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Terms of Use

Overview

Welcome to FarmTogether! Thank you for using our products and services (the "Services"). The Services are provided by FarmTogether, Inc. and its related companies (together, the "Company", "FarmTogether", "we" or "us").  These terms of service (the “Terms”) govern your access to and use of the Services at farmtogether.com and its associated domains and subdomains (the "Website"), as well as the information and materials on the Website or otherwise generated by FarmTogether (collectively, the "Content"). 

By accessing or using this Website, our Services or our Content, you agree that you have read, understand, and accept these Terms of Service, our Privacy Policy and all other policies or notices posted by us on our Website. IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THIS WEBSITE, OUR SERVICES OR OUR CONTENT.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST FARMTOGETHER ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

If you use the Services as an approved proxy for another individual (e.g., a client or a family member) and/or on behalf of one or more business entities you or they own, manage, or advise (such as trusts or LLCs), then you agree to these Terms of Service on your own behalf and on behalf of those individuals and entities (to which references to “you” also apply), and may only use the Services if you have the authority from each such individual and entity to do so. If you set up multiple accounts, or multiple entity listings within an account, you are making a separate agreement between each of them and FarmTogether.

We reserve the right, in our sole discretion, to change, modify, add or remove portions of these Terms at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Website, our Services or our Content following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms, FarmTogether grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Website. If at any time you do not agree with these Terms or Privacy Policy, do not use or continue to use the Website, our Content or our Services.

As a User, you may create an account (an “Account”) on the Website by which you may access FarmTogether’s offering platform (the “Platform”) which contains detailed information on the Company’s farmland investment offerings (“Offerings”). Users who create Accounts on the Website are referred to herein as “Registrants”. Subject to eligibility requirements, Registrants may also use their Accounts to invest in Offerings.  In the registration process, you will create a user name and password. You are responsible for maintaining the security and confidentiality of your user name and password. You are liable for any charges, damages or losses incurred by you or us as a result of your failure to maintain the confidentiality of your user name or password. If you suspect any unauthorized use of your user name or password, you should notify us immediately. U.S. Investors who wish to invest in the Offerings must qualify as Accredited Investors. Non-U.S. Investors may be offered interests pursuant to Regulation S.  

Our Privacy Policy governs our treatment of information provided to us when Registrants set up an Account. 

Users and Registrants should read the Terms and the Privacy Policy carefully. By visiting or using the Website and/or establishing an Account, you agree to be bound by the Terms. Please do not use our Website or establish an Account if you do not agree to the Terms and Privacy Policy. If you create an Account on the Website, during the registration process, you will be asked to check a box confirming that you have read these Terms and agree to be bound by them. From time to time, we may revise these Terms. Any such revised Terms will be posted on the Website and will be effective immediately upon posting. By continuing to use the Website following the posting of revised Terms, you agree to be bound by the revised Terms. If at any time you do not agree to any revised Terms, you should immediately stop using the Website.


Creating an Account/Becoming an Investor

By creating an Account on the Website, you represent that you are a natural person over the age of 18. During the Account registration process, you will provide contact information, financial information and identity verification information. A Registrant who wishes to invest in Offerings presented on the Website must qualify as an Accredited Investor as defined in SEC Rule 501.  Accredited Investors include natural persons who have a net worth (individually or jointly with a spouse or spousal equivalent) of at least $1,000,000 excluding the value of his or her primary residence; or have individual income of at least $200,000 or joint income (with a spouse or spousal equivalent) of at least $300,000 for the prior two years and reasonably expects to reach the same income level in the applicable current year. For a full definition of “Accredited Investor,” please see SEC Rule 501.  

A Registrant may become an investor (an “Investor”) in one or more Offerings, provided they have met all eligibility requirements. Registrants should carefully review all Offering materials to which they are provided access on the Platform, including any Private Placement Memorandum, Subscription Agreement and other related materials. In addition, Registrants should carefully review the Account Disclosures and Securities Disclaimer on the Website.

Registrants who wish to invest in an Offering will be required to provide proof of accredited investor status and identity verification information. FarmTogether contracts with Parallel Markets Inc. (“Parallel”) to conduct Know Your Customer identify checks (KYC), Anti-Money Laundering due diligence (AML) and accredited investor verifications.  You will be required to provide your identity and accredited investor verification information to Parallel through a link provided on the Website. We will be able to access your KYC and AML information on Parallel’s website, but you may limit our access to your identity information on Parallel’s website. We do not have access to information you submit to Parallel related to your accredited investor verification, and we rely on Parallel’s verification of your status.  Parallel is solely responsible for the maintenance and security of the information you provide to it. For more information about Parallel and to may view Parallel’s Terms of Service and Privacy Policy, please visit www.parallelmarkets.com.


Termination

A. You may terminate your Account with us for any reason or no reason, at any time, upon notice to us. Your termination notice will be effective upon our processing the notice. 

B. We may terminate your Account with us for any reason or no reason, at any time, with or without notice. A termination by us will be effective immediately or as may be specified in any notice from us. If we terminate your Account, we may also disable your access to our Website and may also bar you from any future use of our Website.

C. We may immediately restrict, suspend or terminate your Account if you abuse or misuse our Website or engage in any behavior that we, in our sole discretion, deem contrary to the purpose of the Website. If you violate any of the Terms, we may immediately terminate your limited license to use our Website.  In such a situation, upon the termination of your Account, you will lose access to our Website. In addition, we may block access to our Website from an IP address or range of IP addresses associated with those of terminated Users.


Your Right to Use our Website

Subject to compliance with these Terms and the obligations hereunder, you have a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable and revocable license to access and use the publicly available areas of our Website through a generally available web browser only for its intended purpose. Subject to compliance with the Terms and the obligations hereunder, Registrants have a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable and revocable license to access and use the password-protected areas of our Website through a generally available web browser only for its intended purpose. Subject to compliance with these Terms and the obligations hereunder, you have a worldwide, royalty-free, non-transferable license to refer to or provide a link to the publicly available areas of our Website if such links are provided for the purpose of furthering the purpose of our Website. Except as specifically permitted, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any Content or any information included on our Website.

This Website may suffer either scheduled interruptions (for maintenance or upgrades) or unintended shutdowns.


Restrictions on Use of Website

As a condition to your use of our Website or the Service, you represent, warrant and agree to the following:

  • You are using the Website, Content and Services on your own behalf, on behalf of your organization or entity, or as an authorized agent, designee, or representative of another party.
  • You are using your real name and personal identity, the real name and identity of any organization or entity, or the real name and identity of your client and not impersonating another person, a fictitious person, or an avatar.
  • All of the information, forms, documents, or other material you submit are true and accurate to the best of your knowledge.
  • You will maintain and update any information provided to keep it true, accurate, current, complete and not misleading.
  • If you are submitting information on behalf of a third-party, you are doing so with all necessary consents under applicable law.
  • You have sole responsibility (including legal responsibility) for all information submitted on the Website or Platform, including its accuracy, quality, legality and, in the case of personally identifiable information, the manner and means by which you acquired the information submitted.

As a further condition to your use of the Website and the Services, you agree you will not to do any of the following:

  • Use data mining, robots or similar data gathering or extraction methods.
  • Use the Website for any unlawful or improper purpose.
  • Either directly or indirectly, on your own behalf or in the service or on behalf of others, solicit, poach, cold call or attempt to solicit, poach, cold call, divert, entice, induce or remove any person or entity found on or through this website or any customer of FarmTogether for any purpose, including the purpose of engaging in competition with FarmTogether.
  • Alter or modify another website to falsely state or imply that it is associated with FarmTogether's website.
  • Allow a third party to violate the Terms.
  • Do things that cause any of the representations and warranties contained herein to be untrue, inaccurate, or misleading, or continue to use the Website or Services upon learning that any of them are untrue, inaccurate, or misleading.
  • Create an account under false or assumed identities or impersonate a person other than yourself.
  • Provide any information that is or that you know or should know is untrue, inaccurate, misleading, fraudulent or incomplete.
  • Allow others to use or access your Account, create accounts to be used by or on behalf of multiple persons, or otherwise allow unauthorized use of your account.
  • Resell or transfer your use of or access to your Account.
  • Attempt to gain, or solicit, access to secured or private portions of the Website or Services, or access any other person’s account or information.
  • Interfere with proper functioning of the Website and Services (including the use of any device, software or routine to do so).
  • To the extent you communicate with FarmTogether personnel, engage in any vulgar, bullying, pornographic, offensive, threatening, libelous or defamatory, illegal, or otherwise inappropriate behavior, including by means of oral or written communications, images, or files.
  • Disable or impair the operation or appearance of the Website, employing tactics such as a denial of service attack.
  • Use the Services in a way that violates the securities laws and regulations in the United States, or in the jurisdiction in which you are operating, or that violates any judgments, agreements, or obligations to which you or bound, or that knowingly causes others to do so.
  • Use the Services in a way that violates any law in the United States or in the jurisdiction in which you are operating.
  • Violate any copyrights and other proprietary or intellectual property rights in this Website or the Content.
  • Decompile, reverse engineer, disassemble, lease, sell, distribute, or reproduce this Website.

Intellectual Property

All of the design, text and graphics of our Website as well as the selection and arrangement thereof (the “FarmTogether IP”), are copyrighted 2018 FarmTogether, Inc., all rights reserved. FarmTogether, www.farmtogether.com and the design elements of such work constitute our trademarks. The Website images and text and all page headers, graphics HTML based computer programs used to generate pages on the Website and icons are our trademarks, service marks and/or trade dress and may not be used without FarmTogether’s prior written permission. All uses thereof inure to our benefit. All other trademarks, product names and company names or logos included on the Website are the property of their respective owners. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute any material, including code and software, from our Website except as expressly set forth herein. Any unauthorized or unapproved use constitutes copyright and/or trademark infringement.

You may not use the Website or any portion thereof to create or recreate a similar or competing service. Any use of the Content or this Website not expressly permitted by these Terms or granted by our prior written permission is a breach of these Terms and is strictly prohibited.

For additional information please see our Copyright and Digital Millennium Copyright Act Section provided herein.


We may offer direct access or ‘links’ to other Internet websites on this Website. These sites may contain information that has been created, published, maintained or otherwise posted by institutions or organizations independent of FarmTogether. FarmTogether does not endorse, approve, certify, receive compensation from or control any of these websites and does not make any representations or warranties to the accuracy, relevance, completeness, suitability or timeliness of any information therein and you agree that FarmTogether has no responsibility therefor. FarmTogether does not endorse or recommend any product or service described at these websites. All such information is provided solely for convenience purposes only and all users thereof should be guided accordingly.


Confidentiality

The FarmTogether IP contains confidential and sensitive trade secrets of FarmTogether. You may not disclose this information to anyone or use it for any purposes other than those that consist of participating in our Services, as provided herein.

A. Confidential Information. “Confidential Information” under these Terms consists of all non-public information whether oral or in writing (a) that is designated as "Confidential" or "Proprietary" by FarmTogether at the time of disclosure or within a reasonable period thereafter; (b) that is only available to Registrants and/or Investors, or (c) that you should reasonably understand is confidential (collectively, "FarmTogether Confidential Information"). Confidential Information includes non-public information that FarmTogether or its affiliates furnish or otherwise make available to Registrants and/or Investors with respect to the Offering documents, together with any reports, analyses, compilations, forecasts, memoranda, notes, studies and any other written or electronic materials prepared by FarmTogether or its affiliates, or for Registrants and/or Investors. Confidential Information includes, without limitation, information relating to the Services, the marketing or promotion of any Service, business policies or practices, strategic plans, pricing, lease rates, plans, renderings, pro-formas, loan agreements, purchase and sale agreements, leases, market comparables, tenant information, sales per square foot, vendor names, customer lists, management systems, and information received from others that FarmTogether is obligated to treat as confidential.

B. Non-disclosure. You shall retain Confidential Information in confidence and shall not use such Confidential Information except as expressly permitted herein. You agree to use at least the same degree of care in safeguarding Confidential Information as you use in safeguarding your own confidential information and trade secrets, but at the least you shall use reasonable care and diligence.

C. Exceptions. Your obligation of non-disclosure of Confidential Information under these Terms will not apply to Confidential Information which you can demonstrate: (i) is or becomes a matter of public knowledge through no fault of your own; (ii) was or becomes available to you on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to FarmTogether with respect to such Confidential Information; (iii) was independently developed by you without reference to the Confidential Information; or (iv) is required to be disclosed by law, provided that you promptly notify FarmTogether in order to provide FarmTogether an opportunity to seek a protective order or other relief with respect to such impending disclosure.

D. Reservation of Rights. The FarmTogether IP is protected by U.S. and international copyright and other intellectual property laws, and FarmTogether retains all rights with respect to the Content, the Website, and the Services, except those expressly granted to you. You agree not to duplicate, publish, display, distribute, modify, create derivative works from, or exploit in any way the FarmTogether IP or any tangible embodiments of the FarmTogether IP, except as expressly permitted herein.

This Confidentiality Section shall survive termination of this Agreement.


Monitoring

We are under no obligation to monitor the information residing or transmitted through our Website. However, you agree that we may monitor Content on our Website (a) to comply with applicable laws, regulations or other government requests; (b) to operate our Website properly or to protect us and/or Users; and (c) for such other purposes as we deem reasonably necessary or appropriate from time to time. We reserve the right to modify, reject or eliminate any information residing on or transmitted through our Website that we believe is unacceptable or in violation of these Terms.


Our Website may contain hyperlinks or other connections to websites operated by persons or entities other than us. We do not control those websites and are not responsible for them, their availability, content or any viruses that may be accessed through them. Our inclusion of hyperlinks or other connections to such websites does not imply any endorsement of the material on them or any association with their owners or operators. Your use of the Website to link to another site is at your own risk.


Standard Promotion Terms and Conditions

Introduction

The terms contained in this section of the Agreement (“Standard Promotion Terms”) apply to all of our promotion offers and rewards available through our Website, an individual landing page and/or other communication (each a “Promotion”). These Standard Promotion Terms together with any applicable specific promotion terms, which may be set out on an individual web landing page for the relevant Promotion, our Website and/or Promotion communications (such as emails or letters) (“Specific Promotion Terms”) (Standard Promotion Terms and Specific Promotions Terms are collectively, the “Rules”), form a legal agreement between you and us.

By participating in any promotion, you are deemed to have read, understood and accepted the Rules and this Agreement in their entirety before participating in any Promotion.

In the event of any conflict or inconsistency between the Standard Promotion Terms, any applicable Specific Promotion Terms and this Agreement, the Specific Promotion Terms shall prevail, followed by these Standard Promotion Terms, but only to the extent necessary to resolve such conflict or inconsistency.

We reserve the right, in our sole discretion, to change the Standard Promotion Terms from time to time by posting the modified terms on our Website. We recommend you revisit the Standard Promotion Terms regularly. Additionally, all Specific Promotion Terms are subject to change at our sole discretion without notice by posting the modified terms on the relevant individual web landing page for the relevant Promotion, our Website and/or Promotion communications. By your continued participation in the Promotion, you accept any such modified terms of the Rules

Promotions and Promotion Periods

We may, from time-to-time, offer Promotions and these may take the form of special offer, discount or other form of Promotion, or a combination of any of these. The specific form of Promotion will be included in the Specific Promotion Terms.

The period of time during which each Promotion will run (the “Promotion Period”) will be specified in the applicable Specific Promotion Terms. Each Promotion will automatically close at the end of the relevant Promotion Period, at which point no further participation in that Promotion will be possible. Where no Promotion Period is specified the relevant Promotion will end when it is discontinued on our Website and/or individual web landing page for the relevant Promotion. We may modify or shorten the Promotion Period without notice.

Eligibility to participate in Promotions

To be eligible to participate in any Promotion, you must meet the eligibility requirements to become an Investor set forth in this Agreement.

Unless otherwise indicated in the Specific Promotion Terms, participation in each Promotion is open to all Investors. We reserve the right to restrict participation in certain Promotions to Investors who fulfill specific criteria.

Unless otherwise indicated in the Specific Promotion Terms, the Promotion is intended for the addressed recipient or category of recipients only and cannot be transferred. If you are not the intended recipient or within the intended category of recipients, then the Promotion is null and void as applied to you.

Participation in Promotions

Your participation in any Promotion is voluntary. To participate in a specific Promotion, you should follow the instructions set out in the Specific Promotion Terms. Unless otherwise indicated in the applicable Specific Promotion Terms, participation in each Promotion may be used only once.

Certain Promotions may require you to explicitly agree to Specific Promotion Terms by clicking the “I agree” checkbox to opt in before participation in such Promotion. If you chose to participate in any Promotions, you hereby give your consent to share with us certain personal information, including, without limitation, your name, date of birth, and email address. Such information will be subject to our Privacy Policy. If you do not agree to the terms of our Privacy Policy, please do not participate in any Promotions or use our Services.

With respect to any submission you make in the course of participating in any Promotion, you represent and warrant that all information and material provided is and will be true, correct and complete in all material respects and does not omit any material facts. If there should be any changes to the submitted information or material, you will immediately provide us with that information in writing.

Our Liability and Indemnification

We are not responsible and accept no liability for anything that may happen in relation to or as a result of your participation (or inability to participate) in any Promotion, including without limitation any use made by you of (or inability to use) any Promotion reward.

We are not responsible and accept no liability for any incorrect information submitted by you in relation to any Promotion or any failure on your part to meet any specific criteria for qualifying for a Promotion.

Except as expressly provided in the Rules, no representations, warranties, conditions or other terms are made, given or accepted by us and no other terms shall apply, as between us and any person, in relation to any Promotion, and we exclude any and all representations, warranties, conditions or other terms not explicitly set forth in the Rules to the maximum extent permitted by law.

If any Promotion cannot be executed as planned and/or we are not able to fulfill our obligations under the Rules due to any technical problems or circumstances beyond our control, we shall not be responsible and shall incur no liability in relation thereto and our failure to execute the Promotion as planned and/or fulfill our obligations under the Rules as a result thereof shall not be deemed a breach of the Rules or this Agreement.

You agree to release and hold harmless us and our respective directors, officers, employees, agents and assigns (the “Released Parties”) from and against any and all claims and liability and failures of any kind (whether caused by computer, technical, or human error) which may either limit your ability to participate in any Promotion, or a Released Party’s ability to execute a Promotion in the manner intended. You further agree to release and hold harmless the Released Parties from all liability, claims or actions of any kind for losses alleged to have been sustained in connection with any Promotion, including, but not limited to: (i) the receipt, ownership or use of any Promotion reward; (ii) unauthorized human intervention in any part of the Promotion submission process; (iii) electronic or human error in the administration of the Promotion; (iv) any typographical or other error in the Rules or any other materials disseminated by us; and (v) any technical malfunction, failure, error, omission, interruption, deletion, defect, delay in operation or communications line failure, regardless of cause, with any equipment, systems, networks, lines, satellites, servers, computers, or providers used by you or any Released Party.

Alteration and Termination of Promotions

We reserve the right to alter, discontinue or terminate any Promotion, or any aspect of it, at any time, with or without notice, for any reason whatsoever.

We reserve the right to refuse or recover any Promotion reward if we determine that the right to participate in a Promotion or the receipt of any reward related thereto was obtained under wrongful or fraudulent circumstances, that inaccurate or incomplete information was provided in participating in the Promotion, that any rules or regulations have been or would be violated, or that any terms of the Agreement or Rules have been violated.

General

You may not assign or transfer any or all of your rights or obligations under the Rules.

No third party shall have a right to enforce the Rules against us.

These Standard Promotion Terms do not constitute the distribution of any information or the making of any offer or solicitation by anyone in any jurisdiction in which such distribution, offers or solicitation is not authorized or to any person to whom it is unlawful to distribute such information or to make any offer or solicitation.

Failure by us to enforce a right under the Rules does not result in waiver of such right.

If any part of the Rules is found to be unenforceable as a matter of law, all other parts of the Rules shall be unaffected and shall remain in force.

You and we agree that the laws of Delaware apply to the Rules and that any dispute between you and us arising out of or in connection with the Rules or any Promotion will only be dealt with by the courts of California.

If these Standard Promotion Terms or any applicable Specific Promotion Terms are translated into a language other than English, then the English version shall prevail where there is any inconsistency.

Standard Promotion Terms last updated as of November 12, 2020.


Limited Express Warranty; Disclaimer of Other Warranties

Subject to the limitation of liability set forth below, we warrant to Registrants and Investors only that we will use commercially reasonable efforts to (a) transmit Offering documents and Registrant and Investor financial information in a good, workmanlike and professional manner and (b) safeguard Personally Identifiable Information as provided in the Privacy Policy.

OTHER THAN THE EXPRESS LIMITED WARRANTY SET OUT ABOVE, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTIES’ RIGHTS, TITLE, AND/OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE WITH RESPECT TO THE WEBSITE OR INFORMATION PROVIDED THEREIN. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE (1) ACCURACY, COMPLETENESS, CONTEMPORANEOUSNESS OR TIMELINESS OF OUR WEBSITE, (2) THE QUALITY AND SECURITY OF OUR WEBSITE, OR (3) THE INABILITY TO ACCESS OUR WEBSITE OR ITS CONTENT, INCLUDING WHETHER OUR WEBSITE WILL BE FREE OF VIRUSES, UNAUTHORIZED CODE OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOURSELF AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OUR WEBSITE. WHEN USING OUR WEBSITE, INFORMATION WILL BE TRANSMITTED OVER THE INTERNET, A MEDIUM THAT IS BEYOND OUR CONTROL AND JURISDICTION. ACCORDINGLY, WE ASSUME NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH YOUR USE OF OUR WEBSITE, AND YOU ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION. YOU SHALL HAVE ABSOLUTELY NO RECOURSE AGAINST US FOR ANY ALLEGED OR ACTUAL INFRINGEMENT OF ANY PROPRIETARY RIGHTS YOU MAY HAVE IN ANYTHING YOU POST ON OUR WEBSITE. ANY MATERIAL DESCRIBED OR USED ON OUR WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL TO US. WE MAKE NO WARRANTIES WHATSOEVER AS TO THE ACCURACY, CONTENT, COMPLETENESS OR LEGALITY OF INFORMATION AVAILABLE ON THE WEBSITE OR IN OFFERING DOCUMENTS. WE DO NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF USERS OF OUR WEBSITE, AND WE HAVE NO OBLIGATION TO MONITOR THE USE OF OUR WEBSITE BY OTHER USERS. THEREFORE, WE DISCLAIM ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

This Disclaimer of Warranties shall survive termination of this Agreement.


Limitation Of Liability and Remedies

YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES SUFFERED AS A RESULT OF ACCESSING, USING, PRINTING, COPYING OR DOWNLOADING ANYTHING FROM THE WEBSITE. YOU FURTHER AGREE THAT WE SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR IN PART BY RELYING UPON, USING, OR INTERPRETING OUR WEBSITE. IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OUR WEBSITE OR WITH THE DELAY OR INABILITY TO USE IT (OR ANY LINKED SITES), OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH OUR WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF OUR WEBSITE, OR ON ANY OTHER BASIS (WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF WE, OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR CUMULATIVE LIABILITY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THE WEBSITE (WHETHER ARISING IN TORT, CONTRACT, BREACH OF WARRANTY OR OTHERWISE) OR UNDER THESE TERMS OF USE SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Any claims made by you in connection with your use of our Website, or its Content, must be brought within one (1) year after the cause of action accrues. Otherwise, such cause of action shall be barred. FarmTogether shall have the right, in addition to other remedies provided by applicable law including consequential and liquidated damages, to apply to a court of competent jurisdiction for the entry of an immediate order to restrain or enjoin said breach and to specifically enforce the provisions of this Agreement.

This Limitation of Liability provision shall survive termination of this Agreement.


Indemnification

You agree to defend, indemnify and hold us, our officers, directors, employees, members, agents, and affiliates harmless from and against all claims, charges, investigations, actions or demands, liabilities and settlements, including without limitation our losses, costs, damages and reasonable legal and accounting fees , resulting from, or alleged to result from: (a) your breach of these Terms; (b) any information you provide to our Website, (c) your use of the Website's Content, (d) your violation of any applicable law, regulation, rule or order pertaining to your use of the Website; (e) your unauthorized or unlawful use of the Website; (f) any activity in which you engage in or through the Website; or (g) the unauthorized or unlawful use of the Website by any other person using your user name and password.

This Indemnification provision shall survive termination of this Agreement.


It is important that all users of the Website respect the copyrights in works that may be accessible through the Website. Federal copyright law prohibits the reproduction, distribution, public display or public performance of copyrighted materials without permission of the copyright owner, unless fair use or another exemption under copyright law applies.

If you are found to have engaged in infringement of copyright in your use of the Website, FarmTogether may terminated you access to your Account and the Website may pursue legal action against you. FarmTogether is committed to maintaining the integrity and availability of the Website for the purposes for which it was designed and prohibits the use of its Website to violate the law, including the U.S. Copyright Act. The unauthorized distribution of copyrighted material violates the Copyright Act and may subject you to civil and criminal liabilities. Penalties for copyright infringement include civil and criminal penalties. Generally, anyone liable for civil copyright infringement may be ordered to pay actual or statutory damages affixed at not less than $750 and not more than $30,000 per work infringed. For willful infringement, a court may award up to $150,000 per work infringed. Willful copyright infringement can also result in criminal penalties, including imprisonment of up to ten years and a fine of $250,000 for an individual. A court may also assess costs and attorneys' fees. For additional details, see Title 17, United States Code, Sections 504, 505. For more information, please visit the U.S. Copyright Office at www.copyright.gov, including their FAQ's at www.copyright.gov/help/faq.

If you are a copyright owner or an agent thereof and believe that any Content infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent, Sara Spaventa, at sara@farmtogether.com with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

A. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

B. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

C.  Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;

D.  Your address, telephone number, and email address;

E.  A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

F.  A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.


Notifications and Communications

For purposes of communicating with Registrants regarding the Website or your Account, notice shall consist of an email from us to an email address associated with your Account. You also agree that we may communicate with you through other means including email, cellular telephone, telephone or delivery services including the U.S. Postal Service about your Account or Services through the Website. You agree that we shall have no liability associated with or arising from your failure to maintain accurate contact information.

You may contact us via email at:

info@farmtogether.com or via U.S. mail or courier at: FarmTogether, Inc. 2093 Philadelphia Pike #3034, Claymont, Delaware 19703.


Reports and Complaints

If you believe that a user of the Website or a Registrant has acted inappropriately, such as by violating these Terms, you may report your concerns either via the links we have included on the Website, or by contacting us by the means described above. 


Disputes

Agreement for Binding Arbitration. We do not anticipate having any disagreements with you regarding usage of the Website. But if any concerns about these matters arise, please notify us immediately. We will endeavor to resolve any disagreements in a fair and amicable manner. If it is not possible to resolve the disputes ourselves, then each party hereby agrees that all disputes or claims between you and the Company of any nature whatsoever, including but not limited to those relating to use of the Website or an Account, or the quality or appropriateness of services offered by FarmTogether shall be resolved by binding arbitration. The Company chooses arbitration because it is usually less expensive and quicker than litigation and will allow us to resolve our disputes privately.

You agree that, by entering into this Agreement, you and FarmTogether are each waiving the right to a trial by jury or to participate in a class action. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of this Agreement.

YOU AND FARMTOGETHER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Further, unless both you and the Company agree otherwise, 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. The arbitration shall be conducted by the Judicial Arbitration and Mediation Services ("JAMS"). The arbitrator must decide all disputes in accordance with the chosen association’s rules and in accordance with Delaware law, and shall have power and obligation to decide all matters submitted, including arbitrability and legal questions raised by pleading or summary judgment motions. In the event that any dispute or claim is determined not subject to arbitration by the arbitrator, all parties agree that their respective rights and obligations shall be governed by the laws of the State of Delaware, excluding its choice of law rules. Furthermore, in the event that any dispute or claim is determined not subject to arbitration by the arbitrator, all parties agree that any and all legal action or proceedings shall be instituted in a state or federal court in Delaware.

You understand that you are free to consult with other counsel about the wisdom of agreeing to arbitration or to any other term of this agreement before accepting it, and you agree that by using this Website, you are voluntarily accepting this agreement.


Other Agreements

These Terms constitute the entire agreement between us and you with respect to the subject matter of these Terms and supersede all previous and contemporaneous agreements, proposals and communications between us, written or oral, or whether established by custom, practice, policy or precedent. You agree that no joint venture, partnership, employment or agency relationship exists between you and us as a result of these Terms or your use of our Website or the Platform. We may assign these Terms, in whole or in part, in our sole discretion. You may not assign your rights or obligations under these Terms without our prior express written permission. Any attempt by you to assign your rights or obligations under these Terms without our permission shall be void. If any provision of these Terms is found to be invalid by any court having jurisdiction to make such a determination, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Our failure to act with respect to a breach of these Terms does not waive our right to act with respect to that breach or subsequent breaches. Except as expressly and specifically contemplated by these Terms, no representations, statements, consents, waivers or other acts or omissions by us shall be deemed legally binding on us, unless documented in a physical writing hand signed by one of our duly appointed officers. We make no representation that our Website is appropriate or may legally be viewed in the nation, state, province or other jurisdiction in which you reside, do business, or are incorporated or organized. Access to the Website is prohibited from jurisdictions where the Website, or its Content, is illegal. You agree that these Terms, as well as any suit, action or proceeding arising out of or in connection with any dispute with us, including without limitation any claim involving us or our affiliates, subsidiaries, employees, members, officers, directors, and agents, shall be governed by and construed in accordance with the laws of the State of Delaware in all matters, without regard to its provisions regarding conflicts of law and the United Nations Convention for the International Sale of Goods. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within Delaware. For further information relating to these Terms, or to report a problem regarding the Website, please contact info@farmtogether.com.

Last Updated on March 5, 2023