Effective Date: October 29, 2020

Thank you for shopping at tradecoffeeco.com. We invite you to explore our product offerings and related materials presented on our web sites (which we collectively call the “Service”), but please note that your invitation is subject to your agreement with these Terms of Service, so please review these carefully.

AGREEMENT TO TERMS

These provisions, including the mandatory arbitration provisions, and the Trade Privacy Policy, Commercial Terms, as well as other terms or conditions that may be presented by us and accepted by you from time to time in connection with specific Service offerings or promotions (all of which we collectively refer to as the “Terms”), are a contract between our Customer and Seed Leaf Inc., d/b/a Trade, the provider of the Service (which we refer to in these Terms as “Trade,” “we” or “us”). Trade’s “Customer” is either (i) the individual user of the Service or (ii) a business or organization, where an individual initiates an account on behalf of that business or organization, providing an email address using the domain of such business or organization. When we refer to “you” in these Terms, we are referring to the Customer. If you are creating an account for a business or organization, you are representing and warranting to us, on behalf of the Customer, that you have the authority to bind the Customer to these Terms. By using the Service, you acknowledge that you have read and understand, and agree to be bound by, these Terms and our Privacy Policy. If you do not agree to be legally bound by these Terms and our Privacy Policy, do not use the Service.

MODIFICATION OF THESE TERMS

We may change, add or delete portions of these Terms at any time, in our sole discretion, as new features, technology, or legal requirements arise, so please check back from time to time. You may always determine if the Terms have changed by checking the Effective Date at the top of these Terms, and it is your responsibility to do so before using the Service. We will use reasonable efforts to notify you of any material changes by posting notice of the changes on the Service website, and/or, in our sole discretion, by email or other means. If we update these Terms, you are free to decide whether to accept the updated terms or to stop using the Service; your continued use of the Service after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new Terms. See Termination of Account for instructions on how to terminate your account. Except for changes made by us as described here, no other amendment or modification of these Terms shall be effective unless set forth in a written agreement expressly amending these Terms and bearing a written signature by you and us. For clarity, email or other communications will not constitute an effective written agreement for this purpose.

USE OF THE SERVICE

You may use the Service only in accordance with and subject to these Terms if you are at least 18 years old. In order to order any product from us, you must provide certain information to complete a purchase and/or establish an account. It is your obligation to ensure that all of the information, data and other materials you provide us in connection with the Service is true, accurate, current and complete. You are responsible for maintaining the confidentiality of your account and password. You are responsible for all activities that occur under your account or password, whether or not you know about or authorize them. You agree to immediately notify us in the event of any unauthorized use of your account or other breach of security. Use of the Service is void where prohibited by law.

Trade utilizes various skilled third-parties (“ Service Providers”) to provide technical or other services relating to all or part of our fulfillment of the Service, and you hereby agree that such involvement by these Service Providers is acceptable. Please see our Privacy Policy to understand the extent to which any third-party may have access to Customer Information.

ADDITIONAL TERMS RELATING TO THE SERVICE

The following terms and conditions apply to certain features of the Trade Service:

$20 OFF + FREE shipping promotion

$20 off first 6 bags, when you sign up for a prepaid 6 bag subscription. First-time customers only. Cannot be combined with any other promotion. No adjustments to prior purchases. No cash value.

Trade 30 Shipping Program

Most Trade products ship for a rate of $2 for standard shipping within the United States. With Trade 30, once you place an order and pay the shipping costs, standard shipping is free on every additional order you place for the next 30 days. You can find how many days of free shipping you have left on your personalized homepage and during the checkout process.

Additional special shipping charges may apply to orders on a case by case basis. Any special shipping charges will be noted during checkout.

Trade 30 does not cover return shipping for refunds. Trade 30 terms, eligibility, and timing are subject to change without notice.

Give a Gift Subscription, Get a Bag Promo

Offer is valid for a one-bag bundle purchase ($20 value) when you purchase a gift coffee subscription in the amount of $60 or above. Offer valid for qualifying customers (active Trade subscribers) only. Prepaid one-bag bundle applies to customer’s next order automatically at checkout. No promotional or discount code required. Offer cannot be stacked or combined with other offers. Offer is valid through Thursday, February 17 at 2:59 AM ET.

Product Descriptions

Trade uses reasonable efforts to display the products listed for sale via the Service as accurately as possible. However, Trade does not warrant that product descriptions or other content are accurate, complete, reliable, current or error-free, as we rely upon our vendor partners to provide information regarding their products. If a product offered by Trade is not as described, please contact us at your earliest opportunity at SUPPORT@TRADECOFFEECO.COM and we will endeavor to find an acceptable solution. However, your sole remedy if we cannot find a solution is to return the product in accordance with our Commercial Terms.

Product Availability

All offered products on the Trade website are subject to availability. Trade reserves the right to change the items offered via the Service at any time and without notice. The Service may contain information about the availability of products at the time of ordering, but the quantity of inventory actually available can change significantly and without notice. If a product is not available for shipping promptly after you place your order, you will be notified, and you may choose to order a different item that is then-currently available, to wait until the product is available (if it will be available again in a timely manner) or to cancel your order. Trade is not liable if products are not in stock or otherwise not available.

Third Party Product Warranties

Certain products offered by the Service may include a warranty from the manufacturer of such product, in which event you may be entitled to receive protection against any defect or other covered issue with such product, from such manufacturer. You may contact us at SUPPORT@TRADECOFFEECO.COM for information regarding the third-party manufacturer, and Trade will use reasonable efforts to assist you; however, Trade has no liability with respect to any product warranty provided by a third party, and you must seek any recovery or other benefit covered by such a third party warranty directly from such third party.

Gift Cards and Promotions

Trade may from time to time offer certain Gift Cards or promotional events or opportunities which are subject to our Commercial Terms and may also be subject to specific rules or terms relating to the particular Gift Card or promotion.

Text Messages

You may elect to receive certain messages from Trade at your mobile phone number, including messages to: (1) provide you with information you requested from Trade; (2) inform you of Trade products, services, marketing or promotional offers that may be of interest to you; (3) to respond to your inquiries regarding your account or purchases from Trade; and/or (4) provide you with the ability to reorder, receive new product recommendations, and status updates regarding your orders. If you provide us with your mobile phone number, you must have a text messaging-enabled mobile device with a text messaging plan in order to receive text messages from us. This service is without charge from Trade but charges from your carrier for text, data or other usage may apply and you are responsible for all such charges. If you enroll to receive texts from us, you acknowledge and agree to be bound by the following terms:

You represent and warrant to us that you are authorized: (i) you are the owner of the mobile phone number you designate in Trade’s system to receive communications from Trade via Short Message Service or text (" Texts"), and (ii) you are solely responsible for any mobile message or data charges that may be incurred by communicating with us via Texts. You may register to receive Texts by entering and submitting your phone number in the provided submission form available on our website. By entering your phone number and/or by confirming your desire to receive Texts from us, you consent to these terms and to receive text message communications from Trade as described herein. A text message will be delivered to the mobile number you provided confirming your enrollment once you have submitted your phone number. You are responsible for managing the types of texts (whether SMS or MMS) you receive.

By subscribing to receive Texts, you expressly consent and agree to accept and receive information regarding products you order. With your consent, we may also use automated or non-automated technology to send you additional promotional communications via text message to the cellular/mobile telephone number that you provide to us. You understand that you are not required to receive promotional text messages as a condition of purchasing goods or services from Trade. The information in any message may be subject to certain time lags and/or delays.

We may send you an initial message confirming that we have received your opt-in. After that, the number of Texts you receive will vary depending upon how you use our Service and whether you take steps to generate additional Texts from us (such as by sending a HELP request).

By agreeing to receive Texts, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by emailing us at SUPPORT@TRADECOFFEECO.COM with "Revoke Electronic Consent" in the subject line.

To view and retain a copy of this disclosure or any information regarding your election to receive Texts, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, email us at SUPPORT@TRADECOFFEECO.COM with contact information and the address for delivery.

In order to cease receiving Texts, you may unsubscribe by replying STOP, QUIT, CANCEL, UNSUBSCRIBE, and/or END to any text message you receive or contacting Trade Customer Service by email at SUPPORT@TRADECOFFEECO.COM. You consent that following such a request to unsubscribe, you may receive one (1) final message from Trade confirming that you have been inactivated in our system. Please allow up to three (3) business days to process your request. Following such confirmation message, no additional text messages will be sent to you unless you re-activate your subscription to receive messages.

By subscribing to receive Texts, you approve any message, voice and data charges from your mobile carrier. Check your carrier’s plan for details. You acknowledge and agree that you are solely responsible and liable for obtaining, maintaining, and paying all charges related to your mobile device(s).

Trade is not responsible for incomplete, lost, late, or misdirected messages, including (but not limited to) undelivered messages resulting from any form of filtering by your mobile carrier or service provider or otherwise.

You acknowledge and agree that the Texts may be provided in some cases through automatic telephone dialing technology, an artificial voice or a pre-recorded voice. By subscribing to receive Texts, you expressly consent to receive the Texts through automatic dialing technology, artificial and pre-recorded voice to the telephone or cell phone number you have provided to us.

Trade reserves the right, in its sole discretion, to cancel or suspend any or all of the Texts, in whole or in part, for any reason, with or without notice to you.

Feedback

We welcome feedback, comments and suggestions for improvements to the Service (“Feedback”). You can submit Feedback by emailing us at SUPPORT@TRADECOFFEECO.COM. You acknowledge and agree: (i) Feedback does not contain confidential or proprietary information; (ii) Trade is not under any obligation of confidentiality, express or implied, with respect to any Feedback; (iii) Trade shall be entitled to use or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way, including without limitation any and all reviews, suggestions, designs, concepts, photographs, testimonials and other items or materials (except for your personal information which is handled in accordance with our Privacy Policy); (iv) Trade may already have under consideration or in development ideas similar to or the same as such Feedback; (v) your Feedback automatically becomes Trade’s property without any obligation to you; and (vi) you are not entitled to any accounting, compensation or reimbursement of any kind from Trade under any circumstances. To be clear, Trade shall be entitled to utilize all Feedback in any way without restriction or obligation to you including, without limitation, in for advertising, promotional, product development or other commercial purposes. Without limiting these rights, you hereby grant Trade a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose. You agree that Trade is under no obligation to review or use any Feedback (including any messages) posted on or sent through the Service by you or any third party and assumes no responsibility or liability relating to any such Feedback. Trade, in its sole discretion, may monitor, not post or remove any Feedback.

Membership

Some of the Paid Services, such as Auto-Reorder, The Classics, or The Hookup, (The “Subscription”) may consist of an initial period for which there is a one-time charge, followed by recurring period charges as agreed by you.

Automatic Renewal Terms

By ordering a Subscription, you agree to pay the applicable price and any other recurring charges upon each auto-renewal date, until you terminate your Subscription in accordance with the Services.

Subscriptions may not be cancelled or modified after an upcoming shipment has been processed, in accordance with individual Supplier roasting and shipping schedules, up to 10 days prior to customer delivery date.

Subscription cancellations and modifications will be applied to the next date for which a customer’s order has not already been processed.

IF YOU WISH TO CANCEL OR MODIFY AUTOMATIC RENEWAL, OR OTHERWISE MODIFY YOUR SUBSCRIPTION, YOU CAN DO SO BY EMAILING US AT SUPPORT@TRADECOFFEECO.COM, CALLING US AT 1 (888) 252 - 8691 DURING NORMAL BUSINESS HOURS. SOME SUBSCRIPTION MODIFICATIONS, NOT INCLUDING CANCELLATION, MAY BE AVAILABLE THROUGH YOUR ACCOUNT.

Product Selection

Based on the Paid Services you select, you may receive recurring shipments of a single type of coffee (Auto-Reorder) or you may receive a rotating selection coffees from among the current and future range of Trade’s coffee catalog (The Hookup or The Classics). You will be asked to specify one or more Subscriptions when placing your order and may reference your order receipt or personalized homepage for a list of currently active Subscriptions.

From time to time, coffees may become temporarily or permanently removed from the Trade catalog based on seasonality or other factors. In the event a coffee you have selected as part of a Subscription becomes unavailable, Trade may at its sole and exclusive option elect to send you a substitute coffee, the price of which will not exceed the price of the originally specified bag by more than $5. In all instances, the customer will be charged the price of the coffee as listed on Trade’s website at the time the coffee is shipped.

Shipping Variability

Trade will use reasonable efforts to place your Subscription orders with Suppliers at the interval you specify when placing your order Based on Supplier roasting schedules, shipping carrier selections and delays, and other factors beyond Trade’s control, actual delivery intervals for Subscription orders may vary by several days.

Pricing and Billing

Please note that if your Subscription includes a discounted price for a promotional period, once the promotional period expires, your Subscription will renew at the full price.

As such, if you purchase a Subscription, until such time as you terminate your Subscription in accordance with the directions on this Application, you hereby authorize, agree and assent to Trade automatically billing your credit card submitted as part of the order process for such amounts that are due. Your non-termination of a Subscription reaffirms that we are authorized to charge your Payment Method for that Subscription. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to sign up for the Subscription. As part of this recurring Subscription, you will be charged the price listed on Trade’s website, for each coffee in your order, at the time each coffee is shipped.

For Subscription services where Trade selects a rotating selection of coffees (such as The Hookup), coffees will be priced as $19.95, excluding taxes and any applicable shipping charges.

ADDING TRADE CREDIT PROGRAM

The “Adding Trade Credit” program enables users to purchase account credits (“Credits”) that can be used for subsequent purchases, including Subscriptions; provided, however, that Credits cannot be used to purchase Gift Cards, additional Credits, or any equipment featured by and/or through the Service. We reserve the right to amend or terminate the Adding Trade Credit program (including the Auto-Refill option, as defined below) at any time, for any reason; provided, however, that no such amendment or termination will modify bonus Credits (“Bonus Credits”) earned prior to any such amendment or modification.

In addition, each user shall be permitted to sign up for the “Auto-Refill” option whereby that user’s Credits will be automatically replenished when the Credits fall below the designated refill threshold. The Auto-Refill charges will be billed to your payment method on a recurring basis each time that your total Credits fall below the designated refill threshold for as long as your Auto-Refill option remains active. These recurring fees will be charged in advance. You acknowledge and agree that Trade will not obtain any additional authorization from you for this recurring payment. This does not waive our right to seek payment directly from you. Every time that you use your Credits, you re-affirm that Trade is authorized to charge your payment method and to have the fees applied to same.

Where a user purchases Credits, that user will be awarded Bonus Credits pursuant to the table set forth below. Where a user also signs up for the Auto-Refill option while purchasing Credits, that user will be awarded an even greater number of Bonus Credits pursuant to the table set forth below; provided, however, that users will not receive Bonus Credits for both purchasing Credits and signing up for the Auto-Refill option, and where users complete both actions, those users will only receive Bonus Credits for signing up for the Auto-Refill option.

Where different Credit prices and/or Bonus Credit reward amounts are established at the time that a user purchases Credits and/or signs up for the Auto-Refill option, as applicable, those prices/reward amounts shall supersede and replace the prices/reward amounts set forth below:

• Where a user purchases Seventy-Five Dollars ($75.00) worth of Credits in a single transaction, that user shall receive either: (a) Three Dollars ($3.00) worth of bonus Credits (“Bonus Credits”); or (b) Five Dollars ($5.00) worth of Bonus Credits where that user also signs up for the Auto-Refill option.
• Where a user purchases One Hundred Dollars ($100.00) worth of Credits in a single transaction, that user shall receive either: (a) Five Dollars ($5.00) worth of Bonus Credits; or (b) Ten Dollars ($10.00) worth of Bonus Credits where that user also signs up for the Auto-Refill option.
• Where a user purchases Two Hundred Dollars ($200.00) worth of Credits in a single transaction, that user shall receive either: (a) Ten Dollars ($10.00 worth of Bonus Credits; or (b) Twenty-Five Dollars ($25.00) worth of Bonus Credits where that user also signs up for the Auto-Refill option.

Users may request a refund of amounts paid for Credits prior to spending same; provided, however, that users shall not receive a refund of any Bonus Credits. Bonus Credits earned for signing up for the Auto-Refill option may only be used upon completion of the subsequent Auto-Refill payment. For clarification purposes, where a user disables the Auto-Refill option prior to the subsequent Auto-Refill payment, that user shall forfeit the Bonus Credits awarded for signing up for that Auto Credit period.

REFERRAL PROGRAM

Trade offers referrers (“Referrers” or “You”) the opportunity to participate in its refer-a-friend program (the “Program”). We reserve the right to amend or terminate the Program at any time, for any reason. The Program is administered by Trade.

Referrers are bound by these Terms by participating in the Program. By participating in the Program, Referrers agree to use the Program in the manner specified in these Terms. If you do not agree to these Terms in their entirety, you are not authorized to register as a Referrer or to participate in the Program in any other manner. Referrers may not participate in the Program where doing so would be prohibited by any applicable law or regulation. We reserve the right to modify or amend these Terms and/or the methods through which Rewards (as defined below) are earned, at any time. We reserve the right to disqualify any Referrers from participation in the Program, and cancel any Rewards, at any time in our sole discretion including, without limitation, if that Referrer does not comply with any of these Terms or otherwise fails to comply with any applicable law, rule or regulation (including, without limitation, through any failure to comply with the CAN-SPAM Act of 2003, as amended, and/or to include any disclosures as required by the Federal Trade Commission including, but not limited to, the Federal Trade Commission’s Guidelines Concerning the Use of Endorsements and Testimonials (“FTC Guidelines”) or otherwise required by Trade).

Children

Children. No part of the program is directed to persons under eighteen (18) years of age (or the age of majority if greater than eighteen (18) years of age in their respective jurisdiction). IF YOU ARE UNDER EIGHTEEN (18) YEARS OF AGE (OR THE AGE OF MAJORITY IF GREATER THAN EIGHTEEN (18) YEARS OF AGE IN YOUR RESPECTIVE JURISDICTION), YOU MAY NOT USE, ACCESS OR PARTICIPATE IN THE PROGRAM AT ANY TIME OR IN ANY MANNER.

I. How the Program Works

A. Program Participation, Generally

• 1. To participate in the Program, Referrers must first https://www.drinktrade.com/referral and follow the on-screen instructions to apply for the opportunity to refer friends, family members or colleagues to the Program.
• 2. Individuals who receive a referral via a Referrer shall be referred to as "Friends." Each Referrer may obtain Rewards for up to six (6) Friends in connection with Qualified Referrals (as defined below) that fully comply with these Terms.
• 3. By participating in the Program, Referrer represents that he or she has any and all consents required by law to provide the email addresses of her/his Friends to be contacted in connection with the Program.

B. Eligible Referrer

To be "Eligible," a Referrer must:

• 1. Be a legal resident of the United States of America; and
• 2. Be at least eighteen (18) years of age (or the age of majority if greater than eighteen (18) years of age in their respective jurisdiction).

C. Making a Referral

• A Referrer must first open an account and make a purchase by and through the Service (only purchasers are eligible to participate as Referrers in the Program). The Referrer will be provided with a unique referral link ("Personal Link") that allows the Referrer to generate rewards for the Friends that qualify as Qualified Referrals ("Rewards"). Personal Links will be issued only to individuals.
• Referrers must respect the spirit of the Program by only referring real individuals who meet the requirements of these Terms. Referrers cannot refer themselves. For example, a Referrer may not create multiple or fake accounts with Trade or participate in the Program using multiple or fake email addresses or identities.

D. Making a Referral

A “Qualified Referral” means that all the following conditions are met:

• The Friend registers for a subscription through the Services, and completes the purchase of at least one (1) Trade product as part of at least one (1) order in connection with that subscription, using the Referrer’s Personal Link. If a Friend purchases from, or registers with, Trade using any other link or code, the registration will not count as a Qualified Referral and the Friend will not earn Rewards;
• The Friend was not previously registered with Trade under any email address or alias;
• The Friend is (a) a legal resident of the United States of America; and (b) at least eighteen (18) years of age (or the age of majority if greater than eighteen (18) years of age in their respective jurisdiction); and
• Rewards will only be issued to the first six (6) Friends of the Referrer who satisfy the requirements to be considered Qualified Referrals. Any additional or subsequent purchases made by a Friend will not be considered Qualified Referrals, and any additional Friends referred beyond the six (6) Friend limit will not qualify for Rewards.

E. Earning Rewards

• Each Friend that qualifies as a Qualified Referral shall receive in his or her Trade account one (1) free bag of coffee from Trade, as selected by Trade from among those coffee types previously purchased by the Friend (each, a “Reward”).

F. Verified Qualified Referrals

• Rewards are subject to verification. Trade may delay a Reward for the purposes of investigation. Trade may also refuse to verify and process any transaction that Trade deems, in its sole discretion, to be fraudulent, suspicious, in violation of these Terms, or believes will impose potential liability on Trade, its subsidiaries, affiliates or any of their respective officers, directors, employees, representatives and agents. Trade is not required to prove the legitimacy or illegitimacy of Qualified Referrals. All of Trade's decisions are final and binding, including decisions as to whether a Qualified Referral, or Reward is verified.

G. Transfer and Value of Credit and Rewards

• Rewards have no monetary value and may not be redeemed for cash. Rewards are not transferable and may not be auctioned, traded, bartered or sold. Upon termination of the refer-a-friend Program or any portion thereof for any reason, or upon cancellation of a Referrer's Trade account for any reason, any unredeemed Rewards that have not yet been delivered to the Friends of that Referrer shall be forfeited.

H. Redeeming Rewards and Credits

• Qualified Referrals shall at all times be responsible for any and all taxes owed in connection with any Rewards.

II. Privacy.

Referrers may participate in the Program made available by Trade in order to refer their Friends to Trade as potential Trade customers. To do this, Referrers must necessarily submit personal information about themselves and their Friends, such as name and e-mail address information, so that Trade can send communications to the Friends on the Referrers’ behalf. The personal information will be collected, processed and used in accordance with Trade's Privacy Statement, which can be found at https://www.drinktrade.com/privacy. Referrers understand that, in addition to the initial communications to Friends, Trade may also use the personal information to send to Friends additional follow-up communications on behalf of the Referrers in order to encourage or remind the Friends to complete a purchase. The personal information may also be used by Trade to contact Referrers with regards to their participation in the Program and to send to Referrers additional communications from Trade.

III. Content Ownership and Use.

A. Trade’s online platform and the Program contain content that includes: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other content (collectively, "Content"). As between Referrer and Trade, all Content is the property of the Trade or its licensors and is protected under copyright, trademark, and other laws. The compilation (meaning the collection, arrangement, and assembly) of all Content on Trade’s online platform or the Program is the exclusive property of Trade and is protected by copyright, trademark, and other laws.

B. License to You

• 1. Trade authorizes you, subject to these terms, to access and use Trade’s online platform, the Program, and the Content solely for your personal, noncommercial use. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Content on any copy you make of it.

C. Trademarks

• 1. The registered or unregistered logos, product and service names contained in Trade’s online platform or the Program are or may be trademarks of Trade or its licensors (the "Marks"). Without Trade’s prior written permission, and except as solely enabled by any link as provided by Trade, you agree not to display or use in any manner the Marks.

D. User-Submitted Content

• 1. The registered or unregistered logos, product and service names contained in Trade’s online platform or the Program are or may be trademarks of Trade or its licensors (the "Marks"). Without Trade’s prior written permission, and except as solely enabled by any link as provided by Trade, you agree not to display or use in any manner the Marks

IV. Liability.

A. By participating in the Program, Referrers agree to:

• 1. Be bound by these Terms, the decisions of Trade and its designees, and the Privacy Policy of Trade;
• 2. Defend, indemnify, release and hold harmless Trade, its parent companies, affiliates and subsidiaries, together with their respective employees, directors, officers, licensees, licensors, shareholders, attorneys and agents including, without limitation, their respective advertising and promotion entities and any person or entity associated with the production, operation or administration of the Program (collectively, the "Released Parties"), from any and all claims, actions, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to Referrers’ participation in the Program (including, without limitation, any property loss, damage, personal injury or death caused to any person(s) and/or the awarding, receipt and/or use or misuse of the Program or any Reward); and

B. Trade shall not be liable for:

• 1. Late, lost, delayed, stolen, misdirected, incomplete, unreadable, inaccurate, unreliable, garbled or unintelligible entries, communications or affidavits, regardless of the method of transmission;
• 2. Telephone system, telephone or computer hardware, software or other technical or computer malfunctions, lost connections, disconnections, delays or transmission errors;
• 3. Data corruption, theft, destruction, unauthorized access to or alteration of entry or other materials;
• 4. Any printing, typographical, administrative or technological errors in any websites or materials associated with the referral program; or
• 5. Claims, demands, and damages in disputes among Referrers or between Referrers and Friends; or
• 6. Any other injuries, losses or damages of any kind resulting from acceptance, possession or use of a reward, or from participation in the Program, that were not reasonably foreseeable to Trade at the relevant time.

C. Trade disclaims any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with the Program, and reserves the right, in its sole discretion, to cancel, modify or suspend the Program should a virus, bug, computer problem, unauthorized intervention or other cause beyond Trade’s control corrupt the administration, security or proper operation of the Program.

D. Trade shall not be liable to any Referrer for failure to supply any Reward or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasigovernmental entity (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, tornado, tsunami, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, civil disturbance, insurrection, riot, or any other similar or dissimilar cause beyond any of the released parties' control.

E. Trade reserves the right to cancel or suspend the Program should Trade determine, in its sole discretion, that the administration, security or fairness of the Program has been compromised in any way.

F. Disclaimer of Warranties

• 1. REFERRERS EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE PROGRAM IS AT YOUR SOLE RISK; THE PROGRAM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND TRADE EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND TERMS (COLLECTIVELY, "PROMISES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF THE PROGRAM, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT; (B) TRADE MAKES AND GIVES NO WARRANTY THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (ii) THE RESULTS OBTAINED FROM THE USE OF THE PROGRAM WILL BE ACCURATE OR RELIABLE, (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS, AND (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

G. Limitation of Liability and Indemnification

• 1. REFERRERS EXPRESSLY UNDERSTAND AND AGREE THAT THE TRADE (INCLUDING ANY VENDORS AND SERVICE PROVIDERS ASSOCIATED WITH OR ASSISTING IN PROVIDING THE PROGRAM) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TRADE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PROGRAM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE PROGRAM; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE PROGRAM; OR (v) ANY OTHER MATTER RELATING TO THE PROGRAM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
• 2. TO THE FULLEST EXTENT POSSIBLE BY LAW, TRADE'S (INCLUDING ANY VENDORS AND SERVICE PROVIDERS) MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), SHALL NOT EXCEED $100 USD.
• 3. REFERRERS SHOULD USE THE PROGRAM AT THEIR OWN RISK.

V. Publicity.

A. Participation in the Program constitutes permission to Trade to use any Referrer's first and last name, company name, Trade profile information, statements, biographical information, city and state address, social media activity and/or public online content for any and all promotional or advertising purposes, on a worldwide basis and in all forms of media without review, permission or further compensation of any amount or kind whatsoever, where and to the greatest extent permitted by applicable law.

VI. Conduct.

A. If a solution cannot be found to restore the integrity of the Program after the occurrence of Prohibited Conduct (as defined below), Trade reserves the right to cancel, change, or suspend the Program.

B. Prohibited Conduct, Generally

Referrers agree not to use the Program to:

• 1. Violate applicable law;
• 2. Infringe the intellectual property rights of Trade or any third parties;
• 3. Stalk, harass, or harm another individual;
• 4. Collect or store personal data about other Referrers;
• 5. Impersonate any person or otherwise misrepresent Referrer's identity;
• 6. Interfere with, disrupt or violate the Terms or servers or networks connected to the Program; or disobey any requirements, procedures, policies, or regulations of such networks;
• 7. Interfere with another Referrer's use of the Program;
• 8. Attempt to gain unauthorized access to the Program, other accounts, computer systems, or networks connected to the Program;
• 9. Transmit any file that contains viruses, worms, trojan horses, or any other contaminating or destructive features;
• 10. Conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of others;
• 11. Resell, barter, trade, auction or otherwise generate income by providing access to the Program to others.

C. Bulk Distribution ("Spam")

• 1. If a Referrer provides a Personal Link to a Friend by email, the email must be created and distributed in a personal manner that is appropriate and customary for communications with friends, colleagues and family members.
• 2. Bulk email distribution or any other promotion of a Personal Link in a manner that would constitute or appear to constitute unsolicited commercial email or "spam" in Trade’s sole discretion is expressly prohibited and may be grounds for immediate termination of the Referrer's account and deactivation of the personal link. Trade has a no-tolerance spam policy.
• 3. Trade has no obligation to monitor the content provided by Referrers; however, Trade may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program.
• 4. While Trade is the actual sender of the referral email, each Referrer must nonetheless comply with applicable law. Referrers who do not comply with the law, including antispam laws, are obligated to indemnify Trade and all of the Released Parties against any liabilities, costs and expenses incurred as a results of such violation.

D. Fraudulent and Suspicious Behavior

• 1. Trade may prohibit a Referrer from participating in the Program or receiving a Reward, in Trade’s sole discretion, if Trade determines that such Referrer is attempting to undermine the fairness, integrity or legitimate operation of the Program in any way by cheating, hacking, deception, or any other unfair playing practices of intending to annoy, abuse, threaten or harass any other Referrers or any representatives of Trade.
• 2. Use of any affiliate website, affiliate network properties, paid media or paid advertising, automated systems, script, or macro to participate is strictly prohibited and will result in disqualification.
• 3. Referrers may not enter with multiple or fake emails addresses or accounts, use fictitious identities or use any system, bot or other device or artifice to participate in the Program or receive a Reward.
• 4. Trade reserves the right to disqualify any Referrer and/or cancel any Reward(s) if Trade finds a Referrer to be tampering with the entry process or the operation of the Program or violating these Terms and Conditions in any way.
• 5. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION FROM PARTICIPATION IN THE PROGRAM. SHOULD SUCH AN ATTEMPT BE MADE, TRADE RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

VII. Suggestions and Submissions.

A. Trade appreciates hearing from users and welcomes your comments regarding the Program. Please be advised, however, that Trade does not accept or consider creative ideas, suggestions, inventions, or materials ("Creative Ideas") other than those which we have specifically requested. While Trade values your feedback on the program, please be specific in your comments and do not submit Creative Ideas. If, despite this request, you send Trade Creative Ideas, Trade:

• 1. Shall own, exclusively, all now known or later discovered rights to the Creative Ideas;
• 2. Shall not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Creative Ideas; and
• 3. Shall be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

VIII. Applicable Law; Arbitration; Class Waiver; and Waiver of Jury Trial.

A. Any and all disputes, claims and causes of action arising out of or related to the Program or any Reward or other prize awarded pursuant to the Program or to this agreement shall be resolved under Massachusetts law (without reference to its conflicts of laws principles).

B. Referrers and Trade agree to submit to the personal and exclusive arbitration of any disputes relating to the use of Trade’s online platform or the Program under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted within Suffolk in the state of Massachusetts. Referrers covenant not to sue or otherwise bring a claim against Trade in any other forum.

C. Referrers also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to Referrers' use of the Program or this agreement:

• 1. REFERRERS ARE GIVING UP THEIR RIGHT TO HAVE A TRIAL BY JURY; and
• 2. REFERRERS ARE GIVING UP THEIR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

IX. General Terms.

A. These terms constitute the entire agreement between Referrers and Trade concerning Referrers' use of the Program. The failure of Trade to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision. If any provision of these terms is found by a court of competent jurisdiction to be invalid, Trade and Referrers nevertheless agree that the court should endeavor to give effect to the intentions reflected in the provision, and that the other provisions of these terms shall remain in full force and effect. The section titles in these terms are for convenience only and have no legal or contractual effect. A person who is not a party to these terms shall have no right to enforce or receive the benefit of any of these terms.

OWNERSHIP OF THE SERVICE

Ownership

The Service and all content available or presented through the Service (including all intellectual property of any nature, whether registered or unregistered, including all text, design, graphics, logos, icons, images, audio clips, downloads, interfaces, code and software, as well as the selection and arrangement thereof) are the exclusive property of and owned by Trade and its respective vendors, licensors or content providers, and is protected by copyright, trademark and other applicable U.S. and foreign laws. You may not reproduce by any means or process (except as expressly provided herein), in whole or in part, distribute, publish, transmit, create derivative works based on, modify or sell any material contained within the Service. The “Trade” trademark and all other Trade related marks and logos, and third party trademarks and logos, whether registered or not registered, displayed via the Service, as well as the domain name "tradecoffeeco.com," are and will remain the exclusive property of Trade or such third party, as applicable. Any reproduction, distribution, transmission, modification or use of any such trademarks or logos by you for any purpose is prohibited. You may not remove any copyright, trademark or other proprietary notice contained in the Service or any content contained therein.

Limited License

Subject to these Terms, we hereby grant you a limited, revocable, non-transferable and non-exclusive license to access and use the Service by displaying the content provided therein via your internet browser or device only for the purpose of shopping for personal items sold via the Service and not for any commercial use or use on behalf of any third party, except as explicitly permitted by us in writing in advance. Any breach of these Terms shall immediately revoke the license granted in this paragraph without notice to you.

Use Restrictions

You may not use the Service for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights of Trade or others. Notwithstanding any other rights or restrictions in these Terms, you may not use the Service to: (i) transmit via or through the Service any information, data, text, images, files, links or software except in connection with your authorized use of the Service or otherwise in response to specific requests for information by us; (ii) introduce to our Site or any connected system or equipment any computer or website virus, worm, Trojan horse and/or harmful code; (iii) obtain unauthorized access to any computer system; (iv) impersonate any other person, including but not limited to, a registered user of the Service or an employee of Trade; (v) invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity; (vi) misrepresent the identity of a user or use a false email address or mobile phone number; (vii) tamper with or obtain access to our websites or connected system, or any component of any of them; (viii) conduct fraudulent activities; (ix) collect or harvest information regarding another user of the Service for any reason whatsoever, including, without limitation, for sending such user unsolicited commercial email; (x) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Trade or any of Trade’s providers or any other third party (including another user) to protect the Service or Customer Information; (xi) attempt to access or search the Service or Customer Information or download Customer Information from the Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like); (xii) send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; or (xiii) attempt to probe, scan or test the vulnerability of any Trade system or network or breach any security or authentication measures.

CUSTOMER INFORMATION

Ownership

You permit Trade to access, process and use a variety of data when you use the Service. In order to purchase any product, you must provide us certain personal information, including your name, physical and or email addresses, financial information, and you may elect to provide us with your mobile telephone number (collectively, the “Customer Information ”). As between Customer and Trade, Customer shall be deemed the owner of the Customer Information, subject only to the Operations License expressly granted by you to us in these Terms. For more information about the Customer Information we obtain and how we use it, please see our Privacy Policy.

You are solely responsible for all your Customer Information. You represent and warrant that you own all your Customer Information, or you have all rights that are necessary to grant us the Operations License under these Terms. You also represent and warrant that neither your Customer Information, nor your use and provision of your Customer Information through the Service, nor any use of your Customer Information by Trade on or through the Service will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Grant of Operations License

In order for us to legally process Customer Information in the manner necessary to provide the Service, you must grant Trade certain rights with respect to Customer Information so that technical actions we take in operating the Service are not considered legal violations. For example, we need to be able to collect, process, transmit, store, copy and publish Customer Information in order to process your orders and enable our Service Providers to fulfill your orders, and to store, process and publish Customer Information you may provide us as part of product reviews and the like. Accordingly, you hereby grant Trade a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your Customer Information in connection with operating and providing the Service to you, only for the purpose of providing the Service, and for no other purpose (the “Operations License ”). You agree that the Operations License granted to us may be extended by us to our Service Providers to the degree necessary in order for the Service to be provided to you.

Protecting Customer Information

The protection of Customer Information is a top priority for us, so we have implemented and will maintain administrative, physical, and technical safeguards designed to prevent unauthorized access, use, modification, deletion and disclosure of Customer Information by our personnel. We will endeavor to only share Customer Information, in accordance with our Privacy Policy, only with third-parties that contractually agree to reasonable data practices for maintaining the confidentiality and security of Customer Information and preventing unauthorized access. However, Customer acknowledges and agrees that Customer and not Trade bears sole responsibility for adequate security, protection and backup of Customer Information in the possession or control of Customer, or when Customer chooses to use unencrypted gateways to connect to the Service.

TERMINATION OF ACCOUNT

You may elect to terminate your account with the Service at any time by contacting SUPPORT@TRADECOFFEECO.COM. If we believe that you have violated these Terms, we reserve the right to terminate your account with or without prior notice.

CLAIMS OF COPYRIGHT INFRINGEMENT

Trade respects the intellectual property of others, and we ask our users to do the same. Trade may, at its discretion, disable and/or terminate the accounts of users of the Service who may be infringing the intellectual property of a third party. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Trade with the following information (to be effective, the notification must be in writing and provided to our Copyright Agent at the address below):

a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

b. a description of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

c. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and a description of where the material that you claim is infringing is located on the Service;

d. your address, telephone number, and, if available, email address;

e. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

f. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf

Trade’s agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail: Copyright Agent c/o LAUNCH 401 Park Drive, 9th Floor Boston, MA 02215 USA

By email: SUPPORT@TRADECOFFEECO.COM
Trade may update this contact information from time to time without notice to you. We will post the current contact information on this Site.

UNAVAILABILITY OF SERVICES; TERMINATION; FRAUD

We may alter, suspend or discontinue the Service in whole or in part, at any time and for any reason, without notice. In addition, the Service may be temporarily unavailable from time to time for maintenance or other reasons. We may, in our sole discretion, terminate or suspend your use or access to all or part of the Service or your account, for any reason, including without limitation, breach of these Terms. If at any time, we notify you that your access to and/or use of the Service or your account is terminated, you must cease and desist from all such access and/or use immediately. We reserve the right to cancel, delay, refuse to ship or recall from the shipper any order if fraud is suspected.

LINKS

The Service may contain links to other websites on the Internet that are owned and operated by third parties. Such links should not be interpreted as an express or implied endorsement of such third party websites or any products or services that may be offered thereon. You acknowledge that we have no liability or responsibility for the content or availability of such websites, the products or services available thereon or otherwise in connection with such third party websites, products or services. Please review the terms and conditions that may be imposed by such websites, as they may be different from these Terms.

INTERNATIONAL ACCESS

The Service may be accessed from countries other than the United States, but Trade does not currently ship any products outside of the United States.

DISCLAIMER; LIMITATION OF LIABILITY

Coffee Characteristics

We love coffee and assume that if you’re shopping for coffee at Trade you love it, too. Although many studies have indicated that consuming coffee may be beneficial to your health, we are aware that coffee may cause allergic or other medical problems for some people, and that scientific studies may yet uncover other characteristics that are undesirable, at least for some people. Trade encourages you to make your own determination about whether consuming coffee is appropriate for you, and we encourage you to prepare coffee in a way that will not cause you any harm. Your decisions are your own responsibility, and Trade disclaims any responsibility or liability with respect to any adverse consequences you, or anyone with whom you may share your coffee, experiences.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, IN A SEPARATE EXPRESS WRITING, OR REQUIRED BY APPLICABLE LAW, TRADE MAKES NO REPRESENTATIONS, COVENANTS OR WARRANTIES AND OFFERS NO OTHER CONDITIONS, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING, WITHOUT LIMITATION, THE MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE OR NON-INFRINGEMENT OF THE SERVICE, ANY CONTENT ON THE SERVICE OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TRADE DISCLAIMS ANY WARRANTIES THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SERVICE WILL BE SECURE; THAT THE SERVICE OR ANY SERVER THAT MAKES THE SERVICE AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SERVICE WILL BE CORRECT, ACCURATE, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE COMPLETE. IF YOU DOWNLOAD ANY CONTENT FROM THE SERVICE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM THE SERVICE SHALL CREATE ANY WARRANTY OF ANY KIND.

IN NO EVENT SHALL TRADE OR ITS PARENT, SUBSIDIARIES, DIVISIONS OR AFFILIATES, OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES, OR THIRD PARTIES PROVIDING INFORMATION OR PRODUCTS ON OR IN CONNECTION WITH THE SERVICE (COLLECTIVELY, THE “RELEASEES ”) BE LIABLE TO YOU, ANY USER OF THE SERVICE OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE OR ACCESS THE SERVICE, ANY CONTENT OR INFORMATION CONTAINED THEREON OR STORED OR MAINTAINED BY TRADE, OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF ANY RELEASEE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE RELEASEES TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT YOU PAID TO TRADE IN CONNECTION WITH THE APPLICABLE PURCHASE GIVING RISE TO SUCH LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE RELEASEES HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF OF TRADE.

IF, NOTWITHSTANDING THE PROVISIONS OF THESE TERMS OF USE, ANY RELEASEE IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE, ANY CONTENT ON THE SERVICE OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE, SUCH RELEASEE’S LIABILITY SHALL IN NO EVENT EXCEED US$100.00, UNLESS SUCH RELEASEE HAS OTHERWISE EXPRESSLY AGREED IN WRITING.

Because some jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages, in such jurisdictions some or all of the above disclaimers or exclusions may not apply, and liability will be limited to the fullest extent permitted by applicable law.

INDEMNIFICATION

By using the Service, you agree to indemnify, hold harmless and defend the Releasees from any claims, damages, losses, liabilities and all costs and expenses of defense, including but not limited to, attorneys' fees, resulting directly or indirectly from a claim (including without limitation, claims made by third parties for infringement of intellectual property rights) by a third party that arises in connection with (i) your use or misuse of the Service; (ii) your breach of the Terms; (iii) your violation of any law or the rights of a third party; or (iv) your Feedback. You agree to cooperate as fully as reasonably required in the defense of any claim. Trade or the applicable Releasee reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you for which you will remain responsible for indemnifying and holding harmless the Releasees.

DISPUTE RESOLUTION

Governing Law

These Terms and any action related thereto will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. Exclusive jurisdiction and venue for actions related to these Terms or your use of the Service will be the state and federal courts located in Boston, Massachusetts, United States, and both parties consent to the jurisdiction of such courts with respect to any such actions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Alternative Dispute Resolution Process

Unless you are subject to the Mandatory Arbitration Provisions set out below, and subject to any applicable laws, if a claim arises between you and Trade where the total value of such claim is less than US$10,000, the party initiating the claim may elect to have the dispute resolved pursuant to a binding arbitration process that does not require attendance in person. This “Alternative Dispute Resolution Process” shall be initiated by either of us sending notice to the other, in which event you and Trade agree to use our reasonable efforts to agree within thirty (30) days upon an individual or service to manage the Alternative Dispute Resolution Process (the “Arbitration Manager”) according to the following requirements: (i) neither party shall be required to attend any proceeding in person, (ii) the proceeding will be conducted via written submissions, telephone or online communications or as otherwise agreed upon, (iii) the fees for the Arbitration Manager will be borne equally by the parties or be submitted to the Arbitration Manager to determine as part of the dispute and (iv) the judgment rendered by the Arbitration Manager may be entered in any court of competent jurisdiction for enforcement.

If you are a resident of the European Union (EU), please note that we offer this Alternative Dispute Resolution Process, but we cannot offer you the European Commission Dispute Platform as we do not have an establishment in the EU.

Mandatory Arbitration Provisions

If you reside in the United States or are otherwise subject to the US Federal Arbitration Act, you and Trade agree to resolve any claims relating to these Terms or the Service - except any dispute relating to the enforcement or validity of intellectual property rights - through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this "Mandatory Arbitration Provisions" section, including its enforceability, revocability, or validity. The Federal Arbitration Act governs the interpretation and enforcement of these Mandatory Arbitration Provisions.

You can decline this agreement to arbitrate by contacting us at SUPPORT@TRADECOFFEECO.COM and clearly stating your election to opt out of arbitration, and providing the Customer name, email and physical addresses, within 30 days of your first creating an account or purchasing a product, whichever first occurs.

The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (to the extent applicable), as modified by these Mandatory Arbitration Provisions. You may review those rules and procedures and obtain a form for initiating arbitration proceedings at the AAA's website. The arbitrator will decide the substance of all claims in accordance with the laws of the Commonwealth of Massachusetts, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court possessing jurisdiction over the parties, except for a limited right of appeal under the Federal Arbitration Act.

The arbitration will be held in the United States county where you live or work, Boston (MA), or any other location we agree to. If, however, the value of the relief sought is US$10,000 or less, either of us may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on us, subject to the arbitrator's discretion to require an in-person hearing. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise.

The AAA rules will govern payment of all arbitration fees. If the amount of the claim exceeds US$10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Trade will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, Trade will not pay any of your fees and, if Trade has paid any of your fees, you agree to reimburse Trade for all such fees associated with the arbitration paid by Trade on your behalf, which you otherwise would be obligated to pay under the AAA's rules.

We agree with you that there shall be exceptions to the requirement to resolve disputes under the Mandatory Arbitration Provisions, as described in this paragraph. Either you or Trade may assert claims, if they qualify, in small claims court in Boston, Massachusetts or any United States county where you live or work. In addition, either the Customer or Trade may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Suffolk County, Massachusetts to resolve your claim.

No Class Actions

You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed. If this specific paragraph is held unenforceable, then the entirety of this "Mandatory Arbitration Provisions" section will be deemed void.

SPECIAL NOTICE FOR CALIFORNIA CUSTOMERS

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may of course contact us at SUPPORT@TRADECOFFEECO.COM, phone: (888) 252-8691, or send us a message at:

Seed Leaf LLC
Landmark Center
401 Park Drive, 9^th Floor
Boston, Massachusetts 02215

Attention: Legal Notice

GENERAL TERMS

Complete Agreement

These Terms constitute the entire and exclusive understanding and agreement between Trade and you regarding the Service, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Trade and you regarding the Service. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding a Trade-accepted Order Form) will be incorporated into or form any part of these Terms, and all such terms or conditions will be null and void.

Severability

These Terms will be enforced to the fullest extent permitted under applicable law. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Assignment

You may not assign or transfer the right to use the Service, or Customer’s obligations under these Terms, by operation of law or otherwise, without Trade’s prior written consent, except in the case of a merger, acquisition, or sale of all or substantially all assets of Customer, after notice to Trade. It shall be Customer’s responsibility to ensure its billing and contact information is current at all times despite any such assignment. Any attempt by you to assign or transfer the right to use the Service, or Customer’s obligations under these Terms, without such consent, will be null and void. Trade’s remedy for any purported assignment by the Customer in breach of this section will be, at its election, termination of your account upon written notice. Trade may freely assign or transfer the Service, or Trade’s obligations under these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notice required or permitted under these Terms must be in writing and delivered by email (i) to you at the email address included within your Customer Information or (ii) to Trade at legal@tradecoffeeco.com. You agree that all notices and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. The date of receipt will be deemed the date on which such notice is transmitted.

Waiver

Trade’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Trade. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Force Majeure

Trade shall not be liable by reason of any failure or delay in the performance of any obligations on account of events beyond our reasonable control, which may include denial-of-service attacks, a failure by a Service Provider, strikes, shortages, riots, fires, acts of nature, war, terrorism, and governmental action.

Please report any violations of these Terms to SUPPORT@TRADECOFFEECO.COM.