CropBuyer Terms of Service

Effective Date: 8/9/2025

1. Agreement to Terms

These Terms of Service (“Terms”) form a legally binding agreement between you (“you,” “your,” or “User”) and CropBuyer LLC, including its affiliates and subsidiaries (“CropBuyer,” “we,” “us,” or “our”). These Terms govern your access to and use of all websites, mobile applications, software, tools, data, content, and other services provided by CropBuyer (collectively, the “Services”).

By:

1. Clicking “I Agree” or a similar button when prompted;
2. Completing the registration process; or
3. Accessing, browsing, or otherwise using the Services,

you confirm that you have read, understood, and agreed to be bound by these Terms. If you do not agree, you must immediately discontinue use of the Services.

If you are acting on behalf of a business or legal entity (a “Subscriber”), you represent that you have full authority to bind that entity to these Terms, and all obligations hereunder will apply to both you and that entity.

2. Eligibility and Age Restriction

You must be at least twenty-one (21) years of age to use the Services. You may not use the Services if:

• You are located in a jurisdiction where cannabis-related activity is prohibited by state or local law;
• You are legally barred from receiving or using the Services; or
• Your use would cause CropBuyer to violate any Applicable Law.

3. Definitions

Affiliate – Any entity controlling, controlled by, or under common control with a party. “Control” means ownership or control of more than 50% of voting securities.

Applicable Law – All relevant state, municipal, and local laws, regulations, ordinances, rules, and judicial or administrative orders governing cannabis-related activities in your jurisdiction. This excludes U.S. federal cannabis prohibition laws under the Controlled Substances Act and related statutes (“Federal Cannabis Laws”).

Authorized Users – Persons you authorize to access the Services under your account, limited to employees, contractors, or agents with a legitimate business purpose.

Content – All proprietary materials provided by CropBuyer in connection with the Services, including text, graphics, logos, images, data, software, and designs, excluding User Submissions.

Order Form – Any written or electronic document between you and CropBuyer specifying Services, pricing, and special terms.

4. Cannabis Law Acknowledgment

4.1 Federal Law Risk – Cannabis remains illegal under U.S. federal law. By using the Services, you accept the risk that your participation in cannabis-related activities could result in enforcement actions by federal authorities.

4.2 Technology-Only Role – CropBuyer is a technology platform. We do not buy, sell, store, ship, handle, test, label, or take possession of cannabis products.

4.3 No Licensing Role – CropBuyer does not hold cannabis business licenses. You are solely responsible for obtaining and maintaining all required licenses, permits, and approvals.

4.4 No Guarantee of Legality – CropBuyer does not warrant that any transaction on the platform complies with Applicable Law. You are solely responsible for ensuring compliance in your jurisdiction.

4.5 User Assumption of Risk – You bear all civil, criminal, and regulatory liability for your activities on the platform.

5. User Accounts

You may need to register for an account to use certain Services. You agree to:

• Provide complete, accurate, and current information, including any required cannabis license data;
• Keep login credentials secure;
• Immediately notify CropBuyer of unauthorized access;
• Update account details promptly upon changes.

You are responsible for all activity under your account, authorized or unauthorized.

6. User Warranties

You represent and warrant that you:

• Comply with all Applicable Laws;
• Hold and maintain all necessary cannabis-related licenses;
• Will not list hemp-derived intoxicating products prohibited under Applicable Law;
• Will not ship cannabis across state lines unless expressly legal;
• Will notify CropBuyer immediately of any compliance issues or licensing changes.

7. Membership Fees, Billing, and Termination for Non-Payment

7.1 Membership Requirement – Certain Services require a paid monthly membership (“Membership Account”). Pricing and details will be disclosed before enrollment.

7.2 Monthly Billing – Membership Fees are billed monthly in advance on your billing date (“Billing Date”).

7.3 Automatic Payments – By enrolling, you authorize CropBuyer to automatically charge your chosen payment method each month until canceled in accordance with Section 7.8.

7.4 Non-Payment – If payment is not received by the Billing Date:

• Your account and all listings may be suspended immediately;
• CropBuyer may permanently terminate your Membership Account;
• All associated data may be deleted without notice.

7.5 No Refunds – Membership Fees are non-refundable. No partial-month credits will be issued for suspension or termination.

7.6 Reinstatement – Reinstatement after non-payment is at CropBuyer’s sole discretion and may require full payment of outstanding balances and additional fees.

7.7 Collections – CropBuyer may impose late fees, interest, and collection costs (including attorney’s fees) on overdue accounts.

7.8 Cancellation by Member – You may cancel by giving at least five (5) business days’ notice before your next Billing Date. No partial-month refunds.

7.9 Right to Refuse or Terminate – CropBuyer may refuse renewal or terminate any Membership Account for repeated late payments, violations of these Terms, or conduct that may harm CropBuyer, the platform, or other users.

8. Content Moderation and Removal Rights

8.1 Removal Authority – CropBuyer reserves the right, in its sole discretion, to review, remove, restrict, or disable any listing, advertisement, user submission, or account without prior notice if we determine that it:

• Appears to be spam, deceptive, or misleading;
• Violates these Terms or Applicable Law;
• Infringes intellectual property rights;
• Promotes counterfeit, unlicensed, or prohibited products;
• Contains false or unverifiable information;
• Could harm the platform’s integrity or reputation.

8.2 No Obligation to Monitor – CropBuyer is not obligated to monitor all content but may do so at its discretion.

8.3 No Liability for Removal – CropBuyer will not be liable for any removal, restriction, suspension, or deletion made in accordance with this section.

8.4 Repeat Offenders – Users repeatedly posting prohibited or spam content may have accounts permanently terminated.

9. Intellectual Property

All rights, title, and interest in the Services and Content belong to CropBuyer or its licensors. You are granted only the limited license set forth herein.

10. Confidentiality and Data Security

You must protect all nonpublic information obtained through the Services with reasonable care and use it only as permitted by these Terms.

11. Prohibited Conduct

You may not:

• Engage in fraudulent, illegal, or abusive activity;
• Misrepresent product quality or legality;
• Sell counterfeit goods;
• Transmit viruses or malicious code;
• Attempt to bypass security features.

12. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. CROPBUYER DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• CROPBUYER IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES;
• TOTAL LIABILITY WILL NOT EXCEED THE GREATER OF $1,000 USD OR THE AMOUNT PAID BY YOU TO CROPBUYER IN THE THREE MONTHS PRIOR TO THE CLAIM.

14. Indemnification

You agree to defend, indemnify, and hold harmless CropBuyer, its affiliates, officers, and employees from all claims, damages, and expenses (including attorneys’ fees) arising from your use of the Services, violation of these Terms, or breach of Applicable Law.

15. Dispute Resolution

All disputes shall be resolved by binding arbitration in [State], under the rules of the American Arbitration Association. Class or representative actions are prohibited.

16. Governing Law

These Terms are governed by the laws of the State of [State], without regard to conflict-of-law principles.

17. Entire Agreement

These Terms, along with incorporated policies and Order Forms, constitute the entire agreement between you and CropBuyer.

18. Oregon-Specific Cannabis Compliance Addendum

18.1 Applicability – This section applies to all Users conducting cannabis-related activities within the State of Oregon or selling to Oregon-based licensees through the Services. It is intended to ensure alignment with the Oregon Liquor and Cannabis Commission (“OLCC”) rules and applicable Oregon Revised Statutes (“ORS”).

18.2 User Compliance Obligations – In addition to all other obligations in these Terms, you agree to:
(a) Maintain all OLCC-issued licenses, permits, and registrations required for your business activities;
(b) Fully comply with all relevant provisions of ORS Chapter 475C and OAR Chapter 845;
(c) Maintain an active and compliant account with the state’s cannabis tracking system (currently Metrc), including accurate and timely seed-to-sale reporting;
(d) Ensure all cannabis items listed or sold through the Services are tested, labeled, and packaged in accordance with OLCC rules;
(e) Not sell or transfer cannabis products to any person or entity not authorized to receive such products under Oregon law.

18.3 Proof of Licensing – Upon request, you must provide CropBuyer with a copy of your valid OLCC license and any related permits. Failure to provide proof within five (5) business days of request may result in immediate suspension or termination of your account.

18.4 Cooperation with Regulatory Inquiries – You agree to cooperate fully with any OLCC or other governmental inquiry related to your activities on the platform. This includes promptly providing transaction data, seed-to-sale reports, and other compliance documentation.

18.5 Suspension and Termination – CropBuyer may, at its sole discretion and without prior notice, suspend or terminate your account if:

• Your OLCC license is suspended, revoked, expired, or otherwise invalid;
• You fail to maintain compliance with OLCC rules;
• We receive credible information or documentation indicating potential violations of Oregon cannabis law;
• You fail to respond to CropBuyer’s compliance inquiries within the requested timeframe.

18.6 No OLCC Affiliation – CropBuyer is not affiliated with the OLCC and does not represent, warrant, or guarantee that your use of the Services satisfies any OLCC requirement. You remain solely responsible for understanding and complying with all Oregon cannabis laws and regulations.