intended to be sold, along with the applicable price and availability for such Products. If Supplier does not find a product listing that accurately matches the Product that Supplier intends to sell, then Supplier will enter notes into the “Public Notes” field that accurately represent such Product.

  • By listing Products for sale on the Platform, the Supplier represents and warrants that:

    • Supplier has the authority to sell such Products on the Platform;

    • Supplier has been and remains in compliance in all applicable laws;

    • To the extent Supplier offers a specific pallet containing Products on the Platform (a “Pallet”), Supplier will not offer such Pallet for sale by any means other than the Platform during the duration of the period during which the Pallet is listed on the Platform; and

    • all information submitted by Supplier on the Platform, including with respect to its Products for sale, shall be not misleading.

The Company reserves the right to modify the description of the Products provided by any Supplier upon written notice at any time, and the Company has the right to remove any Supplier, or the Products provided by any Supplier, from the Platform at any time, with or without reason, upon written notice to such Supplier.

3. Commission Fees. In consideration for permitting the Supplier to sell the Products on the Platform, the Company shall charge a fee on each sale equal to the lesser of (i) 7.5% of the applicable sale price of each transaction or (ii) $500.00 (the “Fee”). The Fee may be revised by the Company from time to time.

4. Payment. The Company uses Stripe, a third-party payment processor to process transactions (“Payment Processor”). Supplier will be required to enter into a separate agreement with Payment Processor.

5. Fulfillment of Orders. Supplier shall be solely responsible for, and bear all liability for, the fulfillment of orders. Supplier agrees that legal ownership and all risk of loss of the Products remains with Supplier until the Buyer takes possession of the Products.

6. Complete Agreement. This Agreement is the complete and exclusive agreement by and among the parties with respect to the subject matter hereof, superseding any prior agreements and communications regarding such subject matter. To the extent that the terms of this Agreement conflict with the Terms, this Agreement shall control.