Effective Date: May 1, 2026

Last Updated: May 1, 2026 

PLEASE READ THESE TERMS OF USE CAREFULLY. BY USING THE FARMYIELDS BUYER APP, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE. 

YOU MUST AFFIRMATIVELY ACCEPT THESE TERMS BEFORE YOU CAN CREATE AN ACCOUNT OR USE ANY FEATURE OF THE PLATFORM. 

1. ABOUT THESE TERMS

1.1 These Terms of Use (“Terms”) constitute a legally binding contract between you (“Buyer,” “you,” or “your”) and FARMYIELDS INC., a Philippine corporation with its registered address at UB 111 Paseo de Roxas, Legazpi Village, Makati City (“FARMYIELDS,” “we,” “us,” or “our”). These Terms govern your access to and use of the FarmYields Platform (“Platform”) as a Buyer.

1.2 FarmYields operates a digital marketplace that connects qualified Buyers with Growers offering naturally grown crops and agricultural produce through the FarmYields Platform (“Platform”).

1.3 Through the Platform, Buyers may view available Products listed by Growers, place purchase orders for Products currently available on the Platform, submit Crop Requests for future supply, and complete payment transactions using the payment options available on the Platform.

1.4 FarmYields functions solely as a technology platform facilitator. FarmYields DOES NOT:

1. 1. cultivate, process, handle, or manufacture any Products;
   2. own, possess, or take title to any Products at any point in time;
   3. act as a seller, reseller, distributor, trader, or broker of Products;
   4. represent or warrant the quality, quantity, grade, weight, safety, freshness,  fitness for purpose, legality, or availability of any Products;
   5. employ, control, or supervise Growers; or
   6. act as a logistics carrier or delivery provider.

1.5 Each completed transaction between the Buyer and a Grower constitutes a Contract of Sale governing the transfer of ownership of the Products. FarmYields is not a party to, and assumes no obligations or liability under, any Contract of Sale between a Buyer and a Grower.

2. DEFINITIONS AND INTERPRETATION

2.1 When used in these Terms, the following words shall have the meaning ascribed to them below: 

A. “Account” means the registered user profile created on the Platform by a User upon acceptance of these Terms of Use, which enables access to the Platform and its Services. An Account remains active unless deactivated by the User or terminated by FarmYields, and continued use of the Account after any updates to these Terms, policies, fees, or procedures constitutes acceptance of such changes. A User who does not agree to any update must immediately stop using the Platform and request deactivation of the Account.

B. “Buyer” means any qualified person or business entity registered with FarmYields that purchases Products through the Platform.

C. “Calendar days” refer to all consecutive 24-hour periods, including Saturdays, Sundays, and legal holidays. It means every day in the calendar is counted, not just working days.

D. “Confidential Information” means any non-public, proprietary, or sensitive information disclosed by one party to another in connection with the use of the Platform, including pricing data, supply chain data, business methods, trade data, customer lists, and financial information, but excluding information that is publicly available through no fault of the receiving party.

E. “Contract of Carriage” means the agreement constituted between the Buyer or Seller and the Logistics Provider or Aggregator in relation to the collection, transport and delivery to the Buyer of the Products or any produce.

F. “Contract of Sale” means the agreement constituted between the Grower and the Buyer in relation to the transfer of ownership of the Products or any produce.

G. “Crop Request” means the Buyer’s purchase order for produce not listed on the Platform to a specific Grower at an agreed Crop Request Price and for delivery at a specified future date.

H. “Crop Request Price” means the price agreed upon by the Grower and the Buyer for a Crop Request excluding the Logistics and Processing Fees.

I. “Data Subject” means the person whose information is being collected, stored, used, or otherwise processed.

J. “Delivery Request” means the request received by the Logistics Provider or Aggregator from the Platform to collect, transport and deliver a Regular Order or Crop Request of a specific Buyer.

K. “Equipment” means all physical and electronic equipment, instruments, devices, and ancillary services required to connect to, access or otherwise use the Platform, including without limitation, an internet connection, mobile phones, computers, modems, routers, hardware, software, operating systems.

L. “Execution Date” means the date on which you indicate your acceptance of these Terms by clicking the Sign Up and Login button or otherwise electronically accepting these Terms through the Platform.

M. “Farmgate Price” means the base price set by the Grower for a Product at the point of origin (the farm or designated pickup location), excluding any Logistics Fees, Processing Fees, taxes, or other applicable charges.

N. “Flash Sale” refers to Products which are offered at a discounted Farmgate Price and are highlighted in the Platform.

O. “Force Majeure” means, in relation to a party, any circumstance beyond the reasonable control of that party, including without limitation, any act of God, epidemic, war or act or war, insurrection, or any law, order or regulation of any competent government agency.

P. “Grower” refers to the party who plants, grows, and cultivates the crops to be sold through FarmYields’s digital marketplace, which may be a natural person, sole proprietorship, partnership, cooperative or corporation or non-profit organization, that has complied with the registration and eligibility requirements prescribed by FarmYields.

Q. “Intellectual Property Rights” means all copyright, patents, trademarks, service marks, domain names, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not.

R. “Institutional Buyer” means a type of Buyer is a registered business entity in the Philippines for profit or non-profit.

S. “IRR” means the Implementing Rules and Regulations of Republic Act No. 10173 or the Data Privacy Act of 2012, as it may be amended from time to time.

T. “Logistics Fee” means the fee quoted by the Logistics Provider or Aggregator for the delivery of the Product to the Buyer from the farm or pick-up location to the Buyer’s destination/s.

U. “MSME” means any business activity or enterprise engaged in industry, agri-business and/or services that have an asset size excluding land of an amount not exceeding One Hundred Million Pesos (PHP 100,000,000.00), and an employment size with less than 200 employees, which may be further classified into the following sub-categories:

i. Micro Enterprise, when the asset size does not exceed Three Million Pesos (PHP 3,000,000.00), with less than ten (10) employees;

ii. Small Enterprise, when the asset size is more than Three Million Pesos (PHP 3,000,000.00) but does not exceed Fifteen Million Pesos (PHP 15,000,000.00), with ten (10) employees or more but not exceeding One Hundred (100) employees; or

iii. Medium Size Enterprise, when the asset size is more than Fifteen Million Pesos (PHP 15,000,000.00) but does not exceed One Hundred Million Pesos (PHP 100,000,000.00), with at least one hundred (100) employees but less than two hundred (200) employees, regardless of the type of business ownership (i.e., single proprietorship, partnership, cooperative, partnership or corporation).

V. “Personal Data” means any information that is considered “personal data” under Republic Act No. 10173, otherwise known as the Data Privacy Act of 2012, as it may be amended from time to time, and the IRR. This refers to any information, whether recorded in material or electronic form, from which the identity of an individual is apparent or can be reasonably and directly ascertained, or when put together with other information, would reasonably and directly identify an individual.

W. “Platform” means the FarmYields online mobile and web applications.

X. “Price” means the amount per unit of Product listed by the Grower on the Platform for sale to Buyers, exclusive of logistics fees, platform processing fees, and other transaction-related charges.

Y. “Processing Fee” refers to the fee charged by FarmYields to the Buyer for Platform Services.

Z. “Products” mean crops and produce that are grown by the Growers in accordance with the standards of Good Agricultural Practices (“GAP”) and naturally grown produce following natural or organic practices, as evaluated and approved by FarmYields.

AA. “Registration Documents” are enumerated under Section 4.2.

BB. “Regular Order” means a Buyer’s purchase order of Products based on the Grower’s inventory of produce as indicated in the Platform, including Products subject of Flash Sales.

CC. “Sales Proceeds” means the gross proceeds collected by FarmYields’s third-party payment partners from the Buyers and remitted to the accounts of FarmYields.

DD. “Scheduled Downtime” means such time as the Platform is not available to the Buyers, Growers and Logistics Provider or Aggregator due to maintenance, updates, patches, fixes, or similar events.

EE. “Services” means the Platform Services, Support Services and General Services listed in Section 11.

FF. “Service Materials” means all materials forming part of, incorporated into, or made available through any feature of the Platform, including but not limited to all designs, text, graphics, images, photographs, video, trademarks, service marks, logos, sounds, artwork, information, data, databases and database rights, applications, software, music, audio files, and other content or files, whether in tangible or intangible form, and including all intellectual property rights therein.

GG. “Software” means all the programs, data systems, interfaces, databases, modules and features pertaining to the Platform, as the same may be upgraded, enhanced or otherwise modified or adapted from time to time.

HH. “Terms of Use” means the policies, rules, terms and conditions for the use of the Platform by the Grower, Buyer and Logistics Provider or Aggregator.

II. “Total Price” refers to the aggregate amount payable by the Buyer as reflected in the invoice issued by FarmYields, consisting of: (a) the Product Price, (b) the Logistics Fee, and (c) the Processing Fee. The Total Price represents the full and final consideration due from the Buyer for the purchase and delivery of the Product, exclusive only of such taxes or additional charges as may be expressly stated in the invoice.

JJ. “Transaction” means any Regular Order or Crop Request initiated by a Buyer and accepted by a Grower through the Platform, including the listing, offer, sale, and fulfillment of Products, as well as the related payment process facilitated through the Platform.

KK. “User” means any individual or legal entity that registers for, accesses, or uses the Platform through an Account, whether as a Buyer, Grower, or any authorized representative acting on their behalf. A User is deemed to have accepted these Terms of Use upon account registration or continued use of the Platform, and is responsible for all activities conducted through their Account.

2.2 Headings are used in these Terms for convenience only, and shall not affect the construction or interpretation of these Terms. 

2.3 Unless the context otherwise requires, in these Terms: 

a. words using the singular or plural number also include the singular or plural number respectively;

b. the words “include” or “including” are not limiting and shall be deemed to be followed by the phrase “without limitation” or “but not limited to”, whether or not so followed by such phrase or words of like import;

c. references to clauses, annexes and schedules are to clauses, annexes and schedules hereof and hereto; and

d. any reference to “days” shall mean calendar days.

2.4 By agreeing to these Terms, the Buyer affirms that he/she/it has thoroughly read, affirmed and reviewed this contract. Thus, these Terms are deemed to have been reviewed by both parties. Accordingly, these Terms shall further be deemed the product of both parties, and no ambiguity shall be construed in favor of or against any party. In the event of disagreement in the interpretation of the terms, clauses, annexes and schedules, the parties will endeavor to reach a fair and reasonable agreement that will give effect to the general intent of the parties.

3. HOW THE BUYER ACCEPTS THESE TERMS

3.1 You form a binding agreement with FarmYields when you submit the Login and Sign Up button during account registration. No Account will be created on the Platform and no access will be granted until you complete this step.

3.2 If you accept on behalf of a business entity (partnership, cooperative, corporation, or non-profit organization), you represent and warrant that you have the legal authority to bind that entity. “You” and “your” then refers to that entity.

3.3 FarmYields may update these Terms. When we do, you will be required to review and re-accept the updated Terms by clicking the Login button before you can continue using the Platform. If you do not accept, your access will be suspended, or you may request Account deactivation.

4. ELIGIBILITY AND REGISTRATION

4.1 Who May Use the Platform. The Platform is available to qualified MSME businesses, restaurants, retailers, food processors, wholesalers, and other institutional buyers, whether for profit and non-profit, who comply with FarmYields’s registration and eligibility requirements, and those who comply with the terms and conditions contained in this Terms, as well as such other criteria that FarmYields may prescribe from time to time. 

FarmYields retains the full discretion to approve or deny a Buyer’s eligibility to access or use the Platform based on its applicable registration, verification, and eligibility requirements. In the event that a Buyer’s application or registration is not approved, or if the Buyer is subsequently determined to be ineligible to use the Platform in accordance with these Terms, the Buyer shall not be entitled to any compensation, reimbursement, or damages arising solely from such ineligibility. The Buyer acknowledges that eligibility to use the Platform is subject to compliance with FarmYields’s policies and procedures, which may be changed in the future, and that any decision regarding eligibility shall not give rise to claims for loss of prospective purchases, business opportunities, or similar expectations.

The Buyer acknowledges and agrees that it shall be entitled to use the Platform only upon the approval of its registration by FarmYields.

4.2 Registration Documents. You must submit the following applicable registration documents to FarmYields within reasonable time from the date of request for evaluation:

FarmYields reserves the right to request additional documents or information as may be necessary to verify the Buyer’s identity, authority, eligibility, or payment capability prior to granting or continuing access to the Platform.

4.3 FarmYields may evaluate the Buyer’s eligibility to use the Platform, which may include verification of the information provided during registration and review of responses submitted through the customer information questionnaires as part of the know-your-customer (KYC) process. FarmYields shall notify the Buyer through the Platform or via electronic mail whether the Buyer’s registration has been approved or requires additional information or verification.

4.4 You are solely responsible for having and maintaining all Equipment and internet access necessary to use the Platform, as well as for safeguarding your login credentials and monitoring all activity under your Account. You must promptly notify FarmYields of any suspected unauthorized access or use of your Account.

4.5 The Buyer agrees that it shall use the Platform in accordance with the provisions of this Terms, the Schedules hereto, and all applicable laws, rules and regulations.

5. HOW THE PLATFORM WORKS FOR BUYERS

5.1 The Platform allows Buyers to procure Products through two types of transactions, namely Regular Orders and Crop Requests. Each confirmed transaction constitutes a binding purchase commitment on the part of the Buyer.

A. Regular Order (as defined in Section 2.1.)

Step 1 — View Available Products. Growers list available crops and produce on the Platform with relevant details such as crop name, variety (if applicable), harvest or availability dates, available volume, and the applicable Price. 

Step 2 — Place an Order. You select the Products you wish to purchase and submit a Regular Order through the Platform indicating the quantity and delivery or pick-up preference. The applicable Logistics Fee shall be calculated and added at checkout.

Step 3 — Complete Payment and Receive Confirmation. You complete the payment through the Platform’s available payment methods. The payment shall be collected and processed by FarmYields’s authorized payment partner. Upon successful payment, the Platform will issue an order confirmation.

Step 4 — Await Order Processing. The Grower performs a quality check and verifies that the Order can be fulfilled at the stated quantity, quality, and price. You may monitor the status and progress of the Order through the Platform.

Step 5 — Arrange Pick-Up or Delivery. The Products may be collected by you from the farm or designated pick-up location, or delivery may be arranged by the Grower      through a logistics provider, as indicated in the Order details.

Step 6 — Final Settlement and Confirmation. Upon delivery or collection of the Products, you must inspect the Products for conformity with the Order and confirm receipt through the Platform. Such confirmation shall serve as acknowledgment that the Products have been received in acceptable condition, subject to any applicable dispute procedures provided by the Platform.

B. Crop Request (as defined in Section 2.1.)

Step 1 — Submit a Crop Request. You post a Crop Request on the Platform specifying the crop variety, quantity required, and preferred delivery date. Growers may submit Price bids in response to the request.

Step 2 — First Payment (50%). You review the bids submitted by Growers and may accept, reject, or counter-offer. Once you accept a bid, a binding order is created. You must then complete the required fifty percent (50%) down payment of the Total Price through the Platform.

Step 3 — Receive Volume Confirmation. The Grower confirms the final volume to you at least seven (7) to fifteen (15) calendar days before the scheduled delivery by sending a confirmation through the Platform with any updates to the expected volume.

Step 4 — Second Payment (Balance). Upon confirmation of the final volume by the Grower, you must pay the remaining fifty percent (50%) of the Total Price, or the unpaid balance thereof, within forty-eight (48) hours through the payment options available on the Platform. FarmYields may notify you through electronic mail, SMS, or other available communication channels regarding the outstanding balance.

Step 5 — Arrange Pick-Up or Delivery. You coordinate with the Grower to collect the Products from the farm or designated pick-up location, or the Grower may arrange delivery logistics.

Step 6 — Final Settlement and Confirmation. Upon completion of delivery, you must inspect the Products and confirm receipt through the Platform. 

5.2 By placing a Regular Order or accepting a Crop Request through the Platform, the Buyer acknowledges that such action constitutes a binding purchase commitment and agrees to complete payment and accept delivery of the Products in accordance with the applicable Contract of Sale.

6. PRICING AND PAYMENT

A. Regular Order

6.1 For a Regular Order, the Price of a crop or produce shall be determined by the Grower. Upon request of the Grower, FarmYields may assist in determining the Price.

6.2 The Logistics Fee, if any, applicable to a Regular Order shall be determined by the Grower.

6.3 For and in consideration of the Platform Services, the Buyer acknowledges and agrees that FarmYields is entitled to a Processing Fee as determined by the Platform.

6.4 Upon determining the quantity of the crop or produce selected for a Regular Order, the Buyer shall proceed to Checkout and FarmYields will issue the corresponding invoice reflecting the Total Price, payable through any of the available payment options on the Platform.

6.5 The Buyer must complete payment within a maximum period of three (3) hours from checkout. Otherwise, the Regular Order shall be automatically cancelled.

6.6 Upon full payment of the Total Price, FarmYields shall issue an invoice to the Buyer acknowledging receipt of payment. The payment shall be collected by FarmYields’s third-party payment partner from the Buyer and remitted to the accounts of FarmYields.

B. Crop Request

6.7 For a Crop Request, the Price of the crop or produce shall be determined by the Buyer’s acceptance of the Grower’s initial offer, or in case of rejection of the initial offer, upon the Grower’s acceptance of the Buyer’s counter-offer through the Platform.

6.8 The Logistics Fee applicable to a Crop Request shall be determined by the Grower.

6.9 Upon determining the quantity of the crop or produce for a Crop Request, Growers may submit Price offers through the Platform subject to the acceptance or rejection of the Buyer.

6.10 Upon acceptance of the Grower’s offer, the Buyer shall proceed to Checkout and must pay a down payment equivalent to fifty percent (50%) of the Total Price within three (3) hours from checkout. Otherwise, the Crop Request shall be automatically cancelled.

6.11 The Grower shall confirm the final volume of the Crop Request to the Buyer through the Platform at least fifteen (15) calendar days before the scheduled delivery date.

6.12 Upon confirmation of the final volume by the Grower, the Buyer shall pay the remaining fifty percent (50%) of the Total Price, or the unpaid balance thereof, within forty-eight (48) hours.

C. Taxes

6.13 The Buyer shall be solely responsible for any and all applicable taxes, duties, levies, or similar governmental charges arising from or relating to the purchase of Products through the Platform, including any taxes that may be imposed under applicable laws and regulations. The Platform acts solely as a technology facilitator and marketplace service provider and shall not be responsible for determining, calculating, collecting, reporting, or remitting any taxes owed by the Buyer in connection with any Transaction. The Buyer shall ensure full compliance with all applicable tax laws and regulatory requirements.

7. BUYER FORFEITURE 

7.1 If the Buyer fails to pay the remaining balance of a confirmed Crop Request within the required timeframe, any prior payments made by the Buyer may be forfeited.

7.2 A Buyer shall be considered delinquent if the Buyer repeatedly fails to complete payments for confirmed orders.

7.3 FarmYields may impose escalation measures for delinquent Buyers. Upon the first instance of delinquency, the Buyer may receive a written warning and may be temporarily restricted from placing new orders. Upon a second instance of delinquency, the Buyer’s Account may be temporarily suspended. Repeated delinquency may result in extended suspension or termination of the Buyer’s Account. Other sanctions may likewise be imposed by FarmYields’s, as the case may be.

8. CONTRACT OF SALE

8.1 Each transaction constitutes a Contract of Sale between you and the Grower, formed upon mutual consent as to the Products and the Total Price.

8.2 The Contract of Sale shall bind the Buyer and the Grower upon mutual consent and acceptance as to the Products and the Price of the Regular Order or Crop Request.  

8.3 You acknowledge and agree that FarmYields is not a party to the Contract of Sale.

8.4 FarmYields’s liability in connection with the Contract of Sale is subject to Section 14 of these Terms (Disclaimers and Limitation of Liability).

8.5 The Contract of Sale between you and the Grower is discussed further in Schedule 1.

9. LOGISTICS AND DELIVERY

9.1 If logistics services become available on the Platform, delivery may be handled by a third-party provider. Currently, no such provider has been engaged.

9.2 Any future contract of carriage will be between you (or the Grower) and the third-party provider.

9.3 FarmYields is not a party to any Contract of Carriage and is not liable for transportation-related loss, damage, delay, or claims. FarmYields’s total liability, if any, arising out of or relating to these Terms shall be limited in accordance with the general limitation of liability provisions of these Terms.

9.4 Without prejudice to the foregoing, any liability of FarmYields arising out of or in connection with logistics or delivery services shall be subject strictly to the limitations, exclusions, and disclaimers set forth in Section 14 (Disclaimers and Limitation of Liability).

10. YOUR OBLIGATIONS AS THE BUYER

10.1 You shall provide accurate information when registering and using the Platform.

10.2 You shall place orders only for legitimate commercial procurement purposes.

10.3 You shall complete all required payments within the timeframes specified in these Terms.

10.4 You shall maintain sufficient funds to complete payment transactions.

10.5 You shall inspect Products immediately upon delivery.

10.6 You shall confirm receipt of Products on the Platform after delivery.

10.7 You shall cooperate with Growers in arranging delivery or pick-up of Products.

10.8 You shall comply with all applicable laws and regulations relating to commercial transactions.

11. PLATFORM SERVICES AND SUPPORT

11.1 The use of the Platform shall be limited to the fulfillment of the obligations stipulated in these Terms, the Contract of Sale and the Contract of Private Carriage of Goods, when available.  In no case shall the approval of the Buyer’s registration and access to the Platform entitle the Buyer any right to the Software or impair the Intellectual Property Rights of FarmYields over the Platform.

11.2 The Platform provides only Platform Services (listing, receiving orders, receiving payment), Support Services (inquiries, cancellations, returns, refunds), and General Services (registration help and crop information).

11.3 In conjunction with the Platform Services, we shall perform Support Services including but not limited to facilitating any inquiries, concerns and issues regarding the use of the Platform, facilitating any cancellation requests, forfeitures, product returns and refund.

11.4 We will also provide for General Services which pertain to any other functions not covered by Platform and Support Services, such as assisting in the registration process, providing information on crops and produce listed on the Platform and other similar functions as may be necessary to the fulfillment of obligations based on these Terms.

11.5 FarmYields shall use commercially reasonable efforts for 24-hour availability of the Platform, subject to Scheduled Downtimes with prior notice.

11.6 The Buyer understands and agrees that FarmYields is not a party to the purchase, sale, or delivery of the Products or any other Transactions published, perfected, consummated, or executed through the Platform, and except as otherwise provided in these Terms and the Schedules hereto, FarmYields accepts no obligation in connection with any of the Transactions.

11.7 The Buyer understands and agrees that title to or ownership of the Products shall only be transferred from the Grower to the Buyer upon actual delivery and acceptance of the Products; provided that the Logistics Provider or Aggregator, if any, shall be responsible for any delay, loss, or damage to the Products upon collection and until delivery thereof to the Buyer.

12. REPRESENTATIONS AND WARRANTIES

12.1 FarmYields represents and warrants to the Buyer that:

a. It is a corporation duly organized, validly existing and in good standing under the laws of the Philippines;

b. It has taken all appropriate and necessary corporate and legal actions to authorize the execution, delivery and performance of these Terms;

c. It is the absolute and registered owner of the Platform; and

d. These Terms have been duly and validly executed and delivered by it, and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof;

12.2 The Buyer represents and warrants to FarmYields that:

a. It has the full legal capacity, authority, and power to enter into and perform its obligations under these Terms and any Transactions conducted through the Platform;

b. The person entering into this agreement on behalf of the Buyer is duly authorized to do so;

c. All information, documents, and materials submitted to FarmYields in connection with its registration, eligibility verification, or use of the Platform are true, accurate, complete, and not misleading;

d. It shall use the Platform solely for legitimate commercial procurement purposes and in accordance with all applicable laws, regulations, and industry standards;

e. It shall comply with the applicable payment obligations, delivery coordination requirements, and other responsibilities arising from Transactions conducted through the Platform;

f. It shall inspect the Products upon delivery and shall promptly notify the Grower of any legitimate concerns regarding the quality or condition of the Products in accordance with the procedures set forth in these Terms;

g. It shall not misuse the Platform, engage in fraudulent transactions, manipulate orders or bids, or otherwise interfere with the proper functioning of the Platform; and

h. Its use of the Platform shall not infringe upon the rights of any third party and shall not violate any applicable laws or regulations.

13. INDEPENDENT CONTRACTOR

13.1 It is understood that FarmYields and the Buyer are independent contractors. Unless otherwise specifically authorized in these Terms, nothing in these Terms creates a partnership, joint venture, agency, franchise, employee-employer relationship, or exclusive relationship between FarmYields and the Buyer. The Buyer has no right or authority, express or implied, to act on behalf of FarmYields, represent FarmYields to any Grower or third party, or bind FarmYields to any contract or obligation.

13.2 Without FarmYields’s prior written consent, the Buyer shall not use FarmYields’s name, trademarks, service marks, logos, trade names, or branding, nor make any public reference to FarmYields in any external communication, including but not limited to press releases, websites, promotional materials, advertisements, or marketing communications. The Buyer shall not represent or imply that it is endorsed by, affiliated with, or acting on behalf of FarmYields unless expressly authorized in writing.

14. DISCLAIMERS AND LIMITATION OF LIABILITY

14.1 FarmYields does not manage, control, or supervise the farming process, product quality, or performance under the Contract of Sale, except by providing Platform access.

14.2 The Platform is provided on an “as is” and “as available” basis.

14.3 To the maximum extent permitted by applicable law, FARMYIELDS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, including warranties of merchantability, fitness for a particular purpose, quality, non-infringement, title, compatibility, performance, security, and accuracy.

14.4 FARMYIELDS DOES NOT WARRANT UNINTERRUPTED, SECURE, OR ERROR-FREE PLATFORM OPERATION.

14.5 Under no circumstances shall FarmYields, its stockholders, directors, officers, employees, affiliates, or service providers be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including loss of data, income, profit, goodwill, reputation, or property, arising from your use of or inability to use the platform, unauthorized account access, violation of these terms, breach of contract, negligence, tort, intellectual property infringement, product liability, or any analogous circumstance.

14.6 You may use the Platform at your own risk. We shall not be responsible for the conduct, behavior, or moral character of any Buyer or Grower. You are solely responsible for any interactions between any person using the Platform.

15. INDEMNIFICATION

15.1 You agree, on your own behalf and on behalf of any person who accesses your account with or without your knowledge or consent, to indemnify, defend, and HOLD FARMYIELDS HARMLESS AND FREE from and against any and all losses, liabilities, claims, demands, damages, costs, expenses, and reasonable attorneys’ fees arising out of or relating to: 

1. 1. YOUR ACCESS TO OR USE OF THE PLATFORM; 
   2. YOUR VIOLATION OF THESE TERMS; 
   3. YOUR INFRINGEMENT OF ANY THIRD-PARTY RIGHTS; OR 
   4. THE DISCLOSURE OF ANY CONTENT OR INFORMATION YOU SUBMIT, POST, OR SHARE THROUGH THE PLATFORM.

15.2 Any amounts owed under this section must be paid within five (5) days after written notice from FarmYields.

16. ACCEPTABLE USE

16.1 You shall use the Platform only to purchase Products, in compliance with these Terms and all applicable laws.

16.2 To encourage, foster and build meaningful connections and communities on the Platform, you are STRICTLY PROHIBITED from commencing, engaging, promoting or assisting any act or a combination of the following acts through the use of the Platform:

a. to commit any crime or offense punishable by law against any person using the Platform;

b. to induce, entice, promote, engage in lewd, lascivious conduct, or any other form of sexual harassment;

c. to defame, slander or commit libel against any person using the Platform;

d. to use the personal data that is accessible through the Platform for any unlawful activity or for any purpose other than the purpose in the context of the Platform;

e. to harass or stalk any person using the Platform;

f. to solicit donations or funding for any cause;

g. to create an unsafe or harmful environment to any person using the Platform;

h. to advertise, offer to buy, exchange, barter, sell or deliver any contraband or illegal products or other products not listed;

i. to send spam or junk mail;

j. to transmit any kind of virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;

k. to incite hatred or discrimination towards another User based on race, gender, sex, age, ethnicity, profession, physical appearance, religion, political beliefs, disability and other similar factors;

l. to impersonate or pretend to be another person;

m. to commit or attempt to commit copyright infringement against FarmYields or another participant;

n. to intentionally expose FarmYields, its stockholders, directors, officers and employees to undue risk or otherwise engage in activities that FarmYields determines to be harmful to it and its reputation or goodwill;

o. to use or allow other persons to use the Platform and the Services in an unlawful, inaccurate, misleading, false or fraudulent manner; and

p. other similar acts or combination thereof against any person using the Platform.

17. INTELLECTUAL PROPERTY

17.1 As between FarmYields and you, FarmYields owns all rights, title and interest in and to all materials that are part of any of the features of the Platform collectively referred to as the “Service Materials.”

17.2 You acknowledge and agree that you shall not acquire any ownership rights whatsoever by downloading the Platform.

18. CONFIDENTIALITY

18.1 As used in these Terms, “Confidential Information” means any and all information, data, documents and materials, whether recorded or oral, whether or not labeled as “Confidential Information,” at the time of its disclosure or delivery, in respect of, in connection with, or relating to:

a. Any and all past, present and future business or businesses, activities, projects, plans, agreements or contracts of the FarmYields, including compilations, studies, documents or other materials prepared by the FarmYields or its authorized representatives;

b. Any and all past, present and future clients, customers, business partners, potential investors, service providers and suppliers of FarmYields, including all third parties transacting business with FarmYields (each, a “Commercial Counterparty”), including their identities, and the fact that they transact business with FarmYields;

c. Any and all other matters, persons and transactions received by or disclosed to the Buyer during the period of these Terms, whether such disclosure is made by FarmYields, its employees or authorized representatives; and

d. Any and all information generated from the foregoing.

18. 2 The Buyer agrees that it will not disclose Confidential Information to any third party, directly or indirectly, at any time or under any circumstances, without the prior written consent of FarmYields, unless:

a. The Confidential Information is already in the possession of the Buyer and is not subject to a subsisting agreement of confidence between the parties; and

b. The Confidential Information is required to be disclosed under any applicable law, in which case FarmYields shall be informed in writing before any Confidential Information is disclosed.

18.3 The Buyer shall use Confidential Information only for purposes set forth in these Terms and the Schedules hereto.  In no case shall the Buyer use Confidential Information to procure any commercial advantage over FarmYields, or in any manner that may be detrimental or adverse to FarmYields, its businesses or properties, or for the purpose of soliciting any business or employment with any Commercial Counterparty.

18.4 No license or assignment under any trademark, patent, copyright, mark, work protection right or any other Intellectual Property Right, is granted or implied by the disclosure of any Confidential Information.

18.5 FarmYields does not warrant, expressly or impliedly, that any Confidential Information disclosed or obtained by the Buyer under these Terms are complete or accurate. FarmYields shall have no liability relating to or arising from any use of or reliance upon such Confidential Information.

18.6 The Buyer shall return all Confidential Information to FarmYields within twenty-four (24) hours from the termination of these Terms.

19. DATA PRIVACY

19.1 FarmYields processes Personal Data in compliance with Republic Act No. 10173 (Data Privacy Act of 2012), its IRR, and the circulars and advisories of the National Privacy Commission (NPC). By registering and using the Platform, the Buyer consents to the collection, use, processing, and storage of Personal Data.

19.2 Personal Data collected from Buyers is processed for the following purposes:

a. Account registration, identity verification, and know-your-customer (KYC) compliance;

b. Order processing, payment facilitation, logistics coordination, and transaction management;

c. Customer support, account management, and dispute resolution;

d. Compliance with legal obligations, including anti-money laundering (Republic Act No. 9160, as amended) and tax reporting requirements;

e. Fraud prevention, platform security, and risk management; and

f. Platform improvement, analytics, and, where separately consented to, marketing communications.

19.3 FarmYields may share Personal Data with Growers, logistics providers, payment service providers, government agencies, regulatory bodies, and other third-party service providers as necessary for the performance of Platform services, subject to appropriate data sharing agreements and in accordance with applicable laws and regulations.

19.4 In accordance with the Data Privacy Act of 2012, the Buyer, as a Data Subject, has the following rights with respect to personal data processed by FarmYields:

a. Right to Be Informed and Access Personal Data – The Buyer has the right to be informed whether Personal Data relating to them is being processed and to request access to such Personal Data, including information on how the data is collected, used, stored, and shared by FarmYields.

b. Right to Correct or Update Personal Data – The Buyer has the right to request the correction or update of any Personal Data that is inaccurate, incomplete, outdated, or misleading.

c. Right to Object – The Buyer may object to the processing of their Personal Data, including processing for marketing or promotional purposes. Upon such request, FarmYields shall cease processing for such purposes unless the processing is required for the performance of a transaction, fulfillment of contractual obligations, or compliance with applicable laws.

d. Right to Erasure or Blocking – Subject to applicable laws and data retention requirements, the Buyer may request the suspension, blocking, removal, or destruction of Personal Data from FarmYields’s records when such processing is unlawful or no longer necessary.

e. Right to Data Portability and Indemnification – The Buyer has the right to obtain a copy of their Personal Data in a structured and commonly used format and to seek indemnification for damages arising from unlawful or unauthorized processing of personal data.

19.5 To exercise any of the above rights, the Buyer may submit a request through the Platform’s customer support channels. The Buyer also has the right to lodge a complaint with the National Privacy Commission if they believe their data privacy rights have been violated.

19.6 The Buyer represents and warrants that it has and, for the entire term of these Terms, will have adequate security measures to ensure that its processing of all Personal Data complies with all applicable laws, rules and regulations. 

19.7 The Buyer shall not sell, assign, license, publish, lease or otherwise commercially exploit any Personal Data of Users or utilize such Personal Data in any manner for its commercial benefit, or carry out data mining, data compilation or data extraction for purposes of statistical or trade analysis.

19.8 The Buyer shall retain Personal Data only for as long as necessary to fulfill the purposes for which such data was collected, or as required by applicable laws and regulations.

19.9 The obligations of the Buyer under this Section shall survive the termination of these Terms, and the Buyer shall remain liable for any unauthorized disclosure or misuse of Personal Data obtained through the Platform.

19.10 FarmYields shall implement reasonable organizational, physical, and technical security measures to protect Personal Data against accidental or unlawful destruction, alteration, disclosure, or unauthorized access.

19.11 In the event of a Personal Data breach, FarmYields shall comply with the breach notification requirements prescribed under the Data Privacy Act of 2012 and applicable regulations issued by the National Privacy Commission.

19.12 Where the Buyer becomes aware of any unauthorized access, disclosure, or misuse of Personal Data obtained through the Platform, the Buyer shall immediately notify FarmYields and cooperate in any investigation or remedial measures necessary to address the breach and mitigate potential harm to affected Data Subjects.

20. EFFECTIVITY AND TERMINATION

20.1 These Terms take effect when you click the Login button and remain in force until terminated.

20.2 These Terms may be terminated by FarmYields upon the occurrence of any of the following events:

a. Breach by the Buyer of any representation or warranty, or of any other term or condition contained in these Terms and the Schedules hereto, upon ten (10) days’ written notice by FarmYields, if such breach is not remedied (if capable of being remedied) within said ten (10)-day period;

b. Violation by the Buyer of any applicable law, rule, or regulation, upon ten (10) days’ written notice;

c. With immediate effect upon written notice if the Buyer becomes insolvent or if a receiver is appointed;

d. With immediate effect upon written notice if the Buyer enters into any voluntary arrangement with its creditors or becomes subject to an administration order that causes or threatens cessation of its business, or otherwise becomes insolvent; or

e. With immediate effect upon written notice if the Buyer ceases, or threatens to cease, carrying on its business or becomes insolvent.

20.3 Either party may terminate these Terms without cause by providing the other party with thirty (30) days’ prior written notice.

20.4 The termination of these Terms, whether under this Section or by mutual notice, shall have the following effects:

a. Termination shall not affect any liability of the Buyer to FarmYields or to any Grower arising prior to and including the effective date of termination;

b. The Buyer shall remain responsible for completing payment for all confirmed Regular Orders or Crop Requests unless otherwise agreed by FarmYields; and

c. Any provision of these Terms and the Schedules which by its nature is intended to survive termination shall survive.

21. FORCE MAJEURE

Neither FarmYields nor the Buyer will be considered in breach of these Terms, or held liable, for any delay or failure to perform caused by Force Majeure, including natural disasters, epidemics, war, government actions, or similar circumstances.

22. NOTICES

All notices and other communications required or permitted under these Terms shall be in writing and in English, and shall be sent via electronic mail. Any such notice shall be deemed given when received and shall be addressed as follows: 

(a) For FarmYields: 

Name: FarmYields Inc.

Email Address: support@farmyields.io

(b) For the Buyer:

Name: Registered Name

Email Address: Registered Email Address

23. NON-WAIVER

23.1 No delay or failure by FarmYields to exercise any right, power or remedy accruing herein shall impair any such right, power or remedy, nor shall it be construed as a waiver or an acquiescence thereto, or of any breach or default thereafter occurring. 

23.2 Unless otherwise provided in these Terms, any waiver, permit, consent or approval of any kind must be in writing and signed by the authorized representative of FarmYields. No waiver by FarmYields of any term or condition in these Terms in any one or more instances shall be deemed as a waiver of the same or any other term or condition hereof on future occasions, unless and until such right, power or remedy has been waived by FarmYields in accordance herewith.  

24. AMENDMENTS

24.1 FarmYields may update and/or amend these Terms. When it does, you will be required to review and re-accept the updated Terms by clicking the Login button before you can continue using the Platform. If you do not accept, your access will be suspended, or you may request Account deactivation. 

24.2 However, rights and obligations that have arisen and/or become due and demandable under a previous version of these Terms shall remain in force, unless: a) specifically revoked or amended under an update and/or amendment of these Terms; or b) through a separate notarized amendment be made between the Parties in writing, duly signed by them or their duly authorized representatives. 

25. ENTIRE AGREEMENT

Except as otherwise specified in these Terms or the Schedules hereto, these Terms and the Schedules constitute the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior agreements and undertakings, both oral and written, between the parties. 

26. ASSIGNMENT

The Buyer may not assign any of its, his or her rights or delegate any of its, his or her obligations under these Terms, without the prior written consent of FarmYields. 

27. COUNTERPARTS

These Terms may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

28. SEVERABILITY 

If any clause or provision of these Terms, including any Schedules hereto, is held to be invalid, illegal or unenforceable in any respect by any court, tribunal or governmental authority, the validity, legality and enforceability of the remainder of these Terms shall not thereby be affected or impaired.

29. APPLICABLE LAW AND VENUE

29.1 These Terms shall be governed by and construed in accordance with the laws of the Philippines.

29.2 Any controversy, claim, action or suit arising out of or in connection with these Terms, or the interpretation or breach hereof, shall be brought before the proper court in Makati City, Philippines, to the exclusion of any other courts.

By accessing or using the FarmYields platform, including logging into your account, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use and our Privacy Policy.