Farmerce Terms and Conditions
The following describes the terms on which FARMERCE offers you access to its services. By 1)
Initiating a buy or sell offer or 2) Pressing the “I AGREE” button, you hereby agree to and accept
the terms and conditions of this Agreement. If you do not accept all of the terms and
conditions, click on the “I Decline” button and do not use any of Farmerce’s services.
Farmerce may amend this Agreement at any time by posting the amended terms on Farmerce
member sites. The amended terms are effective 30 days from posting on the sites. This
Agreement may not be otherwise amended except in writing signed by both parties.
This User Agreement and all policies and additional terms posted on and in our sites,
applications, tools and services (collectively "Services") set out the terms on which Farmerce
offers you access to and use of our Services. You agree to comply with all terms of this User
Agreement when accessing or using our Services.
The entity you are contracting with is: Farmerce, LLC, 201 W Washington Ave. Ste. 200
Jonesboro, AR 72401
Please be advised that this User Agreement contains provisions that govern how claims you
and we have against each other are resolved (see "Disclaimer of Warranties; Limitation of
Liability" and "Legal Disputes" provisions below). It also contains an Agreement to Arbitrate
which will, with limited exception, require you to submit claims you have against us or our
agents to binding and final arbitration, unless you opt out of the Agreement to Arbitrate. If
you do not opt out: (1) you will only be permitted to pursue claims against us or our agents
on an individual basis, not as a plaintiff or class member in any class or representative action
or proceeding and (2) you will only be permitted to seek relief (including monetary,
injunctive, and declaratory relief) on an individual basis.
2. About Farmerce
Farmerce is a platform that allows users to offer, sell and buy agricultural products. The actual
contract for sale is directly between the seller and buyer. Farmerce is not a traditional
auctioneer. The products are produced, listed, and sold directly by independent Sellers.
Any guidance we provide as part of our Services, such as pricing, shipping, listing, and sourcing
is solely informational and you may decide to follow it or not. Also, while we may help facilitate
the resolution of disputes through various programs, Farmerce has no control over and does
not guarantee: the existence, quality, safety or legality of items advertised; the truth or
accuracy of users' content or listings; the ability of sellers to sell items; the ability of buyers to
pay for items; or that a buyer or seller will actually complete a transaction or return an item.
You acknowledge and agree that any transaction you enter into as either a buyer or seller does
not in any way carry any express or implied warranty regarding any items quality, safety, fitness
for any purpose, its authenticity, its origin and/or legal ownership or title, or even its legality.
Any legal claim related to or arising out of any item you purchase or sell through the Farmerce
app shall only be brought directly against the seller or buyer of the item. Under no
circumstances may Farmerce be made a party to any such claim or action.
By buying or selling goods or services on the Farmerce app, you agree to comply with any laws,
regulations, permits, manufacturer’s instructions or warranties regarding the sale, transfer, use,
or operation of those goods or services.
Farmerce facilitates electronic commerce for buyers and sellers on the Farmerce app.
Farmerce is not involved in the actual transaction between buyers and sellers. As a result,
Farmerce has no control over the quality, safety or legality of the items advertised, the accuracy
of the listings, the ability of sellers to sell items or the ability of buyers to buy items. Farmerce
cannot and does not control whether sellers will complete the sale of items they offer.
Farmerce cannot and does not control whether buyers will complete the purchase of items they
have committed to buy. In addition, note that there are risks of dealing with people acting
under false pretense. Because Farmerce does not and cannot control the action of others, in
the event that you have a dispute with one or more users, you release Farmerce (and its agents
and employees, member sites partners and any third party partners and/or licensees) from
claims, demands and damages (actual and consequential) of any kind and nature, known and
unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way
connected with such disputes. If you are a Delaware resident, you waive Delaware 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.” For legal reasons, Farmerce
cannot control the information provided by other users that is made available through its
system. Farmerce expects that you will use caution – and common sense – when using its
3. Using Farmerce
You shall comply with all applicable laws, statutes, ordinances, and regulations while using the
Farmerce network. By participating on the Farmerce network, buyers and sellers understand
that they are creating electronic contracts between the buyers and sellers for the sale and
purchase of products, which immediately satisfies the writing and signatory requirements as
outlined by the Statute of Frauds and Commercial Codes of the jurisdiction(s) involved in the
transaction(s). For purposes of reporting and record keeping, all sales of synthetic or biological
pesticides, fertilizers and/or soil conditioners, occur in the jurisdiction where the seller is
authorized to sell such products. Buyers understand that they are reaching out into interstate
commerce to procure products from sellers domiciled in diverse jurisdictions.
In connection with using or accessing our Services you will not:
● post, list or upload content or items in inappropriate categories or areas on our sites;
● breach or circumvent any laws, regulations, third-party rights or our systems, Services,
policies, or determinations of your account status;
● use our Services if you are not able to form legally binding contracts (for example, if you
are under 18 years old), or are temporarily or indefinitely suspended from using our
Services, or are a person with whom transactions are prohibited under economic or
● fail to pay for items purchased by you, unless you have a valid reason as set out in a
Farmerce policy, for example, the seller has materially changed the item's description
after you bid, a clear typographical error is made, or you cannot contact the seller;
● fail to deliver items sold by you, unless you have a valid reason as set out in an Farmerce
policy, for example, the buyer fails to comply with the posted terms in your listing or
you cannot contact the buyer;
● manipulate the price of any item or interfere with any other user's listings;
● post false, inaccurate, misleading, deceptive, defamatory, or libelous content;
● take any action that may undermine the feedback or ratings systems;
● transfer your Farmerce account (including Feedback) and user ID to another party
without our consent;
● distribute or post spam, unsolicited or bulk electronic communications, chain letters, or
● distribute viruses or any other technologies that may harm Farmerce or the interests or
property of users;
● use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or
other automated means to access our Services for any purpose, except with the prior
express permission of Farmerce;
● interfere with the functioning of our Services, such as by imposing an unreasonable or
disproportionately large load on our infrastructure;
● export or re-export any Farmerce application or tool, except in compliance with the
export control laws, and rules and policies of any relevant jurisdictions;
● infringe the copyright, trademark, patent, publicity, moral, database, and/or other
intellectual property rights (collectively, "Intellectual Property Rights") that belong to or
are licensed to Farmerce. Some, but not all, actions that may constitute infringement
are reproducing, performing, displaying, distributing, copying, reverse engineering,
decompiling, disassembling, or preparing derivative works from content that belongs to
Farmerce or someone else;
● infringe any Intellectual Property Rights that belong to third parties affected by your use
of our Services or post content that does not belong to you;
● commercialize any Farmerce application or any information or software associated with
such application, except with the prior express permission of Farmerce;
● harvest or otherwise collect information about users without their consent; or
● circumvent any technical measures used to provide our Services.
If we believe you are abusing Farmerce and/or our Services in any way, we may, in our sole
discretion and without limiting other remedies, limit, suspend, or terminate your user
account(s) and access to our Services, delay or remove hosted content, remove any special
status associated with your account(s), remove, not display, and/or demote listings, reduce or
eliminate any discounts, and take technical and/or legal steps to prevent you from using our
If we believe you are violating our policies prohibiting offering to buy or sell outside of
Farmerce, you may be subject to a range of actions, including limits on your buying and selling
privileges, restrictions on listings and account features, suspension of your account, application
of fees, and recovery of expenses for policy monitoring and enforcement. If you are a seller and
you offer or reference your contact information or ask a buyer for their contact information in
the context of buying or selling outside of Farmerce, you may be liable to pay a final value fee
applicable to that item, even if the item does not sell.
We may cancel unconfirmed accounts or accounts that have been inactive for a substantial
period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of
our Services to anyone for any reason at our discretion.
Your Information includes any information you provide to us or other users during the
registration, buying or selling process. Your Information and the sale of your item(s) shall not:
(a) knowingly infringe any third party’s United States copyright, patent, trademark, trade secret
or other proprietary rights or rights of publicity or privacy; (b) violate any law, statute,
ordinance or regulation (including, without limitation, those governing export control,
consumer protection, unfair competition, antidiscrimination, false advertising, transportation of
hazardous material, or sale, distribution and use of pesticides (c) be defamatory, trade libelous,
unlawfully threatening, or unlawfully harassing; (d) contain any viruses, Trojan horses, worms,
time bombs, cancelbots or other computer programming routines that are intended to damage,
detrimentally interfere with, surreptitiously intercept or expropriate any system, data or
personal information; and (e) link directly to or include descriptions of goods or services that: (i)
are identical to other items you have listed for sale but are priced lower than your item’s
minimum amount; (ii) are concurrently listed for sale anywhere other than the host website; or
(iii) you do not have a right to link to or include. Furthermore, you may not post or sell through
the Farmerce network any item that, by paying to Farmerce the transaction fee, could cause it
to violate any applicable law, statute, ordinance or regulation.
4. Policy Enforcement
When a buyer or seller issue arises, we may consider the user's performance history and the
specific circumstances in applying our policies. We may choose to be more lenient with policy
enforcement in an effort to do the right thing for both buyers and sellers.
5. Fees and Taxes
Farmerce will charge a transaction fee of 6% of the winning bid. We may change our seller
fees from time to time by posting the changes on the Farmerce site 14 days in advance, but
with no advance notice required for temporary promotions or any changes that result in the
reduction of fees.
If you are a seller, you are liable for transaction fees arising out of all sales made using some
or all of our Services, even if sales terms are finalized or payment is made outside of
Farmerce. In particular, if you offer or reference your contact information or ask a buyer for
their contact information in the context of buying or selling outside of Farmerce, you may be
liable to pay a 6% fee applicable to that item, even if the item doesn't sell, given your usage
of our Services for the introduction to a buyer.
You must have a payment method on file when selling through our Services and pay all fees
and applicable taxes associated with our Services by the payment due date. If your payment
method fails or your account is past due, we may collect amounts owed by charging other
payment methods on file with us, retain collection agencies and legal counsel, suspend or
limit Services, and for accounts over 60 days past due, request that PayPal deduct the amount
owed from your PayPal account balance. In addition, you will be subject to late fees.
Farmerce, or the collection agencies we retain, may also report information about your
account to credit bureaus, and as a result, late payments, missed payments, or other defaults
on your account may be reflected in your credit report.
Sales tax or other tax collection and payment (where applicable) are not the responsibility of
Farmerce. Buyers certify that they are exempt from state sales taxes. If they are not exempt,
they will pay all applicable taxes, fees, surcharges, or other such similar assessments.
Seller fees do not purchase exclusive rights to item exposure on our Services. We may display
third-party advertisements (including links and references thereto) or other content in any part
of our Services, in our sole discretion and without consent from, or payment, fee reduction, or
other credit to, sellers.
6. Listing Conditions
When listing an item for sale on our Services, you agree to comply with Farmerce's policies and
● You assume full responsibility for the item offered and the accuracy and content of the
● Your listing may not be immediately searchable by keyword or category for several
hours (or up to 24 hours in some circumstances). Farmerce cannot guarantee exact
● Content that violates any of Farmerce's policies may be modified, obfuscated or deleted
at Farmerce's sole discretion,
● We may revise product data associated with listings to supplement, remove, or correct
● Metatags and URL links that are included in a listing may be removed or altered so as to
not affect third-party search engine results,
● We may provide you with optional recommendations to consider when creating your
listings. Such recommendations may be based on the aggregated sales and
performance history of similar sold and current listings; results may vary for individual
listings. To drive the recommendations experience, you agree that we may display the
sales and performance history of your individual listings to other sellers,
● For items listed in certain categories, subject to certain programs, and/or offered or
sold at certain price points, Farmerce may require the use of certain payment
methods. For example, for inventory covered by authentication services, buyer and
sellers may be subject to escrow, screening, shipping, and/or payment handling
7. Purchase Conditions
When buying an item on our Services, you agree that:
● You are responsible for reading the full item listing before making a bid or committing to
● You enter into a legally binding contract to purchase an item when you commit to buy
an item, your offer for an item is accepted, or if you have the winning bid (or your bid is
● We do not transfer legal ownership of items from the seller to the buyer,
● Uniform Commercial Code § 2-401(2) applies to the transfer of ownership between the
buyer and the seller unless the buyer and the seller agree otherwise.
8. Regulatory Policy. Farmerce supports the adherence to regulatory and stewardship
responsibilities by buyers and sellers of chemicals. Although Farmerce does not take title to any
products sold, it recognizes the importance of managing and archiving all transaction data to
adhere to these laws. While transactions taking place may be anonymous, all information
collected relating to the sale of products, licensing and registration of buyers and sellers, and
customer profiles will be made available to regulatory officials in the event of an emergency or
to meet the requirements of federal, state, and local authorities. Any user providing false or
inaccurate information to conduct transactions will therefore be subject to prosecution as
prescribed by federal and/or state law. Farmerce reserves the right to deny use of the network
to any party it believes to be providing false or misleading information.
9. Product Quality Policy. Sellers certify that products offered through the Farmerce network to
be first quality products in the original packaging. Furthermore, Sellers posting products
warrant that the items are properly identified and free from defect or alteration, recognizing
that potential buyers are relying upon this information and are offered for sale within any
labeled shelf life of the product.
10. Product Descriptions. Farmerce strives to bring the most up-to-date product information
available via product labels supplied by its industry recognized information providers. This
information is made available through the Farmerce network for the convenience of its users.
However, the information is not verified or substantiated by Farmerce, may not be timely and
Farmerce cannot be held responsible for any third party’s inaccuracies or omissions.
Information contained on the Farmerce network is for illustrative purposes only and is not to be
considered the actual product label. Correct documentation, product labeling, packaging, and
transportation information remains the responsibility of the seller.
A.) With respect to chemical transactions, details on each product, including product
descriptions, brand names, labels, MSDS’, DOT information, Federal and State Product
Registration Numbers and Establishment Numbers, Worker Protection Information and SARA
title III reporting information, are available from the supplier or manufacturer of the product.
11. Product Labeling Policy. Products must be properly labeled in compliance with all Federal
and applicable State regulations. Compliance is the responsibility of the seller.
12. Product Registration.
A.) With respect to chemicals, only products registered in accordance with the Federal
Insecticide, Fungicide and Rodenticide Act may be offered for sale. In addition, products sold
into a particular state must be registered for sale and/or use in that state. It is the responsibility
of the seller to insure that only properly registered products are sold to buyers.
When you provide content using our Services (directly or indirectly), you hereby grant and have
granted us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable
(through multiple tiers) right to exercise any and all Intellectual Property Rights you have in that
content in connection with our provision, expansion, and promotion of our Services, in any
media known now or developed in the future. To the fullest extent permitted under applicable
law, you waive your right to enforce your Intellectual Property Rights in that content against
Farmerce, our assignees, our sublicensees, and their assignees in connection with our, those
assignees’, and those sublicensees’ use of that content in connection with our provision,
expansion, and promotion of our Services.
You represent and warrant that, for all such content you provide, you own or otherwise control
all necessary rights to do so and to meet your obligations under this User Agreement. You
represent and warrant that such content is accurate. You represent and warrant that use of any
such content (including derivative works) by us, our users, or others in contract with us, and in
compliance with this User Agreement, does not and will not infringe any Intellectual Property
Rights of any third party. Farmerce takes no responsibility and assumes no liability for any
content provided by you or any third party.
Farmerce is not liable for any errors or omissions in that information or content or for any
damages or loss you might suffer in connection with same. You hereby release Farmerce from
all liability for you having acquired or not acquired Content through the services.
We try to offer reliable product data, but cannot promise that the content provided through
our Services will always be available, accurate, complete, and up-to-date. You agree that
Farmerce is not responsible for examining or warranting the listings or content provided by
third parties through our Services, and that you will not attempt to hold us or our data
providers liable for inaccuracies.
The name “Farmerce” and other Farmerce marks, logos, designs, and phrases that we use in
connection with our Services are trademarks, service marks, or trade dress of Farmerce in the
U.S. and other countries. They may not be used without the express written prior permission of
14. Transportation Warrant. With respect to transportation facilitated by Farmerce or its
agent, Farmerce warrants only that the carrier retained on the seller’s behalf is authorized and
qualified to handle the involved products and that shipper information given to Farmerce or its
agent is transmitted to the carrier at or before the time of shipment. Farmerce charges a
logistics fee ranging between $0 to $75 per trade for fixed facilitation cost that is paid by seller.
Shipping fees are calculated in the app and added to each winning bid automatically.
15. Fulfillment Policy: PROPERTY OF SELLER UNTIL DELIVERED
A.) For those chemical transactions in which the seller is required to utilize Farmerce
1.) Notwithstanding paragraph 14, seller appoints Farmerce, or its agent, as the Seller’s agent
for the limited purpose of facilitating transportation on the Seller’s behalf to affect all sales as
F.O.B. to the place of destination.
2.) Freight Partners. To maintain the lowest-cost-possible, Farmerce only facilitates shipments
via its freight partners. These partners are various regional and national carriers that have been
specifically selected for their ability to provide service and anonymity for Farmerce customers.
United Parcel Service (UPS) may be used for high value, low volume shipments. Farmerce will
make the determination of the best freight company for each transaction. All freight charges
are included in the funds transfer.
3.) Shipping Time. Farmerce facilitates the shipment of items for receipt within fourteen days of
close of the transaction barring any unforeseen circumstances out of Farmerce’s control such as
verification of buyer funds or licenses, regulatory issues, weather, or product delay.
4.) Freezable Products. Products that are susceptible to damage by freezing temperatures and
are scheduled to travel though areas of the country experiencing sub-freezing levels will be held
until conditions improve. The buyer may assume the risk of shipping a freezable product by
providing a written authorization of release. Farmerce will not be responsible for any product
damage that may occur due to freezing.
5.) Additional Charges. Freight costs are determined by a careful evaluation of important
factors such as address, quantity, weight, liftgate requirements, and hazardous materials.
Therefore, any changes made to these factors after a trade closes will incur additional fees that
will be billed to the responsible party. Sellers are responsible for any truck detention charges at
the loading site. Buyers are responsible for any accessorial charges at the unloading site,
including redirection of the freight to another address. Validation will be required from the
carrier before charges are assessed. Additional charges for which the seller is responsible will
be deducted from their sales proceeds. If payment has already been remitted, funds equal to
the additional charges will be deducted from the seller’s bank account directly via ACH.
Additional charges for which the buyer is responsible will be deducted from the buyer’s bank
account directly via ACH or charged to the same credit card used to make the purchase.
6.) Product Ownership. All Sellers shall be the named shipper and beneficial owner of the
product until received by the buyer. Notwithstanding Farmerce’s assistance in doing so, Seller
shall be responsible for preparation of a conforming bill of lading, or for the preparation of a
conforming UPS shipping label. Upon request, Shipper will show Farmerce as the consignee.
Shipper shall provide all other shipping documents, including placards, if necessary, when
tendering shipments for transit. Routing instructions, including the identity of the Buyer when
Farmerce is named as the consignee, shall be provided by Farmerce or its agent to the
delivering carrier on a blind shipment basis. ??? PLEASE TELL ME IF YOU WANT TO KEEP THE
7.) Transportation Incidents. It is the responsibility of the Seller to include a 24-hour emergency
telephone number (such as Chemtrec) on all bills of lading and documents related to the
shipment of the products. Resolution of the cost of cleanup will be between the transportation
carrier and the Seller. Costs related to package failure are the responsibility of the Seller.
8.) Freight Damage. If your package was damaged in transit Farmerce will assist you with your
claim to the freight provider. See Returns and Claims Policy below.
9.) Returns and Claims Policy. All trades are final and non-returnable upon 48 hours after
delivery. ??? HOW DO YOU WANT TO HANDLE THIS???Buyer must file a claim through the
application at the time of delivery.
(a.) It is the buyer’s responsibility to carefully examine the shipment upon arrival before signing
the Delivery Notice or Bill of Lading indicating that the shipment has been received in good
order. If a product arrives damaged, the buyer must note any visible damage on the Delivery
Notice or Bill of Lading at the time of delivery. TheAt the time of delivery, the buyer then has
48 hours tomust fully inspect the product, report and reject non-conforming goods, or report
a claim of any kind through the Farmerce Application. In most cases, the buyer should accept
the shipment, note any discrepancies on the delivery documents, and file a claim with the
carrier through the Farmerce Application to recover any damages. In the unlikely event the
shipment is damaged in transit, Farmerce will file a claim with the carrier. If the buyer does
not contact Farmerce within 48 hoursat the time of delivery, Farmerce will be unable to assist
with claims of any kind.
(b.) In the case of extensive damage, or some condition that makes the shipment unsuitable
overall, the buyer may reject the shipment altogether. In this situation, the seller will be
responsible for filing a claim with the carrier through Farmerce. The buyer should immediately
call Farmerce within 48 hours for assistance in resolving the problem. Please be prepared to
explain the problem in detail. If the problem is outside the responsibilities of the carrier (e.g.,
the wrong product, the wrong quantity, improperly labeled, not in its original container or
otherwise different than the product represented by the seller), then Farmerce will resolve the
matter on a case-by-case basis. If the buyer and seller disagree as to who is in error, both
parties agree to arbitration by Farmerce, its agent or other impartial arbitration service
provider. If the seller is at fault due to negligence or misrepresentation of the product, then the
seller will be held responsible for all transportation and handling costs incurred as a result of
the entire transaction, including roundtrip freight and any inspection and arbitration costs. If
the buyer is determined to be in error, then the buyer must accept the goods as received at the
agreed price and pay for any inspection and arbitration costs. If the buyer does not contact
Farmerce within 48 hoursat the time of delivery, Farmerce will be unable to assist with claims
of any kind.
(c.) If upon resolution, return shipping is required, Farmerce will arrange transportation with
one of its carriers and issue the appropriate documentation. No return shipments shall be made
without the approval and authorization of Farmerce.
16. Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant
to Section 512(c) of Title 17 of the United States Code
We respond to notices of alleged copyright infringement under the United States Digital
Millennium Copyright Act. Farmerce’s Verified Rights Owner (VeRO) program works to ensure
that items and content using our Services do not infringe upon the copyright, trademark, or
certain other intellectual property rights of third parties. If you believe that your intellectual
property rights have been infringed, please notify our VeRO team and we will
investigate. Please contact our VeRO team at ???.
17. Privacy of Others; Marketing
If Farmerce provides you with information about another user, you agree you will use the
information only for the purposes that it is provided to you. You may not disclose, sell, rent, or
distribute a user's information to a third party for purposes unrelated to our Services.
Additionally, you may not use user information for marketing purposes, via electronic or other
means, unless you obtain the consent of the specific user to do so.
18. Disclaimer of Warranties; Limitation of Liability
We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee
the continuous operation of or access to our Services. Bid update and other notification
functionality in Farmerce's applications may not occur in real time. Such functionality is subject
to delays beyond Farmerce's control.
You are making use of our Services at your own risk. FARMERCE, ITS SUPPLIERS, ITS MEMBER
SITE PARTNERS AND ANY THIRD PARTY PARTNERS AND/OR LICENSEES OF FARMERCE PROVIDE
THE NETWORK AND ITS SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION.
FARMERCE, ITS SUPPLIERS, ITS MEMBER SITE PARTNERS AND ANY THIRD PARTY PARTNERS
AND/OR LICENSEES OF FARMERCE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Accordingly, to the extent permitted by applicable law, we exclude all express or implied
warranties, terms and conditions including, but not limited to, implied warranties of
merchantability, fitness for a particular purpose, and non-infringement.
In addition, to the extent permitted by applicable law, we (including our parent, subsidiaries,
and affiliates, and our and their officers, directors, agents and employees) are not liable, and
you agree not to hold us responsible, for any damages or losses (including, but not limited to,
loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or
consequential damages) resulting directly or indirectly from:
● the content you provide (directly or indirectly) using our Services;
● your use of or your inability to use our Services;
● pricing, shipping, format, or other guidance provided by Farmerce;
● delays or disruptions in our Services;
● viruses or other malicious software obtained by accessing or linking to our Services;
● glitches, bugs, errors, or inaccuracies of any kind in our Services;
● damage to your hardware device from the use of any Farmerce Service;
● the content, actions, or inactions of third parties, including items listed using our
Services or the destruction of allegedly fake items;
● a suspension or other action taken with respect to your account or breach of the
Abusing Farmerce Section above;
● the duration or manner in which your listings appear in search results as set out in the
Listing Conditions Section above; or
● your need to modify practices, content, or behavior, or your loss of or inability to do
business, as a result of changes to this User Agreement or our policies.
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such
disclaimers and exclusions may not apply to you.
IN NO EVENT SHALL FARMERCE, ITS SUPPLIERS, ITS MEMBER SITE PARTNERS AND ANY THIRD
PARTY PARTNERS AND/OR LICENSEES OF FARMERCE BE LIABLE FOR LOST PROFITS OR ANY
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (including NEGLIGENCE) ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT OR THE NETWORK.
Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any
third party is limited to the greater of (a) the amount of fees in dispute not to exceed the total
fees, which you paid to us in the one (1) month prior to the action giving rise to the liability, or
If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries,
and our and their respective officers, directors, employees and agents) 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. In entering into this release, you expressly
waive any protections (whether statutory or otherwise) that would otherwise limit the
coverage of this release to include only those claims which you may know or suspect to exist
in your favor at the time of agreeing to this release.
You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their
respective officers, directors, employees, agents) harmless from any claim or demand, including
reasonable legal fees, made by any third party due to or arising out of your breach of this User
Agreement, your improper use of our Services or your breach of any law or the rights of a third
21. Legal Disputes
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A
SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND FARMERCE HAVE AGAINST EACH OTHER
In this Legal Disputes Section, the term “related third parties” includes your and Farmerce’s
respective affiliates, subsidiaries, parent companies, predecessors, successors, assigns, as
well as your, Farmerce’s, and these entities’ respective employees and agents.
You and Farmerce agree that any claim or dispute at law or equity that has arisen, or may
arise, between you and Farmerce (or any related third parties) that relates in any way to or
arises out of this or previous versions of this User Agreement, your use of or access to the
Services, the actions of Farmerce or its agents, or any products or services sold or purchased
through the Services, will be resolved in accordance with the provisions set forth in this Legal
A. Applicable Law
You agree that, except to the extent inconsistent with or preempted by federal law, the laws of
the State of Arkansas, without regard to principles of conflict of laws, will govern this User
Agreement and any claim or dispute that has arisen or may arise between you and Farmerce,
except as otherwise stated in this User Agreement.
B. Agreement to Arbitrate
You and Farmerce each agree that any and all disputes or claims that have arisen, or may
arise, between you and Farmerce (or any related third parties) that relate in any way to or
arise out of this or previous versions of the User Agreement, your use of or access to our
Services, the actions of Farmerce or its agents, or any products or services sold, offered, or
purchased through our Services shall be resolved exclusively through final and binding
arbitration, rather than in court. Alternatively, you may assert your claims in small claims
court, if your claims qualify and so long as the matter remains in such court and advances
only on an individual (non-class, non-representative) basis. The Federal Arbitration Act
governs the interpretation and enforcement of this Agreement to Arbitrate.
1. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND FARMERCE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE
OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER
IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL
ACTION OR PROCEEDING. UNLESS BOTH YOU AND FARMERCE AGREE OTHERWISE, THE
ARBITRATOR 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, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION
OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING
MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE
INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO
PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF
AWARDED CANNOT AFFECT OTHER USERS. If a court decides that applicable law
precludes enforcement of any of this paragraph's limitations as to a particular claim or a
particular request for a remedy (such as a request for injunctive relief), then that claim
or that remedy request (and only that claim or that remedy request) must be severed
from the arbitration and may be brought in court, subject to your and Farmerce's right
to appeal the court's decision. All other claims will be arbitrated.
2. Arbitration Procedures
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator
instead of a judge or jury, and court review of an arbitration award is very limited.
However, an arbitrator can award the same damages and relief on an individualized
basis that a court can award to an individual. An arbitrator should apply the terms of the
User Agreement as a court would. All issues are for the arbitrator to decide, except that
issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate,
or the interpretation of Section 1 of this Agreement to Arbitrate ("Prohibition of Class
and Representative Actions and Non-Individualized Relief"), shall be for a court of
competent jurisdiction to decide.
The arbitration will be conducted by the American Arbitration Association ("AAA") under
its rules and procedures, including the AAA's Consumer Arbitration Rules and the AAA’s
Commercial Arbitration Rules (as applicable), as modified by this Agreement to
Arbitrate. The AAA's rules are available at www.adr.org. In the event that the AAA is
unavailable to administer the arbitration, another administrator will be selected by the
parties or the court.
A party who intends to seek arbitration must first send to the other, by certified mail, a
valid Notice of Dispute ("Notice"), which may be downloaded at this link. The Notice to
Farmerce must be sent to Farmerce Inc., Attn: Litigation Department, Re: Notice of
Dispute, 201 W Washington Ave. Ste. 200 Jonesboro, AR 72401.
Farmerce will send any Notice to you to the physical address we have on file associated
with your Farmerce account; it is your responsibility to keep your physical address up to
date. To be valid, you must personally sign the Notice and complete all information on
the Notice form, including a description of the nature and basis of the claims you are
asserting, the specific relief sought, and the email address and phone number
associated with your account.
If you and Farmerce are unable to resolve the claims described in a valid Notice within
30 days after Farmerce receives that Notice, you or Farmerce may initiate arbitration
proceedings. A form for initiating arbitration proceedings is available on the AAA's site
at www.adr.org. In addition to filing this form with the AAA in accordance with its rules
and procedures, the party initiating the arbitration must mail a copy of the completed
form to the opposing party. You may send a copy to Farmerce at the following address:
Farmerce, Inc., Attn: Litigation Department, 201 W Washington Ave. Ste. 200 Jonesboro,
In the event Farmerce initiates an arbitration against you, it will send a copy of the
completed form to the physical address we have on file associated with your Farmerce
account. Any settlement offer made by you or Farmerce shall not be disclosed to the
The arbitration hearing shall be held in Craighead County, Arkansas ??? the county in
which you reside or at another mutually agreed location.. Where no disclosed claims or
counterclaims exceed $25,000, the dispute shall be resolved by the submission of
documents only, subject to the arbitrator's discretion to require an in-person hearing, if
the circumstances warrant. In cases where an in-person hearing is held, you and/or
Farmerce may attend by telephone, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with applicable law,
including recognized principles of equity, and will honor all claims of privilege
recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations
involving different users, but is bound by rulings in prior arbitrations involving the same
Farmerce user to the extent required by applicable law. The arbitrator's award shall be
final and binding and judgment on the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof.
3. Costs of Arbitration
Payment of all filing, administration and arbitrator fees will be governed by the AAA's
rules, unless otherwise stated in this Agreement to Arbitrate. If you complied with the
Notice of Dispute procedures of Section 2 of this Agreement ("Arbitration Procedures")
and the value of the relief sought is $10,000 or less, at your request, Farmerce will pay
all administration and arbitrator fees associated with the arbitration. Any request for
payment of fees by Farmerce should be submitted by mail to the AAA along with your
Demand for Arbitration and Farmerce will make arrangements to pay administration
and arbitrator fees directly to the AAA. In the event the arbitrator determines the
claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Farmerce
for all fees associated with the arbitration paid by Farmerce on your behalf that you
otherwise would be obligated to pay under the AAA's rules.
With the exception of any of the provisions in Section 1 of this Agreement to Arbitrate
("Prohibition of Class and Representative Actions and Non-Individualized Relief"), if an
arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or
unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
5. Opt-Out Procedure
IF YOU ARE A NEW USER OF OUR SERVICES, YOU CAN CHOOSE TO REJECT THIS
AGREEMENT TO ARBITRATE ("OPT-OUT") BY MAILING US A WRITTEN OPT-OUT
NOTICE ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER
THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST
TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO FARMERCE INC., ATTN: LITIGATION
DEPARTMENT, RE: OPT-OUT NOTICE, 201 W Washington Ave. Ste. 200 Jonesboro, AR
??? DO YOU WANT TO INCLUDE THE NOTICE LISTED BELOW ???
For your convenience, we are providing an Opt-Out Notice form. You must complete
and mail that to us in order to opt out of the Agreement to Arbitrate. You must
complete the Opt-Out Notice form by providing the information called for in the form,
including your name, address (including street address, city, state and zip code), and the
user ID(s) and email address(es) associated with the Farmerce Service account(s) to
which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This
procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out
of the Agreement to Arbitrate, all other parts of this User Agreement and its Legal
Disputes Section will continue to apply to you. Opting out of this Agreement to Arbitrate
has no effect on any previous, other, or future arbitration agreements that you may
have with us.
6.5. Future Amendments to the Agreement to Arbitrate
Notwithstanding any provision in the User Agreement to the contrary, you and we agree
that if we make any amendment to this Agreement to Arbitrate (other than an
amendment to any notice address or site link provided herein) in the future, that
amendment shall not apply to any claim that was filed in a legal proceeding against
Farmerce prior to the effective date of the amendment. The amendment shall apply to
all other disputes or claims governed by the Agreement to Arbitrate that have arisen or
may arise between you and Farmerce. We will notify you of amendments to this
Agreement to Arbitrate by posting the amended terms on www.Farmerce.com at least
30 days before the effective date of the amendments and by providing notice through
the Farmerce Message Center and/or by email. If you do not agree to these amended
terms, you may close your account within the 30-day period and you will not be bound
by the amended terms.
C. Judicial Forum for Legal Disputes
Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is
found not to apply to you or to a particular claim or dispute, either as a result of your decision
to opt out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court
order, you agree that any claim or dispute that has arisen or may arise between you and
Farmerce must be resolved exclusively by a state or federal court located in Jonesboro,
Arkansas. You and Farmerce agree to submit to the personal jurisdiction of the courts located
within Craighead County, Arkansas for the purpose of litigating all such claims or disputes.
Except as otherwise provided in this User Agreement, if any provision of this User Agreement is
held to be invalid, void or for any reason unenforceable, such provision shall be struck out and
shall not affect the validity and enforceability of the remaining provisions. In our sole discretion,
we may assign this User Agreement, and in such event, we will post notice
Headings are for reference purposes only and do not limit the scope or extent of such Section.
Our failure to act with respect to a breach by you or others does not waive our right to act with
respect to subsequent or similar breaches. We do not guarantee we will take action against all
breaches of this User Agreement.
We may amend this User Agreement at any time by posting the amended terms on
www.FarmersCommerce.com. Our right to amend the User Agreement includes the right to
modify, add to, or remove terms in the User Agreement. We will provide you 30 days' notice by
posting the amended terms. Additionally, we will notify you through the Farmerce Message
Center and/or by email. Your continued access or use of our Services constitutes your
acceptance of the amended terms. We may also ask you to acknowledge your acceptance of
the User Agreement through an electronic click-through. This User Agreement may not
otherwise be amended except through mutual agreement by you and an Farmerce
representative who intends to amend this User Agreement and is duly authorized to agree to
such an amendment.
The policies and terms posted on our Services may be changed from time to time. Changes take
effect when we post them on the Farmerce Service.
Farmerce may terminate your right to use this network and any of your pending transactions
immediately if you breach this Agreement or if it is unable to verify or authenticate any
information you provide to Farmerce.
If you create or use an account on behalf of a business entity, you represent that you are
authorized to act on behalf of such business and bind the business to this User Agreement.
Such account is owned and controlled by the business entity. No agency, partnership, joint
venture, employee-employer or franchiser-franchisee relationship is intended or created by this
The User Agreement and all terms and polices posted through our Services set forth the entire
understanding and agreement between you and Farmerce, and supersede all prior
understandings and agreements of the parties.
The following Sections survive any termination of this User Agreement: Fees, Content,
Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, and
If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report
complaints to the Complaint Assistance Unit of the Division of Consumer Services of the
California Department of Consumer Affairs by contacting them in writing at 400 R Street,
Sacramento, CA 95814, or by telephone at (800) 952-5210.