AGRI NETWORKING TOOLS - USER AGREEMENT

1. Agri Networking Tools

This User Agreement, the Privacy Policy and all the rules posted on our websites describe the terms and conditions under which Agri Networking Tools provides access to its website, services, applications and tools (collectively, "Services").

The User Privacy Policy is an integral and substantial part of this Agreement.

By using our Services, the user accepts all the above-mentioned rules.

The user must register as a professional user and requires a VAT number in order to use the platform: in accordance with the law, the platform does not admit users that are considered consumers. This is essential to guarantee professional services and to protect users.

The user is required to read all the terms and conditions included in this Agreement, in the User Privacy Policy and in all the other website rules. Acceptance of the terms of this Agreement is an essential, binding element for all users intending to access or use our Services.

Agri Networking Tools is a company incorporated under Italian Law, with registered office in Milan, Via Pietro Maroncelli, 17, VAT number 09842390966 Certified Email Address agrinetworkingtoolssrl@legalmail.it

Agri Networking Tools is independent and does not own any of the goods on sale or sold through the platform, it does not transfer the property of goods from the seller to the buyer , it does not play a role and is not involved in the transaction between sellers and buyers.

Sale contracts are closed directly between selling users and buying users.

Agri Networking Tools is not an "auctioneer" in the traditional sense of the word.

Agri Networking Tools does not review the users' ads or the contents posted by the users in the websites:

Agri Networking Tools has no control, does not guarantee and is in now way responsible with respect to the existence, the quality, the safety and legality of the goods advertised , the truthfulness or accuracy of the users, of the ads, the buyers' ability to pay the price of the goods, the users' ability to sell, buy and make offers.

Agri Networking Tools cannot assure that a buyer or seller is actually able to successfully complete a transaction , but its role is simply to request the users to identify themselves, to indicate their VAT number and declare under their own responsibility [what they declare].

2. Using Agri Networking Tools

Users of our website and of our services are not allowed to:

1. post contents or items in inappropriate categories or sections of our website or through our services;

2. infringe the law, the rights of third parties or our rules;

3. sell goods that do not match the description in the ad;

4. use our website or our services if they are not entitled to act and sign legally binding contracts (e.g. if your age is under 18) or if you have been temporarily or permanently excluded from our Services;

5. post false, inaccurate, misleading, defamatory or libelous information;

6. use or post spams, chain messages or pyramid schemes;

7. utilize other users' contact information for purposes other than the closure of a specific transaction on Agri Networking Tools (including use of information for sending advertising materials directly to Agri Networking Tools users, unless said users have given their explicit consent);

8. spread viruses or other technology designed to damage Agri Networking Tools or the interest or property rights of other Agri Networking Tools users;

9. use robots, spiders, scrapers or other automatic instruments to access the Services for any reason whatsoever;

10. breach any restriction regarding the exclusion of the use of robots, interfere with the functionality of our Services and make an unreasonable, disproportionate use of our infrastructures.

11. export and re-export any application or tools provided by Agri Networking Tools in a manner that does comply with the applicable regulations in each jurisdiction and conform with applicable rules and restrictions;

12. copy, change or distribute the rights or contents of this website or of its Services or intellectual property rights and trademarks registered by Agri Networking Tools;

13. copy, reproduce, reverse engineer, change, create derived work, distribute or publicly release and content (except your own information) from our Services without the prior permission of Agri Networking Tools and of third parties, where applicable;

14. market a Agri Networking Tools application or any information or software associated with said application; or

15. manually, automatically or otherwise collect information on users, including email addresses, without their consent.

The user must register with a professional account, guarantee that he or she is entitled to legally bind the company or the person in whose name the account is opened. Agri Networking Tools starts providing its Services to the user from the acceptance of this Agreement through registration in the website.

3. Abusing the Agri Networking Tools website or services and termination of the agreement

Without prejudice to further remedies, in case of default Agri Networking Tool may request that you fulfil your obligations within a period of at least 15 days from the date the request is sent.

If you do not comply within the deadline indicated, Agri Networking Tools may terminate this Agreement, limit, suspend, terminate its Services and your account, limit or prohibit your access and service-related activities, cancel offers and remove the ads and other posted contents, as well as any status associated with the account, and adopt all the technical and legal measures needed to prevent you from using the Services.

4. Withdrawal
Agri Networking Tools and users can withdraw from this Agreement with two months' notice. In case of withdrawal, Agri Networking Tools shall cancel the account and any status associated with the account, cancel the offers and remove the ads.

5. Fees
The fees charged for using our services are indicated in the Agri Networking Tools Fees.

Agri Networking Tools may change the fees: any changes will be posted on the website or in the Messages section of "My Account", 14 days before the change is applied.

If you do not accept the new fees, you are entitled to close the account without any consequences within 14 days from notification of the fee changes.

6. Conditions for posting sales

When you post a sale, you undertake to comply with the [Rules on Goods for sale] and accept that:

1. you are responsible for the accuracy, content and legality of the advertised goods;

2. contents in breach of any of the rules set by Agri Networking Tools may be cancelled at the discretion of Agri Networking Tools.

7. Conditions for buying items

When you buy an item (or set of items), you undertake to comply with the [Rules for buyers] and:

1. to read out the full contents of the ad before making your offer or committing to buy the item;

2. to enter into a legally binding contract for purchase of the item when committing to buy an item or when you win an auction (or when your offer is otherwise accepted by the seller).

8. Content
When you supply contents to Agri Networking Tools, you grant Agri Networking Tools a non-exclusive license, valid worldwide, indefinite (or for the duration of the copyrights or of other rights on the contents), irrevocable, free of charge and transferable (at various levels) for use of the contents (including, inter alia, creation and use of derived works) with authorization to exercise and use copyrights, image rights, trademark rights, publishing rights and database rights associated with said contents, in any current or future format.

Agri Networking Tools has the right to offer, provide under license or make otherwise available for ads, catalogues of predefined images, descriptions and specifications of products and other contents supplied by third parties.

You may use the contents of the catalogues only in relation to your ads on Agri Networking Tools in the period of duration of the ads posted on Agri Networking Tools websites.

9. Responsibility
Agri Networking Tools endeavours to keep its websites and Services safe and operative, but cannot guarantee continuous operation or constant access to its Services.

It may happen that offers, updates and other notification functions in Agri Networking Tools services do not function in real time.

These functions are subject to delays beyond the control of Agri Networking Tools.

Within the limits set by current laws, Agri Networking Tools shall not be liable for economic damage, including the loss of data, profit, revenues, business, opportunities, goodwill or damage to reputation nor for damage that is not reasonably foreseeable and is directly or indirectly connected with:

1. the use or inability to use our Services on the part of users;

2. information on prices, postal services or other guidelines provided by Agri Networking Tools;

3. delay or interruption of Services;

4. viruses or other malicious software contracted by accessing our Services, directly or through links;

5. glitches, bugs, errors or faults of any type of Service;

6. damage to hardware resulting from the use of any Agri Networking Tools services;

7. contents, actions or inactivity of third parties, including the items on sale through the use of our Services or the destruction of allegedly false items;

8. interruption or other measures adopted towards an account;

9. duration or method by which the user's ads appear in search results;

10. the users' need to change the activities, contents or their conduct or loss or inability to carry on one's business as a consequence of the changes made to this Agreement or to other rules.

You hereby accept that you are fully responsible for ensuring the compliance of your actions with applicable laws and for the sale of legitimate goods on our websites. ANT shall not be liable for and may in no way guarantee the accuracy and truthfulness of the identity of users or the validity of the information provided by users or posted on ANT sites.

In any event, any refunds owed by Agri Networking Tools to users or third parties shall be limited to Eur 500.00 (five hundred), except in cases where the law prevents the limitation or exclusion of liability.

10. Compensation
The user undertakes to compensate and release Agri Networking Tools and its employees, directors, agents, any company of the group and their employees, from any claim or demand, including legal costs, made by third parties and caused or deriving from breach of this Agreement, by improper use of Agri Networking Tools services or breach of any law or rights of third parties.

11. Disputes, governing law and court of jurisdiction

In case of disputes with Agri Networking Tools, we strongly recommend you contact us directly through our Customer Service Department to look for a solution. Agri Networking Tools will take reasonable requests into consideration to solve the dispute by means of other procedures, such as mediation and arbitration, as an alternative to judicial procedures.

This Agreement shall be governed by the Italian Law.

Any disputes over the application or interpretation of this Agreement shall be settled exclusively by the Law Court of Milan.

12. Miscellanea
Should a clause of this Agreement be held to be invalid or unenforceable, the validity or enforceability of the remaining clauses shall not be affected.

Agri Networking Tools is entitled to assign this Agreement (without the need for the user's prior express consent) provided the Agreement is assigned on the same terms or on terms that are not less advantageous to the user.

The headings of the articles of the Agreement are merely for reference purpose and in no way limit or describe the meaning or content of the article. Failure to exercise a right on the part of Agri Networking Tools does not waive our right to act against you or third parties for breach of the obligations undertaken.

Agri Networking Tools does not guarantee that it will exercise its rights and act for all the breaches of this Agreement.

In the event that a user has a dispute with one or more users, the user undertakes to release Agri Networking Tools (its affiliates and subsidiaries and all employees, directors and agents) from any claim, demand and damage (actual and consequential) of any nature, known or unknown, arising out of or in any way connected with such dispute.

Agri Networking Tools may amend the content of this Agreement at any time by notifying the changes by email, or in the Messages section of "My Account" or by posting the new version on its website. Except as otherwise specified, all the new terms and conditions of the Agreement shall automatically be effective 30 (thirty) days after they are posted.

The rules posted on our websites may be changed from time to time. The changes shall be effective from the date they are posted on our website.

Agri Networking Tools and its users act in full autonomy and independence. This Agreement shall not give rise to any partnership, agency, association, intermediation or employment relationship.

This Agreement, the User Privacy Policy and all the rules posted on our website (whether or not referred to in this Agreement) are the entire agreement between the user and Agri Networking Tools.

If you do not agree with any amendments to the regulations, you have the right to terminate the Agreement by requesting that the account be closed.

AGRI NETWORKING TOOLS - ECONOMIC AGREEMENT

1. Agri Networking Tools

This Economic Agreement is an integral part of the User Agreement and it regulates the economic aspects relating to the service offered by Agri Networking Tools.

2. Posting an ad

After registering with a Professional Account, in accordance with the terms of the User Agreement, users can post purchase or sale ads in which they will specify- under their own full responsibility- the type of product they wish to purchase or sell through the platform.

The detailed characteristics that are required in each description are subject to a specific internal regulation [Advertisement Regulations] and are guided by the templates used to create the advertisements. Said Advertisement Regulations and the associated templates, may be amended by Agri Networking Tools in accordance with the needs that may arise in the performance of their activities and always with the aim of making the platform a safe, useful tool for bringing together demand and supply.

The advertiser undertakes to hold Agri Networking Tools harmless against any direct or indirect dispute relating to the advertisement.

3. Binding nature of the offer upon the advertiser

Once the ad creation procedure has been completed by the user, in accordance with article 2 above, the ad will be posted on the platform.

From the moment the ad is posted on the platform, it will become binding upon the advertiser who has created it, in accordance with the provisions of art. 1336 of the Italian Civil Code.

The advertiser expressly waives the possibility of revoking the offer for the entire period of validity of the ad.

However, the advertiser may ask the platform to remove the ad if proof of reasons beyond their control (force majeure) is provided.

In any case, Agri Networking Tools reserves the right to remove the ad in the event that it breaches the regulations of this platform.

4. Awarding a sale

The advertiser must specify the terms of sale/purchase in the ad [hereinafter, Sale/purchase terms and conditions].

The above Sale/purchase terms and conditions are the conditions at which the advertiser is willing to buy or sell the goods described in the ad.

However, higher bids could be submitted by users during the period of validity of the ad.

The user offering the best terms will be awarded the contract and will undertake to comply with the agreed terms and conditions set out in point 6, as well as with the payment of the fees specified in point 5.

5. Fees
The fees charged for using our services are indicated in the rules on Agri Networking Tools Fees.

Fees shall be owed to Agri Networking Tools irrespective of any exception or dispute arising subsequently between the seller and the buyer.

The fee schedule of the Agri Networking Tools platform includes the following types of fees:

1- "Debit Fee" or "DF": this fee is calculated in accordance with the schedule applicable to the type of product in the ad or the estimated value of a contract. This fee is always paid by the advertiser as charge for the ad, except in the event that a Service Fee is payable;

2- "Service Fee" or "SF": this fee is calculated in accordance with the schedule and is owed in equal measure by the advertiser and the awardee only if the sale is closed. The application of the SF shall always result in the removal of the DF, which is actually absorbed by the SF.

To clarify: if an advert does not result in a sale, the advertiser will only pay the Debit Fee. If negotiations are successful and the advert does result in a sale, a Debit Fee will not be charged, but the buyer and seller will each pay 50% of the Service Fee.

Agri Networking Tools may change the fees: any changes will be posted on the website or in the Messages section of "My Account", 14 days before the change is applied.

If a user does not accept the new fees, he or she is entitled to close the account without any consequences within 14 days from notification of the fee changes.

6. Award

Once an ad is closed, the buyer and seller shall agree on further aspects concerning the exchange of goods, undertaking to always adopt a fair conduct aimed at meeting their mutual interest.

Following the award, i.e. the closing of the contract, the buyer and seller shall pay Agri Networking Tools the "Service Fee", as described and regulated by point 5 herein.

The buyer shall ensure that the amount owed is received by the seller as a net sum; this means that any expenses, bank charges, withholding taxes and duties shall be borne by the buyer.

The buyer guarantees that he or she is not buying the lot as part of a false transaction, to enable the transfer of all or part of the purchase price and launder the money involved.

If the buyer does not pay the price agreed by the advertiser within the payment deadline, he or she will be considered automatically in default against the seller, without the need for a notice of non-compliance to be issued.

Likewise, if the fees owed to Agri Networking Tools by the advertiser or by both Parties are not paid in the way set out in point 5 herein, the Parties shall be considered automatically in default against Agri Networking Tools, once again without the need for a notice of non-compliance to be issued.

Calculation of the commercial interest owed by the awardee shall start on the date of default.

The advertiser shall specify the detailed method of delivery of the goods and indicate any additional costs in the ad.

The risk of damage, loss, deterioration or theft of the lots shall be borne by the seller up to the time the goods are received by the buyer.

The buyer must immediately report to the seller as well as to Agri Networking Tools any complaints regarding non conformity between the advertised goods and the purchased goods.

Agri Networking Tools shall not be liable for partial or total nonconformities: the seller is solely responsible for the fairness and truthfulness of the sale ads.

In any case, the buyer and seller can contact Agri Networking Tools, and appoint them as arbitrator, with the aim of solving any disputes regarding a purchase made through the Agri Networking Tools platform.

Agri Networking Tools shall act as an independent arbitrator, on an amicable and informal basis, to reach a solution of the dispute in accordance with the [Agri Networking Tools Arbitration Regulations].

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