Terms & Conditions

1. Eligibility and Authority

The Services are intended primarily for agricultural producers, growers, vineyards, wineries, processors, prospective purchasers, agricultural businesses, and other legitimate industry participants acting for commercial or professional purposes.

You must be at least 18 years old and legally capable of entering into a binding agreement. If you submit information concerning property, crops, agricultural products, a business, or another person or entity, you represent that you are authorized to provide that information to Open Row.

2. Current Services

Open Row currently provides agricultural technology, information-management, onboarding, discovery, communication, and related data services. Open Row may:

• collect information voluntarily supplied by growers, vineyards, producers, wineries, buyers, and other industry participants;
• organize information concerning farms, vineyards, blocks, crops, varieties, acreage, estimated production, available tonnage, harvest timing, farming practices, certifications, location, historical information, pricing information voluntarily supplied, and related agricultural data;
• create and maintain grower, vineyard, property, crop, demand, and availability profiles;
• normalize, categorize, summarize, and organize submitted information;
• make appropriate portions of information available privately to prospective industry participants for discovery and informational purposes;
• surface potential opportunities and introduce appropriate industry participants to one another;
• enable or assist direct communications between industry participants; and
• develop technology intended to improve agricultural market access and the flow of information between growers, wineries, buyers, and other industry participants.

Grower, property, crop, and availability profiles are not currently made publicly available as an open public marketplace. Open Row may share selected information privately with appropriate prospective industry participants as part of its discovery and introduction functions.

3. What Open Row Does Not Currently Do

Under its current operating model, Open Row does not:

• purchase or sell agricultural commodities;
• take title to agricultural products;
• take possession, custody, or control of agricultural products;
• purchase agricultural products for resale;
• receive agricultural products on consignment;
• act as the contractual seller or purchaser;
• negotiate price, quantity, payment terms, delivery terms, acceptance standards, quality specifications, or other transaction terms on behalf of a user;
• accept or reject offers on behalf of growers, buyers, or other users;
• enter into purchase or sale agreements on behalf of users;
• take orders for agricultural commodities on behalf of a seller;
• collect or disburse purchase funds between buyers and sellers;
• hold transaction proceeds in escrow;
• guarantee payment by a buyer or performance by a seller;
• charge a commission, percentage-of-sale fee, success fee, or other compensation contingent upon the completion or value of an agricultural commodity transaction; or
• provide legal, tax, financial, agronomic, viticultural, appraisal, inspection, certification, brokerage, or other regulated professional services.

4. Grower Information and Onboarding

If you submit grower, vineyard, farm, property, crop, availability, or related agricultural information to Open Row (“Grower Information”), you represent and agree that:

1. you are authorized to provide the information;
2. the information is accurate to the best of your knowledge when submitted;
3. production, yield, availability, harvest timing, Brix, chemistry, price indications, crop estimates, acreage, certifications, farming practices, and similar information may change;
4. you will use commercially reasonable efforts to notify Open Row of material changes when reasonably practicable;
5. submission does not guarantee a buyer, inquiry, transaction, offer, sale, price, placement, or other commercial result;
6. Open Row may organize, normalize, categorize, summarize, format, and present submitted information consistent with these Terms;
7. Open Row may contact you to clarify, verify, correct, or update information;
8. Open Row may privately share appropriate portions of your profile or submitted information with potential buyers, wineries, processors, or other appropriate industry participants for discovery purposes; and
9. Open Row may decline to publish, correct, suspend, archive, remove, or limit use of a profile or item of information in its reasonable discretion.

5. Profiles and Availability Information Are Informational

A grower, vineyard, crop, buyer-need, property, or availability profile communicated through Open Row is provided for discovery and informational purposes.

A profile or availability notice is not an offer by Open Row to sell a product. An indication of availability is not a guarantee that the product remains available. An asking price, target price, historical price, or other pricing information supplied by a user is informational only and is not an appraisal, valuation, or price recommendation by Open Row.

A buyer inquiry or expression of interest does not constitute an accepted purchase agreement, and an Open Row introduction does not create contractual obligations or an agency relationship.

6. Introductions and Direct Communications

Open Row may introduce one industry participant to another, provide contact information, communicate nonbinding expressions of interest or stated availability, or otherwise help users discover potentially relevant commercial relationships.

Open Row does not have authority to bind either party. After an introduction, the parties are responsible for communicating directly with one another and independently negotiating any commercial relationship.

7. Transactions Are Directly Between Users

Any purchase, sale, supply arrangement, grape contract, crop contract, processing arrangement, transportation arrangement, bulk-wine transaction, or other commercial agreement arising after an Open Row introduction is solely between the applicable contracting parties unless Open Row expressly signs a separate written agreement stating otherwise.

Those parties—not Open Row—are solely responsible for negotiating and agreeing upon price, quantity, specifications, quality, maturity, chemistry, payment, credit, harvest obligations, delivery, transportation, risk of loss, inspection, rejection, acceptance, insurance, force majeure, regulatory requirements, taxes, liens, security interests, warranties, remedies, and all other commercial terms.

8. No Agency, Brokerage, or Fiduciary Relationship

Open Row’s collection of information, maintenance of profiles, communication of availability or buyer needs, technological matching, transmission of nonbinding information, or introduction of one industry participant to another does not appoint Open Row to act on behalf of that participant.

No user appoints Open Row as its agent, representative, fiduciary, purchasing agent, sales agent, commission merchant, or other transactional representative merely by using the Services.

Users may not represent that Open Row has authority to negotiate, accept, reject, execute, or otherwise bind another party to a transaction unless Open Row has expressly granted such authority in a separate written agreement after any applicable legal and regulatory requirements have been addressed.

9. Fees

Open Row does not currently receive commissions, percentage-of-sale compensation, success fees, or other compensation based on the completion or value of agricultural commodity transactions resulting from its onboarding, information, discovery, or introduction services.

Open Row may in the future establish lawful subscription fees, technology fees, onboarding fees, membership fees, advertising fees, data-service fees, or other non-transaction-based charges. Any such fees will be disclosed before becoming applicable.

Any future transaction-based compensation structure will be subject to separate legal and regulatory review and may require supplemental terms.

10. User Due Diligence

Users must conduct their own due diligence before entering into any transaction or commercial relationship. Depending on the transaction, users should independently confirm matters including:

• ownership and authority to sell or purchase;
• identity and legal status of the contracting party;
• variety, clone, rootstock, acreage, and plant material;
• estimated and actual tonnage;
• crop condition, quality, maturity, Brix, chemistry, and analytical information;
• farming practices and certifications;
• AVA, vineyard designation, origin, and provenance claims;
• price and payment terms;
• harvest timing, transportation, and delivery;
• insurance coverage;
• liens and security interests;
• purchase, supply, or other contracts; and
• applicable legal and regulatory requirements.

11. No Independent Verification or Transaction Guarantee

Unless Open Row expressly states otherwise in writing, Open Row does not independently inspect or certify crops, vineyards, properties, agricultural products, growers, buyers, wineries, processors, laboratories, transportation providers, or other industry participants.

Open Row does not warrant or guarantee:

• a prospective buyer’s creditworthiness or ability to pay;
• a grower’s or seller’s ability to perform;
• crop quantity, yield, condition, quality, maturity, or availability;
• vineyard or property characteristics;
• provenance, ownership, farming practices, certifications, or regulatory status;
• laboratory, Brix, chemistry, pricing, or harvest information;
• representations made by another user; or
• successful completion of any transaction.

12. Grower-Submitted Content and Data Rights

As between Open Row and the submitting user, the user retains ownership of its underlying proprietary Grower Information.

By submitting information to Open Row, you grant Open Row a non-exclusive, worldwide, royalty-free license to host, store, reproduce, format, organize, normalize, categorize, analyze, summarize, communicate, and display that information to the extent reasonably necessary to provide, operate, secure, maintain, and improve the Services and to perform activities reasonably consistent with the purpose for which the information was submitted.

This license does not transfer ownership of your underlying proprietary farm, vineyard, crop, or business information to Open Row.

13. Public Information, Platform Structure, and Derived Information

Open Row may independently obtain and use information that is publicly available or lawfully obtained from sources other than the submitting user.

Open Row owns its proprietary platform elements, including database architecture, schemas, taxonomies, software, algorithms, workflows, interfaces, search methods, categorizations, organization, presentation, and other technology and intellectual property.

Open Row may create aggregated, statistical, analytical, or deidentified information derived from the Services. To the extent such information does not identify a particular user or disclose information Open Row has expressly agreed in writing to keep confidential, Open Row may use it to operate, analyze, improve, and develop its Services.

14. Confidential Information

Users should not submit information for discovery purposes that they are unwilling to have communicated to appropriate prospective industry participants.

Information specifically and conspicuously identified as confidential will not ordinarily be shared for discovery purposes without authorization. However, designating information as confidential does not by itself create a separate nondisclosure agreement or impose confidentiality obligations beyond these Terms.

Open Row does not promise absolute confidentiality unless Open Row expressly agrees to do so in a separate written confidentiality or nondisclosure agreement. Open Row may offer separate confidentiality agreements when the nature of an engagement reasonably warrants one.

15. Data Retention; Profile Corrections and Removal

Open Row retains information for as long as reasonably necessary to provide and improve the Services, maintain accurate agricultural and relationship records, support legitimate historical continuity, comply with legal obligations, resolve disputes, protect the Services, and enforce agreements. Retention periods may vary depending on the nature and purpose of the information.

Season-specific availability information may be archived, marked inactive, or otherwise removed from active discovery when Open Row reasonably determines it is no longer current. Historical information may be retained internally where reasonably useful or necessary.

Open Row may periodically review inactive profile information for deletion, deidentification, aggregation, or continued legitimate retention. When information is no longer reasonably necessary, Open Row may delete, deidentify, or aggregate it.

A grower or other authorized representative may request correction of profile information or withdrawal of a profile from active discovery by contacting micah@openrowmarket.ag. Open Row may verify the requester’s authority before making a material change.

Removal from active discovery does not necessarily require immediate deletion of every historical, archival, backup, legal, security, dispute-resolution, or deidentified record.

16. Artificial Intelligence and Automated Systems

Open Row is developing and may, as particular capabilities are activated, use software, artificial intelligence, machine learning, automated systems, databases, and human review to assist with onboarding, information organization, summaries, categorization, search, communications, and the identification of potentially relevant profiles or opportunities.

Automated or AI-assisted information may contain errors and should not be treated as professional advice, an appraisal, valuation, inspection, certification, prediction, transaction recommendation, or guarantee concerning a crop, vineyard, grower, buyer, price, quality, quantity, availability, or commercial outcome.

Users should independently verify material information before relying on it.

17. Communications by Phone, Text, and Email

When you provide contact information to Open Row and, where presented, check an authorization box or otherwise affirmatively consent, you authorize Open Row to contact you by phone, text message, or email for the purposes described in that consent, including confirming crop availability, updating profile information, responding to inquiries, coordinating introductions, and providing service-related communications.

Open Row will seek any additional consent required by applicable law before sending communications that require separate marketing or automated-message consent. Where applicable, you may opt out of marketing communications using the instructions provided in the communication.

18. Permitted Use

You may use the Services only for legitimate commercial, agricultural, informational, onboarding, research, or discovery purposes consistent with these Terms and applicable law.

Open Row grants you a limited, revocable, non-exclusive, non-transferable right to access and use the Services for those purposes.

19. Prohibited Conduct

You may not:

• provide information you know is materially false, fraudulent, or misleading;
• impersonate another person or business or submit information without appropriate authority;
• use the Services for fraud or unlawful activity;
• interfere with, disrupt, damage, or attempt unauthorized access to the Services;
• introduce malware or harmful code;
• scrape, harvest, copy, or systematically extract Open Row data except as expressly authorized;
• use Open Row proprietary information to construct a competing database or service in violation of applicable law or contractual restrictions;
• reverse engineer software except where applicable law expressly permits it;
• infringe intellectual-property, privacy, publicity, contractual, confidentiality, or other rights;
• misuse another user’s confidential information;
• represent that Open Row is your agent or has agreed to transaction terms on your behalf; or
• use the Services in a manner that could subject Open Row or another party to unlawful activity or regulatory obligations inconsistent with the Services being provided.

20. Privacy

Open Row’s collection and use of personal information is also governed by its Privacy Policy, available at www.openrowmarket.ag/privacypolicy.

If these Terms and the Privacy Policy address different subject matter, each applies to its respective subject matter.

21. Compliance With Applicable Laws

Each user is responsible for complying with laws and regulations applicable to its own business and transactions, including where applicable laws concerning agricultural commodities, food safety, certification claims, alcoholic beverages, contracts, taxation, employment, transportation, weights and measures, marketing claims, licensing, permits, and interstate commerce.

Open Row does not assume a user’s regulatory obligations merely because that user uses Open Row for onboarding, information management, communication, or discovery.

22. Bulk Wine

Open Row’s website may reference bulk wine and may collect information, expressions of interest, or buyer needs concerning bulk wine during its soft launch and market-development activities.

Those activities are limited to information gathering, discovery, communications, and potential introductions. Open Row does not currently act as an agent in the purchase or sale of wine, negotiate wine transactions on behalf of another party, accept wine orders, handle wine-sale proceeds, or charge a commission or transaction-based fee in connection with the purchase or sale of wine.

References to bulk wine on the website do not constitute an offer by Open Row to provide regulated alcoholic-beverage brokerage, wholesale, transaction, or agency services.

Before Open Row activates any future service involving regulated alcoholic-beverage activity, Open Row may require additional licenses, approvals, agreements, eligibility requirements, procedures, or supplemental terms.

23. Third-Party Services and Links

The Services may contain links to or integrations with third-party websites, software, laboratories, mapping services, communications providers, data sources, or other services.

Open Row does not control and is not responsible for third-party services, their availability, accuracy, security, or their terms and privacy practices. Your use of third-party services may be governed by separate agreements with those providers.

24. Suspension and Termination

Open Row may restrict, suspend, archive, remove, or terminate access to the Services or a profile where Open Row reasonably believes that:

• these Terms have been violated;
• information is materially inaccurate, unauthorized, fraudulent, or misleading;
• continued availability presents legal, regulatory, security, reputational, or operational risk;
• another person’s rights may be violated; or
• action is reasonably necessary to protect Open Row, its users, or the integrity of the Services.

Provisions that by their nature should survive termination will survive, including provisions concerning intellectual property, data rights, transactions, disclaimers, liability limitations, indemnification, and governing law.

25. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

Open Row does not warrant that the Services will be uninterrupted, error-free, secure, complete, current, or suitable for every user’s particular purpose.

To the maximum extent permitted by law, Open Row disclaims warranties of merchantability, fitness for a particular purpose, title, noninfringement, and warranties arising from course of dealing or usage of trade.

No information obtained through Open Row constitutes a warranty concerning a crop, agricultural product, grower, buyer, winery, property, transaction, price, commercial opportunity, or business result.

26. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPEN ROW AND ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, CROP LOSS, FAILURE OF A TRANSACTION, NONPAYMENT BY A BUYER, OR FAILURE OF A SELLER TO PERFORM, ARISING FROM OR RELATING TO THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPEN ROW’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) $500 OR (B) THE AMOUNT THE CLAIMING USER PAID DIRECTLY TO OPEN ROW FOR THE APPLICABLE SERVICES DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of legal theory and even if Open Row has been advised that damages are possible. They do not exclude or limit liability that applicable law does not permit Open Row to exclude or limit.

27. Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Open Row and its affiliates, members, managers, officers, directors, employees, and contractors from third-party claims, liabilities, damages, judgments, losses, and reasonable costs and attorneys’ fees arising from or relating to:

• information or content you submit;
• your agricultural or commercial activities;
• a transaction between you and another person;
• your breach of these Terms;
• your violation of applicable law;
• your infringement or violation of another person’s rights; or
• your fraud, misrepresentation, or misconduct.

Open Row will provide reasonable notice of covered claims and may control the defense of a claim where appropriate.

28. Future Services

Open Row is developing additional agricultural technology and market-access capabilities. Future services may involve legal, regulatory, licensing, payment, transaction, logistics, financing, tax, agricultural, or alcoholic-beverage requirements materially different from the current Services.

These Terms do not automatically authorize Open Row to engage in future regulated activities.

Before activating additional services, Open Row may obtain licenses or approvals, modify its operating structure, adopt revised Terms, require supplemental agreements, implement transaction-specific contracts, establish additional user qualifications or controls, or impose additional fees.

29. Changes to the Services or These Terms

Open Row may modify the Services as its business develops and may update these Terms from time to time. Updated Terms will identify their effective date and will be made available through the website or otherwise communicated where required.

If a change materially affects existing contractual rights, Open Row will provide notice as required by applicable law. Continued use of the Services after revised Terms become effective constitutes acceptance to the extent permitted by law.

30. Governing Law and Venue

These Terms and disputes arising from or relating to them are governed by the laws of the State of California, without regard to conflict-of-laws principles, except to the extent federal law controls a particular issue.

To the extent permitted by applicable law, any judicial proceeding arising out of or relating to these Terms will be brought exclusively in the state courts located in Marin County, California, or, where federal subject-matter jurisdiction exists, in the United States District Court for the Northern District of California. Each party consents to the personal jurisdiction of those courts.

These Terms do not presently require mandatory arbitration and do not contain a predispute class-action waiver or contractual jury-trial waiver.

31. General Terms

Severability

If any provision of these Terms is held unlawful or unenforceable, that provision will be enforced to the maximum extent permitted or, if necessary, severed without affecting the remaining provisions.

No Waiver

Open Row’s failure to enforce a provision of these Terms does not waive its right to enforce that provision or any other provision later.

Assignment

You may not assign your rights or obligations under these Terms without Open Row’s prior written consent. Open Row may assign these Terms in connection with a merger, financing, reorganization, sale of substantially all relevant assets, change of control, or transfer of the applicable business, subject to applicable law.

Entire Agreement

These Terms, the Privacy Policy, and any applicable supplemental written agreement constitute the agreement between you and Open Row concerning the Services addressed by them. A separate written agreement addressing a particular service or subject matter will control to the extent of a direct conflict concerning that subject matter.

Nothing in these Terms modifies the terms of an agricultural purchase, sale, supply, or other commercial agreement entered into directly between users.

32. Contact

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