Welcome, and thank you for your interest in Farmshare, Co. (“Farmshare,” “we,” or “us”) and our website at www.farmshare.co, along with our related websites, hosted applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Farmshare regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 17, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND FARMSHARE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. Farmshare Service Overview. The Service provides a web-based marketplace that connects users with independent food producers and others that provide the products offered through the Service (“Merchants”) and enables users to purchase food and/or other goods [for delivery by third-party delivery services (“Contractors”)]. Farmshare is not a restaurant, delivery service, or food preparation business.
2. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (1) you are at least 18 years old; (2) you have not previously been suspended or removed from the Service; and (3) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. Merchants Are Independent. You understand and agree that Farmshare provides a technology platform connecting you with Merchants. You acknowledge and agree that Farmshare does not itself produce or prepare food or offer delivery services, and has no responsibility or liability for the acts or omissions of any Merchant or any Contractor. Merchant is the retailer; the services offered by Farmshare pursuant to this Agreement do not include any retail services or any food preparation services. Farmshare is not in the delivery business nor is it a common carrier. Farmshare provides a technology platform facilitating the transmission of orders by users to Merchants for delivery by Contractors. Farmshare will not assess or guarantee the suitability, legality or ability of any Contractor or Merchant. You agree that Farmshare is not responsible for (1) the Merchants’ food preparation, quality, or packaging, (2) the safety of the food, (3) the accuracy of the photographs or images of the food prepared by the Merchants and/or delivered by the Contractor that are displayed through the Services, or (4) verifying Merchants’ compliance with applicable laws or regulations. Farmshare has no responsibility or liability for acts or omissions by any Merchant or Contractor. You agree that the goods that you purchase will be prepared by the Merchant you have selected, that title to the goods passes from the Merchant to you at the Merchant’s location, and that, for delivery orders, the Contractor will be directed by your instructions to transport the products to your designated delivery location. You agree that neither the Contractor nor Farmshare holds title to or acquires any ownership interest in any goods that you order through the Services.
4. Delivery. Farmshare may contract with one or more third-party delivery service provider(s) to fulfil orders placed through the Service. Any estimated delivery times are not guaranteed with respect to when an item ordered through the Service will be delivered. Farmshare makes no promises or guarantees with respect to the delivery of any items, whether or not such delivery is conducted by Farmshare or by one or more of its third-party delivery service providers.
6. Payment and Purchases
6.1 Overview. Certain features of the Service may allow you to purchase items. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable unless otherwise specifically provided for in these Terms.
6.2 Price. Farmshare reserves the right to determine pricing for the items and any related charges, including service and delivery fees (“Additional Fees”). Farmshare will make reasonable efforts to keep pricing information published on the Service up to date. Farmshare may update the fees for any item or any Additional Fees on a going forward basis in its sole discretion. Farmshare, at its sole discretion, may make promotional offers with different features and different pricing to any of Farmshare’s customers. These promotional offers, unless made to you, will not apply to any order or these Terms. We may cancel your order if you use a promotional offer that was not directed to you.
6.3 Authorization. You authorize Farmshare and its third-party payment processors to charge all fees payable by you as described in these Terms or published by Farmshare, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Farmshare or its third-party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
6.4 Delinquent Accounts. Farmshare may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
6.5 Out-of-Stock Items. Farmshare will use commercially reasonable efforts to keep the availability of each item up-to-date on the Service. Some items may be out of stock, even if the Service indicates that the item is in stock. In those cases, we may, in our sole discretion, attempt to contact you to modify your order to replace the out-of-stock item with an alternate item, or cancel your order with respect to the out-of-stock item. If Farmshare cancels your order with respect to one or more items on that order, Farmshare will refund to you any amounts paid by you for such cancelled item(s).
6.5 Returns and Refunds. Farmshare cannot accept returns for any items, but may, in its sole discretion, offer refunds for purchased items. You may request a refund by contacting firstname.lastname@example.org. Any refunds will be issued to the payment method used for the original purchase. It may take a few days for your bank or credit card company to process any issued refunds.
7.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Farmshare grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.
7.2 License Restrictions Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.
8. Ownership; Proprietary Rights. The Service is owned and operated by Farmshare. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Farmshare (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Farmshare or its third-party licensors. Except as expressly authorized by Farmshare, you may not make use of the Materials. There are no implied licenses in these Terms and Farmshare reserves all rights to the Materials not granted expressly in these Terms.
9. Third-Party Terms
9.2 Third-Party Software The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
10. Email Communications. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
11. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:
15. Disclaimers; No Warranties by Farmshare
15.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. FARMSHARE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. FARMSHARE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND FARMSHARE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
15.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR FARMSHARE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE FARMSHARE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA.
15.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 15 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Farmshare does not disclaim any warranty or other right that Farmshare is prohibited from disclaiming under applicable law.
16. Limitation of Liability
17.1 Generally. Except as described in Section 17.2 and 17.3, you and Farmshare agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND FARMSHARE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
17.2 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
17.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 within 30 days after the date that you agree to these Terms by sending a letter to Farmshare, Co., Attention: Legal Department – Arbitration Opt-Out, 2975 Max Ave #1061, Bozeman, MT 59718 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Farmshare receives your Opt-Out Notice, this Section 17 will be void and any action arising out of these Terms will be resolved as set forth in Section 18.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
17.4 Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Farmshare.
17.5 Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Farmshare’s address for Notice is: Farmshare, Co., 2975 Max Ave #1061, Bozeman, MT 59718. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Farmshare may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Farmshare will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Farmshare has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
17.6 Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your [residence/billing address] unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your [residence/billing address]. During the arbitration, the amount of any settlement offer made by you or Farmshare must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
17.7 Arbitration Relief. Except as provided in Section 17.8, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Farmshare before an arbitrator was selected, Farmshare will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
17.8 No Class Actions. YOU AND FARMSHARE 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 Farmshare 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.
17.9 Modifications to this Arbitration Provision. If Farmshare makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Farmshare’s address for Notice of Arbitration, in which case your account with Farmshare will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
17.10 Enforceability. If Section 17.8 or the entirety of this Section 17 is found to be unenforceable, or if Farmshare receives an Opt-Out Notice from you, then the entirety of this Section 17 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 18.2 will govern any action arising out of or related to these Terms.
18.2 Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Farmshare submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Gallatin County, Montana for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Montana, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
18.4 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
18.6 Contact Information. The Service is offered by Farmshare, Co., located at 2975 Max Ave #1061, Bozeman, MT 59718. You may contact us by sending correspondence to that address or by emailing us at email@example.com.
18.7 Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
18.8 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
18.9 International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.