Legal

End User Agreement

This Agreement (“Agreement”) binds you (“End User” or “you”) and SPECIALTY CROPS EXCHANGE, LLC (“SPECCX”, “we” or “us”) in the governance and regulation of your use of the SPECCX Exchange, (including all related documentation, the “Exchange”).

SPECCX hereby grants you a limited, non-exclusive and nontransferable license to use the Exchange in accordance with the terms within this Agreement, hereafter referred to as “Terms of Use” or “terms of this Agreement”.

BY USING THE EXCHANGE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE EXCHANGE.

The following are the terms and conditions that govern your access to and use of www.SPECCX.net (the “Website”), including any content, functionality and services offered on or through the Website.

Definitions

Access Credentials means any user name, password, or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Exchange.

Authorized User means individuals authorized to use the Exchange pursuant to Section 3.1 and the other terms and conditions of this Agreement.

Documentation means any manuals, instructions or other documents or materials that SPECCX provides or makes available to Participant in any form or medium and which describe the functionality, components, features or requirements of the Exchange or SPECCX Materials.

Exchange Software means the SPECCX software application or applications and any third-party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that SPECCX provides remote access to and use of as part of the Exchange.

Harmful Code means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby, or (b) prevent Participant or any Authorized User from accessing or using the Exchange or SPECCX Systems as intended by this Agreement. Harmful Code does not include any SPECCX Disabling Device.

Intellectual Property Rights means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

Recall Event means any actual, alleged, threatened, voluntary, mandatory, requested, recommended, or ordered:

in each case arising out of or relating to any alleged or actual contamination, adulteration, misbranding, labeling error, packaging defect, manufacturing defect, food safety issue, regulatory noncompliance, failure to meet specifications, product defect, illness, injury, property damage, or risk thereof.

SPECCX Disabling Device means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by SPECCX or its designee to disable Participant’s or any Authorized User’s access to or use of the Exchange automatically with the passage of time or under the positive control of SPECCX or its designee.

SPECCX Materials means the Exchange software, documentation and SPECCX Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by SPECCX in connection with the Exchange or otherwise comprise or relate to the Exchange or SPECCX Systems. For the avoidance of doubt, SPECCX Materials include Resultant Data and any information, data or other content derived from SPECCX’s monitoring of Participant’s access to or use of the Exchange, but do not include Participant Data.

SPECCX Personnel means all individuals involved in the performance of Services as employees, agents or independent contractors of SPECCX.

SPECCX Systems means the information technology infrastructure used by or on behalf of SPECCX in providing the Exchange, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by SPECCX or through the use of third-party services.

Participant Data means, other than Resultant Data, information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Participant or an Authorized User, by or through the Exchange.

Participant Systems means Participant’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Participant or through the use of third-party services.

Personal Information means any information that, individually or in combination, does or can identify a specific individual or device or by or from which a specific individual or device may be identified, contacted or located. Personal Information includes all “nonpublic personal information” as defined under the Gramm-Leach-Bliley Act, “protected health information” as defined under the Health and Insurance Portability and Accountability Act of 1996, “Personal Data” as defined in the EU Data Protection Directive (Directive 95/46/EEC), “Personal Information” as defined under the Children’s Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing.

Process means to take any action or perform any operation or set of operations that the Exchange are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. “Processing” and “Processed” have correlative meanings.

Representatives means, with respect to a party, that party and its employees, officers, directors, consultants, agents, independent contractors, service providers, sub-participants, subcontractors and legal advisors.

Resultant Data means information, data and other content that is derived by or through the Exchange from Processing Participant Data.

Third-Party Materials means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment or components of or relating to the Exchange that are not proprietary to SPECCX.

1. Changes to the Terms of Use

2. Services

3. Authorization and Participant Restrictions

4. Data Backup

5. Privacy and Security

6. Intellectual Property Rights

7. Confidentiality

7.1 In connection with this Agreement each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 7.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations. Without limiting the foregoing: all Materials related to the Exchange are the Confidential Information of SPECCX.

7.2 Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with these Terms of Use; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with these Terms of Use; (c) was or is received by the Receiving Party on a non-confidential basis from a Third-Party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

7.3 As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

7.4 If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 7.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 7.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

8. Trademarks

9. Monitoring and Enforcement; Termination; Mutual Termination Rights

10. Information About You and Your Visits to the Website

11. Geographic Restrictions

12. DISCLAIMER OF WARRANTIES

12.1 NO PRODUCT WARRANTIES.

As an Exchange, SPECCX does not own any commodities listed on the Exchange. Both Buyer Participants and Seller Participants hereby acknowledge and agrees that SPECCX is solely the provider of the Exchange platform and does not manufacture, grow, harvest, produce, process, pack, package, label, inspect, test, certify, warehouse, store, transport, distribute, possess, or otherwise exercise custody or control over any product offered, marketed, sold, purchased, supplied, or otherwise made available through the Exchange.

SPECCX MAKES NO REPRESENTATION, WARRANTY, GUARANTY, OR COVENANT OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ANY PRODUCT OFFERED, SOLD, PURCHASED, SUPPLIED, OR OTHERWISE MADE AVAILABLE THROUGH THE EXCHANGE.

WITHOUT LIMITING THE FOREGOING, SPECCX SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING:

All products transacted through the Exchange are offered solely on the representations, if any, of the applicable Seller Participant. Each Buyer Participant purchases products at its own risk and is solely responsible for conducting such inspections, testing, audits, verifications, and due diligence as it deems necessary or appropriate prior to entering into any transaction.

No statement, information, communication, listing, data field, certification, verification, inspection result, marketing material, or other content appearing on or transmitted through the Exchange shall be deemed to create any representation or warranty by SPECCX regarding any product.

12.2 As an Exchange, SPECCX does not own any commodities listed on the Exchange. Pricing decisions are at the sole discretion of the Participant.

12.3 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7 OF THE SPECCX PLATFORM AGREEMENT, THE EXCHANGE AND MATERIALS RELATED TO THE EXCHANGE ARE PROVIDED “AS IS” AND SPECCX HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND SPECCX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, SPECCX MAKES NO WARRANTY OF ANY KIND THAT THE EXCHANGE OR MATERIALS RELATED TO THE EXCHANGE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET PARTICIPANT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN PARTICIPANT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

13. Indemnification

13.1 Participant Indemnification. Participant shall indemnify, defend and hold harmless SPECCX and its officers, directors, employees, agents, successors and assigns (each, a “SPECCX Indemnitee”) from and against any and all Losses incurred by such SPECCX Indemnitee arising out of or relating to any claim, suit, action or proceeding (each, an “Action”) by a third-party to the extent that such Losses arise out of or relate to any:

Without limiting the foregoing, any Participant acting as a seller, grower, producer, shipper, packer, processor, distributor, or supplier of a product (“Seller Participant”) shall defend, indemnify, and hold harmless SPECCX and its affiliates, and their respective officers, directors, employees, agents, and representatives, from and against any and all claims, demands, actions, losses, damages, liabilities, judgments, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to any actual, alleged, or threatened product recall, market withdrawal, stock recovery, product defect, contamination, adulteration, misbranding, labeling issue, regulatory noncompliance, or product safety issue involving any product.

13.2 SPECCX Indemnification. SPECCX shall defend, indemnify and hold harmless Participant from and against any and all Losses incurred by the Participant arising out of or relating to any claim, suit, action or proceeding (each, an “Action”) by a third-party (other than an affiliate of the Participant) alleged to arise out of or result from:

13A. Product Recall and Food Safety Liability

13A.1 SPECCX’s Limited Role

Participant acknowledges and agrees that SPECCX does not manufacture, grow, harvest, process, package, label, inspect, test, certify, warehouse, store, transport, distribute, possess, control, or otherwise exercise custody over any products listed, offered, sold, purchased, or supplied through or in connection with the Exchange. SPECCX’s sole role is to provide access to and operation of the Exchange platform.

13A.2 Buyer Hold Harmless

Any Participant acting as a purchaser, retailer, wholesaler, distributor, broker, foodservice operator, institution, or other buyer of products through the Exchange (“Buyer Participant”) agrees to release, defend, hold harmless, and not assert any claim against SPECCX arising out of or relating to any product recall, market withdrawal, stock recovery, product defect, contamination, adulteration, misbranding, labeling issue, regulatory noncompliance, food safety event, or other corrective action involving products purchased through the Exchange, including any economic loss, lost profits, lost sales, customer claims, loss of goodwill, replacement costs, transportation costs, disposal costs, notification costs, or regulatory expenses associated therewith.

13A.3 Seller Responsibility

Any Participant acting as a seller, grower, producer, shipper, packer, processor, distributor, or supplier of a product through the Exchange (“Seller Participant”) shall be solely responsible for, and shall bear all costs, expenses, losses, damages, liabilities, claims, actions, settlements, judgments, fines, penalties, regulatory assessments, recall costs, withdrawal costs, corrective action costs, attorneys’ fees, expert fees, and other expenses arising out of or relating to any actual, alleged, or threatened recall, withdrawal, stock recovery, corrective action, food safety event, contamination event, adulteration claim, misbranding claim, labeling issue, regulatory action, or product defect associated with any product offered or sold by such Seller Participant.

At SPECCX’s election, Seller Participant shall permit SPECCX to assign its rights under this Section to any Buyer Participant and shall cooperate fully to allow Buyer Participant to recover directly from Seller Participant for any Recall Event involving Seller Participant’s produce.

This indemnity includes, but is not limited to, all amounts SPECCX is obligated to pay to any Buyer Participant in connection with a Recall Event.

13A.4 No Duty by SPECCX

SPECCX shall have no duty to inspect, test, investigate, monitor, verify, trace, track, recall, withdraw, quarantine, notify, replace, refund, destroy, dispose of, or otherwise take action with respect to any product listed or transacted through the Exchange.

13A.5 Survival

The provisions of this Section shall survive termination or expiration of this Agreement.

14. Limitations of Liability

EXCLUSION OF DAMAGES. IN NO EVENT WILL SPECCX OR ITS SERVICE COMPANIES OR ITS SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF USE OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE OR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SPECCX SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIM, LOSS, DAMAGE, COST, OR EXPENSE ARISING OUT OF OR RELATING TO ANY PRODUCT RECALL, MARKET WITHDRAWAL, STOCK RECOVERY, PRODUCT SAFETY EVENT, OR REGULATORY ACTION RELATING TO ANY PRODUCT SOLD, OFFERED, OR MADE AVAILABLE THROUGH THE EXCHANGE.

15. Force Majeure

In no event will SPECCX be liable or responsible to Participant, or be deemed to have defaulted under or breached either this Agreement or any agreement between the Participant and SPECCX in connection with this Agreement, including the SPECCX Platform Agreement (“Agreements”), for any failure or delay in fulfilling or performing any term of these Agreements when and to the extent such failure or delay is caused by any circumstances beyond SPECCX’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the Effective Date of a Participant’s Platform Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.

16. Law and Jurisdiction

The terms of this Agreement are governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Tennessee.

Any legal suit, action or proceeding arising out of, or related to, this Agreement or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee in each case located in the City of Nashville and County of Davidson, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.

17. Waiver and Severability

No waiver by SPECCX of any term or condition set forth in this Agreement or condition, and any failure of SPECCX to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of this Agreement invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.

18. Seller Payment Agency Agreement

This Seller Payment Agency Agreement (“Agreement”) is entered into between SPECCX, LLC a Tennessee limited liability company (“SPECCX”), and the seller (“Seller”). SPECCX and Seller may be referred to individually as a “Party” and collectively as the “Parties.” SPECCX shall have no authority to act on Seller’s behalf for any purpose other than those expressly stated in this Agreement.

1. Motivation. In the event that a buyer pays by check, this provision serves to enable SPECCX to act as an agent for the single and limited purpose of enabling SPECCX to collect payment on behalf of seller and to transmit funds, less the SPECCX Transaction Fee payable by both buyer and seller, directly to the seller.

2. Appointment of SPECCX as Payment Agent. Seller hereby appoints SPECCX as Seller’s limited payment agent solely for the purpose of:

a. Receiving payments from buyers for produce or other goods sold by Seller through the SPECCX platform (“Buyer Payments”), and

b. Remitting such funds to Seller, less applicable SPECCX transaction fees. Seller agrees that payment to SPECCX constitutes payment to Seller, and that Buyer’s payment obligation is fully satisfied upon SPECCX’s receipt of funds.

3. Authorizations. Seller authorizes SPECCX to:

a. Receive Buyer Payments by any method permitted by SPECCX including checks made payable to SPECCX.

b. Deposit such payments into a SPECCX‑controlled account.

c. Deduct SPECCX’s transaction fees or other agreed charges.

d. Remit the remaining balance (“Net Proceeds”) to Seller.

4. Remittance of Funds. SPECCX will remit Net Proceeds to Seller:

a. by ACH, wire transfer, or other method designated by Seller,

b. after the Buyer Payment has fully cleared SPECCX’s financial institution, and

c. within a commercially reasonable timeframe. SPECCX may delay remittance if (i) a payment is suspected to be fraudulent, (ii) a check has not yet cleared, (iii) there is a dispute between Buyer and Seller, or (iv) SPECCX is required to comply with law or regulation.

5. Fees. Seller authorizes SPECCX to deduct from each Buyer Payment:

a. SPECCX’s transaction fee(s),

b. Any other charges expressly agreed to in writing.

c. The deducted amounts are the property of SPECCX upon receipt.

6. No Commingling Representation. Seller acknowledges that SPECCX may deposit Buyer Payments into accounts that also contain SPECCX’s own funds, provided that SPECCX maintains accurate internal accounting and remits Net Proceeds as required by this Agreement.

7. Limitation of Liability. To the fullest extent permitted by law,

a. SPECCX is not liable for delays caused by banks, payment processors, or clearing times.

b. SPECCX is not liable for losses arising from Buyer non‑payment.

c. SPECCX’s total liability under this Agreement is limited to the amount of the specific Buyer Payment at issue.

8. Term and Termination. Either Party may terminate this Agreement upon written notice. Termination does not affect SPECCX’s obligation to remit Net Proceeds already received.

9. Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding SPECCX’s role as payment agent and supersedes all prior agreements on this subject.