Terms & Conditions

Table of Contents

1. Introduction & Acceptance of Terms

Welcome to EarthenArt Rocks, a website and online platform operated by Happy Narwhal LLC ("Happy Narwhal," "we," "us," or "our"). We are incorporated in Minnesota, USA, and these Terms & Conditions ("Terms") are governed by the laws of the State of Minnesota.

These Terms outline the rules and guidelines for how you can use our website, earthenart.rocks, whether you are Browse, creating an account, buying items, or selling items. By accessing or using EarthenArt Rocks, you confirm that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy (which is incorporated by reference into these Terms).

If you do not agree with any part of these Terms, you must not use our website.

Changes to These Terms

We may update these Terms from time to time. When we make changes, we will post the updated Terms on this page and revise the "Last Updated" date at the top of the page. We encourage you to review these Terms periodically to stay informed. Your continued use of EarthenArt Rocks after the updated Terms are posted means you accept and agree to the changes.

2. Key Definitions

To help you understand these Terms, here are some important definitions:

• ***Marketplace,*** ***Site,*** or ***Platform*** refers to earthenart.rocks, operated by Happy Narwhal LLC.
• ***We,*** ***Us,*** or ***Our*** refers to Happy Narwhal LLC and EarthenArt Rocks.
• ***You,*** ***User,*** or ***Customer*** refers to anyone accessing or using the Marketplace, including buyers.
• ***EarthenArt Rocks Product(s)*** or ***Our Product(s)*** refers to items where Happy Narwhal LLC is listed as the seller. This primarily includes much of the photography sold on the website, and potentially other items we source directly.
• ***Third-Party Vendor(s)*** or ***Third-Party Seller(s)*** refers to any individual or entity approved by us to list and sell their own unique products on the Marketplace, where they are explicitly identified as the seller.
• ***Product(s)*** or ***Item(s)*** refers generally to any rocks, geological specimens, or geological-oriented photography listed for sale on the Marketplace, whether by us or by a Third-Party Vendor.
• ***Content*** includes any text, graphics, images, audio, video, software, data, or other information that is uploaded, posted, or displayed on the Marketplace.
• ***Buyer*** refers to a User who purchases a Product from either EarthenArt Rocks or a Third-Party Vendor on the Marketplace.
• ***Third-Party Vendor Agreement*** refers to a separate, specific agreement that Third-Party Vendors must enter into with Happy Narwhal LLC before selling on the Marketplace, outlining their detailed obligations and responsibilities.

3. Our Role: Marketplace & Vendor

EarthenArt Rocks serves a dual purpose:

1. ***As a Marketplace:*** We provide an online platform to connect independent Third-Party Vendors with Customers who wish to purchase unique rocks, geological specimens, and related photography. For these sales, we facilitate the transaction, but the direct sales contract is between the Third-Party Vendor and the Customer.
2. ***As a Vendor:*** Happy Narwhal LLC (operating as EarthenArt Rocks) also lists and sells its own products directly on the Marketplace, primarily photography. For these products, *we are the seller,* and the sales contract is directly between you and Happy Narwhal LLC.

When Browse or purchasing, you will always be able to see who the seller is for each Product listed. This clarity helps you understand who is responsible for the item's quality, shipping, and any post-purchase support.

While we strive to ensure a high-quality experience across our entire Marketplace, our responsibilities vary depending on whether we are acting as the direct seller or as a facilitator for a Third-Party Vendor.

4. User Accounts

To access certain features of EarthenArt Rocks, such as purchasing items or applying to sell as a Third-Party Vendor, you will need to register for an account.

4.1. Account Creation

• You must be at least 18 years old to create an account and engage in transactions on EarthenArt Rocks.
• You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
• You are solely responsible for all activities that occur under your account.

4.2. Account Security

• You are responsible for safeguarding your password and for any activities or actions under your account.
• We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols).
• EarthenArt Rocks cannot and will not be liable for any loss or damage arising from your failure to comply with these security obligations.
• You must notify us immediately of any unauthorized use of your password or account or any other breach of security.

4.3. Suspension and Termination

We reserve the right to suspend or terminate your account and your access to the Marketplace at our sole discretion, without prior notice or liability, for any reason, including but not limited to:

• Breaching these Terms or the Third-Party Vendor Agreement (if applicable).
• Engaging in fraudulent or illegal activities.
• Causing harm to other users, Third-Party Vendors, or EarthenArt Rocks.
• For any other reason we deem appropriate for the safety and integrity of our Marketplace.

Upon termination, your right to use the Marketplace will immediately cease. If you wish to terminate your account, you may do so by contacting us.

5. For Customers (Buyers)

5.1. Placing Orders

• When you place an order on EarthenArt Rocks, you are entering into a direct contract with the seller of that Product, which will be either Happy Narwhal LLC (for EarthenArt Rocks Products) or a specific Third-Party Vendor.
• It is your responsibility to review the Product listing carefully, including the description, price, shipping costs, and the seller's (EarthenArt Rocks or Third-Party Vendor) return policy, before making a purchase.
• By confirming your purchase, you agree to pay for the Product(s) and any associated shipping costs and applicable taxes.

5.2. Payment Processing

• Payments on EarthenArt Rocks are processed securely through third-party payment processors (e.g., Stripe, PayPal). We do not directly hold your payment information.
• By providing your payment information, you represent and warrant that you are authorized to use the payment method designated and authorize our third-party payment processor to charge your payment method for the total amount of your order (including any applicable taxes and shipping fees).
• Payment must be authorized and cleared before the seller (EarthenArt Rocks or the Third-Party Vendor) is obligated to ship the Product.
• In some cases, your payment may be held in escrow by the payment processor until the item is delivered or a certain period passes, to protect both you and the seller.

5.3. Shipping & Delivery

• Once your payment is successfully processed, the seller (EarthenArt Rocks or the Third-Party Vendor) is responsible for packaging and shipping the Product to the address you provided.
• Shipping times and methods vary by seller and Product. Estimated delivery times are provided by the seller and are not guaranteed by EarthenArt Rocks beyond our direct responsibility for Our Products.
• You will typically receive tracking information once the Product has shipped.
• For *EarthenArt Rocks Products*, we are responsible for any delays, damages, or losses that occur during our shipping process. For *Third-Party Vendor Products*, the Third-Party Vendor is responsible. Any claims for lost or damaged goods must be directed to the appropriate seller and/or the shipping carrier.

5.4. Returns & Refunds

• For *EarthenArt Rocks Products*, our return and refund policy will be clearly displayed on relevant product pages and/or a dedicated policy page.
• For *Third-Party Vendor Products*, each Third-Party Vendor has their own return and refund policy, which will be clearly displayed on their product listings and/or Vendor storefront.
• It is your responsibility to review and understand the relevant seller's return policy before purchasing.
• If you wish to return an item or request a refund, you must initiate this process directly with the appropriate seller (EarthenArt Rocks for our products, or the Third-Party Vendor for their products), following their specified policy.
• EarthenArt Rocks provides a dispute resolution process (see Section 9) to help facilitate communication if you and a Third-Party Vendor cannot resolve a return or refund issue directly.

5.5. Product Information Accuracy

• For *EarthenArt Rocks Products*, we strive for accuracy in all our descriptions, images, and other listing information.
• For *Third-Party Vendor Products*, Third-Party Vendors are solely responsible for the accuracy of their Product descriptions, images, and other listing information. While we encourage them to provide detailed and accurate information, EarthenArt Rocks does not verify every detail of Third-Party listings and is not liable for any inaccuracies, misrepresentations, or omissions in Third-Party Vendor listings.
• If a Product you receive significantly differs from its description, you should first contact the responsible seller (EarthenArt Rocks or the Third-Party Vendor) directly.

6. For Third-Party Vendors (Sellers)

6.1. Third-Party Vendor Agreement

If you wish to sell your own Products on EarthenArt Rocks as a Third-Party Vendor, you must apply and be approved. Upon approval, you will be required to enter into a separate, more detailed ***Third-Party Vendor Agreement*** with Happy Narwhal LLC. This agreement will outline specific terms regarding:

• Your obligations for product quality, authenticity, and safety.
• Shipping and fulfillment requirements, including timelines and tracking.
• Customer service standards and response times.
• Your specific return, refund, and exchange policies that you must adhere to.
• Payment terms, commission rates, payout schedules, and any applicable fees.
• Your responsibilities regarding taxes (e.g., sales tax).
• Intellectual property rights regarding your listings.
• Prohibited items and activities.

These Terms & Conditions apply to Third-Party Vendors in addition to the Third-Party Vendor Agreement. In case of a conflict between these Terms and the Third-Party Vendor Agreement, the Third-Party Vendor Agreement will generally take precedence for specific selling obligations.

6.2. Product Listings & Content

• You are solely responsible for all Product listings you create, including descriptions, images, prices, shipping costs, and any other content.
• All listing content must be accurate, truthful, and complete. Products must be clearly described and free from misrepresentation.
• You must only list items that are permitted for sale on EarthenArt Rocks and that you have the legal right to sell. Prohibited items include, but are not limited to, illegal items, items that infringe on intellectual property rights, and items that violate our community guidelines.
• You represent and warrant that you own or have the necessary licenses and rights to use all content you provide in your listings.

6.3. Sales Fulfillment & Service

• Upon receiving an order for your Products, you are obligated to process and ship the Product promptly, adhering to the shipping times stated in your listing and/or Third-Party Vendor Agreement.
• All Products must be securely packaged to prevent damage during transit.
• You must provide accurate tracking information to the Customer once the item has shipped.
• You are responsible for all customer service inquiries related to your Products, including questions about items, shipping, and post-sale issues. You must respond to customer inquiries in a timely and professional manner.

6.4. Payments & Payouts

• EarthenArt Rocks will facilitate payment collection from Customers on your behalf through our third-party payment processors.
• Payouts for your sales, minus any applicable fees or commissions as outlined in the Third-Party Vendor Agreement, will be transferred to you according to the payout schedule.
• In some cases, payouts may be held for a period to cover potential returns, disputes, or fraudulent activity.
• You authorize Happy Narwhal LLC and its payment processors to deduct all applicable fees, commissions, and any amounts owed by you from your payouts.

6.5. Taxes

• As a Third-Party Vendor, you are solely responsible for determining, collecting, reporting, and remitting all applicable federal, state, provincial, and local taxes (including sales tax, goods and services tax, or income tax) associated with your sales on EarthenArt Rocks.
• EarthenArt Rocks (Happy Narwhal LLC) may be required to collect sales tax on your behalf in certain jurisdictions where "marketplace facilitator" laws apply, and if so, this will be detailed in your Third-Party Vendor Agreement. However, this does not relieve you of your overall tax responsibilities.

6.6. Legal Compliance

• You agree to comply with all applicable laws, rules, and regulations related to your listing, sale, and shipping of Products, including but not limited to consumer protection laws, intellectual property laws, and product safety regulations.
• For Canadian Third-Party Vendors, this includes compliance with Canadian consumer protection laws, privacy laws, and tax regulations.

7. Intellectual Property

Our Content

All Content on EarthenArt Rocks (excluding Third-Party Vendor-generated Content), including text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, is the property of Happy Narwhal LLC or its content suppliers and is protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of Happy Narwhal LLC.

Your Content (User-Generated)

By posting or submitting any Content (including Product listings, images, and descriptions) to EarthenArt Rocks, you grant Happy Narwhal LLC a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, and transferable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Content in any media for the purpose of operating, marketing, and promoting the Marketplace. This license continues even if you stop using EarthenArt Rocks.

You represent and warrant that you own or have the necessary licenses and rights to grant the licenses granted herein for any Content you submit.

Reporting Infringement

We respect the intellectual property rights of others. If you believe that your intellectual property rights have been infringed by any content on EarthenArt Rocks, please contact us promptly with detailed information to allow us to investigate and take appropriate action.

8. Prohibited Activities

To ensure a safe and positive environment for all users, you agree not to engage in any of the following prohibited activities:

• Violating any applicable federal, state, provincial, or local law or regulation.
• Engaging in fraudulent activities, including misrepresenting your identity, making false claims, or engaging in payment fraud.
• Infringing upon the intellectual property rights of others (e.g., copyright, trademark).
• Uploading or transmitting viruses, worms, or any other malicious code that could harm the Marketplace or its users.
• Attempting to interfere with the proper working of EarthenArt Rocks or circumventing any security measures.
• Harassing, threatening, defaming, or engaging in any abusive behavior towards other users, Third-Party Vendors, or our staff.
• Collecting or storing personal data about other users without their consent.
• Using the Marketplace for any commercial purpose that is not expressly permitted by these Terms or the Third-Party Vendor Agreement.
• Soliciting or advertising products or services outside of EarthenArt Rocks without our prior written consent.

Violation of these prohibitions may result in the suspension or termination of your account and legal action.

9. Dispute Resolution

9.1. For EarthenArt Rocks Products

If a dispute arises regarding an ***EarthenArt Rocks Product*** (where Happy Narwhal LLC is the seller), you should contact us directly at support@earthenart.rocks. We will work with you to resolve the issue in accordance with our return, refund, and customer service policies.

9.2. For Third-Party Vendor Products

For any dispute regarding a ***Third-Party Vendor Product***, the initial sales contract is directly between you and the Third-Party Vendor. EarthenArt Rocks provides a structured process to help facilitate resolution:

1. ***Direct Communication:*** If a dispute arises (e.g., non-delivery, item not as described, return issues), the Customer should first attempt to resolve the issue directly with the Third-Party Vendor through the messaging system on EarthenArt Rocks. Many issues can be resolved at this stage.
2. ***Initiate a Dispute:*** If direct communication is unsuccessful after a reasonable attempt (e.g., 7 days with no resolution), either the Customer or the Third-Party Vendor may formally initiate a dispute through the Marketplace's designated dispute resolution feature (if available) or by contacting our support team.
3. ***Provide Information:*** Both parties will be required to provide relevant information, documentation, and evidence related to the transaction and the dispute (e.g., order details, tracking numbers, photos, communication history).
4. ***Our Review:*** EarthenArt Rocks will review the provided information and communications. Our role is to facilitate a fair resolution based on our policies and the information presented. We may offer a recommendation or require certain actions from either party based on our review.
5. ***Final Decision:*** In some cases, if the parties cannot reach an agreement, EarthenArt Rocks may make a final decision on the dispute, which both parties agree to abide by. This decision will be based on the information provided, our policies, and fair commercial practices.

This dispute resolution process for Third-Party Vendor Products does not limit any other rights you may have under applicable law, such as the right to pursue a credit card chargeback.

9.3. Between You & Happy Narwhal LLC (EarthenArt Rocks)

For any dispute between you and Happy Narwhal LLC (EarthenArt Rocks) arising out of or related to these Terms or your use of the Marketplace (excluding disputes directly with a Third-Party Vendor), we agree to the following process:

Governing Law

These Terms and your use of EarthenArt Rocks will be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of law principles.

Informal Resolution

We encourage you to contact us first at support@earthenart.rocks to try and resolve any dispute informally. Most concerns can be resolved quickly this way.

Binding Arbitration

If we are unable to resolve a dispute through informal means, you and Happy Narwhal LLC agree to resolve any claim, dispute, or controversy arising out of or in connection with these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Marketplace (collectively, "Disputes") by binding arbitration, rather than in court. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules or Commercial Arbitration Rules (as applicable) then in effect. The arbitration will take place in Minneapolis, Minnesota, unless otherwise agreed.

*Arbitration Process:* The arbitration will be conducted by a single, neutral arbitrator. Each party will have the opportunity to present their case and evidence. The arbitrator's decision will be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

*Exceptions to Arbitration:* Notwithstanding the above, either party may bring an individual action in small claims court if the action is within that court's jurisdiction. Also, claims related to intellectual property rights (e.g., copyright or trademark infringement) may be brought in any court of competent jurisdiction.

Class Action Waiver

You and Happy Narwhal LLC agree that any arbitration or court proceeding will be limited to the Dispute between us and you individually. You agree that you will not join a Dispute with any other party and will not participate in any class action, consolidated, or representative proceeding.

By agreeing to these Terms, you and Happy Narwhal LLC are each waiving the right to a trial by jury and the right to participate in a class action.

10. Disclaimers & Limitation of Liability

Please read this section carefully as it limits the liability of Happy Narwhal LLC and EarthenArt Rocks.

Disclaimers

The Marketplace is provided "as is" and "as available," without any warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance. Happy Narwhal LLC does not warrant that:

• The Marketplace will be uninterrupted, secure, or error-free.
• The results that may be obtained from the use of the Marketplace will be accurate or reliable.
• Any errors in the Marketplace will be corrected.

While we are responsible for *EarthenArt Rocks Products*, we are not responsible for the conduct, whether online or offline, of any *Third-Party Vendor* or their *Third-Party Vendor Products*. We do not endorse any Third-Party Vendor, except by allowing them to list on our platform.

Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall Happy Narwhal LLC, its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Marketplace; (ii) any conduct or content of any third party on the Marketplace; (iii) any content obtained from the Marketplace; and (iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

In no event shall the total aggregate liability of Happy Narwhal LLC for all claims relating to the Marketplace, whether for Our Products or Third-Party Vendor Products, exceed the greater of (A) the amount you paid to Happy Narwhal LLC in the six (6) months prior to the date of the activity giving rise to the liability, or (B) fifty US dollars (USD $50.00).

11. Indemnification

You agree to defend, indemnify, and hold harmless Happy Narwhal LLC, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:

• Your access to or use of the Marketplace.
• Your violation of these Terms.
• Your violation of any third-party right, including without limitation any intellectual property right or privacy right.
• Any dispute or issue between you and a Third-Party Vendor.
• Your listing, sale, or delivery of Products (if you are a Third-Party Vendor).

12. General Legal Provisions

• ***Entire Agreement:*** These Terms, together with the Privacy Policy and (for Third-Party Vendors) the Third-Party Vendor Agreement, constitute the entire agreement between you and Happy Narwhal LLC regarding the use of the Marketplace.
• ***Severability:*** If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
• ***No Waiver:*** Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
• ***Assignment:*** You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. We may freely assign or transfer these Terms without restriction.
• ***Headings:*** The headings and captions in these Terms are for convenience only and do not affect their interpretation.

13. Contact Us

If you have any questions about these Terms & Conditions, please contact us:

Email: support@earthenart.rocks