Farm Associate – Customer Terms & Conditions

1. Accepting These Terms

1.1 Key definitions

"Affiliates" means any person or entity that controls, is controlled by, or is under common control with Farm Associate Canada Inc.

"Customers" means any person or business using the Services to request quotes, connect with Vendors, or source agricultural products. Buyers may include farmers, resellers, processors, distributors, restaurants, retailers, manufacturers, exporters, etc. A Buyer is not limited to farmers.

"Sellers," "Vendors," and "Wholesalers" mean any person or business using the Services to list, market, describe, or offer agricultural products or related services. This includes farmers, cooperatives, exporters, distributors, brokers, aggregators, and bulk/wholesale suppliers.

For clarity: in these Terms, "Seller," "Vendor," and "Wholesaler" mean the same thing and carry the same obligations. See Section 23.3.

"Farm Associate Properties" means our website, dashboards, messaging tools, lead forms, analytics, promotional placements, and any other features we make available through our web and mobile properties.

"Material" includes text, data, listings, specifications, certifications, origin info, photos, video, audio, music, graphics, logos, and other content or materials.

"Your Content" means any Material you submit, upload, publish, transmit, or otherwise make available to us or through the Services.

"Your Trademarks" means trademarks, trade names, service marks, logos, or branding you submit or make available to us.

"Users" means all people or entities that access or use the Services, including Buyers and Sellers/Vendors/Wholesalers.

Whenever these Terms say "Farm Associate," "we," "us," or "our," that means Farm Associate Canada Inc., its Affiliates, and our respective officers, directors, agents, and employees, operating in Canada (including Québec).

1.2 Who we are (and what we do)

Farm Associate ("Farm Associate," "we," "us," or "our") is a lead and introduction service.

We help connect you with sellers, vendors, distributors, wholesalers, farms, cooperatives, and other suppliers of agricultural products ("Vendors").

What we do:

• We let you submit what you're looking for.
• We show you Vendor listings and product info.
• We help you get in touch with Vendors.

What we do not do:

• We do not sell agricultural products.
• We do not buy agricultural products.
• We do not take or hold payment on behalf of any Vendor.
• We do not arrange delivery, logistics, or customs.
• We do not guarantee product quality, safety, freshness, quantity, or legality.
• We do not guarantee that a Vendor will respond to you or deliver on time.

When you contact a Vendor (or a Vendor contacts you), any conversation, quote, order, invoice, contract, payment, delivery, or refund is strictly between you and that Vendor. Farm Associate is not a party to that deal.

2. Registration and account

2.1 Why you register

You register with Farm Associate so we can match you with Vendors and send your inquiry to them. That's it.

2.2 Your information

You agree that any information you provide (your name, business info, contact details, product requirements, etc.) is true, accurate, and not misleading.

2.3 Your account security

You are responsible for anything done under your account. Keep your login secure and tell us right away if you believe someone else is using your account without permission.

3. No warranties on products or Vendors

3.1 Vendor responsibility

Each Vendor is fully and solely responsible for:

• the accuracy of their product descriptions,
• pricing and terms,
• legal compliance (including safety, labeling, quality, import/export, and storage),
• order fulfillment, packing, shipping, customs, and delivery,
• refunds, returns, credits, or replacements (if any).

3.2 You accept the risk

Agricultural products can spoil, arrive late, arrive short, arrive damaged, or fail inspection. By using the Services, you understand and accept that risk. You agree that Farm Associate is not responsible for:

• product quality, safety, freshness, or compliance,
• late or missing deliveries,
• damage or spoilage during transit,
• customs delays or rejections,
• any other issue related to the product or delivery.

3.3 No guarantee

We do not guarantee that any Vendor will meet your quality standards, legal requirements, timelines, or price targets. We do not screen, audit, or certify every Vendor.

4. No payment handling

You agree and understand that Farm Associate:

• does not collect payment from you on behalf of any Vendor,
• does not send payment to a Vendor for you,
• does not offer escrow,
• does not verify that payment was received,
• does not handle chargebacks.

All money, invoices, deposits, letters of credit, refunds, credits, or adjustments are strictly between you and the Vendor.

5. No refunds from Farm Associate

5.1 No refund obligation

Farm Associate is not responsible for issuing refunds, reimbursements, credits, discounts, or chargebacks of any kind for products, shipping, taxes, duties, storage, brokerage, inspection, or anything else related to your deal with a Vendor.

5.2 Vendor-only refunds

If you want a refund, replacement, or credit for product quality, delivery problems, shortage, contamination, etc., you must take that up directly with the Vendor. Any refund or return policy is the Vendor's policy, not ours.

5.3 Service complaints to us

You are allowed to email us at [support@farmassociate.com] to report a Vendor problem. We may review or keep this on record to protect future users.

However:

• emailing us does not mean we will get you a refund,
• emailing us does not make us financially responsible,
• emailing us does not create any legal duty for us to resolve the dispute.

We are not liable for any money you believe you are owed by a Vendor.

6. "No Contact, No Liability"

If you have an issue with a Vendor and you do not tell us, then you agree that Farm Associate has no responsibility at all for that issue.

If you do tell us, we may choose (but are not required) to:

• review the Vendor's account,
• warn or suspend that Vendor,
• document the complaint.

We are not required to solve the dispute or recover money for you.

7. Your use of Vendor information

7.1 Vendor info is for you, not for resale

When we show you Vendor contact information or send you Vendor details, you are allowed to use that information only to explore doing business with that Vendor.

You agree you will not:

• resell Vendor contact lists,
• scrape or harvest Vendor data to build your own competing database or marketplace,
• spam Vendors.

7.2 Respect confidentiality

You agree not to publicly post private Vendor contact details, pricing quotes, or documents unless you have their permission or are legally required to disclose.

8. Your conduct

You agree you will not:

• post false or misleading requests,
• pretend to be another company or user,
• request illegal products or products you are not legally allowed to import, handle, store, or resell,
• use the Services to harass, threaten, or abuse Vendors or Farm Associate staff,
• upload malware or attempt to hack, probe, or disrupt the Services.

We can suspend or close your access if we believe you're abusing the platform or creating legal, safety, or reputational risk.

9. Data and privacy

9.1 Our privacy practices

We collect and use certain personal information (like your name, contact details, and what you're sourcing) to run the Service, match you with Vendors, and contact you. For full details on how we collect, use, disclose, protect, and store your personal information — and your rights under Canadian law and Québec's Law 25 (including access, correction, withdrawal of consent, and breach notification obligations) — please see our Privacy Policy.

9.2 Vendor access to your info

When you ask about a Vendor's product, we may share your contact information and request details with that Vendor so they can follow up with you.

That Vendor is only allowed to use your information to respond to your request. They are not allowed to sell, rent, spam, or misuse your personal information for unrelated marketing without your explicit consent. Misuse of your information is a serious violation and can get them suspended.

9.3 We are not responsible for Vendor misuse

We require Vendors to respect privacy laws and not misuse users data. If a Vendor misuses your data, you can report them to us at [support@farmassociate.com], and we may suspend them.

But Farm Associate is not financially liable to you for that misuse, unless such liability is required by non-waivable Canadian or Québec privacy law.

10. Limitation of liability

To the fullest extent allowed by law:

• Farm Associate is not responsible for indirect, incidental, special, consequential, aggravated, punitive, or exemplary damages, including lost profits, lost opportunity, lost savings, loss of business, or loss of reputation.
• Farm Associate is not responsible for:
  • product quality, safety, legality, certifications, origin, storage, refrigeration, labeling, or suitability;
  • late, missing, spoiled, damaged, substituted, or counterfeit product;
  • customs delays, seizures, or rejections;
  • Vendor non-performance, non-delivery, or breach of contract;
  • payment disputes, non-payment, chargebacks, or credit issues between you and a Vendor;
  • refunds or returns of any kind.

Some provinces/territories limit how much liability you can waive. If any part of this section is not allowed where you live, the rest still applies to the maximum extent permitted by law.

11. Governing law and disputes

These Customer Terms are governed by the laws of the Province of Québec and the federal laws of Canada that apply in Québec, without giving effect to conflict of law rules.

If you have a complaint:

1. Contact the Vendor first.
2. If not resolved, email us at [support@farmassociate.com] so we can note the issue.

If a dispute cannot be sorted informally, you agree that the courts located in [Toronto], Québec, Canada have exclusive jurisdiction.

Nothing in these Customer Terms removes any non-waivable rights you may have under Québec's consumer protection laws or other applicable Canadian consumer protection laws.

12. Changes to these Customer Terms

We can update these Customer Terms at any time. If we make material changes, we'll post the updated version on our Website and change the "Last Updated" date.

If you keep using the Services after we post changes, that means you accept the updated Customer Terms. If you don't accept them, you must stop using the Services.

13. Contact us

Questions about these Customer Terms, complaints about a Vendor, or concerns about data misuse?

• Email: [support@farmassociate.com]
• Mail: [NEXA TECHNOLOGY INC.]
• Privacy / Data Misuse: [support@farmassociate.com]