THESE TERMS OF SERVICE CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ THEM CAREFULLY. THESE TERMS OF SERVICE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

By clicking “I agree” (or similar), you agree to be bound by these Terms of Service between you and us (“Terms”), effective upon clicking. “You” or “Participant” means the customer entering into these Terms. “Propagate,” “we,” or “us,” means Propagate Group, PBC, a Delaware public benefit corporation.  Propagate and Participant may each be referred to as a “Party” herein.    

1. Introduction.

1. Purpose.  Propagate provides a digital technology platform, including related software and support services or systems (as updated from time to time, the “Platform”). The Platform is designed to provide farm owners (“Owners”) and consultants to Owners (“Consultants”) with project development tools, such as agroforestry resources, project management and staged system deployment, as well as suggesting and referring different financing options for agroforestry projects (collectively, the “Services”).  Collectively, Owners, Consultants and anyone authorized to use the Platform are referred to as “Users”.  

2. Service Options.  We provide numerous Services, including farm economic planning, farm design, project development and input procurement. Certain Services are provided after payment of a one-time user fee (“Single Services”), while other options require registration under a subscription plan (“Subscription Plan”) and payment of an ongoing Subscription Fee (“Subscription Services”). In addition to the Single Services and Subscription Services, we also offer additional add-on services, including but not limited to one-on-one consulting with Propagate staff (“Add-On Services”). Certain Services may require you to agree to additional terms and conditions. 

3. Feedback and Other Information Related to the Services. If you provide us with any feedback or suggestions regarding the Platform or the Services (“Feedback”) or any information or data regarding specific crops involved in the Services (“Crop Data”), you hereby assign to us all rights in and to such Feedback and Crop Data and agree that we shall have the right to use such Feedback, Crop Data, and related information for the purposes set forth in Section 5.5.  Propagate will treat any Feedback or Crop Data that you provide to us as non-confidential and non-proprietary; provided, that we will treat any information identifying or associating you with the Feedback or Crop Data as your Confidential Information.  To the extent you are permitted to do so, you agree to consider in good faith requests from Propagate for information, documents and communications.  Notwithstanding the foregoing, you are not obligated by these Terms to disclose any confidential or proprietary information.

2. Accounts; Logins.  

1. Accounts. Each User must have an account (“Account”).  You will ensure the confidentiality of Account login credentials, and you are fully responsible for all activities that occur under your Account(s). You agree to notify us immediately of any suspected unauthorized use of your Account(s) or any other breach of security. You will not attempt to use or login to the Platform using any other person’s Account or otherwise impersonate any other person. We will not be liable for any loss or damage arising from your failure to comply with the above.

2. View-Only Accounts.  Certain Subscription Plans will provide for view-only access to Accounts. If your Subscription Plan provides view-only access, you will be granted an unlimited number of view-only Account logins, and such view-only Account logins shall only be accessed by specified Owners and such other parties authorized by the specified Owners. Access to an account using a view-only Account login is contingent on the specified Owner’s review and execution of these Terms. You must provide us with contact information for each specified Owner and we will invite each specified Owner and its authorized parties to view the Account. We reserve the right to approve or reject which specified Owners shall be granted view-only access, in our sole discretion, and we may limit the number of view-only accounts granted to you, whether based on changes to your Subscription Plan or otherwise. You represent, warrant, and covenant that any specified Owner granted access to a view-only Account login is an authorized client of yours, and you will remove such Owner immediately following the cessation of such client relationship. In the event your Subscription Plan terminates or expires, the specified Owners will continue to have view-only access to the Platform Deliverables (as defined below).

3. Access to Information. 

1. General. The Platform allows Users to enter information about themselves and their clients (if applicable), including but not limited to identity, contact information, and federal employment identification number (“Client Information”) for use in the Services. Except as expressly set forth in these Terms, your sharing of Client Information on the Platform does not grant any right, title or interest in such Client Information to any other User or to Propagate.  

2. Access and Use of Information by Propagate.  Propagate can view all Client Information and any other Content (as defined in Section 5.5) that is entered into the Platform, other than login credentials. We will not use Client Information furnished by you except in accordance with Section 5.5.  We will use reasonable efforts to secure the Platform and the Information contained on the Platform.

4. Fees and Payment. 

1. Fees.  Our current fee schedule for the Services is available here for single service and here for our subscription plan (the “Fees”). We reserve the right to adjust the Fees in any manner and at any time as we may determine in our sole and absolute discretion. Any change in the Fees will take effect following notice to you, which may occur by notice on the Platform.   

2. Late Payments. If you fail to timely pay the Fees, we reserve the right to (i) terminate or deactivate your Account, and/or (ii) contractually suspend your rights to all materials accessed on the Platform, until we have received payment of all past due Fees. We reserve the right to require upfront payment of all past due Fees before reinstating your access to the Platform and any materials.

3. Payment Methods. To use the Platform, you must provide one or more payment methods (“Payment Method(s)”) which shall be used to pay the Fees. 

   1. The Fees may be paid by electronic fund transfer, credit card, check, or any other form of payment as may be approved by Propagate, provided that we reserve the right to change or limit the permissible Payment Methods in our sole and absolute discretion. Any change in the permissible Payment Methods will take effect following notice to you, which may occur by notice on the Platform.

   2. You represent and warrant to us that all information provided to us as a part of your Payment Method is correct and that you are authorized to use the Payment Method.   

   3. Fees are not considered paid until fully cleared through your bank or financial institution. It is your responsibility to ensure that there are sufficient funds in the account associated with your Payment Method to cover the applicable Fees. You are solely responsible for any additional fees that may be assessed against you due to insufficient funds. WE ARE NOT LIABLE FOR ANY OVERDRAFT, LATE FEE OR ANY OTHER CHARGES ISSUED AGAINST YOU BY A BANK OR CREDIT CARD.

   4. If your primary Payment Method is declined or is no longer available to us for payment, you authorize us to charge any Payment Method associated with your Account. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your Account, we may suspend your access to the Platform and any materials contained on your Account until we have successfully charged a valid Payment Method. 

   5. You acknowledge and agree that upon the early termination or deactivation of your Account not in accordance with Section 10.1, or upon termination by Propagate in accordance with Section 10.2, Propagate has the right to charge your specified Payment Method for the Fees owed for the remainder of the outstanding term. 

4. Sales and Use Tax.  We are not required by law to collect sales and/or use taxes in all states, nor do we collect such taxes in all states. However, we reserve the right to collect sales or use tax in any jurisdiction if we believe that such collection is required by law. For states imposing sales or use taxes, you will be responsible for all such taxes. If we are required to collect any state or local sales or use tax, or any other similar fee or tax, as a result of your use of the Platform, you agree that you are responsible for payment of such tax and will promptly remit payment to us to cover all such taxes.

5. Third Party Payment Processors.  We may use third party payment processors, such as Stripe, to process the Fees and all associated tax. We are not responsible for the acts or omissions of any third-party payment processor. 

6. Subscription Services.  If you activate a Subscription Plan through the Platform, you authorize Propagate to periodically charge, on a going-forward basis and until termination of your Account in accordance with the Subscription Plan, all accrued sums on or after the payment date for accrued sums. The “Subscription Billing Date” is the date when you purchase your first subscription to the Platform. Your Account will be charged automatically on the Subscription Billing Date all applicable Fees for the next subscription period. We will bill the periodic Subscription Fee to the Payment Method you provide us during registration (or to a different Payment Method if you change your payment information sufficiently in advance of the Subscription Billing Date). The subscription will continue until the end of your Subscription Plan term unless earlier terminated in accordance with the terms of your Subscription Plan and these Terms. 

5. Intellectual Property; Content; Acceptable Use Policy.

1. License Grant. Subject to these Terms, we grant you a non-transferable, non-sublicensable, non-exclusive, revocable, limited license to use and access the Platform (solely in object code format) solely for the purposes related to Agroforestry Development Services described above.  

2. Ownership. The Platform, including all intellectual property rights therein, is and shall remain the property of Propagate and its licensors. Except as expressly set forth in these Terms, your use of the Platform does not convey or grant to you any rights (a) in or related to the Platform, except for the limited license granted above or (b) to use or reference in any manner Propagate’s company names, logos, product and service names, trademarks, service marks or other indicia of ownership.

   You retain sole ownership of any crop designs, system and crop selection reports, economic data, projections or any other reports or designs of any kind that the Platform creates using your Content (“Platform Deliverables”). You grant Propagate a perpetual, irrevocable, non-exclusive, royalty-free and fully-paid, worldwide license to use the Platform Deliverables for any purpose that does not materially and adversely affect your use of the Platform Deliverables.

3. Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Platform, whether in whole or in part, or any Content displayed on the Platform except in accordance with the express provisions of these Terms; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform or use or attempt to use or discover any source code underlying the Platform; (c) you shall not access the Platform or use the Platform Deliverables in order to build or facilitate a similar or competitive website; and (d) you shall not copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any portion of the Platform except as expressly provided in these Terms.

4. Modification; No Support or Maintenance. We reserve the right, at any time, to modify or suspend the Platform with or without notice to you.  You agree that Propagate will not be liable to you or to any third party for any modification or suspension of the Platform or any part thereof.  You acknowledge and agree that Propagate has no obligation to provide you with any support or maintenance in connection with the Platform.  

5. Your Content. Certain features of the Platform may permit Users to upload Content to the Platform, including photos, videos, images, data, text and other types of works and information (the “Content”). You retain any copyright and other proprietary rights that you may hold in the Content that you upload to the Platform.  Notwithstanding the foregoing, and subject to the other provisions of these Terms, you hereby grant to Propagate an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use Content that you furnish, and to grant sublicenses of the foregoing rights, solely for the purposes of (a) improving and developing the Platform, (b) displaying or making available Content on the Platform and (c) sharing or distributing Anonymized Information. “Anonymized Information” means Information that is anonymized or aggregated in a form that is not reasonably likely to permit identification of any User.  You hereby irrevocably waive any claims and assertions of moral rights or attribution with respect to Content.  

6. Acceptable Use Policy.  The following terms constitute our “Acceptable Use Policy”: 

   1. You agree not to use the Platform to collect, upload, transmit, display or distribute any Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way or (iv) that is in violation of any law, regulation or obligations or restrictions imposed by any third party.

   2. In addition, you agree not to: (i) send through the Platform any false, fictitious or unauthorized Information; unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or automated messages; or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (ii) use the Platform to harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent; (iii) attempt to gain unauthorized access to the Platform (or to other computer systems or networks connected to or used together with the Platform), whether through password mining or any other means, or to any Account other than your Account or (iv) harass or interfere with any other User’s use and enjoyment of the Platform or such User’s Account.

6. Privacy. 

We respect your privacy and are committed to protecting it. Our Privacy Policy, oveyield.com/privacy, governs the processing of all personal data collected from you in connection with your use of the Platform. 

7. Disclaimers.

THE PLATFORM AND ALL SERVICES (INCLUDING THE ADD-ON SERVICES) ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE PLATFORM OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PLATFORM, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF YOUR FIRST USE. 

8. Limitation on Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS, THE PLATFORM OR THE SERVICES, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ACCESS TO, AND USE OF, THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OR EACH PARTY TO THE OTHER PARTY FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR THE PLATFORM (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED US DOLLARS (USD 100.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. 

9. Indemnification.

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Propagate, its affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (ii) any claim that your Content caused damage to a third party. 

10. Termination.  

1. Termination by You. 

   1. If you have purchased a Single Service or a Subscription Plan with a committed term of less than six (6) months, you have the right to terminate your Account at any time by contacting audrey@propagateventures.com. 

   2. If you have purchased a Subscription Plan with a committed term longer than six (6) months, you may not terminate or otherwise cancel your Account prior to the end of the Subscription Plan term. You agree that any early termination of your Account will give Propagate the right to accelerate the payment of all Fees owed for the remainder of the outstanding Subscription Plan term. Your Subscription Plan shall be renewed automatically for the same term provided in your Subscription Plan, unless, at least thirty (30) days prior to the renewal date, either party gives the other party written notice of its intent not to continue under the Subscription Plan.   

   3. Upon termination of your Account, your access to the Account will be changed to view-only. Propagate may terminate your view-only access upon at least [five (5)] days’ notice. After Propagate has terminated your view-only access, your Content may be removed from the Platform, and your Content will not be available to you. However, you understand that Propagate is not required to remove your Content, and removed Content may persist in backup copies for a reasonable period of time. Propagate has no obligation to maintain or provide Content of a User after account termination and may delete all content provided unless legally prohibited from doing so.

2. Terminations by Propagate for Cause.

   1. Propagate may suspend or terminate your access to your Account if (a) you materially or repeatedly breach these Terms; (b) we are required to do so to comply with a legal requirement or a court order; or (c) we believe there has been conduct that creates (or could create) liability or harm to any User, other third party, Propagate or our affiliates. We will notify you with the reason for termination or suspension by Propagate unless we reasonably believe that to do so: (a) would violate the law or the direction of a legal enforcement authority, or would otherwise risk legal liability for Propagate or our affiliates; (b) would compromise an investigation or the integrity or operation of the Platform; or (c) would cause harm to any user, other third party, Propagate or our affiliates. All terminations made pursuant to this Section 10.2 shall not require Propagate to refund any fees previously received by Propagate. 

   2. Surviving Terms After Termination.  The following provisions of these Terms will survive termination: Sections 1.2, 1.3, 3, 5.2, 5.3, 5.4, 5.5, 6, 7, 8, 9, 10.3, 11, 12 and 13 together with any other provisions reasonably required to give effect to those enumerated provisions.

11. Dispute Resolution and Mutual Arbitration Agreement

1. Class Action Waiver.  Both you and Propagate waive the right to (a) bring any controversy, claim or dispute arising out of or relating in any way to your use of the Platform or the Services, as a class, consolidated, representative, collective, or private attorney general action or (b) participate in a class, consolidated, representative, collective or private attorney general action regarding any such claims brought by anyone else. 

2. Agreement to Arbitrate Claims.  Except as provided for in these Terms, any controversy, claim or dispute arising out of or relating in any way to your use of the Platform or the Services shall be resolved by final and binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 11.2. The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or these Terms are void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. The parties agree that any required in-person arbitration hearings will occur in or around Wilmington, Delaware, or as otherwise determined by the arbitrator. If any provision of this arbitration agreement is found to be unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced. 

Notwithstanding the foregoing, you may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention to do so within 60 days of your first use of the Platform. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

BY EXECUTING THESE TERMS, YOU AGREE THAT YOU AND PROPAGATE ARE WAIVING THE RIGHT TO TRIAL BY JURY.

12. Third-Party Links and Advertisements.

1. Third-Party Links & Ads.  The Platform may contain links to third-party websites and services, and/or display advertisements for third parties, including various agroforestry service providers (collectively, “Third-Party Links & Ads”).  Such Third-Party Links & Ads are not under the control of Propagate, and Propagate is not responsible for any Third-Party Links & Ads. Propagate provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. Your use of Third-Party Links & Ads is at your own risk, and you should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

2. Release. You hereby release and forever discharge Propagate (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, your interactions with Third-Party Links & Ads and the acts or omissions of other Users.  IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

13. No Investment Advice. 

The Platform Deliverables and any other information shared or provided on the Site or Platform are information of a general economic nature and intended to be used for informational purposes only. You should not construe such information or other material as legal, tax, investment or financial advice. Nothing contained on the Site or Platform constitutes a solicitation, recommendation, endorsement, or offer by Propagate to buy or sell any securities or other financial instruments in any jurisdiction. Propagate is not a fiduciary by virtue of any person’s use of or access to the Site, the Platform or the Platform Deliverables. You alone assume sole responsibility for evaluating the merits and risks associated with the use of any information on the Site or Platform before making any decisions based on such information. As partial consideration for your use of the Site and/or Platform, you agree not to hold Propagate, its affiliates, officers, directors, employees and agents liable for any possible claim for damages arising from any decision you make based on information made available to you through the Site or Platform. 

14. Miscellaneous Terms. 

These Terms constitute the entire agreement between you and us regarding the Platform. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver. The section titles in these Terms are for convenience only and have no legal effect. The word “including” means “including without limitation.” If any provision of these Terms is held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired. These Terms may not be assigned in whole or in part by you without our prior written consent, and any attempted assignment in violation of the foregoing will be null and void.  We may freely assign these Terms in connection with a transfer of the Platform. These Terms shall be binding upon successors and assignees. There are no third-party beneficiaries to these Terms. You consent to receive communications from us (including all notices) in electronic form at the address(es) specified in your Account.  These Terms will be governed by the law of the State of Delaware without reference to conflict of laws principles.