1. Welcome to the M-Cultivo Marketplace!

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and [business entity name] (“we,” “us” or “our”), concerning your access to and use of the [website name.com] website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms and Conditions. If you do not agree with all of these Terms and Conditions, then you are expressly prohibited from using the Site and you must discontinue use immediately. Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason.

We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Site after the date such revised Terms and Conditions are posted. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. 

2. Creating an Account

You can browse the marketplace without an account. In order to make a purchase, you must create an account. You must be 18 years of age or older. In order to shop the Marketplace, you’ll need to register with an email, and set a password. When you do that, the information you give us has to be accurate and complete. Don’t impersonate anyone else. If you don’t follow these rules, we may cancel your account. You’re responsible for all the activity on your account, and for keeping your password confidential. If you find out that someone used your account without your permission, you should report it to info@mcultivo.com. To sign up for an account, you need to be at least 18 years old, or old enough to form a binding contract where you live. If necessary, we may ask you for proof of age.

Currently, the Marketplace is available only to customers in Canada, the United States, and the United Kingdom. Accounts registered outside of these countries may still browse the site, but will not be able to purchase products at this time. M-Cultivo will send updates to registered accounts if and when the Marketplace expands to other countries. 

3. Please Don’t Do These Things

Here’s a list of things you probably already know you shouldn’t do - lie, break laws, steal data, hack other people’s information or computers, etc. Please don’t do these things.

• Don’t lie to people. Don’t create an account using any false information, or submit payment information that is false, inaccurate, deceptive, or fraudulent. 
• Don’t try to interfere with the proper workings of the Services.
• Don’t bypass any measures we’ve put in place to secure the Services.
• Don’t try to damage or get unauthorized access to any system, data, password, or other information, whether it belongs to M-Cultivo or another party.
• Don’t take any action that imposes an unreasonable load on our infrastructure, or on our third-party providers. (We reserve the right to determine what’s reasonable.)
• Don’t use any kind of software or device (whether it’s manual or automated) to “crawl” or “spider” any part of the Site.
• Don’t take apart or reverse engineer any aspect of the M-Cultivo Marketplace in an effort to access things like source code, underlying ideas, or algorithms.

4. How the Marketplace Works

Most of the Terms and Conditions that you’re agreeing to consider your relationship with M-Cultivo. This section describes the relationships behind the scenes, and who’s responsible for what. This is what you’re agreeing to when you purchase coffee through the M-Cultivo Marketplace.

M-Cultivo provides a sales platform for roasters to purchase coffee directly from producers through an pre-negotiated. supply chain. This supply chain is contingent upon the minimum agreed upon bags of coffee being sold in any given market as determined by the importer and exporter. 

When a roaster purchases a sack of coffee through the M-Cultivo Marketplace, they are obligated to pay for, and receive the coffees purchased, and any additional delivery fees. When a producer consents to have their coffees listed on the Marketplace, they are agreeing to hold the exact coffee and quantity until that coffee is purchased on the Marketplace, at which point it will be delivered to the agreed upon exporter for transportation. Coffees will be released back to producers if they have not sold during the agreed-upon duration of the Marketplace. 

If a producer fails to fulfill their obligation to hold their coffee for the Marketplace, the producer has failed to live up to their obligations under this agreement, and a refund will be issued to the buyer. 

The producer agrees to deliver their coffee to the exporter’s designated warehouse once sold on the marketplace. The producer, if applicable, agrees to pay transport charges to the exporter. Upon sale, the producer also consents to a commission to be paid to the Brazil Specialty Coffee Association, Cup of Excellence, and M-Cultivo. 

M-Cultivo has agreements in place with preferred exporters and importers. These partners have provided estimated shipping costs for M-Cultivo, and these estimated shipping costs are what you see when you check out. Estimated costs include a conservative buffer to account for the uncertainty in the current shipping crisis. Actual rates will be determined when the coffee ships. If there are any cost savings or difference, M-Cultivo will refund the buyer the difference between estimated shipping paid at checkout and actual shipping costs. The shipping costs at checkout are inclusive of international freight, import fees, approval samples, and domestic freight to your roaster. M-Cultivo passes all orders to the exporter and importer for fulfillment. It is the responsibility of the exporter and importer to fulfill the orders and handle the logistics of shipping the coffee to you.

5. Refunding Purchases

This section details how we’ll handle your payment, what situations warrant refunds, and how we plan to handle that. 

There are terms that apply when you purchase coffee from the marketplace:

• You’re charged for your purchase at the time of checkout, but your card will be refunded should the minimum order quantity necessary for importation set by the importer of your country not be met in the duration of the marketplace. 
• Each importer has set minimum quantities they must meet in order to consolidate air or ocean freight. 
• In the case that ocean freight minimums are not met, we will give buyers the option to airfreight if minimum airfreight quantities can be achieved. 
• The delivery estimate is both the exporter and importer’s estimate for how long it will take for coffee to reach you. 
• We don’t mediate disputes between individual buyers, and we don’t get involved in issues stemming from the last mile of the supply chain.

6. Our Fees

We charge a 10% fee to farmers to list their coffees on the site. We charge a pass-through cost of 5% to customers to cover payment processing fees. You’re responsible for paying additional fees or taxes associated with your use of the marketplace. 

Other Websites:

The M-Cultivo marketplace may contain links to other websites. When you access third-party websites, you do so at your own risk. We don’t control or endorse those sites. 

M-Cultivo partners with other companies, like Stripe, for payment processing. When you purchase coffee from the marketplace, you’re also agreeing to the payment processor's terms of service.

7. Intellectual Property Rights

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

8. Site Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. 

• We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
• We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.
• We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site.
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Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

9. Term and Termination

These Terms and Conditions shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE [YOUR ACCOUNT AND] ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

10. Governing Law

These Terms and Conditions and your use of the Site are governed by and construed in accordance with the laws of the State of Georgia applicable to agreements made and to be entirely performed within the State of Georgia, without regard to its conflict of law principles.

Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

11. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) [your Contributions]; (2) use of the Site; (3) breach of these Terms and Conditions; (4) any breach of your representations and warranties set forth in these Terms and Conditions; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. 

12. Limitations of Liability

To the fullest extent permitted by law, in no event will M-Cultivo, its directors, employees, partners, suppliers, or content providers be liable for any indirect, incidental, punitive, consequential, special, or exemplary damages of any kind, including but not limited to damages (i) resulting from your access to, use of, or inability to access or use the Services; (ii) for any lost profits, data loss, or cost of procurement or substitute goods or services; or (iii) for any conduct of content of any third party on the Site. In no event shall M-Cultivo’s liability for direct damages be in excess of (in the aggregate) one hundred U.S. dollars ($100.00).

13. Miscellaneous

These Terms and the other material referenced in them are the entire agreement between you and M-Cultivo with respect to the Services. They supersede all other communications and proposals (whether oral, written, or electronic) between you and M-Cultivo with respect to the Services and govern our future relationship. If any provision of these Terms is found to be invalid under the law, that provision will be limited or eliminated to the minimum extent necessary so that the Terms otherwise will remain in full force and effect and enforceable. The failure of either you or M-Cultivo to exercise any right provided for in these Terms in any way won’t be deemed a waiver of any other rights.

These Terms are personal to you. You can’t assign them, transfer them, or sublicense them unless you get M-Cultio’s prior written consent. M-Cultivo has the right to assign, transfer, or delegate any of its rights and obligations under these Terms without your consent. M-Cultivo will provide you notice via email, written notice, or by conspicuously posting the notice on our Site.