Effective Date: October 11, 2020. Most Recent Update: October 11, 2020.
Our mission is to empower produce buyers and growers to trade with greater access and
efficiency for a healthier fresh produce industry. As a qualified and curated network,
ProduceIQ reserves the right, in its sole discretion, to approve and/or remove participants
from the Marketplace. ProduceIQ is continually seeking feedback for how we can better our
fresh produce industry together.
online service related to or linked to www.ProduceIQ.com (“Site”) and all features, widgets,
plug-ins, applications, content, downloads and other services made available through or in
connection with a Site, and/or that post or link to these Terms (collectively, the
“Platform”), regardless of how you access or use them. The Platform is owned and operated by
ProduceIQ Inc. and its subsidiaries and affiliate entities (collectively, “ProduceIQ,” “we,”
“our,” or “us”).
These Terms are an agreement between you (i.e., a business, entity, or natural person who
provides produce products for sale (“Supplier”), a customer (“Customer”), or a service
provider or vendor (“Vendor”) (collectively with the Supplier and Customer, “you” or “your”)
and ProduceIQ, and sets forth your rights and obligations with respect to the use of the
Platform. We operate the Platform, which includes our Marketplace, Index, and our tools,
including, without limitation, the interfaces and application protocol interfaces (“APIs”)
provided to access the Platform, and any associated services, results or reports provided to
you in any way.
You agree that, by accessing or using the Platform, you are agreeing to be legally bound by
these Terms and recognize that you may be waiving certain rights. If you do not agree to
these Terms, you may not use the Platform.
Capitalized terms have the meanings given to them where defined in these Terms. Each time you
access and/or use the Platform, you agree to be bound by and comply with these Terms and any
Additional Terms (defined below). Without the conditions that are set forth in these Terms,
such as your grants and waivers of rights, the limitations on our liability, and your
indemnity of us, we would not make the Platform available to you.
To the extent ProduceIQ, Supplier, and Customer have entered a Supplier Marketing Agreement
and/or a Produce Purchase Agreement, that agreement shall supersede and control the
relationship between the Parties with respect to any conflicting language herein.
Table of Contents:
- General Terms
or sale setting forth additional or different terms and/or conditions will apply to
your use of the Platform or to a service or product offered via the Platform (in
each such instance, and collectively, “Additional Terms”).
Platform Registration, User Information, Privacy.
- Platform Registration. In order to access or use some of the features
on the Platform, you must first either register through our online
registration process at www.ProduceIQ.com. If you register for a
Platform account, then you will select your own password at the time of
registration. You agree that: (a) You will not use a username that is
already being used by someone else, may impersonate another person,
belongs to another person, violates the intellectual property or other
right of any person or entity, or is offensive; we may reject the use of
any password, username, or e-mail address for any other reason in our
sole discretion; (b) You will provide true, accurate, current, and
complete information about yourself and your service(s) and product(s)
in connection with the registration process and your use of the Platform
and will maintain and update it, including on your Profile Page (defined
below), continuously and promptly to keep it accurate, current, and
complete; (c) You are solely responsible for all activities that occur
under your account, password, and username – whether or not you
authorized the activity; (d) You are solely responsible for maintaining
the confidentiality of your password and for restricting access to your
Device so that others may not access any password protected portion of
the Platform using your name, username, e-mail address, or password; (e)
You will immediately notify us of any unauthorized use of your account,
password, or username, or any other breach of security; and (f) You will
not sell, transfer, or assign your account or any account rights.
- User Information. You acknowledge and agree that you are solely
responsible for the accuracy and content of all information you provide,
and you agree to keep it up to date. We reserve the right to terminate
your account or suspend or otherwise deny you access to it or its
benefits, all in our sole discretion, for any reason, and without
advance notice or liability. We will not be liable for any loss or
damage to you or any third party arising from your inability or failure
for any reason to comply with these Terms.
- Data & Privacy. In the course of using the Platform, you may provide
certain personal information to us and we may otherwise collect
information about you or as a result of your use of the Platform.
ProduceIQ’s policies for collection, use, and disclosure of such
and aggregated data created based on or using User-Generated Content or
personal information is owned exclusively by ProduceIQ. You acknowledge
and understand that ProduceIQ may, subject to applicable law and without
compensation to you, use ProduceIQ-owned data in any manner for its
Platform Content, Ownership, Limited License, and Rights of Others.
- Platform Content. The Platform contains a variety of: (a) materials
relating to ProduceIQ and its products and services, and similar items
from our licensors and other third parties, including all layout,
information, articles, posts, text, data, files, images, scripts,
designs, graphics, button icons, instructions, illustrations,
photographs, audio clips, music, sounds, pictures, videos, advertising
copy, URLs, technology, software, interactive features, the “look and
feel” of the Platform, and the compilation, assembly, and arrangement of
the materials of the Platform and any and all copyrightable material;
(b) trademarks, logos, trade names, trade dress, service marks, and
trade identities of various parties, including those of ProduceIQ
(collectively, “Trademarks”); and (c) other forms of intellectual
property (collectively, “Content”).
- Ownership. The Platform, including all Content, are owned by ProduceIQ
and, as applicable, our licensors and certain other third parties. All
right, title, and interest in and to the Content is the property of
ProduceIQ or our licensors or certain other third parties, and is
protected by U.S. and international copyright, trademark, trade dress,
patent and/or other intellectual property and unfair competition rights
and laws to the fullest extent possible.
- Limited License. Subject to your strict compliance with these Terms and
the Additional Terms, ProduceIQ grants you a limited, non-exclusive,
revocable, non-assignable, non-sublicensable personal, and
non-transferable license to download, display, view, use, play, and/or
print the visible Content on a personal computer, mobile phone or other
wireless device, or other Internet enabled device (each, a “Device”) for
your personal, non-commercial use only and, in any event, in accordance
with all related documentation or restrictions posted on the Platform or
otherwise provided by ProduceIQ.
- Rights of Others. In using the Platform, you must respect the
intellectual property and other rights of ProduceIQ and others. Your
unauthorized use of Content may violate copyright, trademark, privacy,
publicity, communications, and other laws, and any such use may result
in your personal liability, including potential criminal liability.
Licensing Right; User-Generated Content.
- Licensing Right. In order to use the Platform, you hereby grant to
ProduceIQ and you agree to grant to ProduceIQ, and represent and warrant
that you have the right to grant to ProduceIQ, a worldwide, irrevocable,
perpetual, royalty-free, fully paid-up, cost-free, non-exclusive,
limited right and license to use, reproduce, and display, as applicable,
the names, logos, marks, nicknames, slogans, artwork, trademarks, trade
names, service marks that at any time were or are owned, applied to be
registered, registered, controlled, or cleared for use by or on behalf
of, or licensed by, you in connection with the Platform (collectively,
the “User Marks”) and any User-Generated Content provided by you, such
as, without limitation, any photographs and audiovisual content
featuring your company and/or your products with your User Marks, in
connection with the Platform and ProduceIQ’s provision of the Platform
and related products and services (including, without limitation,
ProduceIQ’s disclosure, sale, license, and/or other distribution to
third parties of data and information concerning the Platform or its
use, such as data reflecting product sales transacted on the Platform).
- User-Generated Content. ProduceIQ may now or in the future offer users
of the Platform the opportunity to create, build, post, upload, display,
publish, distribute, transmit, broadcast, or otherwise make available on
or submit or provide through the Platform (collectively, “provide”)
messages, text, illustrations, files, images, graphics, photos,
comments, responses, videos, information, content, ratings, reviews,
data, questions, suggestions, or other information or materials and the
ideas contained therein (collectively, but excluding Content included
therein, “User-Generated Content”). Subject to the rights and license
you grant in these Terms, you retain whatever legally cognizable right,
title, and interest that you have in User-Generated Content and you
remain ultimately responsible for all User-Generated Content you
Non-Confidentiality of Your User-Generated Content.
or any Additional Terms, you agree that ProduceIQ does not assume
any obligation of any kind to you or any third party with respect to
User-Generated Content. Upon ProduceIQ’s request, you will furnish
us with any documentation necessary to substantiate the rights to
such content and to verify your compliance with these Terms or any
Additional Terms. You provide all User-Generated Content at your own
License to ProduceIQ of User-Generated Content.
You hereby grant to ProduceIQ, and you agree to grant to ProduceIQ, a
non-exclusive, unrestricted, unconditional, unlimited, worldwide,
irrevocable, perpetual, royalty-free, fully paid-up, and cost-free
right and license to use, copy, record, distribute, reproduce,
disclose, sell, re-sell, sublicense (through multiple levels),
display, publicly perform, transmit, publish, broadcast, translate,
make derivative works of, and otherwise use and exploit in any
manner whatsoever, all or any portion of User-Generated Content you
provide (and derivative works thereof), for any purpose whatsoever
in all formats, on or through any means or medium now known or
hereafter developed, and with any technology or devices now known or
hereafter developed, and to advertise, market, and promote the same.
Without limitation, the granted rights include the right to: (a)
configure, host, index, cache, archive, store, digitize, compress,
optimize, modify, reformat, edit, adapt, publish in searchable
format, and remove such User-Generated Content and combine same with
other materials, and (b) use any ideas, concepts, know-how, or
techniques contained in any User-Generated Content for any purposes
whatsoever, including developing, producing, marketing, and selling
products and/or services. You understand that in exercising such
rights metadata, notices and content may be removed or altered,
including copyright management information, and you consent thereto
and represent and warrant you have all necessary authority to do so.
You understand that you will not receive any fees, sums,
consideration, or remuneration for any of the rights granted in this
- Exclusive Right to Manage Our Platform. ProduceIQ may, but will not have
any obligation to, review, monitor, display, post, store, maintain,
accept, or otherwise make use of, any User-Generated Content you
provide, and ProduceIQ may, in its sole discretion, reject, delete,
move, re-format, remove or refuse to post or otherwise make use of
User-Generated Content without notice or any liability to you or any
third party in connection with our operation of User-Generated Content
venues in an appropriate manner. Without limitation, we may do so to
address content that comes to our attention that we believe is
offensive, obscene, lewd, lascivious, filthy, violent, harassing,
threatening, abusive, illegal or otherwise objectionable or
inappropriate, or to enforce the rights of third parties or these Terms
or any applicable Additional Terms, including, without limitation, the
content restrictions set forth below in the Rules. Such User-Generated
Content provided by you or others need not be maintained on the Platform
by us for any period of time and you will not have the right, once
provided, to access, archive, maintain, or otherwise use such
User-Generated Content on the Platform or elsewhere.
- Enforcement. ProduceIQ has no obligation to monitor or enforce your
intellectual property rights to User-Generated Content you provide, but
you grant us the right to protect and enforce our rights to
User-Generated Content, including by bringing and controlling actions in
your name and on your behalf, at ProduceIQ’s cost and expense, to which
you hereby consent and irrevocably appoint ProduceIQ as your
attorney-in-fact, with the power of substitution and delegation, which
appointment is coupled with an interest.
- ProduceIQ does not assume any liability for user-generated content,
including, but not limited to, incompleteness, inaccuracies, or
infringing materials, and, as between you and ProduceIQ, you hereby
assume all risk of harm or injury resulting from any use or reliance by
any person or entity on such user-generated content.
Representations and Warranties Regarding User-Generated Content and Products.
- Each time you provide any User-Generated Content, you represent and
warrant that (a) you are at least the age of majority in the
jurisdiction in which you reside, (b) you are the sole author and owner
of the intellectual property and other rights to the User-Generated
Content, or you have a lawful right to provide the User-Generated
Content and grant ProduceIQ the rights to it that you are granting by
these Terms and any Additional Terms, all without any ProduceIQ
obligation to obtain consent of any third party and without creating any
obligation or liability of ProduceIQ; (c) the User-Generated Content is
accurate; (d) the User-Generated Content does not and, as to ProduceIQ’s
permitted uses and exploitation set forth in these Terms, will not
infringe any intellectual property or other right of any third party;
and (e) the User-Generated Content will not violate these Terms
(including the Rules) or any Additional Terms, or cause injury or harm
to any person.
If you post a product and/or company information, you represent and
(a) User-Generated Content you provide about such product(s) and
company information is truthful and not misleading, deceptive or
inaccurate in any way, including in relation to the availability,
nature, terms or conditions or any other matter relating to the
product being offered, and is kept up to date by you; (b) You use
commercially reasonable efforts to respond to additional Customer
product inquiries; (c) List prices for Products on the Platform are
and will be accurate; (d) You will delist Products for sale on the
Platform and communicate the following details to ProduceIQ if any
Products for sale on the Platform have been recalled: brand and
product name, recall reason, and any other relevant details; (e) You
agree to comply with the Platform’s claims policy; (e) Your product
has been produced, manufactured, packaged and supplied strictly in
accordance with the relevant consumer protection and product safety
regulations and good manufacturing practices and that it complies,
and you comply, with all applicable laws and codes of conduct; (f)
User-Generated Content you provide does not contain links to any
external website other than specified in the website field in the
applicable sign-up page, unless we have given our prior written
consent; (g) User-Generated Content you provide is posted within the
appropriate commodity and product attributes. If we consider that
you have posted product incorrectly, we may re-classify and re-post
that post as we consider appropriate; and (h) Your product(s) has
been produced, designed, manufactured, packaged, and supplied in a
way that does not infringe any intellectual property rights of any
Marketplace Community Rules.
ProduceIQ’s Platform is comprised of qualified participants that require
approval to either create Listings or bid on Listings. The goal is to create
a curated network that becomes a beneficial ecosystem to its users. As a
user of the Platform, these Marketplace Community Rules (“Rules”) are here
to help you understand the conduct that is expected of members of the
Platform’s online community (“Community”).
Nature of Rules. Your participation in the Community is subject to all
the Terms, including these Rules:
- User-Generated Content. All User-Generated Content you provide
either must be original with you or you must have all necessary
rights in it from third parties in order to permit you to comply
with these Terms and any Additional Terms.
- Photos: No pictures, videos, or images of anyone; only photos of
your own products.
- Act Appropriately. All of your Platform activities must be venue
appropriate and respectful, as determined by us.
- Be Original. Don’t copy the Platform or use the Platform, or any
element thereof, to create (or allow third parties to create)
any software product capable of emulating or competing with the
Platform (or facilitating the emulation of or competition with
the Platform), or use any of the Platform’s components, files,
modules, audio-visual content, or related licensed materials
separately from the Platform.
- Do Not Use for Inappropriate Purposes. User-Generated Content
must not promote any infringing, illegal, or other similarly
- Be Honest and Do Not Misrepresent. Do not provide User-Generated
Content that you believe may be false, fraudulent, deceptive,
inaccurate, or misleading, or that misrepresents your products
or identity or affiliation with a person or company.
- Public. User-Generated Content that you provide on the Platform
may be accessible and viewable by the general public, including
- Don’t Share Other Peoples’ Information. User-Generated Content
must not reveal another person’s address, phone number, e-mail
address, social security number, credit card number, medical
information, financial information, or any other information
that may be used to identify, track, contact, or impersonate
that individual, unless, and in the form and by the method,
specifically requested by ProduceIQ.
- Don’t Damage the Platform or Anyone’s Devices. User-Generated
Content must not provide or include viruses, Trojan horses,
spyware, or any other technologies or malicious code that could
impact the operation of the Platform or any computer or other
- Competitor. Use of the Platform by a competitor of ProduceIQ is strictly
- Your Interactions With Other Users; Disputes. You are solely responsible
for your interaction with and agreements with other users of the
Platform, whether online or offline. We are not responsible or liable
for the conduct or content of any user, including but not limited to
those you may invite to your ProduceIQ account, nor are we responsible
for monitoring compliance with or enforcing any agreements entered into
among Platform users. We reserve the right, but have no obligation, to
monitor or become involved in disputes between you and other users,
including any Customers or Suppliers. Exercise common sense and your
best judgment in your interactions with others and in all of your other
- Compliance with Laws. You will perform your obligations and exercise
your rights under these Terms in compliance with all applicable laws and
- Alerting Us of Violations. If you discover any content that violates
these Terms, then you may report it to us by sending an email to
- ProduceIQ cannot and does not assure that other users are or will be
complying with the foregoing rules or any other provisions of these
terms, and, as between you and ProduceIQ, you hereby assume all risk of
harm or injury resulting from any such lack of compliance.
Platform Use Restrictions.
- Platform Use Restrictions. You agree that you will not, nor will you
permit any person to: (a) use any meta tags or any other “hidden text”;
(b) engage in any activities through or in connection with the Platform
that seek to attempt to or do harm any individuals or entities or are
unlawful, or are otherwise objectionable to ProduceIQ; (c) reverse
engineer, decompile, disassemble, reverse assemble, or modify any
Platform source or object code or any software or other products,
services, or processes accessible through any portion of the Platform;
(d) engage in any activity that causes harm to the Platform, ProduceIQ,
or other users of the Platform; (e) interfere with or circumvent any
security feature of the Platform; (f) harvest or otherwise collect or
store any information; (g) attempt to gain unauthorized access to the
Platform, other computer systems or networks connected to the Platform,
through password mining or any other means; or (h) otherwise violate
these Terms or any Additional Terms.
- Content Use Restrictions. You agree that, in using the Platform: (a) you
will not monitor, gather, copy, or distribute the Content (except as may
be a result of standard search engine activity or use of a standard
browser) on the Platform by using any robot, rover, “bot”, spider,
scraper, crawler, spyware, engine, device, software, extraction tool, or
any other automatic device, utility, or manual process of any kind; (b)
you will not frame or utilize framing techniques to enclose any such
Content (including any images, text, or page layout); (c) you will keep
intact all Trademark, copyright, and other intellectual property notices
contained in such Content; (d) you will not use such Content in a manner
that suggests an unauthorized association; (e) you will not make any
modifications to such Content; (f) you will not copy, modify, reproduce,
archive, sell, lease, rent, exchange, create derivative works from,
publish by hard copy or electronic means, publicly perform, display,
disseminate, distribute, broadcast, retransmit, circulate or transfer to
any third party or on any third-party application or website, or
otherwise use or exploit such Content in any way for any purpose except
as specifically permitted by these Terms or any Additional Terms without
the prior written consent of an officer of ProduceIQ or, in the case of
Content from a licensor, the owner of the Content; and (g) you will not
insert any code or product to manipulate such Content in any way that
adversely affects any user experience.
- Availability of Platform and Content. ProduceIQ may immediately modify,
suspend or terminate the availability of the Platform and Content (and
any elements and features of them), in whole or in part, for any reason,
in ProduceIQ’s sole discretion, and without advance notice or liability.
- Reservation of Rights. All rights not expressly granted to you are
reserved by ProduceIQ and its licensors and other third parties
Procedure For Alleging Copyright Infringement.
DMCA Notice. ProduceIQ will respond appropriately to notices of alleged
copyright infringement that comply with the U.S. Digital Millennium
Copyright Act (“DMCA”). If you own a copyright in a work (or represent
such a copyright owner) and believe that your (or such owner’s)
copyright in that work has been infringed by an improper posting or
distribution of it via the Platform, then you may send us a written
ProduceIQ may only respond to DMCA Notices that it receives by mail
and e-mail at the addresses below: By Mail: PO Box 3092, Tequesta,
FL 33469, By E-Mail: info@ProduceIQ.com
- Counter-Notification. If access on the Platform to a work that you
provided to ProduceIQ is disabled or the work is removed as a result of
a DMCA Notice, and if you believe that the disabled access or removal is
the result of mistake or misidentification, then you may send us a DMCA
Counter-Notification to the addresses above.
Procedure For Alleging Infringement of Other Intellectual Property Rights.
If you own intellectual property other than copyrights and believe that your
intellectual property has been infringed by an improper posting or
distribution of it via the Platform, then you may send us written notices to
the addresses set forth above.
Accuracy of Product Specifications and Pricing.
We do not warrant that product specifications, pricing, or other content on
the Platform is complete, accurate, reliable, current, or error-free.
Companies that list products for sale on the Platform are responsible for
the accuracy of their listings, and shall indemnify ProduceIQ against any
and all losses, claims, costs and other liabilities whatsoever and howsoever
caused and whether or not foreseeable or incurred by ProduceIQ as a result
of or in connection with any errors.
Links to the Platform.
We grant you a limited, non-exclusive, revocable, non-assignable,
non-sublicensable, personal, and non-transferable license to create
hyperlinks to the Platform, so long as: (a) the links only incorporate text,
and do not use any Trademarks, (b) the links and the content on your website
do not suggest any affiliation with ProduceIQ or cause any other confusion,
and (c) the links and the content on your website do not portray ProduceIQ
or its products or services in a false, misleading, derogatory, or otherwise
offensive matter, and do not contain content that is unlawful, offensive,
obscene, lewd, lascivious, filthy, violent, threatening, harassing, or
abusive, or that violate any right of any third party or are otherwise
objectionable to ProduceIQ. ProduceIQ reserves the right to suspend or
prohibit linking to the Platform for any reason, in its sole discretion,
without advance notice or any liability of any kind.
Third-Party Sites and Dealings.
- Third-Party Sites. The Platform may contain third party plug-ins and/or
applications, and/or links to third-party websites that are not owned,
controlled or operated by ProduceIQ, and the Platform may also include
links to third-party ads, to or from third-party websites (collectively,
“Third-Party Sites”), including websites operated by Customers,
licensors, licensees, and certain other third parties who may have
business relationships with ProduceIQ. ProduceIQ has no control over the
content, operations, policies, terms, or other elements of Third-Party
Sites, and ProduceIQ does not assume any obligation to review any
Third-Party Sites. ProduceIQ will under no circumstances be liable for
any direct, indirect, incidental or special loss or other damage,
whether arising from negligence, breach of contract, defamation,
infringement of copyright or other intellectual property rights, caused
by the exhibition, distribution or exploitation of any information or
content contained within any Third-Party Sites.
- Dealings between Suppliers and Customers. Except as governed by the
Suppliers Marketing Agreement and the Produce Purchase Agreement, any
interactions, correspondence, transactions, and other dealings that you
have with any other Platform users and other third parties found on or
through the Platform are solely between you and the third party.
ProduceIQ disclaims all liability in connection therewith.
- Wireless Features. The Platform may offer certain features and services that are
available to you via your wireless Device. These features and services may
include the ability to access the Platform’s features and upload content to the
Platform, receive messages from the Platform, and download applications to your
wireless Device (collectively, “Wireless Features”). Standard messaging, data,
and other fees may be charged by your carrier to participate in Wireless
Features. Fees and charges may appear on your wireless bill or be deducted from
your pre-paid balance. You agree that as to the Wireless Features for which you
are registered for, we may send communications to your wireless Device regarding
us or other parties and we may collect information related to your use of the
We respect privacy and personal data protection and value our relationship with you.
By using our Platform, you hereby agree with and consent to the collection and
Your personal information may be collected, processed and stored by ProduceIQ or its
service providers in the United States and other countries where such servers and
providers reside. You hereby agree with and consent to the transfer of your personal
information to the United States and other countries where we and our service
You may have a legal right to withdraw your consent to ProduceIQ’s collection and
processing of your information, or to the transfer of your personal information
across borders. To request to withdraw your consent, please contact us as set forth
privacy, information, or other practices of any third parties, including any third
party operating any site or web property that is available through the Platform or
to which the Platform contains a link. The availability of, or inclusion of a link
to, any such site or property on the Platform does not imply endorsement of it by us
or by our affiliates.
Collection of Information.
Information You Provide to Us.
We may collect any and all information you provide to us. For
- Personal information may include, but not be limited to, your
name, email address, postal address, phone number, business
name, business address, and any other information you choose to
provide. To be eligible for listing on our Platform as a
supplier or buyer, you will be required to provide information
relating to your company, food safety, and products.
- Shipping address and related information.
- Payment and financial information.
- If you choose to create, build, post, upload, display, publish,
distribute, transmit, broadcast, or otherwise make available on
or submit or provide through our platform (collectively,
“provide”) any messages, avatars, text, illustrations, files,
images, graphics, photos, comments, responses, videos,
information, content, ratings, reviews, data, questions,
suggestions, or other information or materials, we will collect
all such user-generated content, you are responsible for any and
all such user-generated content. User-generated content that you
provide is transmitted at your own risk. You understand that,
even after removal, user-generated content you have provided may
remain viewable to and may have been copied or stored by other
users of our platform.
- ProduceIQ may also retain any information you provide to send
you information about ProduceIQ products and services that may
be of interest to you. We may use one or more service providers
to administer these messages.
- We may combine the personal and other information you submit or
provide through this Platform with other information we have
collected from you, whether online or offline.
Other Information We Collect When You Use the Platform.
When you access or use our Platform, we passively collect a variety
of types of information, including:
- Platform Activity: How the Platform and its accounts are used,
for example, the features users choose to use, user search
parameters, data reflecting the purchase and sale of products
using the Platform, and other product, transactional, and
- Log Information: We may log information about your use of the
Platform, including the type of browser you use, access times,
pages viewed, your IP address and the page you visited before
navigating to our Platform.
- Device Information: We may collect information about the Device
you use to access our Platform, including the hardware model,
operating system and version, unique device identifiers and
mobile network information.
- Location Information: We may access more geographic location
information to enhance the user experience and increase the
usefulness of the Platform. This includes both geographical
location information that you input (e.g., enter a shipping
address) and geographical location information collected by
device-based location services (including GPS data). Company may
also use the Google Maps API(s), which is also subject to
- Information Collected by Cookies and Other Tracking
Technologies: We use various technologies to collect
information, and this may include sending cookies to your
computer or mobile device. Cookies are small data files stored
on your hard drive or in device memory that help us to improve
our Platform and your experience, see which areas and features
of our Platform are popular and count visits. We may also
collect information using web beacons (also known as “tracking
pixels”). Web beacons are electronic images that may be used in
our Platform or emails and help deliver cookies, count visits
and understand usage and determine whether an email has been
opened and acted upon.
- How We Respond to Do-Not-Track Signals: Your selection of the
“Do Not Track” option provided by your browser may not have any
effect on our collection of cookie information, including for
analytic and internal purposes. The only way to completely opt
out of the collection of any information through cookies or
other tracking technology is to actively manage the settings on
your browser or Device to delete and disable cookies and other
tracking and recording tools. Please note, depending on your
type of Device or browser, it may not be possible to delete or
disable all tracking mechanisms on your Device.
- Information We Collect From Other Sources. We may also obtain
information from other sources and combine that with information we
collect through our Platform. For example, we may collect information
about you from third parties, including but not limited to identity
verification services and credit bureaus such as Blue Book Services.
Use of Information. We may use information about you for various purposes,
- Provide, maintain and improve our Platform;
- Provide and deliver, or facilitate the provision or delivery of, the
products and services you request or order, process transactions and
send you related information, including confirmations and invoices;
- Communicate with you about products and services;
- Respond to your inquiries;
- Send you important information regarding our relationship with you or
regarding the Platform, changes to our terms, conditions, and policies
and/or other administrative information;
- Further our business purposes, such as marketing new products and
services, data analysis, audits, developing new products or services,
operating or enhancing our Platform, improving our products and
services, identifying Platform usage trends, providing products and
services, maintaining customer relationships, improving the quality,
safety, and security of our products and services, administering your
account(s), troubleshooting, supporting electronic signature,
customizing and improving communication content, evaluating product
performance, providing customer support and product support, and
determining the effectiveness of our Platform;
- We may aggregate and anonymize personal information and user-generated
content, as well as other collected information, and use that aggregate
data in any manner for our business purposes, in each case to the extent
permitted by applicable law. Such purposes include, without limitation,
to understand and analyze Platform usage patterns and the needs of
Suppliers and Customers, to improve and enrich our products and
services, the monetization of such aggregate data, and to license, sell,
and otherwise distribute aggregate data to third parties. We may provide
aggregate information to our affiliates and to Suppliers, Customers,
Vendors, and other third parties for these purposes; and
- Carry out any other purpose for which the information was collected,
subject to applicable law.
Sharing of Information. We may share information about you as follows:
- With vendors, consultants and other service providers who need access to
such information to carry out work on our behalf, including but not
limited to service providers who provide services such as website
hosting and moderating, mobile application hosting, data analysis,
infrastructure provision, IT services, e-mail services, marketing
services, auditing services, and other services, in order to enable them
to provide services;
- With other users of the Platform as you may request, solely as necessary
to provide such Platform. For example, to facilitate products orders or,
as a Supplier or Customer on our online marketplace, we may share
business and personal contact information;
- With our affiliated entities for the purpose of direct marketing of
related services that we reasonably believe may be of interest to you,
subject to applicable law;
- In connection with, or during negotiations of, any merger, sale of
company assets, financing or acquisition of all or a portion of our
business to another company; and
- With your consent or at your direction, including if we notify you
through our Platform that the information you provide will be shared in
a particular manner or with a particular party.
In addition, we use and disclose personal information collected through the
Platform as we believe to be necessary or appropriate: (a) as permitted by
applicable law, including laws outside your country of residence; (b) to
comply with any legal process; (c) to respond to requests from public and
government authorities, including public and government authorities outside
your country of residence; (d) to enforce our Terms; (e) to protect our
operations or those of any of our affiliates; (f) to protect our rights,
privacy, safety, or property, and/or those of our affiliates, you, or
others; and (g) to allow us to pursue available remedies or limit the
damages that we may sustain. With your consent, we may use and share your
personal information and other collected information in ways not
information that is not in personally identifiable form (such as anonymized,
aggregated, masked or de-identified information) for any purpose, including
to understand platform users’ needs and usage patterns, to determine what
kinds of products and services we can provide, and to improve and enrich our
products and services.
You may have the option of logging into and/or linking your online ProduceIQ
account by providing your log-in information for certain third-party
services. If you choose to use these single sign-on features, we may access,
handle, and store content and information that you have provided through or
that is tied to the applicable third-party service account. These features
may require us to implement cookies, plug-ins, and APIs provided by the
applicable third parties.
Analytics, Advertising, and Retargeting Services.
We may allow others to serve advertisements, on our behalf, across the
web beacons and other technologies to collect information about your use of
the Platform and other websites, including your IP address, web browser,
pages viewed, time spent on pages, links clicked and conversion information.
As further discussed below, this information may be used by ProduceIQ and
others to, among other things, analyze and track data, determine the
popularity of certain content, deliver advertising and content targeted to
your interests on our Platform and other websites and better understand your
The Platform uses third-party analytics tools, including Google Analytics, to
collect and process data about your use of the Platform, including when you
visit the Platform, URLs of the websites that you visit prior to visiting
the Platform and when you visit those websites, and IP addresses assigned to
the devices from where you access the Internet. Our analytics providers may
set and read cookies to collect this data and your web browser will
automatically send data collected by those cookies to our analytics
providers. Our analytics providers use this data to provide us with reports
that we will use to improve the Platform’ structure and content.
For more information on how Google Analytics uses this data, visit Google’s
partners' sites or apps. To prevent this data from being used by Google
Analytics, follow the instructions to download and install the Google
Analytics Opt-out Browser Add-on for each browser you use. Using the Google
Analytics Opt-out Browser Add-on will not prevent Company from using other
analytics tools and will not prevent data from being sent to the Platform
themselves or to Google.
We may enable and implement the following Google Analytics Advertising
Features: Remarketing with Analytics, Demographics and Interest reporting,
Campaign Manager integration, Display & Video 360 integration, Google
Display Network (GDN) Impression Reporting, and Segments. Remarketing with
Analytics uses Google Analytics cookies to serve advertisements to you
across the Internet based on your visits to the Platform. Demographics and
Interest reporting uses a third-party cookie to collect information about
Platform traffic by tracking users across websites and across time, which
generates a report for us to better understand users of our Platform.
Campaign Manager integration allow us to view, analyze, and create
remarketing lists using our Campaign Manager data in Google Analytics.
Display & Video 360 integration allows us to create remarketing lists in
Google Analytics and have those lists available in Display & Video 360.
Google Display Network (“GDN”) Impression Reporting allows us to measure the
impact of unclicked GDN Display ad impressions on website behavior and
conversions. Segments allows us to isolate and analyze subsets of Platform
users by sorting our Google Analytics data.
To opt out of remarketing advertising provided through Google, to customize
your ad preferences, or to limit Google’s collection or use this
information, visit Google’s Safety Center and Google’s Ad Settings and
follow Google’s personalized ad opt-out instructions. Opting out will not
affect your use of the Platform.
From time to time the Platform may use or participate in advertising networks
and related advertising services that are managed and provided by
third-party advertising servers, advertising agencies, technology vendors,
and research firms. These services collect information about your visits to
and interactions with the Platform and other websites and will use that
information to target advertisements for goods and services. The information
collected may be associated with your personal information. These targeted
advertisements may appear on the Platform or on other websites.
Advertising networks often gather data about consumers who view
advertisements to make inferences about a consumer’s interests and
preferences, which enables their computers to deliver advertisements
directly targeted to the consumer’s specific interests. This practice is
often referred to as “online behavioral advertising.” For example, a
third-party advertising network might collect the type of web browser you
use, the type of computer operating system you use, the domain name of a
website you visit, whether or not you visit specific pages of the Platform
and other websites, the location of your Internet service provider, the date
and time of a visit to a website, and other interactions between you and a
For more information about Internet-based ads and online behavioral
advertising, or to opt out of having your web browsing information used for
behavioral advertising purposes, please visit
www.aboutads.info/choices. Please remember that changing your settings with
individual web browsers or ad networks will not necessarily carry over to
other browsers or ad networks. As a result, depending on the opt-outs you
request, you may still see our ads or third-party ads from time to time.
ProduceIQ takes reasonable measures designed to help protect information
about you from loss, theft, misuse and unauthorized access, disclosure,
alteration and destruction. Please be aware, however, that no data
transmission over the Internet is fully secure and any information disclosed
online can potentially be collected and used by parties other than the
intended recipient. If you have reason to believe that your interaction with
us is no longer secure, please immediately notify us of the problem.
Access by Children. We do not knowingly collect information from individuals
under the age of 13. The Platform are not directed to individuals under the age
of 13 and we request that these individuals not provide any information through
- Account Information. You may update, correct or delete information about
you at any time by logging into your online account or emailing us at
info@ProduceIQ.com. If you wish to delete or deactivate your account,
please email us at info@ProduceIQ.com, but note that we may retain
certain information as required by law or for legitimate business
purposes. We may also retain cached or archived copies of information
about you or provided by you for a certain period of time.
- Cookies. Most web browsers are set to accept cookies by default. If you
prefer, you can usually choose to set your browser to remove or reject
browser cookies. Please note that if you choose to remove or reject
cookies, this could affect the availability and functionality of our
- Marketing and Promotional Communications. You may opt out of receiving
promotional emails from ProduceIQ by following the instructions in those
emails or by emailing info@ProduceIQ.com and requesting to be removed
from our mailing list. If you opt out, we may still send you
non-promotional communications, such as those about your account or our
ongoing business relations.
- Your California Privacy Rights. Under California Civil Code Section
1798.83, California residents have the right under certain circumstances
to receive, once per calendar year, information about third parties with
whom we have shared information about you or your family for the
marketing purposes of those third parties during the previous calendar
year, a description of the categories of personal information shared,
and a description of the nature of the business with whom it was shared.
Currently, ProduceIQ is exempt from these requirements. However, to make
such a request, please send an email to info@ProduceIQ.com. Please
include the phrase “California Privacy Request” in the subject line of
any email request. Please also identify the domain name of the website
you are inquiring about and include your name, email address, and
mailing address in any request. We will respond to you within a
reasonable time of your request.
International Users. ProduceIQ is based in the United States and focused on
business within the United States. By accessing or using the Platform or
otherwise providing information to us, you consent to the processing and
transfer of information in and to the U.S. and other countries. While this
and regulations of jurisdictions that are applicable to ProduceIQ (“Local Laws”)
event, ProduceIQ will comply with applicable Local Laws. Specific privacy
policies may be adopted to address the specific privacy requirements of
particular jurisdictions. Your personal information may be stored and processed
in any country where we have facilities or service providers. Irrespective of
which country your personal information is transferred, we would only share your
personal information under a ‘need to know’ basis. In these circumstances we
will, as required by applicable law, ensure that your privacy rights are
protected by organizational, technical, contractual and/or other lawful means.
Third-Party Websites. The Platform may link to, or be linked to, websites, or
services not maintained or controlled by ProduceIQ. ProduceIQ is not responsible
for the privacy policies or practices of any third parties or any third-party
third-party websites, applications, or services or to any personal or other
information that you may provide to third parties. You should read the privacy
policy for each website, application, and service that you visit or use.
Compliance. ProduceIQ will use a self-assessment approach to verify compliance
accurate, comprehensive for the information intended to be covered, prominently
displayed, implemented and accessible. If you believe that your personal
ProduceIQ encourages you to raise any concerns using the contact information
provided in this Terms. ProduceIQ will investigate and attempt to resolve any
complaints and disputes regarding use and disclosure of personal information.
Notices, Questions and Customer Platform.
You agree that: (i) we may give you notices of new, revised or changed terms
and other important matters by posting in a reasonable manner; and (ii) we
may contact you by mail or e-mail sent to the address provided by you. You
agree to promptly notify us if you change your e-mail or mailing address by
updating your account settings.
All legal notices to us must be sent to PO Box 3092, Tequesta, FL 33469. If
you have a question regarding using the Platform, you may contact ProduceIQ
customer support by sending an e-mail to info@ProduceIQ.com. You acknowledge
that the provision of customer support is at ProduceIQ’s sole discretion and
that we have no obligation to provide you with customer support of any kind.
We may provide you with customer support from time to time, at our sole
Dispute Resolutions (Produce trading disputes are governed by the Supplier
Marketing Agreement and Produce Purchase Agreement).
- Try To Resolve Disputes and Excluded Disputes. If any controversy,
allegation, or claim arises out of or relates to the Platform, the
Content, User-Generated Content, these Terms, or any Additional Terms,
whether heretofore or hereafter arising (collectively, “Dispute”), then
you and we agree to send a written notice to the other providing a
reasonable description of the Dispute, along with a proposed resolution
of it. In order to be valid, your notice to us must be sent to PO Box
3092, Tequesta, FL 33469 with a copy sent via email to
- For a period of ninety (90) days from the date of receipt of notice
from the other party, ProduceIQ and you will engage in a dialogue in
order to attempt to resolve the Dispute, though nothing will require
either you or ProduceIQ to resolve it.
- Governing Law; Venue; No Class Action; Jury Waiver. These Term as shall in all
respects be governed by the laws of the State of Florida without reference to
its principles of conflicts of laws that could result in application of other
law, regardless of your location, and, as applicable, the federal laws of the
United States. Both parties acknowledge and agree that the U.N. Convention on
Contracts for the International Sale of Goods shall not apply to the license of
the Platform hereunder. You acknowledge that ProduceIQ’s rights and your
obligations to ProduceIQ are of a unique and irreplaceable nature, the loss of
which shall irreparably harm ProduceIQ and which cannot be replaced by monetary
damages alone, such that ProduceIQ shall be entitled to injunctive or other
equitable relief (without the obligation of posting any bond or surety) in the
event of any breach or anticipatory breach by you. You irrevocably waive all
rights to seek injunctive or other equitable relief and agree to limit your
claims to claims for money damages (if any). To the extent an action at law is
permitted hereunder, you consent to the jurisdiction and venue of the courts
located in Palm Beach County, Florida. Disputes will be resolved only on an
individual basis and will not be consolidated with any other proceedings that
involve any claim or controversy of any other party, and not as a plaintiff or
class member in any purported class or representative proceeding. IN RECOGNITION
OF THE HIGHER COSTS AND DELAY WHICH MAY RESULT FROM A JURY TRIAL, THE PARTIES
HERETO WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE
OF ACTION EITHER ARISING HEREUNDER OR UNDER ANY OTHER INSTRUMENT, DOCUMENT, OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF
THEM WITH RESPECT HERETO OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED
OR DELIVERED IN CONNECTION HEREWITH, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND
EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY TRIAL WITHOUT A JURY AND THAT ANY PARTY
HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT
AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THE
RIGHT TO TRIAL BY JURY.
- Notices. Unless expressly stated otherwise herein, any notice, demand, request
or delivery required or permitted to be given by either party pursuant to the
terms of these Terms shall be in writing and shall be deemed given on the third
business day after deposit in the U.S. mail (certified or registered mail return
receipt requested, postage prepaid). Any notice shall be addressed as follows:
(i) if to ProduceIQ to PO Box 3092, Tequesta, FL 33469 (Attention: CEO) with a
copy via email to info@ProduceIQ.com; and (ii) if to you, at the address
provided by you to ProduceIQ.
- Limited Time To File Claims. If you or we want to assert a dispute against the
other, then you or we must commence it within two years after the dispute
arises, or it will be forever barred.
Disclaimer. The Platform, including all services and the products (including any
information about the products) made available or accessed through the Platform,
is provided on an “as is”, “as available” and “with all faults” basis. ProduceIQ
and its subsidiaries and affiliates and each of their respective employees,
directors, members, managers, shareholders, agents, vendors, licensors,
licensees, contractors, customers, successors, and assigns (collectively,
“ProduceIQ Parties”) hereby disclaim and make no representations, warranties,
endorsements, or promises, express or implied, including any warranty of
performance, merchantability or fitness or suitability for a particular purpose,
- the Platform (including the Content and the User-Generated Content);
- the functions, features, or any other elements on, or made accessible
through, the Platform;
- any products, services, or instructions offered or referenced at or
linked through the Platform;
- security associated with the transmission of User-Generated Content
transmitted to ProduceIQ or via the Platform;
- whether the Platform or the servers that make the Platform available are
free from any harmful components (including technologies that could
adversely impact your Device);
- whether the information (including any business or product information)
on the Platform is accurate, complete, correct, adequate, useful,
timely, or reliable;
- whether any defects to or errors on the Platform will be repaired or
- whether your access to the Platform will be uninterrupted;
- whether the Platform will be available at any particular time or
- whether your use of the Platform is lawful in any particular
- the volume, products or subject area of services accessible through the
Platform, nor do we guarantee that a subscription to our services will
result in any purchase order or commitment from a Customer nor in the
provision of products or a commitment by a Supplier.
ProduceIQ Parties hereby disclaim all warranties, express, implied, or
otherwise, including the warranties of merchantability, fitness for a
particular purpose, non-infringement or misappropriation of intellectual
property rights of third parties, title, custom, trade, quiet enjoyment,
system integration, and freedom from computer virus, as well as those
arising from a course of dealing or usage in trade. We do not warrant or
endorse any user-generated content. All user-generated content is solely the
responsibility of the person who provided that user-generated content. We
make no warranties or guarantees as to the quality of any products or
services mentioned on or made available via the platform. Additionally, you
acknowledge and agree that the platform and access thereto may be subject to
limitations, delays, and other problems inherent in the use of the internet,
wireless networks, telecommunications, and electronic communications.
ProduceIQ is not responsible for any delays, inaccuracies, delivery
failures, or other failures or damage resulting from those problems or any
other problems outside of ProduceIQ’s reasonable and direct control,
including without limitation telecommunications services, the internet,
wireless networks, and any third-party software.
Limitations of Liability.
Under no circumstances will any ProduceIQ Parties be responsible or liable
for any loss or damages of any kind, including personal injury or death or
for any direct, indirect, economic, exemplary, special, punitive,
incidental, or consequential losses or damages that are directly or
indirectly related to or that arise from:
- the Platform (including the Content and the User-Generated Content);
- your use of or inability to use the Platform, or the performance of the
- any action taken in connection with an investigation by ProduceIQ
Parties or law enforcement authorities regarding your access to or use
of the Platform;
- any action taken in connection with copyright or other intellectual
property owners or other rights owners;
- any errors or omissions in the Platform’s technical operation;
- any damage to any user’s computer, hardware, software, modem, or other
equipment or technology, including damage from any security breach or
from any virus, bugs, tampering, fraud, error, omission, interruption,
defect, delay in operation or transmission, computer line, or network
failure or any other technical or other malfunction, including losses or
damages in the form of lost profits, loss of goodwill, loss of data,
work stoppage, accuracy of results, or equipment failure or malfunction;
- any products or services mentioned on or made available via the
The foregoing limitations of liability will apply even if any of the
foregoing events or circumstances were foreseeable and even if ProduceIQ
Parties were advised of or should have known of the possibility of such
losses or damages, regardless of whether you bring an action based in
contract, negligence, strict liability, or tort (including whether caused,
in whole or in part, by negligence, acts of god, telecommunications failure,
or destruction of the Platform).
Without limiting the foregoing, in no event will ProduceIQ Parties’ total
liability to you, for all possible damages, losses, and causes of action in
connection with your access to and use of the platform and these terms,
exceed an amount equal to the amount you have paid ProduceIQ for the
services that underlie the claim(s).
- Waiver of Injunctive or Other Equitable Relief. If you claim that you have
incurred any loss, damages, or injuries in connection with your use of the
Platform, then the losses, damages, and injuries will not be irreparable or
sufficient to entitle you to an injunction or to other equitable relief of any
kind. This means that, in connection with your claim, you agree that you will
not seek, and that you will not be permitted to obtain, any court or other
action that may interfere with or prevent the development or exploitation of any
website, application, Content, User-Generated Content, product, service, or
intellectual property owned, licensed, used or controlled by ProduceIQ or a
licensor of ProduceIQ.
- Updates to Terms. These Terms, and any applicable Additional Terms, in the form
posted at the time of your use of the applicable services to which they apply,
shall govern such use. As our Platform evolves, the terms and conditions under
which we offer the platform may prospectively be modified and we may cease
offering the Platform under the Terms or Additional Terms for which they were
previously offered. Accordingly, each time you sign in to or otherwise use the
platform, you are entering into a new agreement with us on the then-applicable
terms and you agree that we may notify you of other or modified terms by posting
them on the Platform, and that your use of the Platform after such notice
constitutes your going-forward agreement to the other or modified terms with
respect to your use and transactions. Therefore, you should review the posted
Terms and any applicable Additional Terms each time you use the Platform.
Modified Terms will be effective to your use and transactions as of the time
that we post them, or such later date as may be specified in them or in other
notice to you. However, the Terms (and any applicable Additional Terms) that
applied when you previously used the Platform will continue to apply to such
prior use unless mutually agreed. In the event any notice to you of new, revised
or additional terms is determined by a tribunal to be insufficient, the prior
agreement shall continue until sufficient notice to establish a new agreement
occurs. You can reject any new, revised or Terms by discontinuing all use of the
Platform and related services.
- ProduceIQ’s Consent or Approval. No ProduceIQ consent or approval may be deemed
to have been granted by ProduceIQ without being in writing and signed by an
officer of ProduceIQ.
- Relationship of the Parties. ProduceIQ is an independent contractor. Other than
the relationship described in the Supplier’s Marketing Agreement, these Terms do
not create any agency, partnership, joint venture relationship, other form of
joint enterprise, employment, or fiduciary relationship between the parties,
their affiliates, or their respective employees, contractors, or agents.
- Indemnity. You agree to, and you hereby, defend, indemnify, and hold ProduceIQ
Parties harmless from and against any and all claims, damages, losses, costs,
investigations, liabilities, judgments, fines, penalties, settlements, interest,
and expenses (including attorneys’ fees) that directly or indirectly arise from
or are related to any claim, suit, action, demand, or proceeding made or brought
against any ProduceIQ Party, or on account of the investigation, defense, or
settlement thereof, arising out of or in connection with, whether occurring
heretofore or hereafter: (i) User-Generated Content you provide; (ii) your
access to and use of the Platform and your activities in connection with the
Platform; (iii) your breach or alleged breach of these Terms or any Additional
Terms; (iv) your violation or alleged violation of any laws, rules, regulations,
codes, statutes, ordinances, or orders of any governmental or quasi-governmental
authorities in connection with your access to or use of the Platform or your
activities in connection with the Platform; (v) information or material
transmitted through your Device, even if not provided by you, that infringes,
violates, or misappropriates any copyright, trademark, trade secret, trade
dress, patent, publicity, privacy, or other right of any person or entity; (vi)
any misrepresentation made by you, including any product specification
misrepresentation; (vii) ProduceIQ Parties’ use or disclosure of the information
that you provide (including User-Generated Content); (viii) your provisions or
sale of, or your order or purchase of, products through the Platform; and (ix)
your negligence, willful misconduct, or fraud (all of the foregoing, “Claims and
Losses”). You will fully cooperate as required by ProduceIQ Parties in the
defense of any Claim and Losses. Notwithstanding the foregoing, ProduceIQ
Parties retain the exclusive right to settle, compromise, and pay any and all
Claims and Losses. ProduceIQ Parties reserve the right to assume the exclusive
defense and control of any Claims and Losses. You will not settle any Claims and
Losses without, in each instance, the prior written consent of an officer of
- International Issues. ProduceIQ controls and operates the Platform from its
offices in the U.S.A., and ProduceIQ makes no representation that the Platform
is appropriate or available for use beyond the U.S.A. If you use the Platform
from other locations, you are doing so on your own initiative and are
responsible for compliance with applicable local laws regarding your online
conduct and acceptable content, if and to the extent local laws apply. The
Platform may describe products and services that are available only in the
U.S.A. and are not available worldwide. We reserve the right to limit the
availability of the Platform and/or the provision of any content, program,
product, service, or other feature described or available on the Platform to any
person, entity, geographic area, or jurisdiction, at any time and in our sole
discretion, and to limit the quantities of any content, program, product,
service, or other feature that we provide.
- Export Controls. Software related to or made available by the Platform may be
subject to export controls of the U.S.A. No software from the Platform may be
downloaded, exported, or re-exported. You are responsible for complying with all
trade regulations and laws both foreign and domestic.
- U.S. Government Restricted Rights. The Platform provided in connection with
these Terms has been developed entirely at private expense, as defined in FAR
section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015
(or any equivalent or subsequent agency regulation thereof), and is provided as
“commercial items,” “commercial computer site” and/or “commercial computer site
documentation.” Consistent with DFARS section 227.7202 and FAR section 12.212
and to the extent required under U.S. federal law, the minimum restricted rights
as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency
regulation thereof), any use, modification, reproduction, release, performance,
display, disclosure or distribution thereof by or for the U.S. Government shall
be governed solely by these Terms and shall be prohibited except to the extent
expressly permitted by these Terms.
- Connectivity. You are responsible for obtaining and maintaining all Devices and
other equipment and software, and all internet service provider, mobile service,
and other services needed for your access to and use of the Platform and you
will be responsible for all charges related to them.
- Severability; Interpretation. If any provision of these Terms, or any Additional
Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a
court or arbitrator of competent jurisdiction, then that provision will be
deemed severed from these Terms or the Additional Terms, and the invalidity of
the provision will not affect the validity or enforceability of the remainder of
these Terms or the Additional Terms, which will remain in full force and effect.
To the extent permitted by applicable law, you agree to waive, and you hereby
waive, any applicable statutory and common law that may permit a contract to be
construed against its drafter. Wherever the word “including” is used in these
Terms or any Additional Terms, the word will be deemed to mean “including,
without limitation.” The summaries of provisions and section headings are
provided for convenience only and shall not limit or affect the Terms or the
- Communications. When you communicate with us electronically, such as via e-mail
and text message, you consent to receive communications from us electronically.
Please note that we are not obligated to respond to inquiries that we receive.
You agree that all agreements, notices, disclosures, and other communications
that we provide to you electronically satisfy any legal requirement that such
communications be in writing.
- Assignment. ProduceIQ may assign its rights and obligations under these Terms
and any Additional Terms, in whole or in part, to any party at any time without
any notice. These Terms and any Additional Terms may not be assigned by you, and
you may not delegate your duties under them, without the prior written consent
of an officer of ProduceIQ.
- No Waiver. Except as expressly set forth in these Terms or any Additional Terms,
(i) no failure or delay by you or ProduceIQ in exercising any of rights, powers,
or remedies under will operate as a waiver of that or any other right, power, or
remedy, and (ii) no waiver of any term of these Terms or any Additional Terms
will be effective unless in writing and signed by the party against whom the
waiver or modification is sought to be enforced.
Should you have any questions about these Terms, please contact us at firstname.lastname@example.org.