Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY.

Welcome to the FarmsReach™ website (the “Website”), which is owned and operated by FarmsReach, Inc. (“FarmsReach”). FarmsReach provides its services at the Website subject to these Terms of Use. By using the Website, you agree to abide by the following terms and conditions and the Privacy Policy, whether you are a visitor (which means that you simply browse the Website without being registered) or you are a member (which means that you are a registered user of the Website. If you do not agree to these Terms of Use, please do not use the Website.

PRIVACY

These Terms of Use are subject to the Privacy Policy incorporated herein by reference. Please review our Privacy Policy available at http://www.farmsreach.com/welcome/privacy-policy/

YOUR ACCOUNT

Your account is for your personal use only. You are entirely responsible for maintaining the confidentiality of your password and account and for restricting access to your computer. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify FarmsReach immediately of any unauthorized use of your account or any other breach of security. FarmsReach will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by FarmsReach or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder. FarmsReach reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.

You may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer your account (including your account ID or password) to a third party without the prior written consent of FarmsReach. FarmsReach may suspend or terminate your account or the account of the transferee in the event of a sale, offer to sell, gift, assignment or transfer in violation of the Terms of Use.

If you are a business entity, you represent that (a) you have the authority to bind the entity to this Terms of Use; (b) the address you use when registering is the principal place of business of such business entity; and (c) all other information submitted to FarmsReach while setting up your account is true, accurate, current and complete.

CANCELLATION POLICY

To cancel your account, you are required to contact us directly. Inactivity on your account does not constitute or imply cancellation of the service, and any charges – should you have an account that incurs any charges – may continue to be incurred until official cancellation occurs with us. We accept account cancellation requests via email (support@farmsreach.com) or via fax (415-358-4131).

Once you have submitted a request to cancel, we will confirm a cancellation date of the last day of the current billing cycle from when we received your request, so you know when your account information will be removed from the Website.

UNAUTHORIZED USE

Any illegal or unauthorized use of the Website or of any FarmsReach services shall constitute a violation of these Terms of Use. You do not have permission to access the Website in any way that violates these terms and conditions. You agree to not use the Website for any illegal or unauthorized activity, which includes, but is not limited to:

FarmsReach reserves the right to investigate complaints or reported violations of the Terms of Use and to take any action we deem appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information. FarmsReach reserves the right to seek all remedies available to it, whether at law or in equity, for violations of the Terms of Use, including but not limited to, civil, criminal and injunctive redress and the right to block access from a particular Internet address to the Website and its features.

ELECTRONIC COMMUNICATIONS

When you visit the Website or send emails to FarmsReach, you consent to receive communications from us electronically. We may communicate with you by email, fax, or by posting notices on the Website. In addition, you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

INTELLECTUAL PROPERTY RIGHTS

Unless noted on specific resources within the Website, the content on the Website, including without limitation, the text, software, scripts, graphics, images, button icons, clips, digital downloads, data compilations, sounds, videos, articles, and the like (“Content”) and the trademarks, service marks, service names, and logos contained therein (“Marks”), are owned by or licensed to FarmsReach, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Website is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Nor are you permitted to reverse engineer, or disassemble the Content or create any derivative work from the Website. FarmsReach reserves all rights not expressly granted in and to the Website and the Content and the Marks. You agree to not engage in the use, copying, or distribution of any of the Content or Marks other than expressly permitted herein.

LIMITED LICENSE

FarmsReach grants you a non-exclusive, nontransferable, revocable, limited license to access and use the Website in accordance with the Terms of Use, expressly excluding any right to download (other than page caching) or modify it, or any portion of it, except with the express written consent of FarmsReach. No other use of the information is authorized without the express prior written consent of FarmsReach. The Website or any portion of the Website may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any purpose without express written consent of FarmsReach. No right, title or interest in any Content is transferred to you, whether as a result of use of the Website or such Content or otherwise. You may not frame or utilize framing techniques to enclose any Content or Marks of FarmsReach without express written consent. Any unauthorized use terminates the permission or license granted by FarmsReach. Except as expressly authorized by the Terms of Use, you may not use, use in modified form, alter, copy, distribute, transmit, or derive another work from any Content or Mark obtained from this Website or the services provided therein, except as expressly permitted by the Terms of Use. The limited license provided herein does not confer any right, title or interest in or to the Marks. You shall do nothing, nor authorize nor allow any of your representatives, employees, agents or affiliates, to do anything that is reasonably likely to impair, dilute or bring disrepute of the Marks or any goodwill associated with the Marks.

TRANSACTIONS BETWEEN BUYERS AND SUPPLIERS

Through the Website, we provide an electronic web-based platform for exchanging information between buyers and suppliers of farm products and services. FarmsReach does not represent the seller or the buyer in any specific transactions, and therefore does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Website or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.

You are hereby made aware that there are risks of dealing with people acting under false pretenses. FarmsReach verifies the accuracy of certain information you provide us when you register on the Website. However, because verification of your information on the Internet is difficult, FarmsReach cannot and does not confirm your purported identity. We encourage you to use the various tools, as well as common sense, to evaluate the parties or individuals with whom you are dealing.

You acknowledge that you are fully assuming the risks of purchase and sale transactions when using the Website to conduct transactions, and that you are fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Website. Such risks shall include, but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Website may violate or may be asserted to violate third party rights, and the risk that you may incur costs of defense or other costs in connection with third parties’ assertion of their rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third party claimants. Such risks also include the risks that consumers, other purchasers, end-users of products, or others claiming to have suffered injuries or harms relating to product originally obtained by you from the Website as a result of purchase and sale transactions in connection with using the Website may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as “Transaction Risks.” You agree that FarmsReach shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any Transaction Risks.

You are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Website, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.

In the event that you have a dispute with any party to a transaction, you agree to release and indemnify FarmsReach (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.

LINKS TO THIRD-PARTY SITES

The Website may contain links to third-party websites that are not owned or controlled by FarmsReach. FarmsReach has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. By using the Website, you expressly relieve FarmsReach from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Website and to read the Terms of Use and Privacy Policy of every other website that you visit. Unless we expressly state otherwise, the fact that the Website has provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners, or its providers.

INTERNATIONAL USERS

Because of the global nature of the Internet, as a condition of your use of the Website, you agree to comply with all local rules with respect to your account and your online conduct, including all laws, rules, codes, and regulations of the country in which you reside and the country from which you access the Website, including without limitation, all laws, rules, codes, regulations, decrees, acts, orders, directives, legislation, bills, and statutes pertaining to tax, contracts, intellectual property, securities, e-commerce, banking, technology, computers, fraud, and privacy. In addition, you agree to comply with all applicable laws, rules, codes, and regulations regarding the transmission of technical data exported from the United States.

RISK OF LOSS

All items ordered through FarmsReach are made pursuant to a shipment contract by and between third parties. We do not transfer legal ownership of items from the seller to the buyer, and nothing in this agreement shall modify the governing provisions of California Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2), under which legal ownership of an item is transferred upon physical delivery of the item to the buyer by the seller. Unless the buyer and the seller agree otherwise, the buyer will become the item’s lawful owner upon physical receipt of the item from the seller, in accordance with California Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2).

PRODUCT DESCRIPTIONS

FarmsReach posts product descriptions as provided by the sellers on the Website. FarmsReach makes no representations in connection with the products on the Website or the related description of such products. However, FarmsReach does not warrant that product descriptions or other content of the Website is accurate, complete, reliable, current, or error-free.

PRICING

Except where noted otherwise, the prices displayed for products on the Website represent actual prices provided by suppliers. Despite our best efforts, pricing may or may not represent the actual price in every area on any particular day for whatever reason.

DISCLAIMER OF WARRANTIES

THE WEBSITE IS PROVIDED BY FARMSREACH ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FARMSREACH EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FARMSREACH EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE WEBSITE, THE SERVICES, OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THE WEBSITE WILL BE FREE FROM ERRORS, DELAYS OR INTERRUPTIONS, THAT ALL ERRORS WILL BE CORRECTED, OR THE WEBSITE WILL MEET YOUR REQUIREMENTS. YOU ACKNOWLEDGE AND AGREE THAT (I) WE HAVE NO CONTROL OVER THE AVAILABILITY OF THE WEBSITE ON A CONTINUOUS OR UNINTERRUPTED BASIS; (II) WE ARE NOT RESPONSIBLE FOR THE FUNCTIONALITY OF ANY THIRD-PARTY WEBSITE, INTERFACE, OR LINK; (III) THE TERMS AND CONDITIONS SET FORTH HEREIN ARE SUBJECT TO THE LIMITATIONS OF OUR HARDWARE, SOFTWARE AND BANDWIDTH; (IV) WE ARE NOT RESPONSIBLE FOR THE PRODUCTS OR PRODUCT QUALITY POSTED BY SELLERS ON THE WEBSITE OR ANY RISK IN CONSUMING OR ANY INJURIES (PHYSICAL, MENTAL OR EMOTIONAL) RESULTING FROM YOUR CONSUMPTION OF ANY PRODUCT POSTED BY SELLERS ON THE WEBSITE; AND (V) OUR FAILURE TO MAKE THE WEBSITE AVAILABLE BECAUSE OF TECHNICAL DIFFICULTIES OR FOR ANY REASON OUT OF OUR CONTROL DOES NOT AMOUNT TO A FAILURE TO MEET THE OBLIGATIONS OR RESULT IN A BREACH BY FARMSREACH OF THE TERMS OF USE, AND YOU EXPRESSLY WAIVE ALL RIGHT TO DISPUTE SUCH FAILURE. WE CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO OUR SERVICES OR WEBSITE. WE MAY UPDATE, IMPROVE, OR OTHERWISE MODIFY THE WEBSITE (OR ANY OF ITS INDIVIDUAL FEATURES OR FUNCTIONALITIES) AT ANY TIME AS WE SEE FIT IN OUR SOLE DISCRETION. FARMSREACH DOES NOT WARRANT THAT THE WEBSITE, ITS SERVERS, OR EMAILS SENT FROM FARMSREACH ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FARMSREACH IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACTS OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL WHATSOEVER.

LIMITATION OF LIABILITIES

UNDER NO CIRCUMSTANCES SHALL FARMSREACH BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOSSES, COSTS OR EXPENSES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, MONEY, GOODWILL, REPUTATION OR INTERRUPTION OF BUSINESS (EVEN IF FARMSREACH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE USE OF THE WEBSITE OR ANY SERVICES PROVIDED THEREIN. IN NO EVENT SHALL THE TOTAL OBLIGATIONS OR LIABILITY OF FARMSREACH HEREUNDER EXCEED $100. REGARDLESS OF ANY LAW TO THE CONTRARY, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST FARMSREACH MORE THAN ONE YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE.

INDEMNIFICATION

You hereby agree to indemnify, defend and hold harmless FarmsReach and our parents, subsidiaries, successors, and affiliates, and each of their respective directors, officers, agents, representatives and employees, from any and all losses, claims, causes of action, damages, demands, costs, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from or is related to or is a result of (i) your use of the Website (including but not limited to the display of your information on the Website) or from your breach of any of the terms and conditions set forth herein; (ii) your breach of any representations and warranties made by you to FarmsReach or (iii) any claims asserted by a third party relating to products offered or displayed on the Website.

GENERAL PROVISIONS

The Terms of Use constitute the entire agreement with respect to the subject matter hereof. No waiver by FarmsReach of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of the Terms of Use is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of the Term of Use, all of which will remain in full force and effect. Any and all disputes relating to the Terms of Use, your use of the Website, or any other FarmsReach service are governed by, and will be interpreted in accordance with, the laws of the State of California, without regard to any conflict of laws provisions. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of the Terms of Use.

DISPUTES

Any dispute relating in any way to your visit to the Website or to products you purchase through the Website shall be submitted to confidential arbitration in San Francisco, California, except that, to the extent you have in any manner violated or threatened to violate FarmsReach’s intellectual property rights, FarmsReach may seek all remedies available to it, whether at law or in equity, including without limitation, injunctive or other appropriate relief in any state or federal court in the State of California, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under the Terms of Use shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under the Terms of Use shall be joined to an arbitration involving any other party subject to the Terms of Use, whether through class arbitration proceedings or otherwise.

SITE POLICIES, MODIFICATION, AND SEVERABILITY

If there are material changes to our Terms of Use, we will post a link to our revised Terms of Use on our home page. Your continued use of the Website will constitute your acceptance of any revised Terms of Use. We reserve the right to make changes to our Website, policies, and the Terms of Use at any time. We may amend the Terms of Use at any time by posting the amended terms on the Website or on our home page. Except as stated elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted.

OUR MAILING ADDRESS

FarmsReach, PO BOX 7488, Berkeley, CA 94707; info@farmsreach.com

Updated: 2014-07-24