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    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 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 (such as limiting access to posting catalogs, use of your payment methods, and/or your ability to send or receive money through PayPal or remove financial Information);

    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. 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.

     

     

     

    BY ACCESSING AND USING THE AGGRIGATOR, INC. (“AGGRIGATOR”) MARKETPLACE PLATFORM, YOU AGREE TO BE BOUND BY THESE PRIVACY POLICIES.  IF YOU DO NOT WISH TO BE BOUND BY THESE POLICIES, YOU MAY NOT ACCESS OR USE THE AGGRIGATOR MARKETPLACE PLATFORM.

    AGREEMENT BETWEEN YOU AND AGGRIGATOR

    Overview

    AGGRIGATOR is committed to protecting the privacy and security of the users of our Marketplace Platform.  AGGRIGATOR’s goal is to provide You with secured access to our Marketplace Platform in a manner that delivers the information, resources and services that are most relevant and helpful to You.  AGGRIGATOR operates under the following set of strict privacy principles:

    .       The only information AGGRIGATOR obtains about individual users via either our Marketplace Platform is that supplied voluntarily by You.

    .       In cases when AGGRIGATOR may need personal information to provide users with access to our Marketplace Platform, to customized content, or to inform them about new features or services, users are explicitly asked for that information.

    .       Personally identifiable information provided by users (name, address, etc.) will not be disclosed to anyone unless users indicate that AGGRIGATOR may do so, or unless required by law, in conjunction with a government inquiry, or in litigation or dispute. 

    .       Only statistical information about AGGRIGATOR Marketplace Platform users, or AGGRIGATOR users, as a group (usage habits, demographics, etc.) may be shared with any affiliate, subsidiary, sponsor, advertiser or partner of AGGRIGATOR, unless an appropriate confidentiality agreement is in place. AGGRIGATOR employs strict security measures to safeguard online transactions.  All personal information is stored in a secured database.

    The following discloses AGGRIGATOR’s Privacy and Security Policy related to information gathering, sharing, and dissemination practices for the access and utilization of the AGGRIGATOR Marketplace Platform.  Additional terms and conditions, if any, regarding the collection and use of Your information may also be provided to You before You sign up for a particular service.  You will learn what personally identifiable information of Yours is collected, how and when AGGRIGATOR might use that information, how AGGRIGATOR protects and secures that information, who has access to that information, and how You can correct any inaccuracies in the information.

    What Information is Collected?

    AGGRIGATOR collects certain information from its users in two ways: (a) from AGGRIGATOR Marketplace Platform system software logs, and (b) user supplied information:


    (a) System Software Logs

    AGGRIGATOR’s Marketplace Platform logs user access to the applications, and actions taken by the user with our applications.  All actions are time-stamped, logged, and associated to a specific user ID for audit purposes.   Further, AGGRIGATOR logs the IP address assigned to Your computer whenever You access the AGGRIGATOR Marketplace Platform over the Internet.  AGGRIGATOR collects IP addresses in order to conduct system administration, report aggregate information to affiliates, subsidiaries, sponsors, advertisers or partners, and to conduct site analysis.  AGGRIGATOR will also use IP addresses to identify any users who refuse to comply with AGGRIGATOR's Terms and Conditions and Privacy and Security Policy, and to identify users who threaten AGGRIGATOR’s service, site, users, clients, or others.

    (b) User-Supplied Information

    Access to, and use of, the AGGRIGATOR Marketplace Platform requires authorized users to give AGGRIGATOR contact information such as their name, work phone number, e-mail address, and other demographic information such as organization, title/role, email address, work address, etc.  The user's contact information is used for AGGRIGATOR to contact the user when necessary, and for local use by system administrators for the organization for whom the individual is an authorized user.  Users may, should they choose to (opt-in), provide personally identifiable information such as personal contact information (e.g., home address, home phone number, etc.), or confidential/sensitive information (e.g., drivers license number, state ID number, etc.) to the AGGRIGATOR Marketplace Platform, but such information will not be disclosed to other users (other than local system administrators) without the user’s prior consent.

    External Links from the AGGRIGATOR Marketplace Platform

    In order to provide users with greater value, AGGRIGATOR may provide links to various third party Web sites.  However, even if a third-party affiliation exists between AGGRIGATOR and that destination site, AGGRIGATOR exercises no authority over linked sites, each of which maintains independent privacy and data collection policies and procedures.  AGGRIGATOR assumes no responsibility or liability for these independent methods or actions and is not responsible for the independent policies or procedures of destination sites.  Similarly, AGGRIGATOR cannot take responsibility for the privacy initiatives or the content of such Web sites.  These destination links are provided only for Your convenience, and as such, You access them at Your own risk.

    Tracking Technologies

    A cookie is a small text file that is stored on a user’s computer for record-keeping purposes.  AGGRIGATOR uses cookies on the Marketplace Platform.  We do not link the information we store in cookies to any personally identifiable information submitted while on our site. 

    We use both session ID cookies and persistent cookies.  We use session cookies to make it easier for You to navigate our site.  A session ID cookie expires when You close Your browser or log out of the Marketplace Platform.  A persistent cookie remains on Your hard drive for an extended period of time.  You can remove persistent cookies by following directions provided in Your Internet browser’s “help” file.

    The use of cookies by our partners, affiliates, tracking utility company, and service providers is not covered by our privacy statement.  We do not have access or control over these cookies.  Our partners, affiliates, tracking utility company, and service providers use session ID cookies to securely identify and validate visitors to the Marketplace Platform during their visit.

    We use this information, which does not identify individual users, to analyze trends, to administer the site, to track users’ movements around the site, and to gather demographic information about our user base as a whole.

    Data Security

    AGGRIGATOR hereby represents and warrants that it will utilize commercially reasonable efforts to implement administrative, technical, and physical safeguards to safeguard all data stored in our Marketplace Platform from and against tampering and unauthorized disclosures.  This protection includes information submitted by a user even if such data is made anonymous by removing any identifying information.  Further, AGGRIGATOR will use security/access software and/or procedures sufficient to reasonably protect against unauthorized access.  To that extent, AGGRIGATOR shall maintain the confidentiality of passwords and other codes required for accessing our Marketplace Platform.  Finally, AGGRIGATOR will closely monitor the emerging national privacy and security standards, and will use our best efforts to comply with these standards as they become available.

    Collection of Information on AGGRIGATOR’s Marketplace Platform

    The AGGRIGATOR Marketplace Platform contains sections where visitors and registered users are asked for contact and/or demographic information.  This information is used to contact the user when necessary, and to provide information and services on an opt-in basis.  Users may opt-out of receiving information and future contact from AGGRIGATOR (please see the opt-in section below).  Demographic and profile data is also collected on our Marketplace Platform.  This information may be shared with affiliates, subsidiaries, sponsors, advertisers or partners on an aggregate basis, but it does not indicate the identity of individual users.

    E-Commerce on the AGGRIGATOR Marketplace Platform

    Some AGGRIGATOR Marketplace Platform features may use applications to collect data to facilitate an e-commerce transaction, such as a software license or goods and services purchases.  AGGRIGATOR will ask Your explicit permission to transfer this data to a third party to facilitate this transaction.  AGGRIGATOR may store this information to verify the transaction for customer service and accounting reasons.  AGGRIGATOR may also share this information with other third parties on an aggregate basis, but it does not indicate the identity of individual users.  See the External Links section above for additional disclaimers regarding third-party Web sites.

    Notwithstanding the above, You retain exclusive ownership rights over Your proprietary business data, information and strategy, as well as the data or other information entered on the AGGRIGATOR Marketplace Platform as part of conducting Your business using our Marketplace Platform.  AGGRIGATOR reserves the right to collect information from activity on its Marketplace Platform.  In addition, AGGRIGATOR reserves the right to anonymize, aggregate, and analyze such information, and to create “meta data” (meta data is data that describes data).  In no event will You, Your users specific data, information and strategy, and/or any other information relating specifically to You or Your users be identifiable.  Any such meta data is the exclusive property of AGGRIGATOR.


    Security on the AGGRIGATOR Marketplace Platform The AGGRIGATOR Marketplace Platform has security measures in place to protect the loss, misuse, and alteration of the information under AGGRIGATOR’s control.  AGGRIGATOR employs strict security measures to safeguard online transactions.  All personal information is stored in a secured database.

    Children’s Privacy Protection

    The AGGRIGATOR Marketplace Platform covered by this Terms of Use policy is not designed for, or targeted at, children.  AGGRIGATOR will not knowingly collect and maintain personally identifiable information from children.

    Opt-In

    The AGGRIGATOR marketplace Platform gives users the opportunity to opt-in to receive communications and information from AGGRIGATOR at the point where AGGRIGATOR requests information about the user.  Our marketplace Platform also gives users the options listed below for removing their information from AGGRIGATOR’s database in order to stop receiving communications, information, or services; and for reviewing, changing and modifying information previously provided.  In addition, the AGGRIGATOR Marketplace Platform allows users the opportunity to opt-in to access and utilize the software.  The AGGRIGATOR Marketplace Platform also gives authorized users the opportunities listed below for removing their information from the software and associated software databases, or for changing and modifying their information.  If You have any questions about this Privacy Policy statement, our privacy practices, or Your interaction with our Marketplace Platform:

    .       You can send emails to:   info@aggrigator.com (for the AGGRIGATOR Marketplace Platform).

    .       You can contact Your organization’s AGGRIGATOR Marketplace Platform system administrator.

    .       You can send mail to the following postal address:

    Aggrigator, Inc.

    Attn: Customer Support

    30 E. San Joaquin Street,

    Suite 202

    Salinas, CA 93901           

     

    AGGRIGATOR reserves the right to change the terms, conditions, and notices under which the AGGRIGATOR Marketplace Platform are offered.  You are responsible for regularly reviewing these terms and conditions.  However, please note that we will give users the opportunity to opt-out or prohibit new or unrelated uses of their personal information.

    Contact us by sending mail to info@aggrigator.com