Terms of Use

Last Updated: September 25, 2022

Fieldcraft, Inc. (“Fieldcraft”, “we”, “us” or “our”) provides you access to our services (“Services”) through our website located at www.fieldcraft.com (“Site”) subject to these Terms of Use and conditions of our Privacy Policy, accessible at Privacy Policy, which are hereby incorporated by reference (collectively, this “Agreement”).

Services

Fieldcraft is a technology platform for suppliers and buyers of bulk ingredients for food and beverage manufacturing ("Ingredients"). The Site acts as a venue to facilitate business transactions by connecting members seeking opportunities to buy and sell Ingredients. We do not own, sell, resell or provide Ingredients listed on the Site. Unless explicitly specified otherwise, Fieldcraft’s responsibilities are limited to facilitating the availability of the Site and Services. We provide visitors and members with access to the Site as described below.

Visitors. Visitors are people who do not register with us, but want to explore the Site. No log in is required for Visitors. Visitors can view all content and access all publicly-available features and functionality on the Site.

Members. A Member may be either a "Supplier" or “Buyer” (collectively, “Members”). Members can do all the things that Visitors can do, and: (i) access non-public features and functionality available only to Members; (ii) create, access, manage, and update their own accounts on the Site; and (iii) interact with other Members of the Site (such content and information is collectively referred to as “Member Content”).

A “Buyer” is a Member who chooses to create an account through which the Member may create a profile ("Profile") and search Ingredients offered by Suppliers. A Buyer must be a registered business.

A “Supplier” is a Member who chooses to create an account through which the Member may create a Profile and post Ingredients offered to Buyers, and requests offered to growers (“Requests”) (“Profiles”, “Ingredients” and “Requests” are collectively referred to as “Posts”). A Supplier may include farms, grower groups or cooperatives, or registered businesses that offer Ingredients.

Posts

The Site and Services comprise an online network through which Suppliers and Buyers may post Listings and search Listings. Supplier Profiles and Listings are optimized for search engines.

As a Supplier, you acknowledge and agree that you are responsible for any and all Listings. Accordingly, you represent and warrant that any Listing and any resulting transaction (i) will not breach any agreements you have entered into with any third parties nor conflict with the rights of third parties (such as seed, dealer, manufacturer, wholesaler, retailer, broker, representative or distributor agreements), and (ii) will be in compliance with all applicable laws, rules and regulations that may apply (such as tax requirements and possessing the appropriate licensing, registration and insurance). Fieldcraft assumes no responsibility for a Member’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Fieldcraft makes no warranty or representation concerning the accuracy of information provided and is not liable for any losses or damages arising from any inaccuracy in the information provided by Members. Fieldcraft reserves the right, at any time and without prior notice, to remove or disable access to any Profile and/or Listing for any reason, including those that Fieldcraft, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site or Services.

You understand and agree that Fieldcraft is not a party to any agreement entered into between members, nor is Fieldcraft a food or agriculture broker, agent or insurer.

Guidelines

By accessing or using the Site or Services, you agree to comply with the following restrictions on use (“Guidelines”):

Fieldcraft has the right, but not the obligation, to review and remove content that, in our sole discretion, does not adhere to these Guidelines. We also reserve the right, in our sole discretion, to deny you access to the Site, or to any portion of the Site, without notice.

Content disclaimer

Member Content, opinions, advice, statements, offers, or other information made available through the Service, but not directly by Fieldcraft, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Fieldcraft does not guarantee the accuracy, completeness, or usefulness of any information on the Service.

Fieldcraft endeavors to provide Members a safe and secure platform on which to conduct business. Fieldcraft may choose to verify the identity of any member as we deem necessary, using email, website, IP address, public databases, third parties and mailed activation codes. Fieldcraft has no control over the Member Content advertised, or the ability of Members to provide or pay for the Ingredients. We therefore recommend that you always exercise due diligence and care when transacting business obtained from Fieldcraft.

Copyright complaints

Termination of Repeat Infringer Accounts. Fieldcraft respects the intellectual property rights of others and requests that the users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, Fieldcraft has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Service who are repeat infringers. We may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.

DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to Fieldcraft’s designated copyright agent at:

3903 S Congress Ave Unit 41717 Austin TX 78704

Counter-Notices. If you believe that your User Content that has been removed from the Site is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your Member Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:

If a counter-notice is received by the Fieldcraft copyright agent, we may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in our discretion) be reinstated on the Site in 10 to 14 business days or more after receipt of the counter-notice.

License grant

By posting any Member Content via the Services, you expressly grant to Fieldcraft, and you represent and warrant that you have a right to grant, a non-exclusive, unrestricted, unconditional, unlimited, royalty-free, sublicensable, transferable, irrevocable, non-exclusive, worldwide license to use, reproduce, publish, list information regarding, edit, translate and distribute such Member Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and Services.

Intellectual property

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Site and Services, including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Site and Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under this Agreement.

User consents to receive communications by email

or contractual purposes, you (i) consent to receive communications from Fieldcraft via the email address you have submitted; and (ii) agree that all Terms of Use, agreements, notices, disclosures, and other communications that we provide you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

We may also use your email address to send you other messages, including information about Fieldcraft and notifications about the Site and Services. You may opt out of such email by changing your account settings or emailing support@fieldcraft.com.

Privacy

Please see Fieldcraft’s Privacy Policy for information and notices concerning Fieldcraft’s collection and use of personal information.

Cancellation

You may cancel your Fieldcraft Account at any time via the “Cancel Account” feature of the Services or by sending an email to support@fieldcraft.com.

Warranty disclaimer

Limitation of damages and release

To the extent permitted by applicable law, in no event shall Fieldcraft, its affiliates, directors, or employees, or its licensors or partners, be liable to you for any loss of profits, use or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (i) the use, disclosure, or display of your member content; (ii) your use or inability to use the site or services; (iii) the service generally or the software or systems that make the service available; or (iv) any other interactions with Fieldcraft or any other user of site and services, whether based on warranty, contract, tort or any other legal theory, and whether or not Fieldcraft has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.

If you have a dispute with one or more users of the site or services, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a california resident, you waive california civil code §1542, which says: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Jurisdiction

These Terms will be interpreted in accordance with the laws of the State of Delaware and the United States of America, without regard to its conflict-of-law provisions. Any dispute will be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect.

General terms

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed consistent with applicable law. The remaining portions will remain in full force and effect. Any failure on the part of Fieldcraft to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

You agree that any cause of action related to or arising out of your relationship with Fieldcraft must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

Modification of terms of use

Fieldcraft can amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments. It is your sole responsibility to check the Site from time to time to view any such changes in the Agreement. If you continue to use the Site, you signify your agreement to our revisions to these Terms of Use. However, we will notify you of material chances to the terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact and profile information current. Any changes to these Terms of Use (other than as set forth in this paragraph) or waiver of Fieldcraft’s rights hereunder shall not be valid or effective except in a written agreement with Fieldcraft.