IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH HARVEST FARMS ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
MODIFICATION TO THE AGREEMENT
Harvest Farms reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Harvest Farms Platform (or any part thereof, including but not limited to the content) without notice, at any time. In addition, you hereby acknowledge that the content provided under the Harvest Farms Platform may be changed, extended in terms of content and form, or removed at any time without any notice to you. You agree that Harvest Farms shall not be liable to you or to any third party for any modification, suspension, or discontinuance of this Website or the content included therein. Continued use of the Harvest Farms Platform or services after any such changes shall constitute your consent to such changes.
The Harvest Farms Platform may only be used by individuals who can form legally binding contracts under applicable law including users, comprised of customers, suppliers, associates, contractors, and business partners (collectively, “Users”). The Harvest Farms Platform is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority, and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account.
LIMITED USE LICENSE
Permission is granted to temporarily download one copy of the informational materials on Harvest Farms’ website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
- modify or copy the materials;
- use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
- attempt to decompile or reverse engineer any software contained on Harvest Farms’ website;
- remove any copyright or other proprietary notations from the materials; or
- transfer the materials to another person or “mirror” the materials on any other server.
This license shall automatically terminate if you violate any of these restrictions and may be terminated by Harvest Farms at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
There are certain conducts which are strictly prohibited on Harvest Farms’ Platform. Please read the following restrictions carefully. Failure to comply with the provisions set forth herein may result in the termination of your access to the Website and may also expose you to civil and/or criminal liability. You agree that you will not: (a) impersonate any person or entity; (b) stalk, threaten, or otherwise harass any person, or carry any weapons; (c) violate any law, statute, rule, permit, ordinance or regulation; (d) interfere with or disrupt the services or the Harvest Farms Platform or the servers or networks connected to the Harvest Farms Platform; (e) post Information or interact on the Harvest Farms Platform in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal; (f) use the Harvest Farms Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (g) post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information; (h) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Harvest Farms Platform; (i) mirror any part of the Harvest Farms Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose; (j) modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Harvest Farms Platform or any software used on or for the Harvest Farms Platform; (k) rent, lease, lend, sell, redistribute, license, or sublicense the Harvest Farms Platform or access to any portion of the Harvest Farms Platform; (l) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Harvest Farms Platform or its contents; (m) link directly or indirectly to any other web sites; (n) transfer or sell your User account, password and/or identification to any other party; (o) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or (p) cause any third party to engage in the restricted activities above.
HARVEST FARMS COMMUNICATIONS
By becoming a User, you agree to receive communications from us. Communications from Harvest Farms, and/or its affiliated companies may include but are not limited to: operational communications concerning your User account or use of the Harvest Farms Platform, updates concerning new and existing features on the Harvest Farms Platform, communications concerning promotions run by us or our third- party partners, and news concerning Harvest Farms and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
If you wish to opt out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself. If you wish to opt out of all texts or calls from Harvest Farms you can remove the application from the mobile device receiving the messages, however you acknowledge that opting out of receiving all texts may impact your use of the Harvest Farms Platform.
Harvest Farms, at its sole discretion, may make available promotions with different features to any Users or prospective Users. These promotions, unless made to you, shall have no bearing whatsoever on your agreement or relationship with Harvest Farms. Harvest Farms reserves the right to withhold or deduct credits or benefits obtained through a promotion in the event that Harvest Farms determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement.
INTELLECTUAL PROPERTY RIGHTS GENERALLY
The Harvest Farms Platform, the content and the company’s proprietary assets, and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials and trade secrets, whether or not registered or capable of being registered (excluding the User generated content) (collectively, “Intellectual Property”), are owned by and/or licensed to Harvest Farms and are protected by applicable copyright and other intellectual property laws and international conventions. All rights not expressly granted to you hereunder are reserved by Harvest Farms and its licensors.
The Agreement does not convey to you an interest in or to Harvest Farms’ Intellectual Property but only a limited revocable right of use in accordance with the Agreement. Nothing in the Agreement constitutes a waiver of Harvest Farms’ Intellectual Property under any law.
To the extent you provide any feedback, comments or suggestions to Harvest Farms (“Feedback”), Harvest Farms shall have an-exclusive, royalty-free, fully paid up, worldwide, perpetual, and irrevocable license to incorporate the Feedback into any Harvest Farms current or future products, technologies or services and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential. Furthermore, you warrant that your Feedback is not subject to any license terms that would purport to require Harvest Farms to comply with any additional obligations with respect to any Harvest Farms’ current or future products, technologies or services that incorporate any Feedback.
TRADEMARKS AND TRADE NAMES
Harvest Farms’ marks and logo and all other proprietary identifiers used by Harvest Farms in connection with the Harvest Farms Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof) (“Company Trademarks”), are all trademarks and/or trade names of Harvest Farms, its licensors or other providers of such material and are protected by United States and international trademark, trade secret and other intellectual property or proprietary rights laws whether or not registered. All other trademarks, service marks, trade names, and logos which may appear on Harvest Farms Platform belong to their respective owners (“Third Party Marks”). No right, license, or interest to Company Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to the Company Trademarks or the Third Party Marks and therefore you will avoid using any of those marks.
All content included in or made available through any Harvest Farms Platform, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of Harvest Farms or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any Harvest Farms Platform is the exclusive property of Harvest Farms and protected by U.S. and international copyright laws.
The following disclaimers are made on behalf of Harvest Farms, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective vendors, officers, directors, employees, agents, licensors, suppliers, members, and shareholders (“Harvest Farms Representatives”):
To the fullest extent legally permissible, the Harvest Farms Platform, all content, software, functions, material, the services and the user generated content, and information made available, are provided on an “as is” “with all faults” and “as available” basis, and Harvest Farms including its Harvest Farms Representatives, disclaim, to the fullest extent permitted by law, all warranties of any kind, express, implied or statutory, including but not limited to warranties of title or non-infringement or implied warranties of use, merchantability, or fitness for a particular purpose and those arising from a course of dealing or usage of trade. You may have additional consumer rights under your local laws that this Agreement cannot change.
We do not warrant that your use of the Harvest Farms Platform, your use of the materials on the Harvest Farms Platform, or your use of any websites or materials linked to the Harvest Farms Platform, will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the Harvest Farms Platform will be corrected, or that the Harvest Farms Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to connectivity and availability of the Harvest Farms Platform.
Harvest Farms expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.
We are not responsible for the use of any personal information that you disclose to other Users on the Harvest Farms Platform. Please carefully select the type of information that you post on the Harvest Farms Platform or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).
Opinions, advice, statements, offers, or other information or content concerning Harvest Farms or made available through the Harvest Farms Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Harvest Farms Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Harvest Farms Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.
Location data provided by the Harvest Farms Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Harvest Farms, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Harvest Farms Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Harvest Farms Platform may be accessible to Harvest Farms and certain Users of the Harvest Farms Platform.
Harvest Farms shall not be liable for delays or defaults in furnishing the services or products hereunder including technological, computer hardware or software errors, delays or breakdowns and including any delays or defaults on the part of Harvest Farms that are due to causes beyond the reasonable control of Harvest Farms, including those caused by attacks from unauthorized users who access Harvest Farms’ technological infrastructure.
You agree not to use any technical, financial, strategic, and other proprietary and confidential information relating to Harvest Farms’ business, operations and properties, including User information (“Confidential Information”) disclosed to you by Harvest Farms for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Harvest Farms in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Harvest Farms with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Harvest Farms or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Harvest Farms; becomes known to you, without restriction, from a source other than Harvest Farms without breach of this Agreement by you and otherwise not in violation of Harvest Farms’ rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall provide prompt notice of such court order or requirement to Harvest Farms to enable Harvest Farms to seek a protective order or otherwise prevent or restrict such disclosure.
NON-PERSONAL DATA; HOLD HARMLESS; OUR TRANSMISSIONS
Harvest Farms may enable visitors to the Harvest Farms Platform to post reviews, comments, and other content to the Harvest Farms Platform. Any material, information, or idea you transmit to or post on the Harvest Farms Platform by any means will be treated as non-confidential and non-proprietary and may be disseminated or used by Harvest Farms or its affiliates for any purpose whatsoever, including, but not limited to the development of sales and marketing products. Harvest Farms has no obligation with respect to such material, information or ideas, and you agree to hold Harvest Farms’ Representatives harmless for any use of same by any entity or person.
Harvest Farms does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information that may be displayed or distributed through the Harvest Farms Platform. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. Harvest Farms reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Harvest Farms Platform.
Harvest Farms does not and cannot review, and has no obligation to monitor, all materials posted to the Harvest Farms Platform by Users, and Harvest Farms is not responsible for any such materials posted by Users.
Harvest Farms reserves the right at all times (i) to disclose any information as necessary to satisfy any law, regulation, court order, or government request; or (ii) to edit, refuse to post or to remove any information or materials, in whole or in part, that in Harvest Farms’ sole discretion are objectionable or in violation of this Agreement.
PRIVACY; WAIVER OF INFRINGEMENT AND OTHER CLAIMS
By posting messages, uploading files, inputting data or engaging in any other form of communication (individually or collectively “Communications”) to the Harvest Farms Platform, you hereby grant to Harvest Farms a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit, and otherwise exploit such Communications, in all media now known or hereafter developed.
You acknowledge that transmissions to and from this Harvest Farms Platform are not confidential and your Communications may be read or intercepted by others. You acknowledge that by submitting Communications to Harvest Farms, no confidential, fiduciary, contractually implied, or other relationship is created between you and Harvest Farms other than pursuant to this Agreement.
You hereby waive all rights to any claim against Harvest Farms for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications.
OUR LINKS; LIMIT OF LIABILITY
The Harvest Farms Platform may provide links to other websites or resources. These links are provided by Harvest Farms only as a convenience. The inclusion of any link does not imply any affiliation, association, adoption, or endorsement by Harvest Farms of the site or any of the information or content therein. Because these linked sites and resources are not under the control of Harvest Farms, you acknowledge and agree that Harvest Farms is not responsible or liable for the content, advertising, products, services, or other materials on any linked site or any review, changes, or updates to such sites, or any use thereof. It is the user’s responsibility to take precautions to ensure that whatever linked site and resource is selected is free of such items as viruses, worms, Trojan horses and other items of a destructive nature.
You will defend, indemnify, and hold Harvest Farms and our Harvest Farms Representatives (collectively, the “Indemnified Parties”) harmless from any claims, actions, suits, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Parties relating to or arising out of your use of the Harvest Farms Platform including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party; (3) any allegation that any materials that you submit to us or transmit through the Harvest Farms Platform or to us infringe or otherwise violate the copyright, trademark, trade secret, or other intellectual property or other rights of any third party; and/or (4) any other activities in connection with the Harvest Farms Platform. You shall cooperate as fully as reasonably required in the defense of any claim. Harvest Farms reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Harvest Farms. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
LIMITATION OF LIABILITY
The use of Harvest Farms Platform is solely at your own risk. To the maximum extent legally permissible, in no event shall Harvest Farms and/or Harvest Farms’ Representatives be liable for any damages whatsoever, including, but not limited to, direct, indirect, special, punitive, exemplary, incidental, or consequential damages of any kind, under any legal theory (including, without limitation, contract, negligence, tort, or strict liability) (including without limitation, loss of goodwill, profits or data, and business interruption) arising hereunder, resulting from or arising out of or relating to the Harvest Farms Platform and/or the content, your use or inability to use Harvest Farms Platform and/or the content, the failure of the site to perform as represented or expected, or from the performance or failure of Harvest Farms to perform under these terms, any other act or omission of Harvest Farms by any other cause whatsoever; or based upon breach of warranty, guarantee or condition, breach of contract, negligence, strict liability, tort, or any other legal theory, regardless of whether Harvest Farms has been advised of the possibility of such damages.
In any case, without limiting the generality of the foregoing and to the maximum extent legally permissible, Harvest Farms’ and Harvest Farms’ Representatives’ total aggregate liability for all damages or losses whatsoever arising hereunder or in connection with your use or inability to use the Harvest Farms Platform or the content shall be limited to the service fees actually paid by you, if any, to Harvest Farms or $US1.00, whichever is greater. In as much as some jurisdictions do not allow the exclusions or limitations as set forth herein, the full extent of the above exclusions and limitations may not apply.
DISPUTE RESOLUTION AND ARBITRATION PROCEDURES
Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by mandatory binding arbitration in San Diego, California before a single neutral arbitrator, unless the matter in controversy is within the scope of an applicable small claims court’s jurisdiction. The arbitration shall be administered by JAMS Mediation Arbitration and ADR Services (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the arbitration award may be entered in any court having jurisdiction. This clause shall not preclude Harvest Farms or you from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Note that there is no judge or jury in an arbitration proceeding and the decision of the arbitrator shall be binding upon both parties.
Fees. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. If you believe you cannot afford the JAMS’s fee, you may apply to JAMS for a fee waiver.
Selection of the Arbitrator. The parties, using the JAMS’s standard procedures, will select a single arbitrator from a roster of neutrals prepared by the JAMS.
Arbitration Process. If you are seeking less than $10,000, the arbitrator will decide the dispute based only upon the parties’ written submissions and, if requested by either party, a telephonic hearing. The parties may submit to the arbitrator written statements setting forth their positions no later than 30 days after the arbitrator’s appointment. Each party may also submit a rebuttal or supplemental statement within 10 days after initial statements are due. If a telephonic hearing is requested, it will occur within 45 days after the arbitrator’s appointment.
If you are seeking at least $10,000 but less than $50,000, any initial written statements will be due within 60 days after the arbitrator’s appointment, and any rebuttal or supplemental statements will be due within 15 days after initial statements are due. A telephonic hearing is required and will occur within 90 days after the arbitrator’s appointment.
If you are seeking $50,000 or more, initial written statements are required and must be submitted to the arbitrator within 90 days after his or her appointment. Any rebuttal or supplemental statements will be due within 30 days after initial statements are due. The hearing before the arbitrator must be in-person, unless both sides agree to a telephonic hearing, and will occur at a location to be determined by the arbitrator within 6 months after his or her appointment.
The above rules also apply to claims or counterclaims brought by Harvest Farms.
Communications with the Arbitrator.
Whenever communicating with the arbitrator, the parties must include each other – for example, by including the other party on a telephone conference call and copying the other party on any written submissions, such as letters or emails. To the extent practicable, conferences with the arbitrator will take place by telephone conference call or email. Ex parte communications are not permitted with any arbitrator.
If you have any questions regarding the Harvest Farms Platform, please contact our Customer Support Team at 45000 North Yucca Avenue, Lancaster, CA 93534 or write us at email@example.com.
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