Welcome to the M-Cultivo Marketplace and
These Terms and Conditions (these “Terms”) constitute a legally
binding agreement between you, whether individually or on behalf of an entity
(“you”) and the Cultivo Group, including Cultivo Group, LLC, M Cultivo, Inc.,
M. Cultivo Limited and their respective subsidiaries and affiliates
(collectively, “M-Cultivo”, the “Company”, “we,” “us” or “our”), concerning
your access to and use of www.mcultivo.com and any affiliated
websites (collectively, the ”Site”), regardless of whether you access the Site
via a personal computer, smartphone, tablet, mobile application or via any
1. General Use of the Site.
a. You agree that by accessing the Site, you have
read, understood, and agree to be bound by these Terms. If you do not agree to
these Terms, then you are expressly prohibited from using the Site and you must
discontinue use immediately. We reserve the right, in our sole
discretion, to make changes or modifications to these Terms and/or to the Site
at any time and for any reason. You
waive any right to receive specific notice of any change or modification. It is your
responsibility to periodically review these Terms to stay informed of updates.
By continuing to use the Site, you will be deemed to have been made aware of
and to have accepted, the modifications or changes.
b. The Site consists of two primary components: (a)
a marketplace, where coffee producers or sellers (each a “Seller”) and coffee
buyers (each a “Buyer”) can virtually “meet” (the “Marketplace”) to potentially
enter into transactions to sell coffee beans and related products (the “Products”);
and (b) an auction platform, where auctions occur to purchase coffee beans and
related products (the “Auction Platform”).
These Terms generally apply to all Marketplace transaction (each, a
“Marketplace Transaction”) and Auction Platform transactions (each, an “Auction
Transaction”). Section 20 sets forth
additional terms and conditions that apply to Auction Transactions. If you are using the Site in your capacity as
an employee or agent of a company or any other legal entity, you represent and
warrant that you are authorized to legally bind such entity. If you do not have this authority, you must
not accept these Terms and may not use the Site. Purchases made through the Marketplace and
the Auction Platform are non-refundable.
the Site in Individual Countries. The information provided within 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. The Marketplace and the
Auction Platform may not be used in connection with transactions between Buyers
and Sellers where the consummation of such transaction would be prohibited by
3. Creating an Account. You can browse the
Site without registering, but in order to become a Buyer, you must create an
account (each, an “Account”). To create an Account, you must be 18 years of age
or older. Account registration will
require that you provide us with certain personal information such as your
name, mailing address, telephone number and email. When you provide that registration
information, please make sure that it is accurate and complete. Do not
impersonate anyone else. We reserve the right to close or cancel an Account at
any time for any reason. You are
responsible for all the activity on your Account. Keep your username and password confidential
and do not share with third parties. If you learn that someone used your
Account without permission, report it promptly to email@example.com.
Security. We will maintain
commercially reasonable security measures in providing the Site. We reserve the
right to suspend access to the Site in the event of a suspected or actual
security breach. However, no security
system is foolproof. However, we are not
liable for any damages incurred in connection with any unauthorized access
resulting from the actions or omissions of you or any third-party. The Site may be hosted by a third-party cloud
hosting service provider (the “Hosting Provider”). M-Cultivo is not responsible for the acts or
omissions of the Hosting Provider. It is
your responsibility to safeguard your credentials. If any unauthorized user bids on your behalf
as a result of unauthorized access, such bid is your responsibility. Multi-factor authentication is available and its
use is encouraged.
5. Things Not to Do. Below is a
representative, but non-exhaustive, list of things you should not do with
respect to the Site, the Marketplace or the Auction Platform:
Do not lie.
- Do not create an Account
using any false information.
Do not submit payment
information that is false, inaccurate, deceptive, or fraudulent.
Do not interfere with the
working or functionality of the Site, the Marketplace or the Auction
Do not bypass any security
Do not damage or obtain
unauthorized access to any system, data, password, or other information,
whether it belongs to M-Cultivo or another person or entity.
Do not take any action that
imposes an unreasonable load on Site infrastructure or on our third-party
providers and partners.
Do not use any kind of
software or device, whether it is manual or automated, to “crawl”,
“scrape” or “spider” any part of the Site.
Do not reverse engineer any
aspect of the Site, the Marketplace or the Auction Platform.
How the Marketplace and Auction Platform Work.
a. The Marketplace and the Auction Platform each
respectively provide a sales platform for Buyers to purchase Products directly
from Sellers through a pre-negotiated supply chain (the “Supply Chain”). This
Supply Chain is contingent upon the minimum agreed upon amount of Products
being sold in any given market as determined by the importer and
exporter. When a Buyer purchases Products through the Marketplace or the
Auction Platform, the Buyer is obligated to pay for, and receive, the Products
purchased and pay any applicable delivery charges. When a Seller consents to have their Products
listed on the Marketplace or within the Auction Platform, the Seller is
agreeing to hold the exact Products and quantity until those Products are
purchased. After purchase, the Products
will be delivered to the agreed-upon exporter for transportation. Products will
be released back to the Seller if they have not sold during the agreed-upon
duration of a Marketplace Transaction or an Auction Transaction. If a Seller fails to fulfill its obligations,
a refund will be issued to the Buyer whenever possible.
b. A Buyer has the option to: (i) have us manage
the supply chain for a management fee; or (ii) manage from the exporter (FOB)
forward. Exporter fees are
pre-negotiated for each event, but importer and other supply chain fees are
c. The Seller agrees to: (i) deliver the Products
to the exporter’s designated warehouse once sold; (ii) pay transport charges to
the exporter to the extent applicable; and (iii) deliver the quality as advertised on the Site.
M-Cultivo passes all orders to
the exporter and importer for fulfillment. However, it is the responsibility of
the exporter and importer, not us, to fulfill the orders and handle the
logistics of shipping the Products to you.
M-Cultivo will provide shipping quotes upon request.
7. Fees. We charge a percentage fee for each Marketplace
Transaction. You are responsible for paying additional fees or taxes
associated with your use of the Marketplace. Fees for Auction Platform Transactions
vary. You expressly authorize us and our
third-party payment processor, such as Stripe (each, a “Payment Processor”) to
charge you the applicable fee. Fees are
not collected by us, but rather by the Payment Processor. We may ask you to supply additional
information relevant to the fee, including your credit card number, the
expiration date of your credit card and your email and postal addresses for
billing and notification (such information, collectively referred to as the
“Payment Information”). You represent and warrant that you have the legal right
to use all payment method(s) represented by any such Payment Information. By providing us with Payment Information, you
are agreeing to the Payment Processor’s terms of service.
8. Other Websites. The Marketplace or
the Auction Platform may contain links to third-party websites that we do not
own, operate or control. When you access third-party websites, you do so at
your own risk. We do not control or endorse those websites.
9. Intellectual Property Rights. The Site, the Marketplace and the Auction Platform and all of their
respective enhancements, upgrades, modifications, customizations, derivative
works, selections, algorithms, compilations, aggregations, source code and/or
object code, and copies thereof, and all information, methods, processes and
all intellectual property contained therein as well as any audio, video, text,
photos or graphics (collectively, the “Site IP”) are and will remain the
property of M-Cultivo. M-Cultivo has and
will retain exclusive right and title to, and has all patent, copyright,
trademark, trade secret and all other intellectual property rights in and to
the Site IP. Nothing in this Agreement
will be construed as transferring any aspects of such rights to you with the
exception of your limited right to use and access the Site. M-Cultivo shall have the right to register
patents, trademarks and copyrights related to the Site with any governmental
authority anywhere in the world. The
Site IP is provided on an ”as-is” basis without representation or warranty.
Except as expressly provided in these Terms, no part of the Site IP 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 and comply with these Terms, you are granted a
limited license to access and use the Site.
10. 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 and without notice. However, we
have no obligation to update any information on our Site. We also reserve the
right to 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. 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. Nothing in these Terms will
be construed to obligate us to maintain and support the Site or to supply any
corrections, updates, or releases in connection therewith.
11. Term and Termination. These
Terms shall remain in full force and effect while you use the Site, the
Marketplace or the Auction Platform. 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 OR FAILURE TO COMPLY WITH APPLICABLE LAW OR
REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE
YOUR ACCOUNT AND ANY CONTENT OR INFORMATION 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
Law. These Terms and your use of the Site are
governed by and construed in accordance with the laws of the State of Georgia
(USA) applicable to agreements made and to be entirely performed within the
State of Georgia, without regard to its conflict of law principles. Any dispute related to these Terms or your
use of the Site shall be submitted solely to the state or federal courts
located in Fulton County, Georgia. You
and us submit exclusively to such jurisdiction and venue. Judgments may be enforced in any court in the
world having jurisdiction over such matters.
YOU AND US WAIVE ANY RIGHT TO A TRIAL BY JURY FOR A DISPUTE RELATED TO
THESE TERMS OR YOUR USE OF THE SITE. TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND US AGREE THAT NEITHER
PARTY SHALL BRING ANY LAWSUIT, ACTION, PROCEEDING OR CLAIM OF ANY NATURE
PERTAINING TO THESE TERMS OR YOUR USE OF THE SITE AGAINST THE OTHER PARTY AS A
PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE
13. 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: (a) use of the Site; (b) a breach by you of these Terms;
(c) any breach of your representations and warranties set forth in these Terms;
(d) your violation of the rights of a third party, including but not limited to
intellectual property rights; or (e) any overt harmful act toward any other
user of 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
14. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL M-CULTIVO, ITS
PARENTS, SUBSIDIARIES, AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, AGENTS, REPRESENTATIVES, SUCCESSORS
OR ASSIGNS (COLLECTIVELY THE “COMPANY PARTIES”) BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND,
INCLUDING BUT NOT LIMITED TO DAMAGES: (A) RESULTING FROM YOUR ACCESS TO, USE
OF, OR INABILITY TO ACCESS OR USE THE SITE; (C) FOR ANY LOST PROFITS, DATA
LOSS, OR COST OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; OR (C) FOR ANY
CONDUCT OF CONTENT OF ANY THIRD PARTY EVEN IF A COMPANY PARTY HAS BEEN ADVISED
AS TO THE FORESEEABILITY OF THE SAME. IN NO EVENT SHALL THE COMPANY’S PARTIES’
LIABILITY FOR DIRECT DAMAGES BE IN EXCESS OF (IN THE AGGREGATE) TWO HUNDRED AND
FIFTY U.S. DOLLARS ($250).
15. Disclaimer Of Warranties. We do
not guarantee, represent or warrant that your use of the Site, the Marketplace
or the Auction Platform will be uninterrupted, timely, secure or
error-free. You expressly agree that
your use of, or inability to use, the Site is at your sole risk. THE SITE IS
PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES,
EITHER EXPRESS OR IMPLIED. WE DISCLAIM
ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, THOSE OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.
16. Use of Personal Data. “Personal Data” will be requested from
you as part of your use of the Site.
Typically, this Personal Data will include your name, email address,
telephone, and internet protocol address, but it could include items such as
gender, ethnicity, other biographical or demographic information, and metadata,
such as location, time and device information.
Personal Data will be handled and processed in accordance with our
Data to contact you with respect to the Site and Site-related inquiries,
surveys, customer care, technical support and/or to provide you with marketing
materials or information of interest from the Company or third parties.
Use of Anonymized Data. For purposes of these
Terms, “Anonymized Data” means your Personal Data once your name, mailing
address (other than zip code), email address, telephone number and internet
protocol address have been removed. You
grant the Company without charge or other compensation, the perpetual,
irrevocable, non-exclusive right, with or without your knowledge, throughout
the universe, in any medium now known or hereinafter created, to use the
Anonymized Data, in connection with the development, marketing, promotion and
sale of our products and services, including, but not limited to, the
improvement of the Site. Moreover, we
have the unrestricted right to license or sell the Anonymized Data to third
parties for any purpose.
Contacting You. By using the Site, you expressly authorize
the Company Parties and service providers (collectively, the "Messaging
Parties") to contact you using automated telephone dialing systems,
artificial or prerecorded voice messaging, text messaging, and automated email
systems in order to provide any and all relevant information as well as to
market products and services to you. You
authorize the Messaging Parties to make such contacts using any telephone
numbers (including wireless, landline, mobile, VOIP numbers and hereinafter
developed technology and regardless of whether such number is on the Do Not
Call Registry) or email addresses you supply to us.
These Terms are the
entire agreement between you and M-Cultivo with respect to the Site. They
supersede all other communications and proposals, whether oral, written, or
electronic, between you and M-Cultivo with respect to the Site and govern our
future relationship. If there is any conflict between the provisions of any
other contracts on the Site and these Terms, the provisions set forth in these
Terms shall govern. For the avoidance of
doubt, in the event of a conflict between the provisions of these Terms and the
provisions of any other agreement between a Buyer and a Seller, the provision
of these Terms shall control. 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 will not be deemed a waiver of any other rights. These Terms are personal to you. You cannot
assign them, transfer them, or sublicense them. M-Cultivo has the right to
assign, transfer, or delegate any of its rights and obligations under these
Terms without your consent.
- Additional Terms for the Auction Platform.
a. The Auction Platform provides a mechanism for
Sellers to sell and Buyers to buy Products.
Although we are facilitating the Auction Transaction process, we are not
a party to the contract for sale and purchase entered into between Buyer and
Seller. We are not in control of the information made available by
Sellers. We do not provide any quality
control or quality assurance services.
We do not and cannot make any representations, warranties or guarantees
in connection with the Seller or the Products.
We are not an agent or representative of the Seller. Any individual Auction Transaction may be
terminated or discontinued at any time.
b. The current Auction Transaction process, which
is subject to change, typically works as follows: (i) each potential Buyer signs
in to the Auction Platform; (ii) the potential Buyer requests access to a
specific Auction Transaction and accepts the rules of that specific Auction
Transaction (rules may vary for different Auction Transactions); (iii) the
Seller has final approval of which potential Buyers may access the Auction
Transaction; and (iv) at the conclusion of the Auction Transaction, each
successful Buyer receives an email with payment instructions.
c. Most, albeit not all, of the Auction
Transactions that take place will be “Timed Auctions”. That is, they will start and end at specified
times. Timed Auction bids are placed over
a defined time period (“Bidding Period”).
Buyers can view the highest current bid. The highest bid, being the
greatest bid that meets or is in excess of a reserve bid, if any, at the end of
the Bidding Period will be the “successful” bid.
d. To bid, a Buyer must have a registered Account with
us. We reserve the right to ban a Buyer
from any specific Auction Transaction or from the Auction Platform in general
if, in our sole discretion, your conduct poses a risk to our integrity or
reputation or we have reason to believe you do not possess the financial or
logistical wherewithal to complete an Auction Transaction.
e. In addition to these Terms, a Seller may have
separate transaction terms that apply to a specific Auction Transaction. Each Buyer agrees that in bidding during an
Auction Transaction, Buyer accepts the specific terms and conditions of that
Seller and any other terms which may be implied by law, whether or not these
have been brought to Buyer’s attention.
By making a bid or commitment to buy Products, Buyer is committing to
buy the item from the Seller if Buyer’s bid is the highest. In such
circumstances, Buyer and Seller are entering into a legally binding contract
and Buyer is obligated to purchase the Products. Buyer shall look solely to the Seller to
resolve all questions and disputes regarding Products that are purchased.
Last Updated: August 1, 2023.