SUBJECT TO THESE TERMS OF SERVICE(THIS "AGREEMENT"),FARMRAISE INC. ("FARMRAISE","WE", "US" AND/OR "OUR") PROVIDES ACCESS TO FARMRAISE'S WEBSITE, FARMRAISE TRACKS (“APP”), AND THE FARM FUNDING PLATFORM SUBSCRIPTION SERVICES (COLLECTIVELY, THE "SERVICES"). BY CLICKING THE BOX TOUSE THE SERVICES OR BY USING THE SERVICES, YOU AGREE TO ABIDE BY EACH OF THE TERMS OF THIS AGREEMENT SET FORTH BELOW.
If you are entering into this Agreement on behalf of a company, business, or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case, the term “you” shall refer to such entity. If you do not have such authority or if you do not agree with this Agreement, you must not accept this Agreement and may not use any of the Services.
IMPORTANT- THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THE MUTUAL ARBITRATION PROVISIONS AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION. THIS AGREEMENT ALSO CONTAINS RELEASES, LIMITATIONS ON LIABILITY, AND PROVISIONS ON INDEMNITY AND ASSUMPTION OF RISK, ALL OF WHICH MAY LIMIT YOUR LEGAL RIGHTS AND REMEDIES. PLEASE REVIEW THEM CAREFULLY.BY USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE EIGHTEEN (18)YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THATY OU ARE LEGALLY BOUND BY ITS TERMS.
THESE TERMS OF SERVICE AS SET FORTH BELOW GOVERN YOUR USE OF THE SERVICES. THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND FARMRAISE AND GOVERN YOUR ACCESS TO, AND USE OF, THE SERVICES. FOR THE SAKE OF CLARITY, THESE TERMS OF SERVICE ARE CONCLUDED BETWEEN YOU AND FARMRAISE ONLY, AND NOT WITH APPLE ,INC. (“Apple”). IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OF SERVICE, DO NOT ACCESS OR OTHERWISE USE THE SERVICES,INCLUDING THE APP OR ANY INFORMATION ON OR RELATED TO THE APP.
BY USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE EIGHTEEN(18) YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOUARE LEGALLY BOUND BY ITS TERMS. IF YOU ARE UNDER THE AGE 18 OR THE AGE OF MAJORITY IN YOUR COUNTRY OF RESIDENCE, YOU MUST HAVE YOUR PARENT OR LEGAL GUARDIAN’S PERMISSION TO USE THE SERVICES, AS WELL AS HAVE THEM READ AND AGREE TO THESE TERMS OF SERVICE.
1.1. Signup. A valid FarmRaise account may only be created and maintained if you provide valid information during the signup process and you regularly update such information to ensure its accuracy and completeness.
1.2. Login Credentials. You shall be responsible for maintaining the confidentiality of login information associated with your account. Each user must have unique login credentials that may not to be shared by multiple users or with third parties. You are responsible for all activities that occur under, or are undertaken using, your account.
2. Use License.
2.1. Materials. FarmRaise provides certain content through the Services. Certain information, documents, products, and services provided on and/or through the Services, including, but not limited to, content, logos, and images and information in our funding library (together, the“Materials”) are provided to you by FarmRaise and are the copyrighted and/or trademarked works of FarmRaise or FarmRaise’s licensors. Your Content (as further defined below in the YourContent Section), which includes, among other things, your loan and grant application submissions, is not considered Materials for purposes of this Agreement.
2.2. License to Materials. During the period for which you are authorized to use the Services, and subject to your compliance with the terms of this Agreement, FarmRaise grants you a personal, non-sublicensable, non-exclusive, non-transferable, and limited license to use the Materials and the Services solely for your internal business or personal purposes according to the functionality capacity of your account.
2.3. Reservation of Rights; Ownership. Any rights not expressly granted herein are reserved byFarmRaise and no license or right to use any trademark of FarmRaise or of any third-party is granted to you in connection with the Services. FarmRaise owns and retains all right, title, and interest in and to (a) the Services and all improvements, enhancements, or modifications there to and (b) all intellectual property rights related to any of the foregoing.
2.4. Updates and Changes. We may offer updates to the Services and Materials and change theServices and Materials made available to you, from time to time, for feature enhancement, security, or other purposes. We reserve the right to cease providing the Materials and all or part of theServices at any time.
3. Your Content. You are solely responsible for all data, information, text, content, and other materials that you upload, deliver, provide, or otherwise transmit on or through the Services, including, without limitation, any information you include in a loan or grant application ("YourContent"). FarmRaise reserves the right to access your account in order to respond to your requests for technical support or Support Services. By submitting Your Content on or through the Services, you grant FarmRaise a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, distribute, display, publish, and perform Your Content only in connection with FarmRaise’s provision of the Services.
4. Free Tier. We currently offer a free subscription to the Services, at our sole discretion. Under the free tier, you may apply for, and be matched with, up to two (2) federal grant programs. We may change the terms and conditions applicable to the free tier or discontinue offering the free tier at any time. We reserve the right to disable, terminate, use of the free tier, with or without notice, at our sole discretion.
5. Acceptable Use.
5.1. Restrictions. The Services may only be used for lawful purposes and in accordance with all grant and loan program terms and conditions. Without limitation, you shall:
(i) not attempt to gain unauthorized access to, or undermine the security or integrity of, the computing systems or networks owned or operated by FarmRaise, its partners, or any other person; (ii) not use the Services to impersonate another person or misrepresent your authorization to act on behalf of others or FarmRaise;
(iii) use the Services to transmit or submit any content, materials, or data that is fraudulent, illegal, misleading, or incorrect;
(iv) not introduce software, or automated agents and/or scripts, into the Services in order to (1) produce multiple accounts, (2) generate automated searches, requests, or queries, or(3) strip and/or mine the Materials, content, or data available on or through the Services;
(v) not access the Services through automated methods, including through the use of any robots or other computer code that calls the Services;
(vi) not rent, lease, loan, sell access to, or otherwise attempt to transfer any right in the Services (which includes its software and documentation) to a third-party, through framing or any other method; (vii) not interfere with, or disrupt, the Services or create an undue burden on the Services or the networks or services connected to the Services; or
(viii) not perform any benchmark tests or analyses relating to the Services without the express permission of FarmRaise.
5.2. Violations. The final decision of whether an account is in violation of any of these accept able use terms or any other terms of this Agreement is at the sole discretion of FarmRaise. You agree that violations of this Agreement by you or any person or entity acting under or using your account will, in addition to any other remedies available to FarmRaise, result in termination of your access to the Services and may result in a revocation of any applications you have submitted through theServices. In addition, a violation of these terms or any of FarmRaise's policies may result in (A)tracking information being stored by FarmRaise to identify the offending person and/or (B) a permanent prohibition on owning an account on the Services.
6. Security. You understand that the operation of the Services, including the uploading, storing, transmitting, or displaying of Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and/or (c) transmissions to FarmRaise's third-party vendors and hosting partners in order to provide the necessary hardware, software, networking, storage, and related technology that is required to operate and maintain the Services. Accordingly, you acknowledge that you bear sole responsibility for adequately securing, protecting, and backing up Your Content.FarmRaise will have no liability to you for any unauthorized access or use of any of Your Content that is attributable, in whole or in part, to a security vulnerability on your website, deployment, or project or to any corruption, deletion, destruction or loss of any Your Content.
7. Usage Restrictions.
7.1. Prohibitions. You will not, directly or indirectly:
7.2. FarmRaise Policies. You shall comply with any codes of conduct, policies, or other notices that FarmRaise provides you or publishes in connection with the Services and you shall promptly notify FarmRaise if you learn of a security breach relating to the Services. Without limiting the foregoing, you acknowledge that FarmRaise may establish general practices and limits concerning the use of the Services, including, without limitation, the maximum period of time that data, code, or other content will be retained by the Services and the maximum storage space that will be allotted on FarmRaise's servers on your behalf. You further acknowledge that FarmRaise reserves the right to change these general practices and limits, at any time, in its sole discretion.
7.3. Access to Materials. The Services are based in the United States and are provided for persons located in the United States who want to access and use the Services. You acknowledge that you may not be able to access all or portions of the Services outside of the United States and that access to the Materials by certain persons or in certain countries may not be legal. If you access theMaterials or the Services from outside the United States, you are responsible for compliance with local laws.
8. Support. Subject to the terms hereof, FarmRaise may, but is not required to, provide you with commercially reasonable remote technical support services during FarmRaise's normal business hours ("Support Services") in accordance with FarmRaise's then-current support terms.
9. Electronic Communications. By using the Services, you consent to receiving electronic communications from FarmRaise. These electronic communications may include notices about applicable Services, fees and charges related to the Services, and transactional or other information concerning or relating to the Services. These electronic communications are part of your relationship with FarmRaise and you receive them as part of your use of the Services. You agree that any notices, agreements, disclosures, or other communications that FarmRaise sends you electronically will satisfy any legal communication or notice requirements, including that such communications be in writing.
10. Representation and Warranties.
10.1. Representations. You represent and warrant that (i) you own all of Your Content or have obtained all permissions, releases, rights, or licenses required to engage in posting and other related activities (and allow FarmRaise to perform its obligations) in connection with the Services without obtaining any further releases or consents; (ii) Your Content and other activities conducted by you in connection with the Services, and FarmRaise's exercise of all rights and licenses granted by you herein, do not and will not violate, infringe, or misappropriate any third-party's copyright, trademark, right of privacy or publicity, or other personal or proprietary right; (iii) Your Content is not false, misleading, inaccurate, fraudulent, defamatory, obscene, unlawful, threatening, abusive, tortious, offensive, or harassing; and (iv) you will use the Services only in compliance with FarmRaise's standard published policies then in effect and all applicable laws and regulations.
10.2. Mutual Warranty. Each party represents and warrants to the other that it has the full right and power to enter into and perform its obligations under this Agreement, without any third-party consents or other conflicts with any other agreement.
11. Indemnification. You will indemnify and hold harmless FarmRaise against any claims, actions or demands brought by a third-party and all resulting liabilities, settlements, cost, damages and fees (including, without limitation, reasonable legal and accounting fees) arising out of or resulting from (i) your breach of this Agreement, (ii) Your Content, or (iii) your access, contribution towards, or use, or misuse, of the Services. FarmRaise shall provide notice to you of any such claim, suit, or demand. FarmRaise reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests that may assist FarmRaise in its defense of such matter.
12. Confidentiality; Proprietary Rights.
12.1. Confidentiality. Each party (the "Receiving Party") understands that the other party (the"Disclosing Party") has disclosed or may disclose business, technical, product, or financial information or data relating to the Disclosing Party's business (hereinafter referred to as"Proprietary Information" of the Disclosing Party). Proprietary Information of FarmRaise includes non-public information regarding features, functionality, and performance of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third-party any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was rightfully in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without confidentiality restrictions by a third-party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party as evidenced by its internal files. If a Receiving Party is required by law or a governmental agency to disclose the Disclosing Party's Proprietary Information, the ReceivingParty must provide reasonable notice to the Disclosing Party of such required disclosure so as to provide the Disclosing Party a reasonable period of time to seek a protective order or limit the amount of Proprietary Information to be disclosed.
12.2. Feedback. To the extent you or any of your users provide any suggestions to FarmRaise regarding the functioning, features, and other characteristics of the Services, documentation, or other materials or services provided or made available by FarmRaise ("Feedback"), you hereby grant FarmRaise a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully transferable, worldwide license (with rights to sublicense through multiple tiers of sub-licenses),under all of your intellectual property rights, to use and exploit such Feedback in any manner and for any purpose.
12.3. Aggregate Data. FarmRaise shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies and FarmRaise will be free (during and after the term hereof) to (i) use such information and data to improve upon and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and otherFarmRaise offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
13. Payment of Fees.
13.1. Subscription Tiers. Subscriptions for the Services will be provided according to the subscription tier level you select. There is a free tier and there are paid tiers as set forth on our payment page. You may opt to upgrade or downgrade to any other plan level that FarmRaise offers at any time during the period of your plan; provided that a downgrade will be not go into effect until the next renewal date.
13.2 Additional Fees. For certain Services, such as grant writing Services, you will be charged an hourly fee as set forth on our payment page and will be responsible for paying any applicable tax.
13.3. Grant Fees. We may charge an upfront fee for you to submit a grant or loan application through FarmRaise, as defined on our payment page. Certain customers that used the Services prior to July 21st, 2022, agreed to a fee for success, and successfully obtained a grant or loan, will be charged said fee based on the percentage rates of the entire grant or loan amount as set forth on said agreement. If you successfully obtain a grant or loan through the Services, you must promptly notify FarmRaise by contacting us at firstname.lastname@example.org. You acknowledge and agree that FarmRaise may audit your records if you agreed to a Fee for Success to confirm whether or not you received a grant or loan and that FarmRaise may obtain lists of awarded loans and grants from the grantors and/or agencies. You agree to pay, and FarmRaise will automatically charge, the applicable fee for success to your credit card or other payment account on record within ninety (90) days of the date of the grant or loan being awarded to you if you agreed to a Fee for Success, unless you contact FarmRaise earlier to request a payment plan, which FarmRaise may permit in its sole discretion.
13.4. Payments. All fees will be billed to the credit card or other payment account you provide in accordance with the billing terms in effect at the time a fee or charge is due and payable. You acknowledge and agree that FarmRaise will automatically charge your credit card or other payment account on record with FarmRaise in connection with your use of the Services as set forth in this Section 13 and: (i) in advance of each monthly subscription term, for the subscription tier you have selected and (ii) in advance for other Services, including grant writing. The monthly Services subscription tier will automatically renew for additional months as set forth in Section 14.2 below. You represent and warrant to FarmRaise that all of your payment information is true and correct and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) to your payment information that may occur. If payment is not received or cannot be charged to your credit card or other payment account for any reason in advance or when due, FarmRaise reserves the right to either suspend or terminate your access to the Services and terminate this Agreement. All fees are non-refundable, except as expressly stated otherwise in this Agreement.
13.5. Taxes; Charges. All payments shall be made in the currency of the United States. You will pay all applicable taxes, duties, withholdings, backup withholding, and the like; when FarmRaise has the legal obligation to pay or collect such taxes, the appropriate amount shall be paid by you directly to FarmRaise. If all or any part of any payment owed to FarmRaise under this Agreement is withheld based upon a claim that such withholding is required pursuant to the tax laws of any country or its political subdivisions and/or any tax treaty between the United States and any such country, such payment shall be increased by the amount necessary to result in a net payment to FarmRaise of the amounts otherwise payable under this Agreement. You will reimburse FarmRaise for any pre-approved and agreed upon costs. FarmRaise may change its fees and payment terms at its discretion; provided however, that such changes will not take effect for you until the start of the next payment period. FarmRaise will provide written notice to you of any changes to the fees that affect the Services purchased by you. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount.
14. Term and Termination.
14.1. Term. Subject to earlier termination as provided below, the term of this Agreement will commence on your acceptance of this Agreement and will continue for as long as the Services are being provided to you under this Agreement.
14.2. Renewal. The term of your subscription and any Services shall automatically renew, as applicable in your state of residence, for successive terms equal in duration to the initial term unless you cancel at least thirty (30)days in advance of the anniversary date of your purchase (or other period of time in your state of residence) or unless your account is otherwise terminated.
14.3. Your Termination Rights. You have the right to terminate your subscription and Services account at any time by sending a cancellation request to email@example.com. Such termination will become effective upon the start of the next billing or renewal period.
14.4. FarmRaise’s Termination Rights. Subject to earlier termination as provided below,FarmRaise may terminate your account and this Agreement at any time by providing thirty (30)days’ prior notice to the administrative email address associated with your account. In addition to any other remedies FarmRaise may have, FarmRaise may also terminate this Agreement upon ten (10) days' notice (or two (2) days in the case of nonpayment), if you breach any of the terms or conditions of this Agreement. FarmRaise may terminate your account and this Agreement immediately if you exceed any FarmRaise limits concerning the use of the Services, including without limitation, the maximum period of time that data, code, or other content will be retained by the Services, the maximum storage space that will be allotted on FarmRaise's servers on your behalf, the maximum compute capacity provided for the execution of builds and functions, and the maximum network data transferred by the Services. You acknowledge that FarmRaise reserves the right to terminate accounts that are inactive for an extended period of time and to modify or discontinue, temporarily or permanently, the Services (or any part thereof). All of Your Content on the Services (if any) may be permanently deleted by FarmRaise upon any termination of your account in FarmRaise’s sole discretion.
14.5. Survival. All Sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, Sections 14.2 and 14.3, and any accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
14.6. Effect of Termination. Upon the termination of this Agreement for any reason: (i) the licenses granted under this Agreement in respect of the Services shall immediately terminate and you and your users shall cease use of the Services; (ii) FarmRaise will cease providing any SupportServices; (iii) you shall pay to FarmRaise the full amount of any outstanding fees due hereunder; and (iv) within fourteen (14) calendar days of such termination, each party shall destroy or return all Proprietary Information of the other party in its possession or control, and will not make or retain any copies of such information in any form, except that the Receiving Party may retain one(1) archival copy of such information solely for purposes of ensuring compliance with this Agreement.
15. Disclaimer. THE SERVICES AND SUPPORT SERVICES ARE PROVIDED "AS IS" AND FARMRAISE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FARMRAISE DOES NOT WARRANT THAT THE SERVICES OR SUPPORT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE ,FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THE SUPPORT SERVICES. FARMRAISE DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT YOU WILLBE MATCHED OR AWARDED ANY GRANTS OR LOANS. FARMRAISE MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING ANY INFORMATION RELATING TO GRANTS AND LOANS PROVIDED BY THIRD-PARTIES AND PUBLISHED BY FARMRAISE ON THE SERVICES.
16. Limitation of Liability.
16.1. Limit of Liability and Waiver of Consequential Damages. NEITHER FARMRAISE NORITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A)FOR ERRORS, INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, SPECIAL,EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR (C) FORANY DIRECT DAMAGES, COSTS, LOSSES, OF LIABILITIES IN AMOUNTS THAT,TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE FEES PAID BY YOU TO FARMRAISE FOR THE SERVICES UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER THIS AGREEMENT.
16.2. Limits. Some states do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, FARMRAISE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
16.3 Links to and From theServices. FarmRaise does not have and shall not be liable for the accuracy or availability of information provided by the certain third parties which are linked to the Services. Links to external websites are provided as a convenience to you and do not constitute an endorsement by FarmRaise of such websites or the conduct, products, advertising, or other materials presented on such websites, including any changes or updates thereto.
17. Miscellaneous. FarmRaise may modify, amend, alter, revise, or change this Agreement from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice at https://www.farmraise.com. You can review the most current version of this Agreement at any time at https://www.farmraise.com/terms. Revisions to this Agreement will become effective upon the earlier of (i) the stated effective date of such revision or (ii) thirty (30) days after FarmRaise posts or sends you notice of such changes.If you use the Services after any such revision becomes effective pursuant to this Section, your use will constitute your acceptance of the revised Agreement. If any change to this Agreement is not acceptable to you, your only remedy is to stop using the Services and you must send a cancellation email to firstname.lastname@example.org. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that thisAgreement will otherwise remain in full force and effect and enforceable. You may not assign, transfer, or sublicense this Agreement without the prior written consent of FarmRaise, butFarmRaise may assign or transfer this Agreement, in whole or in part, without restriction. Any attempted assignment or transfer of this Agreement by the parties in contravention of the foregoing shall be null and void. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. All amendments must be in writing and signed by both parties, except as otherwise provided herein.No agency, partnership, joint venture, or employment relationship is created as a result of thisAgreement and neither party has any authority of any kind to bind the other party in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Any delays or failures in FarmRaise’s performance of its obligations under this Agreement shall not constitute a default hereunder or give rise to any claims for damages to the extent that such delays or failures of performance are caused by any events beyond the reasonable control of FarmRaise including, without limitation, any of the following specific occurrences: acts of God or the public enemy, acts of terrorism, pandemics, epidemics, labor strikes, expropriation or confiscation of facilities, compliance with any unanticipated duly promulgated governmental order, acts of war, rebellion or sabotage or damage resulting therefrom, fires, floods, explosion, or riots.
18. Governing Law; Disputes; Arbitration.
18.1. Law. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions and the parties agree to the exclusive jurisdiction of the state and federal courts in Santa Clara County.
18.2. No Waiver. The failure of FarmRaise to exercise or enforce any right or provision of thisAgreement shall not be a waiver of that right. You acknowledge that this Agreement is a contract between you and FarmRaise, even though it is electronic and is not physically signed by you andFarmRaise, and it governs your use of the Services.
18.3. Arbitration. Certain portions of this Section are deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act ("FAA"). You and FarmRaise expressly agree and intend that this Section satisfies the "writing" requirement of the Federal Arbitration Act. ThisSection can only be amended by mutual agreement.
18.4. Informal Dispute Resolution. If any Claim (as defined below) arises out of or relates to theServices or this Agreement, other than as may be provided herein, then you and FarmRaise agree to send notice to the other providing a reasonable description of the Claim, along with a proposed resolution of it. FarmRaise’s notice to you will be sent based on the most recent contact information that you provided FarmRaise. If no such information exists or if such information is not current, FarmRaise has no obligation under this Section. For a period of sixty (60) days from the date of receipt of notice from the other party, you and FarmRaise will engage in a dialog to attempt to resolve the Claim in good faith, though nothing will require either you or FarmRaise to resolve the Claim on terms that you or FarmRaise, in each of the parties' sole discretion, are not comfortable with. For purposes of this Section 18, "Claims" means collectively, and without limitation, any and all claims, injuries, demands, liabilities, disputes, causes of action (including statutory, contract, negligence, or other tort theories), proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses (including attorneys' fees, whether incurred pre-litigation, pre-trial, at trial, on appeal, or otherwise), damages of any kind whatsoever(including consequential, compensatory, or punitive damages), or losses (whether known, unknown, asserted, non-asserted, fixed, conditional, or contingent) that arise from or relate to (i)the Services, including any and all content, materials, and software related thereto, and/or (ii) your use of the Services.
18.5. Applicable Law. If you and FarmRaise cannot resolve a Claim, within sixty (60) days of the receipt of the notice, then you agree that that any such Claim and all other disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any Claim that all or any part of this Agreement is void or voidable or a dispute as to whether a Claim relating to your use of the Services is subject to arbitration, will be resolved by binding arbitration, rather than in court. The FAA, not state law, shall govern the arbitrability of such disputes, including the class action waiver below. However, you andFarmRaise agree that California state law or United States federal law shall apply to, and govern, as appropriate, any and all Claims or disputes arising between you and FarmRaise regarding thisAgreement and the Services, whether arising out of contract, statute, common law, or any other legal theory, without regard to choice of law principles. There is no judge or jury in arbitration and court review of an arbitration award is limited. However, an arbitrator must follow the terms of this Agreement as a court would. THIS SECTION, INCLUDING THE PROVISIONS ON BINDING ARBITRATION AND CLASS ACTION WAIVER, SHALL SURVIVE ANY TERMINATION OF YOUR ACCOUNT OR THE SERVICE.
18.6. Arbitration Request. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your Claim to FarmRaise at 340 S Lemon Ave #4133, Walnut, California 91789. The arbitration will be conducted by JAMS in accordance with the JAMSStreamlined Arbitration Procedure Rules in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Payment of all filing, administration, and arbitrator fees will be governed by JAMS' rules. The arbitration shall take place in San Francisco, California or at such other venue (and pursuant to such procedures) as is mutually agreed upon and shall be conducted in the English language. You can obtain JAMS’ procedures, rules, and fee information as follows: phone number (800.352.5267) and website (https://www.jamsadr.com).
18.7. Fees. You and FarmRaise will pay the administrative and arbitrator's fees and other costs in accordance with the applicable arbitration rules; but, if applicable arbitration rules or laws requireFarmRaise to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then FarmRaise will have the right to elect to pay the fees and costs and proceed to arbitration. Arbitration rules may permit FarmRaise to recover attorneys' fees. FarmRaise will not seek to recover attorneys' fees and costs in arbitration unless the arbitrator determines the Claims are frivolous.
18.8. Class Action Waiver. YOU AND FARMRAISE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You andFarmRaise each agree that such proceeding shall take solely by means of judicial reference pursuant to California Code of Civil Procedure Section 638.
18.9. Exceptions. Notwithstanding the agreement to resolve all disputes through arbitration, you or FarmRaise may bring suit in court to enjoin infringement or other forms of unauthorized misuse of intellectual property rights (including patents, copyrights, trademarks, trade secrets, and moral rights, but not including privacy rights). You or FarmRaise may also seek relief in small claims court for Claims within the scope of that court's jurisdiction. In the event that the arbitration provisions above are found not to apply to you or to a particular Claim, either as a result of your decision to opt-out of the arbitration provisions or as a result of a decision by the arbitrator or a court order, you agree that the venue for any such Claim or dispute is exclusively that of a state or federal court located in Santa Clara County, California. You and FarmRaise agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such Claims or any other disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement or your use of the Services in the event that the arbitration provisions are found not to apply. In such a case, should FarmRaise prevail in litigation against you to enforce its rights under this Agreement, FarmRaise shall be entitled to its costs, expenses, and reasonable attorneys' fees (whether incurred at or in preparation for trial, appeal or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which FarmRaise may be entitled.
18.10. Restrictions. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IFYOU OR FARMRAISE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR FARMRAISE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE ASSET FORTH HEREIN) WITHIN ONE (1) YEAR AFTER THE CLAIM ARISES OR IT WILLBE FOREVER BARRED. "Commencing" means, as applicable: (i) by delivery of written notice as set forth herein; (ii) filing for arbitration with JAMS as set forth herein; or (iii) filing an action in state or federal court. This provision will not apply to any legal action taken by FarmRaise to seek an injunction or other equitable relief in connection with any losses (or potential losses)relating to the Services, intellectual property rights of FarmRaise, and/or FarmRaise's provision of the Services.
18.11. Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to: email@example.com with the subject line "COMPANY ARBITRATION AND CLASS ACTION WAIVER OPT-OUT". The notice must be sent within thirty (30) days of your first use of the Services, otherwise you shall be bound to arbitrate any disputes in accordance with this Agreement. If you opt-out of these arbitration provisions, FarmRaise also will not be bound by them. 19. Privacy. Please visit https://www.farmraise.com/terms to understand how FarmRaise collects and uses personal information.
20. California Residents. If you are a California resident, you may have this Agreement mailed to you electronically by sending a letter to 17130 Van Buren Blvd, PMB 637, Riverside, CA 92504 with your email address and a request for the Agreement. In addition, under California Civil CodeSection 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 Services or to receive further information regarding use of the Services.