Terms of Service

The Service is available only to Accredited Investors who are at least 18 years old and any registration, use of or access to the Site by any natural person under 18 is unauthorized, unlicensed and in violation of these Terms of Use. You represent and warrant that if you are an individual, you are not misrepresenting your identity, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Organic Farm Partners may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify Organic Farm Partners for violations of this Agreement.

Organic Farm Partners reserves the right, at its sole discretion, to modify or replace any of the terms of this Agreement, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time. Such modifications shall become part of this Agreement and are automatically effective once posted on the Site or by sending you an email. This Agreement may not be orally amended. Organic Farm Partners may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the terms of this Agreement periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the registration Data, and any other information that you provide to Organic Farm Partners, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Organic Farm Partners. By entering into this agreement, you agree to the terms of service of North Capital Investment Technology and Dwolla, which are incorporated herein by reference.

The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Organic Farm Partners’s control, and you acknowledge that Organic Farm Partners is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply an affiliation, sponsorship, or endorsement by Organic Farm Partners or any association with its operators. You further acknowledge and agree that Organic Farm Partners shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any information, goods or services available on or through any such website or resource. You should also be aware that the terms and conditions and privacy policy of such sites may be different from those applicable to your use of the Site and Service.

Certain portions of the Site may contain third party content and may provide links to webpages and content of third parties (collectively “Third Party Content”). Organic Farm Partners does not control, endorse, investigate, or adopt any Third Party Content, and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to its accuracy or completeness. You acknowledge and agree that Organic Farm Partners is not responsible or liable in any manner for any Third Party Content or your reliance upon Third Party Content. Users utilize such Third Party Content at their own risk.

The Organic Farm Partners name and logo are pending trademarks and service marks of Organic Farm Partners Organic Farm Partners or its licensors own and retain all proprietary rights in the Site, the Service and all material and information posted thereon (“Content”). The Site contains the copyrighted material, trademarks and other proprietary information of Organic Farm Partners and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of Organic Farm Partners.

You may download or copy Content only to the extent such download is expressly permitted in writing on the Site. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as provided in this Agreement), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content, the Site or any related software.

In addition, to the extent you receive information from Organic Farm Partners or other Investors with respect to any Investment activity on the Site, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Investor. You agree that Organic Farm Partners may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of Organic Farm Partners, its Users, or the public.

By using and accessing the Site and Service, you agree to keep all information you learn about companies, investments, and investment opportunities on the site private and confidential.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service (“Submissions”), provided by you to the Company are non-confidential and shall become the sole property of the Company. The Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Without Organic Farm Partners’s prior consent, you may not:

• use any automated means to access this Site or collect any information from the Site (including, without limitation, robots, spiders, scripts or other automatic devices or programs);
• frame the Site, utilize framing techniques to enclose any Content or other proprietary information, place popup windows over this Site’s pages, or otherwise affect the display of this Site’s pages; engage in the practices of “screen scraping”, “database scraping” or any other activity with the purpose of obtaining content or other information;
• use this Site in any manner that violates applicable law or that could damage, disable, overburden, or impair this Site or interfere with any other party’s use and enjoyment of this Site.

Any violations of system or network security including attempts to intentionally access a computer without authorization or exceed your authorized access level may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030). Organic Farm Partners may investigate occurrences that potentially involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

We may also terminate, disable or throttle your access to, or use of, this Site and the Service for any reason, including without limitation, if we believe that you have violated or acted inconsistently with any portion of these Terms of Use.

Because Organic Farm Partners’s business is conducted via the Internet, we need for you to consent to transact business with us online and electronically. We also need you to consent to Organic Farm Partners sending you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to this Agreement, you agree to receive electronically all documents, communications, notices, contracts, and agreements (including any IRS Forms, including Form 1099 and Form K-1) arising from or relating to your use of the Site and Service, including any securities you have purchased, your use of this Service, and the voting of any securities you have purchased as an investor in any offering made available through the Site (each, a “Disclosure” , whether we are acting in the capacity as issuer, agent or otherwise. The decision to do business with us electronically is yours. This document informs you of your rights concerning Disclosures.

Electronic Communications. Any Disclosures will be provided to you electronically from Organic Farm Partners either on our Site or via electronic mail to the verified email address you provided. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to $5.00. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. Any IRS 1099 Forms or Form K-1s provided electronically will remain accessible through at least October 15 of the year in which such IRS Form 1099 or Form K-1 is made available; after that time the IRS Form 1099 may no longer be accessible electronically. We may discontinue electronic provision of Disclosures at any time in our sole discretion.

Scope of Consent. Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and Organic Farm Partners. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.

TCPA Consent: You expressly consent to receiving calls and messages, including auto dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.

Withdrawing Consent. You may not withdraw such electronic consent so long as you have outstanding any investments made through the Site. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.

Organic Farm Partners may terminate your access to all or any part of the Site and Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

You acknowledge that Organic Farm Partners has no control over, and no duty to take any action regarding: which Users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Organic Farm Partners from all liability for you having acquired or not acquired Content through the Site. Organic Farm Partners makes no representations concerning any Content contained in or accessed through the Site, and Organic Farm Partners will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.

Organic Farm Partners neither represents, warrants, covenants, guarantees, nor promises any specific results from use of the Site.

THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES.

Any Content downloaded or otherwise obtained through the Site is done at your own discretion and risk and you are solely responsible for any damage to your computer or other electronic system or loss of data that results from the download of any such Content. The foregoing limitation of liability will apply in any action, whether in contract, tort or any other claim, even if an authorized representative of Organic Farm Partners has been advised of or should have knowledge of the possibility of such damages.

Organic Farm Partners makes no representation or warranty, express or implied, with respect to any third-party data provided to Organic Farm Partners or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. Organic Farm Partners will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by Organic Farm Partners or “force majeure” or any other cause beyond the control of Organic Farm Partners.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

Electronic Communication Privacy Act Notice (18 U.S.C. §§2701 – 2711): Organic Farm Partners makes no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. Organic Farm Partners will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Organic Farm Partners’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

You hereby agree to defend, indemnify, and hold harmless Organic Farm Partners and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User submissions, violation of the Agreement, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Organic Farm Partners reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Organic Farm Partners in asserting any available defenses.

IN NO EVENT SHALL ORGANIC FARM PARTNERS, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00).

This website is only suitable, intended and available for Accredited Investors who are members of Organic Farm Partners and familiar with, and willing to accept the risks associated with private investments. Investors must be willing to have their status as Accredited Investors verified by Organic Farm Partners Inc., its affiliates or third parties. Organic Farm Partners does not endorse any of the opportunities that appear on this website, nor does it make any recommendations regarding the appropriateness of particular opportunities for any investor or with respect to the advisability of investing in general. Each investor must review and evaluate the investments in the investor’s own discretion and determine the suitability of making the particular investment in light of the investor’s own circumstances.

Organic Farm Partners and its affiliates do not give or offer any business advice, investment advice, tax or legal advice to anyone using this website. The services provided by Organic Farm Partners are defined herein. All prospective investors must certify that they are Accredited Investors, suitable for this type of illiquid investment, and must acknowledge that they have received and read all investment terms and conditions.

Fluctuations in the value of the assets that are the subject of any investment are to be expected. Additional risks exist due to a variety of factors, including, but not limited to, leverage, property operations, business risks, management and environmental liabilities. There is a potential for loss of part or ALL of the investment capital, and each investor should understand that all capital invested may be lost. Investors should only consider these investments if they have no need for liquidity and can bear the risk of losing their entire investment.

Past performance is not indicative of future performance. Any financial projections or returns shown on the site are examples only and Investors should conduct their own due diligence and not rely on the financial assumptions or estimates that are displayed here. Investors should not rely on any forward-looking statements made regarding this opportunity, because such statements are inherently uncertain and involve risks. Words such as “anticipated”, “projected”, “forecasted”, “estimated”, “prospective”, “believes”, “expects”, “plans”, “future”, “intends”, “should”, “can”, “could”, “might”, “potential”, “continue”, “may”, “will” and similar expressions are used to identify these forward-looking statements.

Organic Farm Partners does not make investment recommendations, and no communication through this website or in any other medium should be construed as such. Investment opportunities posted on this website are “private placements” of securities that are not publicly traded, are subject to holding period requirements, and are intended for investors who do not need a liquid investment. Private placement investments are NOT bank deposits (and thus NOT insured by the FDIC or by any other federal governmental agency), are NOT guaranteed by Organic Farm Partners, and MAY lose value. Investors must be able to afford the loss of their entire investment.

Any financial projections or returns shown on the website are illustrative examples only, and there can be no assurance that any valuations provided are accurate or in agreement with market or industry valuations. Any investment information contained herein has been secured from sources Organic Farm Partners believes are reliable, but we make no representations or warranties as to the accuracy of such information and accept no liability therefor. Offers to sell, or the solicitations of offers to buy, any security can only be made through official offering documents that contain important information about risks, fees and expenses. Investors should conduct their own due diligence, not rely on the financial assumptions or estimates displayed on this website, and are encouraged to consult with a financial advisor, attorney, accountant, and any other professional that can help you to understand and assess the risks associated with any investment opportunities.

None of the information contained in the publicly available portions of the Site constitutes a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Organic Farm Partners is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all members.

Neither the Securities and Exchange Commission nor any federal or state securities commission or any other regulatory authority has recommended or approved of the investment or the accuracy or inaccuracy of any of the information or materials provided by or through the website. Direct and indirect purchase of real estate property involves significant risks, including, but not limited to, risks related to the sale of land, market and industry risks and risks specific to a given property. Investments are not bank deposits, are not insured by the FDIC or by any other Federal Government Agency, are not guaranteed by Organic Farm Partners, and may lose value.

Investments listed on this Site are only suitable for Accredited Investors who are familiar with and willing to accept the high risk associated with private investments. Securities sold through private placements are not publicly traded and, therefore, are less liquid. Additionally, Investors may receive restricted units that may be subject to holding period requirements. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment. For those reasons, these offerings may be made available only to certain institutional investors and high net worth individuals and entities. As with all alternative investments, investors must meet certain eligibility tests to qualify as purchasers. Currently, and subject in all respects to SEC Regulation D Rule 501, entities must have assets of at least $5 million (or all individual owners meet accredited investor tests). Individuals must have a net worth of more than $1 million excluding primary residence or gross income for each of the last two years of at least $200,000 ($300,000 with spouse) with the expectation of the same income in the current year.

THE AT RELATIVE RISK SCORE (ARRS) IS A SCORE WE DESIGNED INTERNALLY TO JUDGE THE RELATIVE RISK OF VARIOUS OFFERINGS REVIEWED FOR LISTING ON OUR SITE. WHILE WE SHARE THIS SCORE WITH OUR USERS REGARDING SPECIFIC OFFERINGS, PLEASE NOTE THE ARRS IS NOT TO BE RELIED UPON AS A SINGLE DETERMINANT OF RISK OR A MEASURE AS TO THE ADVISABILITY OF INVESTING IN A SECURITY.

For row and permanent crop land, (2) we sometimes use the term Net Annual Return to refer to Net IRR. Net IRR is a simple expected IRR calculation that adds expected net cash yield (not inclusive of any commodity price growth) plus using a simple 50-year U.S. farmland value Cumulative Average Growth Rate (CAGR) of 5.9%. Please see our blog post here for additional details. Please note that this basic calculation does not include any mark-to-market for potential purchase discount, improvements in rent over time, disposition fees, and other costs or unforeseen expenses or income.

For timberland, investments are typically valued primarily based on an assessment of their future income generation potential. The Discounted Cash Flow (DCF) model calculates the internal rate of return (IRR), the rate of return on capital deployed in an investment opportunity, for each timberland investment. Investment returns are calculated using capital budgeting techniques for typical forest management practices, and include all the base factor costs, production rates, timber stumpage prices, and land costs.

Note also that any financial projections or returns shown on the site are examples only and Investors should conduct their own due diligence and not rely on the financial assumptions or estimates that are displayed here.

 

This Agreement is the entire agreement between you and Organic Farm Partners with respect to the Service and use of the Site and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Organic Farm Partners with respect to the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law.

While we hope never to have a dispute with a User, if we do, User and Organic Farm Partners each agree to try for sixty (60) days to resolve it informally. If we collectively fail to resolve such dispute (and unless otherwise agreed in writing by User and Organic Farm Partners), any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. If parties are unable to select an arbitrator, then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. If for any reason a claim proceeds in court rather than in arbitration User and Organic Farm Partners each waive any right to a jury trial. We also both agree that you or we may bring a suit in court to enjoin infringement or other misuse of intellectual property rights.

Where permitted under applicable law, User and Organic Farm Partners each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action . Unless User and Organic Farm Partners both agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

The failure of the Company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Use is held invalid, the remainder of these Terms of Use shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.