Terms of User Agreement

Last updated: March 20, 2025

These Terms of Use (the “Terms”) govern your access to and use of the online platform and related services made available by FarmersOrigin LLC, an Indiana limited liability company (“FarmersOrigin”, “we”, “us” or “our”).

By creating an account, accessing, or using the Platform, you agree to be bound by these Terms. If you do not agree, you must not use the Platform.

1. Who We Are

FarmersOrigin LLC is a domestic limited liability company organized under the laws of the State of Indiana, United States. FarmersOrigin operates a business-to-business (B2B) digital platform that enables professional buyers and sellers to trade agricultural and related products such as substrates, cocopeat, coconut-based products, spices and other materials (collectively, the “Products”).

Our contact details are:

  • Legal Name: FarmersOrigin LLC
  • Jurisdiction of Formation: State of Indiana, United States
  • Email: legal@farmersorigin.com

2. Definitions

In these Terms, unless the context requires otherwise:

  • “Account” means the user account created on the Platform by or on behalf of a User.
  • “Content” means any data, text, images, documents, files or other materials uploaded to, submitted to, stored on, or displayed through the Platform.
  • “Platform” means any online portal, website, application or related system operated by FarmersOrigin that provides access to the B2B marketplace and associated services.
  • “User” or “you” means any business entity, or an individual acting on behalf of such business entity, that registers for and/or uses the Platform.
  • “Products” has the meaning given in Section 1 above and includes any agricultural or related goods traded via the Platform.
  • “Services” means the services made available by FarmersOrigin through the Platform, including but not limited to listing Products, facilitating orders, and related tools or functionalities.

3. Eligibility and Business Use Only

  1. The Platform is intended solely for use by businesses and professional users in a business-to-business (B2B) context. It is not intended for use by individual consumers acting for personal, family or household purposes.
  2. By registering for or using the Platform, you represent and warrant that:
    1. you are acting on behalf of a business or professional entity;
    2. you have the legal authority to bind that entity to these Terms; and
    3. all information provided during registration and thereafter is accurate, complete, and kept up to date.
  3. FarmersOrigin reserves the right, in its sole discretion, to refuse, suspend, or terminate registration of any User at any time.

4. Account Registration and Security

  1. To use certain features of the Platform, you must create an Account and provide requested information, which may include your name, company name, email address, and other business details.
  2. You are responsible for maintaining the confidentiality and security of your login credentials and for restricting access to your Account.
  3. You agree to:
    1. provide accurate and truthful information when registering;
    2. promptly update your information if it changes;
    3. notify us immediately if you suspect any unauthorized access to or use of your Account; and
    4. accept responsibility for all activities that occur under your Account.
  4. FarmersOrigin may, at any time, require you to change your password or other security credentials, or take steps it reasonably deems necessary to protect the security of the Platform.

5. Use of the Platform

  1. You agree to use the Platform only for lawful business purposes that comply with these Terms and all applicable laws and regulations.
  2. You must not:
    1. interfere with, disrupt, or negatively affect the operation of the Platform or the use of the Platform by any other User;
    2. attempt to gain unauthorized access to the Platform, other Users’ accounts, or FarmersOrigin’s systems;
    3. circumvent or attempt to circumvent any security or authentication measures;
    4. use any automated system (including robots, spiders, scrapers, or offline readers) to access the Platform in a manner that sends more request messages than a human can reasonably produce using a conventional web browser;
    5. upload, transmit, or distribute any viruses, malware, or other harmful code;
    6. impersonate another person or entity, or misrepresent your affiliation with a person or entity;
    7. scrape, copy, harvest, or otherwise collect information from the Platform without our prior written consent, except to the extent allowed by law; or
    8. use the Platform to engage in any fraudulent, deceptive, illegal, or unauthorized activities.
  3. You are solely responsible for ensuring that your use of the Platform, including any cross-border transactions, complies with all applicable laws, including but not limited to export control, sanctions, anti-money laundering, anti-corruption, and competition laws.

6. Marketplace and Contracts

  1. The Platform may allow Users to view or submit requests for quotes, offers to buy or sell Products, and other proposals. FarmersOrigin may itself list or offer Products and may act as a buyer or seller.
  2. Unless expressly stated otherwise, any price lists, offers, proposals, or other information made available through the Platform are for information purposes only and do not constitute binding offers.
  3. The specific commercial terms of any transaction (including price, quantity, quality/specifications, delivery terms, payment terms and other conditions) shall be governed by a separate written contract, purchase order, sales agreement, business confirmation, or similar document (each a “Transaction Contract”) agreed between you and FarmersOrigin.
  4. In the event of any conflict between these Terms and a Transaction Contract, the Transaction Contract will prevail with respect to that particular transaction.
  5. You are responsible for all Content and documentation you upload or submit in relation to any transaction, including but not limited to invoices, shipping documents, certificates, analyses, and correspondence, and you warrant that such Content is accurate, complete, and not misleading.

7. Fees and Payments

  1. Fees, prices, and other charges for Products or Services will be set out in the relevant Transaction Contract, invoice, or published fee schedule, as applicable.
  2. Unless otherwise agreed in writing:
    1. payments must be made in the currency specified in the invoice or Transaction Contract;
    2. payments must be made within the timeframe specified; and
    3. you are responsible for all applicable taxes, customs duties, and similar charges arising from the transaction, except to the extent that FarmersOrigin has expressly agreed otherwise.
  3. FarmersOrigin may charge interest or late fees on overdue amounts as specified in the applicable Transaction Contract or as permitted by applicable law.

8. Intellectual Property

  1. The Platform and all related content, features, and functionality (including, without limitation, software, text, graphics, logos, icons, images, audio clips, video clips, and design) are owned by FarmersOrigin, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
  2. Subject to your compliance with these Terms, FarmersOrigin grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes.
  3. You may not:
    1. copy, reproduce, modify, distribute, display, perform, publish, create derivative works from, or transmit any part of the Platform or its content without our prior written consent;
    2. reverse engineer, decompile, or disassemble any software in or associated with the Platform;
    3. remove or alter any copyright, trademark, or other proprietary notices;
    4. use any FarmersOrigin trademarks, logos, or branding without our prior written permission.
  4. You retain ownership of any Content you upload or submit to the Platform. However, by uploading or submitting Content, you grant FarmersOrigin a non-exclusive, worldwide, royalty-free, sublicensable and transferable license to use, reproduce, store, display, adapt, and process such Content for the purposes of operating the Platform, performing Transaction Contracts, and fulfilling our legal obligations.

9. Data Protection and Privacy

  1. Our collection, use, and disclosure of personal information in connection with the Platform is governed by our Privacy Policy, which is incorporated into these Terms by reference.
  2. By using the Platform, you acknowledge that personal information will be processed as described in the Privacy Policy.

10. Disclaimers

  1. The Platform and all information and services provided through it are provided on an “as is” and “as available” basis.
  2. To the maximum extent permitted by law, FarmersOrigin disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
  3. FarmersOrigin does not warrant that:
    1. the Platform will be uninterrupted, secure, or free from errors or defects;
    2. any information obtained through the Platform will be accurate, complete, or up to date; or
    3. any defects or errors will be corrected.
  4. Any decisions or actions you take based on information made available via the Platform are taken at your own risk.

11. Limitation of Liability

  1. To the maximum extent permitted by applicable law, in no event shall FarmersOrigin or its affiliates, directors, officers, employees, or agents be liable for any:
    1. indirect, incidental, consequential, special, exemplary, or punitive damages; or
    2. loss of profits, revenue, business, goodwill, data, or other intangible losses,
    arising out of or in connection with your use of, or inability to use, the Platform, or these Terms, even if FarmersOrigin has been advised of the possibility of such damages.
  2. To the maximum extent permitted by law, FarmersOrigin’s total aggregate liability arising out of or relating to these Terms or your use of the Platform shall not exceed the greater of (i) the total amount paid by you to FarmersOrigin in connection with your use of the Platform during the twelve (12) months preceding the event giving rise to the claim, or (ii) one hundred U.S. dollars (USD 100).
  3. Nothing in these Terms shall limit or exclude liability that cannot be limited or excluded under applicable law, including but not limited to liability for fraud or fraudulent misrepresentation.

12. Indemnity

You agree to indemnify, defend, and hold harmless FarmersOrigin and its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

  1. your breach of these Terms;
  2. your misuse of the Platform or any Services;
  3. any Content you upload, submit, or transmit via the Platform; or
  4. your violation of any law or the rights of any third party.

13. Suspension and Termination

  1. FarmersOrigin may, in its sole discretion and without liability, suspend or terminate your access to the Platform, in whole or in part, at any time and for any reason, including but not limited to:
    1. if we reasonably believe you have violated these Terms or any applicable law;
    2. if we suspect fraud, security issues, or misuse of the Platform; or
    3. if we decide to discontinue or materially modify the Platform.
  2. You may stop using the Platform at any time. If you wish to request closure of your Account, please contact us using the details provided in Section 16.
  3. Termination of your access to the Platform will not affect any rights or obligations already accrued at the time of termination, including without limitation payment obligations under any Transaction Contracts.

14. Changes to These Terms

  1. We may update or modify these Terms from time to time. When we do so, we will revise the “Last updated” date at the top of this page.
  2. In the case of material changes, we may also provide additional notice (such as by posting a prominent notice on the Platform or sending you an email).
  3. Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the revised Terms.

15. Governing Law and Jurisdiction

  1. These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Indiana, United States, without giving effect to any choice or conflict of law provision or rule.
  2. You and FarmersOrigin agree that the state and federal courts located in the State of Indiana shall have exclusive jurisdiction to hear and determine any suit, action, or proceeding, and to settle any disputes, arising out of or in connection with these Terms or your use of the Platform.

16. Contact Us

If you have any questions about these Terms or the Platform, please contact us at:

  • FarmersOrigin LLC
  • Attn: Legal / Terms of Use
  • Email: legal@farmersorigin.com