Terms of Service

1. Acceptance of Terms

By accessing or using Produce Connect ("we," "us," or "the Platform"), you agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree, do not use the Platform. Your use of the Platform constitutes a binding agreement to these Terms.

2. Marketplace Role

Produce Connect is an online marketplace that connects produce buyers and vendors. We facilitate listings and conversations but are not a party to any transaction between users. All deals, pricing, payment terms, and logistics are negotiated directly between buyers and vendors. We do not take possession of, inspect, verify, or guarantee any produce, and we do not process payments for produce transactions.

3. Eligibility

You must be at least 18 years old and legally able to form a binding contract to use Produce Connect. If you are registering on behalf of a business, you represent that you have the authority to bind that business to these Terms. You may not use the Platform if you have been previously suspended or removed from Produce Connect.

4. User Responsibilities & Acceptable Use

You are responsible for the accuracy of your listings, profile, and communications. You agree not to:

• Post false, misleading, or fraudulent information;
• Offer counterfeit, misrepresented, recalled, or prohibited produce, or any goods that violate applicable law;
• Circumvent the Platform to avoid fees or to transact off-platform in a way that harms other users;
• Harass, threaten, or defame other users;
• Scrape, copy, or reverse-engineer the Platform or its data;
• Use another user's identity or contact information without consent; or
• Violate any applicable local, state, national, or international law.

You are solely responsible for your conduct and any content you post.

5. Listings

You are responsible for ensuring your listings are accurate, lawful, and not misleading, including pricing, quantity, grade, origin, availability, and loading location. Produce Connect may remove or hide any listing that violates these Terms or applicable law, without notice. We do not verify the accuracy of listings and are not responsible for the quality, safety, or legality of any produce.

6. Subscription & Billing

Access to Produce Connect requires a paid subscription. Plans are billed at $100.00 per month (monthly plan) or $1,000.00 per year (annual plan) through our payment processor, Stripe. By subscribing, you authorize us and Stripe to charge the selected amount on a recurring basis.

Auto-renewal. Your subscription renews automatically at the end of each billing cycle until you cancel. Monthly plans are charged each month; annual plans are charged once per year.

Cancellation. You may cancel your subscription at any time from your Stripe customer portal or by contacting support. Cancellation stops future renewals; you retain access through the end of your current billing period.

Refunds. Subscription fees are non-refundable, except where required by law. For annual plans, we may, at our sole discretion, issue a pro-rated refund for cancellations made within the first 14 days of a billing cycle. No refunds are provided for monthly plans or for partial billing periods after the 14-day window.

Price changes. We may change subscription fees with at least 30 days' notice. Any price change takes effect at your next renewal after the notice period.

Payments are governed by Stripe's terms and your payment issuer's terms.

7. Transactions & Reputation

Any transaction you enter into with another user is solely between you and that user. Produce Connect does not guarantee the fulfillment, quality, payment, or outcome of any transaction and is not liable for losses arising from user-to-user deals. Reputation and rating scores reflect feedback reported by other participants and are provided for informational purposes only.

Rating guidelines. Ratings must be truthful and based on your genuine experience. You may not submit retaliatory, false, or defamatory ratings. If you believe a rating about you is false or defamatory, you may request review by contacting support; we may remove ratings that violate these Terms at our discretion.

8. Limitation of Liability & Warranty Disclaimer

The Platform is provided "as is" and "as available," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Platform will be uninterrupted, error-free, or secure.

To the maximum extent permitted by law, Produce Connect, its officers, directors, employees, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, data, or business, arising out of or related to your use of the Platform or any transaction conducted through it, even if advised of the possibility of such damages. Our aggregate liability for any claim is limited to the amount you paid us in the 12 months preceding the claim.

9. Indemnification

You agree to indemnify and hold harmless Produce Connect, its officers, directors, employees, and affiliates from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising out of your use of the Platform, your listings or communications, your violation of these Terms, or your violation of any law or the rights of another party.

10. Account Suspension & Termination

We may suspend, restrict, or terminate your account and access to the Platform at any time, with or without notice, if we believe you have violated these Terms, applicable law, or to protect the safety or integrity of the Platform or other users. We may also terminate or suspend accounts for non-payment of subscription fees.

Where practical and lawful, we will provide notice and an opportunity to respond before terminating an account for a non-urgent violation. Upon termination, your right to use the Platform ends immediately. Sections that by their nature should survive termination (including limitation of liability, indemnification, and governing law) will remain in effect.

11. Intellectual Property & DMCA

The Platform, its design, branding, and software are owned by Produce Connect and protected by intellectual property laws. You retain ownership of the listings and content you post and grant us a license to host and display that content on the Platform.

To report copyright infringement under the Digital Millennium Copyright Act (DMCA), contact our designated copyright agent at support with the subject line "DMCA Notice," including the infringing material's location and your contact information.

12. Messaging Consent

By providing your phone number, email, or WhatsApp number, you consent to receive transactional and account-related messages from Produce Connect and from other users once identities are revealed, including via email, SMS, and WhatsApp. Message and data rates may apply. You may opt out of non-essential messages by contacting support or using the unsubscribe link in emails. You may not opt out of messages necessary to operate your account or transactions.

13. Tax Responsibility

You are solely responsible for determining and paying any taxes, including sales tax, use tax, and income tax, arising from your transactions on the Platform. Produce Connect is not a party to your transactions and does not collect, remit, or report transaction taxes on your behalf. You should consult a tax advisor regarding your obligations.

14. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of [Governing State], United States, without regard to its conflict-of-laws principles. You and Produce Connect agree to the exclusive jurisdiction of the state and federal courts located in [Governing County], [Governing State], for any dispute not subject to arbitration.

Dispute resolution. Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, the dispute shall be resolved by binding arbitration administered in [Governing State] under the Federal Arbitration Act, except that either party may bring claims in small claims court. This arbitration provision does not prevent either party from seeking injunctive relief in court to protect intellectual property or confidential information.

Class action waiver. Any arbitration or court proceeding will be brought solely on an individual basis; no class actions or consolidated proceedings are permitted.

15. General Provisions

Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force.

Changes to Terms. We may update these Terms from time to time. We will notify users of material changes; continued use after the effective date constitutes acceptance.

Entire agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and Produce Connect regarding the Platform.

Assignment. You may not assign these Terms without our consent; we may assign them freely. Any assignment in violation of this section is void.

Contact. Questions about these Terms can be directed to Produce Connect support.