1. General provisions

Ola Technologies, Inc./Ploogr Inc. publishes and operates “Meat Auction House,” https://meatauctionhouse.com an online marketplace through which buyers can buy products offered by sellers.

In addition to facilitating the Marketplace (as defined below) and when applicable in a Meat Auction (as defined below), Meat Auction House may also provide:

-Vetting of Buyers as well as billing and collection on behalf of Sellers.

-Quality inspections of the Products.

-Shipping.

2. Definitions

In the terms and conditions of sales and use herewith, words and expressions beginning with a capital letter shall have the following meanings:

Account: means the business account of a Buyer or a Seller on the Platform, opened under the conditions set out below.

Buyer: means any User registered as a Buyer on the Service. Buyers can (i) submit bids to buy a Product or Products on an Auction or (ii) buy Products offered by Sellers on the Marketplace or (iii) post a Purchase Order for Sellers to bid on.

Meat Auction House: means Meat Auction House.

Marketplace: means the online marketplace published and operated by Meat Auction House.

Marketplace Services: means all the services made available to Buyers and Sellers by Meat Auction House related to the Marketplace itself. These Marketplace Services are: Accounts for Buyers and Sellers; dedicated functionalities for Sellers (such as the posting of Meat Auctions, the creation of photo libraries (for the Products), with technical data sheet; etc.); dedicated functionalities for Buyers (immediate Orders; placing bids; etc.).

Purchase Order Auction: An Auction in which Sellers submit bids for a Purchase Order posted by a Buyer.

Meat Auctions: An auction in which Buyers bid on meat Products. The minimum quantity to buy is customarily one pallet but such minimum may vary for each Meat Auction.

Line Item: A Product made available in a certain quantity on a Meat Auction.

Reservation Price: Is the price set by a Seller as minimum acceptable for a pound of Product on a Line Item on an Auction. It is an optional value for the Seller.

Line Item Spread: The difference between the price submitted by a Buyer for any bid on a Line Item of Product on a Meat Auction minus the Reservation Price multiplied the number of pounds on such bid.

Aggregate Spread: The sum of the Spreads of all Line Item Spreads submitted by a Buyer.

Orders: Means the sale agreement entered into by a Buyer and a Seller, through the Marketplace, for the purchase of Products. An Order results from a Buyer winning a Meat Auction or a Seller winning a Purchase Order Auction.

Party/Parties: Means individually Meat Auction House or a User and collectively Meat Auction House and a User.

Products: Mean any meat product or other proteins offered for online sale by Sellers, through the Marketplace.

Quality Inspection: The inspection that Meat Auction House performs so as to ensure that Seller’s Products are consistent with the information published on an Auction and compliant with industry quality standards.

Seller: Means any User, who offers Products for online sale through the Marketplace.

Services: Means all the services made available to Buyers and Sellers by Meat Auction House, including Marketplace services and Support Services.

Support Services: Means the services made available to Buyers and Sellers by Meat Auction House, supporting the Marketplace Services (Verification and Clearing).

User: Means any legal person, who accesses the Marketplace to buy or sell Products.

3. Acceptance

Users accept to abide by these Terms and Conditions with the exclusion of specific terms and conditions applicable to certain Orders or Auctions in the Marketplace that may supersede.

4. Products and Services

Through the Marketplace, Buyers are enabled to place Orders for Products offered by Sellers, under the conditions set out on each Auction or offer.

5. Marketplace access

In order to access the Marketplace, Users have to create an Account and sign up.

Purchases and sales of Products, through the Marketplace, are reserved to Users (Buyers and Sellers) having an Account on the Marketplace.

Meat Auction House is entitled to modify, without compensation or notice, the servers or the accessibility times of the Marketplace, as well as to close access to the Marketplace, to make updates, modifications or improvements.

6. User Accounts

Meat Auction House reserves the right not to validate or accept the opening of a User Account.

When requesting a User Account on the Marketplace, User guarantees that he/she represents the company or a legal entity represented in the Marketplace and shall provide information and cooperate with Meat Auction House for account and User verification. Meat Auction House may request documentation such as but not limited to i) Certificate/registration documents issued by federal/municipal/tax authorities ii) CST/VAT/GST certificates iii) banking details.

7. User representations

Users in the Marketplace represent that they will:

- Not use an identifier which would infringe the rights of third parties, public order and good morals, and to provide accurate and up-to-date information;

- Buyers shall not disclose their identifiers by any means. The confidentiality and use of their identifiers is their sole responsibility;

- Not use all or part of their elements, other than herein or in a manner that would violate the regulations;

- Not use all or part of their elements, for purposes other than normal use, it being specified that any use and activity deemed disproportionate will be considered not to fall under normal use;

- Not publish, transmit, disseminate, edit or make accessible through the Platform any content that could constitute, without limiting this list, defamation, insults, denigration, threats, blackmail, harassment, incitement to violence, racial hatred and, more generally, the commission of crimes and offences, the spread of false news or financial information covered by secrecy, as well as any content intended to represent or propose for sale objects and/or works, software, content prohibited by law or infringing on the rights of third parties, infringement of the authority of justice, invasion of privacy, the protection of personal data or the confidentiality of correspondence, the defense of crimes against humanity or the denial of genocide, the disclosure of information covered by secrecy or by the right to privacy, or acts endangering minors, in particular by manufacture, the transmission, dissemination or accessibility of messages of a violent or pornographic or pedophilic nature, likely to impair human dignity or likely to permit the manufacture of explosives;

- Not falsify data, messages or documents, headers of messages or identification or connection data or otherwise manipulate an identifier or information in such a way as to conceal the origin of the transmission of content via the Marketplace;

- Not to knowingly upload, post, transmit, or otherwise make available any content containing or constituting computer viruses or any other computer code or program designed to interrupt, destroy, divert or limit the functionality or performance of the Marketplace.

Furthermore:

- Seller Users shall refrain from being solicited outside the Marketplace by a Buyer about a Product for sale on the Marketplace. The sales process must be followed until the end through the Marketplace;

- Buyer Users shall refrain himself from soliciting directly a Seller who has offered for sale Products on the Marketplace.

- In the event of non-compliance with any of the User’s commitments and without prejudice to other rights or remedies under these Terms and Conditions or in law or by equity, Meat Auction House reserves the right to suspend the said User’s Account as of right, without compensation or prior formality.

- Users shall, without delay, report any suspected or unauthorized use of their Accounts or fraudulent access to their passwords.

8. Selling Products

In order to sell Products on the Marketplace, Sellers will create an Account Profile which will be subject to approval and verification by Meat Auction House. Meat Auction House reserves the right to approve or deny access to any Buyer or Seller at its own discretion.

Once approved, Sellers will follow the instructions to set up the Auction.

The Products can be sold through immediate offers or bids, or under the conditions set out on each Auction.

The Sellers are entirely liable for the offers of Products, and more generally, for any content published on their Auctions. Each Seller shall make every effort to display the main features of their Products, as clearly and as accurately as possible, as well as any mandatory information that Buyers are entitled to access.

The Product quantities available for sale are specified in the Product description published by the Sellers on the Marketplace, under their sole responsibility. The availability of each Product is updated by the Sellers according to the Orders placed. Meat Auction House does not guarantee Product availability.

9. Placing Orders

When Products are offered by Sellers, Buyers can place offers or bids, regarding these Products.

In every case, Buyers undertake to read carefully the information published by Sellers regarding Products, before placing any Orders.

10. Bids

Buyers will have access to browse and select Auctions to bid on.

Buyers will be able to access the status of their bids on each Auction.

11. Auction Resolution

For Meat Auctions the winning bidder shall be that with the highest Aggregate Spread.

12. Prices

Prices displayed on the Marketplace for each Product are in US dollars.

For the Buyer, the price displayed on the page summarizing his immediate offer or bid, is in USD, ex-VAT/Sales Tax, and Meat Auction House’s commission to Buyer - if applicable. Shipping and insurance costs may or may not be included but will be properly indicated on each Auction.

The price is to be paid according to the provisions of Article 14 here below.

13. Buyer and Seller Auction obligations

For Buyers .- All bids submitted through the system are legally binding. Reneging on any bid will be subject to the Reneging Penalties indicated on paragraph 15.

For Sellers .- Sellers are obligated to sell under the terms of their own Auction as long as the Aggregate Spread is greater than zero. Sellers shall have the option but not the obligation to close a transaction with an Aggregate Spread equal or less than zero.

14. Payments, MAH Fees, and Reneging Penalties

Once an Auction is resolved and a winner is declared by the auctioning Seller, Meat Auction House will collect the payment from the Buyer, under the terms of the Auction, and submit the corresponding funds to Seller.

Both parties will work and communicate with Meat Auction House or its representatives to resolve any other operational deviations outside those already agreed upon the Auction (e.g. time of delivery range or flexibility, pallet exchange charges, substitutes for any out of stock Product - if acceptable - to Buyer,etc.)

Meat Auction House will be responsible for collection of payments, Quality Inspection (see paragraph 15) and - if applicable in each Auction - for shipping and delivery, or clearing of the transactions.

15. Quality Inspection

Upon Seller’s delivery of the Products sold on an Auction, Meat Auction House will perform a Quality Inspection that ensures consistency with the Product information provided in the Auction.

Meat Auction House may not accept Products if during the Quality Inspection it notices any damage or non-conformity between the Products delivered and the Order. In such cases, Buyer may be entitled to a refund and Seller may be subject to a Penalty by Meat Auction House.

Within 24 hours of the Quality Inspection, Meat Auction House will notify Seller and Buyer of any damage, loss or non-conformity regarding the Products delivered and next steps in the process.

16. Shipping

When applicable, Products can be shipped to more than one location as indicated on each Meat Auction.

17. Changes to these Terms and Conditions

Meat Auction House reserves the right to amend these Terms and Conditions at any time, without prior notification; any amendments shall be notified to Users by e-mail and/or communicated via the Marketplace at the moment they enter into force.

These Terms and Conditions updated by Meat Auction House will show the date of the latest version on the top, right-hand side of this document.

18. Liability

18.1. Meat Auction House’s liability

IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES FOR ANY (I) LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE SERVICES (HOWEVER ARISING), (II) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE LESSER OF, (1) FOR ANY PAID SERVICES, THE FEES PAID OR PAYABLE TO MEAT AUCTION HOUSE FOR ORDERS PLACED ON THE SERVICE OR 2) $50.00 (FIFTY DOLLARS)

18.2. Buyers’ and Sellers’ liability

The Sellers and Buyers are entirely liable for any direct damage and losses incurred by Meat Auction House, by other Users and by any third party, caused by the contents that they post on the Marketplace, the Products and the services that they offer and the sales they conclude. They therefore agree not to seek any liability on Meat Auction House's part in the event of legal action or disputes relating to these contents, the Products or their sale.

Whatever the circumstances, it is hereby expressly agreed that if a Seller is held liable towards a Buyer, or if a Buyer is held liable towards a Seller in the performance of an Order, such liability shall be limited, inclusive of all damage and claims, to the 120% of the value of the Orders placed by the Buyer involved with the Seller involved plus any fees payable to Meat Auction House.

19. No Circumvention

Buyers and Sellers undertake to not directly enter into contact with each other and make purchases and sales outside the Marketplace.

The purpose of the Service is to match Users (Buyer and Sellers) of Products by placing bids, resolving Auctions or by posting offers to buy or sell (each such act, an “Order”). Users shall not, without the consent of Meat Auction House, contact other Users representatives, disclose the identity or identifying information of any other Users, or enter into or contemplate entering into any agreement to purchase or facilitate the purchase of Products of any User.

20. Intellectual property

All elements contained in the Marketplace, whose publisher is Meat Auction House, are protected by laws relative to intellectual property.

Meat Auction House is the holder of rights, titles and interest, including all intellectual property rights, relating to the Marketplace, as well as any ideas, suggestions, requests for improvements, comments, recommendations and other information that Users and third parties may communicate concerning the Marketplace.

Moreover, Meat Auction House holds usage rights on all elements accessible on its Marketplace; notably texts, images, designs, logos, icons, sound, software, etc. Consequently, any reproduction, representation, modification, publication or adaptation, in part or in whole, by any means or process whatsoever, is strictly forbidden except where Meat Auction House has given its express, prior agreement.

21. Fees

Users agree that Meat Auction House may collect fees for the Service. Fees which will be displayed upon the placement of bids or posting of Auctions to the relevant Buyers or Sellers.

22. Duration

These Terms and Conditions are applicable between the Parties, from the opening of an Account by the User on the Marketplace, until termination. Users can request termination of their account at any time and upon the condition that User is not a party or participant on any pending bids, Auctions, or Orders.

At the sole discretion of Meat Auction House or if the User fails to comply with any of its obligations hereunder, without prejudice to any damages and interest that Meat Auction House may be entitled to claim.

23. Severability

If any provision (or part thereof) of these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable the other provisions (or parts of the provision) shall remain in force.

24. Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms and Conditions shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of Orange County, California.

25. Arbitration Agreement

All disputes shall be resolved through binding arbitration by an appropriate arbitrator using AAA rules. The parties shall agree on an arbitration organization and shall attempt to resolve matters in good faith informally prior to initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Orange County, California, before a neutral arbitrator (“Arbitrators”) in accordance with and under the rules of the American Arbitration Association (“AAA”), unless we mutually agree to another arbitration service (AAA or such other arbitration service being referred to as the “Arbitration Service.” The award or judgment of the Arbitrators shall be final and unappealable by either Party. The prevailing party as determined by the Arbitrators shall be entitled to reasonable costs and attorneys’ fees both as determined by the Arbitrators.

26. English and foreign language versions

These Terms and Conditions have been drawn up in the English language. In the case of contradiction or confusion, the English version shall prevail over any other version which has been drawn up at the User’s request.