Zowasel Terms & Conditions

Updated March 12, 2020

Acceptance of Terms. These Terms of Use are entered into between You and Zowasel, Inc. (“Zowasel,” “we,” or “us”) and relate to the Zowasel Marketplace, the crop marketing platform operated and administered by Zowasel to connect buyers and sellers of crops that meet certain quality specifications(the “Zowasel Marketplace”). The following terms and conditions, together with any documents incorporated by reference (collectively “Terms of Use”), govern your access to, and use, the Marketplace Platform. The “Marketplace Platform” includes any website administered by Zowasel that relates to transactions through the Zowasel Marketplace (“Website”) and the Systems and Services (defined below), including any content and functionality offered through the Website, Systems, and Services. By accessing, viewing, or using any page, part or component of the Marketplace Platform, you have indicated your acknowledgment and acceptance of these Terms of Use.

  1. Consent to text messages. By participating in or using the Marketplace Platform, you consent to receive text messages sent through an automatic telephone dialing system.

  2. Systems and Services. “Systems” are any of the existing and future electronic systems, applications, APIs, SMS platforms, and other platforms through which Zowasel and its affiliates make the Services available to you. “Services” are any of the existing and future services offered to you by Zowasel or its affiliates and any content including, without limitation, SMS-based preliminary indications, indication acceptances, binding contract offers and acceptances, market data, price information, connectivity, contract confirmation, and messaging. By using the Systems and Services, Your own message and data rates may apply.

  3. Zowasel Marketplace Transactions. The Website, Systems, and Services comprise an online platform through which (i) growers and distributors may be notified of, and accept, offers to purchase crops, (ii) growers may initiate bids to sell crops, (iii) buyers may be notified of, and accept, offers to sell crops, and (iv) buyers may make bids to purchase crops. Zowasel has no control over the conduct of the users of the Website, Systems or Services and disclaims all liability in this regard to the maximum extent permitted by law.

  4. Terms Applicable to Sellers. The following provisions contained in this Section 5 apply to the extent You participate in the Zowasel Marketplace as a seller or a potential seller of crops. From time to time, Zowasel may present a bid to purchase from You (a "Grower Bid"), or You may submit an offer to sell to Zowasel (a "Grower Offer"), a certain quantity of a crop of a certain quality. Any additional terms or conditions, including without limitation price, quality specifications, and additional services, will be included In the Grower Bid or Grower Offer, which shall be on the applicable Zowasel Marketplace form provided by Zowasel. Each Grower Bid will remain open until the time at which Zowasel issues a cancellation of the Grower Bid, and each Grower Offer will remain open until the time at which You revoke the Grower Offer or the Grower Offer expires in accordance with its terms. For clarification, any Grower Bid can be canceled by Zowasel at any time prior to Zowasel's receipt of Your formal acceptance of a Grower Bid. A Grower Offer submitted by You will become irrevocable upon Zowasel's acceptance of such Grower Offer. If You successfully accept a Grower Bid or Zowasel accepts a Grower Offer, such acceptance will be reflected in a binding written confirmation issued by Zowasel. No Zowasel Marketplace transaction is binding on Zowasel until such written confirmation is issued by Zowasel, which may be issued or not issued in Zowasel's sole discretion. For the avoidance of doubt, on the Marketplace Platform, a Grower Bid may be referenced to as a "Bid" and a Grower Offer may be referenced to as an "Offer" or any other terms as may be adopted by Zowasel, and the use of such alternative terms will not relieve You of the terms, conditions or obligations relating to such Grower Bid or Grower Offer set forth in these Terms and Conditions or any other agreement between You and Zowasel.

  5. Terms Applicable to Buyers. The following provisions contained in this Section 6 apply to the extent You participate in the Zowasel Marketplace as a buyer or a potential buyer of crops. From time to time, You may submit a bid to purchase from Zowasel (a "Buyer Bid"), or Zowasel may present an offer to sell to You (a "Buyer Offer"), a certain quantity of a crop of a certain quality. Any additional terms or conditions, including without limitation price, quality specifications, and additional services, will be included In the Buyer Bid or Buyer Offer, which shall be on the applicable Zowasel Marketplace form provided by Zowasel. Each Buyer Bid will remain open for the earlier of (i) twenty-four (24) hours from submission or (ii) thirty (30) minutes following Zowasel's receipt of Your cancellation (the "Bid Period"). Once a Buyer Bid is placed with Zowasel, You irrevocably commit to purchase any quantity of the crop meets the terms of Your Buyer Bid that Zowasel Is able to commit to filling during the Bid Period. For the avoidance of doubt, Zowasel has full and sole discretion to either accept or reject a Buyer Bid, or any portion thereof. Each Buyer Offer will remain open until the time at which Zowasel issues a cancellation of the Buyer Offer. For clarification, any Buyer Offer can be canceled by Zowasel at any time prior to Zowasel's receipt of Your formal acceptance of a Buyer Offer. If You successfully accept a Buyer Offer or Zowasel accepts a Buyer Bid, such acceptance will be reflected in a binding written confirmation issued by Zowasel. No Zowasel Marketplace transaction is binding on Zowasel until such written confirmation is issued by Zowasel, which may be issued or not issued in Zowasel's sole discretion. For the avoidance of doubt, on the Marketplace Platform, a Buyer Bid may be referenced to as a "Bid" and a Buyer Offer may be referenced to as an "Offer" or any other terms as may be adopted by Zowasel, and the use of such alternative terms will not relieve You of the terms, conditions or obligations relating to such Buyer Bid or Buyer Offer set forth in these Terms and Conditions or any other agreement between You and Zowasel.

  6. Cancellations; Suspensions. To ensure the integrity of the Zowasel Marketplace and the Marketplace Platform, Zowasel may, in its sole and absolute discretion, based on numerous factors, including, without limitation, logistics, past experience and performance, creditworthiness, qualifications, or any other relevant consideration, cancel or terminate any Grower Offer, Grower Bid, Buyer Offer or Buyer Bid, or suspend or terminate the participation of any user of the Marketplace Platform or participant in the Zowasel Marketplace.

  7. Crop Sampling. To the extent You are a seller of crops on the Zowasel Marketplace, to ensure the proper functioning of the Zowasel Marketplace, You agree to (i) provide, upon Zowasel’s request, a crop sample indicative of the crop enrolled in the Zowasel Marketplace for quality testing; and (ii) following quality testing, use best efforts to keep the portion of Your crop that was tested segregated from non-test crops, and notify Zowasel if part, or all, of such crop, is otherwise disposed or commingled. You acknowledge that the results of these tests may be shared. If you receive from Zowasel information about results from Your tests or the tests of other crops, You acknowledge that you will not rely upon such information and it is intended for indicative purposes only.

  8. Updates. Zowasel may in its sole discretion make unscheduled deployments of changes, updates, or enhancements to the Marketplace Platform at any time, add or remove functionality or features, and may discontinue any or all of the Marketplace Platform altogether, but Zowasel is under no obligation to update the Marketplace Platform.

  9. Violations. We may prevent Your use of, and access to, the Marketplace Platform or may prevent any phone number you use from communicating via SMS or any other means, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

  10. Your Responsibilities. You are responsible for Your use (and the use of Your agents and representatives) of the Marketplace Platform and Website and You must: (i) use a secure and non-obvious password to access them; (ii) treat the user name, password and any other piece of information you receive as part of our security procedures as confidential and not share them with any other person; (iii) notify us immediately of any unauthorized access to or use of Your user name or password or any other breach of security; (iii) periodically change your password; (iv) log out after each session; (v) install the most recent security patches and updates for Your web browser; and (vi) only use the Marketplace Platform or Website for the sole purpose of soliciting and entering into bonafide transactions on the Marketplace Platform or Website. You are solely responsible for ensuring the security of Your account passwords. You will be solely responsible for any use of or action is taken through the use of such passwords on the Marketplace Platform and Website. You agree that You are bound by, and Zowasel may rely on, any action taken by any individual that is logged in using correct credentials on Your account. You further agree that You will not: (a) alter, corrupt, hack, or violate any computer code affecting the security and access controls of the Marketplace Platform or Website; (b) knowingly submit false, misleading, or deceptive information for any purpose; (c) use the Marketplace Platform or the Website for fraudulent purposes or to engage in any offense, indecent or objectionable conduct; (d) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense or otherwise exploit the Marketplace Platform or Website in any unauthorized manner; (e) copy, reproduce, adapt, localize, translate, create any derivative works of, port or otherwise modify the Marketplace Platform, the Website or any part thereof in any form or manner or by any means; (f) harvest or scrape any content or data from the Marketplace Platform or the Website; (g) decompile, disassemble, reverse compile, reserve assemble, reverse translate or otherwise reverse engineer any part of the Marketplace Platform or the Website; (h) circumvent any functionality that controls access to or otherwise protects the Marketplace Platform or the Website; or (i) permit or solicit any third party to engage in any of the foregoing.

  11. Privacy. To use the Marketplace Platform or access the Website or some of the resources they offer, you may be asked to provide certain registration details or other information. You are responsible for ensuring that all the information you provide to us on the Website is correct, current, and complete. All information we collect, including all information you provide to register or otherwise, including but not limited to the use of any interactive features, is handled in accordance with and explained in further detail in our Privacy Policy located at https://www.Zowasel.com. You also may have certain rights in relation to the information we collect under applicable law as set out in our Privacy Policy.

  12. Other Sites and Resources. If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only including any links contained in advertisements, banner advertisements, and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

  13. Proprietary Rights. The Marketplace Platform, Website and their entire contents, data, features, and functionality (including but not limited to their “look and feel” and all information, software, text, displays, logos, images, video, and audio, and the design, selection, and arrangement thereof), and any modifications, improvements, enhancements, or updates thereof, are owned by Zowasel, its licensors, or other providers of such material and are protected by the United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Any and all suggestions for modifications or improvements to the Marketplace Platform or the Website (“Feedback”) are and will remain property of Zowasel. Zowasel may use any Feedback in any manner and for any purpose whatsoever without further notice or compensation to You and without any retention by You of any proprietary right or claim to the Feedback. You agree to assign, and do hereby assign, to Zowasel any right, title, and interest You may have to any Feedback. Subject to your compliance with these Terms of Use, Zowasel grants to you a personal, nonexclusive, non-transferable, revocable, non-sublicensable limited license to access and use the Marketplace Platform and Website for the sole purpose of soliciting and entering into bonafide transactions on the Marketplace Platform or Website. Except as expressly authorized by Zowasel, you agree not to sell, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform upload, display, license, sell, create derivative works based on the Marketplace Platform or Website, or otherwise exploit for any purpose the Marketplace Platform or Website, in whole or in part. The limited rights granted to You comprise a limited license and do not constitute the sale of any software program or any other intellectual property.

  14. Disclaimer of Warranties. NEITHER Zowasel NOR ANY AFFILIATE OF Zowasel (each a “ZOWASEL INC. ENTITY”) NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, CONSULTANTS OR LICENSORS (each a “RELATED PARTY”) MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE MARKETPLACE PLATFORM OR WEBSITE AND EACH HEREBY DISCLAIMS AND SHALL HAVE NO LIABILITY FOR ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION TO THE MERCHANTABILITY, QUALITY OF THE MARKETPLACE PLATFORM OR WEBSITE OR THEIR FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED SERVICE OR ERROR-FREE SERVICE, OR THE SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF THE MARKETPLACE PLATFORM AND WEBSITE. THE MARKETPLACE PLATFORM AND WEBSITE ARE PROVIDED ON AN “AS IS” BASIS AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT: (I) YOU MAY EXPERIENCE INTERRUPTIONS OR ERRORS IN THE MARKETPLACE PLATFORM AND WEBSITE; AND (II) THE MARKETPLACE PLATFORM AND WEBSITE MAY, FROM TIME TO TIME, BE TEMPORARILY UNAVAILABLE.

  15. Exclusion of Incidental, Consequential, and Certain Other Remedies. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO CIRCUMSTANCES SHALL ANY ZOWASEL INC. OR ANY RELATED PARTIES BE LIABLE HEREUNDER TO YOU OR TO OTHERS DIRECTLY OR INDIRECTLY MAKING USE OF THE MARKETPLACE PLATFORM OR WEBSITE, FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, ARISING UNDER THESE TERMS OF USE, EVEN IF ZOWASEL HAS BEEN ADVISED OF THE POSSIBILITY THEREOF AND EVEN IF DUE TO ZOWASELl’S ERROR, OMISSION, OR NEGLIGENCE.

  16. Limitation of Liability and Remedies. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, IN NO CIRCUMSTANCES SHALL ANY ZOWASEL INC. OR ANY RELATED PARTIES BE LIABLE FOR ANY (A) DELAY, INACCURACIES, ERRORS, OMISSIONS OR INTERRUPTION OF ANY KIND IN RELATION TO THE MARKETPLACE PLATFORM OR WEBSITE OR FOR ANY RESULTING LOSS OR DAMAGE; OR (B) LOSS OR DAMAGE ARISING FROM UNAUTHORIZED ACCESS TO OR MISUSE OF THE MARKETPLACE PLATFORM OR WEBSITE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ANY ZOWASEL INC. OR ANY RELATED PARTIES HEREUNDER EXCEED THE LESSER OF: (A) THE FEES PAID TO ZOWASEL INC. BY LICENSEE HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIFTY US DOLLARS ($50), REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THIS LIMITATION SHALL SURVIVE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THIS AGREEMENT.

  17. Third-Party Access Rights; Unauthorized Access. Access to and use of the Marketplace Platform and Website is restricted to authorized users only. If You grant third parties (including any of Your directors, officers, employees, consultants, advisors, agents or other representatives) access to Your account or to take any action on Your behalf through Your account, You are solely responsible for the validity of such individuals' access to Your Account, including the provision of valid and accurate e-mail addresses and log-in credentials and the applicable permissions for such individuals, and for all actions taken by such individuals through Your account. Unauthorized individuals attempting to access the Marketplace Platform and Website may be subject to prosecution.

  18. Notice. Notice to you may be made via email, fax, or certified or registered mail, return receipt requested, to your most current address on record. Zowasel may also provide notices of changes to these Terms of Use or other matters by providing a click-through the screen on the Systems. At all times, You are responsible for providing Zowasel with a valid e-mail address to which notices may be sent. Any notice sent to the e-mail address on file with Zowasel will be deemed to be noticed properly given to You. You may give notice to Zowasel by email at legal@Zowasel.com, or certified or registered mail, return receipt requested to our office.

  19. Modification of Terms. Zowasel may change these Terms of Use at any time by either (i) posting the revised terms on the Website or on the Marketplace Platform; (ii) sending you an email notification to the email address that you provided to Zowasel as part of your account registration, or notification via SMS or other messaging services, or (iii) presenting the revised Terms of Use to you when you log into the Website or the Marketplace Platform. The updated Terms of Use will become effective the earlier of (a) when you accept them online, (b) ten (10) days after Zowasel posts or emails the update, in which case your continued use of any of the Marketplace Platform or Website or failure to cancel your account will indicate your acceptance of the amended Terms of Use. These Terms of Use and any other Zowasel Marketplace agreement You have entered into with Zowasel ("Zowasel Agreements") shall supersede any and all other agreements, written or oral, between You and Zowasel ("Other Agreements"). To the extent of any conflict between the provisions in any Zowasel Agreement and any Other Agreements, the terms of the Zowasel Agreement shall control.

  20. Opt-Out. You may opt-out of receiving text messages from Zowasel’s shortcode by sending the keyword STOP, STOPALL, UNSUBSCRIBE, CANCEL or END to Zowasel’s shortcode.

  21. Compliance. You represent that it is not engaged in, and agrees not to engage in, any unlawful transaction or business, and agrees not to use or knowingly permit anyone to use of Zowasel Marketplace, Systems or Services for (a) any purpose or in any manner not authorized by these Terms of Use or (b) for any unlawful purpose or in any manner not in compliance with applicable laws, rules, or regulations of any federal, state, or local governmental entity of the United States or any foreign country, including all United States export laws.

  22. Customer Support. To contact Zowasel Customer Support, please email hello@Zowasel.com 

  23. General Terms. The Terms of Use are the complete and exclusive statement of the agreement between the parties and supersedes all prior agreements, oral or written, and all other communications between the parties concerning the subject matter of this Terms of Use. The failure of either party to exercise any right or remedy under this Terms of Use or at law shall not prevent any further exercise of that right or remedy. You may not assign this Terms of Use without the prior written consent of Zowasel. If any part, term or provision of this Agreement is held illegal, invalid or unenforceable, the validity or enforceability of the remainder of the Agreement shall not be affected. These Terms of Use and your use of the Marketplace Platform and Website shall be governed by the internal laws of the State of Delaware, and the federal laws of the United States, without regard to conflicts of laws principles. Any disputes related to specific transactions on the Zowasel Marketplace will be governed by National Grain & Feed Association (“NGFA”) trade rules (the “Rules”) in effect on the date the dispute arises, and any dispute will be referred to NGFA arbitration in accordance with the Rules. The parties agree that the sole forum for the resolution of all disagreements or disputes relating to crop transactions arising under the Zowasel Marketplace between You and Zowasel shall be arbitration proceedings before the NGFA pursuant to the Rules. The decision and award determined by such arbitration shall be final and binding upon the parties and judgment upon the award may be entered in any court having jurisdiction thereof. The language of the Agreement is English and all obligations under and communications relating to the Agreement shall be conducted in English. The Parties acknowledge that a material breach relating to certain provisions of this Terms of use may, by its gravity or nature, cause immediate or irreparable injury to the other Party that cannot be adequately compensated for in damages. Accordingly, notwithstanding anything to the contrary in this Agreement, in the event of any such material breach and in addition to all other remedies available herein, the non-breaching Party may seek solely injunctive relief (including a temporary restraining order, preliminary injunction or permanent injunction) from any court of competent jurisdiction, without posting a bond or other security. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Marketplace Platform, Website or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. With respect to an unauthorized user there are no time limitations with respect to any action brought by Zowasel other than the applicable statute of limitations.

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