Terms and Conditions for IMSA GROWERS' & EXPORTERS LTD
Effective Date: August 23, 2026 · Last Updated: August 23, 2026
These Terms of Service / Terms and Conditions ("Terms") are a legally binding agreement between IMSA GROWERS' & EXPORTERS LTD ("IMSA GROWERS' & EXPORTERS LTD," "Company," "we," "us," or "our") and the person or entity accessing or using the Website, Platform, Services, Content, or any related tools, communications, documents, or workflows ("you" or "User").
IMSA GROWERS' & EXPORTERS LTD
Embakasi, North Airport Road Godown No 3
Nairobi
Phone: 0758072019
Email: info@imsagrowers.com
By accessing, browsing, using, clicking to accept, creating an account, logging in, uploading information, submitting a form, requesting access, placing an order, accepting an order, participating in a workflow, downloading documents, or otherwise using any part of the Services, you agree to be bound by these Terms and all policies, notices, order forms, supplemental terms, and transaction-specific terms incorporated into them by reference. If you do not agree, do not access or use the Services.
If you are using the Services on behalf of a company, partnership, government body, fund, cooperative, distributor, importer, supplier, exporter, grower, logistics provider, financial institution, inspection body, or any other entity, you represent and warrant that you have full authority to bind that entity to these Terms, and "you" includes both you individually and that entity.
These Terms govern your access to and use of all IMSA GROWERS' & EXPORTERS LTD digital properties and services, including without limitation:
1. the public website located at imsagrowers.com and any related websites, subdomains, landing pages, investor pages, inquiry pages, and related digital content (the "Website");
2. the IMSA GROWERS' & EXPORTERS LTD Atlas platform, buyer portal, supplier portal, workflow tools, document modules, shipment visibility tools, order tools, communication tools, onboarding tools, commercial tools, reporting tools, settlement tools, and any associated applications, dashboards, or interfaces (the "Platform");
3. any text, graphics, data, reports, layouts, templates, videos, images, software, workflows, databases, trade records, forms, generated documents, and other materials made available by IMSA GROWERS' & EXPORTERS LTD (collectively, "Content"); and
4. any support, notices, alerts, emails, or communications related to the foregoing (collectively, with the Website, Platform, and Content, the "Services").
The Services are offered for business, commercial, and professional use only. They are not intended for personal, household, or consumer use. You represent and warrant that you are using the Services in a business or professional capacity, or in connection with evaluating, initiating, executing, monitoring, financing, documenting, or supporting a commercial relationship or transaction.
You may use the Services only if:
1. you can form a binding contract under applicable law;
2. you are not barred, suspended, sanctioned, or otherwise prohibited from using the Services under the laws of the United States, Puerto Rico, or any other applicable jurisdiction;
3. you are not located in, organized in, resident in, or acting on behalf of any person or entity in any jurisdiction subject to comprehensive sanctions or other legal restrictions that would make your use unlawful;
4. all information you provide is truthful, complete, current, and not misleading; and
5. you will comply with these Terms and all applicable law.
We may refuse access to any person or entity, at any time, for any lawful reason or no stated reason.
The following are incorporated into and form part of these Terms:
1. our Privacy Policy;
2. any acceptable use, security, API, inquiry, beta, or feature-specific policies we publish;
3. any order form, commercial schedule, pricing schedule, enterprise agreement, supplier agreement, buyer agreement, workflow rule set, or transaction-specific terms accepted by you or your organization; and
4. any additional disclosures, click-through terms, notices, or consent screens presented within the Services.
If there is a conflict between these Terms and a separately signed written agreement with IMSA GROWERS' & EXPORTERS LTD, the signed written agreement controls solely to the extent of the conflict.
We may modify, suspend, limit, reconfigure, discontinue, remove, replace, or update any part of the Services, any feature, any workflow, any document logic, any pricing model, any security rule, any user role, or any policy, at any time, with or without notice. We may also modify these Terms at any time by posting updated Terms. Your continued use after updated Terms are posted constitutes acceptance of the updated Terms.
To access certain parts of the Platform, you may be required to register, receive an invitation, authenticate via magic link or other methods, or otherwise establish credentials. You agree to:
1. provide accurate, complete, and current information;
2. maintain the confidentiality of all credentials and authentication methods;
3. restrict access to your account and device;
4. immediately notify us of any suspected or actual unauthorized use, breach, credential compromise, or security incident; and
5. accept full responsibility for all activities occurring under your account or credentials, whether or not authorized by you.
You may not share credentials, allow unauthorized account use, create false identities, impersonate any person or entity, or access another user's account without explicit authorization.
Subject to these Terms, IMSA GROWERS' & EXPORTERS LTD grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for your internal lawful business purposes and solely in the manner expressly permitted by these Terms and any applicable written commercial arrangement with IMSA GROWERS' & EXPORTERS LTD.
No rights are granted except those expressly stated. All rights not expressly granted are reserved by IMSA GROWERS' & EXPORTERS LTD and its licensors.
The Services, including all software, logic, interfaces, workflows, designs, layouts, text, graphics, icons, data structures, trade flows, reports, templates, concepts, code, databases, branding, names, logos, marks, document formats, investor materials, videos, images, and all associated intellectual property rights, are and remain exclusively owned by IMSA GROWERS' & EXPORTERS LTD or its licensors.
You acquire no ownership, title, or interest in the Services or any IMSA GROWERS' & EXPORTERS LTD intellectual property by using the Services.
"IMSA GROWERS' & EXPORTERS LTD," "IMSA GROWERS' & EXPORTERS LTD Farms," "IMSA GROWERS' & EXPORTERS LTD Atlas," and all associated logos, marks, product names, and branding are our trademarks or proprietary identifiers. You may not use them without our prior written consent.
As between you and IMSA GROWERS' & EXPORTERS LTD, you retain whatever rights you may have in data, documents, files, images, certificates, forms, communications, instructions, commercial details, payment proofs, workflow entries, and other content you lawfully upload, submit, generate, or transmit through the Services ("User Content"), subject to the rights you grant to us below.
You represent and warrant that:
1. you own or lawfully control all rights necessary to provide the User Content;
2. the User Content is accurate, lawful, and not misleading;
3. the User Content does not infringe, violate, or misappropriate any intellectual property right, confidentiality obligation, privacy right, data protection right, contractual restriction, export restriction, sanctions law, customs law, anti-bribery law, or other legal right or requirement;
4. you have all required notices, consents, permissions, instructions, and lawful bases to upload and share the User Content; and
5. the User Content may be processed, displayed, transmitted, and disclosed within the Platform to the extent necessary for the applicable workflow, transaction, support, or compliance purpose.
You grant to IMSA GROWERS' & EXPORTERS LTD and its affiliates, service providers, subcontractors, processors, and authorized transaction participants a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, format, convert, index, process, transmit, display, generate, distribute, disclose, back up, archive, and otherwise use your User Content as necessary to:
1. provide, operate, maintain, secure, and improve the Services;
2. authenticate and administer accounts;
3. execute workflows and transaction processes;
4. generate, populate, revise, and transmit documents;
5. enable search, matching, routing, alerts, approvals, and reporting;
6. share content with authorized counterparties and workflow participants;
7. comply with law, sanctions, customs, tax, audit, finance, dispute, or regulatory requirements;
8. investigate fraud, abuse, or security issues; and
9. create aggregated, de-identified, or anonymized usage data, analytics, and operational metrics that do not identify you or disclose your confidential information in identifiable form.
If you provide feedback, suggestions, ideas, comments, product requests, workflow concepts, improvements, bug reports, annotations, or other submissions regarding the Services ("Feedback"), you grant IMSA GROWERS' & EXPORTERS LTD a perpetual, irrevocable, worldwide, royalty-free, sublicensable right to use, modify, commercialize, incorporate, disclose, publish, and exploit that Feedback for any purpose without compensation, restriction, or obligation to you.
You shall not, and shall not permit any employee, contractor, affiliate, end user, representative, or third party acting on your behalf to:
1. access or use the Services except as expressly permitted;
2. copy, mirror, frame, scrape, crawl, spider, mine, harvest, extract, download, index, republish, or systematically collect data, documents, workflow outputs, counterparty information, pricing information, or Content from the Services, whether manually or through automation;
3. use any bot, robot, script, agent, model, crawler, macro, parser, or automated method to access, query, monitor, collect, extract, benchmark, or interact with the Services without our prior written consent;
4. reverse engineer, decompile, disassemble, decrypt, translate, attempt to derive source code from, or otherwise analyze the software, models, logic, workflows, or architecture of the Services;
5. interfere with, disrupt, circumvent, disable, overburden, or compromise any authentication, access control, rate limit, security feature, workflow gate, permission layer, or technical restriction;
6. introduce malware, viruses, malicious code, hidden routines, denial-of-service tools, ransomware, trojans, logic bombs, harmful files, or other malicious or unauthorized code;
7. use the Services to build, train, improve, test, seed, or support any competing service, competing workflow product, competing database, pricing database, market intelligence product, counterparty directory, routing product, logistics product, or AI / machine-learning model or dataset;
8. use the Services or any Content for benchmarking, comparative testing, public performance claims, or publication of screenshots, outputs, workflow structures, or internal logic without our prior written consent;
9. access or use the Services to steal, misuse, copy, appropriate, redistribute, commercialize, sell, license, transfer, or exploit any data, document, counterparty record, commercial record, shipment record, compliance record, workflow design, market information, or Content obtained through the Services;
10. use the Services to obtain information about buyers, suppliers, carriers, inspectors, financiers, or other parties for off-platform exploitation, solicitation, circumvention, or relationship capture;
11. bypass, circumvent, or route around IMSA GROWERS' & EXPORTERS LTD, the Platform, or any IMSA GROWERS' & EXPORTERS LTD-managed commercial, compliance, documentation, or settlement process in order to avoid fees, commissions, commercial controls, documentation controls, compliance controls, workflow visibility, auditability, or other business or operational protections;
12. move a transaction off-platform, settle outside a required workflow, or make or request side payments, undisclosed rebates, or undocumented settlements designed to avoid platform records, IMSA GROWERS' & EXPORTERS LTD rights, fees, governance, or monitoring;
13. falsify payment proofs, shipping data, quality data, compliance data, certificates, dates, signatures, inspection records, or commercial documents;
14. upload illegal, infringing, deceptive, fraudulent, defamatory, obscene, threatening, discriminatory, harassing, or otherwise unlawful content;
15. impersonate another person or entity or misrepresent authority, identity, affiliations, certifications, facilities, licenses, product origin, or shipment status;
16. use the Services in violation of sanctions, export-control laws, customs laws, anti-bribery laws, anti-money laundering laws, competition laws, privacy laws, intellectual property laws, or any other law;
17. resell, sublicense, lease, timeshare, outsource, bureau, white-label, or commercially exploit the Services except as expressly authorized by IMSA GROWERS' & EXPORTERS LTD in writing;
18. use another user's access, credentials, or information without authorization;
19. attempt to probe, scan, test, or audit the vulnerability of the Services without our written authorization;
20. remove, alter, obscure, or bypass any copyright, trademark, notice, warning, or proprietary designation; or
21. encourage, facilitate, or assist any third party to do any of the foregoing.
If you are introduced to, discover, identify, verify, evaluate, or interact with any counterparty, lead, buyer, supplier, exporter, importer, logistics provider, financier, or other commercial opportunity through IMSA GROWERS' & EXPORTERS LTD, the Website, the Platform, an IMSA GROWERS' & EXPORTERS LTD communication, an IMSA GROWERS' & EXPORTERS LTD workflow, an IMSA GROWERS' & EXPORTERS LTD document, an IMSA GROWERS' & EXPORTERS LTD meeting, or an IMSA GROWERS' & EXPORTERS LTD-facilitated process, you shall not, directly or indirectly, circumvent or attempt to circumvent IMSA GROWERS' & EXPORTERS LTD in relation to that relationship or opportunity.
Without limiting the foregoing, you shall not use IMSA GROWERS' & EXPORTERS LTD's Services, data, introductions, documents, workflow visibility, or platform access to identify a party and then move the relevant business, negotiations, documentation, routing, settlement, or related commercial opportunity outside IMSA GROWERS' & EXPORTERS LTD in order to avoid IMSA GROWERS' & EXPORTERS LTD's fees, economics, controls, documentation, governance, or involvement.
This restriction applies during your use of the Services and for twenty-four (24) months after the later of:
1. your last access to the Services;
2. the last date on which you or your organization interacted with the relevant opportunity through IMSA GROWERS' & EXPORTERS LTD; or
3. the last date on which a relevant transaction, inquiry, workflow, or relationship was active through IMSA GROWERS' & EXPORTERS LTD.
You acknowledge that a breach of this Section would cause irreparable harm for which monetary damages alone may be inadequate. IMSA GROWERS' & EXPORTERS LTD shall be entitled to injunctive relief, specific performance, account tracing, disgorgement, recovery of avoided fees, lost profits, enforcement costs, and any other remedies available at law or in equity.
Any non-public information obtained through the Services, including without limitation counterparty identities, contact details, commercial terms, pricing, platform records, shipment details, routes, operational methods, documents, certificates, quality evidence, financing details, audit trails, workflow structures, and business strategies, is confidential information of IMSA GROWERS' & EXPORTERS LTD, its customers, its counterparties, or other protected parties.
You may use confidential information accessed through the Services solely for the specific authorized transaction or relationship for which access was granted, and not for any unrelated purpose. You may not disclose, download for mass distribution, republish, circulate, sell, share, commercialize, or retain such information beyond what is reasonably necessary for the authorized purpose, except where required by law.
The Platform may include tools for inquiry intake, onboarding, due diligence, counterparty matching, order entry, acceptance, shipment visibility, document generation, quality evidence, payment workflow, alerts, disputes, and related functions. Unless expressly agreed otherwise in writing:
1. Platform workflows are administrative tools and not guarantees of commercial performance;
2. timestamps, logs, status labels, workflow states, platform records, and generated outputs are deemed prima facie evidence of activity within the Services absent manifest error;
3. users are responsible for reviewing all order details, pricing, pack configuration, shipment data, payment instructions, and generated documents before reliance, dispatch, approval, or transmission; and
4. IMSA GROWERS' & EXPORTERS LTD may revise, lock, freeze, reject, or override workflows where necessary for security, compliance, dispute handling, correction, or operational reasons.
IMSA GROWERS' & EXPORTERS LTD does not guarantee the identity, solvency, legitimacy, creditworthiness, reliability, performance, compliance, payment, quality, shipment performance, legal compliance, or commercial conduct of any buyer, supplier, grower, exporter, importer, logistics provider, carrier, inspector, bank, financier, or other counterparty.
Any scoring, matching, verification status, workflow approval, or compliance display is informational and administrative only. You remain solely responsible for your own due diligence, contractual protections, insurance decisions, legal review, tax review, customs review, sanctions review, payment decisions, and commercial judgment.
The Services may generate or assist with the generation of commercial invoices, packing lists, workflow summaries, or other trade-related documents. These tools are provided solely as convenience and workflow-assistance features. IMSA GROWERS' & EXPORTERS LTD does not guarantee that any generated or uploaded document:
1. is complete, correct, sufficient, legally valid, regulator-approved, carrier-approved, tax-compliant, customs-compliant, sanctions-compliant, or fit for any specific purpose;
2. satisfies any jurisdiction's import, export, phytosanitary, tax, labeling, financing, or documentary rules; or
3. will be accepted by any authority, bank, carrier, customs body, inspection body, or counterparty.
You are solely responsible for reviewing, verifying, approving, and determining the legal and commercial sufficiency of every document before use, submission, issuance, dispatch, or reliance.
The Services, Content, communications, platform outputs, document tools, templates, alerts, workflow logic, and support materials do not constitute legal advice, tax advice, customs advice, brokerage advice, logistics advice, insurance advice, accounting advice, valuation advice, investment advice, sanctions advice, or regulatory advice. You must consult your own advisers.
Unless IMSA GROWERS' & EXPORTERS LTD expressly provides a regulated payment service under separate written terms, IMSA GROWERS' & EXPORTERS LTD is not acting as a bank, payment processor, money transmitter, escrow agent, trustee, fiduciary, depositary institution, insurer, customs broker, freight for forwarder, or licensed financial intermediary merely by providing platform functionality, payment workflow statuses, uploaded proofs of payment, or release triggers.
Any payment status shown in the Platform, any uploaded payment proof, and any workflow milestone related to payment is informational and administrative only unless expressly stated otherwise in a separate written agreement.
You remain solely responsible for:
1. making and receiving payments;
2. verifying beneficiary details;
3. confirming funds cleared and were actually received;
4. complying with banking, foreign exchange, tax, finance, sanctions, anti-money laundering, and documentary rules; and
5. assessing the risk of any release, shipment, handoff, or payment action.
If in the future IMSA GROWERS' & EXPORTERS LTD offers integrated payment, treasury, escrow, receivables, financing, or settlement services, those services may be subject to additional and separate terms.
Where IMSA GROWERS' & EXPORTERS LTD is a party to a product sale, trade order, workflow, financing structure, shipment coordination, or supply arrangement, the applicable transaction-specific documents, order forms, commercial invoices, confirmations, and expressly agreed commercial terms govern that specific transaction. Matters such as Incoterms, price, quality, title, risk of loss, payment structure, timing, inspection rights, acceptance, claims, product specifications, and shipping responsibilities are controlled by the relevant transaction documents, not by any general website or platform summary unless expressly stated.
The Services may interface with or reference third-party providers, including hosting vendors, email providers, communication providers, mapping tools, shipping lines, logistics platforms, payment providers, document tools, inspection bodies, or regulatory systems. IMSA GROWERS' & EXPORTERS LTD does not control and is not responsible for third-party services, content, systems, failures, policies, delays, outages, changes, refusals, or acts or omissions. Your use of third-party services is at your own risk and may be governed by separate terms.
IMSA GROWERS' & EXPORTERS LTD may, but is not obligated to, monitor usage, review logs, investigate activity, inspect accounts, review uploaded materials, and take any action we deem appropriate to enforce these Terms, protect the Services, protect rights, support compliance, respond to disputes, or satisfy legal obligations.
You agree to reasonably cooperate with any compliance, fraud, security, misuse, sanctions, customs, legal, or internal investigation relating to your use of the Services.
We may, at any time and in our sole discretion, with or without notice, suspend, restrict, freeze, disable, remove, refuse, or terminate your access to all or any part of the Services, any account, any data, any document, any workflow, any user role, or any transaction if:
1. you violate these Terms or any policy;
2. we suspect fraud, abuse, circumvention, unauthorized access, sanctions exposure, unlawful activity, or material risk;
3. we receive a legal request, court order, regulatory directive, or credible complaint;
4. your use creates technical, security, legal, operational, or reputational risk;
5. fees are due and unpaid where applicable;
6. your account information is inaccurate or incomplete;
7. your continued access is no longer commercially, legally, or operationally acceptable; or
8. we decide to discontinue the relevant service or relationship.
We have no obligation to maintain, export, or return any data after termination except to the extent required by law or an express written agreement.
Upon termination or suspension:
1. your license to use the Services immediately ends;
2. we may disable credentials and access;
3. we may preserve logs, records, documents, and data as required by law, policy, dispute needs, compliance, security, or business continuity;
4. any provisions that by their nature should survive will survive, including without limitation payment obligations, confidentiality, non-circumvention, indemnity, limitations of liability, dispute resolution, ownership, and audit/investigation rights.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, PLATFORM, WEBSITE, CONTENT, DOCUMENT TOOLS, WORKFLOWS, GENERATED OUTPUTS, COMMUNICATIONS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
IMSA GROWERS' & EXPORTERS LTD AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, CONTRACTORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:
1. MERCHANTABILITY;
2. FITNESS FOR A PARTICULAR PURPOSE;
3. TITLE;
4. NON-INFRINGEMENT;
5. QUIET ENJOYMENT;
6. COURSE OF DEALING OR USAGE OF TRADE;
7. ACCURACY, COMPLETENESS, OR RELIABILITY;
8. AVAILABILITY, UPTIME, OR UNINTERRUPTED ACCESS;
9. FREEDOM FROM ERRORS, BUGS, SECURITY VULNERABILITIES, OR HARMFUL COMPONENTS;
10. THAT DATA, CONTENT, DOCUMENTS, OR FILES WILL NOT BE LOST, ALTERED, INTERCEPTED, OR CORRUPTED;
11. THAT PLATFORM OUTPUTS, DOCUMENTS, COUNTERPARTY DATA, SHIPPING DATA, MAPS, LOGISTICS DATA, OR ALERTS ARE CURRENT, CORRECT, OR FIT FOR RELIANCE;
12. THAT ANY TRANSACTION WILL CLOSE, PERFORM, SETTLE, ARRIVE, BE PAID, BE PROFITABLE, OR BE LEGALLY OR COMMERCIALLY SUFFICIENT; OR
13. THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IMSA GROWERS' & EXPORTERS LTD OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, CONTRACTORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF CUSTOMERS, LOSS OF DATA, LOSS OF DOCUMENTS, LOSS OF USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE SERVICES, CARGO LOSS, SHIPPING DELAY, REGULATORY DELAY, CUSTOMS HOLD, PAYMENT FAILURE, COUNTERPARTY DEFAULT, OR UNAUTHORIZED ACCESS, ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IMSA GROWERS' & EXPORTERS LTD SHALL HAVE NO LIABILITY FOR:
1. USER CONTENT OR THIRD-PARTY CONTENT;
2. ACTS OR OMISSIONS OF USERS OR COUNTERPARTIES;
3. TRANSACTION DISPUTES BETWEEN USERS OR THIRD PARTIES;
4. PAYMENT NON-RECEIPT, PAYMENT MISDIRECTION, CHARGEBACKS, FRAUD, FX ISSUES, OR BANKING FAILURES;
5. PRODUCT QUALITY, CONDITION, SUITABILITY, YIELD, PACKOUT VARIATION, OR NATURAL AGRICULTURAL VARIATION;
6. SHIPMENT DELAYS, PORT ISSUES, CUSTOMS DELAYS, SANCTIONS ISSUES, INSPECTION FAILURES, OR REGULATORY ACTIONS;
7. ANY DECISION YOU MAKE BASED ON THE SERVICES;
8. ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR ACCOUNT CAUSED BY YOUR FAILURE TO SECURE CREDENTIALS;
9. ANY INTERRUPTION, OUTAGE, OR MODIFICATION OF THE SERVICES;
10. ANY LOSS OR DAMAGE ARISING FROM THIRD-PARTY SERVICES OR INTEGRATIONS; OR
11. ANY USE OF THE SERVICES CONTRARY TO OUR INSTRUCTIONS, POLICIES, OR INTENDED SCOPE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF IMSA GROWERS' & EXPORTERS LTD AND ALL RELATED PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE LESSER OF:
1. THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO IMSA GROWERS' & EXPORTERS LTD FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
2. ONE HUNDRED U.S. DOLLARS (US$100).
IF YOU USE THE SERVICES WITHOUT PAYING IMSA GROWERS' & EXPORTERS LTD DIRECTLY, YOUR EXCLUSIVE REMEDY AND IMSA GROWERS' & EXPORTERS LTD'S MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED US$100.
NOTHING IN THESE TERMS SHALL EXCLUDE LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You shall defend, indemnify, and hold harmless IMSA GROWERS' & EXPORTERS LTD and its affiliates, officers, directors, employees, agents, licensors, contractors, service providers, successors, and assigns from and against any and all claims, actions, demands, investigations, proceedings, liabilities, losses, damages, judgments, fines, penalties, settlements, costs, and expenses, including reasonable attorneys' fees and professional fees, arising out of or relating to:
1. your access to or use of the Services;
2. your User Content;
3. your violation of these Terms or any incorporated policy;
4. your violation of any law, regulation, sanctions rule, customs rule, tax rule, anti-bribery rule, privacy law, export-control law, or third-party right;
5. any transaction, shipment, settlement, financing arrangement, payment, document, or commercial relationship in which you participate;
6. any dispute between you and a counterparty or third party;
7. any allegation that content, data, documents, or materials you provided are false, misleading, unlawful, infringing, or unauthorized;
8. your circumvention, off-platform dealing, misuse of confidential information, or misuse of platform data;
9. your fraud, negligence, misconduct, or willful acts or omissions; or
10. any use of the Services by a person accessing through your account or credentials.
IMSA GROWERS' & EXPORTERS LTD may assume exclusive control of the defense and settlement of any matter subject to indemnification, and you shall cooperate fully. You may not settle any matter imposing liability, admissions, restrictions, or non-monetary obligations on IMSA GROWERS' & EXPORTERS LTD without IMSA GROWERS' & EXPORTERS LTD's prior written consent.
You acknowledge that breach of these Terms, especially Sections relating to intellectual property, confidentiality, misuse of data, circumvention, security, scraping, reverse engineering, and restricted conduct, would cause irreparable harm for which monetary damages would be inadequate. IMSA GROWERS' & EXPORTERS LTD shall be entitled to temporary, preliminary, and permanent injunctive relief, specific performance, equitable relief, and other immediate remedies, without bond where permitted, in addition to all other remedies.
You are solely responsible for complying with all applicable laws, rules, and regulations in connection with your use of the Services and any transaction or relationship arising from them, including without limitation laws related to sanctions, export controls, customs, food safety, labeling, trade, anti-bribery, anti-corruption, anti-money laundering, data protection, competition, tax, and recordkeeping.
Your use of the Services is also governed by our Privacy Policy. To the extent the Services enable you to upload or process personal information, you are solely responsible for ensuring that you have all necessary rights, notices, instructions, permissions, and legal bases to do so.
These Terms do not create any agency, employment, partnership, fiduciary, escrow, trustee, broker, joint venture, franchise, or similar relationship between you and IMSA GROWERS' & EXPORTERS LTD. IMSA GROWERS' & EXPORTERS LTD is not your agent, broker, partner, or fiduciary unless expressly stated in a separate signed written agreement.
IMSA GROWERS' & EXPORTERS LTD shall not be liable for any delay, failure, interruption, suspension, corruption, or nonperformance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, labor shortages, epidemics, pandemics, cyberattacks, internet failures, utility failures, hosting outages, cloud failures, banking failures, port congestion, carrier changes, customs actions, sanctions developments, export restrictions, regulatory actions, government orders, equipment failure, supply disruptions, or agricultural events.
You consent to transact with us electronically. You agree that electronic signatures, click acceptance, digital acknowledgments, emails, platform records, workflow approvals, and electronic copies of records satisfy any legal requirement that such communications be in writing or signed, to the maximum extent permitted by law.
Certain features may be marked as beta, demo, pilot, sandbox, preview, or under development. Such features may be incomplete, experimental, unstable, inaccurate, or withdrawn at any time. IMSA GROWERS' & EXPORTERS LTD makes no promises regarding beta or demo features, and they are provided strictly "as is" with the maximum disclaimer and limitation of liability allowed by law.
If you download, export, print, share, or locally store any document, report, invoice, image, certificate, or other output from the Services, you remain solely responsible for its onward use, storage, transmission, disclosure, retention, and legal sufficiency. IMSA GROWERS' & EXPORTERS LTD is not responsible for what occurs after a document leaves the controlled environment of the Services.
You may not issue any press release, public statement, case study, testimonial, advertisement, investor communication, or market communication that references IMSA GROWERS' & EXPORTERS LTD, the Platform, IMSA GROWERS' & EXPORTERS LTD Atlas, our workflows, our counterparties, our transaction data, or our business relationship without our prior written consent, except where legally required.
You may not assign, delegate, transfer, sublicense, or otherwise dispose of any rights or obligations under these Terms without our prior written consent. Any attempted assignment in violation of this Section is void. IMSA GROWERS' & EXPORTERS LTD may assign or transfer these Terms, in whole or in part, to any affiliate, successor, acquirer, financing party, or as part of any corporate reorganization, asset sale, or business transfer.
These Terms, and any dispute arising out of or relating to them or the Services, shall be governed by the laws of Puerto Rico and, where applicable, the Federal Arbitration Act, without regard to conflict-of-law principles.
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS AND NOT IN COURT.
To the maximum extent permitted by law, any dispute, claim, controversy, or cause of action arising out of or relating to these Terms, the Services, any account, any workflow, any data, any document, any transaction-related use of the Platform, any communication with IMSA GROWERS' & EXPORTERS LTD, or the relationship between you and IMSA GROWERS' & EXPORTERS LTD, whether sounding in contract, tort, statute, fraud, misrepresentation, or any other legal theory, shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect.
The arbitration shall be conducted in English. The seat and legal place of arbitration shall be San Juan, Puerto Rico, unless IMSA GROWERS' & EXPORTERS LTD elects remote proceedings or the arbitrator orders otherwise. The arbitrator shall have exclusive authority to resolve all threshold and merits issues, including arbitrability, scope, interpretation, formation, and enforceability of this arbitration clause.
You and IMSA GROWERS' & EXPORTERS LTD waive any right to participate in a class action, collective action, mass action, representative action, private attorney general action, class-wide arbitration, coordinated proceeding, or any similar aggregated proceeding. Arbitration shall proceed only on an individual basis. The arbitrator may not consolidate claims or preside over any representative or class proceeding.
Nothing in this Section prevents IMSA GROWERS' & EXPORTERS LTD from seeking temporary, preliminary, or permanent injunctive relief, specific performance, attachment, replevin, account preservation, or similar equitable remedies in any court of competent jurisdiction to protect intellectual property, confidential information, security, payment rights, data rights, anti-circumvention rights, or platform integrity. IMSA GROWERS' & EXPORTERS LTD may also bring collection actions or claims for misuse, fraud, confidentiality breach, or circumvention in court where appropriate.
For any matter not subject to arbitration, and for enforcement of arbitral awards or equitable relief, you irrevocably submit to the exclusive jurisdiction of the state and federal courts located in San Juan, Puerto Rico, and waive any objection based on venue, forum non conveniens, or similar grounds.
To the maximum extent permitted by law, any claim by you arising out of or relating to the Services or these Terms must be commenced within one (1) year after the event giving rise to the claim, or it is permanently barred.
No failure or delay by IMSA GROWERS' & EXPORTERS LTD in exercising any right, remedy, power, or privilege shall operate as a waiver. No waiver shall be effective unless in writing and signed by an authorized representative of IMSA GROWERS' & EXPORTERS LTD.
If any provision of these Terms is held unlawful, void, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect. If the class-action waiver in Section 40 is found unenforceable in a way that prevents arbitration from proceeding on an individual basis, then the arbitration clause shall be unenforceable solely as to that claim, and the claim shall proceed exclusively in the courts specified above.
These Terms, together with all documents incorporated by reference and all applicable written transaction-specific documents between you and IMSA GROWERS' & EXPORTERS LTD, constitute the entire agreement between you and IMSA GROWERS' & EXPORTERS LTD regarding the Services and supersede all prior or contemporaneous oral or written understandings relating to the same subject matter.
If there is a conflict, the order of precedence shall be:
1. a separately signed written agreement expressly superseding these Terms;
2. transaction-specific order forms or commercial schedules;
3. supplemental service-specific terms;
4. these Terms; and
5. any general website content or non-contractual marketing material.
You consent to receive notices electronically, including by email, in-platform notification, or posting within the Services. Legal notices to IMSA GROWERS' & EXPORTERS LTD shall be sent to:
Notices to you may be sent to the contact information associated with your account or otherwise provided by you and will be effective upon dispatch.
Questions about these Terms should be directed to info@imsagrowers.com or 0758072019.
By using the Services, you specifically acknowledge and agree that:
1. the Services are tools only and not guarantees;
2. trade, shipping, agricultural, documentary, payment, and compliance risks remain with users and counterparties;
3. IMSA GROWERS' & EXPORTERS LTD is entitled to protect its platform, data, counterparties, workflows, economics, and operational model aggressively;
4. unauthorized copying, misuse, extraction, redistribution, commercialization, circumvention, or exploitation of any part of the Services or information obtained through them is strictly prohibited; and
5. the disclaimers, limitations of liability, arbitration clause, class-action waiver, confidentiality obligations, and non-circumvention provisions are material terms without which IMSA GROWERS' & EXPORTERS LTD would not provide access to the Services.
