Terms and Conditions (“Terms”) constitute a legal agreement between you and MICROFFEE (Collectively, “MICROFFEE,” “WE,” “US,” OR “OUR”), for your use of our online software and services, which connects coffee producers and/or distributors (“Sellers“) with consumers who want to purchase these products (“Buyers“) throughout our web-based technology, website (the “Site”), and mobile device application (the “App“) for the Buyers to purchase products, including green coffee from Sellers (collectively called the “Services”). Please read these Terms carefully before accessing or using the services. Remember by using the Services, you are creating a legally binding contract to comply with all our terms.

By using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

You must be 18 years old or older to use the Services and not a person otherwise barred from receiving services under the laws of the United States of America and Canada. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

Users shall not use an Account for money laundering or any illegal purpose or in violation of any law or regulation or provision of these terms. As a condition for using the Service, we hold all buyers or sellers accountable for violations of law, violations of these Terms and all applicable policies and cooperate with any legal authorities regarding same.

Sellers can sign up to the Services and offer their inventory for sale, by posting a product listing (“Product“). Buyers can sign up to the Services if they want to purchase such items.

We do not sell any items ourselves. Our responsibilities under these Terms are limited solely to facilitating the availability of our Services.

Your access to the Services and your Product, and sale of any items through the Services are at your own risk and we disclaim all warranties, express or implied, and limit our liability in these Terms.

MICROFFEE provides payment processing services through third-party Services providers for items listed through the Services. Users can pay with and accept payment by credit card, debit card, PayPal, Apple Pay and Android Pay. Sellers may collect funds from sales deposited into their designated bank account. Please remember, payment instruments and bank accounts can only be registered on one MICROFFEE account at a time. In addition, MICROFFEE will process any refunds, chargebacks, or payment reversals, but MICROFFEE is not and shall not be involved in disputes between Users. Our customer relations department will be available to help our users with any questions related to the App.

In order to use certain Services, including, posting a product for sale, you will need to register with MICROFFEE, create a username and provide certain information about yourself and/or your company as prompted by the registration form requirements, including a valid email address and necessary contact information.

(For Sellers) We welcome all Sellers to apply to sell on MICROFFEE, as long as you are offering to sell legitimate product listings, including accurate information, variety, process, proof of origin, and comply with these Terms. In addition, in order to become a Seller on MICROFFEE we may ask you to provide details regarding yourself, your business, product history, certificate of origins, customs paperwork and any other information that we deem relevant.  We may review your application form and may approve or deny your request, within three (3) business days, to create a Seller account at our sole discretion. We may also remove your ability to sell on MICROFFEE after you have first been approved, at our sole discretion. You may not create more than one Seller account on MICROFFEE without prior approval from us.

You may not use a username for the purpose of impersonating another entity or coffee distributor, including staff or any other representative of MICROFFEE. We reserve the right to revoke, remove or reclaim inactive usernames or usernames on behalf of businesses or individuals that hold trademark or other legal claim on those usernames.

You agree that by creating an account or using the services in any manner, you agree to abide by these Terms and provide accurate information. Unless you are an agent authorized to bind another person and you are acting under their direction, you may not create an account for anyone other than yourself. We reserve the right to suspend or terminate your account if any information provided proves to be inaccurate, false, or otherwise in violation of these Terms.

You are solely responsible for protecting the password that you use to access the Services. You agree to take sole responsibility for any actions or activities under your Seller’s account’s, whether or not you have authorized such activities or actions. We encourage you to use strong passwords, unique passwords that use a combination of upper, lower case letters, numbers and symbols with your account. You must immediately notify MICROFFEE of any unauthorized use of your account, or if you have reason to believe that your password was lost, stolen, disclosed to a third or an unauthorized entity, party or otherwise may have been compromised. MICROFFEE is not liable for any loss or damage arising from your failure to comply with the above requirements.

Your User Content will be viewable by other users of the Services. You should only make available information or provide User Content that you are comfortable sharing with others under these Terms. By posting your User Content, you thereby grant MICROFFEE a limited license to display, modify, reproduce, and create derivative works of the User Content as necessary solely for the purpose of providing the Services.  You are responsible for your use of the Services, for any User Content you provide, and for any consequences thereof, including the use of your User Content by other users and our third-party partners. Any Content you provide must comply with the Seller Rules, hereby incorporated by reference and are part of these Terms and Conditions describe what content is prohibited on the Services). MICROFFEE is not responsible or liable for any use of your user profile content by  MICROFFEE in accordance with these Terms. You may request removal of your user profile content from the Services at any time by deleting it or sending a request to customer support. Some user content cannot be deleted entirely as it may be needed for tax or other purposes by either MICROFFEE or another user. If you choose to remove your Profile User Content or cancel your account, your User Content will be removed from public viewing as soon as is practical, (although back-up copies may survive for archival and record keeping purposes), provided, however, in certain instances, copies of your Profile User Content may continue to exist in published or recorded form when it has been retransmitted, redistributed, or otherwise. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content on the Services. We retain the right to create limits on use and storage at our sole discretion at any time with or without notice.

If you make a Purchase, you need to create a Buyer’s account and provide payment information, including your credit card number, your bank account and routing number, the expiration date of your credit card, your address(es) for billing and delivery, and other information about your financial accounts (such information, “Payment Information”). If you make a Purchase, you authorize MICROFFEE’s payment processor(s) to use the Payment Information to charge your designated payment account. You also authorize MICROFFEE’s payment processors to correct any mistakes in payments made by or to you, including any processing errors we discover, by using the Payment Information to debit or credit the payment account used in the applicable transaction.

You agree to bear any additional charges that your bank or other financial service providers may levy on you. You will receive a confirmation email once the transaction is complete. If you have any concerns or objections regarding charges, you agree to raise them first with us and you agree not to cancel, reject, chargeback or request reversal of any charges related to a Purchase unless you have made a reasonable attempt at resolving the matter directly with MICROFFEE.

If you decide to use the Services to sell your products, you agree to abide by rules and policies which are described in detail on the MICROFFEE’s terms and conditions (“Seller Rules“), which are hereby incorporated by reference. In the event of any conflict between the text in these Terms and Conditions and the Seller Rules, the Seller Rules will govern. If you do not agree to these Seller Rules, please do not post Products for sale. Failure to comply with any of the Seller Rules may result in your account being suspended or banned from participating in the Service.

When you create a Product listing you will need to provide certain information about your product, including a minimum product description, price, address, shipping information (if any), and any other applicable terms of product listing. It is important that such information be completed in an accurate manner to comply with our terms, as outlined in our product listing guidelines section (“Product Listing Guidelines“). Where you will find additional information about how to create a Product listing, please see our product listing tutorial. You agree that you are responsible for all Product listings you post. We want you to be able to publish as many listings as possible, but we reserve the right to remove a particular listing for any reason at our absolute discretion.

Posting a product on the Services does not mean you or your items are endorsed by us in any way. We reserve the right to conduct background checks on any seller and you agree to cooperate with us and to provide us with all information we request from you in the event that we decide to conduct a background check on you. We’re not responsible for any damage or harm resulting from your communications or interactions with a Buyer. By using the Service, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of Buyers or other third parties will be limited to a claim against the Buyers or any third parties who caused you harm and you agree not to attempt to impose liability on us, or seek any legal remedy from us with respect to such actions or omissions.

Sellers are not employees, agents or otherwise contractors, MICROFFEE do not offers any joint venture, partnership, employment, or agency relationship exists between you or any third party provider as a result of this Agreement or use of the Services. MICROFFEE, is not responsible in any direct or indirect way to supervise or control a Seller. Nothing in these Terms will be construed as establishing an employment or agency relationship between MICROFFEE and you, your company or any of your personnel. You have no authority to bind MICROFFEE by contract or otherwise.

Seller agrees to assume full responsibility for the content of your goods offered for sale. Seller agrees to display information accurately about your Products, to ship goods purchased by Buyers promptly after payment, to adhere to all Product Listing Guidelines and to respond to enquiries from MICROFFEE in a timely manner and to pay the applicable Fees. Seller will not transfer your MICROFFEE account, including ratings feedback and your user ID, to any other party without our prior consent.

MICROFFEE also reserves the right to withhold payments from sellers who violate seller policies. Payments will be held until the seller and their account are compliant with all policies.

Sales made through the Services are subject to a commission rate, described under “Seller Terms” (the “Fees“). The percentages and fixed amounts deducted from transactions for any product sale may vary between 15% and 20% commission, depending on category or promotion. Our terms are available on the Seller Terms section of your account “Seller Terms”.

A Purchase may be subject to local sales tax or value-added taxes or additional postage upon delivery. These taxes or additional postage fees are not charged by the Services and MICROFFEE cannot be responsible for or provide order-specific advice regarding additional taxes or postal fees.

The Services may facilitate payments to Sellers, and refunds from, Sellers. Payments and refunds facilitated by the Services are processed by third parties. If, and to the extent, MICROFFEE accepts, transmits funds in connection with your confirmed sale, you agree that MICROFFEE does so, on your behalf, as your limited agent and you hereby appoint MICROFFEE as your limited agent solely for the purpose of accepting payments from, and refunding payments to, Buyers on your behalf. You agree that MICROFFEE may use third parties to process payments, refunds or payouts through the Services and that MICROFFEE has no obligation to accept, hold or transmit funds on your behalf. In accepting appointment as your limited agent, MICROFFEE assumes no liability for any of your acts or omissions. You agree that, in accordance with our refund policy, the Buyer may cancel a purchase and we may refund to the Buyer the amount specified in such refund policy.

When a Buyer pays you, the applicable Fees are automatically deducted from the payment before it is paid to you. Payment will be disbursed to you, provided that the aggregate amount to be disbursed to you exceeds $2.00, on a date selected by MICROFFEE, after delivery of the item has been confirmed through the tracking information you provide in connection with shipment (as further described below). If delivery cannot be confirmed, and a Not Received item dispute has not been opened by the buyer, orders will be marked as payable after 15 days after you mark the item as being shipped and the order shows an acceptance scan from a carrier. MICROFFEE also reserves the right to withhold payments from sellers who violate seller policies, payments will be held until the seller and their account is compliant with all policies.

MICROFFEE uses third parties, including Stripe, Inc and PayPal to originate credit transfers to your financial institution account. You expressly authorize MICROFFEE’s service providers, Stripe, Inc and PayPal to originate credit transfers to your financial institution account. In addition, you also authorize MICROFFEE and MICROFFEE’s payment processors to adjust or correct any mistakes payments made by or to you, including any processing errors we discover, by debiting or crediting your bank or financial institution account.

If you are a Seller, you agree to ship items purchased by Buyers promptly after payment, but in no event longer than 3 days. Each shipment is required to ship with a valid tracking number from a supported carrier. For detailed shipping requirements, please review our shipping policy, Seller will receive prepaid shipping labels through the Services. The costs of labels will be paid by a Buyer at the time of purchase and will be deducted from the total payment of the Sale by the Buyer prior to the funds being released to a Seller’s account.

By using the services, Seller acknowledges and agrees that each Confirmed Sale will be subject to MICROFFEE’s “refund policy”. If a Buyer cancels a Purchase and requests a refund after payment but before the Seller has indicated that the item has been shipped (“Marked as Shipped“) the refund will be issued and the Seller will be informed to stop shipment. In addition, if a shipment is refused by buyer, undeliverable as addressed or returned to you without being delivered, you agree to issue a full refund.

The Purchase becomes voided if a full refund is issued after an order is paid and before delivery, If the Service issues a full refund after the payment has been disbursed to you, microffee will reimburse the Buyer directly and you will be invoiced for any portion of a refund which includes funds already disbursed to you in connection with the sale.

We will invoice you for any partial refunded amount, provided that MICROFFEE will include a pro-rated credit for the applicable commission.

If a Buyer cancels purchase before shipping, you can void shipping labels if they have not yet been processed (scanned), Notwithstanding the foregoing, MICROFFEE may assist you for bad address in its sole discretion. Please contact customer support for more information

You understand and agree that we do not act as your insurer, broker, contracting agent or other representative, other than as noted in the Payments section above. If a Buyer purchases an item from you, any contract that you enter into with the Buyer, written or oral, will be between you and the Buyer only. You acknowledge and agree that you, and not us, will be responsible for performing the obligations of any contracts with Buyers, and we are not a party to such contracts and disclaim all liability arising from or related to such contracts.

MICROFFEE does not have any control over or liability for the quality, descriptions, photos, or other aspect of the products listed for sale, nor does MICROFFEE have any control over or liability for the accuracy, truthfulness, quality, or other aspect and information associated with Products. If a product sold on MICROFFEE is delivered in a defective condition, a Buyer’s sole remedy is with the Seller. If a Buyer has any concerns about you or your goods, they may contact you through the Service, if possible, or contact MICROFFEE, which will reach out to you, to try and resolve their concerns. On the same note, if you have any concerns about a Buyer’s purchase, you should contact MICROFFEE.

Users may submit feedback information regarding Sellers and Buyers that use the Services. You may only use the rating and feedback features for the bona-fide purpose of submitting feedback regarding the experience you had. Any other use of the feedback system is prohibited. You may not threaten to withhold refunds in order to avoid negative feedback or receive benefits beyond those to which you are entitled and you may not submit feedback for the purpose of manipulating another user’s rating. Feedback information submitted by a user may be made available through the Services to other users.

The collection and use of your personal information is described in our Privacy Policy.

As part of the Services we provide, you may sign up to receive notifications, alerts, or other types of messages via text message, email or the messaging functionality provided by the Services (“Messages“). You have control over the Messages settings, and can opt in or out of these Messages (with the exception of infrequent, important service announcements and administrative messages) either through your account or by following the unsubscribe instructions provided in the text or e-mail you receive. Please be aware that third-party messaging fees may occur for some of the Messages depending on the message plan you have with your wireless carrier.

If you provide your cellular phone number and agree to receive communications from MICROFFEE, you specifically authorize MICROFFEE to send text messages or calls to your phone. You are not required to consent to receive text messages or calls as a condition of using the Services and may opt out of such messages. You can opt out of receiving text messages through your account settings.

For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that Buyers and Sellers (including you) provide to be made available through the Services (including Content associated with your Products). Content includes without limitation User Content.

All Content is the sole responsibility of the person who originated such Content, including its legality, reliability, and appropriateness. We do not monitor or control the Content posted via the Services, and we cannot take responsibility for such Content. Any use of or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.

We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will MICROFFEE be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

Subject to your compliance with these Terms, MICROFFEE grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and view the Content solely in connection with your permitted use of the Services.

All right, title, and interest in and to the Services (excluding your Profile User Content), including all associated intellectual property rights, are and will remain the exclusive property of MICROFFEE and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the MICROFFEE name or any of the MICROFFEE trademarks, logos, domain names, or other distinctive brand features unless MICROFFEE grants you the right to do so in a separate written agreement. You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit any Content or third party submissions or other proprietary rights not owned by you, (i) without the consent of the respective owners or other valid right, and (ii) in any way that violates the rights of MICROFFEE or any third party. You may not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services, including any Content. Any feedback, comments, or suggestions you may provide regarding MICROFFEE or the Services are entirely voluntary and are the sole and exclusive property of MICROFFEE. You hereby irrevocably assign to us all of your right, title and interest in and to such feedback, comments or suggestions, and MICROFFEE is free to use them as we see fit and without any obligation to you.

MICROFFEE respects copyright law and expects its users to do the same. It is the policy of MICROFFEE to disable and/or terminate, in appropriate circumstances, the accounts of users who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

We reserve the right at all times (but are not obligated to) to remove or refuse to distribute any Content on the Services, which violates these Terms or the Seller Rules. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of MICROFFEE, its users and the public.

You may not do any of the following while accessing or using the Services:

• post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; or (v) promotes illegal or harmful activities or substances;
• send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
• impersonate or misrepresent your affiliation with any person or entity;
• access, tamper with, or use non-public areas of the Services, MICROFFEE’s computer systems, or the technical delivery systems of MICROFFEE’s providers;
• probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
• access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by MICROFFEE unless you have been specifically allowed to do so in a separate agreement with MICROFFEE;
• forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
• interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services;
• avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by MICROFFEE or any of MICROFFEE’s providers or any other third party (including another user) to protect the Services or Content;
• use, display, mirror or frame the Services, any individual element within the Services, or the layout and design of any page or form contained on a page, without MICROFFEE’s express written consent;
• harvest usernames, addresses, email addresses, or other personal information for any purpose.
• violate any applicable law or regulation; or
• encourage or enable any other individual to do any of the foregoing.

We may suspend or terminate your access to and use of the Service, at our sole discretion, at any time and without notice to you, including, without limitation, if you violate our Terms and Conditions, or otherwise create risk or possible legal exposure for us. You may cancel your Account at any time by logging into your account and procced to cancelling.

Upon any termination, discontinuation or cancellation of Services or your Account, the following provisions will survive: ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

Unless MICROFFEE otherwise notifies you in writing, you agree to fulfill any Confirmed Sales that have not yet been shipped upon termination. Any payment for such Confirmed Sales will be subject to delivery being confirmed.

Your use of the service, all materials and content available through the Services are provided “as is” and on an “as available” basis, without any warranty or condition of any kind. TO the MAXIMUM EXTENT ALLOWED BY LAW, MICROFFEE’s disclaims any warranties, either express or implied, of merchantability, fitness for a particular purpose, or non-infringement, and any warranties arising out of any course of dealing or usage of trade. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content thereon. We make no guarantee as to the duration or manner in which items appear on MICROFFEE’s services. MICROFFEE is not responsible or liable for any harm to your computer system, loss of data, glitches, bugs, errors, delays, disruptions, or other harm that results from your access to or use of, inability to access or use, the Services, or any Content. You agree that MICROFFEE is not liable for any damage or losses resulting directly or indirectly from any suspension of your account. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from MICROFFEE or through the Services, will create any warranty not expressly made herein.

The Services may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party content, goods, or services, including but not limited to: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, legality, appropriateness, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by MICROFFEE of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. You acknowledge that your use of any third-party websites or resources is governed by that party’s terms and privacy policy.

You agree to defend, indemnify, and hold harmless MICROFFEE and its partners, and their officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your access to or use of the Services, (ii) your violation of these Terms or any Content posted, published, transmitted or otherwise provided by you or on your behalf; and (iii) any items sold by you via the Services.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROFFEE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR ANY OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; (iv) ANY PRODUCTS SOLD OR PURCHASED THROUGH THE SERVICES; OR (v) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT MICROFFEE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL MICROFFEE’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY EXCEED THE AMOUNT YOU PAID MICROFFEE FOR THE USE OF THE SERVICES DURING THE TWELVE MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, IF YOU HAVE MADE ANY PAYMENTS TO MICROFFEE, OR $50 IF YOU HAVE NOT MADE ANY PAYMENTS TO MICROFFEE.

No waiver by the MICROFFEE of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without MICROFFEE’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. MICROFFEE may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by MICROFFEE to you under these Terms, including those regarding modifications to these Terms, will be given by MICROFFEE: (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

All matters relating to the Website and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction).

Subject to the Arbitration obligation below, any legal suit, action, or proceeding arising out of, or related to, these Terms or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado, in each case located in the City of Denver, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

In the event of any conflict between the text in these Terms and the Seller Rules or Product Listing Guidelines, the conflict will be resolved in the following order of preference: (i) Product Listing Guidelines; (ii) Seller Rules; and (iii) these Terms. If you do not agree to the Product Listing Guidelines and Seller Rules, you may not list items for sale. Failure to comply with any of the Product Listing Guidelines and Seller Rules may result in your account being suspended or banned from participating in the Services.

If you are accessing and using the Services on behalf of a company or other legal entity, any dispute arising from or relating to the subject matter of these Terms shall be finally settled by binding arbitration in Denver, Colorado, in English. The arbitration will be administered by the American Arbitration Association (“AAA“) in accordance with the Commercial Arbitration Rules and Mediation Procedures (the “AAA Commercial Rules“) then in effect. (The AAA Commercial Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this “Dispute Resolution for Commercial Entities” section.

Notwithstanding the provision regarding changes to these Terms in the “Entire Agreement” section below, if MICROFFEE changes this “Dispute Resolution for Consumers” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to info@microffee.com within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of MICROFFEE email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and MICROFFEE in accordance with the provisions of this “Dispute Resolution for Consumers” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

If you are accessing and using the Services as an individual, you and MICROFFEE agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action“). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide MICROFFEE with written notice of your desire to do so by email at info@microffee.com or regular mail at MICROFFEE, 7247 W 116^th Ave. Broomfield,  CO 80020 within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice“).  If you don’t provide MICROFFEE with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. Unless you timely provide MICROFFEE with an Arbitration Opt-out Notice, you acknowledge and agree that you and MICROFFEE are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and MICROFFEE otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution for Consumers” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution for Consumers” section will survive any termination of these Terms.

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Consumer Rules. However, if your claim for damages does not exceed $10,000, MICROFFEE will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

The Buyers and Sellers shall resolve disputes, between the parties and MICROFFEE shall have no obligation to resolve such disputes.  Provided, however, if a dispute between the parties is due to a party’s violation of these Terms of Use, then MICROFFEE may terminate such breaching party’s use of the Services.

These Terms, the Seller Rules, and Product Listing Guidelines are the entire and exclusive agreement between MICROFFEE and you regarding the Services, and these Terms supersede and replace any prior agreements between MICROFFEE and you regarding the Services. These Terms apply only to MICROFFEE and you. These Terms are not intended to, and shall not, create any third party beneficiary rights, except as expressly provided in these Terms.

We will revise these Terms from time to time. If we make any material changes to these Terms, we will notify you of such changes by posting them on the MICROFFEE website or by sending you an email or other notification, and we will indicate when such changes will become effective. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 800-952-5210.

These Services are operated and provided by MICROFFEE LLC, located at 7247 West 116^th Ave. Broomfield, CO 80020. If you have any questions about these Terms and Conditions, please contact Customer Support.