Legal
Information and Terms of Use
Welcome to
the Aggrigator, Inc. (“Aggrigator”) Marketplace Platform. Aggrigator
provides access to its Marketplace Platform subject to the following
terms of use. This
Unified User Agreement ("Agreement") contains the terms and
conditions that will govern your use of the Aggrigator Marketplace
Platform and Services. This Agreement constitutes a legally binding
agreement between you and Aggrigator. Your clicking on the button
marked "I ACCEPT" and your ongoing use of the Aggrigator
Marketplace Platform indicates your acknowledgment that you have
read, understand, agree to, and accept the terms and conditions of
this Agreement. It is your responsibility to carefully read this
Agreement before using this Marketplace Platform or the Aggrigator
Services.
Aggrigator reserves the right to modify any material terms of this
Agreement by providing thirty (30) days advance notice of the changes
on the Marketplace Platform
You should review this Agreement frequently for any
changes. If you do not wish to be bound by this Agreement, you may
not use the Aggrigator Marketplace Platform or Services.
Definitions
The
following terms are defined for use in this Unified User Agreement,
and their meaning in this Agreement is limited to the given
definition.
"Buyer"
means an individual or entity that creates a Buyer account on the
Aggrigator Marketplace Platform.
"Default
Sale Terms" means the set of default terms and conditions set
forth Exhibit A of this Agreement, which govern the relationship
between a Buyer and Seller unless otherwise stated in Seller's
Special Terms of Sale.
"Information"
means any confidential and/or personally identifiable information or
other information related to an account or User, including but not
limited to the following: name, email address, billing/shipping
address, phone number and financial information.
"Aggrigator,"
"we," "us," and "our": These terms all
refer to Aggrigator, Inc.
"Aggrigator
Services" means all our products and services and any other
features, technologies and/or functionalities offered by us on our
Marketplace Platform, by telephone (including support services) or
through any other means.
“Product”
shall include fresh produce.
“Request” means the request of a
Seller to purchase Product.
“SALE”
means the transaction under which a Buyer may accept the offers of a
Seller for Product.
"Seller"
means an individual or entity that creates a Seller account on the
Aggrigator Marketplace Platform.
"Special
Terms of Sale" means a Seller's own terms of sale which modify
and/or supplement the Default Sale Terms set forth in Exhibit A
"You,"
"your," and "User": These terms refer to the
individual or entity using the Aggrigator Marketplace Platform,
whether as a Buyer, Seller, or otherwise.
Buyers
and Suppliers
Exhibit
A describes the Buyers usage Guidelines and Exhibit B describes the
Sellers Usage Guidelines to engage in commerce on the Aggrigator
Marketplace Platform.
Use
of Materials on the Aggrigator Marketplace Platform
Unless
otherwise specified, you may view and download the materials on this
Marketplace Platform for your
commercial
purposes, provided that you retain all copyright and other
proprietary notices contained in the original materials on any copies
of the materials. You may not modify the materials on this
Marketplace Platform in any way or reproduce or publicly display,
perform, post, transmit, distribute or otherwise use them for any
public or commercial purpose. Aggrigator reserves all rights to its
copyrights, trademarks and other intellectual property.
Termination
We may terminate your access to the
Marketplace Platform and delete your data immediately if you (i) breach any clause of this Terms of Use
Agreement or (ii) if we are unable to verify or authenticate any
information you provide to us. In addition, Aggrigator has the right,
with prior written notice to close the user account in case of
repeated customer and/or supplier claims of inappropriate behavior.
Use
of Downloadable Software
Any
software that may be downloaded from the Marketplace Platform is
licensed subject to the terms of the applicable license agreements.
Except for rights granted pursuant to such license agreements,
Aggrigator and its licensors reserve all intellectual property
rights, title and interest in such software.
Partner
and other Third Party Descriptions
The
Marketplace Platform contains information concerning various third
parties (often referred to as "partners") who offer other
products or services. This information is provided for your
convenience only. Aggrigator is not responsible for and does not
warrant any third party product or service or the accuracy of any
description.
Disclaimer
of Warranty
Information
on this Marketplace Platform may contain factual inaccuracies or
typographical errors or be incomplete or out of date. Information may
be changed or updated without notice. Aggrigator may make changes
and/or improvements in the Services described on its Marketplace
Platform at any time without notice. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND AGGRIGATOR, ALL
MATERIALS PROVIDED ON ITS MARKETPLACE PLATFORM IS PROVIDED AS IS AND
AS AVAILABLE. WE MAKE ABSOLUTELY NO WARRANTY OR REPRESENTATION OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE AND NON-INFRINGEMENT. WE ALSO DO NOT GUARANTEE
CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR SITE OR SERVICES,
AND HEREBY NOTIFY USERS THAT OPERATION OF THE SITE MAY BE INTERFERED
WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL.
Limitation
of Liability
IN
NO EVENT SHALL AGGRIGATOR, ITS OFFICERS, DIRECTORS, EMPLOYEES OR
AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL,
SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING
OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE
AGGRIGATOR MARKETPLACE PLATFORM, WITH THE DELAY OR INABILITY TO USE
THE AGGRIGATOR MARKETPLACE PLATFORM OR RELATED SERVICES, THE
PROVISION OF OR FAILURE TO PROVIDE SERVICES, WHETHER BASED ON
CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF
AGGRIGATOR HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
Indemnification
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS AGGRIGATOR, ITS OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL LOSSES, EXPENSES,
DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM
YOUR USE OF THE AGGRIGATOR MARKETPLACE PLATFORM OR SERVICES, FROM YOUR
BREACH OF ANY MATERIAL PROVISION OF
OF
THIS TERMS OF USE, (INCLUDING INFRINGEMENT OF THIRD PARTIES’ WORLDWIDE
INTELLECTUAL PROPERTY RIGHTS, MISAPPROPRIATION OF TRADE SECRETS OR OTHER
PROPRIETARY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT) BY YOU.
Release
Aggrigator
provides a platform for Buyers and Suppliers to conduct commerce and
does not get involved in transactions. In the event that you have a
dispute with one or more transaction participants, you have agreed to
release us (and our agents and employees) from claims, demands and
damages (actual, consequential and punitive) of every kind and
nature, known and unknown, suspected and unsuspected, disclosed and
undisclosed, arising out of or in any way connected with the use of
the Aggrigator Marketplace Platform or such disputes. You waive the
provisions of any state, province, or country law limiting or
prohibiting a general release.
User Submissions/ Messaging
You
are prohibited from posting or transmitting to or from the
Marketplace Platform any unlawful, threatening, libelous, defamatory,
obscene, pornographic, confidential or other material that would
violate any law, including without limitation, copyright, trademark,
trade secret, or any rights of third parties including any content
that violates community standards. Aggrigator may, but is not
obligated to, monitor or review any areas on this Marketplace
Platform where users transmit or post communications.
Buyers and Suppliers agree not to communicate via the messaging system,
their email address or other form of communication intended to take a
transaction or other business that was initiated via Aggrigator to other
channels outside of Aggrigator. The supplier or buyer found to be
initiating this type of messaging will be considered in breach of these
Terms and further action may be taken by Aggrigator. For clarity, once a
transaction is initiated on the Marketplace Platform, it is a breach of
this Agreement for a Buyer or Supplier to circumvent the terms and
conditions of the Marketplace Platform by contacting each other outside
of the Marketplace Platform to consummate the transaction
Aggrigator will have no liability for the content of any communications, whether
or not arising under the laws of copyright, trademark, trade secret,
libel, privacy, obscenity or otherwise.
Aggrigator
and its administrators and moderators reserve all rights to remove
any information deemed off-topic, unlawful, threatening, libelous,
defamatory, obscene, pornographic, confidential or other material
that would violate any law, including without limitation, copyright,
trademark, trade secret, or any rights of third parties including any
content that violates community standards. Aggrigator and its
administrators and moderators also reserve all rights to block or
otherwise expel any user who is deemed to have violated these terms
including IP addresses or ranges of IP addresses at the discretion of
Aggrigator administrators and moderators. Aggrigator may also
prohibit users from utilizing this Marketplace Platform if these
users are in certain jurisdictions that are considered state sponsors
of terrorism.
Applicable
Laws
In
addition, your use of the Aggrigator Marketplace Platform represents
your agreement that you shall comply with all applicable laws,
statutes, ordinances and regulations regarding your use of the
Marketplace Platform, and that your quoting and purchasing of
products and services and your posting and retrieval of information
(including without limitation those governing, unfair competition,
antitrust, and false advertising). You also acknowledge that we have
an express policy of complying with all applicable laws, including
but not limited to antitrust laws, and that the operation of the
Marketplace Platform is not intended to facilitate collusion or other
illegal agreements among competitors. To further that end, you
represent and warrant to us that you do not intend to use the
Marketplace Platform in violation of any antitrust laws and will not
knowingly act as a conduit or intermediary for price-fixing or any
other anti-competitive activities. You are also responsible for
paying all applicable fees, duties and taxes you may incur as a
result of conducting business via the Marketplace Platform.
Information
Collected by Aggrigator
Collection and use of personal information is
governed by our Privacy Policy. You hereby accept the terms of our
Privacy Policy, which can be
accessed on our Marketplace Platform.
Aggrigator may use data generated by Users while using the
Marketplace Platform to analyze such data and improve the Marketplace
Platform. Aggrigator may use
any User feedback it receives to modify or improve Marketplace
Platform features without remuneration to the provider of the
feedback.
Ownership
of This Marketplace Platform
Aggrigator
owns and retains all rights to this Marketplace Platform, and all
content and materials contained on this Marketplace Platform. You
acknowledge and agree that this Marketplace Platform and the content
and materials on this Marketplace Platform are protected by
copyrights, trademarks, service marks, patents, trade secrets, or
other proprietary rights and laws. Except as expressly authorized by
Aggrigator, you agree not to sell, license, rent, modify, distribute,
copy, reproduce, transmit, publicly display, publicly perform,
publish, adapt, edit, or create derivative works from the content or
materials on this Marketplace Platform. Use of the content or
materials on this Marketplace Platform for any purpose not expressly
permitted in this Agreement is prohibited.
User
Responsibilities
a.
Users
are responsible for (i) providing correct
data during registration, (ii) updating such information as necessary
and (ii) safeguarding their passwords.
b.
Users
may be privy to certain information about other users (e.g. farmer
addresses, buyer addresses, etc) and agree that they will not share
such information with anyone.
Prohibited Uses of this
Marketplace Platform
When
using this Marketplace Platform you must obey all applicable federal,
state and local laws. Any use of this Marketplace Platform that
violates any applicable laws will be grounds for discontinuing your
rights to this Marketplace Platform. This Marketplace Platform was
created and will be operated from the State of California.
You
are prohibited from utilizing this Marketplace Platform for any
illegal or unauthorized purpose or contrary to Aggrigator's policies
and procedures (as published on the Marketplace Platform
periodically), including but not limited to the following:
a.
Fraud/Deception - You may not engage in fraudulent, deceptive or
intentionally disruptive or malicious activity of any kind;
b.
Intellectual Property Infringement - You agree not to post any
content to the Marketplace Platform which infringes on any patent,
trademark, trade secret, copyright, right of publicity, or other
proprietary right of any party;
c.
Offensive Content - You agree not to post any content to the
Marketplace Platform which is unlawful, threatening, abusive,
harassing, defamatory, libelous, deceptive, fraudulent, invasive of
another's privacy, tortuous, contains obscene language or obscene
references, contains explicit or graphic descriptions or accounts of
sexual acts, or otherwise violates Aggrigator's rules or policies;
d.
Compromise/Disruption of Marketplace Platform - You are prohibited
from engaging in activity that compromises the Aggrigator Marketplace
Platform, including but not limited to: any hacking, distribution of
malicious software, spamming, mail bombing or crashing. You agree not
to post any content to the Marketplace Platform which contains
software viruses or any other computer code, files, or programs that
are designed or intended to disrupt, damage, or limit the functioning
of any software, hardware, or telecommunications equipment or to
damage or obtain unauthorized access to any data or other information
of any third-party;
You
may not engage in any activity designed to impede the use of the
Aggrigator Marketplace Platform by other Users. You are prohibited
from engaging in any activity that jams this Marketplace Platform,
including, without limitation, overloading and flooding;
e.
Unauthorized Linking - You cannot link or create or facilitate any
link to this Marketplace Platform;
f.
Framing/Deep Linking - You are prohibited from framing or deep
linking into the Aggrigator Marketplace Platform. You are not to
place hyperlinks to the Aggrigator Marketplace Platform in your own
postings;
g.
Unauthorized Access - Any access to the Aggrigator Marketplace
Platform by means of any unauthorized process, including but not
limited to manually scraping or utilizing spiders, bots or any
similar devices, is prohibited unless Aggrigator consents to such
access use in writing;
h.
Copying or Modifying Marketplace Platform Content - Any duplication
of the pages or modification of this Marketplace Platform or the
content of this Marketplace Platform, without the advance written
permission of Aggrigator, is a violation of this Agreement;
i.
Illegal Activity - You may not use the Marketplace Platform or
Aggrigator's services for any purpose or in any manner which violates
any local, state, national, or international laws and regulations.
Risk
Prohibited
Actions.
In connection with your use of our Marketplace Platform, your
account, or Aggrigator Services, or in the course of your
interactions with Aggrigator, other Users, or third-parties, you will
not:
a.
Breach this Agreement or any other agreement or policy that you have
agreed to with Aggrigator;
b.
Violate any law, statute, ordinance, or regulation (for example,
those governing financial services, consumer protections, unfair
competition, anti-discrimination, false advertising, or the Uniform
Commercial Code);
c.
Use our sites, services or tools if you are not able to form legally
binding contracts, are under the age of 18, or are temporarily or
indefinitely suspended from using our sites, services or tools;
d.
Infringe Aggrigator's or any third party's copyright, patent,
trademark, trade secret or other intellectual property rights, or
rights of publicity or privacy;
e.
Act in a manner that is defamatory, threatening, harassing, or
libelous (including personal information);
f.
Provide false, inaccurate or misleading information;
g.
Send or receive what we reasonably believe to be potentially
fraudulent funds;
h.
Refuse to cooperate in an investigation or provide confirmation of
your identity or any Information you provide to us;
i.
Control an account that is linked to another account that has engaged
in any of these Prohibited Actions;
j.
Conduct your business or use Aggrigator Services in a manner that
results in or may result in complaints, disputes, reversals,
chargebacks, fees, fines, penalties and other liability to
Aggrigator, other Users or third-parties;
k.
Integrate the Aggrigator Services in a manner inconsistent with
Aggrigator integration guidelines;
l.
Use your account or the Aggrigator
Services, in a manner that Aggrigator or any third party payment
facilitator such as PayPal
reasonably believes to be an abuse of the card system or a violation
of card association or network rules
m.
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;
n.
Distribute or post spam, unsolicited, or bulk electronic
communications, chain letters, pyramid schemes to a User or use the
Aggrigator Services to collect information or data for sending, or
assisting in sending, unsolicited email to third-parties;
o.
Take any action that imposes an unreasonable or disproportionately
large load on our infrastructure;
p.
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;
q.
Use any robot, spider, other automatic device, or manual process to
monitor or copy our Marketplace Platform without our prior written
permission;
r.
Use any device, software or routine to bypass our robot exclusion
headers or file, or interfere or attempt to interfere with our
Marketplace Platform or Aggrigator Services, or the interests or
property of Aggrigator Users;
s.
Take any action that may cause us to lose any of the services from
our internet service providers, APN, or other suppliers;
t.
Fail to pay for Product purchased and accepted by you;
u.
Fail to deliver Product purchased from you;
v.
Manipulate the price of any Product or interfere with other Sellers'
offers;
w.
Circumvent or manipulate our fee structure, the billing process, or fees
owed to Aggrigator for any transactions initiated on the Marketplace Platform;
x.
Transfer your Aggrigator account and User ID to another party without
our consent;
y.
Circumvent or manipulate our user authentication or security
features, including, without limitation, by creation of additional or
alias user accounts with different names, addresses, phone numbers or
other account information.
Aggrigator
Action on Accounts.
If we have reason to believe you have engaged in any Prohibited
Actions, in addition to our termination rights and all other remedies
we may have under this Agreement, we may take various actions which
may include but are not limited to the following:
a.
We may close, suspend, or limit your access to your account or the Aggrigator Services;
b.
We may take legal action available to us against you.
System
Integrity
You
may not use any device, software or routine to interfere or attempt
to interfere with the proper working of this Marketplace Platform or
any transaction conducted on our Marketplace Platform. You may not
take any action which imposes an unreasonable or disproportionately
large load on our infrastructure. You may not disclose or share your
password with any third-parties or use your password for any
unauthorized purpose. You agree that you will not use any device,
software or routine to interfere with the proper working of the
Marketplace Platform.
Service
Warranty
The
use of the Aggrigator Marketplace Platform may be subject to
limitations, delays and other problems inherent in the use of the
Internet and electronic communications (including but not limited to
circumstances such as: acts of sabotage, embargo, war, closing by
governmental authorities, strikes, interruptions of
telecommunications, floods, lightning, fire, earthquakes, viruses or
other electronic impediments, or intentional or accidental errors
committed by Users). Users acknowledge that Aggrigator is not
responsible for any delays, failures or other damage resulting from
such limitations and that while every effort is made to provide
industry standard uptimes of its, this is not guaranteed and
furthermore Aggrigator reserves to the right to interrupt service for
scheduled or unscheduled maintenance or to fix bugs and errors as
they occur.
Electronic
Means
You
and Aggrigator desire to facilitate certain transactions pursuant to
this Agreement by exchanging documents, records and signatures
electronically or by utilizing electronic agents. The use of
electronic facilities or agents shall be in accordance with
procedures established by Aggrigator and governed by the applicable
provisions of the Uniform Electronic Transactions Act as adopted in
the State of California.
Integration
and Severability
This
Agreement constitutes the entire agreement between you and Aggrigator
with respect to the Marketplace Platform and Aggrigator Services and
supersedes all prior or contemporaneous communications and proposals
(whether oral, written, or electronic) between you and Aggrigator
with respect to the Marketplace Platform and Aggrigator Services,
including without limitation all prior versions of this document
referred to as "Terms and Conditions of Use of Aggrigator
Marketplace Platform." If any part of this Agreement is held
invalid or unenforceable, that portion shall be construed in a manner
consistent with applicable law to reflect, as nearly as possible, the
original intentions of the parties, and the remaining portions shall
remain in full force and effect.
Disputes
between You And Aggrigator
If
a dispute arises between you and Aggrigator, our goal is to learn
about and address your concerns and, if we are unable to do so to
your satisfaction, to provide you with a neutral and cost effective
means of resolving the dispute quickly. Disputes between you and
Aggrigator regarding Aggrigator Services may be reported to Customer
Service online through by emailing info@aggrigator.com
Choice
of Law and Forum
This
Agreement shall be governed the laws of the state of California. Each
User expressly agrees that the exclusive jurisdiction for any claim
or action involving Aggrigator which arises out of or relates to this
Agreement or use of the Marketplace Platform or Aggrigator Services
shall be filed in Monterey County, California, and you further agree
and submit to the exercise of personal jurisdiction for the purpose
of litigation of any such claim or action.
Notices
You
shall provide any required notice to us by e-mailing info@aggrigator.com
We
shall provide any notices to you by e-mail to the e-mail address you
provided during your registration. Notice shall be deemed given 24
hours after the e-mail is sent, unless the sending party receives
notice that the email has not been delivered (for reasons beyond the
control of the recipient).
Communications
When
you agree to use any Aggrigator Services, or send emails to us, you
are communicating that you consent to receive communications from us.
We will communicate with you by email, fax or by posting notices on
this site or through other Aggrigator Services. You agree that all
agreements, notices, disclosures and other communications that we
provide to you satisfy any legal requirement that such communications
be in writing.
Other
General Provisions
If
any provision of these Terms of Use is held to be invalid or
unenforceable, such provision will be struck and the remaining
provisions enforced. Headings are for reference purposes only. Our
failure to act with respect to a breach by you or others does not
waive our right to act with respect to subsequent or similar
breaches.
Changes
to these Terms of Use
Aggrigator
may at any time revise these Terms of Use by updating this posting
and without directly informing you. You are bound by any such
revisions. Aggrigator reserves all rights pertaining to its
Marketplace Platform. You should visit this page from time to time to
review the then-current Terms because they are binding on you.
Certain provisions of these Terms of Use may be superseded by
expressly designated legal notices or terms located on particular
pages of the Aggrigator Marketplace Platform.
Payments
to Aggrigator
Unless
another due date is provided herein, any payment due to Aggrigator
(by Buyer or Seller) must be paid within the payment period as appears on the invoice.
Any amounts not paid when due shall be subject to a
late payment fee of $25 per invoice and Aggrigator's cost of
collection (including reasonable legal fees and costs) and shall
accrue interest at a rate equal to (i) 1.5
percent per month or (ii) the highest rate permitted under applicable
law, on the unpaid balance, commencing on the due date. In addition,
if any amount due to Aggrigator is not paid by the Due Date,
Aggrigator may, at its sole discretion, terminate or suspend the
non-paying User's account and/or withhold from the User further
Aggrigator Services until such time as full payment is made.
Notwithstanding any such cessation or suspension of Aggrigator
Services, the User shall continue to be obligated under this
Agreement to pay the remaining balance due to Aggrigator plus accrued
interest.
Copyright
Infringement Notice
Pursuant
to Title 17, United States Code, Section 512(C)(2), notifications of
claimed copyright infringement should be sent to Aggrigator's
Designated Agent. For more information, contact:
Aggrigator,
Inc.
30
E. San Joaquin Street
Suite
202
Salinas,
CA USA 93901
EXHIBIT
A
BUYERS
USAGE GUIDELINES
RULES
AND REGULATIONS
FOR
THE BUYER
a.
Buyer
places orders via AggriBuy™ (https://aggribuy.aggrigator.com) and
understands and agrees that it is engaging multiple sellers that will
bid on their orders. Orders may define a single delivery or
deliveries happening over a period of time and in multiple delivery
dates.
b.
Interactions
on the software platform may depict images of produce displayed to
assist the Buyer in such interactions. These images are only for
illustrative purposes and do not reflect the condition of the actual
produce that is part of the transaction.
c.
Buyer
understands and agrees to accept or reject orders via the Aggrigator
platform. If Buyer accepts orders for fulfillment by a single or
multiple sellers, it agrees that the acceptance of an order is a
binding contract between the Buyer and the selected Seller(s). The
Aggrigator platform will issue an electronic purchase order (EPO)
that the Seller will receive and will need to accept for the EPO to
be fully executed and accepted by both parties.
d.
Buyer
doesn’t take custody of inventory until it is received satisfactorily
at the designated delivery location; Seller is the owner of the
product until delivered.
e.
The
perishable agricultural commodities listed on the invoice are sold
subject to the statutory trust authorized by section 5 (c) of the
Perishable Agricultural Commodities Act, 1930 (7 U.S.C. 499e(c)).
The Seller of these commodities retains a trust claim over
these commodities, all inventories of food or other products derived
from these commodities, and any receivables or proceeds from the sale
of these commodities until full payment is received.
f.
Any
claims for shortage, damage or condition of product will not be
honored unless the problem is reported via email or by phone to
Seller within eight (8) hours of receipt of the product and a timely
USDA inspection is performed on the product.
g.
Buyer
is responsible to pay the full invoice value upon receipt of a
shipment in a satisfactory manner. Buyer has the option to request
Aggrigator, and its quick payment and financing partners, to pay on
their behalf and receive credit terms based on specific criteria from
each of Aggrigator’s financing partners.
h.
Buyer
accepts receipt of electronic invoices and approves the invoices via
the links provided in the electronic communications designed and made
available for this purpose.
i.
Buyer
understands, and accepts, that an order may be fulfilled by multiple
sellers from multiple locations. Aggrigator is not the Seller and
only facilitates invoicing by each Seller through its technology
platform. Each Seller will issue an individual invoice. If a Buyer’s
order is fulfilled by multiple sellers, Buyer will receive one
consolidated statement outlining each individual Sellers invoice.
Buyer understands and agrees to use the quick payment mechanisms
designed to pay Sellers quickly and streamline payments to multiple
stakeholders for any given order. If Buyer prefers to use its normal
payment mechanisms, Buyer understands and agrees to issue individual
payments to each Seller involved in fulfilling its order. In this
case, Aggrigator will require that transportation, freight insurance
and food hub handling fees be paid directly to Aggrigator.
PROVISIONS
FOR BUYERS ON ADJACENT SERVICES AND SUPPORT
Transportation
And Freight Insurance Services:
Aggrigator aggregates Seller transportation needs and provides a
transportation management system(s) to allow proper tracking of a
shipment from point of origin to point of final destination.
This is enabled via AggriTrans™( https://aggritrans.aggrigator.com) of the Aggrigator marketplace platform.
Aggrigator does this in partnership with multiple carriers and third
party logistics providers giving it the ability to book
less-than-truckload, full truckload and specialized trucks for
shipments facilitated through the Aggrigator platform throughout the
USA. Freight rates are negotiated by Aggrigator on behalf of its
network of Sellers and books shipments through technology solutions
at its disposal. A freight rate, which may be fixed or variable
depending on multiple criteria, is added to the FOB value which a
Seller quotes on the platform. The delivered price at the Buyer’s
destination is calculated by adding the FOB value by the Seller at
the shipment’s origin location, generally a designated food hub close
to farms, and the freight rate for the given lane which takes into
consideration weight, number of pallets, pallet size(s), type(s) of
product, distance between origin and destination locations,
accessories and additional services needed to complete a shipment.
Aggrigator, in collaboration with its logistics partners, books,
tracks and assures delivery of every shipment.
A
Buyer may choose alternate modes of transportation should they have
the ability to book and track shipments on their own. In this case,
the Seller’s FOB value would be the quoted delivered price and the
Buyer would be responsible for picking up at the designated origin
location in coordination with Aggrigator’s support desks and the food
hub handling the shipment. The buyer takes custody and ownership of
the inventory at time of pick up at the designated origin location.
Freight
insurance is available to all Buyers to provide a more expedient
claims’ process for a Seller in case the shipment is damaged or lost
in transit. This freight insurance is added to the freight rate and
is charged at a rate of $0.65/$100 of merchandise value. Aggrigator,
and its logistics partners, are not responsible for any missed
pickups, damages or losses in transit or missed deliveries. The
Seller and the selected transportation carrier for any given shipment
are solely responsible for any claims resulting from any
transportation related issue.
Quick
Payment and Financing Services:
Aggrigator understands and strives to enable farmers to trade
effectively through its marketplace platform. In order to do this, it
has entered into strategic partnerships with a number of quick
payment and financing companies that will facilitate instant or 5-7
day payment terms for Sellers and will extend credit to Buyers
placing orders through the Aggrigator marketplace platform. A Buyer
agreeing to take advantage of this facility, will be responsible to
pay the financing entity that chooses to underwrite them. Upon
registration, a Buyer will need to select whether they would want to
pay their Sellers quickly and receive financing through Aggrigator’s
partners; or, pay through their normal mechanisms.
Aggrigator’s
quick payment and financing partner is PayPal, Inc. which would
capture Buyer private data to enable underwriting and banking
information to assure proper collection from a Buyer that chooses to
use this facility. Buyer will need to have a valid PayPal business account
and accept to use this facility. PayPal charges a fee for the use of its product to sellers.
Through
the quick payment and financing facility, Buyer will have the ability
to pay its sellers in a short period of time; hence, allowing Sellers
to enhance their cash flow and being more interested in prioritizing
Buyer orders through the Aggrigator marketplace platform than from other clients sourced
through other marketing mechanisms.
EXHIBIT
B
SELLERS
USAGE GUIDELINES
Rules
and Regulations
FOR
THE SELLER
a.
Seller
agrees to bid on orders from Buyers, interested in receiving quotes
and purchasing products, via AggriSell™ (
https://aggrisell.aggrigator.com)
of the Aggrigator marketplace platform. A Buyer may or may not accept
a Seller’s bid. Sellers bids will be presented to a Buyer in a
transparent manner and if Buyer chooses to accept a given bid or
bids, selected bidder(s) will be informed accordingly. Upon receiving
notice of Buyer’s acceptance of a bid, Seller will have the choice to
accept or reject the resulting winning price. If Seller chooses to
accept order, Seller is obligated to fulfill the specified products,
quality and quantities as per the purchase order it will receive
electronically. Once a purchase order has been accepted for
fulfillment, it can be electronically converted into an invoice.
b.
Interactions
on the software platform may depict images of produce displayed to
assist the Seller in such interactions. These images are only for
illustrative purposes and do not reflect the condition of the actual
produce that is part of the transaction.
c.
Seller
understands and agrees that any order it has accepted fulfillment of
will be delivered in the amounts, quality and type of products
specified in the purchase order at the FOB price detailed in the
purchase order and built into the associated invoice.
d.
Seller
is responsible for any packaging, labeling and food safety
requirements to assure proper fulfillment.
e.
Seller
acknowledges, understands and agrees it will follow any fulfillment
processes established by the designated delivery location for
aggregation purposes with other sellers.
f.
Seller
understands and agrees that it is solely responsible, alongside the
selected transportation carriers, for any in transit damages or
losses prior to delivery at designated delivery location.
g.
Seller
understands and agrees it has the option to receive payment quickly.
If Seller chooses to accept quick payment, it agrees to the
established discount rates depending on whether they choose instant
or 5-7 day payment terms.
h.
Seller
and designated delivery location, namely a Food Hub near its farm,
will work together to ensure adequate inventory management and
traceability. The Food Hub will make available bar coded labels
seller will affix to each case of delivered product. This barcode
label will include all relevant information about the product in the
case. This information includes, but is not limited to: farm lot,
harvest date, product, case weight, product count if applicable, etc.
PROVISIONS
FOR SELLERS ON ADJACENT SERVICES AND SUPPORT
Transportation
And Freight Insurance Services:
Aggrigator aggregates Seller transportation needs and provides a
transportation management system(s) to allow proper tracking of a
shipment from point of origin to point of final destination.
Aggrigator does this in partnership with multiple carriers and third
party logistics providers giving it the ability to book
less-than-truckload, full truckload and specialized trucks for
shipments facilitated through the Aggrigator platform throughout the
USA. Freight rates are negotiated by Aggrigator on behalf of its
network of sellers and books shipments through technology solutions
at its disposal. A freight rate, which may be fixed or variable
depending on multiple criteria, is added to the FOB value which a
seller quotes on the platform. The delivered price at the Buyer’s
destination is calculated by adding the FOB value by the seller at
the shipment’s origin location, generally a designated food hub close
to farms, and the freight rate for the given lane which takes into
consideration weight, number of pallets, pallet size(s), type(s) of
product, distance between origin and destination locations,
accessories and additional services needed to complete a shipment.
Aggrigator, in collaboration with its logistics partners, books,
tracks and assures delivery of every shipment it is asked to
facilitate.
A
Seller may choose alternate modes of transportation should they have
the ability to book and track shipments on their own. In this case,
the Seller’s FOB value would be the quoted delivered price and the
seller would be responsible for ensuring picking up at the designated
origin location in coordination with Aggrigator’s support desks and
the Food Hub handling the shipment. The Seller will need to
coordinate with buyer and/or transportation carriers.
Freight
insurance is available to all Sellers to provide a more expedient
claims’ process in case the shipment is damaged or lost in transit.
This freight insurance is added to the freight rate and is charged at
a rate of $0.65/$100 of merchandise value. If Seller chooses
alternate modes of transportation, it waives the optional insurance
and assumes all responsibility to process claims with the selected
transportation carriers.Aggrigator, and its
logistics partners, are not responsible for any missed pickups,
damages or losses in transit or missed deliveries. The seller and the
selected transportation carrier for any given shipment are solely
responsible for any claims resulting from any transportation related
issue.
Quick Payment and Financing Services:
Aggrigator understands and strives to enable farmers
ability to trade effectively through its marketplace platform. In
order to do this, it has entered into strategic partnerships with a
number of quick payment and financing companies that will facilitate
instant or 5-7 day payment terms for Sellers and will extend credit
to Buyers placing orders through the Aggrigator marketplace platform.
A Buyer agreeing to take advantage of this facility, will be
responsible to pay the financing entity that chooses to underwrite
them. Upon registration, a Buyer will need to select whether they
would want to pay their Sellers quickly and receive financing through
Aggrigator’s partners; or, pay through their normal mechanisms.
Aggrigator’s
quick payment and financing partner is PayPal, Inc. which would
capture seller’s banking information to assure proper payment on
behalf of a Buyer that chooses to use this facility. Seller will need
to have a valid PayPal business account. PayPal charges a fee for the
use of its product.
Through
the quick payment and financing facility, seller will have the option
to receive instant payment with a 3% discount of the total invoice
value, or 5-7 day payment terms with a 1.5% discount of the total
invoice value. In addition, if seller is a Paypal
account holder, it will have the option to receive a working capital
loan via PayPal for 18% of annualized revenues or $97,000, whichever
is lower. Seller has the option to opt out of quick payment and
financing and would be paid in the established credit terms with the
specific buyers it chooses to do business with.
Traceability
and inventory management: Aggrigator
provides inventory management and traceability support through its
marketplace platform and its inventory management partners. The
technology is available to track the movement of each case from the
time of delivery at the designated Food Hub to the time it is
delivered at the Buyer’s designated location. Within a Food Hub, the
technology will print bar coded labels to affix to each case a seller
delivers to its location. It will track any movements of any case
within the food hub, from receipt dock, to wash station, to packaging
station, to pallet station, to cooler to dock for loading into a
truck and once in the truck.
Seller
will be charged a fixed per case inventory handling and traceability
fee of $0.07 per case.