User agreement

THE FARM CART USER AGREEMENT ============================ Your use of The Farm Cart's products, software, services and web sites (referred to as "Sites") (collectively referred to as the "Services" in this document and excluding any services provided to you by The Farm Cart under a separate written agreement) is subject to the terms and conditions set forth below (the "Terms"), which represents a legal and binding agreement between you and The Farm Cart, its subsidiaries, successors in interest, assignees and its and their officers, directors, employees and agents (referred to collectively as "The Farm Cart"). These Services include but are not limited to: - The Farm Cart (www.thefarmcart.com) - The Farm Cart mobile app (coming soon) By using the Services provided by The Farm Cart in its domains, sub-domains, and products, you agree to the terms and conditions provided in this agreement. In addition, when using The Farm Cart Services you agree to adhere to any posted guidelines, which may be updated periodically. If you have any questions, please contact us at contact@thefarmcart.com. 1 Accepting the Terms ------------------------- In order to use The Farm Cart Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms. You can accept the Terms by: A. clicking to accept or agree to the Terms, where this option is made available to you by The Farm Cart in the user interface for any Service; or B. by actually using the Services. In this case, you understand and agree that The Farm Cart will treat your use of the Services as acceptance of the Terms from that point onwards. You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with The Farm Cart, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services. Before you continue, you should save a copy of the Terms for your records. ### 1.1 Changes to the Terms These agreements are effective as of January 1, 2016. The Farm Cart reserves the right to make changes to this agreement at any time. When these changes are made, The Farm Cart will make a new copy of the Terms available on this (or a successor) website, and notify The Farm Cart users of the amendments. You understand and agree that if you use the Services after the date on which the Terms have changed, The Farm Cart will treat your use as acceptance of such updated terms. ### 1.2 Language of the Terms If, at any time, The Farm Cart provides you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with The Farm Cart. If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence. 2 Product Posting Regulations ----------------------------- The Farm Cart Sellers are responsible for ensuring that the sale of their items is legal in the eyes of the law, and in accordance with the policies of The Farm Cart, as described below. If we believe a user is not complying with the terms and conditions in this User Agreement, poses a legal liability, creates problems, or acts inconsistently with the letter or spirit of our policies, we reserve the right to terminate or suspend service, prohibit The Farm Cart access, remove postings, and take technical and legal steps to prohibit access. When policy violations occur, The Farm Cart notifies the user. Please report suspected policy violations to The Farm Cart by contacting support@thefarmcart.com. ### 2.1 Country and State laws You are responsible for knowing and adhering to all country state, and regional laws, including but not limited to: - laws regarding certification, grading, sorting, labeling, marketing, or health and food handling - trading and import restrictions - laws governing photos and other media - Intellectual Property, including but not limited to copyright and trademark laws - ### 2.2 Prohibited and Restricted Items The Farm Cart provides a platform for the sale of locally produced food products only (e.g. fruits, vegetables, meat, eggs, wool, honey), food, beverages, flowers, or live plants. All products listed on The Farm Cart must identify their point of origin. Whole foods, live plants and flowers listed for sale on The Farm Cart must be: - Grown by the seller listing the product - Grown at the location(s) listed on the seller's profile Animal products, such as meat, eggs and honey, listed for sale on The Farm Cart must be produced by animals that: - Have spent a majority of their life owned by the seller listing the product - Have spent a majority of their life at the location(s) listed on the seller's profile Processed foods listed for sale on The Farm Cart must: - Have a majority of the processing done by the seller listing the product - Have a majority of the processing done at the location(s) listed on the seller's profile - ### 2.3 Listing and Posting Regulations As a Seller, you must not: - misrepresent items - include brand names you do not legally own, or other misleading keywords in a title or description - use techniques to avoid or circumvent The Farm Cart fees - create The Farm Cart listings for purposes other than the sale of your own products - use profanity in a listing 3 Conduct ----------------------------- Whenever using The Farm Cart Services, you will not: - use our services if you are under the age of 18, not able to form legally binding contracts, or are suspended from The Farm Cart; - copy, modify, or distribute content from The Farm Cart and The Farm Cart's copyrights and/or trademarks; - post false, inaccurate, misleading, defamatory, or libelous content (including personal information); - interfere with other users' listings; - distribute or post spam, chain letters, or pyramid schemes; - distribute viruses or any other technologies that may harm The Farm Cart, or the interests or property of The Farm Cart users; - fail to deliver product purchased from you on the date specified, unless an alternate agreement has been reached and documented in writing with the buyer; - fail to deliver payment for items purchased by you, unless the seller has agreed in writing to a price alteration, or a clear typographical mistake has been made; - use profanity in a public post 4 Transfer of Monies ----------------------------- Neither Sellers nor Buyers pay fees to The Farm Cart for use of the Services. Voluntary contributions are welcome and encouraged, as they help us continue to provide this service free of charge. ### 4.1 Transfer of Monies Sellers may elect to receive payment from Buyers in various forms, including online payment, COD, or via a standard invoice. Note that all online payments are subject to the terms contained in the Online Payments section below. If you choose to accept payment through The Farm Carts online payment option, you acknowledge and agree that The Farm Cart will collect, directly from Buyer, the Purchase Amount. The Farm Cart will remit to Seller (via electronic transfer or through a check mailed to Seller's address of record or last known address) payment of the Purchase Amount, no later than 31 days from date of confirmation of the order. From time to time, The Farm Cart may in its sole discretion and without direct notice to you, change the manner in which it processes payments. By using The Farm Cart services, you acknowledge and agree that The Farm Cart is not responsible for the collection of fees due between Buyers and Sellers. Users shall have the ability to agree on payment terms on the site (e.g. online payment, COD, net payment), and are responsible for complying with local, state, and federal tax law, regardless of whether the Seller specifies a tax amount in their listings on The Farm Cart. 5 Payment for Goods (among users) ----------------------------- ### 5.1 Online Payment for Goods Sellers are responsible for providing the price for each item sold through The Farm Cart ("Purchase Amount"). Seller may include any applicable processing fees in Purchase Amount when listing item for sale. The Farm Cart enables all buyers to make online payments via Dwolla (www.dwolla.com). Each buyer shall be required to accept the Dwolla sub-merchant agreement, at which point the terms of every online transaction shall be governed by this agreement. The Farm Cart allows Buyers to submit credit requests within 48 hours of delivery of the goods from the Seller. If goods are missing, damaged, or incorrect, Buyer may submit a credit request to Seller for approval. The Farm Cart is not responsible for administering or adjudicating credit requests, and Seller's determination with respect to such request shall be final. A credit request granted by Seller shall be deducted from Buyer's Purchase Amount. The final Purchase Amount (minus any applicable processing fees) will then be sent directly to seller bank account that was provided upon sign up. Payment may take up to 2 business days to reach seller's bank account. ### 5.2 Offline Payment for Goods The Farm Cart enables Sellers to allow Buyers to order from them and make payment offline. The credit request method above applies to these orders as well. Buyers are automatically sent an invoice 48 hours after delivery which reflects any Seller approved credit requests. Sellers are responsible for collection of payment. 6 Transportation ----------------------------- The Farm Cart is in no way responsible for the transportation of items sold through The Farm Cart. Buyers and Sellers must agree on transportation details, and any associated third-party delivery or service fees, between themselves. 7 Your Relationship with Other Users ----------------------------- You acknowledge and agree that The Farm Cart does not represent either Sellers or Buyers in transactions. You acknowledge and agree that The Farm Cart does not warrant that product descriptions, delivery information, or any other information provided by Users on the Site is accurate, complete, reliable, current, or error-free. Users are entirely responsible for ensuring the accuracy, completeness, reliability, and currentness of such information. You acknowledge and agree that The Farm Cart shall in no event be liable for any losses or damages of any kind that may arise as a result of or in connection with any inaccurate, incomplete, unreliable, outdated, or erroneous information provided by Users. You acknowledge and agree that The Farm Cart has no control over and does not guarantee the quality, safety or legality of products listed for sale by Users on the Site, the ability of Sellers to sell and deliver products, the ability of Buyers to pay for products, that Sellers have all necessary licenses and certifications to sell their products in all relevant locations, or that a Buyer or Seller will actually complete a transaction. You acknowledge and agree that The Farm Cart shall in no event be liable for any losses or damages of any kind that may arise as a result of or in connection with any transaction risks. You acknowledge and agree that The Farm Cart does not transfer legal ownership of products from the Seller to the Buyer. You acknowledge and agree that if you have a dispute with one or more Users, you release The Farm Cart (and its officers, directors, employees, agents, subsidiaries, and joint ventures) from claims, demands and damages (whether actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. You acknowledge and agree that The Farm Cart has no responsibility for arranging transportation of any item purchased through the Site. 8 Provision of the Services by The Farm Cart ----------------------------- The Farm Cart is constantly innovating in order to provide the best possible experience for its Users. You acknowledge and agree that the form and nature of the Services which The Farm Cart provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that The Farm Cart may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to Users generally at The Farm Cart's sole discretion, without prior notice to you. Unless otherwise provided herein, you may stop using the Services at any time without notifying The Farm Cart. You acknowledge and agree that if The Farm Cart disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account. You acknowledge and agree that while The Farm Cart may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by The Farm Cart at any time, at The Farm Cart's discretion. 9 Use of the Services by You ----------------------------- In order to access certain Services, you may be required to provide information about yourself, and/or your business entity (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to The Farm Cart will always be accurate, correct and up to date. If it does not already do so, The Farm Cart may charge a fee for access to and/or use of the Services, and you agree and acknowledge that in the event The Farm Cart does charge a fee for access to and/or use of the Services, you will be required to pay such a fee in order to continue to access and/or use the Services. You agree to pay The Farm Cart a fee or fees as set forth above. You shall pay all applicable taxes relating to your use of the Services, if any. You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries). You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by The Farm Cart, unless you have been specifically allowed to do so in a separate agreement with The Farm Cart. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). You agree that you are solely responsible for (and that The Farm Cart has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which The Farm Cart may suffer) of any such breach. YOU AGREE NOT TO USE, TRANSFER, DISTRIBUTE, OR DISPOSE OF ANY INFORMATION CONTAINED IN THE SERVICES IN ANY MANNER THAT COULD COMPETE WITH THE BUSINESS OF THE FARM CART. YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT, OR IN ANY WAY EXPLOIT ANY PART OF THE SERVICES, FOR ANY COMMERCIAL PURPOSE THAT IS NOT EXPRESSLY PERMITTED BY THE FARM CART. YOU MAY NOT RECIRCULATE, REDISTRIBUTE OR PUBLISH THE INFORMATION INCLUDED IN THE SERVICE WITHOUT THE FARM CART'S PRIOR WRITTEN CONSENT. MODIFICATION OF THE SERVICE'S CONTENT WOULD BE A VIOLATION OF THE COPYRIGHTS AND OTHER PROPRIETARY RIGHTS OF THE FARM CART. ADDITIONALLY, YOU MAY NOT OFFER ANY PART OF THE SERVICES FOR SALE OR DISTRIBUTE IT OVER ANY OTHER MEDIUM INCLUDING BUT NOT LIMITED TO A COMPUTER NETWORK OR HYPERLINK FRAMING ON THE INTERNET WITHOUT THE PRIOR WRITTEN CONSENT OF THE FARM CART. THE SERVICES AND THE INFORMATION CONTAINED THEREIN MAY NOT BE USED TO CONSTRUCT A DATABASE OF ANY KIND. THE SERVICES MAY NOT BE STORED (IN ITS ENTIRETY OR IN ANY PART) IN DATABASES FOR ACCESS BY YOU OR ANY THIRD PARTY OR TO DISTRIBUTE ANY DATABASE SERVICES CONTAINING ALL OR PART OF THE SERVICES. YOU MAY NOT USE THE SERVICES IN ANY WAY TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO ANY THIRD PARTY. FURTHERMORE, YOU MAY NOT USE ANY OF THE TRADEMARKS, TRADE NAMES, SERVICE MARKS, COPYRIGHTS, OR LOGOS OF THE FARM CART, ITS SUBSIDIARIES, SUCCESSORS-IN- INTEREST, OR ASSIGNS IN ANY MANNER WHICH CREATES THE IMPRESSION THAT SUCH ITEMS BELONG TO OR ARE ASSOCIATED WITH YOU OR, EXCEPT AS OTHERWISE PROVIDED HEREIN, ARE USED WITH THE FARM CART'S CONSENT, AND YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN AND TO ANY OF SUCH ITEMS. YOU WILL NOT USE THE SERVICES OR THE INFORMATION CONTAINED THEREIN IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT USE ANY TRADEMARKS, TRADE NAMES, SERVICE MARKS, COPYRIGHTS, OR LOGOS OF THE FARM CART, ITS SUBSIDIARIES, SUCCESSORS-IN- INTEREST, OR ASSIGNS IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT SPAM OR SEND UNSOLICITED MAILINGS TO ANY PERSON OR ENTITY USING THE SERVICES. 10 Privacy and Your Personal Information ----------------------------- When you use The Farm Cart Services, you agree to the use of your data in accordance with The Farm Cart privacy policies. ### 10.1 Use You agree that your personal information may be used to provide the services you request, provide customer support, resolve disputes, troubleshoot problems, collect fees, prevent illegal activities, enforce our User Agreement, and improve our services. Your business name is displayed throughout The Farm Cart, and is connected to all of your The Farm Cart activity. Other The Farm Cart users can see your Profile Page. ### 10.2 Collection, Transfer, and Storage When you use The Farm Cart Services, you consent to the transfer and storage of that information to our servers, which are currently located in the United States but may be moved to other jurisdictions. We may collect and store the following personal information: - Email address, physical contact information. - Transactional information based on your activities on The Farm Cart (such as buying, selling, products and content you generate or that relates to your account). - Dispute resolution, correspondence through The Farm Cart, and correspondence sent to us. - Computer sign-on data, statistics on page views, traffic to and from The Farm Cart, and other information, including IP address and standard web log information. - Supplemental information submitted for verification or requested if site policies are suspected to be violated (for example, if we ask for verification of legal certifications). - Supplemental information from third parties (for example, rating feedback). ### 10.3 Disclosure The Farm Cart does NOT sell or distribute a member's information to third parties for marketing purposes. We may disclose personal information to respond to legal requirements, enforce our policies, respond to claims that a listing or other content violates the rights of others, or protect anyone's rights, property, or safety. We may also share your personal information with: - Service providers under contract who help with our business operations (such as fraud investigations or bill collection). - Other third parties to whom you explicitly ask us to send your information (or about whom you are otherwise explicitly notified and consent to when using a specific service) - Law enforcement or other governmental officials, in response to a verified request relating to a criminal investigation or alleged illegal activity. Without limiting the above, in an effort to respect your privacy and our ability to keep The Farm Cart Community free from wrongdoing, we will not otherwise disclose your personal information to law enforcement, other government officials, or other third parties without a subpoena, court order or substantially similar legal procedure, except when we believe in good faith that the disclosure of information is necessary to prevent imminent physical harm or financial loss or to report suspected illegal activity. ### 10.4 Cookies We use "cookies" to help identify you and maintain your signed-in status. You are always free to decline our cookies if your browser permits, although doing so may interfere with your use of our site or services. ### 10.5 Third Party services Except as otherwise expressly included in this Privacy Policy, this document addresses only the use and disclosure of information we collect from you. You are subject to the privacy policies of those third parties where applicable. Links to other organizations' web sites do not imply any affiliation between The Farm Cart and the owners of other web sites, or any endorsement, approval or verification of any content contained on other web sites. 11 Your Passwords and Account Security ----------------------------- You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. If you share your password or your personal information with others, remember that you are responsible for all actions taken in the name of your account. If you lose control of your password, you may lose substantial control over your personal information and may be subject to legally binding actions taken on your behalf. Accordingly, you agree that you will be solely responsible to The Farm Cart for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify The Farm Cart immediately at support@thefarmcart.com. Your information is stored on our servers, currently located in the United States. Although we work very hard to protect your privacy, we do not promise, and you should not expect, that your personal information or private communications will always remain private. If you access our site from a shared computer or a computer in an internet cafe, certain information about you, such as your email address, activity or reminders from The Farm Cart, may also be visible to other individuals who use the computer after you. 12 Content in the Services ----------------------------- You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content". You should be aware that any Content presented to you as part of the Services may be protected by intellectual property rights which are owned by the parties who provide that Content to The Farm Cart. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by The Farm Cart or by the owners of that Content, in a separate agreement. The Farm Cart reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable. You agree that you are solely responsible for (and that The Farm Cart has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which The Farm Cart may suffer) by doing so. 13 Proprietary Rights ----------------------------- You acknowledge and agree that The Farm Cart (or The Farm Cart's licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by The Farm Cart and that you shall not disclose such information without The Farm Cart's prior written consent. In addition, the contents of the Services and any other products or services provided or sold by The Farm Cart including the Service's likeness, text, graphics, logos, button icons, images, audio and video clips (if any) and software, are the property of The Farm Cart or its content suppliers, and are subject to the copyright or other intellectual property rights of The Farm Cart and to the terms of licenses held by The Farm Cart. Such intellectual property is protected by federal and state law. Any unauthorized reproduction, modification, distribution, transmission, republication, display or performance of the content and software of these Services, or of any other products or services sold by The Farm Cart, is strictly prohibited. Users may copy information from the Services only as may be strictly necessary for Users' own use to view, save, print, or transmit it. Otherwise, no portion of the Services may be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by The Farm Cart. Subject to the The Farm Cart privacy policy, by submitting information or other material to us (known collectively as "Content"), you grant The Farm Cart a perpetual, worldwide, royalty-free, irrevocable, non-exclusive license to use, reproduce, modify, adapt, publish, create derivative works, and distribute such materials or portions of such materials, in any form or medium known or later developed, in furtherance of the terms of this agreement and the actions and transactions contemplated hereby. You agree that this license includes a right for The Farm Cart to make such Content available to other companies, organizations or individuals with whom The Farm Cart has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services. You understand that The Farm Cart, in performing the required technical steps to provide the Services to other Users, may transmit or distribute your Content over various public networks and in various media; and make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit The Farm Cart to take these actions. YOU CONFIRM AND WARRANT TO THE FARM CART THAT YOU HAVE ALL THE RIGHTS, POWER AND AUTHORITY NECESSARY TO GRANT THE ABOVE LICENSE. In addition to like Terms in this Agreement, you agree that you will not and will not allow others to decompile, disassemble, reverse engineer, copy, use, merge, disclose, sell, or transfer, in whole or in part, the underlying source code, structure or sequence of The Farm Cart's technology or Services, delete or alter author attributes or copyright notices, or otherwise sell or distribute, in whole or in part, the Services or The Farm Cart's technology, including any third-party technology used and/or licensed by The Farm Cart. Nothing in the Services or elsewhere should be construed to grant any license or right to use, implied or otherwise, any mark displayed in the Services without the written permission of The Farm Cart or the third party owner of the mark. The Farm Cart reserves the right, in its sole discretion, to remove any material that infringes or appears to infringe on intellectual property rights owned by others. If you believe that any material contained in the Services infringes your intellectual property, you should promptly notify The Farm Cart in writing of the alleged infringement at support@thefarmcart.com. 14 Updates to the Services ----------------------------- The Farm Cart may from time to time make certain updates to the Services. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new features, and completely new versions. You acknowledge and warrant that such updates are subject to all limitations on liability, limitations on warranty, and general disclaimers contained in this agreement. 15 Termination of your relationship with The Farm Cart ----------------------------- The Terms will continue to apply until terminated by either you or The Farm Cart as set forth below (each known as a "Termination"), except that all limitations on liability, limitations on warranty, general disclaimers, indemnification provisions, choice of law provisions, intellectual property provisions, and agreements to arbitrate, as set forth in this agreement, shall continue and survive any Termination. We retain personal information from closed accounts in order to comply with law, prevent fraud, collect any fees owed, resolve disputes, troubleshoot problems, assist with any investigations, enforce our User Agreement and take other actions otherwise permitted by law. If you want to terminate your relationship with The Farm Cart, you may do so by (a) notifying The Farm Cart at any time (upon which request, we will close your account and remove your personal information from view as soon as reasonably possible, based on your account activity and in accordance with applicable law) and (b) closing your accounts for all of the Services which you use, where The Farm Cart has made this option available to you. Your notice should be sent, in writing, to support@thefarmcart.com. The Farm Cart may at any time, terminate its relationship with you and your access to the Sites if: - you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or - The Farm Cart is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or - The Farm Cart is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or - the provision of the Services to you by The Farm Cart is, in The Farm Cart's opinion, no longer commercially viable; or - you engage in conduct that, in the opinion of The Farm Cart, does not constitute good faith and fair dealing with and among other Users of the Sites. Nothing in this Section shall affect The Farm Cart's other rights under these Terms, including, without limitation, the benefit of any disclaimer, limitation on liability, indemnity, or choice of law provision contained herein. 16 NO AGENCY ----------------------------- No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement 17 EXCLUSION OF WARRANTIES ----------------------------- NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 (UPDATES) AND 15 (TERMINATION), SHALL EXCLUDE OR LIMIT THE FARM CART'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. THE FARM CART AND ALL OF ITS THIRD-PARTY LICENSORS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE SITE, INCLUDING THE INFORMATION, DATA, SOFTWARE, OR PRODUCTS CONTAINED THEREIN, THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF, OR ANY OF THE SERVICES. THE SERVICES AND THIS SITE AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN "AS IS" BASIS AND YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE FARM CART DOES NOT MAKE ANY GUARANTEES OR WARRANTIES AS TO THE ADEQUACY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SERVICES, THE SITE, OR ANY RESULTS TO BE OBTAINED FROM, ACCESSING AND USING THE SITE, SERVICES, OR RESULTS TO BE OBTAINED THEREFROM, NOR ANY MATERIAL THAT CAN BE ACCESSED (VIA A DIRECT OR INDIRECT HYPERLINK OR OTHERWISE) THROUGH THE SITE, SERVICES, OR ANY RESULTS OBTAINED THEREFROM. THE FARM CART SHALL NOT BE LIABLE TO THE USER OR ANYONE ELSE FOR ANY INACCURACY, DELAY, INTERRUPTION IN THE SERVICES, ERROR, OR OMISSION, REGARDLESS OF CAUSE, OR FOR ANY DAMAGES RESULTING THEREFROM. IN NO EVENT WILL THE FARM CART BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST TIME, LOST MONEY, LOST PROFITS, OR GOOD WILL, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN WITH RESPECT TO ANY USE OF THE SITE. THE FARM CART AND ITS THIRD PARTY PROVIDERS MAY DISCONTINUE OR MAKE CHANGES IN THE SITE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU. ANY DATED INFORMATION IS PUBLISHED AS OF ITS DATE ONLY OR, IF NO DATE IS STATED, THE DATE OF FIRST POSTING. THE FARM CART DOES NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY INFORMATION ON THE SITE. FURTHERMORE, NO DISTRIBUTION OR SOLICITATION IS MADE BY THE FARM CART TO ANY PERSON TO USE THE SITE OR SERVICES IN JURISDICTIONS WHERE THE PROVISION OF THE SITE AND SUCH INFORMATION, PRODUCTS OR SERVICES IS PROHIBITED BY LAW. USER AGREES THAT ANY MONETARY CLAIMS OF WHATEVER KIND ASSESSED AGAINST THE FARM CART ARISING OUT OR RELATING TO USE OF THE SITE AND/OR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT THE USER PAID TO THE FARM CART FOR USE OF THE SITE AND/OR SERVICES DURING THE PREVIOUS TWELVE (12) MONTHS. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE SITE MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. THE FARM CART FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 18 LIMITATION OF LIABILITY ----------------------------- You will not hold The Farm Cart responsible for other users' actions or inactions. You acknowledge that The Farm Cart is not a broker. We do not transfer legal ownership of items from the seller to the buyer, and nothing in this Agreement shall modify the governing provisions of Wisconsin Commercial Code, under which legal ownership of an item is transferred upon physical delivery of the item to the buyer by the seller. Unless the buyer and the seller agree otherwise, the buyer will become the item's lawful owner upon physical receipt of the item from the seller, in accordance with Wisconsin Commercial Code. Further, we cannot guarantee continuous or secure access to our services, and operation of The Farm Cart may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of The Farm Cart. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. Regardless of the previous paragraph, if we are found to be liable, our liability to the user or to any third party is limited to the lesser of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, or (b) $100. The Farm Cart may contain hyperlinks or "links" to and from other web sites. These web sites may have user agreements that differ from our User Agreement so please review the terms of any other web sites that you visit. Our User Agreement applies solely to our web site. These links do not imply any affiliation between The Farm Cart and the owners of other web sites, or any endorsement, approval or verification of any content contained on other web sites. IN ADDITION TO SECTION 15 (TERMINATION) ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE FARM CART, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR: A. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; B. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: I. ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES; II. ANY CHANGES WHICH THE FARM CART MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); III. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; IV. YOUR FAILURE TO PROVIDE THE FARM CART WITH ACCURATE ACCOUNT INFORMATION; V. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; VI. ANY DAMAGE RESULTING FROM THE SHIPMENT, OR ANY DELAYS IN THE SHIPMENT OR DELIVERY, OF ANY ITEM PURCHASED THROUGH THE SITES. THE LIMITATIONS ON THE FARM CART'S LIABILITY TO YOU IN THIS AGREEMENT ABOVE SHALL APPLY WHETHER OR NOT THE FARM CART HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. 19 Other Content ----------------------------- The Services may include hyperlinks to other web sites or content or resources. The Farm Cart may have no control over any web sites or resources which are provided by companies or persons other than The Farm Cart. In addition to the limitations, disclaimers, and acknowledgments set forth in this Agreement, you acknowledge and agree that A. The Farm Cart is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such websites or resources, and B. The Farm Cart is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources. 20 Indemnity ----------------------------- You agree to indemnify and hold The Farm Cart and its subsidiaries, affiliates, successors-in-interest, assigns, and any of their officers, directors, agents, and employees, harmless from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys' fees, made by or resulting from any third party due to or arising out of your use of the Services, breach of this Agreement or the materials it incorporates by reference, or your violation of any law, regulation, order or other legal mandate, or the rights of a third party. 21 Choice of Law; Disputes ----------------------------- This Agreement is governed by the laws of the State of Illinois, without giving effect to its conflict of laws provisions and as if this Agreement was a contract wholly entered into and wholly performed within the State of Illinois. You agree to submit to exclusive jurisdiction and venue in the state and federal courts sitting in Knox County, IL for any and all disputes, claims and actions arising from or in connection with the Services, this Agreement and/or these Terms. Notwithstanding this, you agree that The Farm Cart shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. 22 Third Parties ----------------------------- Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals. The Terms constitute the whole legal agreement between you and The Farm Cart and govern your use of the Services (but excluding any services which The Farm Cart may provide to you under a separate written agreement), and completely replace any prior agreements between you and The Farm Cart in relation to the Services. You agree that The Farm Cart may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services. 23 General Terms and Conditions ----------------------------- You agree that if The Farm Cart does not exercise or enforce any legal right or remedy which is contained in the Terms (or which The Farm Cart has the benefit of under any applicable law), this will not be taken to be a formal waiver of The Farm Cart's rights and that those rights or remedies will still be available to The Farm Cart. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable. 24 Modification of This Agreement/Integration Clause ----------------------------- This document constitutes the entire agreement between the user and The Farm Cart, and is not superseded or amended by any prior agreements, written or oral. This agreement can only be amended by a subsequent writing.