1. Introduction

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This User Agreement, the Connect Application Terms of Use, and all policies and additional terms posted on and in our sites, applications, tools and services (collectively "Services") set out the terms on which NGF Global offers you access to and use of our Services. The Connect Application Terms of Use, all policies and additional terms posted on and in our Services are incorporated into this User Agreement and referred to herein as the “Terms”. You agree to comply with all terms of this User Agreement when accessing or using our Services.

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The entity you are contracting with is: NGF Global LLC., 3613 Pearl Ct. Navarre, Florida 32566. In this User Agreement, this entity is individually and collectively referred to as "NGF Global," “Connect,” "we," or "us."

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Please be advised that this User Agreement contains provisions that govern how claims you and we have against each other are resolved (see "Disclaimer of Warranties; Limitation of Liability" and "Legal Disputes" provisions below). It also contains an Agreement to Arbitrate which will, with limited exception, require you to submit claims you have against us or our agents to binding and final arbitration, unless you opt out of the Agreement to Arbitrate ("Agreement to Arbitrate"). If you do not opt out: (1) you will only be permitted to pursue claims against us or our agents on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

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2. About NGF Global – “Connect”

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Connect is a marketplace service that allows users to offer, sell and buy agriculture crops/products in a variety of pricing formats and locations and to enter into binding agreements for the sale and purchase of goods and commodities. The actual contract for sale is between the Seller and Buyer. NGF Global is not a party to the product transaction, and it is not a Seller, Buyer, or a traditional auctioneer/broker. You agree and acknowledge that, as a service provider, NGF Global is not responsible for the terms of any agreement for the purchase and sale of goods or commodities by and between any Seller and Buyer who use the Services to enter into an agreement for the purchase or sale of goods or commodities. You agree and acknowledge the NGF Global is not responsible for the proper performance of the agreement between Seller and Buyer, for the fulfillment of any conditions agreed between the Seller and the Buyer, or for the quality, merchantability, suitability, condition, or fitness for use of any products purchased or sold pursuant to any agreement between and Seller and Buyer for the purchase and sale of goods or commodities.

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Any guidance we provide as part of our Services, such as pricing, shipping, listing, and sourcing is solely informational and you may decide to follow it or not. Also, while we may help facilitate the resolution of disputes through various programs, NGF Global has set systems in place to help validate and verify user accounts but has no control over and does not guarantee any of: the existence, quality, safety or legality of items advertised; the truth or accuracy of users' content or listings; the ability of Sellers to sell items; the ability of Buyers to pay for items; or that a Buyer or Seller will actually complete a transaction or return an item.

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3. Using NGF Global - “Connect”

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In connection with using or accessing our Services you agree to comply with this User Agreement, our policies, our terms, and all applicable laws, rules, and regulations, and you will not:

• post, list or upload content or items in inappropriate categories or areas on our sites;

• breach or circumvent any laws, regulations, third-party rights or our systems, Services, policies, or determinations of your account status;

• take part in any business related activities that require you to possess and maintain any licenses, bonds, insurances, etc...;

• use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under applicable law, including, without limitation, economic or trade sanctions;

• fail to pay fees associated to using the agHub Portal, as well as for items purchased by you, unless you have a valid reason as set out in an NGF Global policy

  • Failure to pay fees or product costs per NGF Global policy allows User in transaction to exit “Agreement” negotiated

  • User who failed to pay fees or payment following NGF Global policy may be subject to a penalty fee

• fail to deliver items sold by you, unless you have a valid reason as set out in an NGF Global policy;

• manipulate the price of any item or interfere with any other user's listings;

• post false, inaccurate, misleading, deceptive, defamatory, or libelous content;

• take any action that may undermine the feedback or ratings systems;

• transfer or permit of use of your NGF Global – “Connect” account (including Feedback) and user ID to another person (which includes sharing of accounts);

• attempt to or distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;

• distribute viruses or any other technologies that may harm NGF Global or the interests or users and property of users;

• use any robot, spider, scraper, data mining tool, data gathering and extraction tools, or other automated means to access our Services for any purpose;

• interfere with the functioning of our Services, such as by imposing an unreasonable or disproportionately large load on our infrastructure;

• export or re-export any NGF Global application or tool, except in compliance with the export control laws, and rules and policies of any relevant jurisdictions;

• infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to NGF Global. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to NGF Global or someone else;

• infringe any Intellectual Property Rights that belong to third parties affected by your use of our Services or post content that does not belong to you;

• commercialize any NGF Global application or any information or software associated with such application, except with the prior express permission of NGF Global;

• harvest or otherwise collect information about users; or

• circumvent any technical measures used to provide our Services.

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If we believe you are abusing NGF Global and/or our Services in any way, including, without limitation, by violating these Terms, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.

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If we believe you are violating these Terms or any of our policies prohibiting (Buy and sell outside of NGF Global) you may be subject to a range of actions, including limits on your buying and selling privileges, restrictions on listings and account features, suspension of your account, application of fees, and recovery of expenses for policy monitoring and enforcement. If you are a Seller and you offer or reference your contact information or ask a Buyer for their contact information in the context of buying or selling outside NGF Global, you may be liable to pay a final value fee applicable to that item, even if the item does not sell.

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We may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at our discretion.

If you are a Buyer, you agree and acknowledge you are experienced in buying the types of products that you will use the Services to offer to buy, including, without limitation, in inspecting deliveries of the products that you will offer to buy, choosing different varieties and grades, and the storage, handling, and transportation requirements for such products. You agree and acknowledge that your offer to purchase products listed for sale as a part of the Services, including, without limitation, any scheduled discount, will become your binding obligation upon acceptance of such offer by the Seller.

If you are the Seller, you represent and warrant that: (i) you are the owner of any products that you use the Services to offer to sell free and clear of any and all liens and encumbrances, (ii) you have the absolute and unrestricted right, power and authority to execute and deliver a binding agreement to Buyer to deliver the products that you offer for sale and to perform all of your obligations pursuant to that binding agreement; (iii) all products sold pursuant to an agreement between you and the Buyer using the Services have been grown in the United States and have not been grown from, commingled with, or otherwise exposed to seed that has not received full and final approval for use from applicable authorities  within the United States. You agree and acknowledge that your acceptance for an offer by a Buyer to purchase products that you have listed for sale by use of the Service is your binding obligation, including, without limitation, any scheduled discount made a part by a Buyer’s offer.

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4. Policy Enforcement

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When a Buyer or Seller issue arises, we may consider the user's performance history and the specific circumstances in applying these Terms and our policies, and you agree that we may apply these Terms and our policies in our sole reasonable discretion. The foregoing does not limit or impair our right to refuse, modify, or terminate all or part of our Services to anyone, or to terminate this agreement with anyone, for any reason at our discretion.

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NGF Global cooperates with various agencies to assist in user disputes. Agencies include but not limited to the policies and influence outlined within the National Grain and Feed Association (NGFA) as well as the Grain and Feed Trade Associate (GAFTA). It is the User (Seller and Buyer) responsibility to ultimately settle disputes that fall outside NGF Global interaction outlined within the "User Agreement". NGF Global does not engage in any position of the business contract and opportunity between the Seller and Buyer. 

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5. Fees and Taxes

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The fees we charge for using our Services are listed on our (Seller/Buyer Fees) pages.

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If you are a "User" active in the AgHub: Agribusiness Portal, you are liable for transaction fees arising out of all sales made using some or all of our Services, even if sales terms are finalized or payment is made outside of NGF Global. In particular, if you offer or reference your contact information or ask a Buyer for their contact information in the context of buying or selling outside of NGF Global, you may be liable to an account penalty or closure even if the item doesn't sell, given your usage of our Services for the access to Buyers and new markets.

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You must have a payment method on file when selling and buying through our Services and pay all fees and applicable taxes associated with our Services by the payment due date. The payment method may be a valid credit card, PayPal, or bank account or any other provided means made available by NGF Global at later dates. Extra merchant service fees will be added to your final payment. If your payment method fails for account usage, we may collect amounts owed by charging other payment methods on file with us, retain collection agencies and legal counsel, suspend or limit Services, and for accounts over 60 days past due, request that PayPal deduct the amount owed from your PayPal account balance, in addition to any other remedies available at law or in equity. NGF Global, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report. If you wish to dispute the information NGF Global reported to a credit bureau (i.e., Experian, Equifax or TransUnion) please contact us, NGF Global. If you wish to dispute the information a collection agency reported to a credit bureau regarding your NGF Global account, you must contact the collection agency directly.

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In any jurisdiction where NGF Global has an obligation to collect sales taxes on sales you make using our Services, we may collect such sales taxes from you via the payment method on file under the terms of the Billing Agreement or via any other means available to us.

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Seller fees don't purchase exclusive rights to item exposure on our Services. We may display third-party advertisements (including links and references thereto) or other content in any part of our Services, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, Sellers.

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It is the "Users" responsibility (Seller and Buyer) to file and report own PNL for own taxes. 

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6. Listing Conditions

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When listing an item for sale on our Services, you agree to comply with NGF Global (lists and listing Policies) and also agree that:

• You assume full responsibility for the item offered and the accuracy and content of the listing,

• All listings, and details within listings will comply with NGF Global “User Agreements”  and may not violate other policies to circumvent or create abuse to the Users and NGF Global tools and / or team

• Your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances). NGF Global can't guarantee exact listing duration,

• Your fixed-price listings may renew automatically every calendar month, based on the listing terms at the time, until all quantities sell or the listing is ended by you or NGF Global, in our sole discretion,

• The content you provide complies with all of our listing policies,

• Content that violates any of NGF Global policy will not be accepted and will not be processed as a live listing

• We may revise product data associated with listings to supplement, remove, or correct information,

• We strive to create an environment where Buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:

  • Buyer's location, search query, browsing site, and history;

  • item's location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query;

  • Seller's history, Seller’s location, including listing practices, Detailed Seller Ratings, NGF Global policy compliance, Feedback, and defect rate; and

  • number of listings matching the Buyer's query,

• To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer,

• Some advanced listing upgrades will only be visible on some of our Services,

• NGF Global does not allow duplicate listings as it may also affect whether your listing appears in search results,

• Meta tags and URL links that are included in a listing may be removed or altered so as to not affect third-party search engine results,

• We may provide you with optional recommendations to consider when creating your listings. Such recommendations may be based on the aggregated sales and performance history of similar sold and current listings; results may vary for individual listings. To drive the recommendations experience, you agree that we may display the sales and performance history of your individual listings to other Sellers,

• For items listed in certain categories, subject to certain programs, and/or offered or sold at certain price points, NGF Global may require the use of certain payment methods, subject to our (Payments Methods Policy). For example, for inventory covered by authentication services, Buyer and Sellers may be subject to escrow and/or payment handling requirements,

• You will not sell and will promptly remove all listings for any product recalled by any authority agency or governmental agency if the sale of the product is prohibited by law or regulation or the product poses a health or safety hazard as specified by any governmental agency. 

• NGF Global has no responsibility or liability for any product that you list or sell through the Services, including any product that is subject to a recall. You are solely responsible for any non-conformity or defect in, or compliance with any public or private recall of any product you list or sell through the Services.

• Presale listings / future production listed by a Seller: 

  • See Pre-Sale Listing on Future Production Policies

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7. Purchase Conditions

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When buying an item and interacting on our NGF Global “Connect” platform, you agree to the "Rules and Policies for Buyers" as outlined in this User Agreement and that:

• Buyer is accepting responsibility; they have all required licensing/documents required and applicable to conduct associated business in the agriculture industry and/or sub industry for yourself and/or company if required. Any party involved in a transaction through the NGF Global Connect Management & Trading platform may request to provide documentation proving their legal abilities to conduct associated business.

  • Associated licenses / documents will be shared in the message board associated with the listing and transaction negotiated.

  • If no license is uploaded for review, Users may accept or assume at their risk/discretion Buyer is not required to obtain licensing, and Buyer accepts all responsibility of purchasing a listing on the NGF Global Connect Management & Tradingplatform, including without limitation, for non-compliance with any federal or registration requirement.

• Buyer is responsible for reading the full item listing before making a purchase or committing to buy,

• Buyer agrees and enters into a legally binding contract with the Seller to purchase an item when Buyer commits to buy an item and offer for the said item is accepted by the Seller, when available

• NGF Global process transfers legal ownership of items from the Seller to Buyer upon confirmation that product has been received and meets specifications.

  • Discount schedules may be leveraged to address “off-spec” products. Any discount to "off-spec" product must have an agreed upon and accepted "Scheduled Discount" by all parties before any transaction is completed to apply.

7.a. Production Contracts

Buyers may now list and market their own Production Contracts on the NGF Global Connect Management & Trading platform. This allows Buyers to take control of expanding opportunities utilizing the tools designed and delivered through NGF Global to open and create more and smarter business opportunities. 

• Buyers will follow all policies enforced through NGF Global for use of the Connect Management & Trading platform. All other policies are included while utilizing the NGF Global tools and access opportunities within the NGF Global network

• Buyers understand they are responsible for the value and obligations committed by Seller (Farmers)

• 100% of production value through a Production Contract is to be purchased through the Connect Management & Trading platform

• All crop(s) produced from Production Contract through NGF Global, to include any and all overage is to be marketed and sold through the NGF Global Connect Management & Trading platform

• All communications associated with the Production Contract through its transaction completion is to be made within the message board.

  • This is added security and protection for all parties involved and associated with this direct transaction

• User password is to be applied agreeing to terms negotiated and agreeing to NGF Global User Policies before exchanging User details for delivery and payment

• Use drop down filters and values to create “baseball card” profile of listing representing the “high level” details of the Production Contract you are listing

• Do not attach the Production contract with your personal contact and location details until you have agreed to NGF Global “User Agreement” and initial negotiations have been completed.

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8. Content

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Vendors and Integrated Partners: When you provide content using our Services and/or integrate as a provider to NGF Global (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of our Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that content against NGF Global, our assignees, our sublicensees, and their assignees in connection with our, those assignees', and those sublicensees' use of that content in connection with our provision, expansion, and promotion of our Services.

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You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this User Agreement. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this User Agreement, does not and will not infringe any Intellectual Property Rights of any third party. NGF Global takes no responsibility and assumes no liability for any content provided by you or any third party.

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You may use your verified data content solely in your NGF Global “Connect” listings. NGF Global may modify or revoke that permission at any time if found violating our established policies and user agreements. The product data includes copyrighted, trademarked and other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings in the product data and not to create any derivative works based on that data (other than by including the data in your listings).

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We try to offer reliable product data, but cannot promise that the product analysis provided through our services will always be accurate, complete, and up-to-date. You agree that NGF Global is not responsible for examining or warranting the listings or content provided by third parties through our Services, and that you will not attempt to hold us or our data providers liable for inaccuracies.

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The name "NGF Global" and other NGF Global product names, marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, and trade dress of NGF Global in the U.S. and other countries. They may not be used without the express written prior permission of NGF Global.

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9. Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant to Section 512(c) of Title 17 of the United States Code

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We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. NGF Global Verified Rights Owner (VeRO) program works to ensure that items and content using our Services do not infringe upon the copyright, trademark, or certain other intellectual property rights of third parties. If you believe that your intellectual property rights have been infringed, please notify our VeRO team (info@ngf-global.com: subject VeRO review) and we will investigate. 

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10. Restricted Access

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To protect NGF Global from risk of liability for your actions as a Seller, NGF Global may restrict access to the NGF Global “Connect” platform based on certain factors, including, but not limited to, selling history, Seller performance, or the filing of an NGF Global Money Back Guarantee case based on Seller failure to fulfill an obligation.

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11. Authorization to Contact You; Recording Calls; Analyzing Message Content

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NGF Global may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you.

 

NGF Global may also contact you using autodialed or prerecorded calls and text messages for marketing purposes (e.g., offers and promotions), if you consent to such communications. Our collection, use, disclosure, retention, and protection of your personal information is governed by the (User Privacy Policy). NGF Global may collect other telephone numbers for you and may place manual non-marketing calls to any of those numbers and autodialed non-marketing calls to any landline. Standard telephone minute and text charges may apply and may include overage fees if you have exceeded your plan limits. If you do not wish to receive such communications, you may change your communications preference at any time, including through your account.

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NGF Global may share your telephone number with its authorized service providers as stated in our User Privacy Notice. These service providers may contact you using autodialed or prerecorded calls and text messages, only as authorized by NGF Global to carry out the purposes identified above.

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NGF Global may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with NGF Global or its agents for quality control and training purposes, or for its own protection.

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NGF Global automated systems scan and analyze the contents of every message sent through its messages platform, including messages between users, to detect and prevent fraudulent activity or violations of NGF Global User Agreement, including the incorporated terms, notices, rules, and policies. This scanning and analysis may occur before, during, or after the message is sent, or while in storage, and may result in your message being delayed or withheld. NGF Global may store message contents, including to conduct this scanning and analysis.

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Privacy of Others; Marketing - Vendors

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If NGF Global provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to our Services. Additionally, you may not use user information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

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12. Additional Terms:

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     **Returns and Cancellations 

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Further details may be found under (Returns and Cancellations)

• All returns and cancellations of products sold and purchased between Seller and Buyer are done so between the Seller and Buyer.

• Payment made and held in escrow: 

  • When an item is returned by you as the Seller to a Buyer, in order to refund the Buyer, you (as Seller) authorize NGF Global after validating per investigated instance and buyer provided schedule discount to return funds held in the NGF Global escrow account to meet the fair value per the schedule discount overview.

  • As NGF Global does not participate and hold any position on anyone's behalf on the matter; it is highly recommended the parties involved in a transaction should provide and agree upon discount and returns due to but not limited to:

    • Product is not as described, wrong product shipped, misrepresented product marketed to Buyer, degraded product in quality (quality - grade, color, size, foreign material, etc…), contamination, spoiled, foreign material(s), improper documentation, and any other reasons parties include under the condition of.

• The cost of return shipping for an item that is not, “as described” is the Seller’s responsibility. See (Returns and Cancellations)

• The cost of  return shipment is the responsibility of the logistics provider if further investigation by the NGF Global team clearly shows and proves that such loss of product value was due to the logistics provider’s negligence or breach of acceptance of responsibility or ownership for storage and/or delivery

• NGF Global may suspend the (Money Back Guarantee) in whole or in part if we suspect abuse or interference with the proper working of the policy.

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13. Managed Payments

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NGF Global does our best to protect you from scenarios or events that may disrupt or harm your financial well being. We only work with very select payment providers who value our focus and interpretation of privacy protection. When you, a User (Buyer and Seller) provides your details pertaining to payment or banking information, it is made directly between the Users involved in the transaction. NGF Global does NOT take or accept the responsibility of foul intent or action from personal and organization payment/banking information shared between two parties for any reason. The information shared through the AgHub Message board is solely between the two parties involved in the conversation. NGF Global does not store, save, share any of the financial or banking information and details provided.

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• When we enable your account for managed payments, to continue to list and sell on NGF Global, as directed by the payments entity, each transitioned NGF Global Seller registered in the US must:

• provide the payments entity with information about you and/or your business to meet its compliance requirements, including those involving identity verification, anti-money laundering controls, and sanctions screening as required by applicable laws and policies; and

• pass such verification and screening and otherwise meet the compliance requirements of the payments entity, as determined by the payments entity; and

• provide bank account information for a U.S. recognized checking account so that the payments entity can link such a checking account to your NGF Global account, allowing the payments entity to pay you.

In addition:

• the payments entity may obtain information about you from third-parties to verify your identity, comply with anti-money laundering and sanctions screening obligations, and for other purposes in connection with managed payments; and

• the payments entity may use third-party payments service providers to assist it in providing managed payments services, including companies that process payments, perform risk assessments (such as credit agencies) or compliance checks, verify identity, and validate payment methods. NGF Global, the payments entity, and their affiliates may send personal data associated with you and your account to such third-parties.

• The payments entity may, in its sole discretion, manage payments on your behalf even if you haven't provided all requested information, and the payments entity may withhold payouts pending receipt of such information.

• The contract for sale underlying the purchase of goods is directly concluded between Seller and the Buyer in the same manner as for transactions for which the payments entity does not manage payments.

• If you are a Buyer completing a purchase from a Seller that is using managed payments:

  • You may pay for such items using those payment methods that the payments entity makes available, and the payments entity will manage settlement to the Seller. By completing purchases from a Seller who uses managed payments, you authorize the payments entity to initiate payments using your selected payment method and collect the transaction amounts on behalf of Sellers.  Accordingly, payments received by  the payments entity  from you satisfies your obligations to pay the Seller in the amount of payments received.

  • In certain instances, your transaction may be declined, frozen, or held for any reason including for suspected fraud, AML compliance, compliance with economic or trade sanctions, in connection with NGF Global internal risk controls or due to potential violations of any policy of NGF Global or the payments entity, or a policy of one of the payments entity's third-party payments services providers.

  • The payments entity or its affiliates may save payment information, such as credit card or debit card numbers, and card expiration dates, entered by you on our Services when you make a purchase, redeem a coupon, or make any other transaction on our Services where card information is entered. Such stored payment information may be used as your default payment method for future transactions on our Services. At any time, you can update your card information or enter new card information, at which point the new card information shall be stored as your default payment method. You may make changes to your default payment method through the Personal Information section under the Account tab in your profile. You are responsible for maintaining the accuracy of information we have on file, and you consent to NGF Global updating such stored information from time to time based on information provided by you, your bank or other payments services providers. You will only provide information about payment methods that you are authorized to use.

    • You may file claims on our Services, in the same manner as you do for transactions for which the payments entity does not manage payments. The payments entity refunds amounts paid for successful NGF Global (Money Back Guarantee) claims and returns or cancelled transactions in cases where the original payment was managed by the payments entity. Refund timing may vary in accordance with the rules of third parties, such as credit and debit card networks, unless refund is to be conducted through the crop sale and funds are held in escrow.

  • You agree to comply with, and not cause a third party to violate, all applicable laws, regulations, rules and terms and conditions in connection with the use of managed payments. You understand that some third parties, such as credit and debit card issuers, credit and debit card networks and payment services providers, may have their own terms and conditions for the payment or settlement methods you choose to use in connection with managed payment transactions. Failure to abide by third party terms and conditions may result in fees assessed to you (for example, currency conversion fees from your credit card issuer if the transaction currency is different from your credit card currency) or other actions taken by such third parties, and you agree that the payments entity has no control over, or responsibility or liability for, such fees or actions.

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14. Disclaimer of Warranties; Limitation of Liability

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• We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Bid update and other notification functionality in NGF Global applications may not occur in real time. Such functionality is subject to delays beyond NGF Global control.

• You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

• In addition, to the extent permitted by applicable law, in no event will NGF Global (including our  subsidiaries, and affiliates, and appointed officers, directors, agents and employees) be liable to you or any third party under any claim at law or in equity for any incidental or consequential damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages), and all such damages or losses are expressly excluded by this agreement whether or not they were foreseeable or NGF Global was advised of such damages or losses. Without limiting the generality of the foregoing, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:

• the content you provide (directly or indirectly) using our Services;

• your use of or your inability to use our Services;

• pricing, shipping, format, or other guidance provided by NGF Global and preferred partners;

• delays or disruptions in our Services;

• viruses or other malicious software obtained by accessing or linking to our Services;

• glitches, bugs, errors, or inaccuracies of any kind in our Services;

• damage to your hardware device from the use of any NGF Global Service;

• the content, actions, or inactions of third parties, including items listed using our Services or the destruction of allegedly fake items;

• a suspension or other action taken with respect to your account or breach of the Abusing NGF Global Section above;

• the duration or manner in which your listings appear in search results as set out in the Listing Conditions Section above; or

• your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement or our policies.

• Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) any amounts due under the NGF Global Money Back Guarantee up to the price the item sold for on NGF Global (including any applicable sales tax) and its original shipping costs, (b) the amount of fees in dispute not to exceed the total fees, which you paid to us in the 12 months prior to the action giving rise to the liability, or (c) $100.

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15. Release

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• If you have a dispute with one or more users, you release us and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents (collectively from “Releases”) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes and you agree to indemnify, defend, and hold harmless all Releases from any and all such claims, demands, and damages. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

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16. Indemnity

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• You will indemnify and hold NGF-Global inc. (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of our Services or your breach of any law or the rights of a third party.

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17. Legal Disputes

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• PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND NGF Global HAVE AGAINST EACH OTHER ARE RESOLVED.

• In this Legal Disputes Section, the term “related third parties” includes your and NGF Global’s respective affiliates, subsidiaries, parent companies, predecessors, successors, assigns, as well as your, NGF Global’s, and these entities’ respective employees and agents.

• You and NGF Global agree that any claim or dispute at law or equity that has arisen, or may arise, between you and NGF Global (or any related third parties) that relates in any way to or arises out of this or previous versions of this User Agreement, your use of or access to the Services, the actions of NGF Global or its agents, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.

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A. Applicable Law

• You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Florida, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and NGF Global, except as otherwise stated in this User Agreement.

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B. Agreement to Arbitrate

• You and NGF Global each agree that any and all disputes or claims that have arisen, or may arise, between you and NGF Global (or any related third parties) that relate in any way to or arise out of this or previous versions of the User Agreement, your use of or access to our Services, the actions of NGF Global or its agents, or any products or services sold, offered, or purchased through our Services shall be resolved exclusively through final and binding arbitration, rather than in court.

• Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act ("FAA"), and to the extent not inconsistent with the FAA, the laws of the State of Florida, without regard to principles of conflict of laws, governs the interpretation and enforcement of this Agreement to Arbitrate.

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Prohibition of Class and Representative Actions and Non-Individualized Relief

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• YOU AND NGF Global AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND NGF GLOBAL AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim or a particular request for a remedy (such as a request for injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) must be severed from the arbitration and may be brought in court (pursuant to Section 18.C below), subject to your and NGF Global’s right to appeal the court's decision. All other claims will be arbitrated.

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Arbitration Procedures

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• Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individualized basis that a court can award to an individual. An arbitrator should apply the terms of the User Agreement as a court would. All issues are for the arbitrator to decide.

• The arbitration will be administered by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules and the AAA's Commercial Arbitration Rules, and the AAA's International Centre for Dispute Resolution Rules (as applicable), as modified by this Agreement to Arbitrate. Absent agreement of the parties, the AAA shall decide which AAA rules apply to the arbitration. In the event that the AAA is unavailable to administer the arbitration, another administrator will be selected by the parties or, if the parties cannot reach the agreement, the court (pursuant to Section 18.C below) shall select the administrator.

• A party who intends to seek arbitration must first send to the other, by certified mail, a valid Notice of Dispute ("Notice"), which may reach at the following: 

  • The Notice to NGF Global must be sent to NGF Global, Attn: Litigation Department, Re: Notice of Dispute, 3613 Pearl Ct. Navarre, Florida 32566. NGF Global will send any Notice to you to the physical address we have on file associated with your NGF Global account; it is your responsibility to keep your physical address up to date. To be valid, you must personally sign the Notice and complete all information on the Notice form, including a description of the nature and basis of the claims you are asserting, the specific relief sought, and the email address and phone number associated with your account.

• If you and NGF Global are unable to resolve the claims described in a valid Notice within 30 days after NGF Global receives that Notice, you or NGF Global may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to NGF Global at the following address: NGF Global. c/o 3613 Pearl Ct. Navarre Florida 32566. In the event NGF Global initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your NGF Global account. Any settlement offer made by you or NGF Global shall not be disclosed to the arbitrator.

• If you are a resident of the United States, then the arbitration hearing shall be held in the county in which you reside or at another mutually agreed location. If you are not a resident of the United States, then the arbitration hearing will be held in Florida, United States, or another mutually agreed location. Where no disclosed claims or counterclaims exceed $25,000, the dispute shall be resolved by the submission of documents only, subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or NGF Global may attend by telephone, unless the arbitrator requires otherwise. The language of the arbitration will be English.

• The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same NGF Global user to the extent required by applicable 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 having jurisdiction thereof.

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Costs of Arbitration

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• Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate.

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Severability

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• With the exception of any of the provisions in Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.

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Opt-Out Procedure

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• IF YOU ARE A NEW USER OF OUR SERVICES, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE ("OPT-OUT") BY MAILING US A WRITTEN OPT-OUT NOTICE ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO NGF GLOBAL, ATTN: LITIGATION DEPARTMENT, RE: OPT-OUT NOTICE, 3613 Pearl Ct. Navarre Florida 32566.

• For your convenience, we are providing an (Opt-Out Form).  You must complete and mail that to us in order to opt out of the Agreement to Arbitrate. You must complete the Opt-Out Notice form by providing the information called for in the form, including your name, address (including street address, city, state and zip code), and the user ID(s) and email address(es) associated with the NGF Global Service account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of this User Agreement and its Legal Disputes Section will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

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Future Amendments to the Agreement to Arbitrate

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• Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against NGF Global prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and NGF Global. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.NGF-Global.com at least 30 days before the effective date of the amendments and by providing notice through the NGF Global Message Center and/or by email. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.

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Judicial Forum for Legal Disputes

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• All claims or disputes that are not subject to the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate and all matters brought pursuant to and in aid of the Agreement to Arbitrate will be resolved exclusively by a state or federal court located in Florida. You and NGF Global agree to submit to the personal jurisdiction of the courts located within Florida for the purpose of litigating all such claims, disputes, or matters.

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18. General

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• Except as otherwise provided in this User Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement.

• Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

• We may amend this User Agreement at any time by posting the amended terms on www.ngf-global.com. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and an NGF Global representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.

• Without limiting NGF Global’s the ability to refuse, modify, or terminate all or part of our Services, NGF Global may also terminate this Agreement with anyone at any time for any reason, at our sole discretion, by giving notice of such termination.

• The policies and terms posted on our Services may be changed from time to time. Changes take effect when we post them on the NGF Global Service.

• If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.

• The User Agreement and all terms and polices posted through our Services set forth the entire understanding and agreement between you and NGF Global, and supersede all prior understandings and agreements of the parties.

• The following Sections survive any termination of this User Agreement: Fees and Taxes, Content, Holds and Restricted Funds, Managed Payments, Additional Terms, Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, and General.

• If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.