User Agreement

1. Introduction

This User Agreement (this “Agreement”) is made between Kaffea-X, Inc. (“Kaffea”, “we”, “us”, or “our”) and you (“you”, “your” or “User”) and applies to all activities related to the use of the Kaffea-X Platform (the “Platform”) by: (i) a User as a buyer that wishes to use, or uses, the Platform to purchase green coffee beans (“Beans”) from a Seller (each a “Buyer” and, collectively, the “Buyers”); (ii) a User that wishes to use, or uses, the Platform to sell Beans on the Platform to Buyers (each a “Seller” and, collectively, the “Sellers”); (iii) a User that wishes to be both a Buyer and a Seller or (iv) a User that wants only to use the Platform to access the Services (as defined in the Terms) for research and other purposes and other than as a Buyer and/or a Seller, in each case, from time to time on the Platform that is made available through the Site (as defined in the Terms). By accepting the terms of this Agreement or by using the Platform, you agree to be bound by the terms of this Agreement, the Terms of Use for https://kaffeax.com (the “Web Site”) (including the Privacy Policy (which can be found here (the “Privacy Policy”), our Help Center Documents and Rule Book, and all other requirements posted for use of the Platform on our Web Site, all of which are incorporated into the Terms of Use by reference and as amended from time to time (collectively, the “Terms”). Each of the Terms and the Privacy Policy, as either may be amended or revised from time to time, is incorporated into this Agreement herein. In the event of any inconsistency between this Agreement and the Terms (including the Privacy Policy), the terms of this Agreement shall prevail and control. A reference to the “Site” herein is a collective reference to the Web Site, the Terms (including the Privacy Policy), this Agreement (including all attachments and materials and agreements attached or linked hereto) and the Services. This Agreement is for use of the Platform by Users, and the Platform can only be accessed and used by Users who are registered and who open an Account for use of the Site pursuant to the terms and conditions set forth in the Terms, and/or any of our other policies in force, as each may be amended or revised from time to time in our sole discretion.

A reference to “you”, “your” or “User” in this Agreement means: (i) you, the individual accessing and/or using the Site; (ii) any electronic agent accessing and/or using 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 and/or using the Site.

Users on the Platform are allowed, as Sellers to list and sell, and as Buyers to buy, Beans in a live marketplace, and to access the Platform with respect to any other uses or purposes designated by us from time to time as permitted on the Platform (including access to the Services). Sellers’ products will be made available for sale on the Platform and its related mobile application(s).

Users must create an Account to use the Platform (see Section 2 (User Registration)). Users can delete or deactivate their accounts by following the options available on the Site, with further guidance in our Help Center and Rule Book or emailing support@kaffeax.com, as updated from time to time.

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

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 into the portion of any material or document that you consult or download.

By clicking the box below to accept the terms of this Agreement, 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 this Agreement.
• You have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or operation of this Agreement.

2. User Registration

You are required to create an account in order to access the Platform and its functions as a Buyer, a Seller, or for any other permitted purpose (an “Account”).

To create an Account, you must use an email address and password, and provide any other information we may require, on the User Registration Form, which can be found here. Such information will include your business or residential address, country of registration or domicile, entity registration number (if applicable) and contact person. You acknowledge that all subscriptions applications will be subjected to an onboarding due diligence process prior to approval for use of the Platform. You are entitled to create usernames and passwords for up to 2 Users per subscription of the Platform within your organization as determined by you (the “Authorized Persons”). Additional Users will be charged an add-on fee per User as per the pricing information link (see Section 9 (Fees)). Each Authorized Person will be required to accept and agree to be bound by this Agreement, including its attachments and incorporated materials, before being granted access to the Platform or other portions of the Site. Authorized Persons are not permitted to share their username and password with any other person (including, but not limited to, directors, officers, employees, agents, affiliates, representatives and advisors of the User other than as expressly permitted by this Agreement). If you are an organization and wish to create an account for an Authorized Person, you must appoint at least one individual within your organization to receive administrative rights (the “Administrative Rights”) for your Account, such rights will include the ability: (i) to create accounts for Authorized Persons, or invite Authorized Persons to create accounts, that are connected to your Account; (ii) to restrict access temporarily or permanently to an account created for or by an Authorized Person; or (iii) to access that Authorized Person’s account for any reason you deem reasonably necessary. If you are an Authorized Person, you acknowledge and agree that your organization shall have authority to do any of the foregoing with respect to your account. Any person with Administrative Rights for your Account may appoint or remove such rights to other persons within your organization.

To offer to buy or sell green Beans on the Platform, you must have a valid credit card or other approved payment method on file with the independent third-party payment and settlement service provider designated by Kaffea (see Section 7 (Contract of Sale)). You agree that we, or the independent third-party payment and settlement service provider designated by us, may charge your credit card or other payment method for amounts you owe as described in this Agreement, as well as any costs or losses arising from your violation of this Agreement.

When you register to create an Account with us, you agree to provide accurate information about yourself and not to register under a false name or age or to use an unauthorized payment method. If you use the Platform, 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, including being held liable for losses incurred by us or any other person or entity due to another person using your Account or password. You agree to notify us immediately upon learning of any unauthorized use of your Account or password, or any other unauthorized access or breach of security on the Site. We shall have no liability whatsoever for unauthorized use of the login information of an Authorized Person. You shall indemnify and hold us harmless for any loss or damage (including, without limitation, reasonable attorneys’ fees) incurred as a result of the unauthorized use of your Account, including but not limited to loss or damage resulting from unauthorized use of the login information of an Authorized Person.

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, except if you are exercising your Administrative Rights (if applicable). You may not transfer or assign your Account. You are required to keep your contact and all other information included as part of your Account (including all information provided to us as part of your User Registration Form) up to date with us. From time to time, regulations may require you to provide, or Kaffea or its partners to verify information included in your User Registration Form. In such instances, your Account may be suspended for failure to timely provide us with all such relevant information. We may cancel an Account whose User Registration Form information has not been confirmed by us or an Account that has been inactive for a substantial period of time.

We may refuse to grant you an Account or terminate your Account in our sole discretion, including for prior, repeated or persistent breach of this Agreement, the Terms of Service, the Privacy Policy or any of our other policies in force from time to time. If your account is inactive for more than 12 consecutive months, we reserve the right to deactivate your Account or require re-verification of your account.

3. Access to, and Use and Provision of, the Platform

We hereby grant you a nonexclusive, nontransferable limited license to use the Platform, and the Services accessible through the Platform, solely and exclusively for the User’s use in accordance with the terms and conditions of this Agreement and applicable law. Users agree not to engage in or facilitate transactions that violate U.S. export control laws, sanctions regulations, or applicable import/export laws of the country of origin or destination. U.S. or other country Users shall not engage in collusion, coordinated bidding, price manipulation, or any conduct that undermines fair market behavior. Kaffea reserves the right to suspend or terminate accounts and report conduct to relevant authorities if manipulation is suspected. We may enter into licensing agreements with third parties who supply content or software to the Platform. We do not take responsibility for the completeness, accuracy or timeliness of information provided directly by Users, third parties or generated from software provided by third parties. You acknowledge that we may terminate licensing agreements with third parties at any time in our sole discretion.

Consumer goods are not permitted to be traded or sold on the Platform. Users are authorized to access the Platform for business purposes only and Users shall not use the Platform for any personal, household, or domestic purposes.

You accept full responsibility for your connection, and the connection of your Authorized Persons’ (if applicable), to and use of the Platform and for your, and their (if applicable), compliance with the requirements and obligations of this Agreement, including the Terms and the Privacy Policy, and all requirements, regulations, and laws applicable to your business, including participation on the Site. You are solely responsible for all listings, bids to purchase Beans (“Bids”), offers to sell Beans (“Offers”), trades and other instructions entered, transmitted or received under your Account, and for any such acts of any of your Authorized Persons (if applicable). You represent and warrant that you will make your own independent decision to use the Site and any information or materials contained therein. You are solely responsible for any decisions you make with respect to any data or information provided in connection with any part of the Site. We are not responsible for determining whether any transaction you may enter into is suitable, appropriate or advisable. We are not and will not be, by virtue of providing the Site, an advisor or fiduciary for you. For purposes of auction management and maintaining the integrity of the Platform, we may monitor your connection to and use of the Platform for compliance with this Agreement, the Terms, the Privacy Policy and any of our other policies in force from time to time. We may assign each User a rating, based upon criteria determined in our sole discretion from time to time found for these purposes. [See Help Center and Rule Book”] User ratings may affect the User’s continued use of the Platform.

You must not, and will not, do any of the following: (i) use the Platform or our Services to solicit sales outside of the Site; (ii) use the Platform or our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old (or the age of legal majority where you live)), or are temporarily or indefinitely suspended from using the Platform or our Services; (iii) upload or transmit any message, information, data, text, software or images, or other content that is unlawful, immoral, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity; (iv) engage in abusive treatment of other Users of the Platform or our Services or any Kaffea employee or representative; (v) create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Kaffea employee or representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; (vi) upload or transmit any material that: (a) you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements); (b) does not contain any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature if such may be required; or (c) infringes any patent, trademark, service mark, trade secret, copyright, or other proprietary rights of any person; (vii) use any of the Platform’s or our Services’ communication features in a manner that adversely affects the availability of its resources to other users; (viii) harvest or otherwise collect information about others unless expressly authorized by this Agreement; (ix) commercialize all or any part of the Platform or our Services; (x) upload or distribute files that contain viruses, Trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of our, or a third party’s, computer systems, networks or other property; (xi) use any robot, spider, scraper, or other automated or manual means to access the Platform or our Services, or copy any information thereon, for any purpose without our express written permission; (xii) take any action that imposes or may impose (to be determined in our sole discretion) an unreasonable or disproportionately large load on our infrastructure or otherwise interferes with the functioning of the Platform or our Services; (xiii) attempt to gain any unauthorized access to the Site, including computer systems, software, or networks; (xiv) probe, scan, test the vulnerability of or breach the authentication measures of, the Site or any related networks or systems; (xv) bypass our robot exclusion headers, robots.txt rules or any other measures we may use to prevent or restrict access to the Platform or our Services; or (xvi) do anything else that we determine, in our sole discretion, misuses the Site or otherwise negatively impacts the Platform.

You are solely responsible for any hardware, software, communication equipment, communication services, information formatting requirements, or other technical items or services necessary for your access to, and use of, the Site.

We are not obliged to continue to support any aspect of the Platform in its current or previous forms. We intend to notify you of all scheduled extended maintenance activities which may restrict the use of the Platform and any other parts of the Site, and will use all reasonable business efforts to perform preventive maintenance activities outside of Platform trading hours. We and our agents reserve the right to, at any time, without notice or liability, restrict the use of the Platform and any other parts of the Site or limit the time of availability thereto, in order to perform maintenance activities.

The Platform and any connectivity thereto is available for use by the User on an “as is” basis, without any warranty or condition, express or implied by us. We reserve all rights to use without limitation the Site in such manner as we shall in our sole discretion deem appropriate or advisable. We may, in our sole discretion, modify or delete the features, service or appearance of the Platform and any other parts of the Site at any time. We reserve the right to modify or terminate, permanently or temporarily, your right of access or use of the Site for any purpose.

Platform trading hours will be Monday through Friday: 8:00AM EST to 4:30 PM EST The Platform will be closed on US Federal holidays.

4. Sale Conditions

Sellers may list Beans for sale in spot only transactions, as an Auction Transaction. For purposes of Platform use: an Auction Transaction means a public sale of property (i.e., Beans) in which property is offered for sale, or an offer to purchase is made, and the property is sold to the person willing to pay the highest price for the offered property. Prior to listing an item for sale on the Platform, you must provide to us the Q-Grade certification, a quality report from an accredited third party and Certificate of Origin for Beans to be listed. If you do not have the information required above, you must send a sample of the Beans to be listed to an accredited third party Q-Grading Service for analysis at your expense, with such accredited third party Q-Grading Service to provide a report to you to be subsequently uploaded to the pending Beans listing for purposes of meeting this requirement prior to listing. The listing will not be made live until such Q-Grade report is uploaded with all the mandatory listing attributes. You retain the right to de-list the Beans, to change the price of the listed Beans after receiving the Q-Grading Service, or to otherwise change listing information at any time, but in each case only before the Offer price posted by a Seller has received a matching Bid from a proposed Buyer, or a Bid price posted by a proposed Buyer has matched an Offer price posted by a proposed Seller, as applicable, on the Platform. Sellers acknowledge that any Beans listed for sale will undergo a clearance due diligence by the Kaffea-X Operations team prior to being publicly listed on the Platform.

As a Seller, you must provide the minimum information required by us from you at the time of listing for a live listing (which can be found in the Rule Book and the Q-Grading Service report for the relevant Beans. Through the Platform, we will assign a universal product identification code (KUPIC) for each lot of Beans listed on the Platform using all identifiable and verifiable attributes that, in our sole discretion, we deem to be reasonable.

When listing Beans for sale on the Platform, you agree: (a) to comply with any of our additional sale policies, if any, which we may identify and provide a link to on the Site and (b) to acknowledge that: (i) you are making a binding offer to sell Beans if a Buyer accepts your Offer; (ii) if a Buyer accepts your Offer you must enter into a legally binding contract to purchase the Beans in accordance with Section 7 (Contract of Sale); (iii) you must deliver the Beans being offered that match the KUPIC for the corresponding listing in accordance with the terms of the Sale Contract (as defined below); (iv) you assume full responsibility for the Beans offered and the truthfulness, accuracy and content of the listing, including listing content created using tools offered by us or third parties such as translation, image editing, and generative artificial intelligence tools; (v) your listing may not be immediately searchable by keyword or category for several hours (or up to 2 Business Days in some circumstances); (vi) your listings may renew automatically every calendar month, based on the listing terms at the time, until all quantities sell or the listing is ended by you or us, in the sole discretion of either you or us; (vii) the content you provide complies with this Agreement and all of our requirements for using the Site , and we may refuse to publish a listing if we reasonably consider this clause has not been complied with; (viii) content or listings that violate any of our policies may be modified, obfuscated, or deleted by us at our sole discretion; and (ix) we do not make any representation that Beans listed on our Platform will sell.

The appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to: (i) no Seller has an active listing for that type or Q-Grade certified Beans; (ii) Buyer’s location, search query, browsing site, and history; (iii) the location and price  of the Beans to be sold; (iv) Seller’s history, including but limited to listing practices and our User ratings (see Section 3 (Access to, and Use and Provision of, the Platform) above); and (v) number of listings matching the Buyer’s query.

When a Seller lists Beans for sale on the Platform, the Seller must confirm the availability of the quantity of the Beans (identified by KUPIC and offer identifier assigned by us through the Platform). Seller has until 6:00 PM EST on the date of listing to make any price or availability changes to the listing. After 6:00 PM EST on the date of listing, the Platform will assume the price and availability of the listing will remain as listed for the next trading day and until such listing information is otherwise changed in conformity with the terms of this Agreement. For each day the listing is active on the Platform, the Seller must confirm the quantity of Beans available for the next trading day.

We may provide you with optional information to consider when creating your listings. Such information may be based on the aggregated sales and performance history of similar sold and/or current listings; however, you acknowledge that results may vary for individual listings. You agree that we may display the sales and performance history of your individual listings to other Sellers on an anonymous basis

You will not sell and will promptly remove all listings for any listed Beans recalled by a producer, distributor, governmental agency or other third party if the sale of the related product is prohibited by law or regulation or if the related product poses a health or safety hazard as specified by any such party or a governmental agency. We have no responsibility or liability for the safety or performance of any related product that you list or sell using our Platform, including any product that is subject to a recall. You are solely responsible for any non-conformity or defect in, or compliance with any public or private recall of, any product you list for sale using our Platform.

We may publish and promote your listings, including related content such as User rating, product reviews and feedback, in any format and through any channel, including with any third-party property or advertising medium on an anonymous basis.

5. Offer and Purchase Conditions

As a Buyer, you may: (i) place a Bid on a Seller’s Offer listing for the relevant Beans; or (ii) place a list request – or saved searches (e.g., outstanding searches for beans not currently listed) – to seek a listing of certain Beans on the Platform that match criteria set forth in your list request.

For every listing, a Seller may establish a minimum sale price (the “Reserve Price”), in addition to the listing price. If  any Bid is equal or above the Reserve Price, even if the Bid is less than the listing price, the Platform will automatically accept the Bid, and the resulting trade is binding. The Reserve Price will not be displayed in the listing.

If a Bid is made that is equal to or greater than the relevant Offer listing, the Bid will be automatically accepted by the Platform. If the Bid is less than the Reserve Price or the Offer listing (as the case may be), the Seller for the relevant Offer will receive an email notification generated by the Platform providing the Seller with an option to accept or reject the Bid. If a Seller does not accept a Bid within 60 minutes of being given the email notification by the Platform, the Platform will automatically generate a notification to the offeror that the Bid is rejected.

When you place a Bid or an Offer using the Platform, you agree that: (i) you may not amend or revoke any Bid or Offer more than 5 minutes after an affirmation of the trade reflecting acceptance of such Bid or Offer, as applicable (an “Affirmation”), has been delivered to you through the Platform unless, as determined by us in our absolute discretion, you have made an honest mistake or information that significantly changed the item description was added after you placed your Bid or Offer; (ii) subject to clause (i) above, you must enter into a legally binding contract to purchase and sell the Beans in accordance with Section 7 (Contract of Sale) when you buy or sell the Beans, commit to buy or sell the Beans, or your Bid to purchase the Beans subject to an Offer has been accepted and not rejected by the Seller within 5 minutes following delivery of an applicable Affirmation; (iii) you, or your Authorized Persons (if applicable), will not engage in bidding for the sole purpose of increasing the purchase price payable for the Beans; (iv) you are responsible for reading the full item listing before making a Bid or Offer, buying, or committing to buy, and you acknowledge that we do not guarantee that the Sellers will make any particular information available on the Platform, other than the information required by the Platform for a valid listing; (v) we take no responsibility for the completeness, accuracy or timeliness of information provided on the Platform by Sellers or any person associated with any of them; and (vi) we do not transfer legal ownership of Beans from the Seller to you.

You may revoke your Offer or Bid acceptance (as the case may be) in relation to the relevant listing within 5 minutes after delivery of the applicable Affirmation. Any such revocation of your Offer or Bid acceptance must be made by notifying us and the other party by the means indicated on the Platform within 5 minutes following your being sent the Affirmation. If such notice is given, none of Kaffea, the Buyer or the Seller shall be liable to any of the other parties or to any other third party. If you fail to give such notice of revocation, you are deemed to have confirmed the Offer or Bid acceptance (as the case may be.) If within a one-month period, you revoke four Offers or Bid acceptances within the 5-minute period after delivery of the Affirmation, we may temporarily suspend your access to your account for one month. Subsequent occurrences of similar revocations may result in the termination of your trading privileges at the sole discretion of Kaffea-X.

We do not provide financing, margining, or settlement services in relation to the sale of any Beans.

6. Identity of Users

You acknowledge and agree that as a User your identity will be anonymous to all other Users of the Site, except as described below.

Notice of your identity will only be provided in an Affirmation (such notification being automatically and immediately delivered by the Platform) to another User upon, if you are a Buyer, your Bid to purchase the relevant Beans is accepted by the Seller through operation of the Platform, or if you are a Seller, your Offer to sell the relevant Beans is accepted by the Buyer through operation of the Platform.

7. Contract of Sale

You agree and acknowledge that the sale of Beans that is the subject of acceptance on the Platform, whether as Buyer or Seller, shall occur in accordance with the terms of the Green Coffee Association’s Green Coffee Purchase Agreement (“GCA”) in force at the time or the European Coffee Federation’s European Standard Contract for Coffee (“ECFA”) in force at the time (whichever applies to the country of residence of the Seller ) as a spot sale on the commercial terms included in the listing, including price, weight, marks, quality, together with any other information, in relation to the Beans, and the relevant form of contract shall govern the terms of sale of the relevant Beans, including payment, shipping terms, and delivery  method (a “Sale Contract”). In the event the Buyer and the Seller cannot agree on the form of Sale Contract, the Sale Contract shall be on Green Coffee Association’s terms.

You must sign the Sale Contract via electronic means within 60 minutes following delivery of the applicable Affirmation: (i) if a Buyer, having your Offer accepted by the Seller; or (ii) if a Seller, having the price and quantity offered on your listing accepted by a Buyer. Once the Sale Contract is fully executed, any trade cancellations related thereto are subject to mutual consent and/or arbitration for losses under the terms of the applicable GCA or ECFA. Failure of both parties to sign the Sale Contract will cause the agreement to buy or sell the Beans (as the case may be) arising from use of the Platform to become void and neither the Buyer nor the Seller shall be liable to the other for such failure to sign the Sale Contract. If you fail to sign three Sale Contracts as required by this Section 7 (Contract of Sale) within a three-month period, we may temporarily suspend your access to your Account for one month, following which failure to sign another Sale Contract as required by this Section 7 (Contract of Sale) may result in your Account being suspended for six months.

By signing this Agreement, you consent to the use of Escrow.com as settlement agent (“Settlement Agent”) and you agree to use the Settlement Agent’s settlement service terms in relation to the Sale Contract (the “Settlement Agreement”). You must enter into a Settlement Agreement with Settlement Agent at the time of delivering your User Registration Form on the Platform.  Among other things, under the terms of the Settlement Agreement the Settlement Agent is permitted to share your private and/or proprietary information with us and to identify Kaffea as a “Broker” (including for purposes of charging “Broker Fees”) to you under the terms of the Settlement Agreement.  The Settlement Agreement will be used for each Sale Contract. You will be liable to the Buyer or the Seller (as the case may be), for any direct losses arising and to each of us and the Settlement Agent for any Escrow Fees and Broker Fees (as each is defined or used in the  Settlement Agreement), or for similar fees (e.g., Transaction Fees) which would be payable by each of the Buyer and the Seller on the date of full execution of the applicable Sale Contract and/or Settlement Agreement whether or not such related trade results in its final settlement under the terms of the Settlement Agreement. Such fees will be paid by our or the Settlement Agent (as the case may be) drawing against your credit card or other method of payment on file with us or the Settlement Agent (as the case may be), or otherwise provided in the Settlement Agreement. The Settlement Agent is an independent third-party providing settlement services to the Buyer and the Seller pursuant to the Settlement Agreement and is neither owned directly nor indirectly by us or our affiliate. You acknowledge and agree that we are permitted to act in a permitted share with the Settlement Agent any information necessary to assist in closing the Sale Contract, including but not limited to our providing such information, authorizations, approvals, confirmations and other instructions to Settlement Agent, on your behalf, as we shall deem reasonable in order to coordinate and synchronize together the terms of each of this Agreement, the Sale Contract and the Settlement Agreement, such that the terms of this Agreement and the Sale Contract are honored to the fullest extent as we deem reasonably necessary in connection with the sale and purchase of Beans on the Platform through use of the settlement process made available under the terms of the Settlement Agreement.

In the event that the Settlement Agent suspends or terminates your use of the settlement process provided under the terms of the Settlement Agreement, for any or all transactions using such settlement process, or otherwise suspends or terminates the Settlement Agreement with respect to you as a party thereto, in addition to any penalties or other actions which may be levied against you under the terms of the Settlement Agreement, the following shall apply: (i) notwithstanding such suspension or termination, you shall continue to be obligated to pay to us any fees or other charges incurred under the terms of this Agreement or the Sale Contract incurred by you prior to such suspension or termination (including but not limited to any Broker Fee or other Transaction Fee); and (ii) your rights as a User to be a Buyer or Seller on the Platform, and your Account required to use the Platform, shall be automatically and immediately suspended upon our receipt of written notice, with respect to the suspension or termination of your rights under the Settlement Agreement as described above, from the Settlement Agent or from any other source that we, acting reasonably, deem reliable.  Your rights as a User to be a Buyer or Seller, and your right to have or use an Account, shall be restored upon the earlier of (x) our receipt of written notice from the Settlement Agent that termination or suspension of your rights to use the settlement process provided under the Settlement Agreement has terminated and (y) restoration by us of your rights to be a Buyer or Seller on the Platform and to have or use an Account.  In the event of any conflict between any of the terms of this Agreement, on the one hand, and the terms of any of the Sale Contract or the Settlement Agreement, on the other hand, the terms of the Sale Contract or the terms of the Settlement Agreement as applicable shall prevail and control. In the event of any conflict between any of the terms of the Sale Contract and the Settlement Agreement, the terms of the Settlement Agreement shall prevail and control.

The entire purchase price (the “Purchase Price”) as stated in the Affirmation and the Sale Contract shall be deposited by the Buyer into the settlement account maintained by the Settlement Agent (the “Settlement Account”) within two Business Days of the date of execution of the Sale Contract. The Purchase Price shall be held in the Settlement Account until three Business Days after confirmation by the Seller or the Seller’s warehouse, on behalf of the Seller, of delivery readiness of the subject Beans, allowing for inspection of the subject Beans.  Three Business Days after confirmation of delivery readiness, the Purchase Price in the Settlement Account will be transferred to the Seller pursuant to the terms of the Settlement Agreement. The Buyer has up to 3 Business Days from the delivery of the subject Beans to the Buyer in which to initiate dispute or arbitration proceedings with respect thereto under the terms of the applicable GCA or ECFA.

For purposes of this Agreement, a trade is considered delivered and fulfilled by the Seller when, for domestic trades, the Seller’s warehouse confirms that the subject Beans are ready for transport to the Buyer; and, for international trades, when the Seller provides the Buyer with a ProForma invoice, a phytosanitary certificate, a legible copy of a bill of lading (BL) containing the container number/identification, port of origin, shipping company name, vessel name, trip/voyage code, information of the primary recipient of the container at the port of destination, certificate of origin, and certificate of weight. A “domestic trade” is one in which the Buyer and the subject Beans are located in the same country. An “international trade” is one in which the subject Beans are warehoused outside the country of delivery, as specified in the Sales Contract.

Upon both the Buyer and the Seller entering into a Sale Contract and the associated Settlement Agreement, we will notify the relevant warehouse or storage facility storing the relevant Beans to prepare the Beans for collection by, or delivery to, the Buyer in accordance with the terms of the Sale Contract.

8. Researchers

This Agreement will apply to Buyers, Sellers and all other Users (e.g., academics and coffee industry participants other than Buyers and Sellers desiring to access historical pricing information available on or through the Platform). All Users of the Platform, regardless of the way in which they want to access and use the Platform, must register and become Users in accordance with the terms of this Agreement. By operation of the Platform, we will be able to detect which Users have subscribed for the ability to buy and sell Beans on the Platform—having paid the applicable Fees (as defined below)— and which Users have not so subscribed and paid. In accordance with the provisions of Section 11 (Proprietary Rights), no User is permitted to distribute or have distributed data made available on or through the Platform as a stand-alone commercial service or to use any data made available on or through the Platform in any manner in violation of the terms of such Section 11 (Proprietary Rights).

9. Fees

The fees we charge Users (including Buyers and Sellers) for using the Platform (the “Fees”) are listed on the Pricing page. We may change our Fees from time to time by posting the changes on the Site no less than 14 days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees.

By operation of the Platform, we will keep track of the volume of trades conducted under each User’s subscription level. Once the designated annual trade volume referenced in your subscription is reached, your ability to trade will be suspended until you accept and confirm an upgrade to your existing subscription or the date of the annual renewal of your subscription, whichever is earlier. We will notify you if you reach 80% of the applicable trade volume limits. You are liable for Fees for maintaining your Account and for matters arising out of all sales of Beans, and use of our Services and/or the Platform, even if sales terms are finalized or payment is made outside of the Platform. In particular, if you offer or reference your contact information or ask a Buyer or a Seller (as the case may be) for their contact information in the context of buying or selling Beans outside of the Platform, you may be liable to pay a final value fee applicable to those Beans, even if those Beans don’t sell, given your usage of our Platform for the introduction to a such Buyer.

You must pay all Fees and applicable taxes associated with your use of the Platform by the payment due date. By illustration: (i) Transaction Fees payable to Kaffea that are related to trades affirmed through the Platform become payable on the later date on which both the relevant unrevoked Affirmation and the applicable fully executed Sale Contract is given to the Settlement Agent, whether or not such related trade results in its final settlement under the terms of the Settlement Agreement, and (ii) such Transaction Fees will be paid to Kaffea out of the funds deposited in escrow by the Buyer under the terms of the applicable Settlement Agreement. If your payment method fails or your Account is past due, we may place restrictions on your Account. Kaffea reserves the right to charge the User’s payment method of record for any past due obligations owed to Kaffea under the terms of this Agreement.

10. Term and Termination

The term of this Agreement shall begin on the date that it is executed by the User by accepting the box below (the “Effective Date”) and shall continue for a one year (the “Term”). Unless we or you gives notice of termination of this Agreement within 30 days prior to the end of the Term, this Agreement and your rights and obligations as a User hereunder shall automatically renew for the succeeding one-year period and for each successive one-year period thereafter (each a “Renewal Term”), with Kaffea’s then-current Fees being payable by you during any Renewal Term, commencing on the first anniversary of the Effective Date and on each successive anniversary of the Effective Date thereafter, as applicable, until one party gives notice to the other party of non-renewal not less than 30 days prior to commencement of the succeeding Renewal Term (with each successive Renewal Term being deemed a part of the Term). If a timely cancellation notice is not given by you, Kaffea will charge your payment method of record for all applicable annual Fees relating to the succeeding Renewal Term on or prior to commencement of such Renewal Term.

We or you (as applicable), may terminate this Agreement effective immediately if: (i) we or you are found in breach of this Agreement; (ii) representations made by you in this Agreement or the Terms of Service are or become false or misleading; (iii) we determine that it is necessary to protect the Platform or other portions of the Site from abuse or material harm, degradation of the Site and/or auction integrity; or (iv) we determine that continued access by you will contravene any local, state, federal, provincial, national or international law or regulation. If either we or you terminate this Agreement, the other party shall be given prompt written notice thereof.

Upon the effective date of termination or expiration of this Agreement: (i) you shall immediately cease use of the Platform and all Services; (ii) all rights granted to you shall terminate; and (iii) you shall return to us all copies of the our Confidential Information (as defined below) in a readable digital format on a timely basis (except that you may retain a copy of the Confidential Information to the extent required by regulatory requirements and/or to comply with your internal recordkeeping procedures); and (iv) we may retain any of your Confidential Information in accordance with our information retention policies, following which we shall delete your Confidential Information, provided that we may retain your Confidential Information indefinitely on an anonymized basis for the purposes of analytics, research or any other purpose to improve the Platform or the Services as provided to Users.

11. Proprietary Rights

As between us and you, the Platform, the Services and all elements thereof or otherwise of the Site, including corrections, bug fixes, enhancements, updates or other modifications, whether made by you, us or any third party, are and shall remain our sole and exclusive property or the property of our licensors, including: (i) all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto; and (ii) the information made available through, and/or generated by, the Platform and the Services. You acknowledge that the foregoing materials have been developed through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money, and constitute our valuable intellectual property and trade secrets or that of our licensors. You agree to protect our proprietary rights and those of our licensors in such materials during and after the Term. You will not, at any time, during or subsequent to the Term, do or cause to be done, any act or thing contesting or in any way impairing or intending to impair any part of such proprietary rights, titles and interests in such materials used for the Platform or the Services, or for any other third party using the Platform or the Services, such as copy, reproduce, reverse engineer, alter, modify, decompile, disassemble or otherwise attempt to derive source code from, create derivative works from, distribute, or publicly display any content (except for your information) or software from the Platform or our Services without our prior express written permission or that of the appropriate third party, as applicable, except in accordance with permitted uses under applicable law.

You shall use reasonable business efforts to promptly notify us of any and all infringements or otherwise unauthorized uses of the Platform or Services by third parties which come to your attention. You further agree to cooperate fully, at our expense, with us in the procurement and maintenance of any protection of our rights to the Platform or Services, and we, if we so desire, may in furtherance thereof commence or prosecute any claim or suits. We shall have the sole right to determine whether or not any legal or other action shall be taken with respect to any possible infringements or misuses, and you shall not institute any suit or take any action whatever on account of any such infringements or misuses without first obtaining our written consent to do so, which we may grant or withhold in our absolute discretion.

We warrant, to our knowledge, that the provision of the Platform and Services will not infringe or contribute to the infringement of any third party intellectual property rights, and we agree to indemnify and hold you harmless from and against any claims, demands, actions, costs, expenses (including but not limited to legal costs on a full indemnity basis), losses or damages arising from any breach of this warranty. You warrant, to your knowledge, that your use of the Platform, including any information you publish on the Platform, will not infringe or contribute to the infringement of any third party intellectual property rights, and you agree to indemnify and hold us harmless from and against any claims, demands, actions, costs, expenses (including but not limited to legal costs on a full indemnity basis), losses or damages arising from any breach of this warranty.

You grant us a perpetual, non-exclusive, non-assignable and non-transferable, world-wide, irrevocable, royalty-free, fully paid-up license to use, reproduce, display, compile, modify and create derivative works (which are the exclusive property of Kaffea) of the information and data supplied by you to the Platform and to any performance of Services. You represent and warrant that use or delivery of this information and data by you and us: (i) does not violate any copyright, patent, trademark or trade secrets law or other applicable law or regulation; (ii) is not an infringement of any kind of rights of any third party; and (iii) does not constitute defamation or invasion of the right of privacy or publicity.

You acknowledge that we may sell anonymized market data products incorporating listed asking prices, open bids, and executed prices from Users of the Platform and agree that nothing in this Agreement interferes with or will be deemed to interfere with our right to sell market data products.

12. Representations, Disclaimers and Indemnities

You represent and warrant that you: (i) have the full right, power and authority to execute this Agreement and that such execution and performance of this Agreement does not conflict with or cause a default or breach under any agreement to which you are a party; (ii) in using the Platform or Services: (a) have provided and/or published only true, accurate and correct information; (b) have the right and authority to supply us with any information that you disclose to us; and (c) are not in breach of any confidentiality obligations owed to any third parties in disclosing information to us; (iii) shall not direct or instruct any unauthorized parties to gain access to the Platform or Services and shall provide reasonable security measures to protect against unauthorized usage of or access thereto; (iv) shall not rent, lease, sublicense, distribute, transfer, copy or modify the Platform or Services or any component of either; (v) shall only use the Platform or Services for its own business purposes and not in the operation of a service bureau or for the benefit of any other person or entity; (vi) shall not translate, decompile, or create or attempt to create, by reverse engineering or otherwise, the source code from the object code made available hereunder; (vii) shall not adapt the Platform or Services in any way or use either to create a derivative work (for the avoidance of doubt, a report prepared and used in conformance with applicable law is not a derivative work); (viii) shall not remove, obscure, or alter our proprietary notices, legends, trademarks, or other proprietary rights notices affixed or contained on the Platform or Services; (ix) shall not use the Platform or Services in any manner that (a) infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, (b) constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious, or (c) violates any applicable international, federal, state, provincial, national, or local law, rule, legislation, regulation, order or ordinance, including without limitation the Communications Decency Act of 1996, as amended and the General Data Protection Regulation, (Regulation EU2016/679); (x) shall not use the Platform or Services for any illegal, obscene, offensive or immoral purpose, or to transmit communications described in 47 U.S.C. Section 223(b); (xi) shall (a) comply fully with any relevant United States export controls, and (b) obtain all licenses and approvals required under applicable export laws and regulations, in connection with its use, the Platform or Services; (xii) shall not alter, limit, or disrupt our security protections, the Platform or its servers or networks, or the Services; (xiii) shall not disclose any data or compilations of data made available to you by us, or the Platform or the Services, or without our express written consent or as specifically authorized under this Agreement; and (xiv) you shall not alter the data or information supplied to or received from the Platform or the Services, or materially affect the integrity of such information.

We represent and warrant that we have the full right, power and authority to execute this Agreement and that such execution and performance of this Agreement does not conflict with or cause a default or breach under any agreement to which we are a party.

THE PLATFORM AND THE SERVICES ARE PROVIDED STRICTLY ON AN “AS IS” BASIS. USE OF THE PLATFORM AND THE SERVICES BY YOU IS ENTIRELY AT YOUR SOLE RISK. KAFFEA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE CONCERNING THE PLATFORM OR THE SERVICES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AS TO CONDITION, QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. KAFFEA MAKES NO WARRANTY THAT THE PLATFORM OR THE SERVICES WILL CONFORM TO ANY DESCRIPTION THEREOF OR BE FREE OF OMISSIONS, ERRORS OR DEFECTS. WITHOUT LIMITATION OF THE FOREGOING, THE DATA AND INFORMATION PROVIDED BY KAFFEA TO THE USER MAY BE INCOMPLETE OR CONDENSED AND IS FOR INFORMATION PURPOSES ONLY AND ARE FURNISHED AS PART OF A GENERAL SERVICE, WITHOUT REGARD TO USER’S PARTICULAR CIRCUMSTANCES. KAFFEA DOES NOT MAKE AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR, THE CONTENT OR ACCURACY OF THE INFORMATION ACCESSIBLE THROUGH THE PLATFORM OR THE SERVICES, INCLUDING ANY INFORMATION OBTAINED FROM THE USER OR ANY OTHER THIRD PARTIES OR SUBMITTED FOR INCLUSION ON THE PLATFORM OR AS PART OF THE SERVICES BY ANY OTHER USERS OF THE PLATFORM OR THIRD PARTIES. NOTWITHSTANDING THE FOREGOING, IF KAFFEA BECOMES AWARE THAT INFORMATION PROVIDED BY THIRD PARTIES OR GENERATED FROM SOFTWARE PROVIDED BY THIRD PARTIES IS INCOMPLETE OR INACCURATE, KAFFEA WILL NOTIFY THE USER AND MAKE COMMERCIALLY REASONABLE EFFORTS TO CORRECT OR TO ASSIST SUCH THIRD PARTY TO CORRECT SUCH INACCURACIES.

KAFFEA DOES NOT WARRANT OR ENSURE THAT THE PLATFORM OR THE SERVICES WILL BE FREE FROM DELAYS, INACCURACIES, ERRORS, INTERRUPTIONS, OMISSIONS, LOST DATA OR DEFECTS, WHETHER HUMAN OR MECHANICAL. KAFFEA WARRANTS THAT IT SHALL ACT ON ANY DEVIATIONS, FAULTS OR DEFECTS IN THE PLATFORM OR THE SERVICES OR ANY LICENSED SERVICES UPON DISCOVERY OR NOTIFICATION AND SHALL USE REASONABLE EFFORTS TO REMEDY THEM PROMPTLY AND TAKE COMMERCIALLY REASONABLE STEPS TO ENSURE THAT ANY OR ALL PERSONNEL ASSIGNED TO PERFORM ANY SERVICES WILL HAVE THE PROPER SKILL, TRAINING AND EXPERIENCE TO PERFORM IN A PROFESSIONAL MANNER.

THE USER ACKNOWLEDGES THAT ANY LINKS TO OTHER SITES AND RESOURCES ON THE INTERNET OFFERED THROUGH THE PLATFORM OR THE SERVICES ARE PROVIDED AS A CONVENIENCE AND FOR INFORMATIONAL PURPOSES ONLY. KAFFEA BEARS NO RESPONSIBILITY FOR THE QUALITY OF INFORMATION PROVIDED THROUGH OTHER SITES AND COMPUTER SYSTEMS. PROVIDING A LINK TO OTHER SITES SHOULD NOT BE CONSTRUED AS AN ENDORSEMENT OR APPROVAL BY KAFFEA OF SUCH SITES OR THE OPINIONS OR INFORMATION EXPRESSED OR CONTAINED THEREON.

THE PARTIES AGREE, WITHOUT LIMITATION, THAT KAFFEA SHALL NOT BE LIABLE FOR LOSSES RESULTING FROM THE ACTIONS OF ANY OTHER PARTY. KAFFEA SHALL NOT BE LIABLE FOR LOSSES RESULTING FROM ACTING IN ACCORDANCE WITH THE WRITTEN INSTRUCTIONS OF THE USER OR KAFFEA’S FAILING TO ACT IN ACCORDANCE WITH INSTRUCTIONS OF THE USER THAT ARE UNLAWFUL OR UNREASONABLE. IN NO EVENT SHALL KAFFEA BE LIABLE TO THE USER AND OR ANY OTHER PERSON ON BEHALF OF THE USER FOR THE ACCURACY OF THE PLATFORM OR THE RESULT OF USE OF THE SERVICES OR OF ANY OF THE INFORMATION SUPPLIED TO IT, OR FOR ANY DELAYS, INACCURACIES, ERRORS, INTERRUPTIONS, OMISSIONS OR DEFECTS IN THE FURNISHING OF THE PLATFORM OR THE SERVICES, OR FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF KAFFEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING LIMITATION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THE PARTIES AGREE THAT THE ENTIRE COLLECTIVE LIABILITY OF KAFFEA AND ITS LICENSORS FOR ANY CLAIM ARISING HEREUNDER (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) SHALL BE TERMINATION OF THIS AGREEMENT.

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes (the “Release”). IN ENTERING INTO THIS RELEASE, YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

We do not guarantee: (i) the performance of the Sale Contract; (ii) the performance of the Settlement Agreement; or (iii) the quality of the Beans that are the subject of the Sale Contract. We are not directly or indirectly a party to or a participant in any Sale Contract or Settlement Agreement (other than solely with respect to the payment of our fees as identified in the Settlement Agreement) entered into in connection with any sale of goods conducted through or on the Platform. Accordingly, we are not liable to any person for failure of any person bidding, offering, or entering into a trade or transaction to perform its obligations under the trade or transaction or for the failure of settlement of the trade or transaction.

We hereby indemnify you, each of your officers, employees, shareholders and affiliates (together, “User Indemnitees”) for all damages awarded and/or costs (including attorneys’ fees) imposed as a result of a final judgment or settlement of a third-party intellectual property infringement claim initiated against a User Indemnitee as a direct result of such User Indemnitee’s permitted use of the Platform and Services, provided these costs were not caused by negligence, fraud or willful misconduct of such User Indemnitee. Should a third party claim that its intellectual property rights are infringed and initiate proceedings against a User Indemnitee as a direct result of such User Indemnitee’s use of the Platform and Services, the User Indemnitee shall notify us of this fact in writing as soon as reasonably practicable (but the failure to do so shall not relieve us of any liability hereunder except to the extent we have been materially prejudiced therefrom). We shall have the sole right to defend and settle any such claims. The User Indemnitee shall be obligated to provide full support to us in order to successfully defend such third -party claims, at our expense by providing among other things all necessary information and documents.

You hereby indemnify and hold at our expense us, our licensors, officers, employees, shareholders and affiliates (together, the “Kaffea Indemnitees”) harmless from and against any claims, liabilities, judgments, losses, damages, and expenses (including, but not limited to, attorney fees, legal fees and court costs) incurred by the Kaffea Indemnitees as a result of: (i) breach by you of this Agreement; (ii) misuse or reliance on any information available on the Platform or through our provision of the Services; and (iii) any claim or proceeding by third parties against the Kaffea Indemnitees arising out of your use of the Platform in a manner inconsistent with this Agreement or resulting from any inaccuracy in or the Services breach of any representation, warranty, covenant or agreement set forth in this Agreement.

13. Legal Disputes

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 the Disputes with Kaffea section contained in the Terms, as amended from time to time; provided, that any claim or dispute at law or equity that has arisen or may arise between you and Escrow.com under the terms of the Settlement Agreement will be resolved in accordance with the provisions of the Settlement Agreement.

14. Confidentiality

“Confidential Information” shall include, with respect to Kaffea, any information provided by us, including, without limitation, usernames and passwords, information about the Settlement Agent and their services and associated fees and our proprietary programs and software. “Confidential Information”, with respect to the User shall include all information entered onto the Platform and provided to us in connection with use of the Services including, but not limited to, your organizational information and information relating to any Beans bought or sold on the Platform, names of prospective buyers, prospective Beans, consultants with whom you have business meetings or relationships any communications with us or any other User, any documents stored on the Platform, and any financial information, strategy or information concerning your business, operations, services, systems, and management structure and technology.

Each party agrees that during the Term and for a period of three years thereafter, except as permitted under this Agreement or as required by law, the Confidential Information of the other party will be kept confidential and will not be disclosed to third parties, except that (i) each party may disclose all or portions of the Confidential Information (with the exception of usernames and passwords) to its Authorized Persons and (ii) we may disclose Confidential Information to our licensors, directors, officers, employees, agents, affiliates, representatives and advisors of Kaffea (“Kaffea Representatives”) for the purpose of providing any services under the terms of this Agreement. We shall inform the Kaffea Representatives and you shall inform your Authorized Persons of the confidential nature of all Confidential Information and shall direct the Kaffea Representatives and the Authorized Persons to treat such information confidentially and otherwise to comply with the terms of this Agreement. We shall be responsible for any breach of this Agreement by us and any of the Kaffea Representatives and you shall be responsible for any breach of this Agreement by you and any of your Authorized Persons. Each party will, at its sole expense, use its good faith reasonable efforts (including, but not limited to, court proceedings) to restrain the unauthorized disclosure or use of Confidential Information.

Confidential Information shall not include information which: (i) is already lawfully in the other party’s possession on a non-confidential basis; (ii) is or becomes generally available to the public other than as a result of an unauthorized disclosure by the receiving party; (iii) becomes available to the receiving party from a source other than the disclosing party, and which source is not actually known by the receiving party to be under any obligation of confidentiality with respect to such information; or (iv) is independently developed by the receiving party from information which is not considered Confidential Information. In the event either party is compelled to disclose any of the other party’s Confidential Information by subpoena or any other form of compulsory process of any court, administrative, investigatory or legislative body, or any other persons or tribunal purporting to have authority to seek such information by compulsory process, or if Confidential Information is sought by a regulatory agency’s inquiry, that party shall: (I) provide the minimum Confidential Information permitted to comply with such compelled disclosure; (II) prior to such disclosure the party subject to the order shall, to the extent lawfully permitted, give notice to the other party to permit the other party to seek a protective order requiring that the Confidential Information be kept confidential; and (III) shall inform the other party of the Confidential Information it has disclosed in compliance with the compelled disclosure, to the extent lawfully permitted.

Notwithstanding anything contained herein: (i) you may refer to us and describe the Platform and your use of it in your marketing materials; and (ii) with your prior consent, we may advertise or publicly announce you are a user of the Platform, or otherwise use any trade name, trademark, service mark or other information which identifies you in our marketing and publicity activities.

15. Conflicts of Interest

We shall take appropriate steps to ensure that neither us or our officers, directors, agents or employees are placed in a position where there may arise an actual conflict of interest, or a potential conflict, between the pecuniary or personal interests of the officer, director, agent or employee and the duties owed to our customers and Platform participants under the provisions of this Agreement.

16. General

You may not assign, delegate or otherwise transfer this Agreement or any rights or obligations thereunder without our prior written approval. We may assign or transfer this Agreement and/or any rights and/or obligations thereunder to an affiliate, successor, or acquiring entity upon notice to User, without User’s consent. In such an event, the User will remain bound by this User Agreement. This Agreement shall bind each party’s respective successors and permitted assignees.

The parties acknowledge and agree that monetary damages may not be an adequate remedy for any breach of this Agreement and that the non-breaching party shall be entitled to equitable relief, including injunctions and specific performance, Such remedies shall not be deemed to be the exclusive remedies for a breach or threatened breach by a party of this Agreement but shall be in addition to all other remedies available at law or equity. Each party further agrees to waive any requirement for the posting of a bond in connection with any such equitable relief. Failure by us or you to enforce any rights under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver of breach in any one or more instances be construed as constituting a continuing waiver or as a waiver in other instances. Without prejudice to any of either party’s rights under this Agreement, neither party shall be liable nor deemed in default for any failure or delay in performance under this Agreement (other than User’s payment obligations) due to any event reasonably outside of the control of that party, such as a declared state of emergency, cyberattacks, regulatory interventions, or system-wide technical failures.

For the purposes of this Agreement, a reference to “Business Day” means any day that is not a Saturday, Sunday or a day on which banks in New York are closed.

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day; (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications to you will be sent to your address or e-mail address provided when creating your Account, or any address as subsequently modified in your Account. All communications to be sent to us must be sent to Kaffea-X, Inc., 225 West 34^th Street, Floor 9, New York, NY 10122, USA, or to Legal_Notices@Kaffeax.com. Each party consents to notice by electronic transmission at the email address provided.

We will provide you with 14 days’ notice by posting any amended terms of this Agreement on the Site. Additionally, we will notify you by email. Thereafter, your continued access or use of our Platform and Services constitutes your acceptance of the amended terms. We will also ask you to acknowledge your acceptance of this Agreement through an electronic click-through. This Agreement may not otherwise be amended except through mutual agreement by you and a Kaffea representative who is duly authorized to agree to such an amendment. Any obligation under this Agreement can only be waived by a written instrument signed by both parties. This User Agreement, along with the Terms, the Privacy Policy, the Sale Contract, the Settlement Agreement, the User Registration, the Help Center Documents, and the Rule Book, and any other policies adopted by us and published on the Site from time to time, constitutes the entire agreement between the parties with respect to the connection with and use of the Platform and the Services. This Agreement replaces all prior user agreements related to the User’s use of the Platform and Services. If any provision of this Agreement is held to be unenforceable, in whole or in part, that holding will not affect the validity of the other provisions of this Agreement. Nothing contained in this Agreement is to be construed as creating a partnership, joint venture, or other contractual relationship between the parties. Headings used in this Agreement are for convenience only and do not form a part of this Agreement and do not in any way modify, interpret, or construe the intentions of the parties. This Agreement shall be governed by the laws of the State of New York, USA, without regard to conflicts of laws provisions. By using the Platform and Services, or acting as a Buyer or Seller, you expressly agree to the governing law and venue provision of this Agreement, irrespective of the state or country in which you reside. Each of the parties hereby disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Beans.