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  • Access Trading Solutions.
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Membership Agreement

1. Member Agreement. By electronically accepting this Membership Agreement (the “Agreement”), the entity or individual identified below as a member (the “Member”) of the electronic platform (the “Platform”) maintained by Produce Pay Inc. (“ProducePay” or “Company”) shall be bound by the terms of this Agreement. A Member may participate in the Platform as a Seller that offers perishable fruits or vegetables (“Produce”) for sale in the Platform (a “Seller”), and/or as a Buyer who purchases Seller’s Account Receivable or Produce for sale in the Platform (a “Buyer”). By signing this Agreement, the Member agrees and acknowledges that they are being granted a Membership, which entitles them to access Produce Pay’s platform, where a portfolio of services is offered (“Membership”). The specific services available to the Member are outlined below and can be modified from time to time. As a Member, you will be notified of any new services or updates. Additionally, by signing this Agreement, the Member becomes a part of Produce Pay’s network, gaining access, whether acting as a Seller or Buyer, to the benefits outlined in section 2 of this Agreement. For the purposes of this Agreement, Platform shall be understood as defined in the Guidelines established in section 4.1. of this Agreement.

The Member acknowledges and agrees that the Company makes no representations, warranties, guarantees, or assurances of any type to the Member regarding any other member, the performance of a Member’s obligations to another Member, or the Produce provided by a Seller to a Buyer.

2. Membership Benefits: The Membership encompasses the following benefits:

  • Assignment of a Company account representative
  • Access to Produce Pay’s Platform, including account setup and profile creation.
  • Free open access Account Profile, with the following information among others:
    • Member name, logo and location.
    • Produce specialization and details.
  • Access to Market insights, by Produce Pay
  • Advisory on market performance throughout the service period term
  • Access to Produce Pay’s financial and commercial services portfolio (the “Services Porfolio”). Separate charges may apply to specific services acquired by Member from the Services Portfolio”).
  • Demo Version of Produce Pay’s commercial features: Platform Storefront and Visibility Dashboard.

3. Membership Period: The membership period for the Membership shall be one year from Member’s electronic acceptance of this Agreement. This Agreement shall renew automatically at the end of the initial membership period unless ProducePay Inc. (“Produce Pay” or “Company”) or Member provides notice that the agreement is terminated in accordance with section 10 of this Agreement. The annual membership fee will be applied to the Member’s account for the next year of membership.

4. Membership Fee. Members’ participation in the Platform and its eligibility to obtain services from the Services Portfolio is subject to it passing the Company’s due diligence review, in the sole discretion of the Company. Any Member participating in the Platform must pay the Company an annual membership fee (“Membership Fee”) as set forth in the “Membership Fee Summary”.

The Company shall collect the Membership Fee for the first year of membership using one of the following methods:

a) Direct payment from the Member.

b) Disbursement of their financing services contracted. Or

c) Proceeds of the Member’s first platform transaction.

If Member does not pass the initial due diligence review, this Agreement shall automatically terminate, and Company shall refund any Membership Fee that has been advanced by the Member. The refund shall be made to the bank account designated by the Member, as communicated in writing to the Company.

If a Member passes the initial diligence review but later fails to maintain the Company’s due diligence requirements, the Member shall not be entitled to a refund of any Membership Fee advanced to Company.

Membership Fee Summary
  • Annual Membership Fee: $ ______ USD

4.1. Fulfillment Fee

In addition to the Membership Fee, a Fulfillment Fee may apply to Member as part of the transaction process within the ProducePay Platform. The Fulfillment Fee is assessed as a percentage of the final gross sales value of each shipment, which is only applicable to transaction-based services contracted under the ProducePay Services Portfolio (such as Trading, QuickPay, and Predictable Commerce). The specific rate for the Fulfillment Fee will be outlined in the specific Agreement specific to the service contracted for by Member.

Additional information on the structure of the Fulfillment Fee is found in the guidelines (the “Guidelines”) found at: https://producepay.com/guidelines-invoice-purchases/ (the “Guidelines Link”).

By signing this Agreement, the Member acknowledges and agrees that they have carefully read, reviewed, and fully understood the information contained in the Guidelines Link, and further agrees, when acting as a Buyer or Seller, to be bound by the terms and conditions set forth therein.

5. Information furnished by Member. Member is required to furnish the Company with information or material about its entity, business or products/services as part of the registration and Due Diligence process for the Platform and to establish a Member account. Member represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of its use of the ProducePay platform is true, accurate, current and complete, and (b) Member will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

If the Member changes or modifies any of the information required by this section, Member shall provide Company with written notice at least thirty (30) calendar days prior to the Member’s change of information, additionally, Member must provide all the new documentation to Company.

6. Produce Pay’s Services Portfolio. For the purposes of this Agreement, the Services Portfolio offered to the Member consists of the following financial and non-financial services:

Financial Services:

  • Preseason funding, including Joint Account Transactions.
  • Factoring
    • Quick – Pay
    • Quick Pay at Transit
      • Quick Pay at Departure
      • Quick Pay at Arrival

Non-financial Services:

  • Trading.
  • Predictable Commerce Program (PCP)
  • Visibility Platform and Storefront.

The Member agrees and acknowledges that in order to engage the aforementioned services, the execution of a specific agreement and submission of supporting documentation for each service is required. If further information regarding the Services Portfolio is needed, Member shall request such information directly from Produce Pay.

By signing this Agreement, the Members becomes eligible for all the services listed on this section. Produce Pay reserves the right to accept or reject Members’ applications to the services if the Member does not comply with the Diligence requirements specified for each service.

7. Restrictions on Advances from Buyer. Member agrees, when acting as the receiving party in any transaction-based services contracted by a Member acting as Seller, including but not limited to when a Buyer acts as a Consignee Member, Buyer will not offer to or provide a Seller with any loans or advances (including preseason and/or pick & pack advances) without the prior written approval of the Company. The Company shall have the primary right to provide financial services for each transaction between Seller and Buyer.

8. Site Inspections. In order to pre-qualify for the Services Portfolio, the Member shall permit and guarantee access to the Company to visit and inspect its ranches, properties and other facilities involved in the growing, harvesting, packaging, receiving or storing of Produce, whether such ranches, properties and other facilities are owned or controlled by the Member or the Member’s third party vendors, as long as the membership is active, and at any time and at the sole discretion of Company. A Member shall provide written instruction to any third party that owns or controls the facilities and properties referenced herein to provide access to Company for inspection.

9. Privacy Policy and Terms of Use: By signing this Agreement, Member hereby consents and accept the Company’s privacy policy, located at https://producepay.com/privacy-policy/ , which describes Company’s privacy practices, and the Company’s terms of use located at https://producepay.com/terms-of-use/, both of which are incorporated by reference into this Agreement.

Members agree and acknowledge that, in the event they request the deletion, modification, retrieval, or restriction of the processing of their data in accordance with the Privacy Policy, and such request renders the performance of the contracted services unfeasible in the manner originally agreed, the Company and the Member shall terminate the contracted services. The Member shall be responsible for covering any damages or losses incurred by the Company and/or third parties as a result of such termination and shall pay the Company any outstanding balances.

10. Right to Terminate Membership: Member may terminate its membership in the Platform at any time upon written notice to the Company in accordance with this section. Reasons the Company may terminate membership include: (a) the Company, in its sole discretion, determines that Member no longer satisfies the Company’s due diligence standards or that it is not in the best interests of the Company or the Platform for Member’s participation to continue, or (b) the Company discontinues or modifies the participation requirements for the Platform and Member no longer meets and/or agrees to the modified participation requirements.

The Member agrees and acknowledges that it may not terminate this Agreement in the event that it has contracted for any of the services mentioned in section 6 of this Agreement for which there are outstanding debts or obligations owed by Member to ProducePay. Once Produce Pay, to its satisfaction, deems that each and every one of the obligations set forth herein and in the specific agreements for the services have been fulfilled, the Member may terminate this Agreement.

11. Assignment: This Agreement shall not be assigned or delegated by the Member in whole or in part without the prior written consent of Company, which may be withheld by Company in its sole discretion.

12. Waiver; Severability: Failure by the Company to enforce a provision of this Agreement shall not constitute a waiver of that or any other provision of the Agreement. If one or more provisions of this Agreement are held to be unenforceable under applicable statute, regulation or other law, Company and the Member shall renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. If Company and the Member cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of this Agreement shall be interpreted as if such provision were so excluded, and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

13. Governing Law; Consent to Jurisdiction: This Agreement and all documents, agreements, contracts and instruments executed in connection herewith shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions that would require the application of the laws of another jurisdiction. Member hereby irrevocably submits to the non-exclusive jurisdiction of any United States federal court or California state court located in Los Angeles County, California, in any action or proceeding in which Company is a named party arising out of or relating to this Agreement or any documents executed in connection herewith and Member hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any such United States Federal Court or California state court. Member irrevocably consents to the service of any and all process in any such action or proceeding brought in any court in or of the State of California by the delivery of copies of such process to it at its address set forth in this Agreement by certified mail directed to such address or such other address as may be designated by Member in a notice to the Company.

In any action between Member and Company arising out of or relating to this Agreement, the non-prevailing party will pay the substantially prevailing party’s reasonable attorneys’ fees, costs, and necessary disbursements, whether or not the action is prosecuted to award or judgment.

While a translation of this Agreement may be provided for the convenience of Member, the English version shall govern in the event of any conflicts with any other translation of this Agreement.

14. Entire Agreement: This Agreement, together with the other agreements referenced herein or in the Platform sets forth the sole understanding and agreement of the Member and the Company with respect to the Member’s participation in the Platform and supersedes all other prior and contemporaneous discussions, negotiations agreements and understandings, whether written or oral, between them. In a conflict between the terms of this Agreement and the terms of any specific agreement between Company and Member for any financial advance or service provided by Company to Member from the Services Portfolio, the terms of the agreement for that specific financial transaction between Company and Member shall prevail.

15. Amendments: No modification of this Agreement or of any covenant, condition or limitation contained herein shall be valid or effective unless it is (a) in writing and duly executed by the parties hereto, or (b) electronically accepted by Member on the Platform. Member’s continued use of the Platform after notification of modifications of this Agreement by Company via the Platform will be deemed electronic acceptance by Member hereunder.