Terms & Conditions


Terms of Use

Last Revised: August 8, 2019

 

Produce Live LLC (“Produce Live”) operates a listing platform that connects buyers and sellers of produce through its website, [www.producelivellc.com], (the “Site”) and the Produce Live mobile application (the “App”). Your use of the Site and App are governed by this Terms of Use agreement (“Agreement”), and by using the Site or App you accept the Agreement’s terms. If you do not agree with this Agreement’s terms, do not use the Site or Application.

 

Neither the Site nor App is targeted towards, nor intended for use by, anyone under the age of thirteen (13). If you are under the age thirteen (13) you may not use the Site or App.

 

  1. The Services

 

Creating Posts. The Site and App allow you to create posts offering to buy or sell produce (“Posts”).* In order to publish a Post (that is, in order to make a Post visible to other users of the Site and App), you must (a) provide your contact information and details about the product you would like to buy or sell; and (b) pay the Posting Fee (as further described in Section V below). Please take care in reviewing the accuracy of your Post prior to publishing it; once your Post is published, it may not be edited and the Posting Fee may not be refunded. It is solely your responsibility to delete any Post that you created that contains an error.

 

Posts are displayed to users chronologically, with the most recently published Posts appearing first, and pursuant to any other filters (e.g. location) a particular user selects.

 

If you indicate that your Post involves “packaged” goods, your post will automatically expire (that is, your Post will automatically cease being visible to other users) three-hundred sixty (360) hours after you publish the Post. If you indicate that your Post involves “immediate” goods, your post will automatically expire three-hundred sixty (360) hours after you publish the Post. In order to re-publish an expired Post, you must pay another Posting Fee. The time frames described in this Section I may be amended from time to time without notice.

 

Viewing Posts. On the App and Site, you may also view the Posts of others. If you wish to buy or sell the product described in another user’s Post, you may use features on the Site or App to send an inquiry to such user.

 

Transactions with other Users. If you and another user decide to enter into a transaction, all elements of the transaction (including any exchange of payment) must occur outside of the Site or App; neither the Site nor the App is designed to enable you to exchange payment with another user or to otherwise facilitate transactions (beyond making Posts visible), and you should not attempt to use the Site or App for such purposes. Produce Live has no role, as an agent, broker or otherwise, in negotiating any element of any transaction between you and any other person or entity. 

 

  1. Use of Site and App

 

Permitted Use; User Requirements. You may use the Site and App pursuant to the terms of this Agreement and for the sole purpose of accessing the services described in Section I above (“Permitted Use”). When using the Site or App it is solely your responsibility to, and you will:

 

  1. comply with all applicable state, local, federal and international laws and regulations applicable to your use of the Site or App, including but not limited to laws and regulations governing brokers or other agents, advertising, or product labeling;

 

  1. asses the reputably of any individual or entity that posts on the Site and App, using your own judgement in determining whether to enter a transaction with such individual or entity;

 

  1. review communications received through the Site or App consistently and promptly;

 

  1. ensure Posts you create contain accurate and current information, including but not limited to information regarding the price and quantity of goods you wish to buy or sell;

 

  1. hold confidential your account password and other log-in details and promptly notify Produce Live if you become aware that a third party has access to such details;

 

  1. promptly notify Produce Live if you become aware of any error, defect or other problem relating to any feature of the Site or App; and

 

  1. ensure that any logo, image or other materials you make visible on the Site or App do not infringe upon the copyright, trademark or other intellectual property rights of any third-party.

 

Specific Limits on Use. Without limiting the foregoing, you specifically agree not to use the Site or App in a manner that:

 

  1. harasses, threatens, or otherwise violates the rights of any other party;

 

  1. is fraudulent or deceptive;

 

  1. makes improper use of the Content (as defined below);

 

  1. uses technology or other means to access Produce Live’s network or other users’ accounts;

 

  1. introduces viruses or other programs that interrupt, destroy, or limit the functionality of the Site or App;

 

  1. involves uploading or transferring information to the Site or App that (i) is obscene, libelous, blasphemous, defamatory, inciting hatred, terrorism or any similar offense, (ii) is unlawful or misleading, (iii) infringes upon any third party’s intellectual property rights, privacy rights or other similar legal rights, or (iv) is determined by Produce Live, in its sole discretion, to be unsuitable; or

 

  1. otherwise violates this Agreement or applicable law.

 

  1. Copyright, Trademarks


 

Marks. All trademarks, service marks, graphics, and logos used in connection with the Site or App are trade names, trademarks or registered trademarks of either Produce Live (“Produce Live Marks”) or other owners (“Third Party Marks”).


 

Content. The Site and the App, including all Produce Live Marks, Third Party Marks, designs, text, graphics, pictures, information, data, software, sound files, other files thereon, as well as the selection and arrangement thereof, (“Content”) are the property of Produce Live or its licensors. The Content is protected by United States’ intellectual property laws, and it may not be copied or used, in whole or in part, without the prior written permission of Produce Live or the applicable trademark holder.


 

Your Rights. If you believe any material available via the Site or App infringes a copyright, trademark other intellectual property right that you own or control, contact Produce Live using the contact information below. Produce Live will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Site and App.

 

  1. License

 

Grant of License. Produce Live grants you a personal, non-exclusive, non-transferable, limited, and revocable license to use the Site and App for the Permitted Use and in accordance with this Agreement (“License”). All rights not expressly granted by Produce Live are reserved, and nothing in this Agreement will be construed as transferring or assigning in any manner (whether by implication, estoppel or otherwise) any title or ownership of, or exclusive use-rights to, any intellectual property or other right of Produce Live. You are specifically prohibited from reproducing, redistributing, selling, creating derivative works from, decompiling, reverse engineering, or disassembling the Site, the App or the Content.

 

Termination of License. Produce Live reserves the right, in its sole discretion, to terminate your License, delete your user account and Posts, or block your future access to the Site or App (or take any combination of the foregoing actions) if: (a) it reasonably believes you have violated this Agreement; (b) you do not access your user account for a period of 180 consecutive months; (c) you fail to pay any Posting Fee or other amount due to Produce Live; (d) Produce Live receives one or more complaints related to your use of the Site or App; or (e) for any other lawful business reason in Produce Live’s discretion.

 

  1. Posting Fees

 

To make a Post visible to other Site or App users, you must pay Produce Live a fee based on the quantity of items you intend to buy or sell (“Posting Fee”). The Posting Fee is not a commission or in any way related to whether you find a willing buyer or seller for any product you describe in a Post. Rather, the Posting Fee is charged for the privilege of publishing a Post on the Site and App. As such, the Positing Fee is nonrefundable.

 

The precise amount of the Posting Fee is set forth in the Produce Live fee schedule, as such schedule may be amended from time to time without notice. To obtain a copy of the current fee schedule, contact Produce Live using the contact information below.

 

  1. Disclaimers; Liability Limits

 

No Representations or Warranties. Produce Live will make reasonable efforts to ensure that access to the Site and App is available at all times, subject to planned and emergency downtime. However, the App and Site are provided to you strictly on an “AS-IS” basis. All representations and warranties, whether express or implied, statutorily or otherwise (including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights) are hereby disclaimed to the maximum extent permitted by applicable law. Without limiting the foregoing, Produce Live explicitly disclaims any representation or warranty:

 

  1. concerning the accuracy of any Post or other content submitted by any user, including any pricing or quantity information contained in any Post;

 

  1. concerning any user’s ability to complete a purchase or sale described in a Post;

 

  1. that a user will sell or buy goods at the price and as otherwise described in the user’s Post;

 

  1. that you will find a willing buyer or seller through use of the App or Site;

 

  1. that product you purchase from an App or Site user will conform to any applicable health, safety or quality laws or standards;

 

  1. that product you purchase from an App or Site user will conform to any sizing or other specifications you may have;

 

  1. that the App or Site will be uninterrupted or error-free; or

 

  1. that Produce Live will continue to support any particular feature of the App or Site.

 

Limited Liability. YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE APP OR SITE SHALL BE LIMITED IN THE AGGREGATE TO THE POSTING FEES PAID BY YOU TO PRODUCE LIVE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

 

IN NO EVENT SHALL PRODUCE LIVE BE LIABLE FOR: ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR GOODWILL OR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES BY YOU) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;  ANY DELAY OR FAILURE TO PROVIDE THE APP OR SITE THAT IS DUE TO THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, INTERNET SERVICE PROVIDERS, DATA CENTERS, SERVER HOSTING COMPANIES AND TELECOMMUNICATIONS COMPANIES; OR CREDIT CARD FRAUD COMMITTED AGAINST YOU BY ANY THIRD PARTY PROVIDER OF CREDIT CARD SERVICES.

Indemnification. YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS PRODUCE LIVE AND ITS MEMBERS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL THIRD PARTY ACTIONS THAT: (A) ARISE FROM YOUR USE OF THE SITE OR APP; (B) ASSERT A VIOLATION BY YOU OF ANY TERM OF THIS AGREEMENT OR ANY STATE, LOCAL, FEDERAL OR INTERNATIONAL LAW OR REGULATION; OR (C) ASSERT THAT ANY INFORMATION OR CONTENT THAT YOU UPLOAD, TRANSFER, OR STORE USING THE APP OR SITE VIOLATES ANY LAW OR INFRINGES UPON ANY THIRD PARTY RIGHT, INCLUDING ANY INTELLECTUAL PROPERTY OR PRIVACY RIGHT. PRODUCE LIVE RESERVES the right to assume the exclusive defense and control of any matter subject to indemnification, in which event you will cooperate in asserting any available defenses.

  1. Submission of Feedback


 

You may provide suggestions, enhancement requests, recommendations and other feedback to improve the Site or App (“Feedback”). Produce Live may, but has no obligation to, incorporate your Feedback into the Site or App. You hereby disclaim any ownership in any Feedback you provide to Produce Live, and you hereby (and agree to in the future) assign all right, title, and interest in and to any Feedback provided to Produce Live.


 

  1. Third Party Content; Providers


 

Third Party Content. Produce Live may provide third party content on the Site or App (such as advertising), and it may provide links to third-party content (such as other applications or websites) (collectively, “Third-Party Content”). Produce Live does not control, endorse or adopt any Third-Party Content, is not responsible or liable in any manner for any Third-Party Content, and undertakes no responsibility to update or review Third-Party Content. You access and use Third-Party Content at your own risk. You should review the policies, including privacy and data gathering policies, of any site or application to which you navigate to from the Site or App.


 

Third Party Providers. Produce Live uses certain third-parties such as Amazon Web Services(AWS), Sendgrid, Stripe, and Google (“Third-Party Providers”) to facilitate payment and credit card processing, to collect GPS and other information, and to distribute email communications (as further described in the Produce Live Privacy Statement). You may be redirected to the websites or applications of such Third-Party Providers to create user accounts that work in conjunction with Produce Live. You must comply with any flow down terms and conditions provided by any such Third-Party Provider, including but not limited to, any end-user license agreements, privacy statements or other agreements entered into with such Third-Party Providers. You hereby agree to release and hold harmless Produce Live from any damages or claims arising from your relationship with any Third-Party Provider.


 

  1. Term and Termination

The term of this Agreement shall commence on the date you first access or use the Site or App and shall continue until terminated by Produce Live. Upon termination of this Agreement: (a) the License and any other rights and licenses granted to you herein shall terminate; (b) you shall cease all use of the Site and App; and (c) Produce Live may in its own discretion remove and/or purge your Posts and other data from the system. The following provisions will survive the termination of this Agreement: “Third Party Content; Providers; “Submission of Feedback”; “Disclaimers; Liability Limits”; “Modifications to the Agreement, Site or App”; “Governing Law; Disputes”; “Interpretation; Severability; Waiver; Remedies.” Further, your obligation to not reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Site, App or the Content, or to take any measures to interfere with or damage the Site, App or the Content, will survive the termination of this Agreement.

 

  1. Modifications to the Agreement, Site or App

 

Modifications to Agreement. This Agreement governs your use of the Site and App, including any updated or modified version of the Site or App, unless a separate Terms of Use agreement accompanies such updated or modified version, in which case the separate Terms of Use agreement will apply. Produce Live may modify this Agreement at any time and at its sole discretion by posting a revised Agreement in the App and on the Site. Your continued use of the App or Site following any such modification will constitute acceptance of the modification.

 

Modification or Termination of Site or App. Produce Live reserves the right to modify or discontinue, temporarily or permanently, the Site or App (or both) or any features or portions thereof without prior notice. Produce Live will not be liable for any modification, suspension or discontinuance of the Site, App or any part thereof.

 

  1. Governing Law; Disputes

This Agreement and your use of the Site and App is governed by the laws of the state of Oregon, United States of America, without regard to Oregon’s conflict of laws rules.

Any action arising out of or relating to this Agreement will be subject to mandatory arbitration. Any dispute will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Eugene, Oregon. The AAA rules will govern payment of all arbitration fees. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, and trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Eugene, Oregon to resolve your claim. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.

 

  1. Interpretation; Severability; Waiver; Remedies

Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by Produce Live in exercising any right hereunder will waive any further exercise of that right. Produce Live’s rights and remedies hereunder are cumulative and not exclusive.


 

  1. Questions or Complaints

 

Please direct any question or complaints related to this Agreement to:

 

Mailing: Produce Live, LLC

12042 SE Sunnyside Rd. #288

Clackamas, OR 97015

Phone: 1-888-438-1833

Email: Customerservice@producelivellc.com