Terms & Conditions
For all services by Sandco
Effective date: April 1st, 2018.
“Account” refers to the Customer’s account whereby Customer registers for and accesses the Service.
“Brand Features” means any trade names, trademarks, logos, domain names, or other distinctive items that represent Customer or Sandco, respectively.
“Sandco” means the company Sandco, registered in the Netherlands, Europe.
“Paid Plan” refers to an Account which includes access to additional features/functionality, sessions per month, or storage based on a Subscription to a Standard Plan or Enterprise Plan.
“Proprietary Rights” means, without limitation, any patent, copyright, trademark, trade secret, design, database right, business name, domain name, layout, design or other intellectual property or Proprietary Right, whether registered or not and whether registrable or not, as may exist anywhere in the world.
“Courses” refers to the different courses offered on www.farmishcollective.com – all information concerning pricing, content and goals of the course can be found on this page.
“Membership” refers to a membership account on the Farmish Collective website – all information concerning pricing, content and goals of the membership can be found on this page.
“Services” refers to the courses, membership and any other services Sandco or the Farmish Collective may be offering.
“Website” means a collection of one or more web pages that Customer owns, controls, or operates.
For a Paid Plan, Customer will be billed automatically via credit card, PayPal, or invoice, depending on the Subscription. The bill amount shall include the applicable fees for the Subscription.
If the Customer is invoiced, invoices will be sent to the Customer at the beginning of the billing cycle via electronic mail and must be paid within thirty (30) days of receipt. A late fee will be charged at a rate of five percent (5%) per month on undisputed overdue amounts. If payments on undisputed amounts are not received within thirty (30) days, Sandco reserves the right to suspend access to the Service.
Term and Termination for the Membership
Details on the terms of the Membership will be disclosed when the Membership becomes available for purchase or subscription.
Account and Security.
Customer is responsible for safeguarding the confidentiality of login credentials issued by Sandco and for any use or misuse of the Service resulting from unauthorized access. Customer agrees to notify Sandco immediately in the event of a security breach or unauthorized access to the Account or Service. Sandco may, from time to time, login to Customer’s Account to make improvements or troubleshoot technical issues. Customer hereby consents to such access.
Except as otherwise provided in this Agreement, Customer will not nor will Customer allow any third party to
(i) copy, modify, adapt, translate, or otherwise create derivative works of the Courses or the Membership;
(ii) rent, lease, sell, assign or otherwise transfer rights in or to the Courses or the Membership;
(iv) remove any proprietary notices or labels on the Courses or the Membership; or
(v) use, post, transmit or introduce any device, software, or routine which interferes or attempts to interfere with the operation of the Course or the Membership.
Customer will use the Courses and Memberships solely for its personal use, and will not make them available for access by other parties. Customer will comply with all applicable laws and regulations in Customer’s use of and access to the Account, Documentation, Reports, Service, and Software.
“Confidential Information” includes any proprietary data or other information disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in writing and marked “confidential” or disclosed orally and, within five (5) business days, reduced to writing and marked “confidential”. Notwithstanding the foregoing, Confidential Information will not include any information that:
(a) is or becomes public knowledge other than as a result of a breach of this Agreement or other obligation of confidentiality;
(b) the Recipient can show was in its unrestricted possession, known to it before the date of this Agreement or independently developed by it before being disclosed under this Agreement;
(c) is disclosed or made available to the Recipient by a third party other than in breach of this Agreement or other obligation of confidentiality; or
(d) is disclosed by the Recipient with the prior written permission of the Disclosing Party.
Neither party will use or disclose the other party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law enforcement personnel, regulation, court order, or administrative agency, in which case, the Recipient must give the Disclosing Party as much notice as is reasonably practicable (and permitted by law) prior to disclosing such information. Upon termination of Customer’s Subscription, the parties will promptly either return or destroy all Confidential Information and, upon request, provide written certification of such.
Information Rights and Publicity.
Except as permitted herein, Sandco will not share information associated with Customer or with any third parties unless Sandco
(i) has Customer’s prior written consent;
(ii) concludes that disclosure is required by law or has a good faith belief that disclosure is reasonably necessary to protect the rights, property, or safety of Sandco, its users, or the public; or
(iii) provides such information in certain limited circumstances to third parties to carry out tasks on Sandco’s behalf (e.g. billing, data storage, or support) with strict restrictions intended to prevent the data from being used or shared except as directed by Sandco.
Warranty and Indemnification.
Sandco warrants that:
(i) each of its employees has the proper skill, training and background necessary to accomplish their assigned tasks;
(ii) all Services will be performed in a competent and professional manner, by qualified personnel; and
(iii) neither the Courses, Membership, any deliverables, information, or materials, nor the performance of Services by Sandco infringe or violate the rights of any third party.
Customer will indemnify, defend and hold Sandco harmless for all claims, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) that arise out of or in connection with Customer’s use of the Services, termination, or failure to comply with this Agreement.
Sandco will indemnify, defend and hold Customer harmless for all claims, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) that arise out of or in connection with Sandco’s failure to comply with this Agreement.
Subject to the applicable statute of limitations, the indemnity set forth in this Section 12 will continue in full force and effect subsequent to and notwithstanding this Agreement’s expiration or termination.
The Service, which includes, but is not limited to, the Membership, Courses and resources accessible through the Membership Account, together with all intellectual property rights is, and shall remain, the property of Sandco (and its subsidiaries). All rights not expressly granted to Customer in this Agreement are hereby exclusively reserved and retained by Sandco and its licensors without restriction.
Without limiting the generality of the foregoing, Customer agrees not to (and to not allow any Third Party to):
(a) sublicense, distribute, or use the Service outside of the scope of the License granted herein;
(b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Services or otherwise attempt to discover any source code or trade secrets related to the Software of Service;
(c) use the trade names, trademarks, logos, domain names and other distinctive Brand Features or any copyright or other Proprietary Rights associated with the Services for any purpose without the express written consent of Sandco;
(d) register, attempt to register, or assist anyone else in creating or registering trade name, trademark, logo, domain name or other distinctive Brand Feature, copyright, or other proprietary right associated with Sandco (or its subsidiaries) ; or
(e) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service.
- Applicable Law and Forum. This Agreement shall be governed and construed in accordance with the laws of the Netherlands without regard to the conflicts of laws or principles thereof. Each party agrees to submit to the exclusive jurisdiction of the courts located in the Netherlands.
- Notice. Any notice or other communication required or permitted under this Agreement shall be given in writing.
- Nonwaiver. Any failure by a party to insist upon or enforce strict performance by the other party of any of the provisions of this Agreement, or to exercise any right or remedy under this Agreement, will not be construed as a waiver or relinquishment of any right to assert or rely upon any such provision, right, or remedy in that or any other instance.
- Counterparts. This Agreement may be executed in any number of counterparts or addendums, and each such counterpart or addendum will be deemed to be an original instrument, but all such counterparts together will constitute one agreement. The parties acknowledge that executed copies of this Agreement sent by facsimile or other reliable form of electronic reproduction will be equivalent to original documents.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning its subject matter, and supersedes all prior agreements and representations between the parties.
- Modifications. Sandco reserves the right to change or modify the Services or this Agreement at any time and with or without notice Customer is responsible for regularly reviewing and being aware of such changes.
- Severability. If any provision of this Agreement is invalid or unenforceable under any statute or rule of law, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
- Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.
- Assignment. Customer may not assign or otherwise transfer any of its rights hereunder without prior written consent from a duly authorized representative of Sandco; any such attempt is void. Except Customer may transfer this Agreement to an affiliated company or in the case of a merger or sale of all or substantially all of its assets or ownership.
- Survival. Sections 5, 7, 10, 12-16 shall survive termination of Customer’s subscription.
- Force Majeure. Sandco shall be excused from performance hereunder to the extent that performance is prevented, delayed, or obstructed by causes beyond its reasonable control.
- Independent Contractors. The relationship between Sandco and Customer is not one of partnership, but independent contractors.