Terms and Conditions
FARM AND IMAGE PHOTOGRAPHY –
This photography Contract is made effective as of the date of farm application, by and between ShopSmallFarms LLC and THE FARMERS.
DESCRIPTION OF SERVICES: ShopSmallFarms LLC will be providing the online platform maybe be taking video and images of THE FARMERS farm and products. THE FARMERS may be uploading videos and images of their farm and farm products.
PERFORMANCE OF SERVICES: Images uploaded to the online portal will be supplied by THE FARMERS whenever possible. If ShopSmallFarms LLC takes photos of THE FARMERS farm ShopSmallFarms LLC agrees to take images of your farm and farm products to the best of our abilities, allowing for artistic expression, and meeting the need for web and or print. GBS will use digital photography and colour management consultancy knowledge to create photographs and video for commercials, YouTube and for the online Portal.
INDEMNIFICATION: THE FARMERS agree to indemnify and hold harmless ShopSmallFarms LLC from all claims, losses, expenses, fees, including attorney fees, costs, and judgments that may be asserted against you or the farm that result from the acts or omissions of ShopSmallFarms LLC, it’s members or any of its agents.
LENGTH OF PHOTOGRAPHY AGREEMENT: ShopSmallFarms LLC has the right to utilize all photographic materials listed here for as long as the farmer's membership with The ShopSmallFarm Portal is active and in good standing.
REQUIREMENTS: Farms who wish to use the Portal to sell CSA shares or Products, may be required to provide copies of licensing agreements and insurance to ensure proper documentation for sales in their home state and if selling outside the State, documentation to back up those sales. This can include: USDA Certification; MOFGA Certification; Home State Certification; Proof of Insurance; License to Sell; others may be requested depending on the items being listed online. ShopSmallFarms LLC will keep all farm information confidential and this information may need to be updated on an annual basis.
The terms below will govern the sale of Goods by THE FARMER to the Portal on or about February 1, 2017, with the end date determined by ShopSmallFarms LLC.
PRICING: Goods suggested prices and minimum order quantities of Goods will be posted on the member’s page and are determined solely by THE FARMER. CSA pricing suggestions and pricing suggestions for individual products can be sought out by THE FARMER from ShopSmallFarms LLC or Farm Services provided in the Farmers local area, and information about pricing may be posted on the Members Only section for education purposes.
PAYMENT: ShopSmallFarms LLC will pay farms using the online portal for CSA where ShopSmallFarms LLC is managing the CSA membership on a rotational bi-monthly basis. Customer payments made to THE FARMER through the online portal paid between the 1st and the 15th of the month will be paid on the 30th of the same month, payments made to THE FARMER from the 16th through the 31st of the month will be paid on the 15th of the following month.
SHIPPING: ShopSmallFarms LLC will not be responsible for shipping of any items. At this time all items will be available for pickup at farms or through arrangements with the individual FARMER.
RETURNS: ShopSmallFarms LLC will not be responsible for customer returns to THE FARMER.
DISCLAIMER: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THIS FARMER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE FARM GOODS. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY SELLER. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS OF CUSTOMER.
Apply to Farm Portal – Payment is processed, 3-5 business days notification if ShopSmallFarms LLC needs additional paperwork, photographs, contact information or any other data in order to complete farm registration.
Creation of Portal Page - 3-5 Business days to creation of farm portal page. This is the expected time for creation and may vary as season and demand increase, but will not exceed one month from the time of completed registration.
Updates to portal pages are made Monday's of each week, with exceptions for holidays, weather emergencies, or health emergencies.
REMEDIES: In additional to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe in sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract. CSA contracts handled by GBS will require additional contracting guidelines for payments from customers to THE FARMER.
FORCE MAJEURE: If the performance of this Contract or any Obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control reasonably timely written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm, or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, orlabor disputes. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act of omission shall be deemed within the reasonable control of a party of committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
DISPUTE RESOLUTION: The parties will attempt to resolve any dispute arising out of or relating to this contract through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out of or relating to this Contract will be submitted to mediation in accordance with any stator rules of mediation. If mediation does not successfully resolve the dispute, the parties may proceed to seek an alternative form of resolution in accordance with any other rights and remedies afforded to them by law.
BUYER-SELLER RELATIONSHIP: The relationship created by this agreement is solely a buyer-seller relationship. This agreement does not make either party the employee, agent, or legal representative of the other for any purpose whatsoever.
ENTIRE CONTRACT: This contract contains the entire Contract of the parties for the ShopSmallFarm Portal with the exception to any agreement concerning CSA accounts being handled by ShopSmallFarms LLC, and there are no other promises or conditions in any other contract whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
SEVERABILITY: If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
AMENDMENT: This Contract may be modified or amended in writing if the writing is signed by the party obligated under the amendment.
GOVERNING LAW: This agreement shall be governed by Maine State law. Any dispute arising from this agreement shall first be addressed by the parties through informal dispute resolution procedures conducted in good faith. If the parties do not resolve the dispute within thirty days of the date of the first dispute resolution meeting, the parties agree to mediate the dispute in a mutually agreed-upon place with a mutually agreed-upon mediator, the costs of which shall be borne equally by the parties. In the event the dispute is not resolved through mediation, the dispute shall be settled by binding arbitration before a single arbitrator in Bangor, Maine in accordance of the rules of the American Arbitration Association, and the parties agree that judgment upon the award rendered by the arbitrator shall be entered in a court of competent jurisdiction sitting in Bangor, Maine.
NOTICE: Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
WAIVER OF CONTRACTUAL RIGHT: The failure of either party to enforce any provision of this Contract shall not be construed as a waiver of limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
ASSIGNMENT: Neither party may assign or transfer this contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.