YOU HAVE FULLY READ AND HEREBY AGREE TO THE ARBITRATION AND CLASS ACTION PROVISIONS CONTAINED WITHIN THIS AGREEMENT, PLEASE BE AWARE THAT SUCH PROVISIONS MAY AFFECT YOUR LEGAL RIGHTS
You, as a user of the Website, whether as an Investors or Issuers (as defined below), shall be referred to as a "User."
1. Company Listing
The following Terms of Service relate to a company seeking to list Investment Opportunities on the Website ("Issuer"). All Issuers users must read and accept every aspect of this agreement, the Listing Agreement and any other agreement or policy provided by FarmTogether, Inc. If you do not agree to these terms, you are prohibited from using FarmTogether.com or any affiliated services. Moreover, FarmTogether, Inc. reserves the right to modify this agreement at any time. Your use of FarmTogether.com and affiliated services indicates your unconditional acceptance of all changes made to this agreement at any point.
2. Registration Process
Each Investor represents that such Investor is eligible to register to become an Investor on our Website if you are a natural person over the age of 18. In the registration process, Investors will provide their contact information, financial information and identity verification information and date of birth ("Registration Information"). An Investor who wishes to invest in investment opportunities ("Investment Opportunities") presented on the Website must qualify as an Accredited Investor. An Accredited Investor is an Investor who has indicated, and with regards to whom we may have made efforts to confirm, he or she has a net worth (individually or jointly) of at least $1,000,000 excluding the value of his or her primary residence or has individual income of at least $200,000 or has joint income of at least $300,000 for the past two years and reasonably expects to reach the same income level this year. To qualify to invest in Investment Opportunities presented on our Website, you must be an Accredited Investor and provide identity verification information and Investor financial information described below or be a Non-U.S. Person.
Identity Verification Information. Each Investor must provide information designed to verify his or her identity. Such information may include (i) information from a successfully completed electronic check transaction, (ii) a credit report, (iii) tax documents or (iv) other similar information designed to authenticate and confirm your identity and status as an Accredited Investor or a Non-U.S. Investor. Investor Financial Information. Each U.S. Investor must also provide Form W-9 Information, Specific-Qualifications Information and Payment Information (collectively the "Investor Financial Information").
Form W-9 Information. For tax purposes, each U.S. Investor must provide a completed Internal Revenue Service Form W-9 which includes your Social Security Number (or Taxpayer Identification Number, where applicable).
Specific-Qualifications Information. Investors must also provide other information sufficient to meet regulatory "suitability" requirements for investing in an Investment Opportunity presented on our Website, in part by way of our Investor Qualifying Questions. Depending on the nature of the offering, this information will include: (i) information concerning an Investor's net worth and income; (ii) information concerning his or her residency; and (iii) other information we might request to determine whether an Investor qualifies for a particular investment. Verification of Accredited Investor Status. We are required to verify the Accredited Investor status of Investors who invest in Investment Opportunities presented on our Website. In addition to the questionnaires required to be submitted by Investors, you agree that we may collect additional information to fulfill our responsibility to verify your Accredited Investor status. The means we may use to verify your Accredited Investor status include without limitation: publicly available information filed with a federal, state or local regulatory body, third-party information including Forms W-2, Forms 1099, Schedule K-1 of Form 1065, filed Forms 1040, information disclosed in industry or trade publications, written confirmations from broker-dealers, licensed attorneys or certified public accountants, banking statements, brokerage statements, credit reports, certificates of deposit, tax assessments or appraisal reports issued by independent third parties. In the registration process, you will obtain 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.
Investor understands that FarmTogether shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by Investor; and that all information publicly posted or privately transmitted through the Website is the sole responsibility of the person from which such content originated and that FarmTogether will not be liable for any errors or omissions in any Content; and that FarmTogether cannot guarantee the identity of any other users with whom Investor may interact in the course of using the Website.
FarmTogether does not endorse and has no control over any Investor submission. FarmTogether cannot guarantee the authenticity of any data which users may provide about themselves. Investor acknowledge that all Content accessed by Investor using the service is at its own risk and Investor will be solely responsible for any damage or loss to any party resulting therefrom.
The listing services provides Issuers with the ability upload their content to the Website. FarmTogether will not have any ownership rights in Issuer’s Content. You hereby grant to FarmTogether a worldwide, non-exclusive, royalty-free, right to (and to allow others acting on its behalf to) (i) use, host, display, and otherwise perform the services on your behalf (e.g., use, host, stream, transmit, playback, transcode, copy, display, feature, market, sell, distribute and otherwise exploit ("Host") the Content, along with all associated copyrightable works or metadata, including without limitation photographs, graphics, and descriptive text ("Artworks") in connection with the services); (ii) (and to allow other users to) stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the Content and Artworks; and (iii) use and publish, and to permit others to use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision of the services.
To enable FarmTogether to Host your content pursuant to the above provisions, Issuers hereby grant to FarmTogether a worldwide, non-exclusive, perpetual, royalty-free, sub licensable and transferable right to use, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the "Trademarks") solely in connection with the services.
4. Your Right to Use our Website
Subject to compliance with these Terms and the obligations hereunder, Users 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, Investors have a limited, non-exclusive, non-transferable, non-assignable, non-sublicenseable 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 obligation hereunder, Investors 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. Investors are not entitled to create links to Content submitted by other Investors. 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.
5. Use of Website
In connection with your use of our Website or the Service, you may provide Content and interact with other Investors. As a condition to your use of our Website or the Service, you agree that you will not:
- Upload, post, transmit or otherwise make available Content that is unlawful, libelous, intentionally false, abusive, obscene, unlawfully threatening, unlawfully harassing, discriminatory or otherwise objectionable;
- Collect, use or transfer any personal, private or confidential information about another person obtained from our Website except as expressly permitted by the owner of the information;
- Infringe any third party’s intellectual property, trade secret or proprietary rights.
- Transmit Content that contains software viruses, worms or any other computer code that interrupt, destroy or limit the functionality of the Website or obtain unauthorized information.
- Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable or disproportionately large load on our infrastructure.
- 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.
- Has provided complete and accurate Registration Information and will update the Registration Information to maintain its accuracy.
- Has had an opportunity to seek legal and financial advice with respect to participation in investment-related services and the Website.
- Hold all rights in the Content you submit sufficient to grant licenses and rights to its use as provided herein.
6. Website Intellectual Property
All of the design, text and graphics of our Website as well as the selection and arrangement thereof, 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’ 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 of 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.
The FarmTogether intellectual property contains confidential and sensitive trade secrets of FarmTogether. We do not permit you to disclose this information to anyone other than another Investor, and we do not permit you, or other Investors, from using this information 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 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 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 Investors. Confidential Information includes, without limitation, information relating to FarmTogether 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 FarmTogether Confidential Information in confidence and shall not use such FarmTogether Confidential Information except as expressly permitted herein. You agree to use at least the same degree of care in safeguarding FarmTogether 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 FarmTogether Confidential Information under these Terms will not apply to FarmTogether 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 FarmTogether Confidential Information; (iii) was independently developed by you without reference to the FarmTogether 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.
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.
9. Links to Other Sites
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.
10. Limited Express Warranty; Disclaimer of Other Warranties
11. Limitation Of Liability and Remedies
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 Content or other material you provide to our Website, (c) your use of our Website's Content, (d) your violation of any applicable law, regulation, rule or order pertaining to your use of our Website; (e) your unauthorized or unlawful use of our Website; (f) any activity in which you engage in or through our Website; or (g) the unauthorized or unlawful use of our Website by any other person using your user name and password.
13. Digital Millennium Copyright Act
If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- 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;
- 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;
- Your address, telephone number, and email address;
- 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
- 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.
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. 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. Termination of your account with us includes disabling your access to our Website and may also bar you from any future use of our Website. B. 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. C. Upon the termination of your account with us, you 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.
15. Notifications and Communications
For purposes of communicating with you regarding the Website, 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 Website registration 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: firstname.lastname@example.org or via U.S. mail or courier at: FarmTogether, Inc.
1885 Mission St, San Francisco, CA 94103, USA.
16. Reports and Complaints
If you believe that a User 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. If we are notified by a User that he or she believes that certain Content at the Website is in violation of these Terms, we may investigate the allegation and determine in good faith, in our sole discretion, whether to remove or block access to such Content, or to take action with respect to person or persons responsible for posting the Content. We have the right (but not the obligation), in our sole discretion, to remove, relocate, or otherwise block or restrict any Content, with or without notice, and without liability.
You are solely responsible for your interaction with other Users that involve or arise from your relationship to the Website. Although we may monitor claims that involve you and other Users, we have no obligation to become involved. If you become involved in such a dispute, and our provision of Services is an insubstantial factor (or no factor) in creating this dispute, then you release us from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or connected with such dispute.
Agreement for Binding Arbitration. We do not anticipate having any disagreements with you, the user, regarding usage of this Site. But if any concerns about these matters arise, please notify us immediately. We would 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 the quality or appropriateness of services offered by the Website 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 California.
Users understand that they 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 User agrees that by using this Website, it is voluntarily accepting this agreement.
18. 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 or other Users as a result of these Terms or your use of our Website. 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 are based in San Francisco, California in the United States of America. 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 California. For further information relating to these Terms, or to report a problem regarding the Website, please contact email@example.com.
Updated June 1, 2018.