Updated December 14, 2023
Tract Learning, Inc., (doing business as Farmhand) a Delaware corporation (collectively, “Farmhand”, “we,” “our” or “us”) owns and operates (i) the Farmhand website located at https://www.gofarmhand.com (the “Site”); and (ii) the Farmhand online software platform (the “Platform”). Farmhand makes available the Platform, Site and any related resources, materials, information and/or services provided by us in connection with the use of the Platform and/or Site (all of the foregoing, collectively, the “Services”) subject to these Terms of Service (these “Terms”).
The term “Account Holder,” as used in these Terms, means the person registering for a Farmhand account to access the Services (the “Account”).
IMPORTANT — PLEASE READ THESE TERMS CAREFULLY. THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS BETWEEN THE ACCOUNT HOLDER AND FARMHAND GOVERNING THE USE OF THE SERVICES. BY REGISTERING FOR AN ACCOUNT, OR OTHERWISE USING OR ACCESSING THE SERVICES (OR ANY PART THEREOF) IN ANY MANNER YOU: (1) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS (INCLUDING FARMHAND’S PRIVACY NOTICE AVAILABLE AT PRIVACY AND ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW); (2) REPRESENT THAT ACCOUNT HOLDER IS ELIGIBLE TO ENTER INTO THESE TERMS PURSUANT TO THE ELIGIBILITY REQUIREMENTS SET FORTH IN SECTION 1 BELOW; (3) REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW) ON BEHALF OF THE ACCOUNT HOLDER; AND (4) AGREE THAT ACCOUNT HOLDER IS ENTERING INTO THESE TERMS (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW) WITH FARMHAND.
PLEASE NOTE, THESE TERMS ALSO CONTAIN AN AGREEMENT TO ARBITRATE WHICH WILL REQUIRE ACCOUNT HOLDER TO SUBMIT CLAIMS ACCOUNT HOLDER HAS AGAINST US TO BINDING AND FINAL ARBITRATION AND A WAIVER OF ACCOUNT HOLDER’S RIGHT TO PARTICIPATE IN CLASS ACTIONS AS SET FORTH, AND SUBJECT TO, SECTION 17. IN ADDITION, PLEASE BE ADVISED THAT FARMHAND DOES NOT PROVIDE WARRANTIES FOR THE SERVICES AND THESE TERMS LIMIT OUR LIABILITY TO ACCOUNT HOLDER. PLEASE SEE SECTIONS 5.5, 5.7, 10 AND 11 FOR FURTHER INFORMATION.
IF YOU AND/OR ACCOUNT HOLDER DOES NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THESE TERMS, OR YOU DO NOT HAVE AUTHORITY TO BIND ACCOUNT HOLDER TO THESE TERMS, OR THE ACCOUNT HOLDER DOES NOT MEET THE ELIGIBILITY REQUIREMENTS SET FORTH IN SECTION 1 BELOW, DO NOT REGISTER AN ACCOUNT OR OTHERWISE ACCESS OR USE THE SERVICES OR ANY PART THEREOF.
Account Holder must be at least 18 years of age or the age of majority in Account Holder’s jurisdiction to create an Account. Account Holder affirms that Account Holder is at least 18 years old or the applicable age of majority in Account Holder’s jurisdiction, and fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms.
The use of certain services or materials available through or in connection with the Services, shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions or other operating rules, policies and procedures in addition to those in these Terms (“Additional Terms”). All such Additional Terms are hereby incorporated by reference into these Terms. In the event of any conflict with these Terms and the Additional Terms, the Additional Terms shall control solely with respect to the subject matter covered by such Additional Terms.
Farmhand reserves the right to update or modify these Terms at any time. All updates and modifications to these documents will be effective from the day they are posted on the Site at gofarmhand.com (except as stated below). If we make any material changes to these Terms, we will notify Account Holder of these changes by sending a notification to the email address we have on file for Account Holder, or, if we do not have an email address on file, by posting a notice of the changes on the Site and through the user interface of the Platform. It is Account Holder’s responsibility to regularly visit and review these Terms. If Account Holder does not agree to any updates or modifications to these Terms, simply do not use or access the Services and terminate the Account. Account Holder’s or any of its Authorized Users’ continued use of the Services after we have posted the updated Terms, or, in the event of material changes, ten (10) days following the date Farmhand first notifies Account Holder of such material changes either through email or the date we posted the notice of such changes on the Site and/or Platform (as applicable), shall be deemed Account Holder’s acknowledgment and agreement to be bound by the revised Terms.
In order to access and use the Services, Account Holder must create and register an Account. In registering an Account, Account Holder agrees to provide and maintain information that is true, accurate, current, up to date, and complete. Account Holder agrees that Account Holder will not (i) create an Account using a false identity or information, and/or (ii) create an Account or use the Services if Account Holder has been previously removed or banned by us from use of the Services, or any part thereof. Account Holder understands and agrees that Account Holder is solely responsible for maintaining the confidentiality of and protecting Account Holder’s password to the Account and for the log-in credentials generated by Account Holder for its Authorized Users. Account Holder is solely responsible for any activity originating from the Account, regardless of whether such activity is authorized by Account Holder. Account Holder agrees to notify us immediately of any unauthorized use of the Account. Farmhand will not be liable for any loss or damage arising from Account Holder’s failure to provide us with accurate information or to keep the Account secure.
Each additional Administrator designated by Account Holder must be, and Account Holder represents and warrants that each such Administrator is, at least 18 years of age or the age of majority in the applicable Administrator’s jurisdiction. Depending on the permissions and access rights Account Holder has set for each Administrator (“Permissions”), Administrators may have the ability to manage the Subscription Plan (including, without limitation any upgrades or downgrades) and/or subscribe to additional products and/or features for the Account. Account Holder acknowledges and agrees that Account Holder is solely responsible and liable for designating additional Administrators and the Permissions granted to Administrators.
Account Holder agrees that it shall not permit any person other than Authorized Users to access and use the Services, and shall ensure that Authorized Users use the Services solely in accordance with these Terms. Account Holder acknowledges and agrees that Account Holder is solely responsible for the use of the Services by Authorized Users, and any breach of these Terms by any Authorized User will be deemed a breach by Account Holder.
Account Holder acknowledges and agrees that, as between the parties, with respect to the collection, transmission, disclosure, processing and/or use of any personally identifiable data and/or information of Account Holder and/or its Authorized Users through or in connection with the use of the Services (“Personal Data”), that is subject to any applicable laws, rules, or regulations pertaining to data privacy or data security (“Data Protection Laws”), Account Holder is the data controller and Farmhand is merely a data processor and/or service provider as such terms are defined pursuant to Data Protection Laws. Personal Data provided to, or collected by, Farmhand in connection with Account Holder’s and/or its Authorized Users’ use of the Services shall only be used in accordance with these Terms and Farmhand’s Privacy Notice.
Account Holder understands and agrees that Farmhand may collect data and information, which may include Personal Data in connection with Account Holder’s and/or its Authorized User’s use of the Services (“User Data”). By using the Services and providing User Data Account Holder grants to Farmhand a non-exclusive, royalty-free, fully-paid, worldwide license to use User Data as reasonably necessary for Farmhand to provide Account Holder the Services hereunder. Notwithstanding the foregoing, Account Holder acknowledges and agrees that Farmhand may use and fully exploit any aggregated non-personally identifiable data and/or information collected or obtained from Account Holder’s and/or its Authorized Users’ use of the Services for any purpose.
The Services may embed and/or integrate third party applications which are not controlled or owned by Farmhand, for example, the Route Planner embedded in the Services (collectively, “Third Party Integrations”). Account Holder acknowledges and agrees that Third Party Integrations are operated by the applicable third party providers of such Third Party Integrations, who may collect, access, and use personal information and/or data of Account Holder and/or its Authorized Users in connection with the use of such Third Party Integrations in a manner differently than we do and we do not control their use of your information. FARMHAND IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS AS TO, SUCH THIRD PARTY INTEGRATIONS, THEIR CONTENT OR THE MANNER IN WHICH THEY HANDLE ACCOUNT HOLDER’S DATA. FARMHAND IS NOT LIABLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH ACCOUNT HOLDER’S RELIANCE ON THE PRIVACY PRACTICES OR OTHER POLICIES OF SUCH THIRD PARTY INTEGRATIONS. Account Holder is responsible for reviewing the privacy notices of such Third Party Integrations. A current list of Farmhand’s Third Party Integrations is available here.
Farmhand will provide access to the Services in accordance with the subscription plan purchased by Account Holder from Farmhand (the “Subscription Plan”). Each Subscription Plan will begin on the date Account Holder purchased the Subscription Plan, or, if Account Holder has obtained the Services on a trial basis, on the first day following the end of the and continue for the applicable subscription period (e.g., monthly or annually) selected by Account Holder for such Subscription Plan (the “Subscription Term”). Each Subscription Term will automatically renew for successive periods equal to the initial Subscription Term, unless Account Holder provides us with written notice of non-renewal prior to the expiration of Account Holder’s then-current Subscription Term by email at hello@gofarmhand.com, subject line: “Notice on Non-Renewal” or by terminating the Account in accordance with Section 7.2.
Subject to Account Holder’s compliance with these Terms, Farmhand hereby grants Account Holder a personal, non-exclusive, non-transferable, non-sublicensable, revocable limited right, during the Subscription Term(as applicable), to: access and use, and permit Authorized Users to access and use, the Platform, over the internet, on a commercial basis, and otherwise in accordance with these Terms.
Account Holder shall not, and shall not permit any third party (including, without limitation, any Authorized User) to:
Account Holder acknowledges and agrees that Account Holder’s and its Authorized Users’ interactions and dealings with other users of the Services, are solely between Account Holder and its Authorized Users. FARMHAND IS NOT RESPONSIBLE FOR ANY LOSS, HARM OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH INTERACTIONS OR DEALINGS, AND FARMHAND HAS NO OBLIGATION TO BECOME INVOLVED IN ANY RESULTING DISPUTE.
Farmhand cannot guarantee the identity of any users with whom Account Holder and/or its Authorized Users interact with through the Services. Farmhand also cannot guarantee which users gain access to the Services. Account Holder is solely responsible for determining the suitability of others whom Account Holder and/or its Authorized Users contact or interact with via the Services.
IF THERE IS A DISPUTE BETWEEN ACCOUNT HOLDER THROUGH THE SERVICES OR ANY THIRD PARTY, ACCOUNT HOLDER AGREES THAT FARMHAND IS UNDER NO OBLIGATION TO BECOME INVOLVED. ACCOUNT HOLDER RELEASES FARMHAND, ITS OFFICERS, EMPLOYEES, AGENTS, AND SUCCESSORS FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND/OR THE SERVICES. IF ACCOUNT HOLDER IS A CALIFORNIA RESIDENT, ACCOUNT HOLDER SHALL AND HEREBY DOES WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Account Holder shall pay the applicable fees, if any, for the Subscription Plan purchased by Account Holder. Except as otherwise set forth in these Terms, the fees payable by Account Holder for the Subscription Plan will remain fixed during the Subscription Term(i) upgrades the Subscription Plan, and/or (ii) subscribes to additional features or products. In the event a price change applies, Account Holder will be charged at the start of the next billing cycle for such additional fees. For the avoidance of doubt, Account Holder acknowledges and agrees that any downgrade to the Subscription Plan shall not take effect until the next renewal date of the applicable Subscription Term, regardless of Account Holder’s billing cycle for such Subscription Plan (i.e. for monthly Subscription Plans, prior to the start of the next month, and for annual Subscription Plans, prior to the start of the next year). Subscriptions Plans shall renew at Farmhand ’s then-current pricing for such Subscription Plan.
All fees are due and payable in advance, unless otherwise expressly and mutually agreed to by Farmhand in writing. Account Holder expressly agrees that Farmhand is permitted to bill Account Holder for the applicable fees, any applicable tax and any other charges Account Holder may incur with Farmhand in connection with such Subscription Plan, and Account Holder hereby authorizes Farmhand to charge the fees to the credit card, or other payment method, Account Holder provides at the time the Subscription Plan is purchased, in accordance with the billing terms in effect at the time a fee or charge is due and payable. If payment is not received or cannot be charged to Account Holder for any reason in advance, Farmhand reserves the right to suspend or terminate Account Holder’s and its Authorized Users’ access to the Services, downgrade the Subscription Plan and/or terminate these Terms. ALL FEES ARE NON-REFUNDABLE AND NON-CANCELLABLE.
The fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”), and Account Holder is and shall be responsible for payment of all such taxes (other than taxes based on Farmhand’s income), and any related penalties and interest, arising from the payment of the fees, the delivery of the Services, or performance of any services by Farmhand hereunder.
These Terms will remain in full force and effect as long as Account Holder continues to access or use the Services (or any part thereof), or until terminated in accordance with the provisions of these Terms.
Account Holder may terminate these Terms at any time by providing Farmhand written notice of such termination to hello@gofarmhand.com subject line: “Notice of Termination” or by terminating the Account through the interface of the Platform. At any time, Farmhand may (i) suspend or terminate Account Holder’s rights to access or use the Services (or any part thereof), or (ii) terminate these Terms with respect to Account Holder if Farmhand, in good faith, believes that Account Holder and/or any Authorized User has used the Services (or any part thereof) in violation of these Terms, including any incorporated policies, guidelines, terms or rules. Without limiting the foregoing, if at Farmhand’s reasonable determination, Account Holder and/or any Authorized User uses the Services (or any part thereof) or any other material or services provided by Farmhand to Account Holder in a manner that violates laws, creates an excessive burden or potential adverse impact on Farmhand’s systems, in addition to any of its other rights or remedies, Farmhand may, without liability to Farmhand, immediately suspend or terminate Account Holder’s access to the Services.
Farmhand reserves the rights to either temporarily or permanently modify, suspend or discontinue the Services (or any part thereof) with or without notice. Account Holder agrees that Farmhand will not be liable to Account Holder or to any third party for any modification, suspension or discontinuance of the Services (or any part thereof).
Upon termination of these Terms, the Account and Account Holder’s and its Authorized Users’ right to use the Services will automatically terminate. The following Sections shall survive any termination or expiration of these Terms: 1, 2, 3, 4, 5.4, 5.5, 5.6, 5.7, 6, 7.4, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18.
Farmhand or its licensors retain all right, title and interest in and to the Services, documentation and information made available by Farmhand in connection therewith, including any and all copies thereof and improvement, updates, and/or or enhancements thereto, (all of the foregoing, “Farmhand IP”), and all patent, copyright, trademark, and trade secret rights, embodied in, or otherwise applicable to the Farmhand IP, whether such rights are registered or unregistered, and wherever in the world those rights may exist. Farmhand and its licensors and suppliers reserve all rights and licenses not expressly granted to Account Holder and no implied licenses or rights are granted by Farmhand. Account Holder acknowledges that any ideas, inventions, suggestions for improvement or discussions submitted by Account Holder and/or its Authorized Users regarding any aspect of the Services, including, without limitation, the functioning, features, and other characteristics thereof (or any component thereof) (collectively, “Feedback”), may be used by Farmhand without compensation or attribution to Account Holder or any Authorized User, and Account Holder hereby grants to Farmhand, its subsidiaries, affiliates and partners a worldwide, irrevocable, royalty free, non-exclusive, sublicensable and transferable license to use and exploit such Feedback for any purpose.
Account Holder agrees to indemnify, defend and hold harmless Farmhand, its officers, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors from any and all claims, demands, damages, liabilities, losses, costs and expenses (including attorneys’ reasonable fees) arising from or related to: (i) Account Holder’s or its Authorized Users’ violation of these Terms, including but not limited to a claim arising out of a breach of Account Holder’s representations or warranties hereunder; (ii) Account Holder’s and/or its Authorized Users’ use of the Services (or any part thereof) (or any use or access by a third party using the Account); (iii) Account Holder’s and/or its Authorized Users’ violation of any third party right, including without limitation, any copyright, property, moral or privacy right; (iv) the failure of the Account Holder to comply with any applicable laws and regulations (v) any user disputes.
THE SERVICES AND ANY OTHER MATERIALS OR SERVICES PROVIDED BY FARMHAND, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. FARMHAND AND ITS LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, OR NON-INFRINGEMENT.
FARMHAND AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR MAKE ANY GUARANTEE THAT SERVICES (OR ANY PART THEREOF) OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY FARMHAND OR CONTENT MADE AVAILABLE THROUGH THE SERVICES: (I) WILL MEET ACCOUNT HOLDER’S REQUIREMENTS; (II) WILL BE COMPATIBLE WITH ACCOUNT HOLDER’S HOME NETWORK, OR COMPUTER DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ACCOUNT HOLDER FROM FARMHAND OR ANY THIRD PARTY, SHALL CREATE ANY WARRANTY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL: (I) FARMHAND BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL OR OTHER DAMAGES RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES (OR ANY PART THEREOF), AND/OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY FARMHAND, EVEN IF FARMHAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) FARMHAND’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES (OR ANY PART THEREOF), AND/OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY FARMHAND EXCEED THE GREATER OF (A) THE FEES PAID BY ACCOUNT HOLDER TO FARMHAND FOR THE SERVICES IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100.00). FARMHAND DISCLAIMS ALL LIABILITY OF ANY KIND OF FARMHAND’S LICENSORS AND SUPPLIERS.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages with respect to consumers (i.e., a person acquiring goods otherwise than in the course of a business), so the exclusions set forth these Terms may not apply to Account Holder if Account Holder is a consumer. The limitations or exclusions of warranties and liability contained in these Terms do not affect or prejudice the statutory rights of a consumer. The limitations or exclusions of warranties and remedies contained in these Terms shall apply to Account Holder as a consumer only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where Account Holder is located.
The warranty disclaimers and limitations of liability set forth in these Terms are fundamental elements of the basis of the agreement between Farmhand and Account Holder. Farmhand would not be able to provide the Services on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Farmhand’s suppliers.
Notwithstanding anything in these Terms to the contrary, Farmhand will have no responsibility or liability of any kind under these Terms or otherwise, arising or resulting from: (i) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by Farmhand; (ii) nonconformities resulting from Account Holder’s or its Authorized Users’, or any third party’s misuse, abuse, negligence, or improper or unauthorized use of all or any part of Services, or other services provided hereunder by Farmhand; (iii) modification, amendment, revision, or change to the Services, or any part thereof, by any person other than Farmhand; or (iv) any other factor outside of Farmhand’s reasonable control.
By using the Services, Account Holder consents to receiving electronic communications from Farmhand, including, without limitation, notices posted on the Site, via email, SMS, and/or through the user interface of the Platform. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to Account Holder’s use of the Services. These electronic communications are part of Account Holder’s relationship with Farmhand and Account Holder receives them as part of Account Holder’s use of the Services. Account Holder agrees that any notices, agreements, disclosures or other communications that we send to Account Holder electronically will satisfy any legal communication requirements, including that such communications be in writing.
Information describing the Services is accessible worldwide but this does not mean the Services, or certain portions thereof, are available in Account Holder’s country. Farmhand may restrict access to the Services, or portions thereof, in certain countries in its sole discretion. It is Account Holder’s responsibility to make sure Account Holder’s use of the Services is legal in Account Holder’s country of residence. The Services may not be available or accessible in all languages.
These Terms will be governed by the laws of the State of California, United States of America without giving effect to any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from these Terms, including, without limitation, application to the Platform or any software and services provided hereunder. Furthermore, these Terms (including without limitation, the Platform and any software and services provided hereunder) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.
Except as otherwise set forth in these Terms, Account Holder agrees that any dispute between Account Holder and Farmhand arising out of or relating to these Terms the Services (or any part thereof) (collectively, “Disputes”) shall be governed by the provisions set forth in this Section.
Before resorting to formal dispute resolution in accordance with this Section, Account Holder agrees to first contact us directly at hello@gofarmhand.com to seek an informal resolution to any Dispute. In the event a Dispute is not resolved within thirty (30) days after submission, Account Holder or Farmhand may institute arbitration in accordance with the procedures set forth in this Section.
Any and all Disputes that cannot be resolved through informal resolution in accordance with Section 17.3 above shall be resolved exclusively through final, binding and confidential arbitration and shall take place in San Francisco, California unless otherwise mutually agreed to by the parties. The arbitration shall be conducted under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (AAA) as such rules are then prevailing, provided that the arbitrator and the parties shall comply with the following: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction.
ACCOUNT HOLDER MAY OPT-OUT OF THE AGREEMENT TO ARBITRATE BY PROVIDING FARMHAND WRITTEN NOTICE WITHIN THIRTY (30) DAYS OF FIRST ACCEPTING THESE TERMS. ACCOUNT HOLDER’S NOTICE MUST INCLUDE: (I) ACCOUNT HOLDER’S FULL NAME (FIRST AND LAST); (II) THE EMAIL ADDRESS ACCOUNT HOLDER USED TO REGISTER THE ACCOUNT; AND (III) A CLEAR STATEMENT THAT ACCOUNT HOLDER DECLINES THIS AGREEMENT TO ARBITRATE.
Notwithstanding anything in these Terms to the contrary to the extent Account Holder has in any manner violated or threatened to violate any of Farmhand’s intellectual property rights, Farmhand may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of California, United States of America, without first engaging in arbitration or the informal dispute process set forth in this Section, and Account Holder hereby consents to the personal jurisdiction and exclusive venue in such courts.
ACCOUNT HOLDER MAY ONLY RESOLVE DISPUTES WITH FARMHAND ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS AREN’T ALLOWED UNDER THESE TERMS.
In the event that the agreement to arbitrate is found not to apply Account Holder’s or our claim, Account Holder and Farmhand agree that any judicial proceeding will be brought in the federal or state courts of San Francisco, California. Both Account Holder and Farmhand consent to venue and personal jurisdiction there.
Notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to Account Holder’s use of the Services must be filed within one (1) year after such claim or cause of action arose, otherwise that claim or cause of action will be barred forever.
Neither the rights nor the obligations arising under these Terms are assignable by Account Holder, and any such attempted assignment or transfer shall be void and without effect. Any waiver of any provision of these Terms must be in writing and executed by both parties. The failure of either party to exercise any right provided for by these Terms shall not be deemed a waiver of that right. Except as otherwise specified in these Terms, these Terms may be amended or supplemented only by a writing that refers explicitly to these Terms and that is signed on behalf of both parties. If any term or provision of these Terms is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from these Terms and shall not affect the legality, enforceability or validity of the remainder of the provisions set forth in these Terms. The parties acknowledge and agree that they are dealing with each other as independent contractors and nothing in these Terms and its performance shall be construed as creating a joint venture or agency between Farmhand and Account Holder. These Terms are not intended to grant rights to anyone except Account Holder and Farmhand, and in no event shall these Terms create any third party beneficiary rights. Farmhand may delegate the performance of any services hereunder to its affiliates and contractors. These Terms, the Privacy Notice, and any Additional Terms and any other policies or terms and conditions referenced herein, constitute the entire agreement between the parties regarding the subject matter, and supersedes all prior oral or written agreements or communications with regard to the subject matter described. Any notice to Account Holder may be provided by email. The headings of Sections of these Terms are for convenience and are not to be used in interpreting these Terms. As used in these Terms, the word “including” means “including but not limited to.” Account Holder agrees that these Terms will not be construed against Farmhand by virtue of having drafted them. The official text of these Terms (and any notice submitted hereunder) will be in English. The parties acknowledge that they require that these Terms be drawn up in the English language only. In the event of any dispute concerning the construction or meaning of these Terms, reference will be made only to these Terms as written in English and not to any translation into another language. Any delay in performance of any duties or obligations of either party will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, telecommunications or Internet failure, or any other event beyond the reasonable control of such party.
Please feel free to contact us at hello@gofarmhand.com if you have any questions about these Terms.
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