Draft status: counsel-review working draft only; not
for publication
Version: 0.1
Proposed effective date:
[EFFECTIVE DATE]
Company: [EXACT LEGAL ENTITY NAME], doing
business as Agora Grove (“Agora Grove,” “we,” “us,” or “our”)
Contact: [LEGAL NOTICE ADDRESS] ·
[SUPPORT EMAIL] ·
[LEGAL/ARBITRATION EMAIL]
Placeholder rule: Every all-caps bracketed field in this draft is a [COMPANY INPUT REQUIRED] item unless it is expressly labeled [LAWYER REVIEW]. It must be completed and approved before publication.
[LAWYER REVIEW — HIGH PRIORITY] Sections 16–20 contain the requested maximum-protection dispute, disclaimer, liability, and indemnity framework. Counsel must finalize the merchant-of-record model, insurance, arbitration provider/rules, opt-out method, cap, state carve-outs, and enforceability review before publication.
Agora Grove helps you discover independent farms and coordinate food orders. Unless an order page expressly says otherwise, the farm—not Agora Grove—is the independent seller and fulfiller of the food. Farm availability must be confirmed before payment is captured. Food, availability, substitutions, pickup, delivery, quality, safety, and refund outcomes can vary by farm and order.
These Terms are a legal agreement. They include an arbitration agreement and class-action/jury-trial waiver in Section 19. You may opt out of arbitration within 30 days as described there.
By creating an account, selecting an “I agree” control, placing an order, or otherwise accessing or using the Services, you agree to these Terms, the Privacy Policy, and each policy or order-specific term incorporated by reference. If you do not agree, do not use the Services.
You agree that electronic records, acknowledgments, consents, and
signatures may be used for your relationship with Agora Grove and that
we may keep an electronic record of the version of these Terms and
policies you accepted, the date/time, account identifier, and acceptance
event. You may request a copy at [SUPPORT EMAIL].
You must be at least 18 years old and legally able to enter into these Terms and place the relevant order. You may not use the Services if you are barred from doing so under applicable law or have had your account suspended or terminated.
You must provide accurate, current information, keep your credentials confidential, and promptly report suspected unauthorized account use. You are responsible for activity through your account to the extent permitted by law. Do not share an account, impersonate another person, create accounts through deceptive means, or use another person’s payment method or contact information without authorization.
Agora Grove does not knowingly offer the Services to anyone under 18.
If you believe a minor has provided personal information, contact us at
[PRIVACY EMAIL].
The Services may provide product discovery, farm information, search tools, cart-building tools, order-routing, payment coordination, order-status assistance, customer support, and related technology services.
Except when an order page or a separate written agreement expressly identifies Agora Grove as the seller or merchant of record for a particular transaction:
This allocation does not waive any consumer right that cannot lawfully be waived. It also does not override an express written commitment Agora Grove makes for a specific order.
[LAWYER REVIEW: Merchant-of-record and agency language must match final payment/funds-flow architecture.]
Farm listings may use information supplied by Farms, public sources, or other sources we reasonably believe are relevant. A listing, search result, product description, seller profile, quality badge, practice label, estimated availability, price, recommendation, or image is not a guarantee that a product is available, lawful, accurately described, safe, suitable for you, or appropriate for a particular dietary, allergy, medical, or other need.
Farms are responsible for ensuring that their listings, claims, labels, product descriptions, images, practices, certifications, and availability statements are accurate and lawful. Agora Grove may correct, remove, rank, suppress, or delist content or products at any time, including for safety, legal, quality, fraud, or operational reasons, but does not undertake a duty to verify every listing.
You are responsible for reviewing the Farm’s information and contacting the Farm when needed before consuming a product. Do not rely on the Services for medical, nutritional, allergy, legal, or food-safety advice.
You may not use the Services to seek, list, purchase, sell, market, route, facilitate, or evade restrictions on alcohol, tobacco, controlled substances, illegal products, recalled products, counterfeit goods, products with unlawful health claims, or any product prohibited by applicable law or Agora Grove policy.
Florida raw milk rule. Until Agora Grove gives written notice of a counsel-approved alternative, the Services do not permit listings or orders for raw milk or raw-milk products intended for human consumption in Florida. This restriction reflects a material regulatory issue, not merely a product preference. Limited raw-milk-cheese rules, if any, will be separately reviewed before a listing appears.
Farms and users must immediately notify Agora Grove of a product
complaint, suspected contamination, recall, regulatory inquiry, or
safety issue at [FOOD SAFETY EMAIL] or
[EMERGENCY CONTACT].
Submitting a cart or order request asks Agora Grove to route the request to the relevant Farm. It does not guarantee acceptance, inventory, price, substitution, fulfillment timing, or delivery/pickup. A Farm may accept, reject, partially accept, modify, or be unable to fulfill an order.
The checkout and order status will state the current stage of your order. Agora Grove’s current intended model is that a payment method may be collected or authorized before a Farm responds, but payment for the food order will not be captured until the Farm confirms the relevant inventory or order. If a future order type uses a different lawful payment arrangement, the order page must say so clearly before you submit it.
You authorize Agora Grove and its payment processor to verify your payment method, place any disclosed authorization hold, and, after Farm confirmation and subject to the checkout terms, charge the final authorized amount for the order, applicable tax, disclosed fees, tip (if any), and other amounts you separately approve.
Agora Grove does not receive or store your complete payment-card number or card security code through the intended Stripe payment flow. Payment processing is also subject to the processor’s terms and privacy notice.
The order page should identify the product price, quantity or unit, estimated or confirmed total, tax treatment if applicable, service or processing fees if applicable, delivery or pickup charges if any, promotions, and tip if offered. Prices and availability can change before Farm confirmation. We will present a material price change or a substitute that changes the amount for your approval where the product flow requires it.
You are responsible for all amounts disclosed and accepted at checkout. [LAWYER REVIEW: finalize tax and fee language after merchant-of-record / tax-remitter decision.]
A Farm may offer a substitute only where the order flow or Farm listing allows one. A substitute is not accepted merely because a Farm has it available. When a user decision is required, Agora Grove will communicate the offered substitute and give the user the displayed response window. If no response is received, the product will be handled according to the clearly disclosed order rule, which may be cancellation of that line, no substitution, or another user-approved preference.
Cancellation availability depends on the order stage, Farm confirmation, perishability, preparation, and applicable law. The Refund, Cancellation, and Substitution Policy controls where it conflicts with a general statement in these Terms.
Agora Grove will use commercially reasonable efforts to coordinate a refund or reversal for an order that is not fulfilled, including where a Farm rejects an order after payment capture. The responsible party, timing, and amount depend on the Farm’s decision, the payment arrangement, processor rules, the facts of the order, and applicable law. We do not promise a refund that the applicable seller, payment processor, or law does not require us to provide; this does not limit a non-waivable consumer remedy.
Before filing a chargeback, contact [SUPPORT EMAIL] so
we can investigate and attempt to resolve the issue. A chargeback does
not prevent us from enforcing these Terms or contesting a chargeback in
good faith.
Farms control the pickup, delivery, or other handoff methods they offer. Agora Grove may facilitate coordination but does not provide delivery at launch and does not control Farm personnel, a Farm’s chosen courier, traffic, weather, access conditions, temperature control, handoff timing, or the condition of food after it leaves the Farm’s control.
You must provide accurate contact, address, access, and pickup information; be available during any agreed window; and follow reasonable Farm instructions. A Farm may be unable to complete a handoff if the address is inaccurate, you are unavailable, conditions are unsafe, access is blocked, or the Farm cannot lawfully or reasonably complete the exchange. The order-specific and Refund, Cancellation, and Substitution Policy determine the resulting treatment.
Risk of loss, title, and any legally required delivery obligation are determined by applicable law and the Farm’s sale to you. Nothing in this section shifts a statutory obligation that cannot be shifted.
Food may contain or come into contact with allergens. Farm information may be incomplete, may change, and may not address every cross-contact risk. Do not rely on the Services to determine whether a product is safe for an allergy, intolerance, medical condition, pregnancy, medication interaction, dietary practice, or other personal circumstance. Consult a qualified professional and the Farm as appropriate.
Farms are responsible for product safety, lawful handling, labeling, recalls, and food-related information to the extent required by law. Agora Grove may communicate a Farm or government recall notice, suspend a listing, facilitate contact, or assist with a refund inquiry, but does not guarantee that every safety issue will be detected or that every notice will reach you.
Perishable products may not be eligible for return after pickup,
delivery, storage, temperature exposure, opening, or consumption, except
where applicable law or a Farm’s stated policy requires otherwise.
Report an order problem promptly through [SUPPORT EMAIL]
and preserve reasonable evidence such as the order number and
photographs if safely available.
Promotions, referral programs, credits, loyalty features, memberships, subscriptions, and recurring-delivery features are not necessarily available at launch. If offered, they are governed by the applicable feature-specific terms displayed with the offer.
Unless the offer says otherwise, promotions are nontransferable, have no cash value, may not be sold or combined, and may be revoked where fraud, error, abuse, legal restrictions, or a material mistake is involved. We may disqualify referrals or credits generated through self-referral, spam, deceptive advertising, fake accounts, or other misuse.
Any future recurring charge must clearly disclose material price, frequency, renewal/cancellation terms, and the required consent before billing. Any future paid digital benefit must be reviewed for the required App Store payment route before launch.
You will not:
We may investigate suspected violations, preserve evidence, suspend a transaction or account, notify a Farm or payment provider, and make a report where we reasonably believe it is necessary for safety, fraud prevention, legal compliance, or protection of rights.
You retain rights you have in content you submit to the Services (“User Content”), including search prompts, support communications, optional images, reviews, ratings, and other materials. You grant Agora Grove a nonexclusive, worldwide, royalty-free, sublicensable license to host, reproduce, adapt, transmit, display, and use User Content only as reasonably necessary to operate, secure, improve, support, market the Services as you direct, and comply with law.
For an image or prompt submitted to an AI feature, the license includes transmission to the disclosed AI provider to perform the requested feature. We do not obtain a right to train a general-purpose model on your individually identifiable User Content unless a separate feature-specific notice and consent expressly say so.
If Agora Grove later launches reviews, ratings, public profiles, or community features, additional review/community rules will apply. We may remove or restrict content that violates these Terms, creates legal/safety risk, or is materially misleading, but we are not required to monitor all User Content.
If you provide suggestions, ideas, or feedback, you grant Agora Grove a perpetual, irrevocable, worldwide, royalty-free right to use them without compensation or attribution, unless a separate written agreement says otherwise.
Agora Grove and its licensors own the Services, software, design, trademarks, names, logos, content, and other intellectual property except for content owned by Farms or users. Subject to these Terms, we grant you a limited, revocable, nonexclusive, nontransferable, non-sublicensable license to use the Services for their intended personal, lawful purpose.
You may not copy, modify, distribute, sell, lease, publicly display, reverse engineer, decompile, create derivative works from, or otherwise exploit the Services or their content except where law prohibits the restriction or we give written permission.
Farm names, product names, logos, photography, and claims may belong to the relevant Farm or other owner. Displaying them in the Services does not grant you a license to use them.
The Services may interact with Apple, Google, Stripe, Supabase, maps, communications providers, AI providers, Farms, payment providers, or other third parties. Third-party services are governed by their own terms and privacy notices. Agora Grove is not responsible for third-party services, content, availability, actions, omissions, security, or data practices except to the extent law does not permit that limitation.
We may change, improve, suspend, limit, or discontinue all or part of the Services, a feature, a Farm listing, an offer, or a user account when reasonably necessary for operations, security, fraud prevention, safety, legal compliance, contractual reasons, or product evolution.
We may suspend or terminate access if we reasonably believe you violated these Terms, created risk, used the Services fraudulently, or are required to do so by law. Where practical and lawful, we will give notice and an opportunity to resolve the issue. Suspension or termination does not erase payment, refund, legal, audit, or dispute obligations that accrued before it.
We may update these Terms. For a material change, we will provide notice by posting the updated Terms, in-app notice, email, or another lawful method before or when the change takes effect. If the change requires consent, we will obtain it. Continued use after the effective date means acceptance only to the extent allowed by law.
The Privacy Policy explains how we collect, use, disclose, retain, and protect personal information, including information shared with a selected Farm to carry out an order. The Privacy Policy and any applicable feature-specific disclosure are incorporated into these Terms.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, LISTINGS, SEARCH RESULTS, AI OUTPUTS, FARM INFORMATION, ORDER COORDINATION, AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AGORA GROVE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, QUALITY, FRESHNESS, SAFETY, LEGALITY, ALLERGEN-FREE STATUS, OR FITNESS OF FOOD OR FARM SERVICES.
WITHOUT LIMITING THE ABOVE, AGORA GROVE DOES NOT WARRANT THAT:
Some jurisdictions do not allow certain disclaimers, so this section applies only to the extent permitted by law.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGORA GROVE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY; OR DAMAGES ARISING FROM FOOD QUALITY, ALLERGENS, ILLNESS, INJURY, PRODUCT SAFETY, FARM ACTS/OMISSIONS, DELIVERY/PICKUP, AVAILABILITY, SUBSTITUTIONS, THIRD-PARTY SERVICES, OR YOUR USE OF OR INABILITY TO USE THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGORA GROVE’S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID DIRECTLY TO AGORA GROVE FOR THE DISPUTED ORDER OR SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) US $100.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including non-waivable consumer rights or liability for intentional misconduct to the extent a court determines it cannot be limited.
[LAWYER REVIEW: confirm cap, insurance alignment, personal-injury carveout, and state consumer carveouts.]
To the maximum extent permitted by law, you will defend, indemnify, and hold harmless Agora Grove and its affiliates, officers, directors, employees, contractors, licensors, and agents from claims, losses, liabilities, damages, judgments, costs, and expenses (including reasonable attorneys’ fees) arising from or related to your User Content, misuse of the Services, violation of these Terms, unlawful conduct, infringement of another person’s rights, fraudulent order/payment activity, or dispute between you and a Farm.
We will provide notice of a claim where reasonably practical. You may not settle a claim in a way that imposes an obligation or admission on an Agora Grove indemnitee without our written consent. This section does not require indemnity where prohibited by law.
Before either party starts arbitration or litigation, the party
seeking relief must send a written notice describing the dispute and
requested relief to [LEGAL NOTICE EMAIL / ADDRESS]. The
parties will make a good-faith effort to resolve the matter informally
for 60 days. This does not prevent either party from seeking emergency
equitable relief for imminent harm, security, intellectual property, or
safety where legally available.
[LAWYER REVIEW — select provider/rules before publication.] Except for the exceptions in Section 19.4 and claims that cannot lawfully be arbitrated, you and Agora Grove agree that any dispute, claim, or controversy arising out of or relating to the Services, an order, these Terms, a policy, advertising, communications, privacy, or the relationship between you and Agora Grove will be resolved by binding individual arbitration rather than court.
The arbitration will be administered by
[AAA / JAMS / OTHER COUNSEL-APPROVED PROVIDER] under its
consumer arbitration rules in effect when the demand is filed, as
modified by these Terms. The Federal Arbitration Act governs
interpretation and enforcement of this arbitration agreement to the
fullest extent permitted by law. The arbitration may be conducted by
video, telephone, documents, or in person as the provider’s rules and
applicable law permit.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND AGORA GROVE MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR PARTICIPANT IN A CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, MASS, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY FOR THAT PARTY’S INDIVIDUAL CLAIM.
YOU AND AGORA GROVE WAIVE ANY RIGHT TO A JURY TRIAL FOR CLAIMS SUBJECT TO ARBITRATION OR, TO THE EXTENT PERMITTED, LITIGATION.
If any part of this class/representative waiver is unenforceable as to a particular claim, that claim must proceed in a court of competent jurisdiction only to the extent required, while all severable arbitrable claims proceed individually in arbitration.
Either party may bring an individual claim in small claims court if it qualifies and remains there. Either party may seek individual injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, security compromise, fraud, or misuse of intellectual property or systems. Nothing prevents a report to a government agency or exercise of a non-waivable statutory right.
You may opt out of this arbitration agreement within 30 days after
first accepting these Terms by sending a signed, individualized written
opt-out notice to [ARBITRATION OPT-OUT EMAIL / ADDRESS]
with your name, the email/phone associated with your account, and a
clear statement that you want to opt out of arbitration. Opting out of
arbitration does not affect the rest of these Terms. An opt-out is
effective only if timely received and reasonably verifiable.
Fees, costs, and procedures will be allocated under the provider’s consumer rules and applicable law. Agora Grove will not seek fees or costs that it may not lawfully seek from a consumer. The arbitrator may award relief available under applicable law on an individual basis.
Except to the extent preempted by the Federal Arbitration Act or
another applicable law, these Terms are governed by Florida law, without
regard to conflict-of-law rules. If a claim is permitted to proceed in
court, exclusive venue will be in the state or federal courts located in
[COUNTY], Florida, unless applicable law requires
otherwise.
Nothing in these Terms limits a right, remedy, warranty, forum, limitation period, or protection that cannot lawfully be waived or limited under the law that applies to you. If you reside in a jurisdiction with special consumer protections, those protections remain in effect to the extent required.
[LAWYER REVIEW: finalize county, state-specific savings language, California representative-action treatment, and any required consumer arbitration notices.]
We may provide notices electronically through the Services, your
account, email, text message where you have consented or where otherwise
lawful, or by posting on the Services. You are responsible for keeping
your contact information current. Legal notices to Agora Grove must be
sent to [LEGAL NOTICE ADDRESS / EMAIL], except that privacy
requests must follow the Privacy Policy and food-safety reports must
follow Section 5.
If you obtain the iOS app through Apple’s App Store:
Counsel note: Apple’s standard end-user license terms provide the source structure for this rider. Apple Standard EULA
These Terms and the incorporated policies are the entire agreement between you and Agora Grove about the Services, except for a separate written agreement you and Agora Grove sign. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will remain effective. A failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, financing, reorganization, sale of assets, or operation of the Services, subject to applicable law. Sections that by their nature should survive termination will survive, including payment, IP, disclaimers, liability limits, indemnity, disputes, and general terms.
| Version | Proposed effective date | Change |
|---|---|---|
| 0.1 | [EFFECTIVE DATE] |
Initial counsel-review draft. |