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     Welcome to the M-Cultivo Marketplace and Auction Platform!

These Terms and Conditions (these “Terms”) constitute a legally binding agreement between you, whether individually or on behalf of an entity (“you”) and the Cultivo Group, including Cultivo Group, LLC, M Cultivo, Inc., M. Cultivo Limited and their respective subsidiaries and affiliates (collectively, “M-Cultivo”, the “Company”, “we,” “us” or “our”), concerning your access to and use of  www.mcultivo.com and any affiliated websites (collectively, the ”Site”), regardless of whether you access the Site via a personal computer, smartphone, tablet, mobile application or via any other medium.

1.     General Use of the Site. 

a.     You agree that by accessing the Site, you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, then you are expressly prohibited from using the Site and you must discontinue use immediately.  We reserve the right, in our sole discretion, to make changes or modifications to these Terms and/or to the Site at any time and for any reason.  You waive any right to receive specific notice of any  change or modification. It is your responsibility to periodically review these Terms to stay informed of updates. By continuing to use the Site, you will be deemed to have been made aware of and to have accepted, the modifications or changes.

b.     The Site consists of two primary components: (a) a marketplace, where coffee producers or sellers (each a “Seller”) and coffee buyers (each a “Buyer”) can virtually “meet” (the “Marketplace”) to potentially enter into transactions to sell coffee beans and related products (the “Products”); and (b) an auction platform, where auctions occur to purchase coffee beans and related products (the “Auction Platform”).  These Terms generally apply to all Marketplace transaction (each, a “Marketplace Transaction”) and Auction Platform transactions (each, an “Auction Transaction”).  Section 20 sets forth additional terms and conditions that apply to Auction Transactions.  If you are using the Site in your capacity as an employee or agent of a company or any other legal entity, you represent and warrant that you are authorized to legally bind such entity.  If you do not have this authority, you must not accept these Terms and may not use the Site.  Purchases made through the Marketplace and the Auction Platform are non-refundable.

2.     Use of the Site in Individual Countries.  The information provided within the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement.    The Marketplace and the Auction Platform may not be used in connection with transactions between Buyers and Sellers where the consummation of such transaction would be prohibited by applicable law.   

3.     Creating an Account.  You can browse the Site without registering, but in order to become a Buyer, you must create an account (each, an “Account”). To create an Account, you must be 18 years of age or older.  Account registration will require that you provide us with certain personal information such as your name, mailing address, telephone number and email.  When you provide that registration information, please make sure that it is accurate and complete. Do not impersonate anyone else. We reserve the right to close or cancel an Account at any time for any reason.  You are responsible for all the activity on your Account.  Keep your username and password confidential and do not share with third parties. If you learn that someone used your Account without permission, report it promptly to support@mcultivo.com. 

4.     Security.  We will maintain commercially reasonable security measures in providing the Site. We reserve the right to suspend access to the Site in the event of a suspected or actual security breach.  However, no security system is foolproof.  However, we are not liable for any damages incurred in connection with any unauthorized access resulting from the actions or omissions of you or any third-party.  The Site may be hosted by a third-party cloud hosting service provider (the “Hosting Provider”).  M-Cultivo is not responsible for the acts or omissions of the Hosting Provider.  It is your responsibility to safeguard your credentials.  If any unauthorized user bids on your behalf as a result of unauthorized access, such bid is your responsibility.  Multi-factor authentication is available and its use is encouraged.

5.     Things Not to Do.  Below is a representative, but non-exhaustive, list of things you should not do with respect to the Site, the Marketplace or the Auction Platform:

1. Do not lie.
2. Do not create an Account using any false information.
3. Do not submit payment information that is false, inaccurate, deceptive, or fraudulent. 
4. Do not interfere with the working or functionality of the Site, the Marketplace or the Auction Platform.
5. Do not bypass any security measures.
6. Do not damage or obtain unauthorized access to any system, data, password, or other information, whether it belongs to M-Cultivo or another person or entity.
7. Do not take any action that imposes an unreasonable load on Site infrastructure or on our third-party providers and partners.
8. Do not use any kind of software or device, whether it is manual or automated, to “crawl”, “scrape” or “spider” any part of the Site.
9. Do not reverse engineer any aspect of the Site, the Marketplace or the Auction Platform.
   
   

6.     How the Marketplace and Auction Platform Work.

a.     The Marketplace and the Auction Platform each respectively provide a sales platform for Buyers to purchase Products directly from Sellers through a pre-negotiated supply chain (the “Supply Chain”). This Supply Chain is contingent upon the minimum agreed upon amount of Products being sold in any given market as determined by the importer and exporter. When a Buyer purchases Products through the Marketplace or the Auction Platform, the Buyer is obligated to pay for, and receive, the Products purchased and pay any applicable delivery charges.  When a Seller consents to have their Products listed on the Marketplace or within the Auction Platform, the Seller is agreeing to hold the exact Products and quantity until those Products are purchased.  After purchase, the Products will be delivered to the agreed-upon exporter for transportation. Products will be released back to the Seller if they have not sold during the agreed-upon duration of a Marketplace Transaction or an Auction Transaction.  If a Seller fails to fulfill its obligations, a refund will be issued to the Buyer whenever possible. 

b.     A Buyer has the option to: (i) have us manage the supply chain for a management fee; or (ii) manage from the exporter (FOB) forward.  Exporter fees are pre-negotiated for each event, but importer and other supply chain fees are not.

c.      The Seller agrees to: (i) deliver the Products to the exporter’s designated warehouse once sold; (ii) pay transport charges to the exporter to the extent applicable; and (iii)  deliver the quality as advertised on the Site. 

d.     M-Cultivo passes all orders to the exporter and importer for fulfillment. However, it is the responsibility of the exporter and importer, not us, to fulfill the orders and handle the logistics of shipping the Products to you.  M-Cultivo will provide shipping quotes upon request.

7.     Fees.  We charge a percentage fee for each Marketplace Transaction. You’re responsible for paying additional fees or taxes associated with your use of the Marketplace.   Fees for Auction Platform Transactions vary.  You expressly authorize us and our third-party payment processor, such as Stripe (each, a “Payment Processor”) to charge you the applicable fee.  Fees are not collected by us, but rather by the Payment Processor.  We may ask you to supply additional information relevant to the fee, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, collectively referred to as the “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information.  By providing us with Payment Information, you are agreeing to the Payment Processor’s terms of service.

8.     Other Websites.  The Marketplace or the Auction Platform may contain links to third-party websites that we do not own, operate or control. When you access third-party websites, you do so at your own risk. We don’t control or endorse those websites. 

9.     Intellectual Property Rights.  The Site, the Marketplace and the Auction Platform and all of their respective enhancements, upgrades, modifications, customizations, derivative works, selections, algorithms, compilations, aggregations, source code and/or object code, and copies thereof, and all information, methods, processes and all intellectual property contained therein as well as any audio, video, text, photos or graphics (collectively, the “Site IP”) are and will remain the property of M-Cultivo.  M-Cultivo has and will retain exclusive right and title to, and has all patent, copyright, trademark, trade secret and all other intellectual property rights in and to the Site IP.  Nothing in this Agreement will be construed as transferring any aspects of such rights to you with the exception of your limited right to use and access the Site.  M-Cultivo shall have the right to register patents, trademarks and copyrights related to the Site with any governmental authority anywhere in the world.  The Site IP is provided on an ”as-is” basis without representation or warranty. Except as expressly provided in these Terms, no part of the Site IP may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.  Provided that you are eligible to use the Site and comply with these Terms, you are granted a limited license to access and use the Site.

10.   Site Modifications and Interruptions.  We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion and without notice. However, we have no obligation to update any information on our Site. We also reserve the right to discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.  We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.  You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site.  Nothing in these Terms will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

11.  Term and Termination.  These Terms shall remain in full force and effect while you use the Site, the Marketplace or the Auction Platform. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR FAILURE TO COMPLY WITH APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. If we terminate or suspend your Account for any reason, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your Account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

12.  Governing Law.  These Terms and your use of the Site are governed by and construed in accordance with the laws of the State of Georgia (USA) applicable to agreements made and to be entirely performed within the State of Georgia, without regard to its conflict of law principles.  Any dispute related to these Terms or your use of the Site shall be submitted solely to the state or federal courts located in Fulton County, Georgia.  You and us submit exclusively to such jurisdiction and venue.  Judgments may be enforced in any court in the world having jurisdiction over such matters.  YOU AND US WAIVE ANY RIGHT TO A TRIAL BY JURY FOR A DISPUTE RELATED TO THESE TERMS OR YOUR USE OF THE SITE.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND US AGREE THAT NEITHER PARTY SHALL BRING ANY LAWSUIT, ACTION, PROCEEDING OR CLAIM OF ANY NATURE PERTAINING TO THESE TERMS OR YOUR USE OF THE SITE AGAINST THE OTHER PARTY AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

13.  Indemnification.  You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (a) use of the Site; (b) a breach by you of these Terms; (c) any breach of your representations and warranties set forth in these Terms; (d) your violation of the rights of a third party, including but not limited to intellectual property rights; or (e) any overt harmful act toward any other user of the Site.  Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. 

14.  Limitation of Liability.  TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL M-CULTIVO, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, AGENTS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS (COLLECTIVELY THE “COMPANY PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES: (A) RESULTING FROM YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SITE; (C) FOR ANY LOST PROFITS, DATA LOSS, OR COST OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; OR (C) FOR ANY CONDUCT OF CONTENT OF ANY THIRD PARTY EVEN IF A COMPANY PARTY HAS BEEN ADVISED AS TO THE FORESEEABILITY OF THE SAME. IN NO EVENT SHALL THE COMPANY’S PARTIES’ LIABILITY FOR DIRECT DAMAGES BE IN EXCESS OF (IN THE AGGREGATE) TWO HUNDRED AND FIFTY U.S. DOLLARS ($250).

15.  Disclaimer Of Warranties.  We do not guarantee, represent or warrant that your use of the Site, the Marketplace or the Auction Platform will be uninterrupted, timely, secure or error-free.  You expressly agree that your use of, or inability to use, the Site is at your sole risk. THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED.  WE DISCLAIM ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.

16.  Use of Personal Data.  “Personal Data” will be requested from you as part of your use of the Site.   Typically, this Personal Data will include your name, email address, telephone, and internet protocol address, but it could include items such as gender, ethnicity, other biographical or demographic information, and metadata, such as location, time and device information.  Personal Data will be handled and processed in accordance with our Privacy Policy, which you agree to be bound by.  You grant us permission to use the Personal Data to contact you with respect to the Site and Site-related inquiries, surveys, customer care, technical support and/or to provide you with marketing materials or information of interest from the Company or third parties.

17.  Use of Anonymized Data.  For purposes of these Terms, “Anonymized Data” means your Personal Data once your name, mailing address (other than zip code), email address, telephone number and internet protocol address have been removed.  You grant the Company without charge or other compensation, the perpetual, irrevocable, non-exclusive right, with or without your knowledge, throughout the universe, in any medium now known or hereinafter created, to use the Anonymized Data, in connection with the development, marketing, promotion and sale of our products and services, including, but not limited to, the improvement of the Site.  Moreover, we have the unrestricted right to license or sell the Anonymized Data to third parties for any purpose.

18.  Contacting You.  By using the Site, you expressly authorize the Company Parties and service providers (collectively, the "Messaging Parties") to contact you using automated telephone dialing systems, artificial or prerecorded voice messaging, text messaging, and automated email systems in order to provide any and all relevant information as well as to market products and services to you.  You authorize the Messaging Parties to make such contacts using any telephone numbers (including wireless, landline, mobile, VOIP numbers and hereinafter developed technology and regardless of whether such number is on the Do Not Call Registry) or email addresses you supply to us.

19.  Miscellaneous.  These Terms and are the entire agreement between you and M-Cultivo with respect to the Site. They supersede all other communications and proposals, whether oral, written, or electronic, between you and M-Cultivo with respect to the Site and govern our future relationship. If there is any conflict between the provisions of any other contracts on the Site and these Terms, the provisions set forth in these Terms shall govern.  If any provision of these Terms is found to be invalid under the law, that provision will be limited or eliminated to the minimum extent necessary so that the Terms otherwise will remain in full force and effect and enforceable. The failure of either you or M-Cultivo to exercise any right provided for in these Terms in any way will not be deemed a waiver of any other rights.  These Terms are personal to you. You cannot assign them, transfer them, or sublicense them. M-Cultivo has the right to assign, transfer, or delegate any of its rights and obligations under these Terms without your consent.

20. Additional Terms for the Auction Platform.

a.     The Auction Platform provides a mechanism for Sellers to sell and Buyers to buy Products.  Although we are facilitating the Auction Transaction process, we are not a party to the contract for sale and purchase entered into between Buyer and Seller. We are not in control of the information made available by Sellers.  We do not provide any quality control or quality assurance services.  We do not and cannot make any representations, warranties or guarantees in connection with the Seller or the Products.  We are not an agent or representative of the Seller.  Any individual Auction Transaction may be terminated or discontinued at any time.

b.     The current Auction Transaction process, which is subject to change, typically works as follows: (i) each potential Buyer signs in to the Auction Platform; (ii) the potential Buyer requests access to a specific Auction Transaction and accepts the rules of that specific Auction Transaction (rules may vary for different Auction Transactions); (iii) the Seller has final approval of which potential Buyers may access the Auction Transaction; and (iv) at the conclusion of the Auction Transaction, each successful Buyer receives an email with payment instructions.

c.      Most, albeit not all, of the Auction Transactions that take place will be “Timed Auctions”.  That is, they will start and end at specified times.  Timed Auction bids are placed over a defined time period (“Bidding Period”).  Buyers can view the highest current bid. The highest bid, being the greatest bid that meets or is in excess of a reserve bid, if any, at the end of the Bidding Period will be the “successful” bid.

d.     To bid, a Buyer must have a registered Account with us.  We reserve the right to ban a Buyer from any specific Auction Transaction or from the Auction Platform in general if, in our sole discretion, your conduct poses a risk to our integrity or reputation or we have reason to believe you do not possess the financial or logistical wherewithal to complete an Auction Transaction.

e.     In addition to these Terms, a Seller may have separate transaction terms that apply to a specific Auction Transaction.  Each Buyer agrees that in bidding during an Auction Transaction, Buyer accepts the specific terms and conditions of that Seller and any other terms which may be implied by law, whether or not these have been brought to Buyer’s attention.  By making a bid or commitment to buy Products, Buyer is committing to buy the item from the Seller if Buyer’s bid is the highest. In such circumstances, Buyer and Seller are entering into a legally binding contract and Buyer is obligated to purchase the Products.  Buyer shall look solely to the Seller to resolve all questions and disputes regarding Products that are purchased.