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Service Solicited - 2022 - Farmspread - Farmspread Statement of Work Statement of Work City of Eagle Farmers Market Farmspread Services Customer Information Company Name: City Of Eagle Farmers Market Technical Contact Name: Paige Thomas Technical Contact Telephone: (208) 489-8758 Technical Contact Email: pthomas@cityofeagle.org This is a Statement of Work ("SOW") between Farmspread, LLC ("Farmspread") and the customer identified above ("Customer") as of date of the last signature below (the "Effective Date'). Background Customer would like to contract Farmspread to provide the Farmspread farmers market management platform services (farmspread.com) for their City of Eagle Farmers Market. Purchase Summary Market Stall Count Unit Fee Total Cost Eagle Saturday Markets 80 $15 $1200 Gazebo Concert Series 10 $15 $150 Harvest Fest 80 $2 N/A Eagle Country Christmas 70 $2 N/A Eagle Fun Days 85 $2 N/A Family Fun Night 20 $2 N/A Quantity Unit Term Service Total Fee 1 year 1/15/2022 to 1/14/2023 Farmspread Platform $1350 Invoice Schedule Payment No. ! Invoice Date Invoice Amount 1 On execution of agreement $675 2 6/1/2022 $675 Schedules X I Schedule 1: Farmspread Services Farmspread will provide the Services Identified in Schedule 1 during the term set forth in the Purchase Summary above. This SOW takes effect when all parties have signed it. The date of this SOW will be the date the SOW is signed by the last party to sign it. Fees will be payable in accordance with this Agreement. Farmspread, LLC City of Eagle Farmers Market Signature ' i na ure � ILLc-Qn e?i exc-e-- Printed Name Printed Name I A Title Title �- Date Date Schedule 1 Farmspread Market Management Services 1. Services 1.1. Provide access to all Core Farmspread Market Management Services for 1.1.1. Eagle Saturday Market 1.1.2. Gazebo Concert Series 1.1.3. Eagle Fun Days 1.1.4. Harvest Fest 1.1.5. Family Fun Night 1.1.6. Eagle Country Christmas 1.2. Fee waived for 1.2.1. Eagle Fun Days 1.2.2. Harvest Fest 1.2.3. Family Fun Night 1.2.4. Eagle Country Christmas 1.3. Additional markets can be added via an addendum to this SOW 2. Support 2.1. Farmspread will provide bugfix support 2.1.1. Major incidents with partial or full loss of service will have a 48 hour turnaround 2.1.2. Minor, non-service impacting incidents will be addressed on a best effort basis 2.2. Farmspread will provide phone and email support for major incidents 2.3. Farmspread will provide email support for all non-service impacting incidents 3. Development Services 3.1. Farmspread will track feature requests 3.1.1. Development and support of new features will be considered on a case by case basis 3.1.2. Funding of feature requests will be considered on a case by case basis. 3.1.3. All NRE (Non-Recurring Engineering) development work will be fully scoped in an addendum and priced at a discounted hourly rate. 4. Service Term 4.1. Farmspread will provide the Services from the Effective Date to the first anniversary of the Effective Date (the "Service Term"). If renewed under section 5 (Optional renewal), the Services Term will be extended by one year for each renewal. 5. Optional Renewal 5.1. Customer may renew under terms specified in this SOW for an additional year each by notifying Farmspread of its intention to renew. 6. Not Included 6.1. Farmspread Messenger's free tier is included as part of this SOW. Farmspread premium plans are available to subscribe to at any time and are not provided as part of this SOW. 7. Terms of Service and Privacy Policy 7.1. SOW governed by and requires Farmspread standard Terms of Service and Privacy Policy 7.1.1. Terms of Service 7.1.2. Privacy Policy Appendix 1: Terms of Service 1. About Us: Welcome to farmspread.com, as welt as our sister websites, marketspread.com, and msgshark.com and all future and successor websites (collectively,the "Site", "Sites', "Website or "Websites) which are all operated by Farmspread, LLC ("Farmspread", "us", "we", or"our"). We provide a platform to access software management tools through the internet, and a venue to connect producers to consumers. The software management tools are available as a software as a service ("SaaS", "SaaS Service' or "SaaS Services'). We do this through the services offered on the Website, through application programming interfaces ("APIs'), through mobile applications hosted on the Google Play app store and Apple app store (collectively, "Mobile Apps"), through compatible hardware and equipment that works in conjunction with the Mobile Apps ("Hardware") and by the products and services otherwise offered by us (together with the Website, SaaS, APIs, Mobile Apps, Hardware, Content (defined below), Messenger Service (defined below) and all of the products and services offered by us, our "Services'). By accessing or using our Services, you will be deemed to be a "User" of our Services. There are two types of Users: (i) Business Users, and (ii) Consumer Users. "Business Users' are businesses, merchants or other commercial entities or persons engaged in business that use our Services. "Consumer Users" are individual consumers that purchase products or services from Business Users through our Services. All references in these Terms to a "User", "you, or "your" shall be deemed to be references to you and your Affiliates (defined below), Licensees, licensors and yours and their officers, directors, employees, and agents. Users expressly agree to be bound to and to abide by these Terms of Service ("Terms'), our Privacy Policy, our r ,3 :,itec v; y F.ci,c,, and any other policy we may Link to these Terms, or develop from time to time (collectively, "Policies'), which create Legal and enforceable agreements whether or not you register for a User account with us (an "Account'), whether or not you obtain, transmit, post, send, receive, link, email, submit, upload, download, or otherwise communicate ("Transmit'): content, advertisements, messages, communications, text, images, video, audio, photographs, graphics, data, information, links, software, music, or any other input and data (collectively, "Content") using the Services to us or other Users. If you do not agree to be bound to or to abide by these Terms and our other Policies, do not browse the Website, connect to the APIs or Mobile Apps or use the Services. BY ACCESSING AND USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE PROVISIONS, CONDITIONS AND NOTICES CONTAINED IN THESE TERMS JUST AS IF YOU SIGNED THESE TERMS. 2. Our Terms of Service: 1. About Us Welcome to farmspread.com, as well as our sister websites, marketspread.com, and msgshark.com and all future and successor websites (collectively, the "Site', "Sites', "Website" or "Websites) which are all operated by Farmspread, LLC ("Farmspread", "us", "we", or "our"). We provide a platform to access software management tools through the internet, and a venue to connect producers to consumers. The software management tools are available as a software as a service ("SaaS", "SaaS Service' or"SaaS Services'). We do this through the services offered on the Website, through application programming interfaces ("APIs'), through mobile applications hosted on the Google Play app store and Apple app store (collectively, "Mobile Apps"), through compatible hardware and equipment that works in conjunction with the Mobile Apps ("Hardware") and by the products and services otherwise offered by us (together with the Website, SaaS, APIs, Mobile Apps, Hardware, Content (defined below), Messenger Service (defined below) and all of the products and services offered by us, our "Services'). By accessing or using our Services, you will be deemed to be a "User" of our Services. There are two types of Users: (i) Business Users, and (ii) Consumer Users. "Business Users' are businesses, merchants or other commercial entities or persons engaged in business that use our Services. "Consumer Users" are individual consumers that purchase products or services from Business Users through our Services. ALL references in these Terms to a "User", "you, or "your" shall be deemed to be references to you and your Affiliates (defined below), Licensees, licensors and yours and their officers, directors, employees, and agents. Users expressly agree to be bound to and to abide by these Terms of Service ("Terms'), our Privacy Policy, our Prohibited Activity Policy and any other policy we may link to these Terms, or develop from time to time (collectively, "Policies'), which create legal and enforceable agreements whether or not you register for a User account with us (an "Account"), whether or not you obtain,transmit, post, send, receive, link, email, submit, upload, download, or otherwise communicate ("Transmit"): content, advertisements, messages, communications, text, images, video, audio, photographs, graphics, data, information, links, software, music, or any other input and data (collectively, "Content") using the Services to us or other Users. If you do not agree to be bound to or to abide by these Terms and our other Policies, do not browse the Website, connect to the APIs or Mobile Apps or use the Services. BY ACCESSING AND USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE PROVISIONS, CONDITIONS AND NOTICES CONTAINED IN THESE TERMS JUST AS IF YOU SIGNED THESE TERMS. 2. Service Conditions You cannot use the Services unless: (a) you are at least 18 years of age (or such other age of Legal majority applicable in your jurisdiction), or you are at least 13 years of age, have obtained the consent of your parent or legal guardian to use the Services, and your parent or legal guardian agrees to be bound by these Terms and agrees to be responsible for your use of the Services on your behalf. By accessing the Services, you represent and warrant to us that you have the right, authority and capacity to agree to, and abide by these Terms; and (b) you represent and warrant that if you are soliciting business or collecting funds for any person, organization, business or entity of any type, that you have the actual and explicit authority from such party to do so on their behalf. 3. Grant of License These Terms provide you with a personal, revocable, non-exclusive, non-assignable, non-transferable, Limited and temporary license to access and use portions of the Services determined by us, subject to these Terms and our Policies. 4. Account To use certain aspects of the Services, you must register for an Account. In connection with the Services, you agree to provide true, accurate, current and complete information as prompted by our registration forms, and to maintain and promptly update the information you provide to us in order to keep your information true, accurate, current and complete. It is your obligation to maintain and control passwords to your Account. YOU AGREE THAT YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ANY ACTIVITIES AND/OR ACTIONS TAKEN UNDER YOUR ACCOUNT, WHETHER OR NOT YOU HAVE AUTHORIZED SUCH ACTIVITIES OR ACTIONS. You agree to immediately notify us of any unauthorized uses of your username and password and/or any other breaches of security. There is no assumption by us of your responsibility to notify your local law enforcement agency of any identity theft. You agree we will not be liable for any loss or damages caused by your failure to comply with your security obligations. Users may register for an Account by allowing our Services to access information from one or more social media accounts including but not limited to, apple.com, google.com and/or facebook.com ("Social Media Profiles"). By granting us access to any Social Media Profiles, you understand that we will access, make available and store any Content that you have provided to and stored in your Social Media Profiles so that it is available on and through our Services and your Social Media Profile, subject to our Policies. We also may allow Users to share User Content (defined below) using Social Media Profiles in connection with our Services. You understand that if you share Content using Social Media Profiles, we have no control over how that Content may be used by others and we have no liability for how that Content may be used by others. Please see our Privacy Policy for more information. 5, Optional Services Provided for Business Users We make available optional Hardware and SaaS Services, including online self-service market management tools for venues, booth-based merchants,farmers markets, farm stands, trade shows, art shows, conferences, and other venue and booth-based events. We also offer a venue booking system configuration of the Services for Business Users that use their facilities for others to sponsor and run booth-based events. Business Users may use the market management tools to create and collect payments against their vendor invoices. HARDWARE AND THESE OPTIONAL SERVICES MAY REQUIRE PAYMENT OF A SEPARATE FEE. 6. Cancellation and Refunds In the event of cancellation of Services,the User is responsible for the full term for which they have signed up and the associated costs of any Hardware. We do not offer refunds, partial or otherwise, for service subscriptions, and if the full term was not paid for upfront, the balance of the term selected by the User is due upon cancellation. 7. Messenger Service The optional services for Business Users include the Messenger Service, which is SMS and email capable. Messenger services offered through our Websites, Mobile Apps and APIs are defined as "Messenger Service" for purposes of this Agreement. All Users of the Messenger Service are bound by these additional prohibitions ("Messenger Service Rules"): (i) You will not send spam; (ii) You will not use deceptive subject tines (The subject line must accurately reflect the content of the message); (iii) You will not use third-party lists of email addresses or SMS numbers; (iv) You will not send any message or Content that (a) includes a threat of physical harm or to incite violence; (b) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, or physical or mental illness to you or to any other person; (c) may cause loss or damage to any person or property; (d) involves or contributes to a violation of Applicable Laws; (e) we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, sexually explicit, or otherwise objectionable; (f) contains Content that you do not have a right to disclose under Applicable Laws (defined below) or under contractual or fiduciary relationships; (g) infringes on the intellectual property rights of others; or (h) violates any provision of Section 12 of these Terms. Furthermore, you understand that Farmspread may suspend or terminate your Account if you send a message (SMS or email) or otherwise distribute any Content that we determine, in our sole discretion, violates any provision of the Terms, Policies, the Messenger Service Rules or for any other reason at our sole discretion. As with all aspects of use of the Services, you represent and warrant that your use of the Messenger Service will comply with all Applicable Laws, including but not limited to the Federal Trade Commission Act,the Telephone Consumer Protection Act and the Children's Ontine Privacy Protection Act. We reserve the right to throttle your message (SMS or email) at any time and for any reason. Business User agrees that any recipient on their Messenger Service distribution list explicitly opted-in, affirmatively subscribed, or provided affirmative authorization to receive such communications generated by the Messenger Service, Business Users must provide a method for any recipient on their Messenger Service to be removed from the list without unreasonable delay. Please notify us at abuse@marketspread.com if you believe anyone is violating any of our Messenger Service terms or if you received SPAM that you think originated from a Messenger Service user. 8. Venue for Business Users Business Users may utilize the Websites', Mobile Apps' and our APIs' venue features. For any Consumer User purchasing products directly from our Business Users, we are merely providing a venue for a buyer to connect with a seller. We are not a party to any transactions that Consumer Users or other third parties might engage in with our Business Users or sellers. WITH THAT IN MIND, YOU UNDERSTAND AND AGREE THAT: (i) we do not employ any Business Users and have no control over the acts or omissions of any Business User in any way using or having used the Services, on or off our Website, Mobile Apps or through our APIs; (ii) we are not responsible for any Business User's compliance or non-compliance with Applicable Laws in connection with any rewards or any transaction involving a Business User; (iii) we make no representations or warranties about the quality, legality, safety or fitness of purpose of the services or products offered by a Business User in connection with a reward or about interactions or dealings with others; (iv) we are not responsible for the performance or conduct of any Business User, any other User, or other third parties in any way, on or off the Website, Mobile Apps or through our APIs; and (v) we are under no obligation to become involved in disputes between any Users. We have no control over the policies of a Business User and we make no representations or warranties with respect to the accuracy, legality, or enforceability of such policies. We are acting as an independent contractor that facilitates the Services and no employment,joint venture or other agency relationship exists between us and a Business User in connection with your use of the Services. ALL Business Users are responsible for collecting any applicable state, county, and local municipality or city sates taxes. Any instance of non-compliance with the applicable sales tax laws, whether reported to Farmspread by a third party or outside agency, or discovered by Farmspread's own investigation or query, may result in suspension or termination of your Account at the sole discretion of Farmspread. All Business Users are responsible for their own compliance with Applicable Laws. Any instance of non-compliance with Applicable Laws, whether reported to Farmspread by a third party or outside agency, or discovered by Farmspread's own investigation or query, may result in suspension or termination of your Account at the sole discretion of Farmspread. 9. Payment Processing Services As an enhancement to the Services provided to you in these Terms, Farmspread has engaged Payrix (www.payrix.com) to provide integrated payment processing services to you if you desire. If you wish to accept and process payments and provide services related thereto, you will need to contract directly with Payrix. For additional information related to the use and terms of Payrix please refer to https://portaL.payrix.com/terms. The fees and expenses related to payment processing services will be charged to you by Payrix, and will be disclosed to you by us or Payrix outside of these Terms. You understand and acknowledge that all payment processing services provided to you through the Services are provided by Payrix and not by Farmspread, and that it is your responsibility to pay all fees and expenses related to payment processing services provided by Payrix. Payrix may terminate its contract with you at any time for the reasons set forth therein. Farmspread shall bear no responsibility of any kind for the actions or failure to act of Payrix. 10, Content CONTENT ON THE SERVICES, OR OBTAINED FROM A LINKED SITE ARE PROVIDED TO YOU 'AS IS', 'AS AVAILABLE' AND 'WITH ALL FAULTS'. WE PROVIDE OUR CONTENT ON THE SERVICES FOR INFORMATIONAL PURPOSES ONLY AND ANY STATEMENTS ON THE WEBSITE, MOBILE APPS OR IN THE APIS ARE OPINIONS OF THE AUTHOR, CONTRIBUTORS, AND USERS. You are solely responsible for the Content that you Transmit by way of the Services and/or Transmit to us by way of the Services or otherwise (collectively, "User Content"). You represent and warrant to us that you shall not Transmit User Content that: (A) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, or physical or mental illness to you, to any other person, (B) may cause loss or damage to any person or property; (C) involves or contributes to a violation of Applicable Laws; (D) contains Content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous,threatening, profane, obscene, sexually explicit, or otherwise objectionable; (E) contains Content that you do not have a right to disclose under any Applicable Laws or under contractual or fiduciary relationships; (F) infringes on the intellectual property rights of others; or (G) violates any provision of the use restrictions in Section 12. WE ARE NOT RESPONSIBLE FOR ANOTHER'S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU TRANSMIT USING THE SERVICES. You will retain ownership of any copyrights relating to your User Content. However, you also agree that by Transmitting User Contentto us and/or Transmitting User Content anywhere within, on, or using the Services, you hereby grant to us and represent and warrant to us that you have all rights necessary to grant to us a worldwide, irrevocable, perpetual, non-exclusive, cost-free, royalty-free license to use, copy, sell, rent, license, sublicense, display, publicly perform, create derivative works of, distribute, store, archive, transform, edit, alter, distort, modify, add to, subtract from, enhance, broadcast,telecast, duplicate, distribute, and/or otherwise make use of your User Content, each as determined exclusively by us, in all forms of media and forms of use, now known or hereafter created including but not limited to, Social Media Profiles, websites, film, television, radio, and/or print, each as determined exclusively by us. In order to further effect the rights and license that you grant to us regarding your User Content, you also hereby grant to us the unconditional, perpetual, irrevocable right to make use of your name, persona, image, photograph, and likeness that you provide in connection with any User Content, without any obligation or compensation to you.To the extent any moral rights', 'ancillary rights', or similar rights in or to the User Content exists and are not licensed to us hereby, you agree not to enforce any such rights and you shall procure the same agreement not to enforce from any others who may possess such rights. Without limiting the scope of the License granted to us by you hereunder or any future grant of rights, consents, agreements, assignments, and waivers you may make with respect to User Content, and to the extent allowed by Applicable Laws, you hereby ratify any prior grant of rights, consents, agreements, assignments and waivers made by you with respect to your User Content. You further acknowledge and agree that no compensation will be paid with respect to the use of your User Content or any of the rights granted to us in these Terms. You agree that the license granted by you in these Terms shall be binding upon you, your heirs, legal representatives, assigns, transferees and successors in interest and shalt survive any termination of these Terms, of your Account, and/or your license to use and access the Services. You agree that any User Content you Transmit is not being disclosed in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way. For clarity, and without altering the forgoing, generally, while you retain the copyrights in your User Content, we can do anything we desire with your User Contentjust as if we owned the User Content and any copyrights therein. You represent and warrant that you own or otherwise possess all necessary rights with respect to your User Content, and that your User Content does not and will not infringe, misappropriate, use or disclose without authorization or otherwise violate rights of any third party, including but not limited to intellectual property rights and/or trade secret rights. You agree that we may but are not obligated to: filter any Content on the Website, Mobile Apes or in any APIs (e.g. User Content or otherwise) in any manner we determine, including but not limited to, by deleting or replacing expletives or other harmful or offensive Language; refusing to display any Content; removing Content from the Services for any reason or no reason, as determined by us; and/or disclosing any Content and the circumstances surrounding the use thereof, to any third party for any reason or no reason, as determined by us. We are not responsible for, and will have no liability for,the removal or non-removal of any Content from the Services. We do not endorse and are not responsible for (i) the Content provided by other Users, (ii) the accuracy or reliability of any opinion, advice, statement, or Content made through the Services, (iii) any Content provided on Linked Sites, or (iv) the capabilities or reliability of any items or services obtained from a Linked Site. There are risks involved with relying on information on the Services, and you expressly assume those risks when using the Services. Under no circumstance will we be liable for any loss or damage caused by your reliance on any Content, items, other information, or services obtained through the Website, Mobile Apps, APIs or a Linked Site. 11. Linked Sites The Services may link to other sites by allowing you to leave the Services to access third party material or by bringing third party material into the Services (a "Linked Site"). The appearance, availability, or your use of URLs or hyperlinks to Linked Sites referenced or included anywhere on the Services or any other form of link or re-direction of your connection to, with or through the Services, does not create any obligation, responsibility or liability on the part of Farmspread or its Affiliates, other than as provided herein. We have no discretion to alter, update, or control the Content on a Linked Site. In addition, we do not verify or have any responsibility for, any such Linked Sites,their business practices (including their privacy policies), or any goods or services associated with or obtained in connection with any Linked Site. If any Linked Site obtains or collects information from you, in no event shall we have any responsibility or liability relating to how any such information is collected or used. Please read our Privacy Policy for more information regarding advertising and linking. When you use the Services to purchase products or services from a Linked Site, you are purchasing that product or service directly from the third party Linked Site. Your order is placed with, filled by, and shipped by that third party Linked Site. We have no involvement in any shipment, fulfillment, returns, or refunds associated with any products or services that you purchase from a Linked Site or third party. You understand that you must contact the third party Linked Site directly for inquiries related to your purchase, including but not Limited to: returns, shipping, customer service, refunds, or general information. By using the Services, you expressly represent and warrant that you will abide by and will not violate any policies, rules,terms, or conditions of that third party Linked Site. 12. Use Restrictions You may not use or plan, encourage or help others to use the Hardware or other Services for any purpose or in any manner that is prohibited by these Terms or by Applicable Laws. In using the Hardware or other Services, you agree at all times that you shall not, directly or indirectly: (a) infringe on the copyrights or other intellectual property rights of Farmspread, a User, or a third party (b) copy, distribute, or modify any part of the Services without our prior written authorization; (c) Transmit inappropriate, inaccurate,false, misleading, or objectionable Content to the Services, as determined by us; (d) Transmit any medical records or other health information in violation of any HIPAA enforcement rule, or any related Applicable Laws concerning the dissemination of medical information; (e) Transmit any Content which contains software viruses, or other harmful computer code, files or programs; (f) Transmit Content that misrepresents facts; (g) make threats or use profanity; (h) harass, stalk or intimidate other Users; (i) manipulate or exclude identifiers in order to disguise the origin of any Content; (j) disrupt the networks connected to the Services, including but not limited to by: attempting to probe, scan or test the vulnerability of the Services, attempting to breach security or authentication measures without proper authorization, or attempting to interfere with the Services or a User, by means such as overloading, 'flooding', 'mailbombing' or 'crashing.'; (k) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or that enforce Limitations on use of the Services; (l) collect Content, personally identifying information, and/or other information from the Services, or otherwise access the Services, by using any automated means, including but not limited to, 'robots', 'spiders', 'scrapers' and 'offline readers', without our prior written approval which we may withhold in our discretion; (m) modify,translate, reverse engineer, decompile, disassemble, create derivative works based on, sublicense, sell, or distribute the Services; (n) rent or lease any rights in the Services in any form to any third party or make the Services available or accessible to third parties; (o) use any communications systems provided by the Services to send unsolicited or unauthorized commercial communications, including but not limited to by email, SMS, MMS, or any other means; (p) remove, alter or obscure any proprietary notice or identification, including copyright,trademark, patent or other notices displayed on the Services; (q) mislead or attempt to mislead or defraud or attempt to defraud or conceal any information relating to Content or other information that you provide to us; (r) Link, deep link, 'frame' or 'mirror' any part of the Services without our prior consent; (s) use the Services to violate any Applicable Laws, or for any unlawful, harmful, or inappropriate purpose, or in any manner that breaches these Terms or is otherwise objectionable, as determined by us in our sole discretion; or (t) participate in, permit or encourage any activity that would violate any of our Policies. 13. Compliance Business Users are responsible for their own compliance with any and all Federal, state, and local Laws, regulations, and ordinances, and all rules and regulations of any payment brands or networks such as NACHA, Visa and MasterCard (collectively, "Applicable Laws") applicable to the use of the Services. Any instance of non-compliance with Applicable Laws, whether reported to Farmspread by a third party or outside agency, or discovered by Farmspread's own investigation or query, may result in suspension or termination of your Account at the sole discretion of Farmspread. Any such failure to comply with Applicable Laws is deemed to be a material breach of these Terms. If any data transmission contains any information or Content that is subject to Applicable Laws such as HIPPA that govern messaging, data, Content, data transmission, data privacy, data leakage, data retention, you agree to comply with such Applicable Laws. You represent and warrant that you shall comply with all Applicable Laws regarding use of the Services. We will cooperate with law enforcement agencies in any investigation of alleged unlawful activity of which we are made aware of regarding the use of our Services and may contact law enforcement if we are made aware of any use of our Services which potentially violates any Applicable Laws. The Services are designed and targeted to Users who reside in the United States. We make no representation that the Services are operated in accordance with the laws or regulations of, or governed by, other nations. By accessing and using the Services you certify that you meet the age and other eligibility requirements for use of the Services. Those who access or use the Services do so at their own volition and are entirely responsible for compliance with Applicable Laws. You represent and warrant that your retention, use and storage of any personal information complies with all Applicable Laws.To the extent that any User is or becomes subject to the requirements of PCI-DSS or any other data security regulations, User represents and warrants that User is, and at all times during its relationship with Farmspread will remain, fully compliant with such regulations. 14. Privacy Policy; Confidentiality By using the Services, you agree to the provisions of our Privacy Policy, which is hereby incorporated by reference. You further agree that we may disclose Personal Data (as defined in our Privacy Policy) according to our Privacy Policy, as determined by us. Please see our Privacy Policy for more information. The parties shall, and shall cause their Affiliates to, hold in strict confidence at all times all Confidential Information (defined below) of the other party, and neither party nor any of its Affiliates shall use such Confidential Information for any purpose other than for the performance of such party's duties and obligations hereunder. If either party breaches, or threatens to breach, any of the provisions of this section, in addition to any other rights the injured party may have, including a claim for damages,the injured party shall have the right to seek to have the provisions of this section specifically enforced, and breaching party's breach or threatened breach enjoined, by any court of competent jurisdiction, without presentment of a bond (such requirement being expressly waived), it being agreed that any breach or threatened breach of this section would cause irreparable harm to injured party in that money damages would not provide an adequate remedy. "Confidential. Information" means all non-public, proprietary data or information of any party hereto which is valuable to the operation of such party's business and is treated by such party as confidential. For clarity, User Content shall not be deemed to be Confidential Information. 15. Intellectual Property Farmspread, farmspread.com, Marketspread, marketspread.com, messenger.marketspread.com, msgshark.com and all other graphics, logos, page headers, button icons, scripts, service names and other Content that we use, manage or control are trademarks, registered trademarks or trade dress of ours or our subsidiaries, officers, employees, independent contractors, suppliers, representatives, licensors, licensees, successors, assigns, agents, partners, or other affiliate (collectivety "Affiliates") in the United States or other countries or both. No one may use these trademarks or trade dress in connection with any product or service that is not our product or service without our express written permission. All other trademarks that appear on Hardware or the Services are the property of their respective owners, who may or may not be affitiated with, connected to or sponsored by us or any of our Affiliates. Except in the case of Content under license to us, we claim a copyright, and all copyright protection afforded, under international, United States and State of Delaware laws to alttext, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software (ours or our software suppliers), and all other Content on the Services. The compilation of all Content on the Services is our exclusive property, and it is similarly protected. We also claim a copyright, and all copyright protection afforded under Applicable Laws to all material described in the trademarks section above. Your access to all information and Content located on the Services is strictly permitted through the license granted to you under these Terms. Except for the license granted to you in Section 3 of these Terms and for the licenses granted to us in these Terms, all rights, title and interest in Content, in all languages, formats and media throughout the world, including all copyrights, are and will continue to be the exclusive property of ours and other parties. Except as permitted by these Terms, you are prohibited from modifying, copying, distributing, displaying, publishing, selling, licensing, creating derivative works, or otherwise exploiting any Content available on or through the Services without our prior written permission, or in the case of Content owned by a third party, without first receiving permission from the owner of that Content. You may not alter or remove any trademark, copyright or other notice from copies of the Content. We respect the intellectual property of others and require that Users do the same. In connection with the Services, we have adopted and implemented a Digital Millennium Copyright Act ("DMCA") policy respecting intellectual property that provides for the removal of any infringing or unauthorized materials and for the termination of a User's ability to use our Services, in appropriate circumstances, if we determine that User is infringing on the intellectual property rights of others. If you believe that a User is,through the use of the Services, unlawfully infringing by submitting unauthorized Content, and wish to have the allegedly infringing or unauthorized material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512) must be provided to our designated copyright agent ("Designated Agent"): your physical or electronic signature; identification of the works or rights that you claim to have been infringed; identification of the Content on the Services that you claim is infringing and that you request us to remove; sufficient information to permit us to locate such Content; your address, telephone number, and e-mail address; a statement that you have a good faith belief that use of the objectionable Content is not authorized by the copyright or other rights owner, its agent, or Applicable Laws; and a statement that the information in the notification is accurate, and under penalty of perjury,that you are either the owner of the copyright or other right that has allegedly been infringed or violated or that you are authorized to act on behalf of the copyright or other rights owner. Note that, pursuant to 17 U.S.C. § 512, any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement. Our Designated Agent is: DMCA Agent, Dunlap Bennett & Ludwig, PLLC, 211 Church St. SE, Leesburg, VA 20175 dmca@dbllawyers.com. 16. Termination, Restriction, and Suspension You may cancel your Account at any time for any reason or no reason by using your Account dashboard or notifying us in writing (email to contact@marketspread.com is acceptable). Upon cancellation of your Account, access to certain features of the Services may be restricted. Termination of your Account will be effective within a reasonable time after we receive notification of your desire to cancel, as determined by us. TERMINATION BY YOU OF YOUR ACCOUNT WILL NOT AUTOMATICALLY RESULT IN A TERMINATION OF YOUR AGREEMENT FOR PAYMENT PROCESSING SERVICES REFERENCED IN THESE TERMS. YOU MAY NEED TO TERMINATE YOUR AGREEMENT FOR PAYMENT PROCESSING SERVICES SEPARATELY, AND FEES FOR EARLY TERMINATION MAY APPLY. We retain the right to terminate, restrict, modify or suspend these Terms, your Account, and/or your license to access or use the Services at any time in our absolute and sole discretion, without prior notice, in the event we (i) have reason to believe you have breached any portion of these Terms, our Privacy Policy, or other Policies, as determined by us, or (ii) determine in our sole discretion that your use of the Services is in any way objectionable. Upon termination of your Account and/or license to access or use the Services for any reason, you agree that we may take any measures we deem necessary to prevent you from accessing the Services, including by blocking your IP address. You agree that after termination of your access to the Services, we are not obliged to retain or provide to you any Content or Personal Data (as defined in our Privacy Policy) which was collected by us, but we may elect to do so in our sole discretion,for a duration determined by us. 17. Indemnification To the maximum extent permitted by Applicable Laws you agree to indemnify, defend, and hold harmless Farmspread, our Affiliates, Licensees, licensors and ours and their officers, directors, employees, and agents from and against any and all Claims (defined below) resulting from or arising out of, under, or relating to: (i) your use, misuse, or inability to use the Hardware or any of the other Services; (ii) any infringement of a third party's rights (including but not Limited to intellectual property rights); (iii) a breach of a representation or warranty made by you; (iv) your User Content; (v) any defamatory, offensive, fraudulent, or illegal use of the Hardware or any of the other Services by you; (vi) any improper disclosure of Content by you; (vii) your breach of any Applicable Laws; (viii) goods and services sold by you to third parties; (ix) your gross negligence or willful misconduct; and (x) any violation by you of these Terms or any of our other Policies. Business Users are responsible for all Claims related to the safety, fitness, and merchantability for any goods or services that a Business User sells to any User or other third party. 18. Disclaimers Farmspread is not responsible for the accuracy of the payments, invoices, payment generation, or payment collections based on reliance of our SaaS Services, other Services, Hardware, APIs, Mobile Apps or Website. Farmspread does not (i) process any payments for you or on your behalf, (ii) possess or have access to any payment instrument data (e.g., bank account information, cardholder data), and (iii) possess or control any of your funds involved in the payment process. Information generated through the SaaS Service is provided to you 'AS IS', 'AS AVAILABLE' and 'WITH ALL FAULTS'. We expressly disclaim all liability related to the accuracy or reliability of any information, data, calculations or Content generated by our market management tools, SaaS Services or reliance on any Content provided through the SaaS Services. THE SAAS SERVICES ARE NOT TO BE CONSTRUED AS LEGAL, ACCOUNTING, TAX, OR OTHER PROFESSIONAL ADVICE. OUR SERVICES ARE A RESOURCE ONLY. We are not attorneys, paralegals, accountants, or tax specialists, or any other sort of licensed professional. As such, we expressly disclaim all liability related to the accuracy or reliability of any information, data, calculations or Content provided or Transmitted by us or available through our SaaS Services or reliance on any of the aforementioned. We will do our best to provide top-quality SaaS Services to you. However, the information, data, calculations and Content provided by or Transmitted through the SaaS Services may also include inaccuracies, calculation errors, corruption of data or typographical errors. We do not warrant or represent that the information, calculation, data or Content available through our Services is complete or up-to-date. THE WEBSITE, MOBILE APPS, THE APIS, HARDWARE, CONTENT, AND OTHER SERVICES ARE PROVIDED 'AS IS', 'AS AVAILABLE' AND 'WITH ALL FAULTS' WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE HARDWARE OR OTHER SERVICES, INCLUDING BUT NOT LIMITED TO PHYSICAL INJURY OR DEATH AS WELL AS DAMAGES TO PERSONAL PROPERTY. WITHOUT LIMITING THE FOREGOING, WITH RESPECT TO THE WEBSITE, MOBILE APPS, HARDWARE, THE APIS AND/OR THE SERVICES, FARMSPREAD EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, ACCURACY, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUIET TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, FARMSPREAD MAKES NO WARRANTY THAT THE WEBSITE, MOBILE APPS, APIS AND/OR CONTENT WILL MEET YOUR NEEDS, EXPECTATIONS, BE TO YOUR SATISFACTION, OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE, BUG-FREE, OR MALWARE-FREE BASIS. FARMSPREAD MAKES NO WARRANTY REGARDING THE QUALITY OF THE WEBSITE, MOBILE APPS, APIS OR CONTENT, OR THE ACCURACY,TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE WEBSITE, MOBILE APPS OR ANY APIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FARMSPREAD OR THROUGH THE WEBSITE, MOBILE APPS, APIS OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAWS. 19. Release and Waiver of Claims To the maximum extent permitted by Applicable Laws, YOU ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, AND DISCHARGE all claims, actions, demands, suits, proceedings, Losses, expenses, damages, costs (including, but not Limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys'fees, ("Claims") against us and our Affiliates, including any and all liability for actual and/or consequential damages, costs and expenses (including litigation costs and attorneys' fees) of every kind and nature arising from or in any way related to: (A) THE SERVICES AND/OR THESE TERMS; (B) CONTENT AND/OR YOUR USER CONTENT; (c) YOUR TRANSACTIONS WITH BUSINESS USERS AND/OR LINKED SITES; (d) any inaccuracy, untimeliness or incompleteness of a USER'S representations OR WARRANTIES; and/or (e) any inaccuracy, untimeliness, or incompleteness of ANY AND ALL CONTENT obtained or accessed by or through the Services. FURTHER, IF YOU ARE A RESIDENT OF THE STATE OF CALIFORNIA, you waive your rights under California Civil Code Section 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materiaLLy affected his or her settlement with the debtor." You understand that any fact relating to any matter covered by THESE TERMS may be found to be other than now believed to be true and accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights which you may have had under any other state or federal statute or common law principle of similar effect,to the fullest extent permitted by Applicable Laws. 20. Limitation of Liability TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWS, IN NO EVENT SHALL WE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA. IN NO EVENT SHALL WE BE LIABLE FOR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO (A) THE SERVICES AND/OR THESE TERMS; (B) CONTENT AND/OR YOUR USER CONTENT; (C) YOUR TRANSACTIONS WITH BUSINESS USERS AND/OR LINKED SITES; (D) ANY INACCURACY, UNTIMELINESS OR INCOMPLETENESS OF A USER'S REPRESENTATIONS OR WARRANTIES; (E) ANY INACCURACY, UNTIMELINESS, OR INCOMPLETENESS OF ANY AND ALL CONTENT OBTAINED OR ACCESSED BY OR THROUGH THE SERVICES; (F) ANY HARDWARE FAILURE OR OTHER LOSS OF ANY KIND RELATING TO ANY HARDWARE; AND/OR (G) ANY OTHER ASPECT OF OUR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (BREACH OF CONTRACT, A BREACH OF WARRANTY, NEGLIGENCE, PRODUCTS LIABILITY, STRICT LIABILITY, OR OTHERWISE) IN EXCESS OF THE GREATER OF (I) ALL SUMS YOU PAID TO US IN CONNECTION WITH THE SERVICES, OR (II) $125.THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU, 21. Dispute Resolution In the event that any dispute arises with respect to the Services, these Terms, or any of our Policies, such dispute shall be resolved by binding arbitration in accordance with the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association, in New Castle County, Delaware. Any court action between you and us shall take place in the state courts located in New Castle County, Delaware or in the U.S. District Court for the District of Delaware, as the case may be. You shall be liable for and shall reimburse us for our expenses and fees, including attorneys' fees, in the event any arbitration or litigation arises between us and you. By using the Services, you irrevocably agree and consent to be bound to personal jurisdiction of and venue selection in the state courts located in New Castle County, Delaware or in the U.S. District Court for the District of Delaware as the case may be, whether either arbitration or litigation arises between us and you. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS USER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS WE AGREE OTHERWISE, THE DECISION-MAKER MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO,THE DECISION-MAKER MAY AWARD RELIEF ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIMS. ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. You agree that irreparable harm to us would occur in the event that any of the provisions of these Terms were not performed fully by you or were otherwise breached by you, and that money damages are an inadequate remedy for breach of the Terms because of the difficulty of ascertaining and quantifying the amount of damage that will be suffered by us in the event that these Terms are not performed in accordance with its provisions or is otherwise breached. It is accordingly hereby acknowledged that, notwithstanding any provision of this Section, we shall be entitled to petition the courts mentioned herein for an injunction or injunctions to restrain, enjoin and prevent a failure to perform these Terms by you, without posting bond or other security, and to enforce specifically such provisions of these Terms. If a court decides that any term or provision relating to our ability to submit any above-mentioned dispute to arbitration or to the above class action wavier according to this Section,the parties agree to Litigate any such dispute according to this Section. In the event of any such severing, the remainder of these Terms will continue to apply. 22. Contacting You By using the Services, you agree that we and our Affiliates may provide you with any notices or other communications about the Services electronically: (a) via email. (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Website or on the Mobile Apps. For notices made by email,the date of receipt will be deemed the date on which such notice is Transmitted. We will use best efforts to honor a User's request to opt out of promotional messages, but under no circumstances will we be liable for Transmitting any Content to Users. 23. Severability; No Waiver; Assignment The representations and warranties and/or covenants set forth herein are each to be construed as a separate agreement, independent of any other provisions of these Terms. Further, the invalidity or unenforceability of any provision, word, phrase, clause, sentence, paragraph or section of these Terms shall in no way affect the validity or enforceability of any other provision, word, phrase, clause, sentence, paragraph or section of these Terms, and any such invalid or unenforceable provision that is overbroad shalt be deemed narrowed to the broadest term permitted by Applicable Laws and shall be enforced as narrowed. If one or more of the provisions in these Terms is deemed invalid or unenforceable, then the remaining provisions will continue in full force and effect. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.These Terms, and any rights and Licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us as determined by us. 24. Our Relationship with You With respect to you, we are an independent contractor only. Nothing in these Terms shall be deemed or is intended to be deemed, nor shall it cause, you and Farmspread to be treated as partners,joint venturers, or otherwise as joint associates for profit, or either you or us to be treated as the agent of the other. 25, Third Parties From time to time, we may engage third parties or Affiliates to assist us in providing certain aspects of the Services, including but not limited to marketing functions. You agree that we may engage such third parties in providing Services to you, as determined by us. 26. Entire Agreement; Modification These Terms together with our Polices any other document referenced herein, constitutes the entire understanding between us and you with respect to the subject matter hereof. You agree that we may amend, modify, or alter these Terms and/or our Policies at any time in our sole discretion. We wilt notify you about changes to these Terms by placing the updated Terms on the Website and/or Mobile Apps. You agree that your use of the Services after such notification will constitute acceptance by you of such changes to the Terms. 27. Construction Headings in these Terms are for convenience only, and shall not govern the meaning or interpretation of any provision of these Terms. Whenever the context requires, all words, including but not limited to defined capitalized terms, will include the masculine,feminine, and neuter, and each word will include the singular form, plural form, and other conjugations of that word. The word `or" connotes any combination of all or any of the items listed (e.g. in the same manner as "and/or"). The word "including" and its syntactic variants mean "includes, but is not limited to" and corresponding syntactic variant expressions. 28. Governing Law; English Language These Terms, our Privacy Policy, and other Policies are governed by the laws of the State of Idaho and of the United States of America, and without regard to conflicts of Law principles. In the event of a conflict between these Terms and a foreign language version of the Terms,the English language version of these Terms shall govern. All disputes, claims and causes of action (and related proceedings) will be communicated in English. 29. Updates You agree that we may (and reserve the right to) modify, update, alter and/or discontinue the. Services, Content, APIs, Mobile Apps and/or Website, in whole or in part, with or without notice at any time, as determined by us in our sole discretion. 30. Feedback If you have questions, comments or a complaint about these Terms, you may send a written notice to us at contact@marketspread.com. 31. Survival ALL provisions of these Terms which must or which in accordance with its terms are intended to survive the earlier termination or expiration of these Terms, your Account, and/or any license to access or use any portion of the Services granted by these Terms shall survive the earlier termination or expiration thereof.