Terms of Use

1. Purpose and acceptance of these terms

Welcome to Agrobridge, a B2B digital platform dedicated to connecting professionals in the agricultural and agri-food sector on a national and international scale.

These Terms of Use (the "Terms") set out the rules governing access to and use of Agrobridge's website, applications, services, and features.

By creating an account, accessing the platform, or using Agrobridge's services, the user acknowledges having read, understood, and accepted these Terms.

If you do not accept these Terms, you must not use Agrobridge's services.

2. Definitions

In these Terms:

• "Agrobridge" refers to the platform, its services, their digital infrastructure, and, depending on the context, the legal entity operating them.
• "User" refers to any person using the platform.
• "Seller" refers to a professional user offering agricultural or agri-food products or services on Agrobridge.
• "Buyer" refers to a professional user seeking or purchasing products or services offered on Agrobridge.
• "Product" refers to any agricultural or agri-food product offered on the platform.
• "Offer" refers to a commercial proposal published by a seller.
• "Request" refers to a sourcing need published or entered by a buyer.
• "Transaction" refers to any commercial operation concluded between a buyer and a seller, carried out wholly or partly through Agrobridge.

3. Description of the service

Agrobridge is a B2B platform that enables professionals to search for and identify business opportunities in the agricultural and agri-food sector.

The features may in particular allow for:

• the creation of professional profiles;
• the publication of products;
• the publication of sourcing needs;
• the search for products and business partners;
• connecting buyers and sellers;
• intelligent matching based on certain criteria;
• communication between users;
• document sharing;
• commercial negotiation;
• order processing, where this feature is offered;
• the provision of market information and analysis;
• the use of artificial intelligence and recommendation tools.

The features available may evolve as Agrobridge develops.

4. Agrobridge's role

Unless expressly stated otherwise, Agrobridge acts primarily as a technology platform and intermediary connecting professionals.

Agrobridge generally does not own the products offered by sellers and is not a party to the sales contract.

The commercial contract relating to a product is concluded between the parties concerned, subject to any specific conditions that may apply to a particular Agrobridge feature.

Agrobridge offers no guarantee as to:

• the quality of the products offered;
• their compliance with any particular regulation;
• their actual availability;
• their origin;
• their quantity;
• their compliance with the certifications announced;
• the solvency of a user;
• a seller's ability to deliver;
• a buyer's ability to pay;
• the successful completion of a transaction.

Users must carry out their own checks before concluding a transaction.

5. Access conditions

Agrobridge is intended for professionals in the agricultural and agri-food sector.

To use the platform's professional features, the user must:

• be at least 18 years old or the legal age required in their country;
• have the legal capacity to enter into a contract;
• represent a business or organization, or carry out a genuine professional activity;
• have the authority required to act on behalf of the business represented;
• provide accurate, complete, and up-to-date information;
• comply with these Terms;
• comply with the laws and regulations applicable to their activities.

Agrobridge may request additional information to verify compliance with these conditions.

6. Account creation and management

Certain features require the creation of an account.

The user agrees to provide accurate information and to keep it regularly updated.

The user is responsible for:

• the confidentiality of their login credentials;
• the use of their account;
• actions carried out from their account;
• the security of their information.

The user must inform Agrobridge as soon as possible if they become aware of any unauthorized use of their account.

An Agrobridge account must not be sold, transferred, or lent to a third party without Agrobridge's prior written consent.

7. Business verification

To strengthen trust in the marketplace, Agrobridge may offer or implement verification procedures.

These procedures may in particular relate to:

• the user's identity;
• the existence of the business;
• legal information;
• contact details;
• certifications;
• certain professional documents.

A "verified" indication on a profile means only that the information concerned has been checked in accordance with Agrobridge's procedures applicable at the time of that verification.

Verification does not constitute a guarantee of quality, solvency, reliability, or performance of commercial obligations.

8. Sellers' obligations

Every seller using Agrobridge is responsible for the information and offers they publish.

The seller agrees in particular to:

• provide accurate information about their products;
• correctly indicate the quantities available;
• provide accurate information about the origin of the products;
• correctly declare the characteristics and quality of their products;
• comply with applicable quality requirements;
• comply with applicable health and phytosanitary regulations;
• comply with applicable export and import regulations;
• display clear and non-misleading information;
• comply with the commercial terms agreed with the buyer;
• comply with applicable traceability obligations;
• provide the necessary documents where required;
• not publish prohibited or illegal products.

The seller is responsible for the compliance of their products and professional activities.

9. Buyers' obligations

Every buyer using Agrobridge agrees in particular to:

• provide accurate information about their business;
• correctly specify their sourcing needs (Requests);
• comply with the regulations applicable to their activity;
• verify product information before any transaction;
• honor the commercial commitments they accept;
• make payments in accordance with the agreed terms;
• provide the information necessary for import where this is their responsibility;
• not use Agrobridge for fraudulent or illegal purposes.

10. Products and regulatory compliance

Products offered on Agrobridge must comply with the laws and regulations applicable in their country of origin, their country of destination and, where applicable, international trade regulations.

Depending on the nature of the product and the transaction, the parties may be responsible in particular for:

• export authorizations;
• import authorizations;
• health documents;
• phytosanitary certificates;
• certificates of origin;
• quality certifications;
• traceability requirements;
• labeling requirements;
• applicable food standards;
• customs requirements.

Agrobridge does not guarantee that the products offered automatically comply with the regulatory requirements of the destination countries.

It is up to the parties to verify the requirements applicable to each transaction.

11. Publishing offers and listings

Users may publish offers, requests, products, commercial information, photographs, videos, and documents in accordance with the features available.

The user warrants that the information published:

• is accurate;
• is not misleading;
• does not violate any law;
• does not infringe the rights of any third party;
• does not contain fraudulent content;
• does not contain malicious software;
• does not compromise the security of the platform.

Agrobridge may remove or suspend any publication it reasonably believes to violate these Terms or applicable regulations.

12. Intelligent matching and recommendations

Agrobridge may use automated systems and matching algorithms ("intelligent matching").

The system may in particular take into account:

• the type of product;
• the variety;
• the quantity;
• availability;
• location;
• certifications;
• quality criteria;
• commercial preferences;
• logistics conditions;
• the information provided in profiles.

Agrobridge may assign a compatibility score or suggest a recommendation.

These recommendations are tools to assist with search and matchmaking. They are in no way:

• a commercial guarantee;
• a certification;
• a complete verification of a user;
• a quality guarantee;
• a price guarantee;
• an availability guarantee;
• a delivery guarantee;
• financial or legal advice.

Users remain responsible for the business decisions they make.

13. Commercial transactions

Commercial transactions are concluded between the professionals concerned under the terms they accept.

The parties must in particular determine, as applicable:

• the product;
• the quantity;
• the price;
• the currency;
• the payment terms;
• the timeframes;
• the place of delivery;
• the transport;
• the applicable Incoterms;
• the necessary documents;
• the respective responsibilities;
• the claim conditions.

Where Agrobridge offers an ordering or payment feature, specific conditions may supplement these Terms.

14. Prices and Agrobridge fees

Unless stated otherwise, product prices are set by sellers.

Agrobridge may charge fees related to the use of certain services.

Where fees apply, their amount or method of calculation is communicated to the users concerned.

Agrobridge may change its pricing, subject to informing users where applicable regulations require it.

Taxes, customs duties, transport costs, and other costs related to a transaction are borne by the party or parties determined by the commercial agreement concluded between them, in accordance with applicable regulations.

15. Payments

Where online payment is available, it is processed exclusively through a secure payment provider such as Stripe.

Payments may also be subject to the payment provider's own terms and conditions.

In the event of a payment being declined, undergoing verification, or being cancelled, Agrobridge may suspend processing of the order concerned until payment is confirmed.

Refunds are made in accordance with the terms applicable to the transaction concerned.

16. Delivery and logistics

Shipping conditions are determined directly between the seller, the buyer, and, where applicable, the relevant logistics provider.

It is in particular up to the parties to determine:

• the place of delivery;
• the timeframes;
• the carrier;
• the costs;
• the documents;
• the Incoterms;
• the transfer of risk.

Agrobridge is not liable for delays, losses, damage, or defects attributable to the seller, the buyer, the carrier, or any external party.

17. Claims and commercial disputes

Buyers must inspect products upon receipt and promptly report any anomaly to the seller.

Claims may in particular relate to:

• quantity;
• quality;
• apparent condition;
• compliance;
• documentation;
• damage related to transport.

Where Agrobridge's features allow it, the parties may use the dispute resolution tools offered on the platform.

Unless expressly stated otherwise, Agrobridge is not a party to the commercial contract concluded between the buyer and the seller and does not guarantee the resolution of any commercial dispute between them.

18. Ratings and reviews

Agrobridge may allow users to rate their business partners.

Reviews must be:

• honest;
• based on genuine experience;
• relevant;
• non-defamatory;
• non-fraudulent.

In particular, it is prohibited to:

• buy fake reviews;
• post fake reviews;
• manipulate ratings;
• post illegal content;
• post personal information without authorization.

Agrobridge may remove any review that violates these Terms or the rules applicable on the platform.

19. Messaging and communications

Agrobridge may provide a messaging system allowing buyers and sellers to communicate.

It is prohibited to use this feature to:

• send illegal content;
• carry out fraudulent activities;
• distribute malicious software;
• send unsolicited mass communications (spam);
• impersonate a person or a business;
• circumvent security systems;
• infringe the rights of any third party.

20. Documents and files

The platform allows documents to be shared; the user warrants that they hold the rights necessary to transmit the documents concerned.

In particular, it is prohibited to transmit:

• forged documents;
• documents obtained illegally;
• content that infringes intellectual property rights;
• personal data that is not necessary;
• malicious software.

Users are responsible for the content of the documents they transmit.

21. Agrobridge's intellectual property

The Agrobridge platform, its name, brand, logos, graphic elements, interface, databases, software, algorithms, text, content, and features are protected by applicable intellectual property regulations.

Unless prior written authorization is obtained, it is prohibited to:

• copy;
• reproduce;
• modify;
• distribute;
• sell;
• commercially exploit;
• scrape or mass-extract data;
• decompile;
• disassemble;
• attempt to reproduce Agrobridge's features and technologies.

Use of the platform does not transfer any intellectual property rights to the user.

22. Content published by users

Users retain their rights to the content they publish, subject to the rights granted to Agrobridge to operate the platform.

By publishing content on Agrobridge, the user grants Agrobridge a non-exclusive, worldwide license, limited to the time necessary to operate the service and, where necessary, to provide its features.

This license authorizes Agrobridge in particular to:

• host the content;
• technically reproduce it;
• display it to authorized users;
• transmit it to the relevant recipients;
• technically process it in order to provide the services;
• adapt it to the formats necessary for the platform to function.

This license does not involve any transfer of ownership of the content to Agrobridge.

23. Prohibited uses

It is strictly prohibited to use Agrobridge to:

• carry out an illegal activity;
• commit fraud;
• impersonate someone;
• create fake profiles;
• post false information;
• sell prohibited or illegal products;
• forge documents;
• manipulate ratings;
• circumvent security measures;
• access accounts without authorization;
• introduce malicious software;
• carry out unauthorized scraping or mass data extraction;
• use unauthorized bots or automated systems;
• send spam;
• collect other users' data for unauthorized purposes;
• compromise Agrobridge's IT systems;
• engage in any activity that compromises the security and integrity of the platform.

24. Suspension or termination

Agrobridge may suspend, limit, or terminate an account where necessary, in particular in the event of:

• a violation of these Terms;
• fraud or attempted fraud;
• false or misleading information;
• illegal activity;
• a security risk;
• misuse of the platform;
• infringement of intellectual property rights;
• non-payment of amounts owed;
• conduct likely to seriously harm other users or Agrobridge.

Where possible and appropriate, Agrobridge may inform the user of the reason for the suspension or termination.

Agrobridge may also take immediate action where necessary to protect the platform, its users, or to comply with a legal obligation.

25. Consequences of termination

After an account is terminated, the user may lose access to the features and content associated with that account.

Certain information may nonetheless be retained where necessary to:

• comply with a legal obligation;
• comply with an accounting or tax obligation;
• prevent fraud;
• ensure security;
• resolve a dispute;
• establish, exercise, or defend legal claims.

Provisions which, by their nature, are intended to survive termination remain applicable, including those relating to intellectual property, liability, and disputes.

26. Platform availability

Agrobridge strives to keep its services accessible and functional.

However, the platform may be temporarily unavailable, in particular due to:

• maintenance operations;
• updates;
• technical issues;
• failures of third-party providers;
• cyberattacks;
• network issues;
• events beyond Agrobridge's control.

Agrobridge does not guarantee that the platform will be available without interruption or error.

27. Limitation of liability

To the extent permitted by applicable regulations, Agrobridge acts primarily as a technology platform and matchmaking intermediary.

Agrobridge cannot be held liable for matters that fall directly within the responsibility of users or third parties, in particular:

• the quality of the products;
• the compliance of the products;
• the origin of the products;
• availability;
• quantity;
• certifications;
• a user's financial capacity;
• failure to pay;
• failure to deliver;
• delay;
• damage related to transport;
• breach of a contract between buyer and seller;
• false information published by a user.

Agrobridge does not guarantee any business opportunity presented on the platform as to the outcome of a transaction.

Nothing in these Terms limits any liability that cannot legally be excluded or limited.

28. Force majeure

Agrobridge cannot be held liable for any failure or delay resulting from an event beyond its control that is reasonably unforeseeable or unavoidable.

Events of force majeure include, in particular, subject to the legally required conditions:

• natural disasters;
• fires;
• floods;
• pandemics;
• conflicts;
• acts of terrorism;
• cyberattacks;
• major infrastructure outages;
• network failures;
• government decisions;
• customs restrictions;
• major transport disruptions;
• other events of force majeure recognized by applicable law.

29. Protection of personal data

The processing of personal data carried out in connection with the use of Agrobridge is governed by Agrobridge's Privacy Policy, available on the platform.

This Policy explains in particular:

• the data collected;
• the purposes of the processing;
• the legal bases;
• the use of matching and artificial intelligence;
• the recipients;
• the retention periods;
• users' rights;
• international transfers.

30. Changes to the services

Certain features of the Agrobridge platform may be modified, suspended, or removed, in particular in order to:

• improve its services;
• ensure security;
• comply with legal obligations;
• adapt its business model;
• develop new features.

Where reasonably possible, users will be informed of significant changes.

31. Changes to these Terms of Use

Agrobridge may amend these Terms in order to take into account, in particular:

• the evolution of the services;
• new features;
• regulatory changes;
• technical changes;
• the evolution of the business model.

The new version will be published on the platform as soon as it takes effect.

Where applicable regulations require it, Agrobridge will inform users of significant changes.

Continued use of the platform after the new Terms take effect constitutes acceptance of them, subject to any mandatory rights granted to the user under applicable law.

32. Governing law

These Terms are governed by the law applicable to the legal entity operating Agrobridge, subject to any mandatory rules that may apply to the user or to the transaction concerned.

International transactions may be subject to specific regulations relating in particular to:

• international trade;
• customs;
• import and export;
• health and phytosanitary standards;
• food safety;
• data protection;
• trade sanctions and restrictions.

33. Dispute resolution

In the event of disagreement regarding the use of the platform, the parties are encouraged to seek an amicable solution.

Mediation or any other amicable resolution procedure may be initiated for this purpose.

In the absence of an amicable settlement, the dispute will be submitted to the competent courts in accordance with applicable law and applicable mandatory regulations.

Competent jurisdiction: the courts of the Commonwealth of Kentucky and the applicable federal courts of the United States.

Nothing in this section deprives a user of any rights or remedies to which they are entitled as a matter of mandatory applicable law.

34. Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision will be interpreted or limited accordingly.

The invalidity of one provision does not affect the validity of the other provisions of these Terms.

35. No waiver

The fact that Agrobridge does not immediately exercise a right provided for in these Terms does not constitute a waiver of that right.

36. Entire agreement

These Terms, together with the documents they refer to, in particular the Privacy Policy, the General Terms and Conditions of Sale where applicable, and any specific conditions for certain services, constitute the entire set of rules applicable to the use of the relevant services.

In the event of a conflict between several documents, the provisions specific to the relevant service prevail to the extent applicable.

37. Contact

For any questions regarding these Terms of Use, you may contact Agrobridge:

38. Effective date

These Terms of Use take effect on August 16, 2026.

Version: 1.0

By creating an account or using Agrobridge's services after this date, the user acknowledges having read these Terms and accepts them to the extent provided by applicable law.