Terms of Service (“Terms”)

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.

“Buyers” / “Customers” means any person or business using the Services to search for, request, purchase, or receive agricultural products. Buyers may include farmers, resellers, processors, distributors, restaurants, retailers, manufacturers, exporters, etc. (“Buyer” is not limited to farmers.)

“Sellers,” “Vendors,” and “Wholesalers” mean any person or business using the Services to list, market, offer, supply, or sell agricultural products. 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 products, features, dashboards, messaging tools, payment rails, analytics, APIs, and other functionality accessible through our website, apps, or other interfaces.

“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 the

se 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 you are contracting with

You are contracting with Farm Associate Canada Inc., having its principal place of business in [INSERT ADDRESS IN QUÉBEC OR ELSEWHERE IN CANADA].

If you access or use the Services on behalf of a business, cooperative, or other organization (for example, a farm co-op, wholesale distributor, or restaurant buyer), you confirm that you have authority to bind that organization to these Terms. In that case, “you” includes both you personally and that organization.

2. What Farm Associate Does (and Does Not Do)

2.1 Platform function

Farm Associate is a marketplace platform. Through the Services:

• Sellers / Vendors / Wholesalers can create product listings, describe product attributes, set prices, advertise availability, negotiate or accept orders, communicate with Buyers, and manage fulfillment.
• Buyers can browse listings, request quotes (including bulk/wholesale), place purchase orders, communicate with Sellers/Vendors, and submit payment.

Buyers can be any party looking for agricultural or farming-related products (not only farmers). (Your pointer 4 is reflected here.)

2.2 Our limited role

Farm Associate is not the grower, producer, legal seller of record, broker of record, or shipper of the products listed on the Services. We generally do not take title to products, do not control quality, grade, safety, or compliance, and do not guarantee delivery timelines. Those responsibilities belong to the Seller/Vendor/Wholesaler. (Your pointer 5 is reflected here.)

When a Buyer places an order through the Services, the contract for sale is directly between the Buyer and the Seller/Vendor/Wholesaler. Farm Associate is not a party to that contract. We act only as:

• a technology provider, and
• where enabled, a limited payment collection and remittance agent (we can collect funds from Buyers and pass through amounts owed to Sellers/Vendors minus applicable platform fees).

Sellers/Vendors/Wholesalers are solely responsible for:

• the truth and accuracy of product descriptions (origin, grade, certifications, etc.),
• legal compliance (including food safety, labeling, import/export paperwork),
• fulfillment, shipping, delivery, storage, cold chain, and traceability,
• honoring any refund/return obligations owed under applicable Canadian and Québec consumer protection laws.

Buyers accept commercial risks such as spoilage, delay, damage in transit, short-weight, or customs delay.

2.3 Privacy and data protection

Your use of the Services is also governed by our Privacy Policy and Cookie Policy. These explain how we collect, use, disclose, store, safeguard, and delete personal information in Canada, including Québec.

Under Canadian federal privacy law (PIPEDA), any private-sector organization that collects, uses, or discloses personal information in the course of commercial activities must:

• explain why it collects the information and get meaningful consent;
• limit collection to what’s necessary for those identified purposes;
• use and disclose the information only for those purposes (unless the individual consents to something else or disclosure is required by law);
• safeguard the information; and
• give individuals access to their personal information and allow them to challenge its accuracy. Wikipedia+4Privacy Commissioner Canada+4Privacy Commissioner Canada+4

Québec’s modernized private-sector privacy law (commonly called “Law 25”) requires, among other things:

• designating a person in charge of personal information (by default, the most senior officer, e.g. CEO, unless another person is formally named and published);
• maintaining a register of confidentiality incidents;
• assessing privacy risks and taking reasonable measures to reduce harm; and
• promptly notifying Québec’s Commission d’accès à l’information (“CAI”) and affected individuals when a confidentiality incident involving personal information presents a “risk of serious injury.” CFIB+4OneTrust+4Légis Québec+4

Please review our Privacy Policy for how to exercise your access / correction rights, how to reach our privacy contact, and how we comply with these obligations.

2.4 Seller/Vendor/Wholesaler obligations to Buyers under Canadian and Québec consumer rules

If you are a Seller/Vendor/Wholesaler, you must follow all applicable consumer protection, labeling, advertising, e-commerce, food safety, packaging, and distance-selling rules in Canada and in Québec.

In Québec, merchants selling online (“distance contracts”) must clearly disclose, before purchase is finalized, details such as:

• their business name and contact information,
• a clear description of the product,
• the total price, including taxes, fees, currency and any delivery costs,
• delivery method and timeline, and
• cancellation terms / return rights.

If legally required information is missing, Québec consumers may gain statutory cancellation rights. Québec’s rules are strict about pre-contract information for online sales. OneTrust+1

You, as a Seller/Vendor/Wholesaler, are solely responsible for meeting these disclosure duties in your listings, invoices, chats, offers, and fulfillment messages.

3. Term and Termination

3.1 Term

These Terms are effective when you first access or use the Services and remain in effect until ended by you or by us.

3.2 When we can suspend or terminate

We may suspend, limit, or terminate your access to the Services (including removing listings, pausing payouts, or blocking new orders) if we believe that:

• you violated these Terms or any other agreement with us,
• you engaged in fraud, illegal conduct, or conduct that could harm Buyers, our reputation, or other Users,
• your activity creates a legal, regulatory, or security risk for us,
• we are required to do so by law, a regulator, or a court.

3.3 When you can leave

You may deactivate your account at any time. You’re still responsible for any open obligations at that moment (for example: pending shipments, refunds owed, unpaid platform fees, disputes).

3.4 Survival

Sections dealing with intellectual property, indemnity, limitation of liability, dispute resolution, governing law, data protection, and any clause that by its nature should survive will continue to apply even after termination.

4. Export Controls and Restricted Use

You may not use the Services for any purpose that violates Canadian or Québec law, including applicable export control, sanctions, food safety, customs, phytosanitary, or import/export documentation requirements. By using the Services, you confirm you are not on any Canadian, Québec, or internationally recognized sanctions/denial lists and will not use the Services for embargoed or prohibited activities.

5. Release and Indemnification

5.1 Release of Farm Associate Canada Inc.

You release Farm Associate Canada Inc., its Affiliates, and their respective officers, directors, employees, and agents (the “Farm Associate Released Parties”) from any claims, demands, damages, disputes, losses, or liabilities that arise from or relate to:

• product quality, grading, description, safety, legality, labeling, origin, shelf life, storage, or transport conditions;
• non-delivery, delay, spoilage, short weight, breakage, customs delay, or rejection;
• refund disputes or chargebacks;
• non-payment or late payment between Buyer and Seller/Vendor/Wholesaler;
• any disagreement between you and another User.

Important (“No Contact, No Liability”): (why buyer contact us for any order?) If you are a Buyer/Customer and you experience a problem with an order and you do not notify Farm Associate, you agree that Farm Associate has no liability for that issue. You must contact us if you expect any assistance. (Pointer 1 is captured here and in Section 23.1.)

5.2 Your indemnification obligations

You agree to defend, indemnify, and hold harmless the Farm Associate Released Parties from and against any claim, liability, damage, loss, cost, and expense (including reasonable legal fees) arising from or related to:

• your breach of these Terms or any other agreement with us;
• your misuse of the Services;
• your violation of any law or third-party right (including intellectual property, privacy, import/export, tax, and consumer protection laws);
• Your Content or Your Trademarks (for example, allegations that your listing is false or infringes rights);
• any dispute between you and any other User (Buyer vs. Seller/Vendor/Wholesaler).

We’ll generally notify you if we seek indemnification and allow you to manage the defense unless you fail to do so or there is a conflict of interest.

6. Disclaimers and Risk

6.1 “As is”

To the fullest extent allowed by Canadian and Québec law:

• The Services are provided “as is” and “as available.”
• We make no promises, representations, warranties, or conditions (express, implied, statutory, or otherwise) about merchantability, fitness for a particular purpose, title, non-infringement, availability, uptime, or accuracy.
• We do not promise that listings are accurate or that Sellers/Vendors/Wholesalers will deliver what they describe.

6.2 Assumption of risk

Agricultural products can spoil, be contaminated, get damaged in transit, be delayed at inspection, or fail to meet expectations. By using the Services (whether you are a Buyer or a Seller/Vendor/Wholesaler), you knowingly assume these commercial, logistical, food-safety, quality, and timing risks. Farm Associate is not responsible for physical injury, illness, loss, or damage arising out of cultivation, handling, processing, shipping, storage, or consumption of any product sold via the platform.

7. Limitation of Liability

To the maximum extent permitted by applicable law:

The Farm Associate Released Parties will not be liable for any indirect, incidental, special, consequential, aggravated, punitive, or exemplary damages, including lost profits, lost opportunities, lost goodwill, or lost data, even if we’ve been advised such damages might occur.

Our total aggregate liability to you for all claims relating to these Terms or the Services will not exceed the greater of:

1. the total platform/service fees (excluding product costs) you paid to Farm Associate Canada Inc. in the three (3) months before the event giving rise to the claim, or
2. [CAD $100 — replace with the amount you choose] .

Some provinces/territories do not allow certain liability limits. Where a restriction is not permitted, that restriction will apply only up to the maximum allowed by that province/territory.

8. Dispute Resolution, Governing Law, and Jurisdiction

8.1 Notify us first

If you have a dispute about an order (quality issue, refund, delivery delay, etc.), you agree to:

• contact the other party (Buyer or Seller/Vendor/Wholesaler) first, and
• if unresolved, email us at [INSERT SUPPORT EMAIL ADDRESS].

We will try (but do not promise) to assist informally.

8.2 Governing law

These Terms and any dispute related to the Services 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.

8.3 Venue / jurisdiction

If a dispute cannot be resolved informally, you agree that the courts located in [INSERT CITY], Québec, Canada have exclusive jurisdiction over any claim relating to these Terms or the Services.

Nothing in these Terms is intended to limit your mandatory rights under Québec’s consumer protection law or other non-waivable Canadian consumer protection laws.

9. License to Use the Services

9.1 Limited license

We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services in Canada (including Québec) only for:

• browsing and evaluating product listings on farmassociate.com,
• creating and managing product listings (if you are a Seller/Vendor/Wholesaler),
• requesting quotes, placing purchase orders, and managing purchases (if you are a Buyer),
• using dashboards, messaging, analytics, payment tools, document upload, and other features we make available.

9.2 Restrictions

You agree you will not:

• copy, modify, translate, create derivative works of, or distribute any part of the Services or our content without our written consent;
• reverse engineer, decompile, attempt to access source code, or circumvent security or payment flows;
• upload malware, conduct penetration testing without authorization, or otherwise interfere with or disrupt the Services;
• scrape, crawl, harvest, or export data from the Services for resale, lead generation, or to build or enhance a competing product, marketplace, or database;
• remove or alter proprietary notices;
• use the Services for illegal, fraudulent, or misleading purposes.

9.3 Ownership

Except for Your Content and Your Trademarks, all content, code, interfaces, design, layout, data structures, analytics, and other elements of the Services are owned by Farm Associate Canada Inc. or our licensors and are protected by Canadian and Québec intellectual property and unfair competition laws. You do not gain any ownership rights by using the Services.

9.4 Trademarks

“Farm Associate,” “farmassociate.com,” our logos, branding, look and feel, and trade dress (the “Farm Associate Trademarks”) are owned by us. You may not use the Farm Associate Trademarks without our prior written consent. Any goodwill from permitted use belongs exclusively to us.

9.5 Sub-domains / storefront pages

We may let you use a storefront page or sub-domain (for example, [yourname].farmassociate.com) to promote your products in Canada. All such sub-domains are our property. We may change, suspend, reclaim, rename, or remove them at any time, including if you violate these Terms or we discontinue that feature.

10. Seller/Vendor/Wholesaler Compliance (Licenses, Safety, Permits)

If you are a Seller/Vendor/Wholesaler, you represent and warrant that you will:

• Obtain and maintain all licenses, permits, registrations, certifications, and authorizations required under Canadian and Québec law to produce, store, transport, export, import, label, package, and sell your products, including (as applicable) food safety certifications, sanitary/phytosanitary documents, organic certifications, export declarations, and customs paperwork.
• Comply with all applicable provincial, territorial, and federal laws, regulations, and industry standards (including labeling, packaging, quality, traceability, cold chain, and safety requirements).
• Provide proof of these licenses and permits to Farm Associate if we ask.
• Respect consumer protection rules (including Québec’s online distance contract disclosure requirements in Section 2.4 above) for pricing transparency, total cost disclosure (taxes, delivery, currency), delivery terms, and any applicable statutory cancellation/return rights. OneTrust+1

11. Copyright / IP Complaints

If you believe that content on the Services violates your copyright or other intellectual property rights, email [INSERT COPYRIGHT / IP EMAIL ADDRESS] with:

• a description of the content and where it appears,
• an explanation of why you believe it infringes your rights,
• your contact info, and
• a statement confirming that the information you are providing is accurate and that you are authorized to act.

We may remove or disable access to allegedly infringing material and notify the User who posted it.

12. No Scraping / No Commercial Harvesting

You may not:

• use bots, scrapers, crawlers, or similar tools to collect data from the Services;
• resell, republish, or commercially exploit our data (including product lists, Seller/Vendor/Wholesaler details, Buyer leads, messages, pricing, or analytics) to build a competing service or data product.

13. Fees, Refunds, and Returns

13.1 Fees

Creating an account is currently free. We may charge Sellers/Vendors/Wholesalers fees for listings, transactions, payment processing, currency conversion, logistics tools, documentation services, dispute assistance, or other value-added services. These fees may appear as separate line items on order screens, invoices, or payout summaries. Sellers/Vendors/Wholesalers are responsible for any applicable taxes, duties, tariffs, customs fees, inspection fees, card/bank fees, and other charges associated with their products and shipments. We may change or introduce fees at any time.

13.2 Refunds and returns

Because the sale contract is between Buyer and Seller/Vendor/Wholesaler (not Farm Associate), refund and return requests should be made directly to the Seller/Vendor/Wholesaler, and processed in compliance with applicable Canadian and Québec consumer protection law. Sellers/Vendors/Wholesalers must not re-sell or re-use refunded returned product (especially perishable or regulated goods) unless it’s lawful, safe, and compliant. If a Buyer cannot resolve a refund/return directly, the Buyer may contact us. We may choose (but are not obligated) to assist under our internal policies. We do not guarantee refunds.

14. Accounts and Eligibility

14.1 Your responsibilities

By creating or using an account, you confirm that:

• you are at least the age of majority in your province or territory;
• you will provide accurate, current, and complete account information and keep it updated;
• you are responsible for all activity under your account;
• you will keep your login credentials secure and notify us promptly about unauthorized access;
• you will not create multiple accounts to evade restrictions or manipulate search/ranking;
• you will not use the Services to send, request, or store highly sensitive personal information (for example, full unredacted payment card numbers, health data, or passport numbers) unless we have explicitly agreed in writing that we will handle that data.

14.2 Minors

The Services are not intended for children under 13. If you are under the age of majority where you live, you may only use the Services with the permission and active supervision of a parent or legal guardian.

15. Your Content and Your Trademarks

15.1 Your responsibility and license to us

You are solely responsible for Your Content and Your Trademarks. You confirm that:

• you have all rights necessary to post or share them,
• they are accurate, truthful, and not misleading,
• they are accurate, truthful, and not misleading,
• they comply with Canadian and Québec law (including food safety, labeling, origin claims, export/import restrictions, advertising, privacy),
• they do not infringe any third-party rights.

When you provide Your Content or Your Trademarks to us or through the Services, you grant Farm Associate Canada Inc. a worldwide, perpetual, royalty-free, transferable, sublicensable license to:

• host, reproduce, adapt (for formatting and display), translate, distribute, display, and perform that material;
• operate, market, improve, and secure the Services (including promoting your listings on third-party channels);
• run analytics, quality checks, moderation, and internal training;
• advertise and market Farm Associate using your listings/brand if you have given us permission to do so.

You keep ownership of Your Content and Your Trademarks. You are just giving us the rights we need to run and promote the platform in Canada and Québec.

15.2 Content rules

We may remove, limit, down-rank, hide, or refuse listings or other Content that:

• is false, incomplete, deceptive, infringing, counterfeit, unsafe, or fraudulent,
• violates these Terms or applicable law,
• creates legal, regulatory, reputational, or safety risk for us or for other Users.

16. Notices

We may send notices, disclosures, and other communications to you by:

• email,
• in-app message or push notification,
• posting to farmassociate.com,
• or physical mail if you’ve provided a mailing address.

By using the Services, you consent to receive notices electronically.

Legal notices to Farm Associate Canada Inc. should be sent to:

• Mail: [INSERT LEGAL NAME + MAILING ADDRESS IN CANADA]
• Email: [INSERT LEGAL / SUPPORT EMAIL ADDRESS]

17. Updates to These Terms or the Services

We may update these Terms and/or aspects of the Services. If we make material changes, we’ll post the updated Terms on farmassociate.com and/or email you.

Your continued use of the Services after updated Terms are posted means you accept the updated Terms. If you do not agree, you must stop using the Services.

We may modify, suspend, or discontinue any feature, listing format, payment method, analytics tool, or other part of the Services at any time, without liability.

18. Assignment

We may assign or transfer our rights and obligations under these Terms to an Affiliate or as part of any merger, acquisition, financing, reorganization, or asset sale involving Farm Associate Canada Inc.

You may not assign or transfer your rights or obligations under these Terms without our prior written consent.

19. Entire Agreement

These Terms (plus any policies we reference here, including our Privacy Policy and any Seller/Vendor/Wholesaler guidelines) are the entire agreement between you and Farm Associate Canada Inc. about your use of the Services in Canada (including Québec). They replace any previous or simultaneous agreements, understandings, or communications on the same subject.

20. Severability and Waiver

If any provision of these Terms is found unenforceable, that provision will be limited or removed to the minimum extent necessary so the rest of the Terms remain fully enforceable.

If we do not enforce a part of these Terms at any given time, that is not a waiver of our right to enforce that part (or anything else) later

21. Feedback

If you send us ideas, suggestions, feature requests, improvements, or other feedback, you agree that we can use it with no restriction and no obligation to compensate you.

22. Linked Services and Third Parties

The Services may integrate with or link to third-party carriers, customs brokers, payment processors, quality inspectors, or other service providers. We do not control those third parties and are not responsible for:

• their terms,
• their conduct,
• their privacy practices,
• their timelines, pricing, or service levels.

Your use of any third-party service is at your own risk and subject to that third party’s terms and privacy policy.

23. Canada- and Québec-Specific Clauses

23.1 “No Contact, No Liability”

Farm Associate Canada Inc. is a marketplace platform. If you are a Buyer/Customer and you experience a problem (non-delivery, spoilage, product not matching description, delay, customs hold, etc.) and you do not contact Farm Associate about it, then you agree that Farm Associate has no responsibility or liability for that issue.

You must notify us if you want our help. If you never tell us, we cannot be held liable. This reflects Section 2.2: the sales contract is between the Buyer and the Seller/Vendor/Wholesaler, not with Farm Associate.

23.2 Confidentiality / Privacy obligations of Sellers, Vendors, and Wholesalers

When a Buyer/Customer contacts you through the Farm Associate platform, you (as Seller/Vendor/Wholesaler) agree that you will not sell, rent, trade, transfer, publish, leak, or otherwise disclose that Buyer’s personal information or order details to any third party, except:

• if required by Canadian or Québec law, a lawful court order, or a regulator,
• with the Buyer/Customer’s explicit and documented consent,
• to Farm Associate Canada Inc. or our authorized service providers only as needed to fulfill the order, arrange logistics, process payment, or provide customer support,
• or as specifically required to comply with Canadian federal privacy law (PIPEDA) and Québec’s Act respecting the protection of personal information in the private sector as modernized by Law 25.

Under PIPEDA, private-sector organizations collecting, using, or disclosing personal information in the course of commercial activities must obtain meaningful consent, limit use/disclosure to identified purposes, safeguard the data, and allow individuals to access and correct their personal information.

Under Québec’s Law 25, organizations doing business in Québec must designate a person responsible for personal information (by default the most senior officer, e.g., CEO, unless someone else is formally named and published), keep a register of confidentiality incidents, and promptly notify the Commission d’accès à l’information du Québec (CAI) and affected individuals when an incident presents a “risk of serious injury.”

If you (as Seller/Vendor/Wholesaler) leak, misuse, or unlawfully disclose a Buyer/Customer’s personal information, you may face:

• suspension or termination from Farm Associate,
• civil liability,
• and regulatory investigation or penalties, including penalties under Québec’s Law 25, which now includes strong enforcement powers and breach-notification duties.

This reflects Pointer 2: “If the customer contacts you, you will not share their data with anyone.”

23.3 Seller / Vendor / Wholesaler Equivalence

In Canada (including Québec), and everywhere in these Terms, “Seller,” “Vendor,” and “Wholesaler” are synonymous and interchangeable. All three terms refer to any farm, cooperative, distributor, exporter, broker, aggregator, packer, processor, or other entity that lists, markets, or sells agricultural products through Farm Associate in Canada.

All obligations that apply to “Sellers” apply equally to “Vendors” and “Wholesalers,” including:

• compliance and licensing (Section 10),
• data/privacy duties (Sections 2.3, 23.2),
• pre-contract consumer disclosures (Section 2.4),
• dispute and refund handling (Sections 5, 13),
• and indemnity / liability rules (Section 5).