ProduceMarkets.com User Terms

Effective as of 1st March 2019.

Welcome to the ProduceMarkets.com website an online global agricultural marketplace. Below are the ProduceMarkets.com terms and conditions of use ("User Terms"). The User Terms are important because they outline your legal responsibilities on ProduceMarkets.com, explain the rights you give to us when you use ProduceMarkets.com and describe the rules everyone needs to follow when using ProduceMarkets.com. Please read these User Terms, our Privacy Statement and any other terms, conditions, notices and disclaimers displayed on the website (including the Glossary) (together the ProduceMarkets.com Terms).

  1. BACKGROUND
    1. This is a contract between you, a User or Subscriber, and PML Trading Pty Ltd ("we", "us" or "our"), setting out the terms and conditions that govern your use of, and interaction with ProduceMarkets.com. By clicking "I Agree", or using and interacting with ProduceMarkets.com, you agree to the ProduceMarkets.com Terms.
    2. Any capitalised terms not defined in the User Terms have the meaning given to them in the Glossary.

  2. SCOPE OF ProduceMarkets.com SERVICE
    1. We offer Subscribers access to an online platform to promote their Produce to Users of ProduceMarkets.com. You acknowledge and agree that, due to the nature of the online platform, any material you submit on ProduceMarkets.com may automatically and without time delay be published on ProduceMarkets.com. We do not undertake to control, vet or moderate in any way content that is displayed on ProduceMarkets.com.
    2. At our absolute discretion, we may refuse to allow any person or entity to create an account and register as a Subscriber on ProduceMarkets.com. We may also at our absolute discretion cancel or suspend any existing account.

  3. REGISTRATION AND SECURITY
    1. Subscribers must create an account and a user name (Subscriber ID). As a Subscriber, you must specify within your account description whether you are an individual or represent a business entity and you must warrant that you are at least 18 years of age (if you are an individual).
    2. Your account is for your sole, personal use, you may not authorise others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. All registration information about you must be truthful, and you may not use any aliases or other means to mask your true identity. You are responsible for the security of your password and will be solely liable for any use or unauthorised use under such password.
    3. You must not (1) select or use the Subscriber ID of another person with the intent to impersonate that person, (2) use any Subscriber ID in which another person has rights without such person's authorisation, or (3) use any Subscriber ID that we, in our sole discretion deem offensive. Failure to comply with the foregoing rules may result in immediate termination of your account.
    4. If there is any known or suspected unauthorised use of your account, or any known or suspected breach of security, including loss, theft, or unauthorised disclosure of your password please notify us at admin@producemarkets.com

  4. PAYMENT OBLIGATIONS
    1. Subscription fees for Subscribers are payable monthly in advance and are non-cancelable and non-refundable. All other fees payable to third parties for other third party services provided on ProduceMarkets.com are payable as required and are as stated and non-refundable.
    2. Upon registering and creating an account as a Subscriber, you will be issued with 30 Credits which you may exchange for Ad space to promote your Products on ProduceMarkets.com. All Subscribers will be listed on the ProduceMarkets.com directory and given access to a private messaging service linked to the email address provided when registering with ProduceMarkets.com.
    3. Subscribers may purchase additional Credits and other Third Party Services from us from time to time. Credits can only be exchanged for Ad space on ProduceMarkets.com and have no currency or exchange value and will not be transferable or refundable.
    4. Subscribers acknowledge and agree that (1) subscription fees are charged in Australian dollars and are payable monthly in advance (Subscription Fee), (2) Credits are charged in Australian dollars and can be purchased at any time, (3) if you register as a Subscriber you acknowledge and agree that your nominated payment method will be automatically charged on a monthly basis for the Subscription Fee (each payment date, a "Renewal Date"); (4) Subscription Fees may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates), (5) each Renewal Date Subscribers are issued a further 30 Credits, and (6) we may charge your payment method to pay for other Third Party Services you may buy on ProduceMarkets.com.
    5. You agree that unless you change or remove your nominated payment method, we may store and update your payment method for use with all subscriptions and other purchases submitted through your Subscriber account.
    6. You may cancel your registration with ProduceMarkets.com at any time by clicking "unsubscribe" from the account section of the website or by notifying admin@producemarkets.com

  5. EXCLUSIONS
    1. Subscription Fees and Credits are not payable during any trial free period. We may offer trial free periods for up to three months at a time to Users who wish to access ProduceMarkets.com. These ProduceMarkets.com Terms continue to apply during any trial free period.
    2. We do not warrant or represent that anything you submit to ProduceMarkets.com will be sold, published, or will reach any particular audience size, or obtain any particular amount of views or hits. We make no warranty as to the truth or accuracy of any aspect of any information provided by Subscribers on ProduceMarkets.com, including, but not limited to, Ads, or the ability of Subscribers to supply Produce, or the ability of Users to pay for the Produce requested.
    3. ProduceMarkets.com is provided on an "as is" basis. To the extent permitted by law, we and our suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement to the extent permitted by law.
    4. We do not control or endorse the information contained in any Ads including any information about Products provided by Subscribers and we specifically disclaim any liability with regard to any information about Products provided by Subscribers in any Ad on ProduceMarkets.com and any actions resulting from your participation in any communications with Users on ProduceMarkets.com or any offer to purchase Produce made or received outside of ProduceMarkets.com.

  6. GENERAL OBLIGATIONS
    1. When accessing and using ProduceMarkets.com, you must only access and use ProduceMarkets.com as intended through the functionality of the online platform and you must always comply with the ProduceMarkets.com Terms and Laws. You must maintain control of your ProduceMarkets.com account and not deal with your ProduceMarkets.com account in any way, including by allowing others to use your ProduceMarkets.com account, or by transferring or selling your ProduceMarkets.com account or any of its contents to another person.
    2. You must not use ProduceMarkets.com for any illegal or immoral purpose and must not impersonate or falsely claim to represent a person or organisation. You agree that when using ProduceMarkets.com, you will not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (including rights of privacy) of other Users and will not publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

  7. SUBSCRIBER SPECIFIC OBLIGATIONS
    1. Each Subscriber warrants that they have all necessary rights, licences, permits, documentation, authorisations and, where necessary, accreditation and/or other standards to deal with Produce. This includes having the proper authorities in place as required by all Laws.
    2. If, in our reasonable opinion, you are in breach of this clause 7, you must, if directed, promptly comply with any direction we provide in relation to the relevant Produce, including any direction to delete, amend or update any Ads. Any Ad including supporting documentation that is uploaded in relation to Produce must provide an accurate representation of the Produce.
    3. Subscribers may set the price for Produce. Subscribers are solely responsible for maintaining and updating all information provided in their Ads. If any information submitted in respect of Produce or other information contained in an Ad changes, is incorrect or becomes out-of-date, it is your responsibility to update your Ads with those changes.

  8. PRODUCE AGREEMENTS AND TERMS OF TRADE (IF APPLICABLE)
    1. If applicable, Subscribers may facilitate the exchange and/or execution of a Produce Agreement or Terms of Trade outside of ProduceMarkets.com. Any Produce Agreements and Terms of Trade do not form part of the scope of ProduceMarkets.com, and ProduceMarkets.com does not endorse, vet, and is not in any way a party to, any Produce Agreement or any Terms of Trade.
    2. Subscribers must not upload any Produce Agreement or Terms of Trade onto ProduceMarkets.com. Subscribers represent and warrant that any Produce Agreements or Terms of Trade entered into (if relevant) complies with the Code and any applicable Laws.

  9. USER SPECIFIC OBLIGATIONS
    1. Users may make enquiries with Subscribers in relation to Produce via contact information contained in an Ad or via the private messaging function associated with each Subscriber.
    2. We make no undertakings as to the availability of any Produce advertised on ProduceMarkets.com. Making an offer to purchase Produce advertised on ProduceMarkets.com is not legally binding in any way and the parties must agree to the full terms of any sale and purchase outside of ProduceMarkets.com.
    3. All communications between Users must be made in accordance with these User Terms.

  10. ADVERTISMENTS
    1. By submitting an Ad, you (1) grant ProduceMarkets.com a non-exclusive, worldwide, royalty-free, perpetual, licence (Licences) to use, reproduce, edit and exploit your Ad in any form and for any purpose, (2) warrant that you have the right to grant the Licences and that your Ad does not breach the ProduceMarkets.com Terms, and (3) agree to unconditionally waive all moral rights (as defined by the Copyright Act 1968 (Cth)) which you may have in respect of your Ad.
    2. ProduceMarkets.com may review, modify, reformat, reject or remove any Ad which you upload, post, transmit or otherwise make available (or attempt to upload, post, transmit or otherwise make available) for any reason including that, in our opinion, violates the ProduceMarkets.com Terms or otherwise has the potential to harm, endanger or violate the rights of any person.
    3. ProduceMarkets.com is not responsible for, and accepts no liability with respect to, any Ad uploaded, posted, transmitted or otherwise made available on ProduceMarkets.com by any person other than us. For the avoidance of doubt, ProduceMarkets.com will not be taken to have uploaded, posted, transmitted or otherwise made Ads available on the platform simply by facilitating others to post, transmit or make Ads available.
    4. ProduceMarkets.com makes no warranty as to the truth, accuracy or completeness of any aspect of any Ad or information in respect of Produce supplied on ProduceMarkets.com. You must make your own enquiries and form your own decisions as to the truth, accuracy and completeness of any Ad or information in respect of the Produce displayed to you via ProduceMarkets.com. ProduceMarkets.com does not endorse any opinion, advice or statement made by any person other than us.
    5. All Ads automatically expire after a period of three months from the date of publication. Credits may be exchanged to renew your Ad or purchase new Ads.

  11. REPRESENTATIONS AND WARRANTIES
    1. You represent and warrant that any information in your Ad or information in respect of the Produce submitted on ProduceMarkets.com is accurate, complete, and up-to date and is not defamatory, libellous, threatening or harassing, or potentially or actually harmful to us or any other person, where harm includes, but is not limited to, economic loss that will or may be suffered by us.
    2. You represent and warrant that any Ad submitted on ProduceMarkets.com does not infringe the intellectual property rights of any person or entity and includes all necessary, valid releases (including without limitation moral rights waivers).
    3. You represent and warrant that any Ad submitted on ProduceMarkets.com is not obscene or contain any material that, in our sole and absolute discretion, is in any way inappropriate or unlawful, including, but not limited to obscene, inappropriate or unlawful images and does not contain any malicious code, data or set of instructions that intentionally or unintentionally causes harm or subverts the intended function of any platform, including, but not limited to viruses, trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, modify, delete, detrimentally interfere with, surreptitiously intercept, access without authority or expropriate any system, data or personal information.
    4. You represent and warrant that any Ad submitted on ProduceMarkets.com or information in respect of Produce is not the subject of any claim, demand, action or legal proceeding or any potential or pending claim, demand, action or legal proceeding.
    5. If we determine, at our sole discretion, that you have breached an obligation under this clause 11, we reserve the right to remove any Ad submitted and to exercise our rights to terminate your account or access to ProduceMarkets.com (as the case may be) in accordance with clause 23.

  12. INTELLECTUAL PROPERTY
    1. We own, or are licensed to use, all intellectual property rights in ProduceMarkets.com. Nothing in the ProduceMarkets.com Terms gives you any rights, title or interest in ProduceMarkets.com. You grant us an unrestricted, worldwide, royalty-free licence to us to use, reproduce, modify and adapt any content and information posted on ProduceMarkets.com for the purpose of publishing material on ProduceMarkets.com and as otherwise may be required to provide the ProduceMarkets.com Service, for the general promotion of the ProduceMarkets.com Service, and as permitted by the ProduceMarkets.com Terms.

  13. INFRINGEMENT
    1. If you have any complaints or objections to material or content including any Ad posted on ProduceMarkets.com you may contact us and notify us of the relevant content (Infringing Content) and submit a request for ProduceMarkets.com to take the alleged Infringing Content down (Takedown Request). You acknowledge that notwithstanding your Takedown Request, ProduceMarkets.com is under no obligation to remove any Ads other than where stated in the ProduceMarkets.com Terms or where required by law.
    2. If ProduceMarkets.com does remove allegedly Infringing Content, then you acknowledge that such removal is done on a without prejudice basis, and upon such removal, you agree to release ProduceMarkets.com from any action, claim, proceedings, damages or other obligation which you may make, institute or claim against ProduceMarkets.com in relation to the allegedly Infringing Content.
    3. You agree that ProduceMarkets.com has the right (but has no obligation) to publicly generate content on your behalf based on your activity on ProduceMarkets.com. This may include but is not limited to, for example, generating a post stating that you have recently followed another User on the platform or sharing Produce that has recently been uploaded by you.

  14. THIRD PARTY SERVICES AND SITES
    1. We may from time to time include Third Party Services on ProduceMarkets.com. These Third Party Services are not provided by ProduceMarkets.com.Third Party Services are offered to all Users pursuant to the third party's terms and conditions. Third Party Services may be promoted on ProduceMarkets.com as a convenience to our Users who may find the Third Party Services of interest or of use.
    2. If a User chooses to engage with any Third Party Service provider, ProduceMarkets.com is not a party to the agreement and the agreement will be directly between the User and that Third Party Service provider. We make no representation or warranty as to the Third Party Services. ProduceMarkets.com may contain links to other web sites (Linked Sites). We may provide these links to you as a convenience, and the inclusion of any link does not imply endorsement by ProduceMarkets.com of the Linked Site or any association with its operators.
    3. The Linked Sites are not under our control and we are not responsible for, and will not be liable in respect of the contents or operation of any Linked Site, including (without limitation) any link contained in a Linked Site, or any changes or updates to a Linked Site, any webcasting or any other form of transmission received from any Linked Site, any incorrect link to a Linked Site, or any of the goods, services or content available at the Linked Site.

  15. DISCLAIMER AND LIMITATION OF LIABILITY
    1. Other than as set out in this clause 15, and to the full extent permitted by Law, all guarantees and implied and express warranties in respect of any goods or services provided by ProduceMarkets.com are excluded. We do not give any express or implied warranties or make any representations in relation to ProduceMarkets.com, or any Produce advertised or offered for sale on ProduceMarkets.com, including that ProduceMarkets.com will be continuously available or virus or fault free, or regarding the quality, accuracy, currency, completeness, reliability, suitability, acceptability, title, merchantability or fitness for purpose of ProduceMarkets.com and all information and content available on ProduceMarkets.com (including in respect of any Ads, prices, Products or related graphics) and all links to and from ProduceMarkets.com.
    2. In particular, we provide the information set out on ProduceMarkets.com on the clear understanding and assumption that anyone who uses the information or who purchases Produce sold by a Subscriber or any other third party, after having read the Ad of that User makes their own enquiries as to the suitability of that information or Produce for any particular purpose or application.
    3. To the full extent permitted by Law, ProduceMarkets.com will only be liable to you pursuant to any guarantee, right or contractual term that arises, is created or is implied by operation of Law and cannot be excluded provided that, to the full extent permitted by Law, any such liability of ProduceMarkets.com is limited, at ProduceMarkets.com's option, to (1) replacing or repairing the relevant goods, (2) supplying goods equivalent to the relevant goods, (3) supplying the relevant services again, or (4) paying the cost of such replacement, repairs or supply or (5) subject to clause 15.5(2) if your claim arises from or in connection with any deliberate breach of the ProduceMarkets.com Terms or fraud by ProduceMarkets.com.
    4. To the full extent permitted by Law, ProduceMarkets.com will not be liable to you for (1) claims arising out of or in connection with these User Terms or the publication of your Ad whether arising in contract, tort (including negligence), indemnity, strict liability, breach of warranty or statute, and (2) for loss of use, production, profit, revenue, business, data, contract or anticipated savings or for delay or for any financing costs or increase in operating costs or any economic loss for any indirect or consequential loss or damage.

  16. INDEMNITY
    1. To the extent permitted by applicable law, you agree to indemnify and hold harmless, us, our directors, officers, employees, independent contractors and agents from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, legal fees and court costs (collectively, Losses), arising from or related to your use of ProduceMarkets.com (Indemnity).
    2. The Indemnity is including but not limited to any of the following (1) your breach of any certification, covenant, obligation, representation or warranty in the ProduceMarkets.com Terms, (2) your violation of any third party right, (3) Losses of any other User caused or contributed by you or arising (whether directly or indirectly) from your use of ProduceMarkets.com, (4) any claims that any material you submit or upload onto ProduceMarkets.com, violates or infringes any third party intellectual property or proprietary rights, or has caused damage to a third party, (5) our permitted use of any material (as modified, adapted or enhanced by you where applicable), related trade marks and logos, or images and other materials that you provide to us under the ProduceMarkets.com Terms and (6) any representation you make about Produce on ProduceMarkets.com in an Ad to any person or entity.

  17. PROMOTIONAL MATERIAL
    1. If you provide us with your email address or mobile telephone number (which we collect and hold in accordance with our Privacy Statement), you consent to receiving commercial electronic messages (as defined in the Spam Act 2003 (Cth)) from us, including information about special offers and information about goods and services.
    2. If you wish to opt-out of receiving commercial electronic messages, you can either unsubscribe using the unsubscribe link or facility contained in any commercial electronic message from us (if one is provided), or contact us to have your name removed from our distribution lists. If contacting us, you can either send mail requesting we remove you from our distribution list to the following address PO Box 291, St Leonards NSW 1590; or you can send an e-mail with the subject line "Unsubscribe" to unsubscribe@producemarkets.com.

  18. MODIFICATIONS TO ProduceMarkets.com TERMS
    1. We may modify the ProduceMarkets.com Terms from time to time. Your use of ProduceMarkets.com will be governed by the most recent ProduceMarkets.com Terms. Where reasonably possible, we will notify you of any changes to our ProduceMarkets.com Terms by including a notice on our home page. It is your responsibility to regularly check the website for updated versions of the ProduceMarkets.com Terms.
    2. When you actively agree to the User Terms (for example, by clicking a button saying "I accept") or use ProduceMarkets.com in any manner, the modified terms will be effective immediately. If you do not agree with any changes to the User Terms or Privacy Policy, you must notify us and we will terminate your account, and you must stop using or accessing ProduceMarkets.com. The terms of the ProduceMarkets.com Terms cannot be amended by you except in writing signed by you and us.

  19. NO AGENCY
    1. No agency, partnership, joint venture, employee-employer or other similar relationship is created by the ProduceMarkets.com Terms. In particular you have no authority to bind us, our related entities or affiliates in any way whatsoever. All Third Party Services that may be promoted on ProduceMarkets.com are provided solely by such Third Party Service providers.

  20. NOTICES
    1. Except as stated otherwise, any notices must be given by registered ordinary post or by email, either to our contact address as displayed on ProduceMarkets.com, or to the Users' contact address as provided at registration. Any notice shall be deemed given (1) if sent by email, 24 hours after email is sent, unless the User is notified that the email address is invalid, or the email is undeliverable and (2) if sent by pre-paid post, three Business Days after the date of posting, or on the seventh Business Day after the date of posting if sent to or posted from outside Australia.
    2. Notices related to performance of any Third Party Service must be delivered to such third party as set out in Third Party Service Provider terms and conditions.

  21. MEDIATION AND DISPUTE RESOLUTION
    1. ProduceMarkets.com will not get involved in any dispute between Users. We have no obligation to any User to assist or involve ourselves in any dispute between Users. We encourage all Users to try and resolve disputes (including claims for returns or refunds) with other Users directly. Accordingly, you acknowledge and agree that we may, in our absolute discretion, provide your information as is suitable to other parties involved in the dispute.
    2. We may offer you and other Users access to a Third Party Dispute Service. If Users in a dispute agree to use a Third Party Dispute Service, each User is responsible for paying any costs associated with the Third Party Dispute Service in accordance with the relevant Third Party Dispute Service terms and conditions.
    3. If we provide information of other ProduceMarkets.com Users to you for the purposes of resolving disputes under this clause, you acknowledge and agree that such information will be used only for the purpose of resolving the dispute (and no other purpose) and that you will indemnify us against any claims relating to any other use of information not permitted by this Agreement.

  22. TERMINATION
    1. Either you or we may terminate your account and these ProduceMarkets.com Terms at any time for any reason. If we determine, at our sole discretion, that you have breached any obligation under these ProduceMarkets.com Terms, we reserve the right to cancel or suspend your account.
    2. Sections 15 (Limitation of Liability), 16 (Indemnity), 21 (Mediation and Dispute Resolution), 22 (Termination) and 23 (General) and any other terms which by their nature should continue to apply, will survive termination or expiration of these ProduceMarkets.com Terms.
    3. If your account or these ProduceMarkets.com Terms are terminated for any reason, then you must not, without our consent (in our absolute discretion) create any further accounts with us and we may terminate any other accounts you operate.

  23. GENERAL
    1. These ProduceMarkets.com Terms are governed by the laws of New South Wales. All parties submit to the exclusive jurisdiction of the courts of New South Wales. Use of ProduceMarkets.com is unauthorised in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.
    2. The provisions of these User Terms are severable, and if any provision of these User Terms is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforceable. We may assign or novate these ProduceMarkets.com Terms to a third party without your consent. In the event of an assignment or novation, all Users will remain bound by these ProduceMarkets.com Terms.
    3. These ProduceMarkets.com Terms set out the entire understanding and agreement between all parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter. Any queries about ProduceMarkets.com or these ProduceMarkets.com Terms should be made to admin@producemarkets.com
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