Privacy policy
Terms & Conditions.
Okay, here’s the lawyer-y bit. Hopefully this is intelligible to the average bear — but if you have any questions, concerns, or suggestions, please reach out to hello@farm2.me.
Farm2Me Platform includes the following services:
(a) ecommerce marketplace services,
(b) publishing and media services,
(c) expert advisory and consulting services,
(d) holds IP and Data, that it licenses out to external partners, and
(d) advertising and sponsorship services (collectively, the "Services")
Agreement Between User and Farm2Me
The farm2.me website (the "Site") is comprised of various web pages operated by Farm2Me and is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of the site constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
Electronic Communications
Visiting farm2.me or sending emails to Farm2Me constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email, via SMS and on the Site, satisfy any legal requirement that such communications be in writing.
Your Account
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Farm2Me is not responsible for third party access to your account that results from theft or misappropriation of your account. Farm2Me and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
By creating an account or providing your email, you consent to the transfer of your marketing subscription rights to Farm2Me Data LLC, an affiliated company, for promotional communications.
Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without Farm2Me’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Farm2Me may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Farm2Me does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use farm2.me only with permission of a parent or guardian.
Substitutions Policy
In cases of limited availability, reasonable substitutions may be made.
Refund Policy
We want you to be completely satisfied with your order. If you’re not, let us know at hello@farm2.me and we’ll make it right.
Links to Third Party Sites/Third Party Services
Farm2.me may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Farm2Me and Farm2Me is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Farm2Me is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Farm2Me of the site or any association with its operators.
Certain services made available via farm2.me are delivered by third party sites and organizations. By using any product, service or functionality originating from the farm2.me domain, you hereby acknowledge and consent that Farm2Me may share your email address and marketing preferences, such information, including customer and subscriber emails, and data with any third party with whom Farm2Me has a contractual relationship to provide the requested product, service, marketing communications, offers, recommendations, newsletters, or functionality on behalf of farm2.me users and customers like our affiliated company, Farm2Me Data LLC, or Farm2Me Publishing LLC for the purpose of delivering newsletters, offers, podcasts, social content, offers, and promotional content. The data may be transferred to Farm2Me Data LLC as the "data controller" for newsletter and advertising purposes. The user's account/transaction data and account information will remain under Farm2Me Marketplace LLC, while Data LLC becomes the controller of your marketing subscription information. User agrees that affiliates may send them marketing. Transactional email remain Marketplace-only. The customer may unsubscribe at any time.
No Unlawful or Prohibited Use/Intellectual Property
You are granted a non-exclusive, non-transferable, revocable license to access and use farm2.me strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Farm2Me that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Farm2Me or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site without prior written permission from Farm2Me. Products available on Farm2Me are not intended for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Farm2Me and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Farm2Me or our licensors except as expressly authorized by these Terms.
Seller Payout Terms
Seller acknowledges that Farm2Me aggregates customer funds and issues payouts on a scheduled basis. Payouts are released pursuant to seller’s designated payout schedule and subject to reserve requirements, chargebacks, and verification reviews.
Farm2Me may finance such terms through internal capital or external financing sources.
Sellers agree that Farm2Me’s payment timing and terms constitute reasonable commercial practice.
Farm2Me is not a bank, escrow agent, or fiduciary.
Payout schedules may include standard processing times, fraud review, and risk holds.
International Users
The Service is controlled, operated and administered by Farm2Me from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Farm2Me Content accessed through farm2.me in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
Indemnification
You agree to indemnify, defend and hold harmless Farm2Me, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. The ownership of product and liability passes from Farm2Me to the user once an order is delivered to said user's specified account address. Farm2Me potential product quality or safety concerns that may arise from improper storage, cooking or handling of products is assumed by the user. Farm2Me reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Farm2Me in asserting any available defenses.
Liability Disclaimer
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. FARM2ME AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
FARM2ME AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. FARM2ME AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FARM2ME AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF FARM2ME OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
Termination/Access Restriction
Farm2Me reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice.
Miscellaneous
You agree that no joint venture, partnership, giveaway, employment, or agency relationship exists between you and Farm2Me as a result of this agreement or use of the Site. Farm2Me's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Farm2Me's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Farm2Me with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Farm2Me with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Farm2Me with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
Changes to Terms
Farm2Me reserves the right, in its sole discretion, to change the Terms under which farm2.me is offered. The most current version of the Terms will supersede all previous versions. Farm2Me encourages you to periodically review the Terms to stay informed of our updates.
Here’s the short of it: we keep your data as safe as we can, store and track and little as we must, and share with 3rd parties only what is necessary. The rest of this document is the long of it.
By visiting this website, you are accepting the terms of this Privacy Policy.
Information We Gather or Receive
We will not sell or disclose your name, email address or other personal information to third parties without your explicit consent, except as specified in this policy.
Farm2Me requires information delivery address, billing address, email, telephone number, and credit card information. Information required for fulfillment of your orders is held on our servers; payment information is stored with our payment processor. Farm2Me does not store your credit card information.
Farm2Me automatically receives and records some information from your browser when you visit the site, such as your IP address, cookies and data about which pages you visit on the site. This information helps us analyze and understand how the site works for customers and visitors.
Farm2Me may receive or collect information about a person who is not yet a registered Farm2Me customer in connection with certain Farm2Me features, such as a visitor subscribing to a Farm2Me newsletter.
Controlling Your Information
We want you to have control over your own information, so Farm2Me gives you the choice of providing, editing or removing certain information. You may change or correct your Farm2Me account information at any time, such as your email address, phone number or credit card information.
For various reasons, Farm2Me may contact you about our services or your activity. Some of these messages are required, transaction-related message to customers. Other messages are not required, such as our newsletters, and you can unsubscribe through a link in those emails.
If you no longer wish to use Farm2Me’s services or receive service-related messages, please contact our support team at hello@farm2.me.
What Information We Share
Farm2Me will never sell or disclose your name, email address or other personal information to third parties without your explicit consent, except as specified in this policy.
Farm2Me may release your personal information to a third-party in order comply with a subpoena or other legal requirement, or when we believe in good faith that such disclosure is necessary to comply with the law; prevent imminent physical harm or financial loss; or investigate or take action regarding illegal activities, suspected fraud, or violations of Farm2Me’s Terms of Use. We may disclose personally identifiable information to parties in compliance with our Copyright Policy, as we in our sole discretion believe necessary or appropriate in connection with an investigation of fraud, intellectual property infringement, piracy, or other unlawful activity. In such events, Farm2Me may disclose name, address, country, phone number, email address and company name.
Farm2Me uses other companies and people to perform tasks on our behalf, and we need to share your information with them to provide products and services to you. Examples include but are not limited to fulfilling orders, processing payments, handling billing disputes and collections, analyzing data, providing marketing assistance and providing customer service.
In addition, you agree to our Messaging Terms (https://terms.pscr.pt/legal/shop/6464818184/terms_of_service) and Messaging Privacy Policy (https://terms.pscr.pt/legal/shop/6464818184/privacy_policy).
Cookies & Tracking Technologies
Farm2Me uses a variety of technologies to help us better understand how people use our site and services. Farm2Me may partner with third-party services who may use various tracking technologies, such as browser cookies, to provide certain services or features. These technologies allow a partner to recognize your computer each time you visit Farm2Me, but do not allow access to personally identifiable information from Farm2Me. Farm2Me does not have access or control over these third-party technologies, and they are not covered by our privacy statement.
Data Retention
Farm2Me will retain your information only for as long as is necessary or your account is active or as needed to provide you services. If you no longer want Farm2Me to use your information to provide you services, you may close your account.
Farm2Me will retain and use your information as necessary to improve your experience with our products and services, comply with law enforcement and resolve disputes. You may inform us of any changes or requests in regards to your personal data, and in accordance with our obligations under local data protection law, we may update or delete your personal data accordingly.
DATA PROCESSING ADDENDUM
This Data Processing Addendum (“DPA”) is entered into Webkul Software Private
Limited incorporated under the Indian Companies Act, 2013 (“Webkul” or “First
Party” or “Processor”) and Company “Second Party” or “Data Controller” or
“Customer” or “Company” ) and shall come into force on [Date], (the “Effective
Date”).
1. Definitions: The terms not defined here in below and is used in this agreement
shall have the same meanings as defined under the EU General Data Protection
Regulation (EU GDPR 2016/679)(“hereinafter referred to as the EU Data Protection
Law”).
1.1 "Data Protection Laws" means all laws and regulations relating to data protection
and privacy that are applicable to the processing of personal data under this
Addendum, including, but not limited to, the GDPR.
1.2 “Agreement” shall include and be applicable to all the Agreements related to the
services of the project undertaken by First Party with the Second Party, including but
not limited to, Master - Service Agreement, Non-Disclosure Agreement, Statement of
Work and this Data Processing Addendum.
1.3 “Data Subject” means any natural person from whom Webkul or the Company
collects, uses and/or process, transfer, retrieve, store any Personal Data that identifies
uniquely such person.
1.4 “Personal Data” includes data and/or Information, that identifies or relates to an
individual who can be identified directly or indirectly from that data alone or along
with other relevant information concerning that individual, or which the applicable
Privacy Laws otherwise define as protected Personal Information.
1.5 "Processing" means any operation or set of operations that the First Party
performs on Personal Data, including, but not limited to, collection, recording,
organization, structuring, storage, adaptation, alteration, retrieval, consultation, use,
disclosure, dissemination, restriction, erasure, or destruction of such data.
1.6 “Processor” means Webkul, its associate companies and affiliates, its officials,
authorised representatives, employees, its staff and assignees, which process personal
data on behalf of the Company or its Authorised representatives and on behalf of the
Company or its authorised representatives that retrieves, collects, transfers, modifies,
changes, or deletes any Personal data that identifies any natural person.
1.7 “Controller” means the individual, public authority, committee, agency or, which
alone or jointly with other authority, determines the purposes and means of
processessing information or allows access to the Personal Data that can be used to
identify either directly or indirectly in combination with other information, the Data
Subject.
1.8 “Subprocessor” means the service of processors undertaken by the Company
apart from the Webkul own’s network of Servers or processors.
1.9 “Security Incident” means any unauthorized or unlawful breach of security
leading to the accidental or unlawful destruction, loss, alteration, modification,
transfer or unauthorised access or disclosure to Personal Data.
1.10 “Authorised Persons” means any person who processes Personal Data on
Webkul’s behalf, including Webkul’s Employees, Authorised representatives, officers,
partners, Principals, contractors or subcontractors.
1.11 “Services” means any service or product in relation to Application-Software
including e-Commerce application design and development, customization,
configuration and installation, maintenance and upkeep, trouble-shooting, and repair
solutions provided in respect of the said product or service.
1.12 “EU Data Protection laws” means in relation to the protection, processing,
maintenance of Privacy and free movement/tranfer of Personal Identifiable Data of
natural persons through digital and electronic means in an Application as governed by
the regulation No. 2016/679 of the European Parliament and of the Council and
applicable rules, directives, implementations thereunder.
2. Role and Scope of Processing
2.1 Webkul and its Subprocessors, if any, will comply with all the applicable rules
and regulations of applicable Data Protection Laws, including but not limited to, the
EU GDPR. Webkul shall administer and process personal data of Data Subjects
through the Cloud-based services in the capacity of Processor on behalf of the
Company. The Company has assured that it has the rights in respect of the Personal
Data transferred for the purposes and duration of the Agreement as defined in this
Addendum.
2.2 Webkul at all reasonable times:
(a) process the Personal Data only for the purposes of (1) providing the necessary
services to the Company as agreed under the Agreement as defined in Sub-
section 1.2 in relation to the project agreed and undertaken.
(b) contacting such Company in regard to any support of services agreed or
the pending or potential sale or license of Webkul’s products and services.
(c) improving the services, each of the foregoing Subclauses 2.2(a) and 2.2(b) in
accordance with Company’s documented instructions including this DPA
except where there is anything contrary to the applicable law in force.
(d) ensure that it has in place appropriate Technical, Security and Organisational
measures, to protect against unauthorised or unlawful processing of Personal
Data, against accidental loss or destruction of, or damage to, Personal Data,
appropriate to the harm that might result from the unauthorized and unlawful
access, modification, processing or accidental loss, destruction or damage and
and the nature of the data to be protected, having regard to the state of
technological development and the cost of implementing any measures (those
measures may include, encrypting Personal Data, ensuring Confidentiality,
Integrity, availability and resilience of its systems and services), ensuring that
availabilily of and access to Personal Data can be restored in a timely manner
after an incident, and regularly assessing and evaluating the effectiveness of
the technical and organizational measures adopted by it.
(e) ensure that all Webkul personnel who have access to and/or process Personal
Data are obliged to keep the Personal Data confidential.
(f) assist Customer at Customer’s cost, in responding to any request from a Data
subject and in ensuring Customer’s adherence to the applicable data
protection law, including but not limited to, GDPR.
3. Communication of the Data Breach to Data Subjects and Exemptions in
relation thereto:
3.1 When the said Personal Data breach is likely to result in a potential risk to the
rights, interests, liberties of Data Subjects, the Controller(Second Party) shall
communicate about such personal data breach to the data subject within a reasonable
time after such breach without undue delay.
Provided:
(i) that such communication shall not be required if the Controller and/or
Processor ,as the case may be, has implemented appropriate technical and
organisational protection measures to secure the said Personal Data under attack or
breach, including the measure of encryption which renders such Personal data
unintelligible to any unauthorised person or software that attempts to access it.
(ii) the Processor and its affiliates has taken necessary measures in consequent to
such breach of data which ensure that the said potential risk in relation to the said
data is no longer likely to materialise.
(iii) Nothwithstanding, the above-stated exemptions in (i) and (ii), if the measures
stated in the above two provisos is likely to take disproportionate time, efforts and
resources, in such a case a public pronouncement or other equally effective mode
may be adopted by the Controller(Company) to inform the affected Data Subjects in
regard to the breach occurred or anticipated in relation to the above said given data.
4. Data Security
4.1 Test Data: All Personal data will remain at all times exclusively within the
Processing and Production Environment. Customer(Company) may request all or a
subset of their data be transferred into a test environment, which will be granted only
with the appropriate permissions and controls in place.
4.2 Confidentiality and Encryption: All data, including test environments and
backups are encrypted at rest and in motion using state-of-the-art encryption.
4.3 Intergrity: acesses and data activities are logged, and alerts are generated and
investigated for anomalous behavior. Webkul undertakes frequent database backups
using Odoo and AWS data backup technology and is able to roll back to previous
states if requested by the customer(Company).
4.4 Use, Retention and Minimization: Data is selected, entered by the Customer and
stored and processed by Webkul entirely within the customer data environment, and
used solely for the purpose as specified by the Customer. Data is retained for the
duration of the contract with the customer and for a period of approximately 30 days
after the contract end, during which time the data may be requested by the customer
in a common readable format, and after which the data shall be deleted and rendered
unrecoverable through the use of crypto-shredding and the removal of the underlying
cloud-resources.
4.5 Conformity with ISO/IEC 27001: Webkul has put in place a system to manage
risks related to the security of data owned, controlled or handled by the company, and
that this system respects all the best practices and principles enshrined in this
International Standard.
4.6 ISO 9001:2008 Certification: The said accreditation affirms and demostrate that
Webkul meets specific requirements for a quality management system and able to
consistently provide products that meets customer and applicable statutory and
regulatory requirements.
5. Supervisory Authority:
5.1 In case of non-compliance and non-adherence to any of the above stated Sub-
sections of Section 3, if the Controller has not already communicated the said
Personal data breach to the Data Subject, the supervisory authority, after considering
the gravity and likelihood of the potential data breach, either may require the said
Controller to do so, or may decide the said authority to comply either with Section 3
or the under-mentioned Sub-sections in Section 3.
6. Duration
6.1 This Data Processing Addendum(DPA) shall remain in force for the time term of
Agreement as defined in 1.2 or such longer time as agreed between Webkul and the
Company.
7. Deletion and Return of Personal Data
7.1 Upon Customer’s intimation and reasonable request, or upon completion and/or
termination, whichever is earlier, of this DPA, Webkul shall remove, destroy or return
the copy and all other related information of the Customer Personal Data provided in
lieu of the Services rendered in its possession and control (including any Personal
Data processed by its Sub-contractors). This requirement shall not apply in case the
said Personal Data is in the possession of any of the intermediaries i.e., any of the
authorised third parties whose authorisation to access and process the said Data is
within the discretion and control of the Data Subjects and the Webkul does not
demand, request, stores, possess, make back-up of the said data used and given upon
express action or permission of the Data Subjects.
8. International Data Transfers:
8.1 Webkul shall not transfer Personal Data to a country or territory outside the
European Economic Area (EEA) without the prior written consent of the Second
Party or unless such transfer is made in compliance with the conditions set out in
Chapter V of the GDPR.
9. Warranty and Remedies:
9.1 Webkul will ensure timely compliance with the Privacy and Security laws of the
applicable jurisdiction.
9.2 Company shall ensure adherence with the Privacy and Security Laws, including
obtaining all necessary consents and giving all required notices to process the
Customer Personal Data in accordance with the Agreements and this Addendum.
9.3 Company agrees to indemnify and hold harmless Webkul on demand from and
against all the claims arising out of or in connection with the Customers Personal
Data Breach. Indemnification procedures shall be as set forth in Agreement, including
Data Processing Addendum.
10. Dispute Resolution:
10.1 In case of a dispute between a data subject and one of the parties herein as
regards compliance with these Clauses, that Party shall use its best efforts to resolve
the issue amicably in a timely manner.
10.2 Where the data subject invokes the jurisdiction of Supervisory Authority under
GDPR, the Webkul and the Company shall respect the decision of the Data Subject in
relation to :
(a) initiation of complaint with the competent Supervisory Authority in the Member
State of his residence or place of work.
(b) refer the dispute to the competent courts within the subject Jurisdiction.
(c) Both the parties herein shall abide the decision of that Court/Tribunal/ Authority.
(d) Both the parties agrees that the decision under Section 8.2 made by the data
subject will not affect his/ her other substantive and procedural rights under any other
applicable laws.
11. Liability
11.1 Each Party shall be liable to the other party for any loss, injury/ damage, it
causes or attributable to it, of the breach of any of the clauses stated under this
Addendum.
11.2 The Webkul and its Subprocessors shall be jointly and severally liable to the
Data Subject in respect of damage, injury and/or loss, attributable to Webkul or its
subprocessors, in regard to only that breach of Personal Data or Information that is
within its lawful possession and control and in no case such liability shall exceed the
Project amount paid by the Customer, and the said breach must be reasonably
attributable to the negligence on the part of the Webkul or its subprossessors in
adopting and implementing appropriate technical and security measures that Webkul
is obligated under any of the Agreements in relation to the project between the parties
hereto.
11.3 Notwithstanding anything in Section 9.2, the Company shall be liable to the data
subject, and the data subject shall be entitled to receive compensation, for any
material or non-material damages of the data-subjects owing to the breach of their
Personal Data in control or possession of the Company, which is attributable to or is
caused due to the act or ommission, negligence of the Company or its agents,
officials, employees, staffs or intermediaries employed or contracted in regard to the
management of such data or in respect of which the liability is fixed by the applicable
Data Protection of law
11.4 Where more than one Party and/or subprocessors is responsible for any damage
caused to the Data Subject as a result of a breach of these Clauses, all responsible
Parties shall be jointly and severally liable and the Data Subject is entitled to bring an
action in court against any of these Parties.
11.5 The Parties agree that if one Party is held liable under Subsection 11.4, it shall
be entitled to claim back from the other Party/ies that part of the compensation
corresponding to its / their responsibility for the damage.
12. General terms, Governing Law and Jurisdiction:
12.1 All notices, permissions and approvals will be provided in accordance with
Agreement.
12.2 The governing law and dispute resolution clauses set out in the Agreement shall
also be applicable to this DPA.
12.3 This DPA shall come into effect upon signing the Agreement by the Parties.
Without Prejudice this DPA shall automatically expire upon completion or
termination of the Agreement as defined in Section 1.2
12.4 Webkul reserves the right to amend the terms of this DPA from time to time, so
far as necessary to comply with the applicable Data Protection Laws and Regulations.
12.5 This Addendum and the clauses hereunder shall be governed by the Law of EU
member state in which the Company (Data Exporter) is situated or having operation
or in case, such EU member state does not allow for third - party beneficiary rights,
The Parties shall be governed by another EU member state that allows for such right.
In case, that Privacy Law of the EU member state.
12.6 These Clauses shall be governed by the law of the EU Member State in which
the data exporter is established. Where such law does not allow for third-party
beneficiary rights, they shall be governed by the law of another EU Member State
that does allow for third-party beneficiary rights.
12.7Any dispute which is not resolved amicably shall be finally settled by arbitration
under the Arbitration and Conciliation Act, 1996. Any dispute or difference
whatsoever arising between the parties out of this agreement or the validity or the
breach thereof shall be settled by arbitration subject to provision of the arbitration and
conciliation Act 1996 and the award made in pursuance thereof shall be binding on
the parties. The place of arbitration shall be at New Delhi.
12.8 This Addendum may only be amended in writing and signed by authorized
representatives of both Parties.
On behalf of Company(Customer)
Company’s acceptance of the Order Form/Master-Service Agreement (or other
underlying agreement incorporating this DPA) shall constitute its agreement to this
DPA, its Schedules and Appendices.
On behalf of Webkul
Webkul’s acceptance of the Order Form/Master-Service Agreement (or other
underlying agreement incorporating this DPA) shall constitute its agreement to this
DPA.
By registering for a Seller Account, accessing the Seller Portal, creating products, or offering items for sale across any Marketplace Property, Seller acknowledges and agrees to be bound by these Terms.
1. DEFINITIONS
1.1 “Seller Portal”
The centralized onboarding, product creation, catalog submission, analytics, and account management interface operated by Marketplace LLC and supported by systems licensed from DataCo LLC.
1.2 “Marketplace Properties”
Any digital property, domain, subdomain, mobile application, curated vertical, marketplace, or distribution endpoint operated by Marketplace LLC or its affiliates, including but not limited to niche marketplaces (e.g., vegan, seafood, fruit & veg, non-alcoholic) and any future properties.
1.3 “Product Data”
Any product information submitted by Seller, including but not limited to descriptions, images, ingredients, categories, attributes, pricing information, certifications, and metadata.
1.4 “Seller Data”
Any information relating to Seller’s identity, company, banking details, tax information, compliance documentation, communications, onboarding information, and transactional history.
1.5 “DataCo Services”
The centralized catalog, storage, enrichment, and licensing infrastructure operated by DataCo LLC.
1.6 “Expert Services”
Onboarding, evaluations, guidance, categorization, or support services provided by Experts LLC.
2. CONTRACTING ENTITY
2.1 Primary Counterparty
For all commercial terms, payouts, commissions, chargebacks, liabilities, and sales-related obligations, Seller’s contractual counterparty is:
Marketplace LLC (“Marketplace”).
2.2 Affiliated Entities
Seller acknowledges and agrees that:
- DataCo LLC will receive, store, enrich, and license Product Data submitted via the Seller Portal.
- Experts LLC may access Seller Data and Product Data solely to perform onboarding, evaluation, categorization, or advisory services.
- Marketplace LLC may syndicate Product Data across multiple Marketplace Properties.
The Company Group is collectively referred to herein as “we,” “us,” or “our.”
3. SELLER ACCOUNT & REGISTRATION
3.1 Eligibility
Seller must:
- be a legally registered business entity
- have authority to enter into legally binding agreements
- complete all required KYB/KYC verification
- comply with applicable laws related to product sales
Marketplace may refuse or revoke access at its discretion.
3.2 Accurate Information
Seller represents that all provided information is true, complete, and accurate.
3.3 Access & Security
Seller is responsible for:
- all activity under its account
- maintaining confidentiality of credentials
- promptly notifying Marketplace of unauthorized access
4. DATA OWNERSHIP, LICENSES & RIGHTS
4.1 Ownership of Product Data
Seller retains ownership of original Product Data it submits.
4.2 License to Marketplace LLC
Seller grants Marketplace LLC a royalty-free, worldwide, sublicensable, transferable, irrevocable license to:
- display Product Data
- use Product Data to list, market, promote, tag, classify, translate, categorize, or optimize Seller’s products
- sell Seller’s products across any Marketplace Property
- create derivative works (e.g., edited titles, SEO tags)
This license survives termination for all historical transactions.
4.3 License to DataCo LLC
Seller grants DataCo LLC a perpetual, irrevocable, transferable right to:
- store Product Data
- enrich, modify, or create derivatives of Product Data
- syndicate Product Data to Marketplace LLC
- license product information to Marketplace LLC and internal entities
- use Product Data to improve catalog infrastructure
Seller acknowledges that Product Data becomes part of the centralized catalog.
4.4 License to Experts LLC
Seller grants Experts LLC permission to access and use Seller Data and Product Data for:
- onboarding
- validation
- category expertise
- compliance checks
- marketplace readiness scoring
5. PRODUCT DISTRIBUTION ACROSS MARKETPLACE PROPERTIES
5.1 Syndication
Seller agrees that Marketplace LLC may:
- display, list, or promote Seller’s products across any number of present or future marketplace domains, including niche verticals
- map or categorize Seller’s products into relevant verticals
- adjust pricing or positioning where permitted by Seller’s configuration
5.2 No Guarantee of Placement
Marketplace LLC retains sole discretion for:
- approval of listings
- merchandising decisions
- ranking and search placement
- promotional opportunities
6. SELLER OBLIGATIONS
Seller agrees to:
- comply with all laws regulating the sale of goods
- maintain accurate product information
- fulfill orders in a timely manner (if applicable)
- honor warranties, recalls, or product defects
- maintain up-to-date insurance where required
- refrain from providing counterfeit or unsafe goods
7. MARKETPLACE FEES, PAYMENTS & LIABILITY
7.1 Marketplace Relationship
All commercial activity flows through Marketplace LLC.
7.2 Fees
Seller agrees to pay:
- listing fees
- commissions
- service fees
- chargebacks
- penalties for late shipment (if applicable)
as outlined in the Seller Fee Schedule.
7.3 Payouts
Marketplace LLC:
- processes buyer payments
- collects commissions
- remits payouts to Sellers
- issues tax documentation (e.g., 1099-Ks)
- retains right to hold reserves for fraud risk
7.4 Chargebacks & Disputes
Seller is fully responsible for:
- customer chargebacks
- product liability
- returns and refunds
- fraudulent transactions involving Seller’s products
7.5 Limitation of Liability
DataCo LLC and Experts LLC assume no commercial liability for:
- sales
- payouts
- chargebacks
- customer disputes
- tax obligations
These remain solely with Marketplace LLC and Seller.
8. DATA PROCESSING & PRIVACY
8.1 Data Storage
Seller acknowledges that:
- Seller Data and Product Data may be stored within systems operated by DataCo LLC.
- Data may be replicated across backup or disaster-recovery systems.
8.2 International Transfer
Seller consents to data transfers across jurisdictions for operational purposes.
8.3 Data Use
DataCo LLC may use aggregated, anonymized data to improve the platform.
9. INTELLECTUAL PROPERTY
Marketplace LLC owns all rights to:
- Seller Portal software
- Marketplace Property designs
- classification and taxonomy systems
- platform analytics
- ranking algorithms
Seller receives no rights other than those explicitly granted.
10. TERMINATION
10.1 By Seller
Seller may terminate its account with 30 days’ notice, subject to:
- fulfilling outstanding orders
- resolving disputes
- paying outstanding fees
10.2 By Marketplace
Marketplace may suspend or terminate Seller for:
- violation of these Terms
- illegal or harmful activity
- chargeback abuse
- fraudulent product listings
10.3 Effect of Termination
Marketplace may:
- continue displaying historical transaction data
- retain Product Data as necessary for regulatory compliance
- retain licensing rights already granted
11. INDEMNIFICATION
Seller agrees to indemnify Marketplace LLC, DataCo LLC, Experts LLC, and their officers against all claims arising from:
- product defects
- regulatory violations
- misrepresentations
- intellectual property infringement
- seller misconduct
- failure to comply with tax obligations
12. LIMITATION OF DAMAGES
To the fullest extent permitted by law:
- The Company Group will not be liable for indirect, incidental, punitive, or consequential damages.
-
Direct damages shall not exceed the greater of:
(a) fees paid by Seller in the last 6 months, or
(b) $5,000.
13. GOVERNING LAW & DISPUTES
These Terms are governed by the laws of the State of __________.
Any disputes will be resolved via binding arbitration under AAA rules.
14. UPDATES TO TERMS
Marketplace may update these Terms at any time.
Continued use of the Seller Portal constitutes acceptance of updated Terms.
15. ENTIRE AGREEMENT
These Terms constitute the entire agreement between Seller and Marketplace LLC concerning Seller Portal participation.
SELLER PRIVACY POLICY
(Matching Enterprise Version — For Your Seller Portal)
Last Updated: ______________
This Privacy Policy explains how Marketplace LLC, DataCo LLC, and Experts LLC (“we”, “us”, “our”) collect, use, store, and share information about Sellers accessing the Seller Portal and Marketplace Properties.
1. INFORMATION WE COLLECT
1.1 Information Provided by Seller
- Name, email, phone, address
- Business name, EIN/TIN, certifications
- Banking and payout details
- Tax documents
- Compliance documentation
- Product Data (images, descriptions, attributes)
- Communications with our team
1.2 Automatically Collected Data
- IP address
- Device identifiers
- Login history
- Portal usage activity
- Browser type
- Cookies and similar technologies
1.3 Third-Party Data Sources
We may obtain Seller verification or KYB/KYC data from:
- compliance vendors
- payment processors
- government databases
- public business records
2. HOW WE USE SELLER INFORMATION
We use Seller Data to:
- create and manage Seller accounts
- verify business identity and compliance
- store Product Data in DataCo LLC’s catalog
- evaluate marketplace eligibility
- list and sell products across Marketplace Properties
- calculate fees and commissions
- process payouts via Marketplace LLC
- improve product categorization
- prevent fraud or abuse
- comply with legal obligations
3. HOW WE SHARE DATA
3.1 Internal Sharing
Seller Data may be shared within the Company Group:
- Marketplace LLC – commercial operations, payouts, fees
- DataCo LLC – catalog storage & product data management
- Experts LLC – onboarding & evaluation
3.2 External Sharing
We may share data with:
- payment processors
- KYC/KYB compliance providers
- cloud hosting providers
- analytics vendors
- legal or regulatory authorities
- service providers acting on our behalf
We never sell Seller Data.
4. PRODUCT DATA SHARING & SYNDICATION
Product Data submitted via the Seller Portal may be:
- stored in DataCo LLC
- enriched or categorized
- syndicated across multiple Marketplace Properties
- displayed on present or future verticals
This occurs automatically when listing products.
5. COOKIES & TRACKING TECHNOLOGIES
We use cookies for:
- authentication
- analytics
- security
- performance improvements
Seller may manage cookies via browser settings.
6. DATA SECURITY
We implement:
- encryption at rest and in transit
- access controls
- regular monitoring
- secure development practices
- data minimization policies
7. DATA RETENTION
We retain:
- Seller Data as long as necessary to operate accounts
- Transactional data as required by law
- Product Data as part of catalog history
- Audit logs for compliance and dispute purposes
8. SELLER RIGHTS
Depending on jurisdiction, Seller may request:
- access
- correction
- deletion (subject to legal exceptions)
- restriction of processing
- opt-out
- data portability
Contact: ______________.
9. INTERNATIONAL TRANSFERS
We may process data globally. Appropriate safeguards (e.g., SCCs, encryption) will be used.
10. CHILDREN’S PRIVACY
We do not knowingly collect data from individuals under 18.
11. CHANGES TO THIS POLICY
We may update this Privacy Policy at any time. We will notify Sellers of changes where required.
Privacy Policy Changes
Farm2Me reserves the right to modify this privacy statement at any time. We’ll communicate changes by posting a notice on the site. If we make material changes to this policy you will be notified here, by email, or other places Farm2me deems appropriate.
Changes to Terms
Farm2Me reserves the right, in its sole discretion, to change the Terms under which farm2.me is offered. The most current version of the Terms will supersede all previous versions. Farm2Me encourages you to periodically review the Terms to stay informed of our updates.
Farm2Me Experts Client Usage Policies
Farm2Me Expert Network (“Farm2Me Expert Network” or “Farm2Me”) offers clients access to subject matter experts (such services, the “Services”) through its network of industry professionals, consultants and other individuals (“Network Members” formerly known as Council Members) who are industry consultants to its clients. Farm2Me delivers the Services referenced on a Schedule(s) to the entity or groups specified on such Schedule(s) according to the terms and conditions listed below and on such Schedule(s). Any Services provided to you by Farm2Me hereunder (at Farm2Me’s sole discretion) in the absence of a Schedule shall be for your sole use under the terms and conditions listed below, unless otherwise mutually agreed. These Usage Policies, together with any Schedule(s) for Services hereunder, if any, is referred to herein as the “Agreement”. “Schedule” refers to your commercial arrangement with Farm2Me (i.e., a Schedule, SOW, Statement of Work, or similar written agreement) executed from time to time, which includes pricing for Services thereunder and references this Agreement. Farm2Me arranges Projects (as defined below) with Network Members who are instructed to provide education and insights based on their experience and non-confidential information. Network Members are also instructed not to reveal, and you shall not knowingly seek out from them, any material nonpublic information or confidential information concerning any company or entity with which they have or have had a consulting, advisory, employment or other relationship. You understand that a Network Member’s capacity to consult may be limited by other research collaborations or obligations they may have to entities or institutions with which they are affiliated or employed. To the extent you know about any such limitations or obligations, you agree to respect them in your interactions with Network Members. You confirm that you shall not knowingly or recklessly use the Services to access Network Members who are employed by a company reasonably considered a direct competitor of yours or, if applicable, one of your business units, actively managed portfolio companies, affiliates or subsidiaries or the client you are acting on behalf of and will decline any discussion with any such Network Member. You agree that you will not at any time use Services in violation of law or in violation of your obligations to third parties.
You agree not to speak with Network Members to market your products or services (or products or services of your business units, actively managed portfolio companies, affiliates or subsidiaries, or the client you are acting on behalf of; collectively, “your products”) to them, or in any manner to encourage or influence Network Members to use, purchase, prescribe, arrange for the purchase or use, refrain from the use or purchase, recommend to others the purchase, prescription or use or the refraining from the purchase, prescription or use of, any particular products or services. You further understand and agree that you cannot select particular Network Members as a means to compensate them for their past or future use of your products. You hereby represent and warrant to Farm2Me that in the event you choose to speak with Network Members who use your products, you are speaking with them in order to benefit from the insight or scientific expertise of such Network Members, and not for any of the purposes prohibited in this Agreement. You further agree to defend and hold Farm2Me harmless and free of all liability and costs of defense (including reasonable attorneys fees) that result from any breach of your obligations under this Agreement except to the extent that any such liability results directly from the recklessness or willful misconduct of Farm2Me.
You understand that Network Members are not permitted to provide advice or recommendations on stocks or other investments. Network Members who are lawyers have no attorney-client relationship with you, and Network Members that you consult with do not represent you. Network Members who are lawyers may provide general legal information, but they cannot provide legal advice. For example, you may not ask Network Members who are lawyers for their advice on what you should do in your particular situation. If you desire legal advice, you should engage legal counsel. You expressly waive any objection to a Network Member who is a lawyer representing, either now or in the future, any third party whose interests may be materially adverse to you, to the extent that your objection is based upon such Network Members participation in a Project for you. If you have any questions regarding the foregoing, you may wish to consult legal counsel before contacting the Network Member. Similarly, Network Members who are doctors are not permitted to provide medical advice and Network Members who are accountants are not engaged by you and have no fiduciary duties to you.
These policies are intended to enable the Network Members to satisfy themselves that all consultations will be considered the provision of education and/or insight rather than professional, legal or investment advice, and that you agree not to hold Network Members responsible for the accuracy or completeness of the information they provide you. You understand that each Network Member who works on a Project for you is an intended beneficiary of these usage policies and the covenants and agreements made by you in this Agreement.
RESPONSIBILITIES OF NETWORK MEMBERS
Network Members are independent contractors who have agreed to comply with the Terms and Conditions of Network Membership in substantially the form available from time to time (the “Terms and Conditions”). Network Members each agree, among other things, to treat your inquiries and the information you may provide them as confidential until such information becomes known to the public generally without fault of the Network Member and except to the extent that disclosure may be required by law or legal process. Network Members also assign, transfer and convey ownership to you for any content created specifically for your Projects, and agree to act in accordance with applicable laws and agreements or obligations that they may have. The Terms and Conditions expressly provide that Farm2Me clients are intended third party beneficiaries to the Terms and Conditions.
Network Members are required to decline to participate in a Farm2Me “Project” (i.e., a survey, call, seminar or other event, consulting arrangement, publication, or other written materials) if the Network Member is an employee of a company being examined in that Project or if the Network Member’s participation in the Project presents a conflict of interest. In addition, a Network Member must not participate or continue in a Project if doing so would breach any agreement they may have with or other obligation to any institution, employer, person, or other entity.
You acknowledge and agree as an express condition of your participation in the Services that no Network Member shall have, and you agree to release each from, any liability resulting from any Project or interaction with you, and you further agree to defend and hold Network Members harmless and free of all liability that results from any breach of your obligations under this Agreement except to the extent that any such liability results directly from such Network Member’s recklessness, willful misconduct, or breach of the Terms and Conditions.
RESPONSIBILITIES OF FARM2ME EXPERTS NETWORK
Farm2Me agrees to maintain the confidentiality of all confidential information supplied to Farm2Me by you or observed by Farm2Me or its employees regarding your inquiries with Network Members until such information becomes known to the public generally except to the extent that disclosure may be required by law, regulation or legal process. Your information will be held by Farm2Me in the United States and may be transferred between and among the Farm2Me companies around the world, each of which companies is also bound by this Agreement. Farm2Me agrees not to use any such information or materials except as contemplated by this Agreement for the purposes of providing Services to you (including using your Project description, but not your identity, to recruit Network Members, and to enroll new Network Members, for your Projects) and not to take any other action inconsistent with the confidential nature of such information and materials. Your confidential information excludes any information Farm2Me gathers as part of its efforts to profile Network Members and any anonymized and aggregated information about Services provided to its clients, which Farm2Me owns and may use for purposes unrelated to Services provided in this Agreement. In the event that Farm2Me becomes aware of or reasonably believes that an employee acted in violation of these policies in any material respect, Farm2Me shall promptly notify you and will cooperate as reasonably requested by you to curtail such violation.
Farm2Me agrees that any custom surveys or custom reports produced by Farm2Me at your request and direction in connection with a Project are created for you as “work made for hire” pursuant to US Copyright law, and in the alternative, are assigned, transferred, and conveyed to you including but not limited to all intellectual property rights associated therewith except as set forth in this Agreement.
Farm2Me requires Network Members to provide biographical information upon application to join Farm2Me’s network and requests updates regularly. Network Members are required in the Terms and Conditions to provide updates to their biographical information before a subsequent Project, but Farm2Me relies on Network Members to provide accurate biographical or other descriptive information about themselves, and is not responsible for the content of Projects or the quality of Network Member services. You acknowledge and agree that Network Members are not employees, personnel, agents, or representatives of Farm2Me but are independent contractors delivering services to you hereunder pursuant to the Terms and Conditions. Accordingly, Farm2Me cannot ensure that the information provided by Network Members is correct or complete, and shall have no liability whatsoever arising from the actions or omissions of Network Members including, but not limited to claims by third parties relating to the actions or omissions of Network Members, the sole exception being that Farm2Me may be liable to you to the extent of its recklessness or willful misconduct in carrying out its responsibilities as set forth in the Responsibilities of Farm2Me section of this Agreement.
LIMITATIONS ON USE
You agree to keep Farm2Me’s information that is marked “confidential” or “proprietary” (or that a reasonable person would deem as such), as well as Network Member profile and information and the participation of specific Network Members or other experts (together, the “Network Member Information”) confidential until such information becomes known to the public generally (through no fault of yours or anyone acting at your direction) and except to the extent that disclosure may be required by law, regulation or legal process. You agree to process Network Member Information only for the purpose of using the Services in accordance with the terms of this Agreement, and for no other purpose, except as mutually agreed upon by you and Farm2Me in advance. You further agree to process any personal information Farm2Me provides to you in accordance with: (i) applicable privacy and data protection laws; and (ii) any restrictions imposed by Farm2Me, in writing and in advance, with respect to the processing of such personal information. You also agree not to knowingly process personal information received from Farm2Me in a manner that is likely to place Farm2Me in breach of its obligations under applicable privacy or data protection laws. You shall not share with, forward to, or otherwise allow any third party access to Network Member Information or data that you receive from Farm2Me, nor share any such information with your user teams other than the user team requesting the Project (and your compliance team for compliance review purposes, and your finance/operations team for invoicing/payment purposes), and you will not retain or use Network Member Information in any way inconsistent with the authorized purposes set forth in this Agreement, except to the extent expressly permitted by Farm2Me. You further agree that you shall not (i) reverse engineer Network Member Information, data, Farm2Me’s systems or any other confidential or proprietary information of Farm2Me for any purpose whatsoever; or (ii) support, authorize, or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape Network Member Information from Farm2Me emails, reports, or systems. You agree to purge all Network Member Information upon termination of your relationship with Farm2Me; provided, however, that you may retain copies of such information for archival purposes only, subject to your confidentiality and restricted use obligations hereunder.
You agree that your use of Services will be limited on a per Schedule basis to the entity or group(s) that are identified as users on the Schedule referencing such Services, and may not be used by affiliates, portfolio companies, or other individuals or groups within your company or any third party, unless mutually agreed upon. Without limiting the foregoing, you shall remain responsible for compliance with the terms of this Agreement by any user of Services under your account, and for fees incurred by such users’ use of Services in accordance with the written terms of the relevant Schedule. You may use and apply in your business the opinions and insights you obtain during Projects, but you may not identify or quote Network Members or attribute insights or opinions to Network Members or Farm2Me without the prior written consent of Farm2Me. You may use Services only in strict accordance with this Agreement, and you agree that you will not use Services to compete directly or indirectly with Farm2Me or any of its Services. You agree that any written or online materials/deliverables provided to you in connection with a Project or the Services are for your own use and you may not redistribute, disseminate, publish, or display such material/deliverable, in whole or in part, to any third parties without the prior written permission of Farm2Me, except to your regulators and professional advisors on an as needed basis. If you wish to produce materials/deliverables for redistribution, in whole or in part, in a manner not permitted by this paragraph, you shall notify Farm2Me in advance of launch of the applicable Project of the contemplated use, which will be subject to Farm2Me’s approval. To the extent that Farm2Me approves of redistribution, you agree to be directly responsible for any taxes that may be due and payable related to such Project and for any recipient’s compliance with the applicable terms of this Agreement, and will defend and hold Farm2Me harmless and free of all liability and costs of defense (including reasonable attorneys’ fees) that result from such redistribution.
Farm2Me understands that you have many relationships in place, however, for Network Members you first encounter through the Farm2Me, you specifically agree not to knowingly employ or engage them, directly or indirectly, as a director or advisory board member or for consulting of a similar nature to that available through Farm2Me, including in-person visits, surveys, telephone calls or any other interaction, and not to purchase or license any content from them, without the involvement of or prior written permission from Farm2Me for a period of two years from the most recent Project with or introduction to such Network Member or through the end of your commercial relationship with Farm2Me, whichever is later. For purposes of this paragraph, “introduction” to a Network Member shall mean the identification of such Network Member to you for a Project or by virtue of your access to the Services. You agree not to access Network Members for calls except through Farm2Me’s communication systems, and not to compensate any Network Member for work on your Projects except through Farm2Me. You agree that nothing in this Agreement shall prevent Farm2Me from supplying Services to other parties or you from using preexisting relationships or relationships developed independently of your relationship with Farm2Me.
LIMITATION OF DAMAGES; LIMITATION OF LIABILITY
In no event shall either party be liable to the other party, or to any third party, for any lost profits, incidental, consequential, punitive, special, or indirect damages arising out of or in connection with the Services or this Agreement, even if advised as to the possibility of such damages, regardless of whether the claim for such damages is based in contract, tort, strict liability or otherwise. Notwithstanding the foregoing, Farm2Me shall be entitled to recover for specific business opportunities lost as a result of your knowing or reckless breach of your obligations under the Limitations on Use section of this Agreement.
Except with respect to breaches of obligations hereunder regarding confidentiality, limitations on use, and indemnification, in no event shall either party’s liability hereunder exceed the fees paid or payable under the Schedule under which the claim arose.
MISCELLANEOUS
The Agreement shall be governed by and construed in accordance with the laws of the State of New York. Violation by you of Farm2Me policies as set forth herein may, without limitation, result in immediate termination of your research subscription with the Farm2Me. The release, indemnification and confidentiality provisions, along with the Limitations on Use, Limitation of Damages and Miscellaneous sections, and your obligation to pay outstanding fees under a Schedule shall survive any termination or expiration of this Agreement. Neither party shall be responsible for any cessation or delay in the performance of its obligations due to causes beyond its reasonable control including, but not limited to, fire, accident, labor difficulty, strike, riot, war, civil commotion, act of God, equipment or system failure or changes in any federal, state or local laws, statutes, rules, regulations or ordinances. A party whose performance has been halted or delayed by any such uncontrollable event shall use its reasonable efforts to overcome or correct the uncontrollable event and to resume performance. There are no implied rights or remedies, statutory or otherwise, not specifically set forth in this Agreement and the Schedules thereto. There are no third party beneficiaries to this Agreement except as expressly set forth herein. This Agreement contains the whole and entire agreement between the parties with respect to all previous understandings and agreements, oral or written, between the parties relating to the provision of Services, and replaces and supersedes any such previous understandings and agreements prior to the effective date of this Agreement. This Agreement may not be modified except in writing acknowledged by the party against whom such modification is sought to be enforced.
Unless otherwise stated in your Schedule for Services, the fees to be paid pursuant to such Schedule do not include any amount of sales, use, excise, gross receipts or other transaction or revenue based taxes applicable to the sale, use or delivery of the Services, and you shall be responsible for the payment of any such tax applicable to the Services, without regard to whether Farm2Me has separately stated, collected, and/or remitted any applicable tax.
Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to these Usage Policies, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbiter arbitration held in New York City under the rules of JAMS in effect from time to time. The claims shall be governed by laws of the State of New York, without regard to New York’s conflict of law rules, and the enforceability of this arbitration agreement shall be governed by the Federal Arbitration Act. The language to be used in the arbitral proceeding will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding.
FARM2ME EXPERTS NETWORK EXPERT MEMBERSHIP
THIS IS A BINDING CONTRACT.
These Terms and Conditions of Network Membership (the “Terms & Conditions”) in the Farm2Me Experts Network (the “Farm2Me Experts”) supersede all prior versions of the Terms & Conditions previously in effect between Farm2Me Experts Network, Inc. and/or its subsidiaries and affiliates (collectively, “Farm2Me Experts®” or “Farm2Me”) and you. You agree that your use of any of Farm2Me’s websites is subject to that website’s terms of use, except to the extent those terms conflict with these Terms & Conditions, in which case these Terms & Conditions shall control. The English version of these Terms and Conditions shall control over any translations.
OVERVIEW AND ACTIVITIES
The Farm2Me Experts Network consists of professionals and consultants in various industries and specialties who educate and share insights with financial and business leaders and other organizations and professionals (“Clients”). Farm2Me provides opportunities for Network Members (also referred to as “Expert Members”) to participate in different types of projects (“Projects”), such as telephone or video consultations and online surveys. Expert Members who qualify for Member Programs (described below) may be eligible to participate in additional types of Projects, including Projects that require greater time commitments. Additionally, Network Members may be eligible to participate in other non-Project activities and interactions through Farm2Me (“Platform Activities”), such as:
• receiving rewards for referring friends and colleagues to the Farm2Me Network and Platform Activities;
• selling reports and other syndicated content through Farm2Me’s online marketplace and/or third-party partner sites;
• participating in discussions with other Network Members and/or Clients; and
• engaging in other networking and educational opportunities.
MEMBERSHIP POLICIES
Prior to participating in Projects, other than surveys, you will be required to complete Farm2Me’s Network Member tutorial (the “Tutorial”). By signing these Terms & Conditions, you represent that you have completed or will complete the Tutorial before participating in Projects. You will be required to complete the Tutorial and sign these Terms & Conditions on a yearly basis. Farm2Me, however, reserves the right to require you to recomplete the Terms & Conditions and Network Member Tutorial at any time. You confirm that you are not prohibited or limited in any way from participating in the Farm2Me Experts Network by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), your current employer’s policies or codes of conduct (if you are employed), or any similar policies or obligations that limit your conduct in any way. Further, to the extent your ability to consult is limited in any way, you confirm that you have obtained all necessary consents or waivers (e.g., the consent of your employer, any company or organization for which you have consulted, or any affiliated academic or government organization) to participate as a Network Member. It is your responsibility to determine whether you are permitted to join the Farm2Me Network.
As a Network Member, you acknowledge and agree to the following: (i) you are a non-agent independent contractor of Farm2Me; (ii) you have no authority to act on behalf of Farm2Me; (iii) you are not eligible for any Farm2Me or Client employment benefits based on your participation in the Farm2Me Network; (iv) you shall not identify any Client or Farm2Me as your employer; (v) you are joining the Farm2Me Network in your individual capacity and not as a representative or on behalf of any other entity 1 (such as past or present employers), except as otherwise agreed in writing between such entity and Farm2Me; and (vi) Farm2Me, in its sole discretion, may determine your eligibility for membership in the Farm2Me Network. If you are in any way unsure about your ability to comply with these Terms & Conditions, then you must decline to participate as a Network Member.
PARTICIPATION IN THE FARM2ME NETWORK
At all times during your participation in the Farm2Me Network, you agree to act in good faith, in a professional and workmanlike manner, to the best of your ability, and in accordance with these Terms & Conditions and all applicable laws and 1 If you reside in California, you agree that you are participating as a sole proprietor. regulations. When engaging in Projects or Platform Activity, you agree to abide by any obligations you may have that limit what you can discuss or the scope of your participation in the Farm2Me Network.
YOU MUST DECLINE, OR DISCONTINUE PARTICIPATION IN, ANY PROJECT OR PLATFORM ACTIVITY THAT PRESENTS A CONFLICT OF INTEREST OR WOULD RESULT IN A VIOLATION OF ANY APPLICABLE LAW, THESE TERMS & CONDITIONS, OR YOUR OBLIGATIONS TO PAST OR PRESENT EMPLOYERS OR ANY OTHER THIRD PARTY.
During the course of your participation in the Farm2Me Network you SHALL NOT disclose confidential information, which includes:
• Material, nonpublic information (MNPI), including MNPI related to any company, security, industry, or pending government action or legislation;
• Proprietary information, including trade secrets, copyrighted information, business information, belonging to past or present employers, companies for whom you have consulted, or any other third party;
• Non-public or confidential information related to pending government action or inaction;
• Information that you have a duty or have agreed to keep confidential (e.g., by contract, fiduciary duty, etc.);
• Information that was disclosed to you or to which you were permitted access under the assumption or expectation that you keep it confidential; and
• Information you believe may be confidential. Additionally, you will not disclose any information that you are otherwise prohibited from disclosing under applicable law or which might result in your breach of any regulatory, legal, ethical, or professional standard or rule. You further agree to the following in considering, accepting and completing Project opportunities:
• If you are an employee or director of a company, you will not (i) discuss or disclose that company’s information (such as its performance, strategy, processes, operations, or internal metrics), (ii) accept or engage in any Projects or Platform Activities about that company, or (iii) consult for any Client you reasonably believe to be a direct competitor of that company in each case without the express written consent of the company and Farm2Me;
• If you are an auditor or former auditor, you will not consult about organizations that you or your employer currently audit or have audited in the last three years;
• If you have worked in the accounting or finance department of a company within the past year, you will not discuss accounting or financial issues relating to that company or its affiliates;
• If you are an employee or director of an entity issuing securities in an initial public offering (IPO) or that has made, or is the subject of, a tender offer, or an entity that has acted on behalf of such a company in connection with such tender offer, you will decline all Project invitations until the commencement of such offering or while the tender offer process is ongoing;
• If you are a lawyer, you will not give legal advice in connection with a Project or Platform Activity, and you do not establish an attorney-client relationship with Clients through Projects or Platform Activities;
• You will not give investment advice, including without limitation, rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in,purchasing, or selling any security;
• To the extent not already reflected in your Farm2Me employment history or Farm2Me Network Member Profile, you will disclose to Farm2Me any material financial interests or business relationships you have, or any entity under your control has, that you reasonably believe would be relevant in assessing your objectivity or conflicts of interest for the Project, or you will decline the Project if you are unable or unwilling to make such a disclosure;
• You will not use your participation in the Farm2Me Network to promote any products, companies or opportunities without consent from Farm2Me prior to your participation in the Project;
• You will not accept any compensation other than that provided by Farm2Me for your work performed for Clients without first obtaining the express written consent of Farm2Me; and
• You will not record or transcribe, or permit any third party to join (except with prior consent from Farm2Me), your consultations with clients. Additionally, note that most current government officials and government agency officials worldwide are ineligible to participate in the Farm2Me Network. If you are one of the few Network Members who are an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.), or any political party, party official, or candidate for political office, you agree not to discuss legislation, regulation, policy, contracts, or other business that you are in a position to vote upon or otherwise influence. Further, you agree to promptly notify Farm2Me if you become an elected official, candidate for political office, or employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, public international organization, or political party.
You further agree to abide by Farm2Me’s Code of Conduct for Network Members available here. Certain market research Projects conducted through Farm2Me Research (Farm2Me Surveys, Farm2Me Qualitative and Farm2Me Integrated Insights), and certain other Projects, will be designed to be conducted on a blinded basis such that your identity and the identity of your current employer (if any) will not be shared with the client. Notwithstanding Farm2Me’s limitations on consulting about your employer, for these blinded Projects, you may be asked to discuss non-confidential insights related to your employer. As with all Farm2Me Projects, you must not share confidential information and must honor your obligations to your current and former employers (if any) and any other entities to which you have such obligations. Farm2Me will, from time to time, inform you of additional rules that you are required to observe and specific topics that you are not permitted to discuss. You agree to observe these rules and any limitations we place on what you can discuss. You represent that you have not been:
• Convicted of, plead guilty to, or admitted committing, any criminal offense involving dishonesty or deception (e.g., theft, fraud, etc.) or any crime that may be punishable by a prison term of a six months or more (e.g., a felony in the United States);
• Subject to an order, judgment, action, or investigation of a court or any national or state regulatory or self- regulatory organization, such as the U.S. Securities and Exchange Commission (SEC), the Financial Conduct Authority (FCA), the Securities and Futures Commission (SFC) or Financial Industry Regulatory Authority (FINRA), relating to a violation of securities laws or an accusation of civil or criminal fraud or deceptive practices; or
• Named on the Excluded Parties List System (now consolidated at SAM.gov) maintained by the U.S. General Services Administration, the Specially Designated Nationals list maintained by the U.S. Department of Treasury's Office of Foreign Assets Control, or any other similar list maintained by the U.S. or other nation or NGO. Further, in the event you are, or have been in the past, accused of a felony or any offense involving dishonesty or deception, or sued for theft of corporate assets, fraud, breach of any confidentiality or nondisclosure agreement, breach of fiduciary duty, or any similar action to promptly disclose that information to Farm2Me by emailing LEGAL@FARM2.ME. While Farm2Me reserves the right to verify this independently you agree to notify Farm2Me immediately if your status changes with respect to any of these representations.
IF YOU BECOME CONCERNED WITH THE NATURE OF ANY INQUIRY OR PROJECT BY A CLIENT, A CLIENT ATTEMPTS TO INFLUENCE YOUR DECISIONS (E.G., WHAT DRUGS TO PRESCRIBE OR DEVICES OR SERVICES TO USE) IN ANY WAY, OR A CLIENT IS MARKETING PRODUCTS OR SERVICES TO YOU RATHER THAN CONDUCTING RESEARCH, YOU MUST DISCONTINUE YOUR PARTICIPATION AND NOTIFY FARM2ME IMMEDIATELY BY EMAILING LEGAL@FARM2.ME OR CALLING +1 646-481-8184. To encourage you to err on the side of caution when participating in Projects, in the event you discontinue a Project in order to comply with these Terms & Conditions and promptly notify Farm2Me as described above, you may submit a payment request for the full time you set aside for the consultation. You agree to cooperate fully in any Farm2Me inquiry concerning actual, alleged, or potential violations of these Terms & Conditions or any applicable law.
CONFIDENTIALITY OF FARM2ME AND CLIENT INFORMATION
While you are a Network Member and thereafter, you agree not to disclose or to attempt to use or personally benefit from (e.g., use to trade securities or make investment decisions) any Restricted Information (as defined below) that is disclosed to or known by you because of your participation in the Farm2Me Network until such time as the Restricted Information has become publicly available through no action of your own, except to the extent required by law or as expressly permitted by Farm2Me for the purpose of facilitating a particular Project. The following should be considered strictly confidential: (1) the identity of Clients (e.g., do not list Clients on your resume, website, or any business networking profile); (2) information about Projects, including Project invites and lists to which you are granted access; (3) information about any actual or potential business, investment or trading decisions, or transactions of any Client; (4) materials and information provided to you by Client; or (5) any other nonpublic or proprietary information of Farm2Me or its Clients (collectively, “Restricted Information”). If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Restricted Information to anyone, you will promptly notify Farm2Me, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with Farm2Me in protecting such information to the extent possible under applicable law. Upon request by Farm2Me or the applicable Client, you agree to return or destroy all Restricted Information in your possession. Notwithstanding the foregoing, if and only to the extent necessary, you may disclose the general topic and Client description to secure any required third-party consent to your participation as a Network Member or in a Project prior to accepting an invitation for that Project. Some Projects or Platform Activities are collaborative, and involve working with other Network Members. You owe the same duty of non-disclosure to such other Network Members as you would to any Client under these Terms & Conditions. Additionally, if during the course of Projects or Platform Activities, you are first introduced to other Network Members, you may not, directly or indirectly, solicit those Network Members for projects or other engagements outside of Farm2Me without the prior written consent of Farm2Me.
NETWORK MEMBER INFORMATION
You agree to provide Farm2Me with accurate and complete biographical information, including your current job status, any directorships, and at least two years of employment history, and to promptly update that information as it changes. Farm2Me or its Clients may ask you for other information, including your availability, expertise, knowledge of, or experience with, certain companies or products, or suitability to consult on particular topics or in general. Collectively, such information about you, as well as any information in your Farm2Me Network Member Profile and any photographs or images you choose to add to your profile, are your “Network Member Information.” While Farm2Me may revise Network Member Information on your behalf based upon information provided by you or other available sources, you are solely responsible for maintaining and updating your Network Member Information and ensuring its accuracy. You acknowledge that Farm2Me, Clients, and Farm2Me’s third- party partners will rely on your Network Member Information when selecting you for Projects. Therefore, you agree not to accept any Project with any Client unless your Network Member Information is accurate, complete, and up-to-date. You agree that Farm2Me may, if it so chooses, verify your identity, conduct a background check on you, including through a third-party service, seek to confirm your employment history and education credentials, as well as check for any publicly available information (including history of criminal, regulatory or civil matters) that might impact Clients’ willingness to engage with you. You should proactively disclose to Farm2Me any such negative information so we can assess if it will impact your ability to engage with Farm2Me or Clients. Farm2Me may also seek to verify the accuracy of the payment requests you submit and confirm the substance of your discussions with Clients. You agree to cooperate with Farm2Me as it conducts background checks and any other verifications. Clients may be required, by law or their own compliance policies, to disclose certain details of their interactions with you, including your name and the amount you were paid to third parties (“Required Client Disclosures”). You authorize Clients, or Farm2Me on their behalf, to make Required Client Disclosures and you agree to provide any additional information necessary to complete any Required Client Disclosures. You consent to Farm2Me contacting you by email, telephone, SMS, or otherwise, to process and administer details of your membership in the Farm2Me Network, to provide you with opportunities to participate in Projects or other Platform Activity, to assist with required approvals and consents for Project participation, to comply with applicable laws and Client compliance policies, and to tell you about Farm2Me’s business.
DATA PROTECTION
Farm2Me will process Network Member information in accordance with Farm2Me’s Privacy Policy. In the course of providing services, complying with its own contractual and regulatory obligations, and operating its business, Farm2Me may process personal data in accordance with applicable data protection laws. Further information about Farm2Me’s processing activities can be found in the Farm2Me Privacy Policy, which is available on the Farm2Me website. Additional copies of the Farm2Me Privacy Policy are available on Request. The Farm2Me Privacy Policy sets out relevant information regarding, among other things: (a) the collection and creation of personal data by, or on behalf of, Farm2Me; (b) the categories of personal data processed; © the lawful basis for such processing; (d) the purposes of such processing; (e) the disclosure of personal data to third parties (including processors); (f) the international transfer of personal data; (g) the data security measures applied by Farm2Me; (h) Farm2Me’s compliance with the principles of data accuracy, data retention and data minimization; (i) the rights of data subjects; and (j) contact details for enquiries and the exercise of data protection rights. The Farm2Me Privacy Policy may be updated or revised from time to time without prior notice. You are encouraged to review the Farm2Me Privacy Policy periodically. In the event that you disclose the personal data of any third party to Farm2Me, you shall, to the greatest extent permitted under applicable law, draw the attention of that third party to the Farm2Me Privacy Policy, prior to making such disclosure. You agree to process personal data you receive from Farm2Me in accordance with the applicable provisions of these Terms & Conditions, the Farm2Me Privacy Policy, and any instructions Farm2Me provides.
ASSIGNMENT, ACCEPTANCE & SCOPE OF PROJECTS
Your participation in Projects and Platform Activities is always at your discretion. Farm2Me makes no representation regarding the frequency, quantity, or type of invitations to Projects or Platform Activities you will receive or in which you will be chosen to participate. Unless otherwise agreed in writing by Farm2Me or stated in any Project invitation, you will be compensated only for the time you spend interacting with Clients on Projects at your agreed rate. You will not be compensated for preparation time, wait time, or time set aside if a Project with a Client does not occur. You may not assign Projects or Platform Activities or delegate any portion of your work to others (including without limitation to any other employees of your firm) without Farm2Me’s prior written consent. All interactions must be set up through Farm2Me or its systems. You are not permitted to share your contact information (either phone or email) directly with the Client without the written consent of Farm2Me. If a Client contacts you without having arranged the Project through Farm2Me, and you consult with the Client, you are not eligible for payment from Farm2Me, even if the call is a follow-up to a recent Project that was arranged through Farm2Me. Clients are not authorized to expand the scope of a Project except with Farm2Me’s written authorization.
COMMUNICATION WITH THIRD PARTIES
In performing Project work on behalf of Clients, you are not to interact with third parties except with the written authorization of Farm2Me. If authorized to do so, you agree to advise any third party with whom you interact that you are not seeking, and do not want, any confidential information, including material non-public information, and that he/she must comply with his/her existing obligations to any third parties, including past or present employers. Further, during these interactions the following conduct is strictly prohibited:
• presenting yourself under false pretenses or pretexts;
• describing yourself as working for or on behalf of Farm2Me;
• identifying the Client on whose behalf you are acting (you may disclose the type of client firm without identifying such Client by name);
• hiring or engaging such person as an agent, subcontractor, or consultant without Farm2Me and the Client’s written consent;
• soliciting information that you believe the person, if he/she were a Network Member, could not disclose under these Terms & Conditions; and
• offering, giving, or attempting to give anything of value to anyone without Farm2Me and the Client’s written consent.
COMPLIANCE WITH ANTI-CORRUPTION LAWS
You acknowledge that you are aware of, and have received training on, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, Sapin II, as well as anti-corruption/anti-bribery laws in general, and commit yourself to abide by such laws. Therefore, when performing work on behalf of Farm2Me or its Clients you shall not accept, offer, promise, or pay any money, gift, or any other thing of value from or to any person:
• for the purpose of influencing official actions or decisions, while knowing or having reason to know that any portion of this money, gift or thing shall, directly or indirectly, be given, offered, or promised to (i) an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.) or (ii) any political party, party official, or candidate for political office;
• for the purpose of obtaining or retaining business or inducing any person to cease to act in good faith, impartially, or in accordance with a position of trust; or
• to improperly induce any person to provide you with information.
NON-SOLICITATION OF CLIENTS
Membership in the Farm2Me Network is non-exclusive and there is no minimum time commitment (unless otherwise agreed in writing). As a condition to participation in the Farm2Me Network, for Clients to whom you are first introduced to through Farm2Me, for a period of two years from the most recent Project with or introduction to such Client you agree not to knowingly solicit projects from or propose or agree to any kind of consulting, advisory (including directorships), or employment arrangement with such Client, either directly or indirectly, without the written permission of Farm2Me. This provision does not prohibit you from being retained by a Client to provide legal advice. For a period of two year after the termination of your relationship with Farm2Me, you also agree not to knowingly solicit for employment any employee of Farm2Me or any Clients to whom you were first introduced due to your Network Member status.
MEMBER PROGRAMS
Network Members who are enrolled in Member Programs may be eligible to participate in additional types of Projects, such as in-person or virtual meetings and events, written deliverables, and in-depth engagements. Network Members who are not enrolled in Member Programs are restricted to a limited number of telephone consultations and online surveys. You acknowledge that Farm2Me in its sole discretion may determine your eligibility for Member Programs or other programs that may exist from time to time. Note that participation in Member Programs or other Farm2Me programs may require an additional written agreement, which supplements these Terms & Conditions.
NETWORK MEMBER CONTENT
You represent that any materials, regardless of format, that you submit, upload to a Farm2Me website, or otherwise provide to a Client or to Farm2Me, whether orally or in writing, (collectively, “Content”) is your intellectual property or you have obtained any necessary permissions or licenses to such Content. You are solely responsible for your Content, and you agree not to submit Content that is unlawful, threatening, defamatory, profane, deceptive, misleading, infringes on the rights of another, or otherwise violates these Terms & Conditions.
Content Created for Client(s); Client Compliance As part of a Project, you may be asked to create content for a Client (“Project Content”). You hereby assign, convey, and transfer to Client all right, title and interest in and to the Project Content and agree that any Project Content shall be solely owned by Client. You further agree to cooperate with and sign all documents reasonably requested by Client to enable Client to secure, register and enforce in the U.S. and any foreign countries, copyrights in all works owned by or assigned to Client. Client may use Project Content for any purpose permitted under that Client’s agreement with Farm2Me, which may include reproduction, disclosure, transmission, publication, broadcast, and posting, unless otherwise agreed in writing by Farm2Me and the Client. Content you create independently of any Project (“Retained Content”, together with Project Content, “Content”) remains your property and you retain all rights, title, and interest in and to such Retained Content; however, you grant the Client a perpetual, world-wide, royalty-free, and transferable license to use any Retained Content incorporated into any Project Content. Without limiting the foregoing, you agree that each Client is free to use any ideas, concepts, know-how, or techniques contained in any Content you transmit to that Client for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information. Any inventions, discoveries or improvements that are based in full or in part on any Content and information you create for a Client in the course of a Project, and all intellectual property rights in such inventions, discoveries, or improvements, shall be owned entirely by and shall be proprietary to the Client. You further consent to Farm2Me’s Clients recording and transcribing your consultations or other interactions with them (“Client Recordings”), and agree that any Client Recordings are owned by Clients and may be used by such Client and Farm2Me for any purpose permitted under that Client's agreement with Farm2Me. As part of their compliance protocols, some Clients may have a professional or independent third party (in addition to the Client user(s) you will speak with) chaperoning phone consultations. On occasion, their presence may be unannounced (i.e., you will not be notified that they are listening). By signing these Terms & Conditions you consent to consultations being chaperoned, recorded, and/or transcribed at Clients’ election.
Other Content
Syndicated Content: You retain ownership to Retained Content that you submit for sale or icense to Clients (“Syndicated Content”); however, you provide Farm2Me a limited license to market, promote and sell such Syndicated Content on its websites and otherwise, including by showing samples or limited portions of Syndicated Content to potential purchasers (including through third party partner websites), and to process Syndicated Content for use with Farm2Me’s automated search and suggestion systems. Farm2Me Publications: Content that you submit for publication by Farm2Me (“Publications”), other than Syndicated Content, shall be owned by Farm2Me and you shall retain no license to use such Content unless otherwise provided by Farm2Me in the terms of such Publication.
Recordings/Transcriptions: Farm2Me may invite you to participate in a Project for which your image and/or voice may be recorded and/or transcribed ("Farm2Me Recordings") by Farm2Me, Client, or their agents, such as at a live meeting, webcast, conference call, conference, interview, or other event. You agree, notwithstanding anything else in these Terms & Conditions, that Farm2Me (or if applicable, the Client who records their Projects as facilitated by Farm2Me) owns Farm2Me Recordings and has the exclusive right to attribute Farm2Me Recordings to you and to use, distribute, sell, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display Farm2Me Recordings, in whole or in part, in original form or as edited or modified by Farm2Me, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing.
Content License: For all Content other than Project Content, Retained Content, Syndicated Content, and Recordings, you grant Farm2Me a perpetual, world-wide, royalty-free, transferable, and exclusive license to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such Content, in whole or in part, in original form or as edited or modified by Farm2Me, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing.
Content Release & Indemnification: You additionally release Farm2Me, and any and all persons acting under its permission or authority from any claim, liability, or action in law, including any claims for defamation, copyright infringement, or invasion of privacy, arising in connection with your Content. Further, you agree to indemnify, defend, and hold harmless Farm2Me and its Clients from and against any third-party claim that your Content or the use of your Content infringes upon any patent, trademark, copyright, trade secret, or other intellectual property right.
RELIANCE BY CLIENTS
These Terms & Conditions are intended to benefit Clients. Clients expect that all Projects will be carried out in accordance with these Terms & Conditions and applicable laws and that, among other things, they will not receive any confidential information, including material non-public information, and their own Restricted Information will not be disclosed. Clients may from time-to-time request that you confirm any part of these Terms & Conditions, and any additional terms or compliance policies required by Clients as a condition to your participation in or payment on a Project (“Confirmations”). You agree that, to the extent you have provided any Confirmations, you shall be obligated to honor such Confirmations in addition to these Terms & Conditions, and that the applicable Client shall have the right to directly enforce your compliance with such Client’s Confirmations, if any. You understand that other Network Members, each Client, and the person with whom you may engage in any Project or Platform Activity is an intended beneficiary of these Terms & Conditions and the covenants and agreements made by you hereunder, and that Clients, as third-party beneficiaries of these Terms & Conditions, have the right to directly enforce your compliance with these Terms & Conditions.
POST-PROJECT ATTESTATION
You acknowledge that Farm2Me and/or Client may require you to attest to your compliance with these Terms and Conditions and certain other additional terms and compliance policies upon completion of a Project, including confirmation that during the Project: (1) you did not disclose to the Client any confidential, including material nonpublic, information, or any information obtained under a duty of trust, or unlawfully or inappropriately, (2) you did not breach any obligation to a third party, including an employer or former employer, (3) you complied with, and will continue to comply with, the Terms & Conditions of Network Membership and Farm2Me’s compliance policies and procedures, and (4) you will not use, or disclose to third parties, any information you have obtained from the Client. You agree to immediately notify Farm2Me if you believe that there was a violation of these requirements by emailing or calling +1 646-481-8184. You further agree that by invoicing Farm2Me for any Project, you are attesting to the above conditions related to the Project.
PAYMENTS
You are responsible for providing your or your organization’s payment details on your Farm2Me Network Member Profile page and keeping such information up-to-date. If you are employed, you must follow your employer’s policies that may relate to payment by Farm2Me. Unless stated otherwise or otherwise agreed in writing, within 30 days of completion of a Project you must request payment through the Farm2Me Network website for the work you performed on the Project. To the extent any post-project attestations are required in connection with a project, those attestations must be provided in order to receive payment. Payments will be based on the applicable rate in your profile upon Project acceptance unless otherwise agreed in writing by Farm2Me or as specified in the Project invitation. For telephone or video consultations you will be compensated for the total number of minutes spent on the phone with Clients (as recorded in Farm2Me’s systems). Any partial minutes will be employer, you agree, so long as your relationship with your employer exists or until your employer provides otherwise in writing, that payments will be made to your employer. Payment terms for Platform Activities, to the extent applicable, will be made in accordance with the terms set forth on Farm2Me’s websites regarding the particular Platform Activity or as otherwise agreed in writing by Farm2Me. Farm2Me does, however, reserve the right to combine any payments due to you. If a Client disputes your request for payment or the quality of your work on a Project or Platform Activity, Farm2Me may withhold payment until such dispute is resolved. You agree that in the event of any such payment dispute, Farm2Me has the sole and final authority to resolve such dispute in Farm2Me’s reasonable discretion, and you agree to be bound thereby. You further understand and agree that you have no right to payment for a Project or Platform Activity to the extent Farm2Me reasonably determines you have violated these Terms & Conditions or Farm2Me’s compliance rules, including but not limited to providing incorrect information in your Farm2Me Network Member Profile or referring third parties in violation of law or Farm2Me’s referral rules, and to the extent you have already received payment for Projects or Platform Activities involving such violations, Farm2Me shall have the right to recover such payments in full. Farm2Me may require you to provide additional information (including your date of birth, government identification numbers, Social Security number, or equivalent Tax Identification number) about yourself or your employer/company as part of Farm2Me’s security procedures. To protect your information from third party misuse, please provide such information or any updates to your bank account by phone or through Farm2Me’s websites, not by email. Note that U.S. Network Members will receive a U.S. Internal Revenue Service Form 1099 for payments as required. You also agree that all fees imposed on you by any banking institution to process any payment from Farm2Me are your sole responsibility. If you are a non-U.S. Network Member you agree to notify Farm2Me in the event you (1) engage in Projects while located in the U.S., (2) become a U.S. citizen, (3) obtain a green card, or (4) meet the substantial presence test as defined by the IRS for the calendar in which you received compensation from Farm2Me. Your contract will be with, and you shall receive your payments from, Farm2Me Experts LLC., a U.S. entity. You agree that you are responsible for paying any applicable taxes in your jurisdiction on payments you receive from Farm2Me, in accordance with applicable laws and regulations and, if applicable, you agree to provide Farm2Me evidence of such tax payments upon Farm2Me’s request. rounded down to the nearest whole minute. If you or your employer has specified that payments be remitted to your bank account.
AGREEMENT DETAILS
Right to Injunction/Limitation on Liability In the event that you breach, or threaten to breach, any of the obligations contained in the terms of use of Farm2Me websites or the Sections of these Terms & Conditions titled Communication with Third Parties, Confidentiality of Farm2Me and Client Information, or Non-Solicitation of Clients, you acknowledge that Farm2Me’s and/or Clients’ remedies at law will be inadequate and that Client and/or Farm2Me will be entitled to an injunction to prevent your prospective or continuing breach and to maintain the status quo pending arbitration provided for below. In no event shall Farm2Me be liable to you or any other party for any damages resulting from or relating to your participation as a Network Member, the performance of any services by you as a Network Member, the processing of personal data by or about you, or the business operations of Farm2Me, including without limitation for any incidental, consequential, punitive, or special damages regardless of the theory of liability and even if Farm2Me was informed of the possibility of such damages. Farm2Me agrees that for its part it shall not seek to impose on any individual Network Member any liability for damages based on his or her performance of services hereunder as a Network Member, including without limitation for any incidental, consequential, punitive, or special damages, so long as such damages do not relate to or arise out of the failure of the Network Member to comply with these Terms & Conditions, including the guidelines and restrictions referenced herein, or conduct or activity by the Network Member that constitutes gross misconduct, fraud, or violates any applicable law. You are solely responsible for your actions. Farm2Me shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.
Arbitration
Any dispute, controversy, or claim, whether in tort, contract, or otherwise, that arises from or relates to these Terms & Conditions, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by arbitration before a single arbiter. The arbitration shall be administered by JAMS pursuant to its Streamlined Rules and Procedures. The enforceability of this arbitration agreement shall be governed by the U.S. Federal Arbitration Act. The venue for all arbitrations shall be New York City, unless the Network Member resides (i) in Europe, in which case such Network Member may elect to have the arbitration held in London, England, or (ii) in Asia, in which case such Network Member may elect to have the arbitration held in Singapore. The language to be used in the arbitral proceeding will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall not be deemed a waiver of Farm2Me’s right to seek injunctive relief in any court of competent jurisdiction as provided for in these Terms & Conditions. Each party is responsible for its own legal fees, and the arbitrator may not include the payment of attorneys’ fees or expenses as a part of any award. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding. You agree to an arbitration on an individual basis. In any dispute, neither you nor Farm2Me shall be entitled to join or consolidate claims by or against other Network Members, or arbitrate any claim as a class representative, class member, or in a private attorney general capacity. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). You and Farm2Me are agreeing to give up any rights to litigate claims in a court or before a jury or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court, such as access to discovery, may also be unavailable or may be limited in arbitration.
Governing Law
These Terms & Conditions, as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by New York Law without regard to New York’s choice of law rules.
Severability
If any provision of these Terms & Conditions shall be held to be illegal, invalid, or unenforceable by an arbitrator or a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
Survival of Certain Provisions
The provisions of the sections (including subsections) of these Terms & Conditions entitled Non-Solicitation of Clients, Network Member Content, Privacy Policy, Confidentiality of Farm2Me and Client Information, Reliance by Clients, and Agreement Details shall survive any termination or expiration of these Terms & Conditions.
Termination
Subject to your obligation to complete Projects for which you are engaged, you have the right to withdraw from the Farm2Me Network at any time upon notice to Farm2Me, and Farm2Me has the unlimited right to terminate or limit your membership in the Farm2Me Network and Member Programs at any time and for any reason.
You acknowledge and agree that you are making express representations to Farm2Me and Clients that you will abide by all of your obligations and responsibilities as set forth in these Terms & Conditions and Privacy Policy.
Contact Us
We welcome your questions or comments regarding the Terms:
Farm2Me33 Gould Avenue
Dobbs Ferry, NY, 10522
Email Address: hello@farm2.me
Effective as of September 28, 2020