KAFFEA-X

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Coffee KCU25 (Sept 25) – 289.30USD +00.00

Terms of Use and Legal Information

1. General

These are the terms and conditions of use (the “Terms of Use”) for https://kaffeax.com (the “Web Site”). The Web Site is operated by Kaffea-X, Inc. with an address at https://www.kaffeax.com (“Kaffea”, “we”, “us”, or “our”) and through the Web Site we make available (i) a live marketplace that permits the sale and purchase of green coffee beans (the “Beans”) under spot contracts entered into through double-auction trading and (ii) other industry-related information concerning Beans. Pursuant to these Terms of Use, the Help Center Documents and Rule Book and all other requirements posted on our Web Site, including the necessary agreements and information concerning use of our online platform (the “Platform”) by registered users (“Users”) and which is only permitted to Users entering into the User Agreement that is available on the Web Site (the “User Agreement”). Users (i) can engage in Beans trading on the Platform, (ii) can have access to obtain industry-related information on the Platform and (iii) can obtain access through our Platform to all other services, data, software, applications (including mobile applications) and tools provided by us (collectively, “Services”). All such material, information and documentation is incorporated into these Terms of Use by reference, including as they are amended from time to time (collectively, the “Terms”). By illustration, the Terms, including all that is incorporated therein, describe the terms and conditions on which we provide general access to our Web Site, and User access to the Platform and the Services available through the Platform. A reference to the “Site” herein is a reference, collectively, to the Web Site, the Platform, the Terms, the Privacy Policy (as defined herein), and the User Agreement, as each may be amended or revised from time to time, collectively.

In these Terms, “you” and “your” refer to (i) you, the individual accessing the Site, (ii) any electronic agent accessing the Site on your behalf, whether you are an individual or business entity, and (iii) the business entity on whose behalf an individual or electronic agent is accessing the Site.

Your use of the Site will be subject to these Terms and by using the Site you agree to be bound by them. These Terms create a legal contract between you and us. Please read them carefully. We will collect and process personal data in accordance with our Privacy Policy (the “Privacy Policy”).

By using our Site, or by clicking to accept these Terms, you accept and agree to be bound and abide by these Terms in full. The Site is offered to you conditioned on your acceptance without modification of the Terms. We reserve the right, in our discretion, to change the terms, conditions, and notices under which the Site is offered and available. If you do not agree to these Terms, do not use our Site, including any portion of the Platform and the Services. For all purposes, the English version of the Terms shall be the original, binding instrument and understanding of the parties. In the event of any conflict between the English version of the Terms and any translation into any other language, the English version shall prevail and control.

In the event of a conflict between the Terms of Use and the User Agreement, the terms of the User Agreement shall control and take precedence.

All materials on the Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, and any copyright or proprietary notices. Any disclaimers, restrictions, disclosures or other limitations clauses apply to any partial document or material in the same manner as they do the whole and will be deemed incorporated in the portion of any material or document that you consult or download.

By accepting the box below, you make certain representations and warranties regarding your use of the Site. You represent and warrant that:

  • You have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to the Terms.
  • You have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or operation of the Terms.

The Site is intended for use only by persons who are at least 18 years of age. By using the Site you confirm that you meet this requirement.

2. Ownership of Site & Copyright

This Site is owned by Kaffea. The Kaffea Site and any and all accompanying screens, information (including but not limited to listed offer prices, purchase prices, product inventory, warehouse, delivery and other marketplace information) materials, user documentation, user interfaces, images, arrangements of information, related software and other proprietary property of Kaffea or its licensors accessible via the Site, is and shall remain the exclusive property of Kaffea and its licensors, as the case may be. All rights to the Site remain with Kaffea or its licensors. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, software, products or services obtained from the Site. The information and materials on the Site are solely for your use in (i) evaluating the Beans that are visible on the Site; and (ii) managing your own internal usage of the Platform. Users are authorized to access the Platform for business purposes only and shall not use the Platform for any personal, household, or domestic purposes.

Other uses of the Site are not permitted unless you receive Kaffea’s prior written approval. As long as you comply with the Terms and enter into the User Agreement, Kaffea grants you a non-exclusive, non-transferable, limited right to enter, display, post offers and bids for Beans on the Platform and otherwise use the Site. You agree not to interrupt or attempt to interrupt the operation of the Site in any way.

You are prohibited from posting or transmitting any defamatory, libelous, obscene, pornographic, profane, threatening or unlawful material or any material that (i) could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability on behalf of Kaffea, yourself, or any other person; or (ii) could otherwise violate any law. Kaffea will fully cooperate with any law enforcement authority or court order requesting or directing it to disclose the identity of anyone posting such materials.

3. Unauthorized Access

The Site is not absolutely protected against unauthorized third parties. You acknowledge that any information provided through the Internet may be potentially accessed by unauthorized third parties. Although Kaffea will make reasonable efforts to protect the privacy of users of the Site, no guarantee can be made that unauthorized third parties will not access the information contained on the Site. Other than in accordance with our Privacy Policy, or as otherwise required by applicable law, you acknowledge that we are not responsible for notifying you that unauthorized third parties have gained such access or that any data has been otherwise compromised during transmission across computer networks or telecommunications facilities, including, but not limited to, the Internet.

4. No Reliance

Third party users of the Platform and other third-party providers of information that is available on or accessible through the Site contribute to the majority of the information collected and made available on or accessible through the Site. Therefore, Kaffea makes no representations as to the accuracy of such source information all of which is subject to change without notice to Site users. Notwithstanding the foregoing, third party contributors of sales price, purchase price and other marketplace information compiled and made available on the Site by Kaffea have neither reviewed nor approved any of the information, including charts, graphs or other materials, prepared and made available by Kaffea based on information contributed by such third parties. Information provided to the Site by such third parties does not purport to reflect scientific or academic analysis.

Price information made available through “offers” and “bids” posted on the Platform, and in statistical and other analyses made available on or accessible through the Platform, is indicative only of transactions occurring on the Platform and of those transactions that are analyzed by third parties posting such information on the Platform. Such information may not reflect marketplace data resulting from actual sales and purchases of Beans in market transactions other than those occurring on the Platform.

While Kaffea uses reasonable efforts to update the information on the Site, Kaffea makes no representations or warranties as to the accuracy, reliability or completeness of any information on the Site. All content on the Site is subject to change without notice.

The Platform may also include access to data from proprietary third-party sources (e.g., sources for trading data other than that generated on the Platform). We believe that these third parties are reliable, but we are not responsible for any third-party information, and we do not endorse the opinions of any third party. Such information is proprietary to its content providers, and is not warranted to be accurate, complete or timely. No content providers are responsible for any damages or losses arising from any use of this information.

5. Passwords and Security

You may be required to create an account in accordance with the terms of the User Agreement (the “Account”) in order to access any functions of the Platform and to access any of the Services. To create an Account, you must use an email address and password or other Account creation tools offered on the Site. For example, to list an offer to sell Beans or to list an offer to purchase Beans on the Platform you must create an Account.

You agree that we may charge your credit card or other payment method for amounts you owe as described in these terms, as well as any costs or losses arising from your violation of the Terms. When you register to create an account with us, you agree to provide accurate information about yourself and must not register under a false name or age or use an unauthorized payment method. As a User, you are responsible for maintaining the confidentiality of your Account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your Account or password. You are to notify Kaffea immediately upon learning of any unauthorized use of your Account or password, or any other unauthorized access or breach of security. We are not obligated to inquire as to the authority or propriety of any use of or action taken under your password. We will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these Terms. However, you may be held liable for losses incurred by Kaffea or any other person or entity due to another person using your Account or password. You may not use any other User’s Account or password at any time without the express permission and consent of the holder of that Account or password unless you are exercising your Administrative Rights (as defined in the User Agreement). You may not transfer or assign your Account. You are required to keep your contact information up to date with Kaffea. From time to time, regulations may require you to provide, or Kaffea or its partners to verify, your contact information. In such instances, your Account may be suspended for failure to timely provide Kaffea with all relevant contact information.

The material on the Site is confidential and intended solely for the information of the person to whom it has been delivered and may not be distributed in any jurisdiction where such distribution would constitute a violation of applicable law or regulations. You may not disclose any content of the Site to any third party, except to your financial, legal or tax advisors, and others with whom you have a confidential relationship (“Related Persons”), and you shall be held responsible for any disclosure of such content in violation of these Terms by any of your Related Persons.

6. Links

Kaffea makes no representations whatsoever about the opinions of any third party appearing on a linked site, neither regularly monitors nor has control over the contents of such sites and does not endorse, and disclaims all responsibility for, the content of such statements or websites.

7. Privacy Policy

Except as may otherwise be provided herein, any material, information or other communication you transmit or post to the Site, including any data, questions, comments, suggestions, reviews or the like is and will be treated as non-confidential and non-proprietary (“Communications”). You authorize Kaffea to use the Communications in any manner consistent with Kaffea’s current Privacy Policy. You recognize that non-public information concerning you disclosed by you to Kaffea, its licensors or its agents (“Information”), including but not limited to your name, address, social security number, and tax identification number, may be disclosed (i) to attorneys, accountants and auditors in furtherance of the business of Kaffea and to other service providers, including [1] escrow and trade settlement agents and other related actors, who may have a need for the Information in connection with providing services to Kaffea, (ii) to third-party service providers or financial institutions who may be providing escrow, settlement, marketing and other services to Kaffea provided that such persons must agree to protect the confidentiality of the Information and use the Information only for the purposes of providing services to Kaffea and (iii) as otherwise required or permitted by law or the Privacy Policy. Kaffea restricts access to the Information to its employees, consultants and legal or tax advisors who need to know the Information to provide services to Kaffea, and maintains physical, electronic and procedural safeguards that comply with industry standards to guard the Information.

8. Assistance

If you require assistance with the Site, or if you need to communicate with Kaffea, please contact Kaffea Support at support@kaffeax.com or by phone at +1 855-502-9844.

9. No Warranty

THE SITE, INCLUDING INFORMATION AND MATERIALS CONTAINED IN THE SITE, TEXT, GRAPHICS, SOFTWARE, LINKS AND OTHER ITEMS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. KAFFEA DOES NOT WARRANT THE ACCURACY, ADEQUACY, COMPLETENESS, TIMELINESS OR AVAILABILITY OF THE SITE, AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE SITE. THERE IS NO WARRANTY OF MERCHANTIBILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NO WARRANTY OF NON-INFRINGEMENT, NO WARRANTY OF ANY KIND, IMPLIED, EXPRESS OR STATUTORY, IN CONJUNCTION WITH THE SITE.

10. Limitations of Liability

IN NO EVENT WILL KAFFEA OR ANY OF ITS AFFILIATES, AGENTS OR EMPLOYEES BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING IN CONNECTION WITH THE SITE OR USE THEREOF OR THE INABILITY BY ANY PARTY TO USE SUCH SITE, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE OR SYSTEM FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION, EVEN IF Kaffea, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.

11. Changes To These Terms and Conditions

Kaffea may, in our discretion, change these Terms (including any FAQs or any policy) at any time, and if we do, we will place a notice on the Site. We may also send you an email and/or notify you by some other means (e.g., text or other electronic media, or mail). Changes take effect on the date posted on the Site or on the date that such an email is sent to you or on such date that you are deemed to be otherwise notified pursuant to the terms and conditions of such Notice. You should view these Terms often to stay informed of any changes that may affect you. YOUR CONTINUED USE OF THE SITE AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY OF THE CHANGES, YOU MUST CANCEL YOUR ACCOUNT AND NOT USE THE PLATFORM OR ANY PORTION OF THE SERVICES MADE AVAILABLE ON OR THROUGH THE SITE.

The version of these Terms posted on the Site on each respective date you visit the Site will be the Terms applicable to your access and use of the Services made available on or through the Site on that date. Our electronically or otherwise properly stored copies of these Terms and the Privacy Policy shall be deemed to be the true, complete, valid, and authentic copies of the version of the Terms and the Privacy Policy that were in force on each respective date you visited the Site. We reserve the right to terminate these Terms and the Privacy Policy, or to refuse, restrict, or discontinue access to or use of the Services made available on or through the Site or any portions, components, or features thereof, to you or any other person or entity, if you are in breach of the Terms, the Privacy Policy, or for any reason or for no reason whatsoever, at any time, without notice or liability.

IMPORTANT NOTICES

12. Disputes with Kaffea

You and Kaffea agree that any claim or dispute at law or equity that has arisen or may arise between us (including any disputes between you and a third-party agent of Kaffea) will be resolved in accordance with these provisions (collectively, the “Arbitration Provisions”). PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND KAFFEA HAVE AGAINST EACH OTHER ARE RESOLVED.

You agree that, except to the extent inconsistent with the Federal Arbitration Act (“FAA”) or preempted by federal law, the laws of the State of New York, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between you and Kaffea. Legal notices shall be served on Kaffea’s registered agent in the State of Delaware at c/o The Corporation Trust Company, Corporation Trust Center 1209 Orange St, Wilmington, New Castle, DE 19801 (in the case of Kaffea) or your email address on file with us (in your case). Notice by us to you shall be deemed given on the date that the email is sent. Alternatively, we may give you legal notice by mail to any physical address you have on file with us. In such case, notice shall be deemed given three (3) days after the date of mailing, regardless of whether any such notice is returned to us. It is your responsibility to keep your contact information updated.

You and Kaffea each agree that any and all disputes or claims that have arisen or may arise between you and Kaffea relating in any way to or arising out of the Terms or your use of or access to the Site, shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matters remains in such court and advances only on an individual (non-class, non-representative) basis. The FAA governs the interpretation and enforcement of these Arbitration Provisions and this Agreement to Arbitrate.

UNDER THE TERMS OF THE USER AGREEMENT, AND ANY ADDITIONAL AGREEMENTS ENTERED INTO BY YOU IN CONNECTION WITH YOUR ACTIVITIES ON OR THROUGH THE PLATFORM, YOU MAY BE SUBJECT TO ALTERNATIVE ARBITRATION AND OTHER DISPUTE RESOLUTION TERMS ALL OF WHICH WILL SUPERSEDE THOSE CONTAINED HERE IN THE EVENT OF ANY CONFLICT BETWEEN SUCH TERMS.

IN ALL EVENTS, EACH PARTY HEREBY KNOWINGLY, VOLUNTARY AND INTENTIONALLY, WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THESE TERMS OR YOUR USE OF OR ACCESS TO THE SERVICES. THE PARTIES FURTHER AGREE THAT, IF AND TO THE EXTENT THIS AGREEMENT TO ARBITRATION DOES NOT APPLY TO ANY CLAIM, THAT CLAIM WILL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

  1. PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF (THE “CLASS ACTION WAIVER”). YOU AND KAFFEA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND KAFFEA AGREE OTHERWISE IN A SEPARATE WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER KAFFEA USERS. IF A COURT DECIDES THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF ANY OF THIS PARAGRAPH’S PROHIBITIONS ON CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTIONS OR PROCEEDINGS AS TO ANY CLAIM OR PRAYER FOR RELIEF, THEN THAT CLAIM OR PRAYER FOR RELIEF (AND ONLY THAT CLAIM OR PRAYER FOR RELIEF) MUST BE SEVERED FROM THE ARBITRATION AND RESOLVED IN COURT, SUBJECT TO YOUR AND KAFFEA’S RIGHT TO APPEAL THE COURT’S DECISIONS. ALL OTHER CLAIMS WILL BE ARBITRATED.
  2. Arbitration Procedures. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. An arbitrator must also apply the Terms as a court would. All issues, claims, disputes, and prayers for relief are for the arbitrator to decide, except that issues relating to the interpretation or enforceability of the CLASS ACTION WAIVER will be resolved by a court of competent jurisdiction. An arbitrator can award the same damages and relief, including injunctive and declaratory relief, on an individual basis that a court can award to an individual. However, notwithstanding anything to the contrary in the foregoing or herein, an arbitrator may not issue a “public injunction” and any such “public injunction” may be awarded only by a federal or state court. If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator. Other than issues related to the CLASS ACTION WAIVER or “public injunction”, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute between you and Kaffea, as well as any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of the Terms including, but not limited to, any claim that all or any part of this Agreement to Arbitrate or the Terms is void or voidable.

The arbitration will be administered by JAMS pursuant to its rules and procedures (“JAMS Rules”), including the JAMS Comprehensive Arbitration Rules and Procedures (as applicable), as modified by this Agreement to Arbitrate. The JAMS Rules and Procedures are available at www.jamsadr.com or by calling the JAMS at 1-800-352-5267. The use of the word “arbitrator” in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration; rather, the JAMS Rules will govern the number of arbitrators that may preside over an arbitration conducted under the Agreement to Arbitrate. All arbitrators shall serve as neutral, independent and impartial arbitrators and must act in conformity with the rules of evidence and law.

A party who intends to seek arbitration must first send to the other a completed form Notice of Dispute (“Notice”), available by contacting us through this form. A Notice to Kaffea should be sent by certified mail to Kaffea-X, Inc. Re: Notice of Dispute, 225 West 34th Street, Floor 9, New York, NY 10122 or via email to Legal_Notices@Kaffeax.com. Kaffea will send any Notice to you to the physical address we have on file associated with your Kaffea account or to your email address associated with your Kaffea account (if no physical address is on file); it is your responsibility to keep your physical address up to date. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.

If you and Kaffea are unable to resolve the claims described in the Notice within 30 days after the Notice is given, you or Kaffea may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the JAMS website at www.jamsadr.com. In addition to filing this form with the JAMS in accordance with its Rules, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to Kaffea at the following address: 225 West 34th Street, Floor 9, New York, NY 10122 In the event Kaffea initiates arbitration against you, it will send a copy of the completed form to any physical address we have on file associated with your Kaffea account (or your email address associated with your Kaffea account if no physical address is on file). Any settlement offer made by you or Kaffea shall not be disclosed to the arbitrator.

The arbitration shall be held in New York County in the State of New York or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you and Kaffea may elect and agree to have the arbitration conducted by telephone or video conference or based solely on written submissions, which election shall be binding on you and Kaffea subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Kaffea may attend by telephone, unless the arbitrator requires otherwise. The parties agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted or required by state law.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of New York, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Kaffea users, but is bound by rulings in prior arbitrations involving the same Kaffea user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

  1. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the JAMS Rules, unless otherwise stated in this Agreement to Arbitrate.
  2. Severability. With the exception of any of the provisions in the CLASS ACTION WAIVER, if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
  3. Future Amendments to Arbitration Provisions. Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to the Arbitration Provisions of these Terms (other than a change to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding between you and Kaffea prior to the effective date of the change. The amendment shall apply to all other disputes or claims governed by the Arbitration Provisions that have arisen or may arise between you and Kaffea. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on this page at least thirty (30) days before the effective date of the amendments and by sending notice via email to your email address on file with us. If you do not agree to the amended terms, you may close your account within the thirty (30) day period and you will not be bound by the amended terms.

13. DMCA Notice

If you’re a copyright owner or an agent of a copyright owner and believe that any content on the Site that was provided by a User or other third party (“User Content”) infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Kaffea’s Copyright Agent with the following information in writing (pursuant to 17 U.S.C. 512(c)(3)):

  1. The physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Kaffea, the service provider, to locate the material;
  4. Information reasonably sufficient to permit Kaffea to contact you, such as an address, telephone number, and, if available, an email address;
  5. A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. A statement, under penalty of perjury, that the information in the notification is accurate that you’re authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You must provide notice of claimed infringement to Kaffea’s designated Copyright Agent at Reitler Kailas & Rosenblatt LLP, email: RClarida@reitlerlaw.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your User Content, you may send a counter-notice containing the following information to the Copyright Agent at the address(es) listed above:

  1. Your physical or electronic signature;
  2. Identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled;
    • A statement that you have a good faith belief that the User Content was removed or disabled as a result of mistake or a misidentification; and
  3. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in New York County in the State of New York, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by Kaffea’s Copyright Agent, Kaffea may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed User Content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the User Content provider, member or user, the removed User Content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at Kaffea’s sole discretion.

14. Processor Accounts

In order to use the payment and settlement functionalities of the Platform, you must activate an account provided by the independent third-party payment and settlement service provider designated by Kaffea (the “Settlement Services”). You must accept the payment processor’s Terms of Service and Privacy Policy. Any funds held by any payment processor are held by that payment processor’s financial institution partners as set out in its Terms of Service. You authorize Kaffea to share your identity and Account data with our payment processors for the purposes of opening and supporting your Account with the payment processor, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your payment processor Account through the Kaffea Account. Notifications about your Account with the payment processor will be sent by the payment processor. Kaffea will provide customer support for your payment processor account activity, and can be reached at support@kaffeax.com.

15. Electronic Communications

When you use the Services, or send e-mails, text messages, and other communications from your computer or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site, and you can retain copies of these communications for your records. 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. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication.

If you provide us with your mobile phone number, you agree that we may send you text messages (including SMS and MMS) to that phone number in relation to the Services, including for two-factor authentication or service updates. You will receive a confirmation text message, and you may need to reply as instructed to complete registration. Message frequency may be approximately 5 messages per month and will comply with applicable local laws and regulations. These messages are intended for you or your Authorized Persons (if any) and relate to your, or their, use of our Platform.

You must provide explicit consent to receive SMS messages. This consent may be given via a clear opt-in process, such as selecting an opt-in checkbox, or texting “[KAFFEA]” to +1 913-937-5003. Implied consent (e.g., from a prior purchase without explicit SMS consent) is not sufficient, especially for recipients outside the United States.

Message and data rates may apply depending on your carrier and country. Texts may be sent through an automatic telephone dialing system. You agree to notify us of any changes to your mobile number and update your Account us to reflect this change. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. We are not liable for delayed or undelivered messages due to carrier or technical issues.

We will never charge you for the text messages you receive however standard message and data rates may apply for any messages sent to you from us and to us from you. If you have any questions about your text plan or data plan, it is best to contact your carrier or wireless provider. For all questions about the services provided through the number +1 913-937-5003, you can send an email to support@kaffeax.com.

You can cancel the SMS service at any time. Just text “STOP” to +1 913-937-5003. After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.

Your business contact information collected for SMS communications will be used and protected according to our Privacy Policy, which complies with international data protection laws such as GDPR and CCPA where applicable. We do not share your information with third parties for marketing purposes except as necessary to provide the SMS service. Because SMS regulations vary globally, we adhere to all applicable laws and industry standards, including the Telephone Consumer Protection Act (TCPA) in the US, the EU’s GDPR and ePrivacy Directive, and other country-specific rules. This includes respecting local restrictions on message timing, content, sender ID registration, and “do not contact” registries.

16. Typographical Errors

The Site and the Services could include technical inaccuracies or typographical errors. Kaffea shall have no liability in connection with any such inaccuracies or errors, nor shall Kaffea have any obligation to identify and/or correct any such inaccuracies or errors.

17. Links To Other Web Sites

For your convenience, certain hyperlinks may be provided on the Site that link to other web sites or social media platforms which are not under the control of Kaffea (the “Linked Websites”). Kaffea does not endorse or sponsor any Linked Website and is not responsible for the availability, accuracy, content, or any other aspect of the Linked Websites. Kaffea disclaims all liability for such Linked Websites, for all access to and use thereof, and for use of the links to such Linked Websites. We also disclaim all liability, and make no representations or warranties, with respect to any products or services made available, sold, or provided to you by any third party. Your use of Linked Websites and any purchases of products or services from such Linked Websites are subject to the terms and conditions of such other websites. You agree that you will bring no suit or claim against Kaffea arising from or based upon any such use of any Linked Websites. Hyperlinks to such Linked Websites on the Site and Services do not imply that: (a) Kaffea is affiliated or associated with any Linked Website; (b) Kaffea is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in connection with or accessible through such links; or (c) any Linked Website is authorized to use any trademark, trade name, logo, or copyright symbol of Kaffea.

18. Your Personal Information

Use of your personal information submitted to or via the Site is governed by our Privacy Policy. We will only use your personal information in accordance with our Privacy Policy. Please take the time to read this carefully, as it indicates important information about how we collect and use personal information.

19. Disclaimer of Third-Party Information

To the extent that any information, material, or functionality of the Site or the Services is provided by third party content providers (“Third Party Materials”), Kaffea has no editorial control or responsibility over such Third-Party Materials. Therefore, any opinions, statements, products, services or other Third-Party Materials are those of the applicable third party. Kaffea does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party, or represent or warrant that your use of any Third-Party Materials will not infringe rights of third parties not owned by or affiliated with Kaffea.

20. General

These Terms and all terms and policies and agreement (e.g., the User Agreement) posted through our Site (as each may be revised and amended from time to time according to their respective terms) constitute the entire agreement between you and Kaffea relating to your use of our Site, and supersede all prior understandings and agreements between the parties. You consent to receive notice by email to the address provided at registration. If any provision of the Terms is held to be invalid, void, or unenforceable under any circumstances, that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions of the Terms. Any waiver of any provisions contained in these Terms by Kaffea shall not be deemed to be a waiver of any other right, term, or provision of these Terms. Any rights not expressly granted herein are reserved. Kaffea may assign or transfer our rights and obligations under these Terms at any time. You may not assign or transfer your rights or obligations under these Terms, or any of your rights or obligations, without the prior written consent of Kaffea, which we can refuse in our sole discretion. No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these Terms or your use of the Site, including the provision of Services through your use of the Platform. You may not enter into any contract on our behalf or bind us in any way. These Terms are for your benefit only, not for the benefit of any third party except for Kaffea’s permitted successors and assigns. These Terms shall be governed by the laws of the State of New York, USA, without regard to conflicts of laws provisions. As it relates to narrow issues regarding the interpretation or enforceability of the CLASS ACTION WAIVER or the pursuit of a “public injunction”, both of which must be resolved by a court of competent jurisdiction as described above in the Terms, or to the extent it is first determined by a neutral arbitrator that any claim or dispute between you and Kaffea must proceed in court rather than before binding arbitration, then exclusive venue for any such claim or dispute is in the federal and state courts located in the County of New York in New York State, USA, and you consent and submit to the personal jurisdiction of such courts for the purposes of any such action. By using the Site or acting as a buyer or seller on the Platform you expressly agree to the governing law and venue provision of these Terms, irrespective of the state or country in which you reside. The parties each hereby disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods.