Terms of service.

These Terms of Service (the "Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you", "User"), and Jiemerald Group S.A.R.L., a company organized under the laws of Agadir, Morocco ("Company", "we", "us", or "our"), concerning your access to and use of the website located at jiemeraldgroup.com together with any related applications, sub-domains, content, tools, services and information made available thereon (collectively, the "Services").

By accessing, browsing, registering with, or otherwise using the Services, you expressly acknowledge that you have read, understood, and unconditionally agree to be bound by these Terms, our Privacy Policy and our Cookie Policy, each incorporated herein by reference. If you do not agree with all of these Terms, then you are expressly prohibited from using the Services and you must discontinue use immediately.

Supplemental terms, conditions, policies, guidelines, or rules posted on the Services or otherwise communicated to you in writing from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. Continued use of the Services after the posting of revised Terms constitutes your acceptance of such changes.

The Services are intended for users who are at least eighteen (18) years of age, or the age of legal majority in their jurisdiction, whichever is greater. By using the Services you represent and warrant that: (a) you have the legal capacity and you agree to comply with these Terms; (b) you are not a minor in the jurisdiction in which you reside; (c) you will not access the Services through automated or non-human means; (d) you will not use the Services for any illegal or unauthorized purpose; and (e) your use of the Services will not violate any applicable law or regulation.

If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such entity to these Terms, in which case "you" and "your" shall refer to such entity.

The Services, including all product information, recipes, technical data sheets, certifications, photographs and pricing indications, are intended exclusively for professional users acting in the course of a business, trade, craft or profession (importers, distributors, retailers, food-service operators, private-label brand owners, brokers and similar). The Services are not directed at consumers within the meaning of EU Directive 2011/83/EU, the U.S. consumer protection statutes or analogous legislation, and no consumer-protection rights (including statutory rights of withdrawal applicable to distance contracts) shall apply.

The Services do not constitute an offer to sell, supply, ship or deliver any product. Any product listing, brochure, datasheet or quotation is an invitation to treat only. A binding sale arises only upon execution of a written supply or framework agreement and/or our written confirmation of a specific purchase order.

Unless otherwise indicated, the Services and all source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics, recipes, formulations, technical specifications, datasheets, marks, logos and trade dress on the Services (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by the Company or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of Agadir, Morocco, international copyright laws, and international conventions.

The Content and Marks are provided on the Services "AS IS" for your information and personal, non-commercial use only. Except as expressly provided in these Terms, no part of the Services, Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, reverse-engineered, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

User-generated content license. By submitting any communication, feedback, suggestion, idea, request for proposal, photograph, or other material to us via the Services or by email ("User Content"), you grant the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content in any media for any lawful business purpose, without compensation, attribution or further authorization. You waive any moral rights in such User Content to the fullest extent permitted by law.

You may not access or use the Services for any purpose other than that for which we make them available. As a user of the Services, you agree not to:

• Systematically retrieve data or other content to create or compile, directly or indirectly, a collection, compilation, database, or directory.
• Trick, defraud, or mislead us or other users, including any attempt to learn sensitive account information.
• Circumvent, disable, or otherwise interfere with security-related features of the Services.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use any information obtained from the Services to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations, including export control laws, sanctions and embargoes.
• Engage in unauthorized framing of or linking to the Services; upload or transmit viruses, Trojan horses, or other material that interferes with any party's uninterrupted use and enjoyment of the Services.
• Engage in any automated use of the system, such as using scripts to send comments, messages, or use any data mining, robots, or similar data gathering and extraction tools.
• Attempt to bypass any measures designed to prevent or restrict access to the Services, or any portion thereof.
• Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

The Services may contain links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, designs, music, sound, video, information, applications, software, and other content originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of, or contained in, the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us.

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any User Content or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

These Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. We may terminate your use or participation in the Services or delete any content or information that you posted at any time, without warning, in our sole discretion.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services.

These Terms and your use of the Services are governed by and construed in accordance with the laws of Agadir, Morocco, without regard to its conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS. You and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or to the use of the Services (collectively, "Disputes"), shall be resolved exclusively by final and binding individual arbitration, except that each party retains the right (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

The arbitration shall be administered by a recognized arbitration body in Agadir, Morocco in accordance with its then-current rules. The arbitration shall be conducted by a single arbitrator. The seat and legal place of arbitration shall be Agadir, Morocco and the language of the arbitration shall be English. The arbitrator's award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

CLASS ACTION WAIVER. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION OR PROCEEDING. Further, unless both you and the Company agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Mandatory Arbitration section shall be null and void.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to info@jiemeraldgroup.com within thirty (30) days after first becoming subject to these Terms. Your notice must include your name and address and a clear statement that you want to opt out of this arbitration agreement.

THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We make no warranties or representations about the accuracy or completeness of the Services' content or the content of any websites linked to the Services and we will assume no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Services, (3) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (4) any interruption or cessation of transmission to or from the Services, (5) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Services by any third party, and/or (6) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Services. Product information, specifications, recipes and certifications shown on the Services are descriptive only and shall not constitute a binding offer or specification unless expressly confirmed in a separate written supply contract.

IN NO EVENT WILL THE COMPANY OR ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF (A) THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING, OR (B) ONE HUNDRED EUROS (EUR 100.00). CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

You agree to defend, indemnify, and hold harmless the Company, its parent, subsidiaries, affiliates, and all of their respective officers, agents, partners, employees, licensors, representatives, and third-party providers, from and against any loss, damage, liability, claim, demand, judgment, award, fine, penalty, cost or expense, including reasonable attorneys' fees and expenses (collectively "Claims"), made by any third party due to or arising out of: (1) your User Content; (2) use of the Services; (3) breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such Claims. We will use reasonable efforts to notify you of any such Claim, action, or proceeding subject to this indemnification upon becoming aware of it.

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES.

All commercial supply of products by Jiemerald Group S.A.R.L. is governed by a separate written supply contract, framework agreement, distribution agreement and/or order confirmation (collectively, the "Supply Contract") executed between the parties. In the event of any conflict between these Terms and a Supply Contract, the Supply Contract shall prevail with respect to the supply relationship. Unless otherwise agreed in writing, deliveries are made on the Incoterms® 2020 basis specified in the relevant order confirmation.

Product specifications, organoleptic descriptions, photographs, recipes, nutritional values, shelf-life indications and certifications shown on the Services are indicative and may evolve due to seasonality, raw-material availability, regulatory changes or production improvements. Binding specifications are exclusively those set out in the agreed product specification sheet attached to the Supply Contract. Samples are provided for assessment only and do not constitute a sale by sample within the meaning of any applicable commercial code.

We operate our production and export activities in accordance with applicable food-safety standards, including HACCP principles, and where applicable ISO 22000, IFS Food, BRCGS, FSSC 22000 and other internationally recognized certifications, as well as Moroccan ONSSA requirements and, for products destined to the European Union, Regulation (EC) No 178/2002, Regulation (EC) No 852/2004 and Regulation (EC) No 853/2004. The User (including importers, distributors and food-business operators taking delivery of our products) acknowledges that it is independently responsible for: (a) verifying compliance of imported products with the laws and regulations of the country of destination, including labelling, language, allergen declarations, novel-food, additive and contaminant requirements; (b) maintaining one-step-back / one-step-forward traceability records; (c) implementing appropriate cold-chain, storage and handling conditions; and (d) cooperating in good faith with any withdrawal or recall action. Any deviation from agreed storage, transport or handling conditions releases us from liability for resulting non-conformity.

The User represents and warrants that it is not, and is not owned or controlled by, and will not act on behalf of, any person or entity that is the subject of trade sanctions, export controls or restrictive measures imposed by the United Nations, the European Union, the United Kingdom, the United States (including OFAC), the Kingdom of Morocco or any other competent authority. The User shall not export, re-export, supply or otherwise make available any product obtained from us in violation of applicable export-control or sanctions laws, nor to any prohibited destination or end-user. The User shall comply at all times with applicable anti-bribery, anti-corruption and anti-money-laundering legislation, including the Moroccan Penal Code, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.

Neither party shall be liable for any failure or delay in performance of its obligations (other than payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, natural disasters, drought, storms at sea, fishing-quota restrictions or moratoria, epidemics or pandemics, war, terrorism, civil unrest, embargoes, sanctions, governmental orders, customs or border closures, port strikes, energy or fuel shortages, raw-material scarcity, cyber-attacks, or failures of telecommunications or transport infrastructure ("Force Majeure"). The affected party shall notify the other party promptly. If a Force Majeure event continues for more than ninety (90) consecutive days, either party may terminate the affected order without liability.

Information exchanged between the parties in connection with private-label development, requests for quotation, product specifications, recipes, formulations, pricing, customer lists and trade routes is treated as confidential. Each party shall use such information solely for the purpose for which it was disclosed, protect it with no less care than it uses for its own confidential information of like importance, and not disclose it to third parties without the disclosing party's prior written consent, save to its employees, professional advisors and authorized sub-contractors bound by equivalent obligations. These obligations survive termination for a period of five (5) years.

These Terms and any policies or operating rules posted by us on the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms or use of the Services.

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: Jiemerald Group S.A.R.L., Agadir, Morocco — info@jiemeraldgroup.com.