Transaction Liability, Disclaimers, Indemnification, and Dispute Resolution
Effective Date: 08/08/2026
These provisions govern the relationship between Mbelemama, Inc. ("Mbelemama," "we," "us," or "our") and each person or entity accessing or using the Mbelemama platform ("User," "you," or "your").
By creating an account, accessing the platform, submitting information, initiating a transaction, accepting these Terms, or otherwise using any Mbelemama service, you acknowledge that you have read, understood, and agreed to these Terms.
Mbelemama operates a digital technology and trust-infrastructure platform designed to facilitate agricultural commerce between independent parties.
Mbelemama may provide technological and administrative tools including electronic contract formation and documentation, transaction records, contract verification and recordkeeping, delivery and transaction tracking, settlement coordination, market information, communications, document management, and coordination with independent agricultural inspectors, experts, mediators, arbitrators, and other third-party service providers.
Mbelemama is not a buyer, seller, producer, farmer, processor, distributor, carrier, warehouseman, importer, exporter, financier, insurer, commodity broker, agent, fiduciary, partner, joint venturer, guarantor, or representative of any User or transaction counterparty.
Except where Mbelemama expressly enters into a separate written agreement stating otherwise, Mbelemama is not a party to any transaction or contract entered into between Users through, on, or in connection with the platform.
The purchase, sale, financing, shipment, transportation, storage, inspection, delivery, acceptance, rejection, payment, and other commercial obligations associated with a transaction are solely the responsibility of the contracting parties.
Users contract with one another independently and at their own risk.
Any contract, purchase order, sales agreement, delivery agreement, financing arrangement, or other transaction entered into through the platform is solely between the parties identified in that agreement.
Mbelemama does not become a party to such agreement merely because:
No User may reasonably rely on Mbelemama's participation in the platform as evidence that Mbelemama has guaranteed, endorsed, insured, financed, certified, or assumed responsibility for the underlying transaction or for any User's performance.
Mbelemama does not guarantee, insure, underwrite, warrant, or assume responsibility for the performance or non-performance of any User or third party.
Without limiting the foregoing, Mbelemama makes no representation or warranty regarding any User's:
Mbelemama is not responsible for a User's fraud, misrepresentation, breach of contract, failure to pay, failure to deliver, late delivery, non-delivery, defective performance, insolvency, abandonment, repudiation, refusal to accept goods, or other act or omission.
Mbelemama does not own, possess, control, inspect, manufacture, transport, store, or take title to commodities traded through the platform unless expressly stated in a separate written agreement.
Mbelemama does not warrant or guarantee the:
of any commodity involved in a transaction.
Any representations regarding a commodity are made by the applicable User or independent third-party service provider, not by Mbelemama.
Mbelemama may provide technological tools that facilitate the creation, verification, authentication, storage, transmission, or recordkeeping of transaction documents and contractual information.
Mbelemama's verification of a document, account, identity, data field, electronic signature, transaction record, or other digital information does not constitute a guarantee of the truth, completeness, legality, accuracy, authenticity, or enforceability of the underlying commercial transaction or any representation made by a User.
Unless expressly stated otherwise in a separate written agreement, Mbelemama does not independently verify every representation, document, commodity, quantity, quality claim, financial statement, license, title document, shipment, or other information submitted by Users.
Mbelemama may facilitate or coordinate access to independent agricultural inspectors, experts, laboratories, surveyors, mediators, arbitrators, and other professional service providers.
Such persons and entities are independent third parties and are not employees, agents, partners, fiduciaries, or representatives of Mbelemama.
Mbelemama does not guarantee or assume responsibility for any:
provided by an independent third party.
Any dispute concerning the acts, omissions, professional judgment, report, certification, or determination of an independent service provider shall be addressed in accordance with the applicable agreement and applicable law.
Mbelemama may provide tools for recording or tracking shipment and delivery information.
Tracking information is informational and administrative only and does not constitute a guarantee that a shipment has occurred, that goods are in transit, that goods will arrive, or that goods will conform to contractual requirements.
Mbelemama is not responsible for loss, theft, damage, deterioration, contamination, delay, diversion, misdelivery, customs issues, transportation failure, warehouse failure, force majeure events, or other events affecting commodities after or before delivery.
Responsibility for transportation, logistics, storage, insurance, customs, importation, exportation, and delivery remains with the parties and service providers responsible under the applicable transaction contract.
Where Mbelemama provides or facilitates technological integration with payment processors, banks, escrow providers, financial institutions, or other settlement providers, Mbelemama acts solely as a technology and coordination platform unless expressly agreed otherwise in writing.
Mbelemama does not guarantee:
Unless expressly agreed otherwise in a separate written agreement, Mbelemama does not take ownership of, guarantee, insure, or assume the credit risk associated with funds or payment obligations arising from a User transaction.
Mbelemama may display or use market prices, futures prices, commodity benchmarks, indexes, quotations, or other market information obtained from third-party data providers.
Such information is provided for informational and reference purposes only.
Mbelemama does not guarantee that market data is accurate, complete, current, uninterrupted, error-free, or suitable for any particular transaction.
A market price, futures price, index, benchmark, or reference price displayed on the platform does not constitute an offer, solicitation, guarantee, valuation, recommendation, or promise by Mbelemama regarding the price at which any commodity will be purchased or sold.
Users remain solely responsible for determining the price and commercial terms of their transactions.
Nothing provided through the Mbelemama platform constitutes legal, financial, investment, commodity-trading, agricultural, accounting, tax, insurance, transportation, engineering, inspection, or other professional advice.
Users should obtain independent professional advice before entering into transactions where such advice is appropriate.
Each User is solely responsible for conducting whatever due diligence it considers appropriate before entering into a transaction.
Users are responsible for independently evaluating:
A User's decision to enter into a transaction shall not be based solely upon the availability of the transaction through the Mbelemama platform.
To the fullest extent permitted by applicable law, each User acknowledges and agrees that transactions conducted with other Users involve commercial, financial, operational, commodity, transportation, credit, fraud, regulatory, market, and other risks.
Each User voluntarily assumes those risks and agrees that Mbelemama is not responsible for losses arising from the User's decision to enter into, perform, modify, or terminate a transaction with another User.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MBELEMAMA PLATFORM AND ALL SERVICES, INFORMATION, DATA, DOCUMENTATION, SOFTWARE, FEATURES, CONTENT, AND FUNCTIONALITY ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS."
MBELEMAMA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, AND FREEDOM FROM ERROR.
MBELEMAMA DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, SECURE, COMPLETE, ACCURATE, CURRENT, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MBELEMAMA SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, CLAIM, COST, EXPENSE, LIABILITY, OR DEMAND ARISING OUT OF OR RELATING TO A TRANSACTION BETWEEN USERS, INCLUDING ANY CLAIM ARISING FROM:
The parties to the underlying transaction, and not Mbelemama, are responsible for the performance and enforcement of their contractual obligations.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MBELEMAMA OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS, OPPORTUNITY, GOODWILL, DATA, OR EXPECTED SAVINGS, ARISING OUT OF OR RELATING TO THE PLATFORM OR SERVICES, EVEN IF MBELEMAMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF MBELEMAMA ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR ANY SERVICES SHALL NOT EXCEED THE GREATER OF:
(A) THE TOTAL AMOUNT ACTUALLY PAID BY THE CLAIMANT TO MBELEMAMA FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
(B) ONE HUNDRED U.S. DOLLARS (US $100).
This limitation applies regardless of the legal theory asserted, including contract, tort, negligence, strict liability, statute, warranty, indemnity, or otherwise, to the extent permitted by applicable law.
Nothing in these Terms shall be interpreted as excluding or limiting liability to the extent such exclusion or limitation is prohibited by applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH USER, ON BEHALF OF ITSELF AND ITS SUCCESSORS, RELEASES AND FOREVER DISCHARGES MBELEMAMA AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SERVICE PROVIDERS FROM CLAIMS ARISING OUT OF OR RELATING TO TRANSACTIONS BETWEEN USERS, INCLUDING CLAIMS ARISING FROM THE ACTS OR OMISSIONS OF OTHER USERS OR INDEPENDENT THIRD PARTIES.
This release does not apply to liabilities that cannot lawfully be released or waived.
To the maximum extent permitted by applicable law, each User agrees to defend, indemnify, and hold harmless Mbelemama and its affiliates, directors, officers, employees, contractors, agents, licensors, and service providers from and against any and all claims, demands, actions, proceedings, liabilities, damages, judgments, settlements, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:
Mbelemama reserves the right to assume exclusive control of the defense of any matter subject to indemnification, and the User agrees to cooperate fully with such defense.
Mbelemama does not adjudicate disputes between Users.
Any dispute concerning the underlying agricultural transaction—including disputes concerning price, payment, quality, quantity, delivery, inspection, acceptance, rejection, breach, or performance—shall be resolved exclusively between the contracting parties in accordance with the dispute-resolution provisions contained in their applicable transaction contract.
Mbelemama may, where expressly agreed, provide administrative or technological support for mediation or arbitration between the contracting parties.
Mbelemama's coordination of a dispute-resolution service does not make Mbelemama a party to the underlying dispute.
Any dispute, claim, or controversy between a User and Mbelemama arising out of or relating to these Terms, the platform, or Mbelemama's services shall be resolved by binding arbitration, except for matters that applicable law expressly permits to be brought in court.
The arbitration shall be administered by [AMERICAN ARBITRATION ASSOCIATION / JAMS] under its applicable commercial arbitration rules, unless the parties agree otherwise in writing.
The arbitration shall be conducted by one arbitrator.
The seat and legal place of arbitration shall be Delaware.
The arbitrator shall have exclusive authority to determine disputes concerning the interpretation, applicability, enforceability, or formation of the arbitration agreement, except to the extent applicable law provides otherwise.
Judgment on the arbitration award may be entered in any court of competent jurisdiction.
Nothing in this provision prevents Mbelemama from seeking temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction where necessary to protect intellectual property, confidential information, platform security, or other legitimate interests.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH USER AGREES THAT ANY CLAIM AGAINST MBELEMAMA SHALL BE BROUGHT SOLELY IN THE USER'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, REPRESENTATIVE, OR PARTICIPANT IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.
The arbitrator shall not have authority to consolidate claims or conduct any form of representative or class proceeding unless required by applicable law.
If any portion of this waiver is determined to be unenforceable, the remaining provisions shall remain in effect to the fullest extent permitted by law.
These Terms and any dispute between a User and Mbelemama shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to conflict-of-law principles.
To the extent a dispute is permitted to proceed in court rather than arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware, subject to applicable law.
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision shall be modified or limited to the minimum extent necessary to make it enforceable, if permitted by law.
The remaining provisions shall remain in full force and effect.
The invalidity or unenforceability of one provision shall not affect the validity or enforceability of any other provision.
Except as expressly provided in these Terms, these Terms do not create any rights in any third party.
Mbelemama's affiliates, directors, officers, employees, contractors, agents, licensors, and service providers are intended third-party beneficiaries of the applicable disclaimer, limitation-of-liability, release, indemnification, and dispute-resolution provisions.
The provisions concerning intellectual property, confidentiality, disclaimers, assumption of risk, transaction liability, limitation of liability, indemnification, releases, dispute resolution, arbitration, governing law, and any other provisions that by their nature should survive termination shall survive termination of a User's account or these Terms.
BY USING THE MBELEMAMA PLATFORM, EACH USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT:
NO PROVISION OF THESE TERMS SHALL BE CONSTRUED TO IMPOSE UPON MBELEMAMA ANY DUTY, OBLIGATION, WARRANTY, GUARANTEE, OR LIABILITY THAT MBELEMAMA HAS NOT EXPRESSLY AGREED TO ASSUME IN A SIGNED WRITTEN AGREEMENT.
If you have any questions about these Terms, please contact us at admin@mbelemama.com.