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.
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
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.
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 provide.
Non-Confidentiality of Your User-Generated Content.
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 section.
- 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 warrant that:
(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 third party.
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 inappropriate activity.
- 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 Customers.
- 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 Device.
- Competitor. Use of the Platform by a competitor of ProduceIQ is strictly prohibited.
- 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 online activities.
- Compliance with Laws. You will perform your obligations and exercise your rights under these Terms in compliance with all applicable laws and regulations.
- 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 info@ProduceIQ.com.
- 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.
- Nature of Rules. Your participation in the Community is subject to all the Terms, including these Rules:
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 notice.
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.
- 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 notice.
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 Wireless Features.
- Platform Registration, User Information, Privacy.
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 providers operate.
Collection of Information.
Information You Provide to Us.
We may collect any and all information you provide to us. For example:
- 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 marketplace data.
- 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.
- 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.
- Information You Provide to Us.
Use of Information. We may use information about you for various purposes, including to:
- 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.
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.
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.
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 website.
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.networkadvertising.org/managing/opt_out.asp and 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 the Platform.
- 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 Platform.
- 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.
- Collection of 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 discretion
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 info@ProduceIQ.com.
- 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, as to:
- 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 corrected;
- whether your access to the Platform will be uninterrupted;
- whether the Platform will be available at any particular time or location;
- whether your use of the Platform is lawful in any particular jurisdiction; and
- 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 Platform;
- 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; and
- any products or services mentioned on or made available via the Platform.
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 ProduceIQ.
- 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 interpretation thereof.
- 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.
- Notices, Questions and Customer Platform.
Should you have any questions about these Terms, please contact us at firstname.lastname@example.org.