Conditions of Use

Your Supplier Agreement

The following describes the terms on which AgUnity Pty. Ltd. offers you access to our Cropslist services.

Introduction

Welcome to Cropslist. By using Cropslist(including Cropslist and its related sites, services and tools), you agree to the following terms with AgUnity Pty. Ltd.and the general principles for the websites of our subsidiaries and International affiliates.

This Agreement is effective on August 1, 2012, for current users, and upon acceptance for new users.

Scope

Before you may become a member of Cropslist, you must read and accept all of the terms in, and linked to, this User Agreement and the Cropslist Privacy Policy. We strongly recommend that, as you read this User Agreement, you also access and read the linked information. By accepting this User Agreement, you agree that this User Agreement and Privacy Policy will apply whenever you use Cropslist sites or services, or when you use the tools we make available to interact with AgUnity Pty. Ltd. sites and services. If you use another AgUnity Pty. Ltd. site, you agree to accept the User Agreement and Privacy Policy applicable to that site. Some AgUnity Pty. Ltd. sites, services and tools may have additional or other terms that we provide to you when you use those sites, services or tools.

Using AgUnity Pty. Ltd.

While using AgUnity Pty. Ltd. sites, services and tools, you will not:

• post content or items in an inappropriate category or areas on our sites and services;

• violate any laws, third party rights or our policies, such as the Prohibited and Restricted Items policies;

• use our sites, services or tools if you are not able to form legally binding contracts, are under the age of 20, or are temporarily or indefinitely suspended from using our sites, services or tools;

• fail to deliver items purchased from you, unless the buyer fails to meet the posted terms, or you cannot authenticate the buyer's identity;

• fail to deliver payment for services purchased by you, unless a clear typographical error is made;

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

• circumvent or manipulate our fee structure, the billing process, or fees owed to AgUnity Pty. Ltd.;

• post false, inaccurate, misleading, defamatory, or libelous content (including personal information);

• take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the sites or using it for purposes unrelated to Cropslist);

• transfer your Cropslist account (including feedback) and User ID to another party without our written consent;

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

• distribute viruses or any other technologies that may harm Cropslist, or the interests or property of AgUnity Pty. Ltd. or any Cropslist users;

• export or re-export any Cropslist tools except in compliance with the export control laws of any relevant jurisdictions;

• copy, modify or distribute rights or content from the Cropslist site, service or tools or AgUnity Pty. Ltd.'s copyrights and trademarks; or

• harvest or otherwise collect information about users, including email addresses, without their consent.

Abusing AgUnity Pty. Ltd.

AgUnity Pty. Ltd. and the Community work together to keep our sites and services working properly and the Community safe. Please report problems, offensive content, and policy violations to us.

AgUnity Pty. Ltd.'s works to ensure that listed items do not infringe upon the copyright, trademark or other intellectual property rights of third parties. If you believe that your intellectual property rights have been violated, please notify us and we will investigate.

Without limiting other remedies, we may limit, suspend or terminate our service and user accounts, prohibit access to our sites and their content, services and tools, delay or remove hosted content, and take technical and legal steps to keep users off the sites if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies (for example, and without limitation, policies related to shill bidding, conducting off Cropslist transactions, feedback manipulation, circumventing temporary or permanent suspensions or users who we believe are harassing our employees or other users).  Additionally, we may, in appropriate circumstances and at our discretion, suspend or terminate accounts of users who may be repeat infringers of intellectual property rights of third parties. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue AgUnity Pty. Ltd. sites, services or tools.

Buyer Protection

Maker Members share the responsibility for making sure purchases facilitated by Cropslist are exciting, rewarding and hassle-free. We strongly encourage buyers to work with sellers before opening a claim relating to a purchase. Buyers and sellers agree to follow the requirements of the AgUnity Pty. Ltd. Buyer Protection Policy with respect to claims. AgUnity Pty. Ltd. Buyer Protection covers only claims filed in accordance with the AgUnity Pty. Ltd. Buyer Protection Policy, not claims filed with PayPal. We may suspend the AgUnity Pty. Ltd. Buyer Protection Policy without notice if we suspect abuse or interference with the proper working of the program.

We require AgUnity Pty. Ltd. sellers to comply with our resolution process. Buyers and sellers permit us to make a final decision, in our sole discretion, on any claim that a buyer files with AgUnity Pty. Ltd.under the AgUnity Pty. Ltd. Buyer Protection Policy. If we resolve a dispute in the buyer's favor, we will refund the buyer for the full cost of the item (including any applicable sales taxes) and the original shipping, and we will require the seller to reimburse us for the amount due to the buyer. Without limiting the foregoing, sellers may not have to pay a reimbursement for an AgUnity Pty. Ltd. claim if they provide the documentation (for example, delivery confirmation or proof that the item was as described) indicated in the AgUnity Pty. Ltd. Buyer Protection Policy. In addition:

• Sellers must have a reimbursement method on file with AgUnity Pty. Ltd..

• Sellers agree to allow us to remove funds from their PayPal accounts for amounts due to buyers. Sellers may change this reimbursement method by contacting AgUnity Pty. Ltd.. However, we reserve the right to continue using seller PayPal accounts for AgUnity Pty. Ltd. Buyer Protection cases associated with AgUnity Pty. Ltd. transactions paid for before the change.

• Where there are insufficient funds in PayPal accounts or where PayPal is not the reimbursement method of a seller, we will require another reimbursement method.

• Sellers agree to allow us to charge the payment method they designate for amounts due buyers.

Changing a reimbursement method will not affect AgUnity Pty. Ltd.'s use of a payment method on file for other purposes (such as payment of your Cropslist fees). If sellers do not provide AgUnity Pty. Ltd. with a valid reimbursement method, we may collect amounts owed using other collection mechanisms, including proceeds from sale of goods on Cropslistor retaining collection agencies. We may also suspend or restrict sellers from trading on our sites until payment is made.

• Correcting Mistakes in Payments to Buyers or Sellers.   We reserve the right to fix any processing errors we discover.  We will correct any processing errors by debiting or crediting the payment method used for the erroneous AgUnity Pty. Ltd. Buyer Protection refund or reimbursement.

Holds

To protect against the risk of liability, AgUnity Pty. Ltd. has at times requested, and may continue to request, that PayPal hold seller funds based on certain factors, including, but not limited to, selling history, seller performance, riskiness of the listing category, or the filing of an AgUnity Pty. Ltd. Buyer Protection claim.  PayPal has held, and will continue to hold, seller funds pursuant to the terms of the PayPal User Agreement, PayPal policies and any other agreement entered into between PayPal and its users.

Fees and Services

Joining Cropslist is free. We do charge fees for using other services, such as Maker Membership, advertisement, consultation and listing items. When you list an item or use a service that has a fee, you have an opportunity to review and accept the fees that you will be charged based on our Fees schedule, which we may change from time to time. Changes to that schedule are effective after we provide you with at least fourteen days' notice by posting the changes on the AgUnity Pty. Ltd. site. We may choose to temporarily change the fees for our services for promotional events (for example, free listing days) or new services, and such changes are effective when we post the temporary promotional event or new service on the sites.

Unless otherwise stated, all fees are quoted in Japanese Yen. You are responsible for paying all fees, bank fees, exchange rate differences and applicable taxes associated with our sites and services in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel, and for accounts over 180 days past due, deducting the amount owed from your PayPal account balance.)

Content

When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future.

For the convenience of sellers, we may offer catalogs of stock images, descriptions and product specifications that are provided by third parties (including AgUnity Pty. Ltd. users). You may use catalog content solely in connection with your AgUnity Pty. Ltd. listings during the time your listings are on AgUnity Pty. Ltd.'s sites.

While we try to offer reliable data, we cannot promise that the catalogs will always be accurate and up-to-date, and you agree not to hold our catalog content providers or us responsible for inaccuracies in catalogs. If you choose to include catalog content in your listings, you continue to be fully responsible for your listings and for ensuring that your listings are accurate, do not include misleading information, and comply with this User Agreement and all AgUnity Pty. Ltd. policies. The catalogs may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary or identification markings included with the catalogs or create any derivative works based on catalog content (other than by including them in your listings).

Limitation of Liability

You will not hold AgUnity Pty. Ltd. responsible for other users' content, actions or inactions, items they list or their destruction of allegedly fake items. You acknowledge that our sites are venues to allow anyone to offer, sell, and buy just about anything, at anytime, from anywhere, in a variety of pricing formats and locations, such as stores, fixed price formats and auction-style formats. While we may help facilitate the resolution of disputes through various programs, we have no control over and ask the Seller to guarantee the 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.
Further, we cannot guarantee continuous or secure access to our sites, services or tools, and operation of our sites, services or tools may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use our sites, services and tools.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

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 AgUnity Pty. Ltd. Buyer Protection Policy up to the full cost of the item (including any applicable sales tax) and its original shipping costs, (b) the total fees (under AgUnity Pty. Ltd. Fees and Services) you paid to us in the 12 months prior to the action giving rise to the liability, and (c) 10,000.

Release

If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) 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.

Access and Interference

The sites contain robot exclusion headers. Much of the information on the sites is updated on a real-time basis and is proprietary or is licensed to AgUnity Pty. Ltd. by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the sites for any purpose without our express hand written permission.

Additionally, you agree that you will not:

• take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;

• copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from the sites without the prior express written permission of AgUnity Pty. Ltd. and the appropriate third party, as applicable;

• interfere or attempt to interfere with the proper working of the sites, services or tools, or any activities conducted on or with the sites, services or tools; or

• bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the sites.

Listing Conditions

By listing an item on AgUnity Pty. Ltd.’s sites, you agree to pay AgUnity Pty. Ltd.’s fees for such, assume full responsibility for the content of the listing and item offered, and accept the following listing conditions: When you list an item on AgUnity Pty. Ltd.’s sites, your listing will be posted on AgUnity Pty. Ltd.’s sites and can be viewed in Cropslist.  Your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances), so AgUnity Pty. Ltd. can’t guarantee exact listing durations.  Where your listing appears in search and browse results may be based on certain factors including listing format, title, sale time, keywords, price and shipping cost, and feedback.  You can read more about where your listings appear in search and browse results in AgUnity Pty. Ltd.’s Help Pages.

Privacy

We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. We use your information only as described in the AgUnity Pty. Ltd. Privacy Policy. We view protection of users' privacy as a very important community principle. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. You can access and modify the information you provide us and choose not to receive certain communications by signing-in to your account. We use third parties to verify and certify our privacy principles. For a complete description of how we use and protect your personal information, see the AgUnity Pty. Ltd. Privacy Policy. If you object to your information being transferred or used in this way please do not use our services.

Indemnity

You will indemnify and hold us (and our officers, directors, agents, subsidiaries, joint ventures and employees) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.

No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Notices

Except as explicitly stated otherwise, legal notices shall be served on AgUnity Pty. Ltd.'s national registered agent (in the case of AgUnity Pty. Ltd.) or to the email address you provide to AgUnity Pty. Ltd. during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

Legal Disputes

If a dispute arises between you and AgUnity Pty. Ltd., our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and AgUnity Pty. Ltd. agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by going to the About Contacting Customer Support help page. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

• Law and Forum for Legal Disputes - This Agreement shall be governed in all respects by the laws of Japan as they apply to agreements entered into and to be performed entirely within Japan between Japanese residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against AgUnity Pty. Ltd. must be resolved exclusively by a state or federal court located in Tokyo, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Tokyo for the purpose of litigating all such claims or disputes.

• Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than 300,000 the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

• Improperly Filed Claims - All claims you bring against AgUnity Pty. Ltd. must be resolved in accordance with this Legal Disputes Section. All claims filed or brought contrary to the Legal Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Legal Disputes Section, AgUnity Pty. Ltd. may recover attorneys' fees and costs up to 1,000,000 provided that AgUnity Pty. Ltd. has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

Additional Terms

The following policies, including all policies referenced in them, are part of this Agreement and provide additional terms and conditions related to specific services offered on our sites:

• Outage Policy

• Prohibited and Restricted Items Policy

• Discussion Boards Usage Policy

• Listing Policy

• Investigations

• Community Content Policy (covers Reviews, Guides, Blog Entries, Wiki Articles and Member-Created Product Descriptions)

• AgUnity Pty. Ltd. Groups Guidelines

• Rules about Intellectual Property

• AgUnity Pty. Ltd. Buyer Protection Policy

Each of these policies may be changed from time to time. Changes take effect when we post them on the AgUnity Pty. Ltd. site. When using particular services on our sites, you are subject to any posted policies or rules applicable to services you use through the sites, which may be posted from time to time. All such policies or rules are hereby incorporated into this User Agreement.

General

AgUnity Pty. Ltd. Inc. is located at AgUnity Pty. Ltd.. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement in accordance with the Notices Section. 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 doesn't 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 Agreement.

We may amend this Agreement at any time by posting the amended terms on this site. Except as stated elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted. Additionally, we will notify you through the AgUnity Pty. Ltd. Message Center. This Agreement may not be otherwise amended except in a writing hand signed by you and us. For purposes of this provision, a "writing" doesn't include an email message and a signature doesn't include an electronic signature.

This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content, Liability, Indemnity and Legal Disputes.

In any case any topic not specified in the above the parties must revert to the laws of Japan.