Terms Of Use

TWINS FARM INC.

Effective Date: [June 21st, 2022]

These Terms and Conditions (“Terms”) govern the access or use by you, a “User”, of software applications, websites, content, products, and technology (collectively, the “TWINS FARM Application”) and services (the "TWIN FARMS Services") made available in North and South America by TWINS FARM, INC. ("TWIN FARMS").

The TWIN FARMS Application provides a centralized marketplace that directly connects conscious customers (“Customers”), including retailers, event planners, grocery stores, food product manufacturers, restaurants, caterers, and even individuals, among others, with fair-trade farmers (“Farmers”) in order to facilitate the sale and purchase of fresh produce, as well as other agricultural and food products and commodities including but not limited to coffee and cocoa, dried fruits, frozen pulp, superfoods, grains, seafood, and livestock, around the world. TWIN FARMS may also provide certain third-party goods and service providers (“Third Parties”) access to the TWINS FARM Application for the purpose of providing its users and, in particular, its Farmers, with goods and services directed at food production and marketing. Customers, Farmers, and Third Parties are collectively referred to herein as “Users.”

Each User shall create a User account that enables access to the TWIN FARMS Application.

For purposes of these Terms, the goods and services provided by Farmers to Customers or Third Parties to Customers or Farmers that are matched through the TWIN FARMS Application shall be referred to collectively as the “TWIN FARMS Services.” Any decision by a User to offer or accept TWIN FARMS Services is a decision made in such User’s sole discretion. Each good or service provided by a Farmer to a Customer or by a Third Party to a Farmer or Customer shall constitute a separate agreement between such persons/entities.

1. CONTRACTUAL RELATIONSHIP

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND TWINS FARM.

In these Terms, the words "including" and "include" mean "including, but not limited to."

By accessing or using the TWINS FARM Application and TWINS FARM Services, you acknowledge that you

(i) have read these Terms,
(ii) understand these Terms, and
(iii) accept and agree to be bound by these Terms.

If you do not agree to these Terms, you should immediately cease and refrain from accessing or using the TWIN FARMS Application or TWIN FARMS Services.

These Terms expressly supersede prior agreements or arrangements with you. TWIN FARMS reserves the right to discontinue its services and/or cease offering or deny access to the TWIN FARMS Application or any portion thereof, at any time for any reason.

Supplemental terms may apply to certain TWIN FARMS Services, such as policies for a particular event, program, activity, or promotion, and such supplemental terms will be disclosed to you in separate, specific disclosures on the TWIN FARMS Application or in connection with the applicable TWIN FARMS Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable TWIN FARMS Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

Modification.

TWIN FARMS reserves the right to amend the Terms from time to time. Amendments will be effective upon TWIN FARMS's posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). YOUR CONTINUED ACCESS OR USE OF THE TWIN FARMS APPLICATION AFTER SUCH POSTING CONFIRMS YOUR CONSENT TO BE BOUND BY THE TERMS AS AMENDED.

Term and Termination.

TWIN FARMS may terminate these Terms at any time, with or without notice, for any reason.

You may close your Account and terminate your relationship with us upon 30 days written notice and will remain liable for all obligations related to your Account even after the Account is closed. Any incomplete transactions between you as a Customer or Producer User must be completed or canceled before closing your Account.

In certain cases, you may not close your Account, including:

to evade an investigation,
if you have a pending transaction or an open dispute or claim, and
if you owe any fees, payments, or Commissions to us.

Privacy Statement.

TWIN FARMS’s collection and use of personal information via its Application is in connection with the TWIN FARMS Services is described in TWIN FARMS's Privacy Statement which can be reviewed at [https://www.twinfarms.market/privacy-policy].

2. ACCESS AND USE OF THE SERVICES

User Accounts.

In order to use most aspects of the TWIN FARMS Application, you must register for and maintain an active user account ("Account").

We offer accounts for two types of users: Farmers and Customers. Each User Account lets Customers and Farmers connect with one another, negotiate and transfer money between each other for the purchase of produce, agricultural and food products, and commodities, and buy goods directly from TWIN FARMS.

The functionality of any content reflected in each Account may be subscription-based, thus, each Account will reflect functionality that depends on the subscription level and fees paid by the User. The particular price and functionality associated with each subscription level will be made available at [https://www.twinfarms.market/pricing]. TWIN FARMS RESERVES THE RIGHT TO MODIFY THE SUBSCRIPTION TYPES, COSTS, AND FUNCTIONALITY AT ANY TIME.

The TWIN FARMS Application may only be used by individuals who can form legally binding contracts under applicable law. The TWIN FARMS Application is not available to minors (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated at TWIN FARMS’s discretion. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of these Terms.

Account registration requires you to submit to TWIN FARMS certain personal information, such as your

name,
shipping address,
mobile phone number, and
age.

The TWIN FARMS application may be reviewed and accessed without any need to provide payment or banking information. However, in order to complete any transactions or place any orders with other users from the TWIN FARMS Application, you will be required to submit at least one valid payment method supported by TWIN FARMS.

In an effort to promote trust amongst its Users and to avoid fraud, TWIN FARMS may further require each User to provide its Employer Identification Number or other means for verifying personal or company identity.

You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the TWIN FARMS Application. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by TWIN FARMS in writing, you may only possess one Account.

Farmer Certification.

In addition to the foregoing information required to create an Account, Farmer users of the Application will be required to submit an active Certified Producer’s certificate number subject to verification by TWIN FARMS. Certification must be timely renewed and provided to TWIN FARMS upon expiration. Failure to provide evidence of recertification will be considered a breach of these Terms and subject your Account to termination.

Farmers will also be responsible for providing the following documentation with each order shipped:

From Outside the United States:

Certificate or Origin
Employer identification number for each country
Certification of drug inspection
Any documents or certificates required for importation, customs, and transport including but not limited to
- commercial invoices,
- proformas,
- phytosanitary certificates,
- bill of lading or airway bill,
- FDA number,
- packing list, and
- any other certificate related to the farmer

Within the United States:

Documents confirming authorization to sell and transport produce within the United States (“US”), including but not limited to
- commercial invoice,
- any certificate related to the farmer,
- bill of lading, and
- packing list.
Documents verifying the identity of a Farmer inside of the US before sale, including but not limited to
- an affidavit confirming identity,
- employer identification number (“EIN”), and
- Internal Revenue Service (“IRS”) form W-9 tax form.
Documents verifying the identity of a Buyer inside of the US before purchase, including but not limited to
- an affidavit confirming identity,
- employer identification number (“EIN”), and
- Internal Revenue Service (“IRS”) form W-9 tax form

Exclusivity.

At its discretion and to the extent contemplated by these Terms, TWIN FARMS will have the exclusive right to supply certain goods and services, including for example only and not limitation photography and verify certification services and non-food goods, to Farmers as such Farmers may require on the TWIN FARMS Application during the Term. Details may be found at [https://www.twinsfarm.market/vip].

Customers and Farmers are prohibited from conducting business outside of the TWIN FARMS Application between and amongst themselves as well as with Third Parties during the Term. Please see the Twins Farm Off Application Policy for more information [https://www.twinfarms.market/off-application-policy].

User Requirements and Conduct.

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive services from Farmers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the TWIN FARMS Application, and you may only access or use the TWIN FARMS Application and Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). You may not in your access or use of the TWIN FARMS Application and Services cause nuisance, annoyance, inconvenience, or property damage to any other party. In certain instances, you may be asked to provide proof of identity to access or use the TWIN FARMS Services, and you agree that you may be denied access to or use of the TWIN FARMS Services if you refuse to provide proof of identity.

User Provided Content.

TWIN FARMS may, in TWIN FARMS's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to TWIN FARMS through the TWIN FARMS Application textual, audio, and/or visual content and information, including commentary and feedback related to the TWIN FARMS Application or Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to TWIN FARMS, you grant TWIN FARMS a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised, without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that:

(i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant TWIN FARMS the license to the User Content as set forth above; and

(ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor TWIN FARMS's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by TWIN FARMS in its sole discretion, whether or not such material may be protected by law. TWIN FARMS may, but shall not be obligated to, review, monitor, or remove User Content, at TWIN FARMS's sole discretion and at any time and for any reason, without notice to you.

Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the TWIN FARMS Application. Your mobile network's data and messaging rates and fees may apply if you access or use the TWIN FARMS Application from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the TWIN FARMS Application and Applications and any updates thereto. TWINS FARM does not guarantee that the TWIN FARMS Application, or any portion thereof, will function on any particular hardware or devices. In addition, the TWINS FARM Application may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

3. FEES, CHARGES, AND PAYMENT

In exchange for facilitating the purchase and sale of goods as TWIN FARMS Services, you agree to pay TWIN FARMS, and permit TWIN FARMS to retain a fee based on certain subscription levels as detailed at [https://www.twinsfarm.market/pricing].

In general, all fee payments may be facilitated through a third-party payment processor. TWIN FARMS may replace its third-party payment processor without notice to you. Fee payments shall only be made through the TWIN FARMS Application. Your payment of fees to TWIN FARMS will satisfy your payment obligation for your use of the TWIN FARMS Application and TWIN FARMS Services.

Commission and Referral Credit.

In addition to any subscription Account fees charged by TWIN FARMS for each User Account, TWIN FARMS will also collect a percentage of each transaction, sale or purchase that may occur between Customer and Farmer Users as a Commission via the TWIN FARMS Application.

TWINS FARM will also credit each User Account for successfully recruiting new members to subscribe and transact via the Application.

You can view the details of the Commission and Referral Credit at [https://www.twinsfarm.market/commission].

Refunds.

When a Customer buys goods from a Farmer using the TWIN FARMS Application, the Customer will be given a set amount of time to inspect and verify the acceptability of the quality of the goods. The Farmer and Customer may, in advance, agree to certain quality control and refund terms in case of unacceptable goods. Details of quality control, product acceptance terms, and refunding procedures may be viewed at [https://www.twinsfarm.market/refunds].

4. TWIN FARMS APPLICATION AND SERVICES

License.

Subject to your compliance with these Terms, TWIN FARMS grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to:

(i) access and use the Applications on your personal device solely in connection with your use of the TWIN FARMS Application and TWIN FARMS Services; and

(ii) access and use any content, information and related materials that may be made available through the TWIN FARMS Application, in each case solely for your personal, noncommercial use.

Any rights not expressly granted herein are reserved by TWIN FARMS and TWIN FARMS's licensors.

If you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information to our Copyright Agent:

(i) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(ii) A description of the copyrighted work that you claim has been infringed;
(iii) A description of where the material that you claim is infringing is located on the Site;
(iv) Your address, telephone number, and e-mail address;
(v) 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
(vi) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our Copyright Agent for Notice of claims of copyright infringement on the Site can be reached as follows:

By Mail: 4136 Del Rey Ave., Marina Del Rey, CA 90292]

By Phone: (424)410-3976

By E-mail: sales@twinsfarm.market

Restrictions.

You agree and understand that you may not:

(i) remove any copyright, trademark or other proprietary notices from any portion of the TWIN FARMS Application;
(ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by TWIN FARMS;
(iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law;
(iv) link to, mirror or frame any portion of the TWIN FARMS Application;
(v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the TWIN FARMS Application or unduly burdening or hindering the operation and/or functionality of any aspect of the TWIN FARMS Application; or
(vi) attempt to gain unauthorized access to or impair any aspect of the TWIN FARMS Application or its related systems or networks.

Ownership.

Except as provided under the License above, all content included on the TWIN FARMS Application is and shall continue to be the property of Twins Farm Inc. or its content suppliers and is protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, use or publication by you of any such content or any part of the Applications is prohibited, except as expressly permitted in these Terms. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of this Application.

Trademarks.

For the avoidance doubt, TWIN FARMS and related design are either trademarks or registered trademarks of Twins Farm Inc. Other product and company names mentioned on this Application may be trademarks of their respective owners.

5. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY

Disclaimer.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TWINS FARM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, TWINS FARM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF SERVICES OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TWINS FARM DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF FARMERS OR THIRD PARTIES. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES PROVIDED BY THE FARMERS OR THIRD PARTIES, AND ANY SERVICE REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Limitation of Liability.

TWIN FARMS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE TWINS FARM APPLICATION OR GOODS OR SERVICES RENDERED BY FARMERS OR THIRD PARTIES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF TWINS FARM, EVEN IF TWINS FARM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TWIN FARMS SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, EVEN IF TWINS FARM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TWINS FARM SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND TWINS FARM'S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT FARMERS OR THIRD PARTIES PROVIDING GOODS OR SERVICES MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED.

THE TWINS FARM SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE GOODS OR SERVICES WITH FARMERS AND THIRD PARTIES, BUT YOU AGREE THAT TWIN FARMS HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY GOODS OR SERVICES PROVIDED TO YOU BY FARMERS OR THIRD PARTIES OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THELIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, TWIN FARMS’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON TWINS FARM’S CHOICE OF LAW PROVISION SET FORTH BELOW.

Indemnity.

You agree to indemnify and hold TWIN FARMS and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees and costs), arising out of or in connection with:

(i) your use of the TWIN FARMS Application or Services;
(ii) your breach or violation of any of these Terms;
(iii) TWIN FARMS's use of your User Content; or
(iv) your violation of the rights of any third party.

Your Warranty of Legal Compliance.

You warrant and represent that you are not located in a country subject to a U.S. government embargo, or a country designated by the U.S. government as a “terrorist supporting” country, and that you are not on any list of prohibited or restricted parties.

7. OTHER PROVISIONS

Choice of Law.

You agree that the laws of the state of California, without regard to conflicts of laws provisions will govern these Terms and Condition of Use and any dispute that may arise between you and Twins Farm Inc. or its affiliates.

Severability.

If any portion of these Terms is found to be unenforceable or unlawful for any reason the unenforceable or unlawful provision shall be severed from these Terms. Severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Agreement or the parties’ ability to enforce any remaining claims on an individual basis.

Notice.

TWINS FARM may fulfill any requirements to give notice by means of a general notice on the TWIN FARMS Application, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to TWIN FARMS, with such notice deemed given when received by TWIN FARMS, at any time by first class mail or pre-paid post to our registered agent for service of process as listed above.

Severability.

If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

Waiver.

The failure of Twins Farm Inc. to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. Any waiver of these Terms by Twins Farm Inc. must be in writing and signed by an authorized representative of Twins Farm Inc.

Relationship of the Parties.

Nothing contained in these Terms or your use of the TWIN FARMS Application shall be construed to constitute either party as a partner, joint venturer, employee, or agent of the other party, nor shall either party hold itself out as such.Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability, or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.

Entire Agreement.

This Terms of Use constitutes the entire agreement between you and Twins Farm Inc. and governs the terms and conditions of your use of the Site, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Twins Farm Inc. with respect to this Application.Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the Application and Services. Twins Farm Inc. may revise this Terms of Use at any time by updating these Terms and posting it on the Site.Accordingly, you should visit the Site and review the Terms of Use periodically to determine if any changes have been made. Your continued use of this Application and TWIN FARMS Services after any changes have been made to the Terms of Use signifies and confirms your acceptance of any such changes or amendments to the Terms of Use.

Contact Information.

Twins Farm

By Mail: 4136 Del Rey Ave., Marina Del Rey, CA 90292]

By Phone: (424)410-3976

By E-mail: sales@twinsfarm.market

BY CLICKING AGREE WITH TERMS AND CONDITIONS, I HEREBY ACKNOWLEDGE THAT I FULLY ACCEPT AND UNDERSTAND ALL OF THE ABOVE REQUIREMENTS.