Terms of Service
& Privacy Policy

Terms of Service Protege Co-Operative Solutions LLC

Effective Date: 2/16/2025

1. Introduction

Protege Co-Operative Solutions LLC (“Protege Co-Op,” “we,” “our,” or “us”) is a business-to-business (B2B) scheduling and coordination platform designed for licensed professionals in the wholesale industry. Our primary function is to streamline scheduling and business coordination between producers and retailers.

1.1 Protege Co-Op Does Not Sell or Distribute Products

Neither www.protegeco-op.com nor www.shop.protegeco-op.com sell products. Both platforms serve strictly as B2B coordination tools designed to facilitate scheduling and purchasing coordination between licensed businesses.

• www.protegeco-op.com is a B2B subscription-based platform where retailers and producers connect to schedule and coordinate wholesale transactions.

• www.shop.protegeco-op.com is a private-access platform used only by subscribed retailers to submit sales order information, which is then forwarded to producers for fulfillment.

Protege Co-Op does not facilitate sales, distribution, or transactions of any kind. We do not fulfill or deliver orders; producers are responsible for their own fulfillment and delivery.

1.2 Sample Unit Storage

To enhance the purchasing experience, Protege Wholesale LLC, a separate licensed wholesale entity, manages the intake and storage of sample units prior to each sale. This process allows retailers to physically inspect products before making purchasing decisions during the live sale.

• Protege Wholesale LLC is solely responsible for sample storage and compliance.

• Protege Co-Op remains an independent third-party scheduling service and does not handle any inventory.

1.3 Compliance of Tools & Coordination Methods

Protege Co-Op utilizes a variety of digital tools, scheduling systems, and coordination methods to facilitate wholesale purchasing coordination between licensed businesses. None of these tools, platforms, or methods facilitate the sale, distribution, or transfer of any product.

• Protege Co-Op operates solely as a third-party coordination platform and does not engage in, process, or facilitate product transactions.

• All tools and systems utilized—including but not limited to scheduling platforms, messaging services, and sales coordination technology—are used exclusively for organizational and scheduling purposes and comply with all applicable regulations.

• Protege Co-Op does not act as a broker, agent, or intermediary in any transaction.

1.4 Legal & Compliance Statement

Protege Co-Op operates in compliance with all relevant federal, state, and industry-specific regulations governing business-to-business (B2B) coordination platforms. The platform is not classified as a retailer, distributor, or broker, and does not engage in product sales.

• Protege Co-Op follows the regulatory framework outlined in the U.S. Small Business Administration’s B2B platform guidelines, ensuring that coordination services remain legally distinct from sales or brokerage activities.

• Protege Co-Op’s communication systems (email, SMS notifications, and scheduling tools) are used solely for coordinating scheduling between licensed producers and retailers, in accordance with Federal Trade Commission (FTC) regulations on business communications and advertising transparency.

• Protege Co-Op adheres to data privacy standards, including California Consumer Privacy Act (CCPA) compliance for businesses operating within California, ensuring that all user information is protected and used solely for coordination purposes.

• Any disputes regarding Protege Co-Op’s services will be governed by the applicable state laws in which the business is registered.

By using Protege Co-Op’s platform, subscribers acknowledge that:

1. Protege Co-Op is a coordination tool, not a sales intermediary.

2. All transactions are solely between licensed retailers and producers.

3. Protege Co-Op’s compliance framework ensures that its operations remain within the scope of legally permissible business coordination activities.

2. Subscription Fees & Pricing Structure

A valid subscription is required for each licensed retail location to participate in our coordination platform. The pricing structure is as follows:

2.1 Base Subscription Fee (Per Store, Per Month)

Before taxes and fees: $250 per store per month

After taxes and fees: $257.49 per store per month

2.2 Tiered Discount Model for Multi-Store Operators

For retailers managing multiple locations, a tiered subscription model applies:

2.3 Subscription Payment Failure & Late Fees

• Payment Processing: Subscription fees are billed automatically on a recurring basis. Retailers must ensure their payment method on file remains valid to avoid service disruptions.

• Failed Payments: If a payment fails, the retailer will be notified and given 48 hours to update their payment method.

• Grace Period: If the failed payment is not resolved within 5 business days, access to shop.protegeco-op.com will be suspended until payment is received.

• Late Fees: A $50 late fee will be applied to any account that remains unpaid after 7 calendar days.

• Subscription Cancellation: If payment is not received within 14 days of the due date, the retailer’s subscription will be terminated and they must reapply for access.

3. Retailer Payment Terms & Subscription Compliance & Producer Rights

By subscribing to Protege Co-Op, retailers agree to the following mandatory payment policies:

1. No-Terms Payment on Delivery:

• Retailers must pay producers in full upon order delivery—no exceptions.

• Protege Co-Op does not support credit terms as part of its commitment to industry fairness. For the first time, retailers are getting bulk pricing for single-pound units, and in exchange, they must honor immediate payment upon delivery.

• Producers should not be forced into acting as lenders—they are selling at reduced bulk pricing with the expectation of immediate payment.

• Penalty for Retailers Who Fail to Pay Upon Delivery:

• If a retailer fails to pay a producer upon order delivery, they will be charged a $1,000 Violation of Services Fee per store found in violation.

• This penalty will be split among the affected producers as compensation.

• Repeated failure to pay upon delivery may result in permanent removal from Protege Co-Op.

2. $20 Per Unit Platform Usage Fee: This fee applies at checkout for every unit purchased and is non-refundable unless a valid refund request (see Section 4.1) is approved.

3. Subscription Fees Per Store Location: A valid and active subscription is required for every licensed retail store participating in the platform.

Retailers may not use a single subscription to order for multiple stores.

• Enforcement of Subscription Compliance:

• If Protege Co-Op determines that a retailer is abusing a single subscription to place orders for multiple stores, the retailer will be required to:

1. Retroactively pay for each additional store location that placed orders.

2. Or pay a $1,000 Violation of Services Fee per store, whichever is higher.

• How Violations Are Identified: Protege Co-Op reviews order trends. If a single store places significantly higher orders than the average (e.g., one store regularly purchasing 40+ pounds while most purchase 5-10 in a month), this will trigger a compliance review.

• Grace Period for Corrections:

• Retailers found in violation will be given a one-time grace period to correct their subscription count before penalties are enforced.

• If they fail to comply, Protege Co-Op reserves the right to charge retroactive subscription fees or issue a $1,000 fine per store found in violation whichever is higher.

3.1 Producer Order Rejection Rights:

Producers reserve the right to reject orders from retailers they already have existing accounts with if fulfilling the order conflicts with their business goals. Some producers use this sale as a way to open new accounts, and they may choose not to accept orders from current customers.

• This decision is entirely between the producer and the retailer. Protege Co-Op does not intervene in these matters.

• Not all producers will choose to reject orders; some may choose to honor all orders regardless of account status.

Retailer Support for Rejected Orders:

• If a retailer’s order is rejected, they are encouraged to contact Protege Co-Op for assistance in finding replacement unit. Protege Co-Op will make every effort to help retailers find alternative inventory to meet their purchasing needs. 
• We recommend all retailers call the producer directly before making a purchase of a unit whom they already have an existing relationship to clarify if their order will be honored during the sale before the sale goes live.

Failure to comply with these payment terms may result in penalties, subscription cancellation, or removal from the platform.

3.2 Producer Non-Payment Rights

A producer may report a retailer of a “No Payment on arrival” and reserves the right to reject the order without any penalties subjected to the producer.

4. Platform Usage Fee ($20 per Unit)

Retailers will be charged a $20 per unit platform usage fee at checkout on shop.protegeco-op.com.

4.1 Platform Fee Refund Policy

The $20 per unit platform usage fee is refundable only in the following scenarios:

• The product is returned, resulting in a no-sale.

• The producer fails to show up or deliver the product as scheduled.

Refund Requirements:

• For product returns, retailers must provide proof of the rejected METRC-regulated transportation manifest.

• For no-shows, Protege Co-Op will confirm the absence with the producer before issuing a refund to the retailer.

Refunds will not be issued for partial dissatisfaction unless the product is fully returned, voiding the sale.

To protect retailers from non-fulfillment, producers who fail to deliver as scheduled will be charged a $40 per unit “No Services Rendered” (NSR) fee per unit, per order affected.

4.2 Payment Failure for Per-Unit Platform Fees

• Insufficient Funds: If a retailer’s $20 per unit platform usage fee payment fails, their order will be voided, and they must resubmit the order with a valid payment method.

• Chargebacks & Disputed Payments: If a retailer disputes a charge for an order they placed, their account will be suspended pending review. If the dispute is ruled in Protege Co-Op’s favor, a $75 administrative fee will be applied before account reactivation.

• Fraudulent Payment Attempts: Any attempt to place an order without sufficient funds or intentionally dispute legitimate charges may result in permanent suspension from Protege Co-Op.

6. Limitation of Liability & Indemnification

• Limitation of Liability: Protege Co-Op is not liable for product quality, fulfillment, or disputes arising between retailers and producers.

• Indemnification Clause: Users agree to indemnify and hold Protege Co-Op harmless from any claims, losses, or damages related to platform usage.

7. Governing Law & Dispute Resolution

• Governing Law: This agreement is governed by the laws of Oregon, without regard to its conflict of law principles.

• Dispute Resolution: Any disputes shall be resolved through binding arbitration in Portland, Oregon unless otherwise required by law.

8. Force Majeure Clause

Protege Co-Op is not responsible for service disruptions due to circumstances beyond its control, including but not limited to:

• Natural disasters

• Power failures

• Regulatory shutdowns

• Cybersecurity threats

9. Compliance & Termination

Protege Co-Op reserves the right to suspend or terminate access for failure to comply with these terms.

10. Contact Information

Email: [email protected]

Phone: +1-503-621-8556

By subscribing to Protege Co-Op, you acknowledge and agree to these terms.