TERMS AND CONDITIONS OF USE

1. User's Acknowledgment and Acceptance of Terms

Sunfarmplicity LLC (referred to as "us" or "we") provides the farmplicity.com site and various related services (together referred to as this "site") subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the "Terms of Use"), as well as any other written agreement between us (or your company). In addition, when using particular services or materials on this site, users shall be subject to any posted guidelines or rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.
BY COMPLETING THE REGISTRATION PROCESS AND/OR USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

These Terms of Use are effective as of April 1, 2013. We reserve the right to change these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this site and these Terms of Use periodically and to be aware of any modifications. Your continued use of this site after such modifications will constitute your acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

As used in these Terms of Use, references to our "Affiliates" include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this site and/or its contents.

2. Description of Services

We make various services available on this site including, but not limited to, an online marketplace for farmers and restaurants. Fees for the various services are set out in the membership and service fees described elsewhere in this site. You are solely responsible for providing, at your own expense, all equipment necessary to use the services, including a computer and modem; and your own Internet access (including payment of telephone service fees associated with such access).
We do not participate directly or indirectly as an agent for either purchaser or seller, including in any financial aspects of any transaction. We are not responsible for any changes in cost or descriptions of an item between a seller and a purchaser. Any changes to payments and terms not mentioned in an auction or item advertisement must be agreed upon between purchaser and seller, memorialized in writing or email, and be available to us for review. Unless otherwise stated, all fees and bid prices are quoted in U.S. Dollars.
We reserve the sole right to either modify or discontinue the site, including any features therein, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right. Modifications may include, but are not limited to, changes in the pricing structure, the addition of fee-based services, or changes to limitations on allowable file sizes. Any new features that augment or enhance the then-current services on this site shall also be subject to these Terms of Use.
You understand and agree that temporary interruptions of the services available through this site may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of this site, and therefore, delays and disruption of other network transmissions are completely beyond our control.
You understand and agree that the services available on this site are provided "AS IS" and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

3. Registration Data and Privacy

In order to access some of the services on this site, you will require a separate account and password that can be obtained by completing our online registration form, which requests certain information and data ("Registration Data") and maintaining and updating your Registration Data as required. By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.

You also grant us the right to disclose to third parties certain Registration Data about you. The information we obtain through your use of this site, including your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms of Use.

4. Payment of Fees

To subscribe to the Site, you must designate an eligible deposit or other asset account accessible by a credit card or debit card ("Credit Card") at a bank or other eligible financial institution (your "Financial Institution") from which payments will be made using the Site. You agree that, by scheduling automatic payments or a single payment, you authorize Farmplicity to initiate debit entries to your Credit Card in such amount(s), plus any applicable taxes we are required to collect, and to initiate any debit or credit entries to your Credit Card necessary to correct any error in a payment. You also must authorize your Financial Institution to debit or credit your Credit Card in the amount of such payments or corrections. Recurring charges are billed in advance of service. You agree to provide us with accurate and complete billing information, including valid credit card information, your name, address and telephone number, and to provide us with any changes in such information within 7 days of the change. You represent that you have all necessary right, power, and authority to authorize each such payment, and that you will take such steps as your Financial Institution requires to make or validate such authorization. This authorization shall remain in full force and effect until Farmplicity has received notice from you of your termination of such authorization in such time and in such manner as to afford Farmplicity and your Financial Institution reasonable opportunity to act on it.
The amount of funds you may use is limited by the amount of available funds you have on your Credit Card, including any available overdraft protection you may have with your Financial Institution. You agree to maintain sufficient funds on your Credit Card to satisfy your bill payments and that Farmplicity will have no obligation to complete a transaction if sufficient funds are not available. Your access to your Credit Card also may be limited by your agreement(s) with your Financial Institution governing the Credit Card and by applicable law and regulations. Farmplicity retains the right, in its sole discretion, to place a hold on any payment for a completed Chore transaction. You agree that until your subscription to the service is terminated, you will continue to accrue charges for which you remain responsible, even if you do not use the service.

In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.
All payments to any third party from Farmplicity (or any of its users) will be made utilizing the Automated Clearing House (ACH) Network in accordance with the terms of the NACHA Operating Rules. Payments made by a third party to Farmplicity will be made by Credit Card. Each registered user agrees to provide Farmplicity the necessary information, and authorization, to begin processing payments upon registration through the Site. The payment system provided through the Site is provided to users of the Site to allow users to make and receive electronic payments through the web and/or access account information. Farmplicity may access, utilize and transmit information about your Farmplicity account directly to your email account or via mail. This email may include a digital copy of your account record. In the Farmplicity's sole and absolute discretion, Farmplicity may, without notice, restrict or terminate any person's use of the Site and any related service, user accounts, user names or passwords. Farmplicity agrees to make every reasonable effort to ensure full performance of the payment service and to resolve disputes that may arise in a timely manner. However, Farmplicity cannot assume responsibility for malfunctions in public communications facilities not under its control that may affect the accuracy or timeliness of email messages you receive.

Any information sent by Farmplicity to you via email is believed to be reliable. However, this information can only be provided on a best-efforts basis for your convenience and is not guaranteed. Farmplicity will not be liable for any deficiencies in the accuracy, completeness, availability or timeliness of such information or for any decision made using this information.

The Site has security measures in place to protect against the loss, misuse, or alteration of the information you provide including your credit card information. To the best of our knowledge, the Site conforms to industry standard security which is among the best software available for securing commerce transactions. Personal information (including financial information) is collected and stored by Farmplicity (and its authorized representatives) in connection with its Privacy Policy.
Farmplicity is under no obligation to inform you if it does not complete a payment or transfer because there are non-sufficient funds or credit in your account to process the transaction. In this case, you are responsible for making alternate arrangements or rescheduling the payment or transfer within the Site. If we fail or delay in making a payment or transfer pursuant to your instructions, or if we make a payment or transfer in an erroneous amount that is less than the amount per your instructions, unless otherwise required by law, our liability shall be limited to interest on the amount that we failed to timely pay or transfer, calculated from the date on which the payment or transfer was to be made until the date it was actually made or you canceled the instructions. We may pay such interest either to you or the intended recipient of the payment or transfer, but in no event will we be liable to both parties, and our payment to either party will fully discharge any obligation to the other. If we make a payment or transfer in an erroneous amount that exceeds the amount per your instructions, or if we permit an unauthorized payment or transfer after we have had a reasonable time to act on a notice from you of possible unauthorized use as described above, unless otherwise required by law, our liability will be limited to a refund of the amount erroneously paid or transferred, plus interest thereon from the date of the payment or transfer to the date of the refund, but in no event to exceed 60 days' interest. If we become liable to you for interest compensation under this Agreement or applicable law, such interest shall be calculated based on the average federal funds rate at the Federal Reserve Bank in the district where Farmplicity is headquartered for each day interest is due, computed on the basis of a 360-day year. Unless otherwise required by law, in no event will Farmplicity be liable to you for special, indirect or consequential damages including, without limitation, lost profits or attorney's fees, even if we are advised in advance of the possibility of such damages.
You agree that you will not intentionally provide false information when accessing or using Site. You also agree that you will not falsify, forge, or otherwise tamper with any information in the emails you receive as part of the Farmplicity service.

We may charge a fee for reinstatement of suspended or terminated accounts.

5. Conduct on Site

Your use of the site is subject to all applicable laws and regulations, including Netiquette, and you are solely responsible for the contents of your communications through the site. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through this site, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content — including text, communications, software, images, sounds, data, or other information — that:

1. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;

2. Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

3. Transmitting information that violates any applicable federal, state, or local laws, rules or regulations, including any governmental agency guidelines, policies or procedures, including those promulgated by the Securities Exchange Commission or the Financial Institution Regulatory Agency, or that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

4. That would constitute fraud;

5. Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

6. Constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

7. Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or

8. Impersonates any person or entity, including any of our employees or representatives.

. We neither endorse nor assume any liability for the contents of any material uploaded or submitted by third party users of the site. We generally do not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, newsgroups, software libraries, or other interactive services that may be available on or through this site. However, we and our agents have the right at their sole discretion to remove any content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for our site, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content. See "Use of Your Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on this site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.
In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the site may be available to you or other authorized users of the site. You shall not interfere with anyone else's use and enjoyment of the site or other similar services. Users who violate systems or network security may incur criminal or civil liability.
You agree that we may at any time, and at our sole discretion, terminate your membership without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

6. Shipping.  You agree that you are responsible for shipping/delivery charges for materials that you purchase or sell through this site, unless otherwise stated in the listing.  

7. Intellectual Property Information

Copyright © 2013 Sunfarmplicity LLC All Rights Reserved.

For purposes of these Terms of Use, "content" is defined as any information, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on our site. This includes, but is in no way limited to, message boards, chat, and other original content.

By accepting these Terms of Use, you acknowledge and agree that all content presented to you on this site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Sunfarmplicity LLC and/or its Affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this site in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this site. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this site will not infringe the rights of third parties. See "Use of Your Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on this site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Sunfarmplicity LLC or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Farmplicity or its Affiliates.

8. User's Materials

Subject to our Privacy Policy, any communication or material that you transmit to this site or to us, whether by electronic mail or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights in such communications or material, you grant us and our designated licensees a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.

We respect the intellectual property of others, and we ask you to do the same. If you or any user of this site believes its copyright, trademark or other property rights have been infringed by a posting on this site, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

 

Copyright Complaints; DMCA Compliance.

Farmplicity respects the copyright of others, and we prohibit users of our Websites and Services from submitting, uploading, sharing or otherwise transmitting any materials that violate another person's or party's copyright.

 

Farmplicity complies with the provisions of the Digital Millennium Copyright Act ("DMCA"), including 17 U.S.C. ¤ 512, and as required by the DMCA, a Designated Agent has been established with proper documentation sent to the US Copyright Office. 

 

Farmplicity does not permit copyright infringing activities through its services and will, if properly notified that content infringes in compliance with the terms of the DMCA, remove or disable access to such content. Farmplicity reserves the right to remove or disable access to content without prior notice. In appropriate circumstances, Farmplicity will also terminate users whom it determines to be repeat infringers.

 

Also, before proceeding please understand that should you knowingly materially misrepresent that a product or activity is infringing your copyrights, you may be held liable for damages.

 

For more information on the Designated DMCA agent and copyright infringement notification process, please refer to our DMCA Notice and Takedown Procedure (see below).

 

If material that you have posted to a site controlled or operated by Farmplicity has been removed, please refer to our Counter-Notice Procedure (see section 3).

 

DMCA Notice and Takedown Procedure

 

Farmplicity abides by the DMCA by responding to notices of alleged infringement that comply with the DMCA and other applicable laws. As part of our response, we will remove or disable access to material residing on a site that is controlled or operated by Farmplicity that is claimed to be infringing and for which we have received an infringement claim that complies with the terms of the DMCA, in which case we will make a good-faith attempt to contact the person's or party's who submitted the affected material so that they may make a counter notification, also in accordance with the DMCA.

 

Farmplicity does not control content hosted on third-party websites, and cannot remove content from sites that it does not own or control. If you are the copyright owner of content hosted on a third party site, and you have not authorized the use of your content, you will need to contact the administrator of that website directly to have the content removed.

 

Before serving either a Notice of Infringing Material or Counter-Notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with Farmplicity's rights and obligations under the DMCA and, in particular, section 512(c), and do not constitute legal advice.

 

Notice of Infringing Material

 

To file a notice of infringing material on a site owned or controlled by Farmplicity, please follow the instructions below.

 

You may provide a notification via email, fax, or mail, and it must contain the following details:

 

1.   Reasonably sufficient details to enable us to identify the work claimed to be infringed or, if multiple works are claimed to be infringed, a representative list of such works (e.g., title, author, any registration or tracking number, URL);

2.   Reasonably sufficient detail to enable us to identify and locate the material that is claimed to be infringing (e.g., a link to the page that contains the material);

3.   Your contact information (e.g., your name, company name, address, telephone number, and email address);

4.   A statement that you have a good faith belief that the use of the material identified in (2) is not authorized by the copyright owner, its agent, or the law;

5.   A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed.

6.   Your physical or electronic signature.

 

Then send this notice to the following:

 

By Mail:

DMCA Agent:

Lauren Ortwein

Sunfarmplicity LLC

9337 Brenda Ave

Saint Louis, MO 63123

Attn: : DMCA  Agent, Farmplicity

By Email: lauren@farmplicity.com

 

Counter-Notification Procedure

 

If material that you have posted to a site controlled or operated by Farmplicity has been removed, you may file a counter-notification that contains the following details:

 

1.   Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;

2.   A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;

3.   Your name, company name, address and telephone number;

4.   A statement that you consent to the jurisdiction of the Federal District Court for judicial district in which your address is located or, if your address is outside of the USA, for any judicial district in which Creative Commons may be found and that you will accept service of process from the person who submitted a notice in compliance with the section (c)(1)(C) of the DMCA, as generally described above;

5.   Your physical or electronic signature.

 

If we receive a proper counter notification, we may reinstate the material in question.

 

Then send this notice to:

 

By Mail:

DMCA Agent:

Lauren Ortwein

Sunfarmplicity LLC

9337 Brenda Ave

Saint Louis, MO 63123

Attn: : DMCA  Agent, Farmplicity

By Email: lauren@farmplicity.com

 

 

You may be able to find examples of counter-notifications at live.chillingeffects.org/dmca/counter512.pdf.

 

Once we receive your counter notification, we will forward it to the party who submitted the original claim of infringement. Please understand that your personal information will be included.

 

You consent to having your information forwarded in this way by submitting a counter notification.

 

After we send out the counter notification, the original claimant must notify us within 10 days that they have filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on Farmplicity.  If we receive such notification we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.

 

PLEASE NOTE: THE INFORMATION WE PRESENT HERE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT LEGAL ADVICE

9. Disclaimer of Warranties

ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE CURRENT, COMPLETE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.  

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandize and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Before purchasing products and services on or through this site, review our Sales Terms and Conditions, which are incorporated by reference into these Terms of Use.

Content available through this site often represents the opinions and judgments of an information provider, site user, or other person or entity not connected with Sunfarmplicity LLC. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Sunfarmplicity LLC spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of this site for further information, which policies are incorporated by reference into these Terms of Use.

In addition, the materials on this site may include sample or form agreements, letters or other documents, including financially or legally significant documents such as contracts and other items ("Forms"). These Forms are provided solely as examples of typical documents of their kind, and the delivery and use of Forms does not constitute legal, accounting or other professional advice. Under no circumstances will Sunfarmplicity LLC or its Affiliates be liable for any loss or damages caused by your reliance on information or advice obtained through this site, including your use of any of the Forms. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinions, advice, Forms or other content available on or through this site. In particular, you are urged to consult an appropriate professional licensed in your jurisdiction before using any Forms or otherwise relying on any legal, accounting, or other professional advice or information obtained on or through this site.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms of Use and your use of this site shall be limited to the amount you paid us for the services on the site during the 12 month period before the act giving rise to the liability.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT FARMPLICITY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FARMPLICITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iv) ANY OTHER MATTER RELATING TO THE SITE. IN NO EVENT SHALL FARMPLICITY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Release; Indemnification

You agree to release Farmplicity, its parents and affiliates together with their respective employees, agents, officers, directors and shareholders, from any and all liability and obligations whatsoever in connection with or arising from your use of the Site.  If at any time you are not happy with the Site or object to any material within the Site, your sole remedy is to cease using them.

Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorney's fees, that arise from your use or misuse of this site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

12. Participation in Promotions

From time to time, this site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this site. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.

13. Third Party Sites and Information

This site may link you to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by us, or any warranty of any kind, either express or implied.

14. Use of Site and Storage of Material

You acknowledge that we may establish general practices and limits concerning use of the services available on our site, including without limitation the maximum number of days that uploaded content will be retained on the site, the maximum disk space that will be allotted or our servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the services in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through this site. You acknowledge that we reserve the right to log off accounts which have not paid a subscription fee that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

We provide storage space and access for material through our site. For purposes of these Terms of Use, "material" refers to all forms of communication that we may allow, including narrative descriptions, graphics (including photographs, illustrations, images, drawings, logos), executable programs, video recordings, and audio recordings. You may not use this site to publish material that we determine, at our sole discretion, to be unlawful, indecent, or objectionable, or which violates the restrictions described in "Your Conduct on the Site" above. We will not routinely monitor the contents of your online portfolio. You are solely responsible for any information contained in your online portfolios. However, if complaints are received regarding language, content, or graphics contained in your online portfolio, we may, at our sole discretion, remove the images hosted on our servers and terminate your Web hosting service. We may also suspend the account, restrict access to it, or remove content from it if necessary or appropriate.

The accounts of our users operate on shared resources. Excessive use or abuse of these shared network resources by one user may have a negative impact on all other users. Misuse of network resources in a manner that impairs network performance, including excessive consumption of CPU time, memory, disk space, and session time, is prohibited and may result in termination of your account or limitation of your activities.

This site is not designed or intended to be used as a disaster recovery facility or as an emergency data storage facility. Although we take reasonable precautions to preserve and protect the material you upload to the site, you should not rely on the site as your only storage facility. You should preserve backup copies of any digital data, information or other materials that you have uploaded. You agree not to hold us for any damage to, any deletion of or any failure to store your files, data or Registration Data.

15. Security and Password

You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account, including any mail sent and any charges incurred. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing thereof.

16. International Use

Although this site may be accessible worldwide, we make no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this site is void where prohibited.

17. Termination of Use

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the site with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

18. Governing Law

This site (excluding any linked sites) is controlled by us from our offices within the State of Missouri, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of Missouri, by accessing this site both of us agree that the statutes and laws of the State of Missouri, without regard to the conflicts of laws and principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this site and the purchase of products and services available through this site. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue of any court of competent jurisdiction within the City of St. Louis, Missouri and the United States District Court for the Eastern District of Missouri with respect to such matters.

19. Arbitration 

Any controversy or claim arising out of or relating to these Terms of Use, or the breach thereof, shall be settled by arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be conducted and administered by the National Arbitration Forum, under the Code of Procedure in effect at the time the claim is filed. Any sole and exclusive venue for any arbitration hearing is St. Louis, Missouri, and any such arbitration proceeding shall comply with the Governing Law chosen below. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16. Judgment upon the award may be entered in any court having jurisdiction. Any party may make an application to the arbitrator seeking injunctive relief to maintain the status quo until such time as the arbitration award is rendered or the controversy is otherwise resolved. Any provisional or equitable remedy which would be available from a court of law shall be available from the arbitrator, to the parties to this Agreement pending arbitration. The arbitrator shall have the authority to award any remedy or relief that a court of this state could order or grant, including, without limitation, specific performance of any obligation created under the agreement, the awarding of punitive damages, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration process. The arbitration shall be held in St. Louis, Missouri, or at such other place as may be selected by mutual written agreement. The arbitrator shall have the discretion to order a pre-hearing exchange of information by the parties, including, without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by deposition of parties.

20. Notices

All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service at contact@farmplicity.com, if by email, or at Sunfarmplicity LLC, 9337 Brenda Ave, Saint Louis MO 63123 if by conventional mail. Notices to you may be sent either to the email address supplied for your account or to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you.

Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by US mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed email.

20. Entire Agreement

These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter hereof and supersedes all agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

21. Miscellaneous

In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and attorneys' fees. Any cause of action brought by you against us or our Affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred.

You may not assign your rights and obligations under these Terms of Use to any thing party, and any purported attempt to do so shall be null and void. We may free assign our rights and obligations under these Terms of Use.

You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this site, or use of or access to this site.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

22. Contact Information

Except as explicitly noted on this site, the services available through this site are offered by Sunfarmplicity LLC, a Missouri limited liability company, located at 9337 Brenda Ave, Saint Louis MO 63123. Our telephone number is 314-669-5286. If you notice that any user is violating these Terms of Use, please contact us at contact@farmplicity.com.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

Effective: April 1, 2013

1. User's Acknowledgment and Acceptance of Terms

This Privacy Policy governs the manner in which Sunfarmplicity, LLC, dba Farmplicity ("Farmplicity") collects, uses, maintains and discloses information collected from users ("you," "your" or "User") of its Farmplicity web site and any derivative or affiliated web sites on which this Privacy Policy is posted (collectively, the "Site"). Farmplicity reserves the right, at its discretion, to change, modify, add or remove portions of this Privacy Policy at any time by posting such changes to this page. You understand that you have the affirmative obligation to check this Privacy Policy periodically for changes, and you hereby agree to periodically review this Privacy Policy for such changes. The continued use of the Site following the posting of changes to this Privacy Policy constitutes an acceptance of those changes. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Farmplicity Terms of Use.

Privacy

Farmplicity is committed to safeguarding the information you entrust to Farmplicity and believes that every User should know how it utilizes the information collected from Users. Please note that the Site may contain links to other web sites, and the Site allows Users to download or otherwise access Content (including software), controlled by third parties. Farmplicity is not responsible for the privacy practices of these or any other web sites or Content controlled by third parties, and you access and utilize such Content and web sites entirely at your own risk. Farmplicity recommends that you review the privacy and other practices governing any other web sites that you choose to visit and any Content you wish to download or otherwise access.

Farmplicity is based, and this web site is hosted, in the United States of America. If you are from the European Union, Canada or other regions of the world with laws governing data collection and use that may differ from U.S. law and you are registering an account on the Site, visiting the Site, purchasing products or services from Farmplicity or the Site, or otherwise using the Site, please note that any personally identifiable information that you provide to Farmplicity may be transferred to or utilized by Farmplicity or its affiliates in the United States. Any such personally identifiable information provided may be processed and stored in the United States by Farmplicity or a service provider acting on its behalf.

The Information Farmplicity Collects

Users browsing the Site without registering an account or affirmatively providing personally identifiable information to Farmplicity do so anonymously; however, certain non-personally identifying information is collected, as provided below. Users may provide and Farmplicity may collect personally identifiable information from Users in a variety of ways. Personally identifiable information may include, without limitation, (i) contact data (such as a User's name, mailing and e-mail addresses); (ii) demographic data (such as a User's zip code or age); (iii) financial information collected to process Orders and purchases made from Farmplicity via the Site or otherwise (such as credit card, debit card or other payment information); [and] (iv) other information requested during the account registration process[; and (v) any other types of personally identifiable information collected by Farmplicity]]. Farmplicity does not collect social security numbers. If you communicate with Farmplicity by e-mail or otherwise, post User Content to the Site, post messages to any forums, complete online forms, surveys or entries, provide information outside of the account registration process, or otherwise interact with or uses the features on the Site, any information you provide may be collected by Farmplicity.

Farmplicity may also collect information about how Users use the Site, for example, by tracking the number of unique views received by the pages of the Site, or the domains and Internet Protocol ("IP") addresses from which Users originate. While not all of the information that Farmplicity collects from Users is personally identifiable, it may be associated with personally identifiable information that Users provide Farmplicity through the Site or otherwise. Additionally, certain information regarding your computer systems, network locations, IP address and software may be communicated to Farmplicity in certain circumstances by the digital rights management systems associated with certain Content that you download or access via the Site in order to prevent unauthorized use or distribution of the associated Content. Non-personally identifiable information collected by Farmplicity (such as patterns of utilization) is exclusively owned by Farmplicity and may be used as it sees fit in accordance with applicable law.

Cookies

Like most web sites, the Site uses cookies and web log files to track site usage. A cookie is a tiny data file that resides on your computer that allows Farmplicity to recognize you as a User when you return to the Site using the same computer and web browser. Like the information you enter during account registration, cookie and log file data is used to customize your experience on the Site. One type of cookie, known as a "persistent" cookie, is set once you have logged in to your Site account. The next time you visit our Site, the persistent cookie will allow us to recognize you as an existing User so you will not need to log in before using the Site. In order to access or change any of your private information, you must log in with your password even if your computer contains your persistent cookie. Additionally, if you log out of the Site you will need to re-enter your password the next time you visit in order to log in to your account. Another type of cookie, called a "session" cookie, is used to identify a particular visit to the Site. Session cookies expire after a short time or when you close your web browser. You can choose to disable cookies on your browser or allow your browser to notify you when a cookie is being sent, however this may prevent you from utilizing certain features of the Site.

IP Addresses

Due to the communications standards on the Internet, we automatically receive the uniform resource locator (URL) of the web site from which you came and the web site to which you proceed once you leave the Site. We also receive the IP address of your computer (or the proxy server you use to access the World Wide Web), your computer operating system and type of web browser you are using, as well as the name of your Internet service provider (ISP). This information is used to analyze overall trends to help us improve the Site. The linkage between your IP address and your personally identifiable information is shared with third parties in accordance with this Privacy Policy.

Web Beacons and Ad Networks

We may allow other companies, called ad networks, to serve advertisements to Users via the Site. Ad networks include third party ad servers, ad agencies, ad technology vendors and research firms. Farmplicity may "target" some ads to Users that fit a certain general profile. To deliver these ads properly, the Site may include a file, called a web beacon, from these ad networks within pages served by the Site or implement other monitoring technologies so the networks may provide anonymous, aggregated auditing, research and reporting for advertisers as well as to target ads to you while you visit other web sites. These general targets may also be used by ad networks to display targeted ads on other web sites as a substitute for random, irrelevant ads. In addition, the Site may use the technology of ad networks to serve ads only when you visit this Site. Ad networks may use non-personal information, such as your state or zip code, in order to provide advertisements about goods and services that may be of particular interest to you while you visit this Site. Because your web browser must request these advertisements and web beacons from the ad network's servers, these companies can view, edit or set their own cookies, just as if you had requested a web page from their site.

How Farmplicity Uses Information

Farmplicity may use personally identifiable information collected through the Site for the specific purposes for which the information was collected, to process Orders made via the Site, to contact Users regarding Content, products and services offered by Farmplicity, and otherwise to enhance Users' experience with Farmplicity. Farmplicity may also use information collected through the Site for research regarding the effectiveness of the Site and the business planning, marketing, advertising and sales efforts of Farmplicity, its trusted affiliates, independent contractors and business partners. Information collected from you may also be used to ensure compliance with certain terms and conditions and agreements entered between you and Farmplicity as well as to prevent unauthorized use or disclosure of Content downloaded or otherwise accessed via the Site.

Farmplicity will communicate with you through email and notices posted on this Site. These may include a series of welcome emails which help inform new Users about various features of the Site, emails and confirmations regarding actions taken by you on the Site or Orders placed by you through the Site, and notices relating to the proper functioning of the Site or your account. Farmplicity may use your personal information to send you promotional information relating to the Content, products and services offered by third parties that Farmplicity feels may be of interest to you. The personal information you provide will allow us to alert you to new developments, new products, features and enhancements; special offers; upgrade opportunities; and surveys, contests and events of interest. We strive to limit use of the information you provide to those offers that we think you would appreciate receiving. To opt out of further communications from a marketing partner or sponsor with whom your information has been shared, please contact that partner directly. We may send Farmplicity emails that may contain information regarding third-party products or services; however, this doesn't mean that we've traded your personal information to any party.

Disclosure of Information

Farmplicity may disclose personally identifiable information collected from Users to its parent, subsidiary and other related companies, trusted affiliates, independent contractors and business partners who will use the information for the purposes outlined above, as necessary to provide the services offered by the Site and the Site itself, and for the specific purposes for which the information was collected. Farmplicity may disclose personally identifiable information at the request of law enforcement or governmental agencies or in response to subpoenas, court orders or other legal process, to establish, protect or exercise Farmplicity's legal or other rights, to defend against a legal claim or as otherwise allowed by law. Farmplicity may disclose personally identifiable information in order to protect the rights, property or safety of a User or any other person. Farmplicity may disclose personally identifiable information to investigate or prevent a violation by User of any contractual or other relationship with Farmplicity or where Farmplicity has a good faith belief that access, preservation or disclosure of such information is reasonably necessary to protect the rights, property or safety of Farmplicity, its users or the public or the perpetration of any illegal or harmful activity. Farmplicity may also disclose aggregate, anonymous data based on information collected from Users to Content developers, investors, advertisers and potential partners. Finally, Farmplicity may disclose or transfer personally identifiable information collected from Users in connection with or in contemplation of a sale of its assets or business or a merger, consolidation or other reorganization of its business.

Personal Information Provided as Part of User Content

If a User includes such User's personally identifiable information as part of the User Content that such User posts to the Site, such information may be made available to any parties using the Site and/or such User Content. Farmplicity does not edit or otherwise remove such information from User Content before it is posted on the Site. If a User does not wish to have such User's personally identifiable information made available in this manner, such User must remove any such information from the User Content before posting. User contact information (which may include, without limitation, a User's username and email address) may be included with any User Content that a User posts via the Site. Farmplicity is not liable for any damages caused or incurred due to personally identifiable information made available in the foregoing manners.

Security of Information

Information about Users that is maintained on Farmplicity's systems is protected using industry standard security measures. In order to secure your personal information, access to your data is password-protected, and sensitive data is protected by SSL encryption when it is exchanged between your web browser and the Site. However, no security measures are perfect or impenetrable, and Farmplicity cannot guarantee that the information submitted to, maintained on or transmitted from its systems will be completely secure. Farmplicity is not responsible for the circumvention of any privacy settings or security measures contained on the Site by any Users or third parties.

Updating Personal Information; Opt-Out

If your personally identifiable information changes, Farmplicity will endeavor to provide a way to correct, update and/or remove your previously provided personal data. This can be done by emailing a request to Farmplicity at contact@farmplicity.com. When you sign up for our updates or receive e-mail messages from Farmplicity.com, you will always be given the chance to opt-out of special offers and site updates. You may change your preferences at any time and will only be contacted in manners consistent with your stated preferences. All retained personally identifiable information will continue to be subject to the terms of the Privacy Policy to which you have previously agreed.

Your California Privacy Rights

California Civil Code Section 1798.83 permits users that are residents of California to request certain information regarding Farmplicity’s disclosures of personally identifiable information to third parties for such third parties’ direct marketing purposes. If you are a California resident and would like to make such a request, please email Farmplicity at contact@farmplicity.com.

Contacting Farmplicity

If you have any questions or comments about this Privacy Policy, you may contact Farmplicity via any of the following methods:

Sunfarmplicity, LLC

2427 N 9th St
Saint Louis, MO 63102
314-896-1288
contact@farmplicity.com