Terms of use

Interactions with Other Users

Through the Site and the other services provided by ProducePay (collectively, the “Services”) you may interact with produce growers, distributors or purchasers, or other entities or individuals who use the Services (collectively, “Users”). Through the use of the Services, you may contract for the purchase, sale or distribution of produce (“Produce”) with us or other Users. You understand and acknowledge that ProducePay does not vouch for the creditworthiness of, the information or other content provided by, or the actions or inactions of other Users, including without limitation their compliance with payment or other contractual obligations. You further understand and acknowledge that ProducePay does not grow, store, inspect or ship the Produce and does not vouch for the quality, safety, condition or other characteristics of the Produce. ProducePay disclaims any liability relating to your interactions or agreements with other Users, even if you were introduced to such Users through the use of the Services or otherwise by ProducePay, and disclaims any liability relating to your agreements with other Users for the purchase, sale or distribution of Produce.Through the use of the Services, you may have access to Blue Book Scores or other information about Users (“User Information”). You may use the User Information solely for your own purposes and may not share it with any third party. We make no representations, warranties or covenants regarding the User Information and do not provide any undertakings to update that information. The User Information is provided on an “as is” basis and you rely on it at your own risk. We encourage you to conduct your own investigations of Users who you do business with and to exercise caution and good judgment in all interactions with other Users.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR COVENANTS ABOUT (A) THE CREDITWORTHINESS OF, THE INFORMATION OR CONTENT PROVIDED BY, OR THE ACTIONS OR INACTIONS OF ANY USERS, INCLUDING WITHOUT LIMITATION THE BREACH OF PAYMENT OR OTHER CONTRACTUAL OBLIGATIONS ,(B) THE QUALITY, SAFETY, CONDITION OR OTHER CHARACTERISTICS OF THE PRODUCE, OR (C) THE ACCURACY OR RELIABILITY OF THE USER INFORMATION, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE (INCLUDING OUR PARENT, SUBSIDIARIES, AND AFFILIATES, AND OUR AND THEIR OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES) ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD US RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OTHER INTANGIBLE LOSSES, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING OR ARISING DIRECTLY OR INDIRECTLY FROM (A) THE INFORMATION OR CONTENT PROVIDED BY, OR ACTIONS OR INACTIONS OF, OTHER USERS, INCLUDING WITHOUT LIMITATION THE BREACH OF PAYMENT OR OTHER CONTRACTUAL OBLIGATIONS, (B) YOUR AGREEMENTS WITH OTHER USERS FOR THE PURCHASE, SALE OR DISTRIBUTION OF PRODUCE, (C) THE QUALITY, SAFETY, CONDITION OR OTHER CHARACTERISTICS OF THE PRODUCE, OR (D) THE USER INFORMATION.If you have a dispute with any Users or with any other third parties related to any Produce you purchase, sell or distribute through the Services, or any agreements with third parties related thereto, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes even if you were introduced to such Users or other third parties through the use of the Services or otherwise by ProducePay. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Links to third party sites/Third party services

www.producepay.com may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of ProducePay and ProducePay is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. ProducePay is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by ProducePay of the site or any association with its operators.Certain services made available via www.producepay.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the www.producepay.com domain, you hereby acknowledge and consent that ProducePay may share such information and data with any third party with whom ProducePay has a contractual relationship to provide the requested product, service or functionality on behalf of www.producepay.com users and customers.

No unlawful or prohibited use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use www.producepay.com strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to ProducePay that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of ProducePay or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. ProducePay content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of ProducePay and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of ProducePay or our licensors except as expressly authorized by these Terms.

Indemnification

You agree to indemnify, defend and hold harmless ProducePay, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights or agreements with any third party, or your violation of any applicable laws, rules or regulations. ProducePay reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with ProducePay in asserting any available defenses.

Liability disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. PRODUCE PAY INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.PRODUCE PAY INC. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. PRODUCE PAY INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRODUCE PAY INC. AND/OR ITS SUPPLIERS 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 SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PRODUCE PAY INC. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Digital Millennium Copyright Act (DMCA) Notice and Procedure

If you believe that any content on the Site violates your copyright, please send us a notice of the violation using the following contact information:

• Produce Pay, Inc
• Attn: Benjamin Dusastre, Designated Agent
• 447 S Hewitt St., Suite B, Los Angeles, CA 90013
• ben@producepay.com
• (888) 886-9457

Your notice must include:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Detailed identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material;
• A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Upon receipt of a notice of claimed infringement that satisfies these requirements (or any statement in conformance with 17 U.S.C. § 512(c)(3)), we will act expeditiously to remove or disable access to any Content that is claimed to be infringing upon the copyright of any person under the laws of the United States and will terminate the access privileges of those who repeatedly infringe on the copyrights of others. United States law imposes substantial penalties for falsely submitting a notice of copyright infringement.

Termination/access restriction

ProducePay reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of California and you hereby consent to the exclusive jurisdiction and venue of courts in California in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.You agree that no joint venture, partnership, employment, or agency relationship exists between you and ProducePay as a result of this agreement or use of the Site. ProducePay’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of ProducePay’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by ProducePay with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and ProducePay with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and ProducePay with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Changes to Terms

ProducePay reserves the right, in its sole discretion, to change the Terms under which www.producepay.com is offered. The most current version of the Terms will supersede all previous versions. ProducePay encourages you to periodically review the Terms to stay informed of our updates.

Contact Us

ProducePay welcomes your questions or comments regarding the Terms:

• Produce Pay Inc.
• 447 S Hewitt St., Suite B, Los Angeles, CA 90013

Email Address:

• admin at producepay dot com
  (assemble by removing spaces)

Telephone number:

• (888) 886-9457

Effective as of August 26, 2015