Terms of Service

Last Updated: March 1, 2024

1. Acceptance of Terms of Services

IMPORTANT NOTICE: Please read these Terms of Service (“Terms”) thoroughly as they contain critical information about your legal rights, remedies, and obligations. These include, but are not limited to, various limitations and exclusions, a clause that dictates the jurisdiction and venue for disputes, and the requirement to adhere to applicable laws and regulations.

By using the website, mobile application, or services (collectively referred to as the “Services”) provided by CropConex Inc. (“CropConex,” “we,” “us,” or “our”), you enter into a binding contract with CropConex. Our platform offers a unique space that bridges coffee sellers with green coffee and buyers seeking to purchase it. Access to these Services is available through the CropConex website located at https://cropconex.com, any associated sites, and our web application at https://cropconex.app (collectively, the “Site”).

Acknowledgment and Agreement:

Each user acknowledges and agrees that by accessing or utilizing the Site, Application, or Services, including downloading or posting any content on or through these platforms, signifies your understanding and agreement to be bound by these Terms. This applies regardless of whether you have registered on the Site and Application. If you disagree with these Terms, you must refrain from accessing or using the Site, Application, Services, or any collective content.

By engaging with the Site or Application, you consent to abide by these Terms of Service (“Terms”), whether you are registered as a user or not. These Terms oversee your access to and use of the Site, Application, and Services, including all collective content (defined subsequently), establishing a legal agreement between you and CropConex. It’s imperative to also review our Privacy Policy. Non-compliance with these Terms could lead to civil and criminal penalties.

Prohibited Use:

If you do not consent to these legal terms in their entirety, you are strictly prohibited from using the Services and must cease all use immediately.

Updates and Revisions:

Supplemental terms, conditions, or documents that may be posted on the Services periodically are hereby incorporated by reference. We reserve the exclusive right to modify these Legal Terms at any time for any reason. Any changes will be indicated by an updated “Last Updated” date on these Legal Terms, and you waive any right to specific notice of each such change. Regular review of these Legal Terms is your responsibility to stay informed of updates. Your continued use of the Services after the posting of revised Legal Terms implies your acceptance of the changes.

Should you accept these Terms on behalf of a company or other legal entity, you confirm that you have the authority to bind said entity to these Terms, and “you” and “your” will refer to that company or other legal entity.

2. Key Terms and Definitions

“CropConex Content” refers to all materials made available via the Site, Application, or Services by CropConex, including third-party licensed content, but excluding content provided by members.
“Order Request Period” is the designated timeframe, starting from when a buyer requests an order, within which a seller has the opportunity to confirm or reject that request, as defined by CropConex.
“Collective Content” encompasses both Member Content and CropConex Content, forming the entirety of content available through our Services.
“Content” broadly covers all forms of media and information, including text, graphics, images, music, software (application excluded), audio, video, and any other materials.
“Buyer” and “Seller” roles are defined by the action taken in the transaction process; a buyer requests coffee orders, while a seller provides listings for coffee available for purchase.
“Listing” specifically refers to coffee offered for sale by a seller through our platform.
“Public Marketplace” versus “Private Marketplace”: The Public Marketplace aggregates listings visible to all users, while the Private Marketplace contains listings available only to buyers invited by the seller.
“Member” identifies any individual who completes the registration process on CropConex, encompassing both buyers and sellers.
“Member Content” includes all content posted, uploaded, or otherwise contributed by members within their listings or profiles.
“Access Fees” denote the subscription charges, exclusive of taxes and duties, payable for using our Services.
“Data” represents the information entered into the Services by you or on your behalf.
“Intellectual Property Right” captures a wide array of proprietary rights, including patents, copyrights, trademarks, and others, recognized globally, whether registered or not.
“Subscriber” is the term for customers who have registered for our Services.
“Price” and “Marketplace Fee” detail the financial aspects of transactions within our platform, with Price being the amount payable by a Buyer for coffee, and Marketplace Fee being the charge applied to buyers for using the Public Marketplace.

Your Agreement & Acknowledgment:

By engaging with the Site, Application, or Services, and by uploading or downloading any Content, you affirm that you have reviewed, understand, and agree to these Terms. This acceptance is mandatory for access and use. Should these Terms change, your continued use after such modifications signifies your agreement to the revised Terms. If these updates are not agreeable to you, discontinuing the use of our Services remains your sole recourse.

Modifications to Terms:

CropConex reserves the right to update or modify the Site, Application, Services, or these Terms, including Service Fees, without prior notice. Changes will be communicated through the Site or Application and by updating the “Last Updated” date. Your continued use after such updates indicates acceptance of the new Terms.

3. Eligibility Criteria

Age and Legal Capacity:

By engaging with the Service, you affirm that you are at least 18 years old, which qualifies you legally to enter into contracts. This precondition ensures that all users engaging with our platform have the legal capacity to adhere to and fulfill the terms of any agreements made within the Service.

Intended User Base:

The Site, Application, and Services have been specifically designed for use by commercial organizations. It’s important to note that any usage by non-commercial entities is strictly prohibited. By accessing or utilizing our platform, you declare and assure that you represent a commercial organization, capable of engaging in business transactions. To verify this status, we reserve the right to request identification or additional proof to confirm that users, whether buyers or sellers, meet this criterion.

Access Restrictions:

Should you have been previously barred by CropConex from using the Service, please be aware that this prohibition stands. Any attempt to access or use the Service following such a restriction will be considered a violation of these eligibility terms.

4. About CropConex

Introduction to CropConex:

CropConex is a specialized software solution designed to optimize the processes of inventory management, sales, and order fulfillment specifically for the green coffee market. Our platform serves as a crucial link between buyers and sellers, enhancing visibility, data management, and overall efficiency throughout the coffee supply chain.

Functionality of the Platform:

Our Site, Application, and Services collectively provide an innovative online platform that enables coffee sellers to list their coffee for sale, while simultaneously offering buyers the opportunity to find and purchase coffee lots directly. It’s important for users to understand that CropConex functions solely as a facilitator in these transactions. We are not a party to any contracts formed between buyers and sellers, nor do we engage in trading as a coffee seller or buyer ourselves. Our role is to streamline the process of connecting participants within the coffee market but does not extend to managing or overseeing the actions of users on our platform.

Liability and Responsibility:

CropConex’s responsibility is limited to providing and maintaining the online platform or marketplace, along with the associated technology, to enable direct interactions and transactions between coffee buyers and sellers. Users should be aware that while we strive to provide a reliable and effective service, CropConex does not have control over the content posted by users, nor the condition, quality, legality, or suitability of the coffee listed on our platform. As such, we disclaim all liability to the maximum extent permitted by law in relation to any listings, transactions, or interactions that occur as a result of using our services. All transactions made through CropConex are conducted at the users’ own risk.

Platform Usage:

We emphasize that the intent behind the Site, Application, and Services is to aid in the direct interaction and transaction of coffee sales between sellers and buyers. However, CropConex cannot guarantee the accuracy of listings or the quality of coffee sold through our platform. Users are encouraged to exercise due diligence and caution in their dealings on our platform, as CropConex will not be liable for any issues that arise from transactions or interactions facilitated by our services.

Account Guidelines:

To fully engage with the Site and Application, and to access specific features, it’s necessary for you to register and create an account with CropConex (“CropConex Account”), thereby becoming a member. The process of creating your CropConex Account and profile page involves the provision of personal information, either supplied by you or gathered through an existing account with us.

Single Account Policy: Each user is allowed only one active CropConex Account. This policy helps maintain the integrity and security of our platform.
Accuracy of Information: You commit to providing truthful, up-to-date, and complete information during the registration process and to continuously update your information as necessary. Accuracy in this context ensures smooth operations and communications.
Consequences of Multiple Accounts or Inaccurate Information: CropConex holds the right to suspend or terminate your account and access to our services if you violate the single account policy or if the information you provide is found to be false, outdated, or incomplete.
Password Security: Your account’s security hinges on safeguarding your password. It is your responsibility to keep your password confidential and to be accountable for any activities conducted under your account, whether or not you have authorized them. Promptly inform CropConex about any unauthorized account activity.

By registering a CropConex Account, you assert that you possess the legal authority to bind yourself or any entity you represent to these Terms, including granting CropConex all necessary permissions and licenses outlined herein.

5. Public Marketplace Terms

Access and Registration:

To engage with the vast selection of coffee listings available in our Public Marketplace, interested parties can browse as unregistered visitors. However, should you decide to order coffee or create a listing, registration for a CropConex account is a prerequisite. This ensures a secure and verified community of buyers and sellers within our platform.

Sellers Terms for the Public Marketplace:

Eligibility: Membership grants you the opportunity to list your coffee in the Public Marketplace, provided you hold the right to sell and the capability to export the coffee from its country of origin.
Listing Creation: When creating a listing, sellers are prompted to provide comprehensive details about their coffee, including location, quality, quantity, features, availability, and pricing in USD, alongside any pertinent financial terms.
Quality Assurance: Listings must undergo a quality assessment by a qualified specialist, such as an SCAA-accredited Q-Grader, ensuring that only specialty coffees (scoring above 83 points by the SCAA protocol) are featured.
Public Accessibility and Compliance: Listings will be accessible to members through our platform, which mandates that sellers commit to the advertised price and quality until delivery (FOB terms). Sellers are responsible for the accuracy and legality of their listings, including tax and regulatory compliance.
Imagery and Representation: Sellers can enhance their listings with origin images. Responsibility for the accuracy and ownership of these images lies with the seller, with CropConex retaining the right to use these images for promotional purposes without further notice or compensation.
Liability and Insurance: CropConex does not serve as an insurer or contracting agent. Agreements made between a buyer and seller on the platform are directly between those parties, with CropConex facilitating but not participating in these contracts.
Order Confirmation and Pricing: Before sending an order request, buyers will be shown the total estimated price. Sellers are obligated to either confirm or reject order requests within the specified period, or the order will be automatically canceled. Upon confirmation of your order by the seller, you will receive an email summarizing the details of your confirmed order.

Buyer Financial Terms Defined:

“Marketplace Fees”: Fees charged to the buyer by CropConex for utilizing the online platform, calculated as a percentage of the FOB price.
“FOB Price”: The asking price set by the seller, covering loading costs onto the export vessel, excluding international shipping costs.
“Total Price”: Encompasses the FOB Price plus any additional costs such as taxes, shipping, and insurance from the point of FOB to the delivery address.
Payment Terms: Transactions adhere to “Cash Against Documents” (CAD) payment terms, with buyers required to settle payments upon receipt of shipping documents.
Marketplace fees: In consideration for the use of CropConex’s online platform for marketplace sales, CropConex charges the Marketplace Fees. Please contact help@CropConexr.com to get more information about marketplace fees.
Currency and Exchange Risks: All transactions are conducted in USD, with no adjustments for foreign exchange volatilities. Parties engage in transactions accepting the inherent risks of currency fluctuations.

6. Subscription Terms

Trial Policy: Trial subscriptions at CropConex are designed to let you evaluate the utility of our services. They automatically convert into a monthly subscription 2 weeks after the trial’s commencement unless cancelled. If you decide not to continue beyond the trial period, you can cancel your subscription at no cost.

Term and Termination: Subscriptions renew automatically at the end of each term unless cancelled by the user in their account settings. CropConex adheres to a strict no-refund policy for any remaining period on prepaid subscriptions. Additionally, CropConex reserves the right to adjust subscription prices, which may include increases on the anniversary of your initial activation. Notification of any price changes will be communicated at least 20 days prior to taking effect.

7. User Conduct

As a user of CropConex, you acknowledge your sole responsibility for adhering to all applicable laws, rules, regulations, and tax obligations. During your use of CropConex’s site, application, services, and collective content, you agree not to engage in any activity that:

Violates any law, regulation, or court order, including zoning, customs, and tax regulations.
Employs manual or automated means to scrape, crawl, or index any part of the site or services.
Misuses CropConex content or exposes it in a way that violates our privacy policy, terms of service, or infringes on the rights of others.
Uses the platform for unauthorized commercial purposes.
Infringes on the intellectual property, privacy, publicity, or contractual rights of any entity or individual.
Interferes with or damages the operation of the site or services through malicious software or techniques.
Shares or posts personal information about others without their explicit consent.
Engages in spamming, harassment, or uses the platform to harass or stalk other users.
Lists items for sale that you do not have the legal right to sell.
Creates multiple accounts or accounts on behalf of someone else without their consent.
Contacts users for purposes other than those related to the listed coffee or transactions on CropConex.
Solicits users to join competing services without CropConex’s explicit permission.
Misrepresents your identity or affiliation with any person or entity.
Circumvents the payment of service fees or any other fees owed to CropConex.
Posts false, misleading, illegal, or harmful content.
Collects information from CropConex in any form to create or compile a database without authorization.
Attempts to reverse engineer any aspect of the service or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, content, or code of the services.

8. Limitation of Liability

Role and Services: CropConex functions as a neutral platform designed to facilitate communication and transactions between buyers and sellers. We do not create an agency relationship with users nor take part in transactions. Our platform is subject to change or discontinuation according to our discretion.

No Logistics Responsibility: Both Buyers and Sellers are accountable for organizing and managing local and international freight, with CropConex providing the platform for transaction facilitation but not offering logistics services.

No Control and No Guarantee: We exert no control over the authenticity, quality, safety, or legality of coffees listed, nor the accuracy of listings or the capability of sellers and buyers to complete transactions. Consequently, CropConex cannot guarantee transaction completion and assumes no responsibility for disputes between users. By using CropConex, you release us from any claims related to disputes with other users.

Availability and Seller Responsibility: Coffee listings on CropConex are managed by sellers, including details like volume and price, which may change without notice. CropConex does not oversee the compliance of sellers with licensing or legal requirements.

Warranties and Endorsements: CropConex does not provide warranties for uninterrupted service or the performance of any seller obligations. The extent of our warranties is limited by applicable law. Additionally, verification of members or listings on our platform should not be seen as an endorsement. We encourage users to exercise due diligence when engaging in transactions or interactions on CropConex.

9. General Terms and Conditions

Enforcement and Waiver: CropConex’s failure to enforce any right or provision in these terms does not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Rights under these terms are cumulative and do not affect any other rights and remedies available to us.

Electronic Communications: By using our services, you consent to receive electronic communications from CropConex, which may include emails, texts, in-app notifications, or public postings on our service platforms. You acknowledge that these electronic communications satisfy any legal requirements that such communications be in writing.

Assignability: Your rights or obligations under these terms cannot be assigned or transferred without the express written consent of CropConex. Conversely, CropConex retains the right to assign its rights, duties, and obligations without restriction.

Force Majeure: Neither party is liable for delays or failures in performance resulting from events beyond their reasonable control. Such events may include, but are not limited to, natural disasters, acts of war or terrorism, governmental actions, or technological barriers. Affected parties are expected to notify each other and make reasonable efforts to resume performance.

Governing Law and Venue: These terms shall be governed by and construed in accordance with the laws of the State of California and the United States, excluding its conflict of law rules. Any disputes arising under or related to these terms shall be resolved in the competent courts located in New York, California, to which you agree to submit.

Language and Translations: CropConex may offer translations of these terms for your convenience. In cases of discrepancies, the English version prevails.

Intellectual Property and Privacy Policy: All intellectual property related to CropConex services remains the exclusive property of CropConex and its licensors. By agreeing to these terms, you also acknowledge and consent to CropConex’s privacy policy, which governs the collection and use of personal information.

Content License and Use Restrictions: CropConex grants you a limited, non-exclusive license to access and view CropConex content under these terms. You are prohibited from exploiting the service or its content beyond what is explicitly permitted. By posting or submitting content to CropConex, you grant us a broad license to use that content in connection with our services.

Member Content Responsibility: You are solely responsible for the content you provide and must ensure it does not infringe on any third-party rights or violate any laws. CropConex reserves the right to remove or disable access to content that violates these terms or other legal restrictions.

Third-party Links and Trademarks: CropConex may link to third-party sites or resources, but is not responsible for their availability, content, or services. Engagement with such sites is at your own risk. Trademarks, service marks, and logos used in connection with CropConex services are the property of their respective owners.

10. Privacy Policy

Our collection and use of your information is governed by our privacy policy, available here.

If you have any questions about these terms please contact CropConex at support@cropconex.com.