1. Offer, Confirmation, Agreement

(a) These terms and conditions (“Terms”) apply to the use of SecondBloom’s online e-commerce auction marketplace (“Marketplace”) for the sale or purchase of new and used horticultural equipment (“Products”) by you (“Customer”) and will form a necessary part of any transaction or agreement therefore. The customer’s use of the Marketplace constitutes acceptance of these Terms, as such Terms may have been updated through the date of such use. As used herein, “Agreement” means any agreement for the sale or purchase of Products on the Marketplace; and “Offer” means any bid or offer submitted by a Customer on the Marketplace. SecondBloom and Customer are individually referred to herein as a “Party”, and collectively as the “Parties”.

(b) SecondBloom is based in Illinois and operates as a marketplace for transactions between buyers and sellers of Products, and charges a commission for its services. SecondBloom is not responsible for the handling or shipping of the Products, and any issues related to the physical goods must be resolved between the buyer and seller.

(c) SecondBloom reserves the right to modify these Terms at any time and will post updates on the Marketplace. It is the responsibility of the Customer to regularly check for updates and be aware of any changes.

(d) Any different or additional terms in any purchase order, blanket instructions, terms of purchase, or other writing from Customer will be deemed a material alteration of these Terms and are expressly objected to and rejected and will be of no force or effect. Commencement of a transaction on the Marketplace will not be construed as acceptance of any of Customer’s terms or conditions.

(e) The Marketplace is provided on an “as is” basis, and SecondBloom makes no warranties or representations as to the accuracy or completeness of the information provided on the Marketplace. SecondBloom will not be liable for any damages resulting from the use of the Marketplace or any Products purchased or sold through the Marketplace.

(f) Customer is solely responsible for the accuracy of any bid or offer submitted on the Marketplace, and for ensuring that the Products being sold or purchased comply with all applicable laws and regulations.

(g) Any disputes arising from transactions on the Marketplace must be resolved between the buyer and seller, and SecondBloom will not be held liable for any disputes or issues arising from transactions on the Marketplace.

(h) Any intellectual property rights in the Marketplace or any content on the Marketplace are the property of SecondBloom or its licensors and are protected by copyright, trademark, and other laws. Customers may not use any content on the Marketplace without the express written consent of SecondBloom.

(i) By using the Marketplace, Customer agrees to indemnify and hold SecondBloom and its affiliates, officers, agents, and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Customer’s use of the Marketplace or violation of these Terms.

(j) These Terms will be governed by and construed in accordance with the laws of the State of Illinois without giving effect to any principles of conflicts of law. Any dispute arising under or in connection with these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Chicago, Illinois.

(k) If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

(l) SecondBloom’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by SecondBloom in writing.

(m) The headings used in these Terms are for convenience only and shall not affect the interpretation of these Terms.

By using SecondBloom’s marketplace, the Customer agrees to be bound by these terms and conditions.

2.  Prices and Payment Terms

(a) In exchange for the sale of Products and/or the performance of Services by SecondBloom, the customer (“Customer”) shall pay all prices and fees (“Prices”) in accordance with the Agreement and this section 2. Prices are in U.S. Dollars and unless agreed otherwise, they are based on the FOB (Free on Board) shipping point. Unless specified otherwise by the applicable shipping terms, Prices do not include any taxes, duties or other governmental fees, now or in the future, including value-added or similar taxes levied by any government, and SecondBloom may add these to the Price or invoice separately, and Customer will reimburse SecondBloom promptly upon request.  Payments can be made via bank wire, where the buyers will make a payment directly to our SecondBloom bank account. The buyer must use their Order ID as the payment reference and the order will not be completed until the funds have cleared in our account.

(b) SecondBloom reserves the right to adjust Prices for Products and/or Services not yet delivered or performed to reflect variations in individual costs of more than five percent (5%) including any foreign exchange rate fluctuations, raw materials and other costs of manufacturing and distribution, and labor costs, that take effect between the date of the Agreement and delivery of Products and/or performance of Services.

(c) Any cancellation, delay or other change by Customer of a purchase order previously accepted by SecondBloom will require the prior approval of SecondBloom and the approval will be without prejudice to any rights or remedies SecondBloom may have under the Agreement or at law. If, on request of Customer, SecondBloom agrees to any such change in purchase order or a change in an Agreement, including an (partial) cancellation, delay or suspension, the addition, omission, alteration, substitution or modification of the design, quality, standard, quantity, manufacturing site or performance (including sequence, quantities or timing) of Products and/or Services (each, a “Variation”), or a Variation is required due to (i) changes in applicable laws, regulations or industry standards,

(d) SecondBloom operates as a marketplace for the transactions of new and used horticultural equipment. We do not set prices for the products listed on our website and vendors are responsible for setting their own prices. As a commission-based platform, we charge a fee for the use of our services. Payments to vendors will be processed within 4-6 days of the completion of a sale.

(e) All sales on the SecondBloom marketplace are final and we do not offer refunds or returns. Any issues or disputes regarding the condition or functionality of a product must be resolved directly between the buyer and the vendor.

(f) SecondBloom does not handle the physical goods and therefore is not responsible for any damages or issues that may occur during shipping or delivery. It is the responsibility of the vendor to ensure that the products are properly packaged and shipped to the buyer.

(g) Customer acknowledges and agrees that it shall be responsible for compliance with all local, state, federal, and international laws and regulations, including but not limited to, all export and import laws and regulations, relating to the purchase and use of the Products and Services, and it shall obtain any licenses, permits or approvals required by such laws and regulations.

(h) SecondBloom operates as a marketplace for the transaction of new and used horticultural equipment and charges a commission for its services. SecondBloom does not handle or set prices for the physical goods and transactions are final.

(i) Affiliates will be paid out once their account hits $50.00 USD. Payouts will be made on a quarterly basis, on the last day of the month following the end of the quarter (March 31st, June 30th, September 30th, December 31st), only once the $50 target has been hit. Please note that cookies are set at a 6-month timeframe, meaning that referrals must be made within 6 months of the initial referral click in order for the sale to be credited to the affiliate’s account.

3.  Delivery Of Products; Performance Of Services

(a)  SecondBloom does not handle any shipping or delivery, it is up to the vendors of the platform to handle their own shipping and delivery. Dates communicated or acknowledged by SecondBloom are approximate only, and SecondBloom will not be liable for any delay in delivery or performance. In the event of delay, vendors will use commercially reasonable efforts to deliver Products within a period that is reasonably needed given the cause of the delay. 

(b) Customer shall note any damage to Products caused in transit, or shortages thereto, on transport documentation immediately upon receipt of Products, with due regard to applicable instructions by the vendor or the carrier. All Products delivered under the Agreement will be deemed accepted by Customer as conforming to the Agreement, and Customer will have no right to revoke any acceptance.  

(c) Vendors are responsible for ensuring that all Products are in good condition and any nonconformities will be addressed by the vendor promptly. Customer may contact the vendor for any issues or concerns regarding the product. 

(d) SecondBloom does not handle the physical goods and does not make changes to the design, materials, fit and finish of Products or change working methods, communication systems, software or any other elements of Services, and Documentation provided that such changes do not materially affect the functionality of the Product. 

(e) Customer is responsible for all information, orders, instructions, materials, and actions provided or performed by Customer directly or by third parties engaged by Customer in connection with the delivery or performance by the vendor of any Products. Vendors will be entitled to rely on the accuracy and completeness of all information furnished by Customer. Upon request of vendors, Customer shall promptly provide any other information, services or support under Customer’s control and relevant to the performance by the vendor under the Agreement. 

(f) In the event of delay or interruption in delivery of Products or the performance of Services, SecondBloom’s liability 

(h) Delivery of Products and performance of Services shall be the responsibility of the vendor. SecondBloom shall not be held responsible for any damage, delay or non-delivery of Products or Services. All shipping and handling arrangements and costs shall be the responsibility of the vendor. 

(i) The buyer shall inspect the Products upon receipt and notify the vendor of any damages or discrepancies within 3 days of receipt. Any disputes regarding the condition of the Products at the time of delivery shall be resolved between the buyer and the vendor. SecondBloom shall not be held responsible for resolving any disputes regarding the condition of the Products at the time of delivery. 

(j) SecondBloom shall not be held responsible for any delay or non-performance by the vendors. The vendors shall be responsible for ensuringtimely delivery of the Products and the performance of Services. 

(k) All sales on the SecondBloom platform are final and non-refundable. Any disputes regarding the Products or Services shall be resolved between the buyer and the vendor. SecondBloom shall not be held responsible for resolving any disputes regarding the Products or Services.  

(l) All shipping, handling, and delivery of Products and Services shall be the responsibility of the vendors of the platform, and SecondBloom shall not be liable for any damages or delays in shipping or delivery. It is the responsibility of the buyer and seller to arrange and agree upon shipping and delivery terms before completing a transaction on the platform. SecondBloom is not responsible for any lost, stolen, or damaged items during the shipping and delivery process. All sales are final, and returns or refunds shall be handled solely by the vendor and buyer, and SecondBloom shall not be held liable for any disputes or issues arising from such transactions.

4. Use Of Products And Services

(a) Customer shall use Products and Services only for their intended purposes and in accordance with all instructions provided by the vendors on the SecondBloom marketplace. Customer shall be responsible for verifying any warranty terms and conditions with the vendor before making a purchase. SecondBloom holds no responsibility for any issues arising from the use of Products and Services. 

(b) Customer shall use and, where applicable, shall ensure that end-users use any software in accordance with any applicable license terms and conditions and shall keep a full back-up of such software readily available. In the event of a software error, customer shall contact the vendor for support and assistance. 

(c) Customer shall not perform any unauthorized actions on any equipment or software provided by the vendors. Any changes made to equipment or software owned by vendors will be exclusively owned by the vendor. 

(d) Customer is solely responsible for arranging and paying for any shipping and handling of products. SecondBloom does not handle any physical goods and is not responsible for any issues arising from shipping and handling. 

(e) SecondBloom shall not be responsible for the failure of any of its vendors’ Products or Services to provide the expected performance, benefits, effects or outcome arising from: (i) Customer’s failure to comply with the terms of the vendor; (ii) failures or fluctuations of electric power; (iii) sunset/shutdown of connectivity and communication technologies; (iv) Force Majeure and other unusual external influences; or (v) Variations.  

(f) Unless specifically stated by the individual vendor on the SecondBloom marketplace, SecondBloom makes no warranty or representation, express or implied, with respect to the Products or Services, including, but not limited to, any warranty of merchantability or fitness for a particular purpose or any warranty of non-infringement of intellectual property rights. Any warranty or representation made by the vendor should be verified by the customer directly with the vendor. 

(g) SecondBloom shall not be responsible for any damage, loss or liability resulting from the use of the Products or Services by the customer or any third party, including but not limited to any damage to the customer’s equipment or property, lost profits or revenue, or any indirect, incidental, special or consequential damages. 

(h) Customer shall indemnify, defend and hold SecondBloom harmless against any and all claims, demands, damages, liabilities and expenses, including reasonable attorneys’ fees, arising out of or in connection with the customer’s use of the Products or Services, including but not limited to any claims of infringement of any intellectual property rights. 

(i) Customer shall comply with all applicable laws and regulations, including but not limited to export and import laws and regulations, in connection with the use of the Products or Services. 

(j) Any use of the Products or Services in a manner not authorized by these terms of use or by the vendor shall terminate any rights granted to the customer hereunder.

5.  Prohibition of Direct Transactions

(a) Customers and vendors are strictly prohibited from engaging in direct transactions outside of the SecondBloom platform for any products or services that were initially discovered, discussed, or offered on the platform.  Both parties must complete all transactions related to such products and services exclusively through the SecondBloom platform. 

(b) if a customer or vendor is found to have engaged in direct transactions outside of the SecondBloom platform in violation of this policy, SecondBloom reserves the right to take appropriate action, including but not limited to terminating the customer’s or vendor’s account, suspending access to the platform, or seeking legal remedies.  

(c) Customers and vendors are required to promptly notify SecondBloom of any attempts to engage in direct transactions outside of the platform.  Failure to report such attempts may result in the termination of the customer’s or vendor’s account or other appropriate actions at the sole discretion of SecondBloom.

6.  Risk and Title

(a) On SecondBloom, the risk of damage or loss of any products sold on the platform will be passed on to the customer upon delivery of the product by the vendor. 

(b) Legal title of the product will be passed on to the customer only when full payment has been received by the vendor. The customer is not allowed to transfer or pledge any products or grant any right or title in the products to any third party unless the transaction is done in the normal course of business and against payment. 

(c) SecondBloom does not hold any responsibility for any damages or losses of products after the point of delivery. Any issues regarding the product must be resolved directly with the vendor.

7.  Force Majeure

SecondBloom will not be liable for any breach resulting from a Force Majeure event. If a Force Majeure event occurs, the vendors’ performance will be suspended for the period of such Force Majeure event. “Force Majeure” means any circumstances or occurrences beyond the reasonable control of the vendors, whether or not foreseeable at the time of the transaction, as a result of which the vendors cannot reasonably perform or execute their obligations, including, without limitation, acts of God, natural catastrophes (including earthquake, lightning, hurricane, typhoon, flooding or volcanic activities or extreme weather conditions), strikes, lock-outs, war, terrorism, political situation, civil unrest, riots, sabotage, vandalism, industry-wide shortages, breakdown of plant or machinery, fault or loss of electricity supply, cyber-attacks and hacking or non-performance by suppliers of the vendors or by other third parties on which the vendors rely. In the event that Force Majeure event extends (or is reasonably expected by the vendors to extend) for a period of three (3) consecutive months, the vendors will be entitled to cancel all or any part of the transaction without any liability towards the customer.

8.  Limited Warranty And Disclaimer

(a) The vendors of SecondBloom, the multi vendor e-commerce auction platform, are responsible for providing any warranties for their products. Any warranties offered by the vendors must be clearly stated in the marketplace listing. SecondBloom does not handle shipping and holds no responsibility for the products once they are sold. 

(b) The customer must verify any warranties offered by the vendor before purchasing a product. 

(c) SecondBloom does not provide any warranty for third party products or services. 

(d) In the event of a defective product, the customer must contact the vendor for a resolution. 

(e) SecondBloom holds no responsibility for any damage or loss of products during shipping or delivery. 

(f) SecondBloom does not provide any design services unless specifically requested by the customer. 

(g) SecondBloom will not be liable for any breach resulting from a Force Majeure event. If a Force Majeure event occurs, SecondBloom’s performance will be suspended for the period of such Force Majeure event. “Force Majeure” means any circumstances or occurrences beyond the reasonable control of SecondBloom, whether or not foreseeable at the time of an Agreement, as a result of which SecondBloom cannot reasonably perform or execute its obligations. In the event that Force Majeure event extends (or is reasonably expected by SecondBloom to extend) for a period of three (3) consecutive months, SecondBloom will be entitled to cancel all or any part of an Agreement without any liability towards Customer.

9.  Limited Warranty And Disclaimer

(a) The vendors on SecondBloom are responsible for providing any warranty for their products and services. Warranty details and terms must be clearly stated by the vendor in the marketplace listing. It is the responsibility of the customer to verify any warranty details and terms with the vendor before making a purchase. SecondBloom holds no responsibility for any warranties or lack thereof. 

(b) In the event of a defect or issue with a product or service, the customer must contact the vendor for resolution. SecondBloom will not be held liable for any issues or defects with products or services. (c) Any indemnification and warranty obligations of the vendors are solely the responsibility of the vendor and not of SecondBloom.

10.  Rights In Software, Documentation And Intellectual Property

(a) Any software included with products sold on SecondBloom is subject to the terms of the vendor’s license agreement. It is the responsibility of the customer to review and accept any license agreements before using the software. 

(b) SecondBloom does not provide any warranty or support for software included with products. Any issues or defects with software must be addressed with the vendor. 

(c) SecondBloom holds no responsibility for any updates or maintenance of software included with products. It is the responsibility of the customer to ensure that they are using the most recent version of software and to update the software as necessary. 

(d) SecondBloom does not claim ownership of any intellectual property related to products or services sold on the platform. Any intellectual property rights are the sole responsibility of the vendor.  

(e) Software embedded in Products and Services may require updates, upgrades or maintenance to ensure proper functioning, and Customer acknowledges that SecondBloom is not responsible for providing these updates, upgrades or maintenance. 

(f) Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Products and Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. 

(g) Any third-party software, applications or services that are provided with or integrated into the Products or Services are subject to the applicable third-party license agreement and Customer shall be bound by such agreements. SecondBloom is not responsible for providing any support, maintenance or other services for third-party software, applications or services. 

(h) SecondBloom will not be liable for any infringement of IPR arising out of or related to the use of the Products or Services in a manner not authorized by SecondBloom or in a modified form not authorized by SecondBloom or if Customer uses the Products or Services in combination with other products or services not supplied by SecondBloom or if Customer alters or modifies the Products or Services in any way.  

(i) SecondBloom does not provide any warranty or guarantee for software updates or upgrades, and it is the responsibility of the vendor to provide any such support or updates for the software included in their products. SecondBloom does not hold any liability for any issues or problems arising from outdated software or lack of updates. 

(j) Any intellectual property rights in the products and services offered on the SecondBloom platform belong to the respective vendors and SecondBloom does not claim ownership over such rights. The vendors are responsible for ensuring that they have the necessary rights to sell or offer the products and services on the platform. 

(k) SecondBloom respects the intellectual property rights of others and expects the same from vendors. If you believe that your intellectual property rights have been infringed on the SecondBloom platform, please contact us with details of the infringement.  

(l) In the event that Customer uses any software or other applications on the SecondBloom platform in a manner that is not in accordance with the license granted in these Terms, Customer shall be liable for any and all damages, costs, and expenses incurred by SecondBloom as a result of such unauthorized use. This includes, but is not limited to, any damages, costs or expenses resulting from claims made by third parties in relation to such unauthorized use. 

(m) Customer acknowledges that SecondBloom has no responsibility or liability for any updates, upgrades, or new releases of software or other applications on the SecondBloom platform. Any updates, upgrades, or new releases are provided by the vendors and are subject to the terms and conditions specified by the vendors. Customer must verify any updates or upgrades with the vendor before installing or using them. 

(n) Customer acknowledges and agrees that SecondBloom does not hold any responsibility or liability for any infringement or violation of any IPR by any products or services offered on the SecondBloom platform by vendors. Any disputes or claims related to IPR infringement or violation must be resolved between the customer and the vendor directly.

(o) By using the SecondBloom platform, Customer agrees to comply with all applicable laws and regulations related to IPR, including but not limited to, copyright and trademark laws. Any use of software or other applications on the SecondBloom platform in a manner that violates these laws or regulations will be considered a breach of these Terms and may result in termination of the customer’s account.

11.  Intellectual Property Rights Indemnity

(a) Vendors are solely responsible for ensuring that their products and/or services do not infringe any third party intellectual property rights (IPR). In the event that a claim is made against a customer alleging that a product or service infringes any third party IPR, the vendor shall promptly notify SecondBloom and shall take full responsibility for defending such claim and for any damages awarded as a result of such claim. 

(b) SecondBloom shall have no liability for any claims of infringement of third party IPR arising from compliance with a vendor’s design, drawings, specifications, or instructions, or from any modifications or adaptations made by or on behalf of the customer. 

(c) In the event that a vendor receives notice claiming infringement of third party IPR in relation to any products and/or services supplied or to be supplied on SecondBloom’s platform, the vendor may, in order to limit or avoid liability, terminate the agreement, suspend or discontinue the supply or performance to the customer of the products and/or services or parts to which such notice relates. 

(d) Vendors shall fully indemnify SecondBloom against any award of damages for any such infringement and shall reimburse all costs incurred by SecondBloom in defending any suit or proceeding for such infringement, provided that SecondBloom gives the vendor prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defense thereof. 

(e) SecondBloom makes no representations or warranties of any kind, express or implied, as to the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, service.

(f) SecondBloom shall not be liable for any third-party claim alleging that any of the products and/or services provided by vendors on the platform infringes any third-party intellectual property rights (IPR). Any such claim shall be the sole responsibility of the vendor who sold the infringing product or provided the infringing service. The buyer must verify with the vendor any warranty or indemnification related to IPR infringement.

(g) In the event that a claim referred to under this section results in any legal proceedings, the vendor shall give SecondBloom full authority to assist in the defense of such claim, but the vendor shall bear the cost of such defense and any settlement or award.

(h) SecondBloom shall not be responsible for any damages resulting from a claim of IPR infringement by a third-party, even if the claim is held to be directly and solely attributed to the use of the product or service by the buyer.

(i) SecondBloom shall not be liable for any IPR infringement resulting from the vendor’s compliance with the buyer’s design, specifications, or instructions.

(j) In the event that SecondBloom receives notice claiming infringement of third-party IPR in relation to any products or services provided by a vendor on the platform, SecondBloom may, in order to limit or avoid liability, remove the infringing product or service from the platform, and the vendor shall not hold SecondBloom liable for such removal.

(k) The vendors on the platform shall fully indemnify SecondBloom against any award of damages for any IPR infringement and shall reimburse all costs incurred by SecondBloom in defending any

12.  Limitation of Liability

(a) The liability of SecondBloom and its affiliates for all claims of any kind arising from or related to the use of the marketplace or transactions between buyers and sellers on the platform, including any indemnities, penalties or liquidated damages (“Claims”), will be limited to a maximum, aggregate total (“Liability Cap”) of (i) twenty percent (20%) of the total price paid by the customer for the product or service to which such Claims relate, or (ii) one million U.S. dollars ($1,000,000), whichever is lower. 

(b) SecondBloom will not under any circumstances be liable for any lost profits, lost savings, loss of data, loss of reputation, loss of goodwill, indirect, incidental, punitive, special or consequential damages, whether or not such damages are based on tort, warranty, contract or otherwise – even if SecondBloom has been advised, or is aware, of the possibility of such damages. 

(c) In order to be entitled to make a valid claim, customers must notify SecondBloom of any such claim within thirty (30) days of the date of the event giving rise to the claim, and any lawsuit relating to a claim must be filed within one (1) year of the date of such notification. Claims that are not brought or filed in accordance with the preceding sentence will be null and void. (d) The limitations and exclusions of liability will apply only to the extent permitted by applicable mandatory law.

13.  Confidentiality

As a global marketplace, SecondBloom will ensure that all vendors and customers maintain confidentiality of any technical, commercial and financial information provided by vendors or other customers, including any offers and pricing terms, and any feedback. This information must not be disclosed to any third party and can only be used for the purpose of the transaction or as agreed by both parties.

14.  Export/Import Controls

(a) Transactions on SecondBloom may be subject to export or import controls laws and regulations that prohibit or restrict the export or transfer of certain items to certain countries, entities or individuals. These laws and regulations include those from the UN, EU, and US. The export or transfer of products and services, as well as technical assistance, training, investments, financing, financial assistance, brokering and licensing of technology, are subject in all respects to the applicable export regulations and to the jurisdiction of the relevant authorities responsible for export regulations. If any such export or transfer requires an export or import license, or is otherwise prohibited or restricted under export regulations, SecondBloom may, in its sole discretion, suspend its obligations to the customer until such license is granted or for the duration of any restrictions or prohibitions, or terminate the transaction without incurring any liability. 

(b) Vendors must impose all export control restrictions to any third party if the products and services are exported or transferred to third parties. At the request of SecondBloom and if required by applicable export regulations, vendors must inform SecondBloom of any export or transfer of the products in order to comply with export regulations and any other regulatory responsibilities governing the sale of the products, including requirements on the traceability of products that may apply to SecondBloom. Vendors must not provide any statement or certification in support of restrictive trade practices or boycotts.

15.  Assignment

(a) Vendors may not assign a transaction or any of their rights or obligations without the prior consent of SecondBloom. 

(b) SecondBloom may delegate, assign, sell, novate or subcontract in part or in whole its obligations and rights (including receivables) under any transaction to any of its affiliates or any third party without the prior consent of the customer, and if such consent would be required under applicable law, such consent is hereby provided.

16.  Compliance with Laws and Regulations

(a) All vendors and customers using SecondBloom’s platform, including but not limited to buying and selling goods and services, must comply with all applicable local, state, and federal laws, regulations, and ordinances, including but not limited to those related to anti-bribery and anti-corruption. SecondBloom operates out of Carol Stream, Illinois and any transactions or business conducted on our platform must adhere to the laws and regulations of the state of Illinois and the United States of America. 

(b) If SecondBloom receives any indication or suspicion of a violation of this section, we reserve the right to investigate and take appropriate action, including terminating the vendor or customer’s account and cooperating with any legal authorities as necessary. Any vendor or customer found to be in violation of this section will be held liable for any damages or losses incurred by SecondBloom and may face legal consequences.

17.  Health And Safety

(a) All vendors and customers using the SecondBloom platform agree to comply with all applicable legislation, rules and regulations regarding health and safety. Vendors are responsible for ensuring that their products and services do not pose a risk to the health and safety of workers, employees, or the public. Vendors shall provide safe working conditions for their employees and take all necessary measures to prevent accidents. Any hazards or unsafe working conditions must be reported to SecondBloom immediately.

(b) Vendors shall ensure that no hazardous materials are present in the products or services they offer on the SecondBloom platform. If hazardous materials are present, vendors shall handle them properly and arrange for the appropriate removal and disposal. If, in the opinion of SecondBloom, the health and safety of customers or employees is at risk due to the presence of hazardous materials or unsafe working conditions, SecondBloom reserves the right to remove the vendor’s products or services from the platform and/or take other necessary actions to ensure the safety of all parties involved.

(c) Vendors are responsible for disclosing any known physical conditions or hazards associated with their products or services. If a vendor fails to disclose known conditions or hazards, this will be considered a violation of the terms of use and may result in the removal of the vendor’s products or services from the platform.

18. Breach; Suspension; Termination

(a) In the event of: (i) a breach by a vendor of any of the provisions of the Agreement or these Terms, including any failure to fulfill any commitments or obligations to buyers; or (ii) in the reasonable opinion of SecondBloom, the financial position of the vendor (or a material change thereof) is likely to affect the vendor’s ability to fulfill its obligations under the Agreement; or (iii) any proceedings in insolvency, bankruptcy (including reorganization), liquidation or winding up are instituted by or against the vendor, whether filed or instituted by the vendor (voluntarily or involuntarily), a trustee or receiver is appointed over the vendor, or any assignment is made for the benefit of creditors of the vendor; or (iv) the vendor ceases, or threatens to cease, to carry on business; or (v) the control over or ownership of the vendor changes, then SecondBloom may, in its sole discretion, suspend or terminate the vendor’s account and all sales on the platform without any liability, and/or suspend or cancel any credit terms offered to the vendor.

(b) Vendors shall indemnify, defend and hold harmless SecondBloom and its affiliates, and their officers, directors, agents, employees, successors, and assigns from and against, all losses (including loss of profits or turnover), liabilities, costs (including legal costs and costs incurred in relation to unfinished products) and expenses arising out of or in connection with any of the following events: (i) a breach by the vendor of any of the provisions or obligations of the Agreement or these Terms, or the occurrence of any of the other events set out in section 18(a); (ii) any claim by buyers or third parties for any loss, damage or injury or death caused or alleged to be caused by the negligent use, application, or installation of products, or caused by any modification of products or integration of products into other products not authorized by the vendor; or (iii) non-compliance by the vendor with shipping and handling obligations, in which event costs will include the full replacement costs of products, systems or other equipment.

(c) Upon termination or expiration of a vendor’s account, (i) all rights and licenses granted to the vendor under that Agreement will immediately cease; (ii) the vendor shall return, delete (including from all hard disks and memory) or destroy (and a duly appointed officer shall certify to such destruction) all information disclosed under section 13, including software not embedded in products, and all copies thereof; (iii) return to SecondBloom, at the costs of the vendor, any products of which (legal) title has not passed to the buyer (in accordance with section 7) and any other products, systems or equipment supplied and/or used by the vendor in the performance of the Services; and (iv) all reasonable costs and expenses incurred by SecondBloom (including a reasonable profit) for any work performed by SecondBloom up to the date of termination will be immediately due and payable. (d) Sales on SecondBloom are final. The company does not handle any shipping and it is up to the vendors to ship their products to the buyers. (v) Customer shall be liable to pay any unpaid amounts due under the Agreement, including any late payment charges, and any other costs incurred by SecondBloom as a result of the termination or expiration of the Agreement. (d) Sales on SecondBloom are final, and the company does not take ownership of any products listed on the platform. It is the sole responsibility of the vendor to handle and ship all products to the customer. In the event of a dispute between a vendor and a customer, SecondBloom will assist in mediating the issue but will not be held liable for any damages or losses incurred. (e) Any violation of these terms and conditions by a vendor may result in termination of their account on the platform. SecondBloom reserves the right to terminate any vendor’s account for any reason, at any time, with or without notice.  

(d) In the event of termination or expiration of an Agreement, all outstanding payments or fees due to SecondBloom shall become immediately due and payable. Any sales made through the SecondBloom platform are final and non-refundable, as the company does not take ownership of any products or merchandise and only acts as a marketplace for buyers and sellers to connect. Any disputes or issues with products or shipments must be handled directly between the buyer and seller.

19. Governing Law and Forum

(a) The Parties agree that the forum for any legal action or proceeding arising out of or in connection with an Agreement, an Offer or these Terms shall be the state or federal courts located in Chicago, Illinois, and each Party irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts. The Parties further agree that any legal action or proceeding arising out of or in connection with an Agreement, an Offer or these Terms shall be governed by the laws of the State of Illinois, without giving effect to any choice of law or conflict of law provisions.

20.  Privacy And Use Of Data

(a) Each Party shall comply with all applicable data protection laws. Unless agreed otherwise by the Parties, SecondBloom (or its subcontractors) will not process information relating to any identified or identifiable natural persons (“Personal Data”) for Customer or on Customer’s behalf. In the event that SecondBloom processes Personal Data as part of its own legitimate business purposes, it will do so in accordance with the “SecondBloom Privacy Notice for Customers” which is available on https://secondbloomauctions.com/privacy-policy. 

(b) Customer acknowledges and agrees that SecondBloom and its affiliated companies (or their respective subcontractors) may collect information and data generated from horticultural assets and any related services (including any third-party product, service or system provided in conjunction with the horticultural assets and/or service) and/or the use thereof (“Usage Data”). SecondBloom is entitled to use the Usage Data, free of charge, at any time during the term of an Agreement and afterwards, in its sole discretion for any purposes whatsoever, including to aggregate or compile Usage Data with other data, create IPR or derivative works of or modify or adapt Usage Data to provide, maintain, and improve products and services, and to develop new products or features or services. Unless otherwise stated in the Agreement, EULA or Additional Use Terms, SecondBloom shall ensure that the use of Usage Data will exclude any Personal Data and any data that would enable the identification of Customer or company or organization.

21.  Miscellaneous

(a) The invalidity or unenforceability of any provision of these Terms or an Agreement will not affect the validity or enforceability of any other provision thereof, all of which will remain in full force and effect. In the event of such a finding of invalidity or unenforceability, the Parties shall endeavor to substitute the invalid or unenforceable provision(s) with provision(s) that closely corresponds with the original intention of the provision(s) in question. The customer will assist SecondBloom in verifying compliance with the Agreement upon reasonable notice. 

(b) Any rights of SecondBloom outlined in these terms will not limit any rights or remedies SecondBloom may have under the Agreement or under applicable laws or equity. The customer acknowledges that SecondBloom and any of its affiliates are intended to be third-party beneficiaries for the purpose of all benefits outlined under the Agreement, and may enforce the provisions of the Agreement including these terms where applicable. The failure or delay of either party to enforce any provision of these terms or the Agreement will not constitute a waiver of such provision or a waiver to enforce it. 

(c) The terms of the Agreement including these terms and any other terms and conditions forming a part of the Agreement, state the entire understanding and agreement between the Parties regarding the sale of horticultural assets and will supersede any prior promises, agreements, representations, undertakings or implications whether made orally or in writing between SecondBloom and the customer with regard to the subject matter. The Parties expressly acknowledge that, in entering into an Agreement, no reliance has been placed on any representations which have not been incorporated as part of that Agreement. No variation to an Agreement will be binding upon either Party unless made in writing and signed by an authorized representative of each of the Parties. (d) Prices and terms are subject to correction for typographical or clerical errors.