Farm at Hand Inc. (“Farm at Hand”, “We”, “Us”, “Our”, which terms include all of Farm at Hand’s officers, directors, shareholders, employees, and affiliates) owns and operates the Website located at WWW.FARMATHAND.COM (the “Website”) and the Farm at Hand application and the Scouting Pro application (the “Farm at Hand App”, the “App”), collectively the “Services”. These terms of use (the “Terms of Use”, “Terms”) apply to all users of the Website, including users who upload any materials to the Website, users who use services provided through this Website and/or the Farm at Hand App, users who download and/or use the Farm at Hand App and users who simply view the content on or available through this Website or the Farm at Hand App (individually, “User”, “You”, “Your”, and collectively “Users”).

BY USING THE SERVICES, INCLUDING THE WEBSITE AND/OR THE FARM AT HAND APP, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE, INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR AVAILABLE BY HYPERLINK IN THESE TERMS OF USE. You must abide by Farm at Hand’s policies as stated in these Terms of Use as well as all other operating rules, policies and procedures that may be published from time to time on the Website or the App, each of which is incorporated herein by reference and each of which may be updated by Farm at Hand from time to time without notice to You. IF YOU DO NOT ACCEPT THESE TERMS OF USE, THEN DO NOT USE THE FARM AT HAND APP OR THIS WEBSITE OR ANY OF ITS CONTENT OR SERVICES.

THESE TERMS OF USE MAY BE AMENDED OR UPDATED BY FARM AT HAND FROM TIME TO TIME WITHOUT NOTICE AND THE TERMS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE.  IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE FOR ANY CHANGES. YOUR USE OF THE SERVICES AFTER ANY AMENDMENTS OR UPDATES OF THESE TERMS OF USE SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF SUCH REVISED TERMS. ANY NEW FEATURES THAT MAY BE ADDED TO THIS WEBSITE OR THE APP FROM TIME TO TIME WILL BE SUBJECT TO THESE TERMS OF USE, UNLESS STATED OTHERWISE. YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS OF USE.

  1. The Services. The Farm at Hand Services allow farmers who register for an account (“Farmers”) and agricultural businesses which register for an account (“Agricultural Businesses”) through the Website and/or Farm at Hand App to manage and share information among closed user groups.  The Services are designed to:  i) allow Farmers to manage their farm properties and activities; ii) enable Farmers to give access to certain of their information contained in their Farm at Hand accounts (“Farmer Accounts”) to other individuals such as agronomists (“Sub-Users”) so that these Sub-Users may upload information to Farmer Accounts through sub-accounts (“Sub-Accounts”); iii) allow Farmers to grant access and permission to use their Farmer Accounts to Agricultural Businesses; and (iv) enable Agricultural Businesses to manage Farmer Accounts they are granted access to. In order to access the Services, You must be a registered User and You can use the Services from a computer and/or a personal mobile device if You have downloaded the Farm at Hand App.
  2. Privacy.  Farm at Hand collects, uses and discloses Users’ personal information in accordance with its Privacy Policy, which is available by clicking [insert:  link to Privacy Policy].  Farm at Hand’s Privacy Policy may be changed from time to time by Farm at Hand in its discretion without any notice or liability to You or any other person by making an amended Privacy Policy accessible through the Website.  By accepting these Terms, and each time You use and access the Website, You consent to the collection, use and disclosure of Your personal information by Farm at Hand in accordance with the Privacy Policy as it then reads.
  3. Permission to Use the Services.  You may use the Services only if: (1) You have reached the age of majority where You live; and (2) You can form legally binding contracts under applicable law.  You may not use the Services if You live in a jurisdiction where use of the Services or any part of them may be illegal or prohibited .  It is solely Your responsibility to determine whether Your use of the Services is lawful, and You must comply with all applicable laws.  Farm at Hand reserves the right to request proof of identification, residence and age.
  4. Account Registration.  You agree to: (a) provide true, accurate, current and complete information about Yourself as prompted by any registration form(s) on the Services, including Your geographical location and billing address (the “Registration Data“); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete, including a valid email address.  If You provide any information that is untrue, inaccurate, not current or incomplete, Farm at Hand has the right to suspend or terminate Your account and refuse any and all current or future use of the Services (or any portion thereof).

Registered users will receive a password and account designation upon completing the Services registration process. You are responsible for maintaining the confidentiality of the password, account and account designation and are fully responsible for all activities that occur under Your password, account designation or account. You agree to: (a) immediately notify Farm at Hand of any unauthorized use of Your password, account designation or account or any other breach of security; and (b) ensure that You exit from Your account at the end of each session. You agree that Farm at Hand cannot and will not be liable for any loss or damage arising from Your failure to keep Your password and account secure.

You may not transfer or sell Your account and account designation to another party. If You are registering as an Agricultural Business or any other form of business entity, You personally guarantee that You have the authority to bind the entity to these Terms of Use.

The Services are not available to temporarily or indefinitely suspended registered Users. Farm at Hand reserves the right, in Farm at Hand’s sole discretion, to cancel unconfirmed or inactive accounts.  Farm at Hand reserves the right to refuse the Services to anyone, for any reason, at any time.

  1. User Content. All information, data, databases, ideas, charts, reports, articles, publications, analyses, inventions, observations, concepts, know-how, techniques, technology, text, software, photographs, graphics, video, messages, product names, company names, trademarks, logos and trade names, and other content and materials, including any intellectual property rights contained therein, posted or otherwise transmitted to the Website and/or App by viewers or Users (“User Content”), is the sole responsibility of such viewers or Users. This means that the viewer or User, and not Farm at Hand, are entirely responsible for all such User Content uploaded, posted, emailed, transmitted or otherwise made available by using the Services.  Farm at Hand does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity or quality of such content.  Users acknowledge that by using the Services, they may be exposed to User Content that is inaccurate or otherwise misleading.  Under no circumstances will Farm at Hand be liable in any way for any User Content, including, but not limited to, for any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the viewing or use of any User Content posted, emailed, transmitted or otherwise made available via the Services.
  2. Restrictions on User Content and Use of the Services. Farm at Hand reserves the right at all times (but will have no obligation) to remove or refuse to distribute any User Content and to terminate Users or reclaim usernames.  Subject to the terms of Our Privacy Policy, We also reserve the right to access, read, preserve, and disclose any information as We reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Use, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to User support requests; or (v) protect the rights, property or safety of Our Users and the public.

YOU UNDERSTAND AND AGREE THAT FARM AT HAND HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE, IN WHOLE OR IN PART, ANY USER CONTENT OR OTHER CONTENT RELATED TO THE SERVICES, INCLUDING WITHOUT LIMITATION, DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON FARM AT HAND’S SERVERS, AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND.

In using the Website, Farm at Hand App and/or Services You shall not:

a. copy any content unless expressly permitted to do so herein;

b. upload, post, email, transmit or otherwise make available any material or content that:

1. is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;

2. You do not have a right to make available under any law or under a contractual relationship;

3. infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any party (including privacy rights);

4. is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

5. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or the App or that of any Users or viewers of the Website or the App or that compromises a User’s privacy; or

6. contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;

c. impersonate any person or entity or misrepresent their affiliation with a person or entity;

d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Services or impersonate another person or organization;

e. interfere with or disrupt the Website, the App, or servers or networks connected to the Website or the App, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or the App or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;

f. intentionally or unintentionally violate any applicable local, state, provincial, national or international law or regulation;

g. collect or store personal information about other Users or viewers except as explicitly permitted in these Terms of Use and the Privacy Policy;

h. license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website or Farm at Hand App; or

i. modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Farm at Hand App or any software provided as part of the Website, except to the extent the foregoing restrictions are expressly prohibited by applicable law.

 

You also agree not to access the Website in a manner that utilizes the resources of the Website more heavily than would be the case for an individual person using a conventional Web browser.  Notwithstanding the foregoing, operators of public search engines may use spiders or other bots for the purpose of creating publicly available searchable indices of the materials on this Website.

 

  1. User Content License. By submitting, posting or displaying User Content on or through the Services, You automatically grant to Farm at Hand (and our agents), or warrant that the owner has expressly granted to Farm at Hand, a royalty-free, fully-paid, perpetual, irrevocable, non-exclusive, transferable, worldwide, sublicensable (through multiple tiers) right and license to use, reproduce, copy, publish, distribute, transmit, host, market, create derivative works of, modify, bundle, adapt, communicate, display and perform the User Content and any intellectual property rights therein (including but not limited to any copyright, trademark, publicity and database rights), in any form, technology or media now known or later developed, without providing compensation to You or anyone else, without any liability whatsoever.  Further, subject to the terms of our Privacy Policy, Farm at Hand shall be free to use any ideas, concepts, know-how or techniques contained in such User Content for any purposes whatsoever, including but not limited to, research, development, manufacturing and marketing of products and services and other items incorporating such ideas, concepts, know-how and techniques.

Subject to the Privacy Policy where relevant, You hereby (i) agree to waive all moral rights in any User Content and any intellectual property rights therein in favour of Farm at Hand; (ii) consent to Your name appearing as the author or contributor of any such User Content, where applicable, and to the disclosure and/or display of such information and any other information which appears in or is associated with such User Content in accordance with Your account settings; and (iii) acknowledge and agree that Farm at Hand is not responsible for any loss, damage or corruption that may occur to Your User Content.

When you submit User Content to or via the Services, You (i) represent and warrant that the User Content is original to You and that no other party has any rights thereto, and that You retain ownership of any copyright or other intellectual property right You claim to Your submitted User Content, or (ii) You represent and warrant that You are legally entitled to post, submit, or otherwise make available the User Content and grant the foregoing license to Farm at Hand.

  1. End User License. Except for User Content, the Services, including the Farm at Hand App and this Website, and the information, content, and materials that they contain, are the property of Farm at Hand and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws.  Provided that You are eligible for use of the Services and subject to these Terms, Farm at Hand hereby grants to You a limited, personal, non-exclusive, non-sublicensable, revocable, non-assignable and non-transferable right and license to (a) use the Website for Your personal use, and (b) download, install and use the App on one or more mobile devices that You own or control for Your personal use, subject to any usage rules or other restrictions set out by the device manufacture, app store provider or platform operator for the term of these Terms of Use (the “License”).  Your use of the Services does not transfer to You any ownership or other rights in the Services. Nothing in the Terms gives You a right to use the Farm at Hand names, trademarks, logos, domain names, and other distinctive brand features without Our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website or the Farm at Hand App. Any future release, update, or other addition to the functionality of the Website or Farm at Hand App shall be subject to these Terms.   Farm at Hand retains all rights not expressly granted hereunder. ANY USE OF THE SERVICES, OTHER THAN AS SPECIFICALLY AUTHORIZED UNDER THESE TERMS OF USE, WITHOUT THE PRIOR WRITTEN CONSENT OF FARM AT HAND, IS STRICTLY PROHIBITED.  THE LICENSE IS REVOCABLE BY FARM AT HAND AT ANY TIME WITHOUT NOTICE AND WITH OR WITHOUT CAUSE.
  2. Feedback. If You provide Farm at Hand with any suggestions, comments or other feedback relating to any aspect of the Website, Farm at Hand App and/or Services (“Feedback“), Farm at Hand may use such Feedback in the Website, the Farm at Hand App or in any other Farm at Hand products or services (collectively, “Farm at Hand Offerings“). Accordingly, You agree that: (a) Farm at Hand is not subject to any confidentiality obligations with respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to Farm at Hand, (c) Farm at Hand (including all of its successors and assigns and any successors and assigns of any of the Farm at Hand Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Farm at Hand Offerings, and (d) You are not entitled to receive any compensation or re-imbursement of any kind from Farm at Hand or any of the other Users of the Website in respect of the Feedback.
  3. Advertising. You acknowledge and agree that the Website and the Farm at Hand App may contain advertisements.  If You elect to have any business dealings with anyone whose products or services may be advertised on the Website or the Farm at Hand App, You acknowledge and agree that such dealings are solely between You and such advertiser and You further acknowledge and agree that Farm at Hand shall not have any responsibility or liability for any losses or damages that You may incur as a result of any such dealings. You shall be responsible for obtaining access to the Website and the Farm at Hand App and acknowledge that such access may involve third-party fees (such as Internet service provider access or data fees). You shall be solely responsible for any such fees and also for obtaining any equipment that is required to access the Website or the Farm at Hand App. It is Your responsibility to ascertain whether any information or materials downloaded from the Website or the Farm at Hand App are free of viruses, worms, Trojan Horses, or other items of a potentially destructive nature.
  1. Interactions with Other Users. The Services may contain the opinions, advice, statements and views of other Users. We cannot endorse, guarantee, or be responsible for the accuracy, efficacy, or veracity of any content generated by our Users. Any opinions, advice, statements and views expressed or made available by Users or other third parties are those of the respective author(s) or distributor(s) and not of Farm at Hand.  FARM AT HAND NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, STATEMENT OR VIEW MADE ON OR THROUGH THE SERVICES BY ANYONE OTHER THAN AUTHORIZED FARM AT HAND EMPLOYEE SPOKESPERSONS WHILE ACTING IN THEIR OFFICIAL CAPACITIES.

You are solely responsible for Your interactions with other Users.  Farm at Hand does not supervise or control meetings, User-initiated online or offline gatherings, or the interactions among and between You and other Users, persons or companies, including, but not limited to, Agricultural Businesses. You acknowledge that Farm at Hand does not in any way screen any of its Users, including, but not limited to, Users such as Agricultural Business which may use the Services to provide User Content, advice, opinions or other information to other Users.

IF THERE IS A DISPUTE BETWEEN YOU AND ANY THIRD PARTY (INCLUDING WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICES), FARM AT HAND IS UNDER NO OBLIGATION TO BECOME INVOLVED, AND YOU HEREBY RELEASE FARM AT HAND FROM ANY CLAIMS, DEMANDS OR DAMAGES OF ANY KIND AND OF ANY NATURE ARISING OUT OF OR RELATING TO ANY SUCH DISPUTE.

  1. Links & Third-Party Websites. This Website (including User Content) and the App may contain links to other websites that are not owned or controlled by Farm at Hand. In no event shall any reference to any third party, third party product or service be construed as an approval or endorsement by Farm at Hand of that third party, third party product or service. Farm at Hand is also not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website or the App are subject to the terms and conditions of those websites and or services and You are responsible for determining those terms and conditions and complying with them. The presence on the Website or the App of a link to any other website(s) does not imply that Farm at Hand endorses or accepts any responsibility for the content or use of such websites, and You hereby release Farm at Hand from all liability and/damages that may arise from Your use of such websites or receipt of services from any such websites.
While Farm at Hand does not prohibit linking in Notebooks to third party websites and content, it does not wish to be linked to or from any third party website which contains, posts or transmits any of the prohibited content in Section 3 of these Terms of Use.  Farm at Hand reserves the right to prohibit or remove (or require You to remove) any link to the website, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time.

 

  1. Paid Services.  Certain aspects of the Services may be provided for a fee or other charge.  These fees and charges are described on the Website and/or the App, and in the event You elect to use paid aspects of the Services, You agree to the pricing, payment and billing policies applicable to such fees and charges, posted or linked at the Website webpage when You elect to use the paid aspects of the Services.  Farm at Hand may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion.

 

You may cancel your User account at any time; however, there are no refunds for cancellation.

 

IF YOU CHOOSE TO ENTER INTO AGREEMENTS AND/OR TO MAKE OFFERS TO PURCHASE ELECTRONICALLY, YOU ACKNOWLEDGE THAT YOUR ELECTRONIC COMMUNICATIONS ARE SUFFICIENT TO CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND PURCHASES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC COMMUNICATIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THE WEBSITE AND THE SERVICES.

  1. DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS. THE SERVICES, INCLUDING THE WEBSITE AND THE FARM AT HAND APP, AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED “AS IS.” FARM AT HAND SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. FARM AT HAND DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SERVICES, INCLUDING THROUGH THE WEBSITE OR THE APP, OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK VIA THE SERVICES, INCLUDING THE WEBSITE OR THE APP, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE OR THE APP, AND FARM AT HAND SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY. FARM AT HAND WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY USERS BY MEANS OF THE SERVICES. FARM AT HAND DOES NOT GUARANTEE ANY RESULTS OR INCREASE IN PROFITS AS A RESULT OF USE OF THE SERVICES.
  2. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL FARM AT HAND BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THE SERVICES, INCLUDING THE WEBSITE AND THE FARM AT HAND APP, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE SERVICES, INCLUDING THE WEBSITE AND THE FARM AT HAND APP, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE OR FARM AT HAND APP, (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE SERVICES, INCLUDING THE WEBSITE AND THE FARM AT HAND APP, OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF SERVICES, INCLUDING THE WEBSITE AND THE FARM AT HAND APP, OR (VI) ANY LOSS OR DAMAGE ARISING FROM OR RELATING TO THE USE OF YOUR ACCOUNT WHERE YOU HAVE PROVIDED ANY OTHER INDIVIDUAL WITH YOUR USER NAME AND PASSWORD. THESE LIMITATIONS SHALL APPLY EVEN IF FARM AT HAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU HAVE SOLE RESPONSIBILITY FOR ANY DECISIONS YOU MAKE BASED ON INFORMATION CONTAINED IN THE SERVICES, INCLUDING, BUT NOT LIMITED TO, USER CONTENT.  IF YOU USE THE SERVICES, YOU ARE AGREEING THAT THIS LIMITATION OF LIABILITY IS REASONABLE AND IN KEEPING WITH THE NATURE OF THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH FARM AT HAND OR ITS LICENSORS IS TO STOP USING THE SERVICES AND TO CANCEL YOUR USER ACCOUNT.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FARM AT HAND’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY U.S. DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID FARM AT HAND IN THE PRIOR 12 MONTHS (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICES OR THESE TERMS OF USE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED

  1. INDEMNIFICATION. YOU SHALL INDEMNIFY AND HOLD FARM AT HAND AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), INCURRED IN CONNECTION WITH (A) ANY USER CONTENT OR OTHER MATERIALS SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE ON THE SERVICES BY YOU OR THROUGH YOUR ACCOUNT; (B) THE INFRINGEMENT BY YOU, OR ANY THIRD PARTY USING YOUR USER ACCOUNT OR PASSWORD, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY; (C) ANY CLAIM OR DEMAND MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES; AND/OR (D) ANY VIOLATION BY YOU OF THESE TERMS OF USE.
  2. Termination. Farm at Hand may, under certain circumstances and without prior notice, immediately terminate Your ability to access the Services or portions thereof.  Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms of Use or any other agreement that You may have with Farm at Hand (including, without limitation, non-payment of any fees owed in connection with the Website, the Farm at Hand App, or otherwise owed by You to Farm at Hand); (b) requests by law enforcement or other government agencies;  (c) a request by You; (d) discontinuance or material modification to the Services (or any part thereof); (e) unexpected technical, security or legal issues or problems; and/or (f) participation by You, directly or indirectly, in fraudulent or illegal activities. Termination of Your access to the Services may also include removal of some or all of the materials uploaded by You to the Services. You acknowledge and agree that all terminations may be made by Farm at Hand in its sole discretion and that Farm at Hand shall not be liable to You or any third-party for any termination of Your access to the Services or for the removal of any of the User Content or other materials uploaded by You to the Services. Any termination of these Terms of Use by Farm at Hand shall be in addition to any and all other rights and remedies that Farm at Hand may have.
  3. Availability & Updates. Farm at Hand may alter, modify, suspend, or discontinue the Services at any time and for any reason or no reason, without notice. The Website, Services and/or Farm at Hand App may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Farm at Hand may periodically add or update the information and materials on the Services without notice. You agree that Farm at Hand will not be liable to you or to any third party for any modification, discontinuance, or suspension of the Services, or any part thereof.
  4. Security. Information sent or received over the Internet is generally unsecure and Farm at Hand cannot and does not make any representation or warranty concerning security of any communication to or from the Website or any representation or warranty regarding the interception by third parties of personal or other information. You are responsible for safeguarding the password that You use to access the Services and You are responsible for any activities or actions under Your password. You agree to keep Your password secure. Farm at Hand will not be liable for any loss or damage arising from Your failure to comply with these requirements.

General. These Terms of Use, as they may be amended from time to time in accordance with the Terms, the Privacy Policy, and any and all other legal notices and policies on the Website and/or the Farm at Hand App, constitute and contains the entire agreement between You and Us with respect to the Services and all related activities. If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Farm at Hand to exercise or enforce any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Farm at Hand must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the Terms of Use, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without Farm at Hand’s prior written consent. These Terms will enure to the benefit of and be binding upon each of Farm at Hand and You and our respective successors, permitted assigns, licensees, heirs, executors and personal representatives.

Except to the extent applicable law, if any, provides otherwise, Your use and access to the Services and any downloads from it, and these Terms shall be governed by, and construed in accordance with the laws of Canada and of the Province of Manitoba, without reference to the principles of conflicts of law.  You also agree and hereby submit to the non-exclusive personal jurisdiction and venue of the of the Province of Manitoba and acknowledge that You do so voluntarily and are responsible for complying with all local laws. Notwithstanding the foregoing, Farm at Hand may apply to any court of competent jurisdiction to obtain injunctive relief and any other available equitable or legal remedy regarding any matter relating to its intellectual property, confidentiality or other proprietary rights.

We expressly exclude the UN Convention on Contracts for the International Sale of Goods and The Sale of Goods Act (Manitoba), as amended, replaced or re-enacted from time to time.

You agree to waive any right You may have to (i) a trial by jury; and (ii) commence or participate in any class action against Us related to the Service, these Terms and/or our products and services and our third-party services and products and, where applicable, You also agree to opt out of any class proceedings against Us or Our licensors. We have required that these Terms and all documents relating thereto be drawn-up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

All provisions of these Terms of Use will survive termination, including without limitation, the disclaimers, limitations on liability, warranties, representations, ownership, termination, interpretation, intellectual property provisions, Your licenses to Us and the indemnity provisions of this Agreement will survive the termination or expiry of this Agreement.

If You have any questions about these Terms or if You wish to make any complaint or claim with respect to the Farm at Hand App or Services, please contact us at:

Farm at Hand

110-93 Lombard Ave

Winnipeg, MB

R3B 3B1

204.832.2133

support@farmathand.com

 

Effective Date: ·, 2016