Retailer Terms of SErvice

Overview and Acceptance of Use

West Coast AGAVE or “WCA” is a wholesale marketplace connecting artisanal food producer with retailers, accessible through its
website and related services (the “Services”). Throughout these Terms of Service (“Terms”), the terms “West Coast AGAVE”, “WCA”,
“our”, “us”, and/or “we” refer to West Coast AGAVE. The terms “you” and/or “your” refer to any user of the Services. These Terms govern
your access to and use of the Services and WCA Content (defined below), and constitute a binding legal agreement between you and
West Coast AGAVE.
Please read these Terms, our Privacy Policy and Retailer Terms of Service, which are incorporated herein by reference and govern your
access to and use of the Services. The Services are offered and available solely to users who are 18 or older. By using the Services, you
represent and warrant that you are of legal age to form a binding contract with West Coast AGAVE and meet the foregoing eligibility
requirements. If you do not meet these requirements, you must not
access or use the Services. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant
that you have the authority to bind that party to these Terms and, in such event, “you” and “your” will refer and apply to that party.
YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SERVICES (INCLUDING BY DOWNLOADING OR POSTING ANY
CONTENT FROM OR ONTO THE SERVICES), YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OTHER TERMS AND POLICIES
REFERENCED IN THESE TERMS. THIS APPLIES WHETHER OR NOT YOU HAVE REGISTERED ON OR THROUGH THE SERVICES. IF YOU
DO NOT AGREE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES OR WCA CONTENT.

Modification

We reserve the right, at our sole discretion to modify, suspend, discontinue or terminate the Services or any content, feature or material
we provide thereon, or to modify these Terms, at any time and without prior notice, and have no obligation to update any information
thereon. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time,
we may restrict access to some or all parts of the Services to users, including Members. You agree that it is your responsibility to monitor
changes to our Services. If we modify these Terms we will post the modification through the Services and/or provide you with notice of
the modification. By continuing to access or use the Services thereafter, you are indicating that you agree to be bound by the modified
Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.

Intellectual Property

As used in these Terms, “Content” means any information, mode of expression, or other media or materials found on or provided
through the Services, including webpages, software, writings, graphics, information, and other media, data, or materials. Through the
Services, you will have access to Content that is owned or licensed by us and protected by copyright, trademark, patent, trade secret
and other laws. On the condition that you comply with these Terms, we grant you a limited, revocable, non-exclusive, non assignable
license to use our Content for purposes of accessing the Services. We retain all rights to our Content, and your permission to use the
Services does not convey any additional right or ownership to our Content.
You grant to us a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use any Content
that you post, provide, or otherwise make available through the Services. By providing such Content to us, you are stating that you have
the right to make said Content available through the Services and to grant us the license set forth above.
If you believe that any Content available through our Services violates your rights under U.S. copyright law, you may submit a takedown
notice pursuant to the Digital Millennium Copyright Act (DMCA) to info@westcoastagave.com.

Account Registration

To access certain features of the Services you must register to create an account (“Account”). WCA offers two types of Accounts. The first
is a “Retailer Account” for buyers who purchase goods through the Services for the purpose of resale (“Retailers”). The second is a
“Producer Account” for sellers who offer to sell and/or sell their goods to Retailers through the Services. Each type of Account gives
access to different aspects of the Services.
You may register directly via the Services. During the registration process, you will be required to provide certain information (depending
on the type of Account), and you will establish a username and a password. You agree that all information you provide to register for an
Account (and/or for any subsequent activity or interaction with WCA and the Services), including through the use of any interactive
features on the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information or
information you provide, consistent with our Privacy Policy.
You agree to provide accurate, current and complete information during the registration process and to update such information to keep
it accurate, current and complete. We reserve the right to temporarily suspend or permanently terminate your Account if any information
provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for
safeguarding your password and you agree that you will not disclose it to any third party. You agree that you are solely responsible for
any activities or actions under your Account, whether you authorized them or not. You will immediately notify us of any unauthorized use
of your Account. We have the right to disable any user name, password or other identifier, whether chosen by you or
provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of
these Terms.

Account Types

• Producer Account. To sell goods through the Services as a Producer, you must submit an application to, and be approved by, West
Coast AGAVE. The application process and Producer Account are both free. The application seeks basic information about you, your
company and your products. If approved as a Producer, you will be required to submit additional information, including about your
business, where to deposit funds from sales of your products and applicable tax and related documentation (e.g., EIN, W-8, etc.).
Additional detail regarding information collected can be found in our Privacy Policy.
• Retailer Account. To purchase goods through the Services as a Retailer, you need to establish a Retail Account, which is free. When
you sign up as a Retailer, you will be required to submit customary information such as your first and last name, store type (e.g., online,
brick & mortar), email address, reseller ID, and other information about your business. Before you make your first purchase as a Retailer,
you may be required to provide additional information such as payment method information and related documentation and any other
information as may be required by WCA. Additional detail regarding information collected can be found in our Privacy Policy. For clarity,
your use of the Services as a Retailer is subject to the Retailer Terms of Service referenced above. You acknowledge and agree that by
submitting your application to become a Retailer, you authorize West Coast AGAVE and its designated agents to access your personal
and business credit history, including obtaining a consumer credit report, for the purpose of evaluating your eligibility for a line of credit
with West Coast AGAVE. You further understand that credit inquiries may impact your credit score.
• By submitting payment details in conjunction with registering for a Retailer Account and/or purchasing goods, you agree to pay for the
goods purchased and any applicable taxes and other fees that may accrue, and authorize us to charge the payment method with the
information you have supplied to us, and/or to credit such payment method to make any adjustments if necessary. We reserve the right
to correct any errors in pricing. We, and the Producer, have the right to refuse any order.

Information We Collect About You

All information we collect about you when you apply for an account or use or visit the Services is subject to our Privacy Policy. By using
the Services, you consent to the terms and conditions of the Privacy Policy and all actions taken by us in accordance with it.

Restricted Use

You agree that you will not:
• Use the Services in any way that violates any applicable federal, state, local or international law or regulation;
• Post or transmit any Content that you don’t have the right to transmit under law (such as material restricted by copyright, trade secret,
or securities laws) or under contractual or fiduciary relationships (such as nondisclosure agreements);
• Impersonate any person, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• Scrape or otherwise use any automated means to extract data or Content from the Services, including without limitation, using agents,
robots, scripts, or spiders to access, monitor, copy or harvest data or Content from any part of our Services; or • Take any action that
damages or disrupts the functioning of the Services.

Indemnification

If any claim or action is made or filed against us by any third party, claiming loss or injury of any nature whatsoever, arising from your use
of the Services or any transaction between you and another user of the Services, you agree to defend, hold harmless and indemnify us
from any and all loss or damage, costs and expenses, including legal fees, incurred by us.

Termination and Account Cancellation

WCA reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event WCA terminates
these Terms for your product, you will remain liable for all amounts due hereunder. You may cancel your Account at any time by sending
an email to aga@westcoastagave.com

Disclaimers

THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE
FOREGOING, WCA EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET
ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WEST
COAST AGAVE MAKES NO WARRANTY THAT THE SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON
AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. WCA MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS,
SERVICES OR SITE CONTENT PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS,
TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WCA OR THROUGH THE SERVICES OR COLLECTIVE CONTENT,
WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR
ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. NEITHER WEST COAST AGAVE NOR ANY OTHER PERSON OR ENTITY
INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE, SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE
INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY
DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING
OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR FROM ANY
COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU
COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WCA HAS BEEN INFORMED
OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS
ESSENTIAL PURPOSE.

Controlling Law and Jurisdiction

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws
provisions. The exclusive jurisdiction and venue of any action or court proceeding permitted under these Terms will be the state and
federal courts located in the Monterey County, California and each of the parties hereto waives any objection to jurisdiction and venue
in such courts.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between West Coast AGAVE and you regarding the
Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between WCA and you
regarding the Services and Collective Content.

Contact Us

If you have any questions about these Terms, please contact West Coast AGAVE
West Coast AGAVE
P.O.Box 1841
Carmel Valley, CA 93924
info@westcoastagave.com