MGC Membership Agreement

Thank you for your interest in becoming a member of The Moringa Grower’s Co-op, Inc. (the “MGC”). This Membership Agreement will govern the relationship between you (as a member of the MGC) and the MGC. By joining the MGC as a member, you are agreeing to the terms and conditions set forth in this Membership Agreement. 

  1. About the MGC: Primary Purpose & Business Description. The Moringa Grower’s Co-op, Inc. is a worldwide cooperative association, whose primary business purpose is to grow, maintain, and process moringa trees for human, animal and plant consumption. The MGC relies on the producers and workers to provide information to the MGC to determine the best growing conditions and techniques to process moringa trees. The following Membership Agreement specifies how the MGC gathers data. The Digital Cooperative Business Platform for the benefit of the MGC’s members. The MGC’s Digital Cooperative Business Platform (the “MGC Data Platform”) is a unique business model that capitalizes on recent technological advancements. The MGC is an agricultural cooperative formed to find effective solutions to the growing opportunities and complexities of producing moringa trees around the world. The MGC Data Platform: the digital information relative to the moringa tree industry. The MGC Data Platform is the vehicle that delivers those solutions. Big picture, the MGC Data Platform is (and will be) designed to:

    1. Manage Data: The MGC Data Platform will provide its members a secure, private data repository that can be used to capture, collect, store, and organize all information relative to producer member’s moringa tree farming operations and worker member’s processing facilities. It is imperative for MGC members to provide as much information as possible to the MGC Data Platform.

    2. Extract Value from Data: The MGC Data Platform will be a secure, information network that will provide analysis and insights to its members and allow its members to share information back-and-forth with other members, members’ shareholders, and other authenticated third parties, while providing members simple methods for setting the parameters of data sharing.

    3. Govern Data: Unique to the MGC Data Platform business model is the cooperative business organization. As a cooperative, the MGC is owned by its members and will be governed by a Board of Directors (the “MGC Board”) elected by those members. The MGC Board will govern the MGC’s Data Platform: how and under what circumstances the data is used.

    4. Create Opportunities and Benefits for MGC Members: The ultimate goal of the MGC Data Platform is to utilize the advantages of the MGC cooperative business model to channel the opportunities created through an information network back to the party responsible for the information: the producers (growers) and the workers. 

      • Opportunities – Through the MGC Data Platform “sharecropping initiative” of an ever-growing digital footprint, the MGC will deliver: real solutions to digital “frequently asked questions” faced by growers and workers, including data analytics and insights based on state-of-the-art data science. Ex: When is the best time to harvest the seed pods?

      • Benefits – As a coop, the MGC will deliver real, bottom-line benefits to its members: access to industry-leading digital applications and tools offered on the MGC Data Platform (by the MGC and Moringa Tree Industry Partners™,) at discounted prices and more traditional coop benefits such as patronage. Ex: The Moringa Tree Professional Training Course Manual.

  2. Membership Agreement Terms and Conditions. You agree that Your activities as a member of the MGC shall be governed by this Membership Agreement. In addition, You agree to be bound by the terms set forth in the MGC’s Articles of Incorporation and Bylaws, as they now exist or may hereafter be amended, and all rules and regulations adopted from time to time by the MGC’s Board of Directors. You also acknowledge that you have been given a hard copy or electronic access to and have had an opportunity to read the MGC's Articles of Incorporation, Bylaws, and rules and regulations. 

 

  1. Membership Fee.  The annual Membership Fee to be a member of the MGC is $25. From time to time, and under certain circumstances, the MGC may offer promotional pricing in the form of a discounted annual Membership Fee to encourage potential MGC members to join the MGC. In regards to paying the annual Membership Fee, You agree that: (a) the MGC may automatically withdraw the sum of the annual membership fee; such amount to be withdrawn via bank ACH transaction (being an electronic funds transfer transaction submitted in accordance with the rules and procedure of the Automated Clearing House Association and the U.S. Federal Reserve Bank) or such other method - credit card payment or PayPal - as selected by You and agreed to by the MGC; and (b) You will provide the MGC with required information and/or documents sufficient to enable such withdrawal and to complete any payment transaction.  If the MGC is not, for any reason, able to secure Your annual Membership Fee, You acknowledge that Your membership in the MGC may be cancelled with immediate effect.  

 

From time to time, the MGC’s Board of Directors, may, however, establish an annual membership fee greater than or less than $25; such change in the annual Membership Fee will reflect the MGC’s then current operating budget and/or a change in the products included with MGC membership. If the annual Membership Fee set by the MGC’s Board of Directors is changed, You will be notified of such change. You acknowledge and agree that MGC may periodically change the amount of the annual Membership Fee, if and when the MGC’s Board of Directors set an annual Membership Fee greater than or less than the current annual Membership Fee of $25. As a condition to Your continued membership, You agree that payment by You of the then current annual fee will be required in accordance with the previous paragraph.  

 

  1. Membership Status. You represent and certify to the MGC that as a continuing condition of Your eligibility and ongoing membership in the MGC, You: (a) are and shall remain engaged in the production of moringa trees, or as a moringa tree worker in some capacity, either as a grower who produces and harvests your moringa trees as an income generating activity, or as an owner of land that is used in the production of moringa tree material (including leaves and seed pods); and (b) shall, on an ongoing basis, actively support the MGC’s Primary Purpose including, without limitation, enabling the MGC to manage Your Data pursuant to the terms hereof.  If, at any time, You are not able to comply with one or both of these membership requirements, You agree to notify the MGC as soon as possible and upon such notification (or upon the MGC’s reasonable determination that you are not in compliance), You agree that Your MGC membership will be cancelled (without any right of refund of any portion of Your membership fee).

 

  1. Tax Matters. Pursuant to Article X Section 4 of the MGC’s Bylaws, You consent to include in your gross income the stated dollar amount of any distribution to You of patronage dividends made in any qualified written notice of allocation and/or per-unit allocations when made in qualified per-unit retain certificates by the MGC in the tax year in which received as now or hereafter provided in the Federal tax laws.

 

  1. Your Data. Your Data is defined in this Membership Agreement as any and all data stored, uploaded, or otherwise provided by You, or a third party with Your consent and on Your behalf, included with any product or service offered to You by the MGC, whether the product or service is delivered to you by the MGC or the MGC’s Preferred Partner(s) (as defined in Paragraph 9. Provision of Services by the MGC, below). 

 

  1. Use and Management by the MGC of Your Data. The MGC’s use and management of Your Data is determined by the following two categories:

 

Protected Information: For the purposes of this Membership Agreement, Protected Information is any and all data/information in Your Data that contains Personally Identifiable Information. 

 

Personally Identifiable Information is any data/information that contains: (i) information about an individual and/or an individual’s family member(s), which a reasonable person would consider sensitive and/or private, including information such as, but not limited to, education, financial transactions, medical history, criminal or employment history, etc.; and/or (ii) information which can be used to distinguish or trace an individual's identity, such as name, social security number, address, phone number, email address, date and place of birth, mother's maiden name, biometric records, etc.; and

 

Generated Data: For the purposes of this Membership Agreement, Generated Data is any and all data/information in Your Data that is NOT Protected Information. Generated Data is “deidentified” data: any data that contains Personally Identifiable Data has been removed. Generated Data DOES NOT contain any Personally Identifiable Information that is directly attributable to You or Your farming/ranching operations.

 

  1. Protected Information: The MGC agrees that: (i) Your authorization to release Your Protected Information to any party shall require your prior consent which may or may not be withheld at Your sole discretion, except that the MGC may release certain data included in Your Protected Information to the MGC’s Preferred Partner(s), but only in instances in which you have subscribed to, or are otherwise using and/or accessing, services provided by a particular MGC Preferred Partner(s) in conjunction with your MGC Membership and, in those particular instances, only to the extent necessary (i.e. the data released is limited to only those certain data required for the particular service to function or operate); (ii) The MGC SHALL NOT extract, compile, synthesize, assimilate, analyze, gather, reassemble, or use, any of Your Protected Information; (iii) other than as provided in (i), above, the MGC SHALL NOT distribute any of Your Protected Information; and (iv) Your permission to release Your Protected Information shall terminate upon your written request or otherwise immediately upon the cancellation or cessation of Your membership in the MGC for any reason whatsoever.   

 

  1. Generated Data: You acknowledge and agree that: (i) the MGC shall have the right to extract, compile, synthesize, assimilate, analyze, gather, reassemble and thereafter use and distribute any and all Generated Data; (ii) Generated Data shall be owned by the MGC; and (iii) the MGC may use any and all Generated Data for any lawful purpose.

 

(1) Generated Data Opt-Out: The MGC is committed to moringa growers and moringa workers “getting the most out of their data”. For growers and workers to realize the full potential of their moringa tree industry operation data, that data must be combined with other growers’ and workers moringa tree industry data. The sum is greater than parts. However, the MGC, is a cooperative that serves its members. If a member prefers that their data not be included in any Generated Data, the member has the option to “Opt-Out”. 

If You choose to opt-out, Your Data will not be included in any Generated Data. Please keep in mind that opting-out may affect the services and benefits the MGC provides to You, including the availability and pricing of products and membership benefits. 

To opt-out, please email Kendrick Henry, the MGC’s Founder &President, at  

Grow@MoringaGrowersCoop.org; please include:

(i) “Opt-Out” in the email’s subject; (ii) Your name; (iii) Your Member ID; and (iv) Your request to opt-out. 

The MGC will contact You by email within five business days to confirm your opt-out preference. 

  1. Additional Service Offerings.  In addition to the Primary Purpose of the MGC as discussed in Paragraphs 1 – 7, above, and the provision of services to be provided by the MGC in connection therewith, the MGC may make available to You, if You so elect, at an additional charge, information management, sharing, and marketing services, including: (a) the availability of a secure cloud based central information repository that, in part, permits You (and Your authorized third parties) to store and access Your Information; (b) a networking system that, in part, permits you to share and/or market Your information with others, including the MGC; and (c) data analysis products and services that are designed to provide insights to a particular aspects of farm/ranch operation (collectively “Additional Service Offerings”). The provision of such Additional Service Offerings shall be contingent upon You first entering into a separate agreement and making payment of the applicable fees associated with the provision of such Additional Service Offerings.

 

  1. Provision of Services by the MGC.  You acknowledge and agree that the services to be offered by, or through, the MGC, including those services provided pursuant to or otherwise in connection with this Membership Agreement, whether those services are available as a feature(s) of Your MGC Membership or are additional services offered by the MGC to its members for purchase, shall be provided by the MGC and/or MGC’s Preferred Partners. You further agree that You will, or the MGC may, make available Your Data and other information directly to the MGC’s Preferred Partner(s), subject to Paragraph 7. Use and Management by the MGC of Your Data, above.  

 

For the purposes of this Membership Agreement, an MGC Preferred Partner shall mean a third-party technology vendor or service provider who has:

 

  1. A digital, data-driven product or service identified by the MGC as a product or service with the capability(ies) of solving real issues MGC members face in their farming/working operations, or otherwise makes a positive impact on those operations;

 

  1. Similar values as the MGC and its members in regards to the treatment of growers’ and workers’ operational data by the technology firms that provide growers digital tools as evidenced by: (i) the formal relationship entered into by the third-party with the MGC; and (ii) the particular third-party’s end-user agreement that governs the growers’ and worker’ use of the product/service and the third-party’s treatment of the growers’ and workers’ private and/or proprietary information (agreements that typically have titles such as: “Terms of Service”, “Terms of Use”, “Privacy Policy”) being reasonably congruent with both this Membership Agreement and the MGC’s own end-user agreement in place at the time; and 

 

  1. Entered into an agreement with the MGC for the specific purposes of: (i) offering their product or service to the MGC members at a discounted price (a price below the standard retail price for the particular product/service); (ii) offering their product/service exclusively to MGC members; and/or (iii) making their product/service available to the MGC members as a feature of the MGC

   Data Platform (as defined in Paragraph 1. About the MGC: Primary Purpose & Business Description, above)

 

The MGC’s objective in establishing Preferred Partners and offering those Preferred Partners’ products and services to the MGC members through the MGC’s Moringa Tree Industry Partners™, is to bring proven, best-in-class technology tools and services to its producer-members and worker-members, specifically for the purposes of: (i) consolidating the (digital) location(s) of such tools and services; (ii) consolidating growers’ operational data into a single, convenient and functional source, whether that data is consumed by the particular tool or service or is generated by it; and (iii) offering agricultural technology tools and services that enable growers to get the most out of their data. 

 

You agree and acknowledge that while the MGC will provide due diligence in assessing candidates to be included as Preferred   in the MGC’s Moringa Tree Industry Partners™, the particular third-party’s end-user agreement will EXCLUSIVELY govern both Your use of the product/service and the third-party’s policy related to the treatment of the data consumed and/or generated by its product/service. You agree to hold the MGC harmless from any and all disputes, claims, or other actions, real or imagined, between You and any Preferred Partner third-party. 

 

  1. Termination of Membership.  You agree that any membership certificate or other document delivered to You pursuant to MGC’s Bylaws shall be surrendered to the MGC should You voluntarily or involuntarily cease to be a member of the MGC and shall become void upon Your death or otherwise as permitted in accordance with the Bylaws.  In addition, Your membership may be revoked by the MGC as specifically provided for herein or for failure of You to observe its Bylaws, the terms of this Membership Agreement, and/or any other contractual obligations made by You to the MGC including, but not limited to, the withdraw of Your authorization to make Your Data available to the MGC pursuant to Paragraph 9, above.

 

You may cancel Your membership in the MGC by providing the MGC with written notice no later than 30 days prior to Your annual anniversary date of joining the MGC.  

 

  1. Assignment.  You agree that this Membership Agreement is personal to You and neither this Membership Agreement nor any of Your rights or duties hereunder can be assigned, sublicensed, sold, or otherwise transferred by You.

 

  1. Governing Law and Jurisdiction.  This Membership Agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of law principles.

 

  1. Arbitration. If a dispute arises relating to this Membership Agreement, You agree that such dispute shall be submitted to binding arbitration in accordance with this Paragraph 13.  The arbitration shall be conducted in St. Petersburg, Florida and shall be administered pursuant to the American Arbitration Associations commercial dispute resolution process then in effect. The decision of such arbitrator(s) shall be final and binding and as such the parties agree to waive the right to submit the dispute for determination by a court and thereby also waive the right to a jury or court trial.  Each party shall bear the cost of its own attorney’s fees and costs, unless otherwise awarded by the arbitrator(s).   

 

  1. Signing Authorization.  If You are entering into this MGC Membership Agreement on behalf of a partnership, corporation, or other legal entity (each an “Entity”), You represent that You have the full power and authorization to enter into this Membership Agreement and join the MGC, in accordance with the terms hereof, on behalf of the Entity.    

 

 

               

  

 

 The Moringa Grower’s Co-op, Inc.

 

Your offer to join the MGC shall be evidenced by:

 

  1. Paper copy: (i) Your completing the requested information and signing this Membership Agreement; and (ii) returning to the MGC a signed copy of this Membership Agreement, either physically or electronically.  

 

Your acceptance into the MGC shall thereafter be evidenced by the MGC counter-signing Your Membership Agreement; and either: (i) returning a fully signed copy of this Membership Agreement to You, either physically or electronically; or (ii) sending You the “New Member Welcome” email to the email address You provide on the Membership Application.

 

  1. Electronic copy: Your successful completion of the information requested on the Membership Application form located on the MGC’s website (https://www.MoringaGrowersCoop.org) and signing the Membership Agreement, by submitting the completed form.

 

Your acceptance into the MGC shall thereafter be evidenced by the “New Member Welcome” email from the MGC to the email address You provide on the Membership Application. This includes circumstances in which the email is not delivered for technical reasons. In the event, the MGC is, or becomes aware, the “New Member Welcome” email has not been delivered, the MGC will use alternative means to reach out to You and acknowledge Your acceptance into the MGC.

 

The MGC shall store an electronic copy of Your completed and signed Membership Application/Membership Agreement. An electronic copy can be provided to You upon request. Please email: Grow@MoringaGrowersCoop.org to request a copy.

 

 

 

 

 

 

 

You:

 

                  ___________________________________                                                          ___________________________________

                  Printed Name                                                                                                          Signature 

 

                  ___________________________________                                                          ___________________________________

                  Entity Name, if applicable                                                                                       Street Address 

                            

 

                  ___________________________________                                                          ___________________________________

                  City                                                                                                                          State                                            Zip Code

 

                                                    

 

 

 

 

                  ___________________________________                                                          ___________________________________

                  Title, if applicable                                                                                                    Social Security or Federal ID Number

 

                  ___________________________________                                                           

                  Date                                                                                                                                                                                                         

                                                               

 

               

  

 

                            

 

 

 The Moringa Grower’s Co-op, Inc.

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For Cooperative Use Only:  Acceptance of Your membership into the Grower Information Services Cooperative:

 

 

Receipt of Notice and Approval of Your Application for Membership into The Moringa Grower’s Co-op, Inc.

 

For Cooperative Use Only:

 

Name of Applicant:                                  

 

Date of Receipt of Applicants signed 

_____________________________________

Cooperative Membership Agreement: 

 

Acceptance of Applicant as 

_____________________________________

Member of Cooperative:                         

 

yes: ___; no:___; Date: __________________

Cooperative Acceptance / Signature:      

 

_____________________________________ 

Printed Name:                                       

_________________________________

© 2020 by The Moringa Growers' Co-op, Inc.