Terms and Conditions

Terms and Conditions of MillpondFarms.com LLC,
a Michigan Limited Liability Company, hereinafter, MPF.
March 29, 2022
Version 1.0
Provisions:
  • 1.0 Definitions
    • 1.1 MPF
    • 1.2 Agreement
    • 1.3 Subscription
    • 1.4 Subscriber
    • 1.5 Website
  • 2.0 Subscription
    • 2.1 Parties
      • 2.1.1 MPF and the Subscriber
      • 2.1.2 ability to accept terms
    • 2.2 Account Registration
      • 2.2.1 Your Registration Information.
      • 2.2.2 User Verification.
    • 2.3 Your Customer data
    • 2.3.1 Customer data
    • 2.3.2 Responsibility for Customer Data Compliance
    • 2.4 Feedback
  • 3.0 Promotional Offers
  • 4.0 Billing and Cancellation
    • 4.1 Billing Cycle
    • 4.2 Payment Methods
    • 4.3 Updating your Payment Methods
    • 4.4 Cancellation
    • 4.5 Changes to the Price and Subscription Plans
    • 4.6 No Refunds
  • 5.0 MPF Service
    • 5.1 service agreement
  • 6 .0 Passwords and Account Access
  • 7.0 Disclaimers of Warranties and Limitations on Liability
    • 7.1 Disclaimers
    • 7.2 Liability
    • 7.3 Possible Liability Limitations
    • 7.4 Non-Waivable Statutory Rights
  • 8.0 Arbitration Agreement
    • 8.1 Binding arbitration or in small claims court
    • 8.2 Written Notice claims
    • 8.3 Form to initiate arbitration
    • 8.4 Consumer Arbitration Rules
    • 8.5 Telephonic or in-person hearing
    • 8.6 INDIVIDUAL CAPACITY CLAIMS ONLY
  • 9.0 Miscellaneous
    • 9.1 Governing Law
    • 9.2 Customer Support
    • 9.3 Survival
    • 9.4 Changes to Terms of Use
    • 9.5 Communication Preferences
  • 10.0 Privacy and Security.
    • 10.1 Security
    • 10.2 Privacy Policy
    • 10.3 Cookie Policy

Agreement Sections

  • 1.0 Definitions
    • 1.1 MillpondFrams.Com LLC means interchangeably MPF, MPF, LLC, the Company, we, or us.
    • 1.2 Agreement means the terms and conditions contained in this document and the referred policies which include but are not limited to Security Policy, Privacy Policy, and Cookie Policy.
    • 1.3 Subscription means account or service.
    • 1.4 Subscriber means the Subscriber who is the user who has paid for MPF subscription and who has no outstanding balance. or the Subscriber has a non-paying subscription granted by an administrator of MPF, which may be the case for test users and includes a customer.
    • 1.5 Website means MPF unless specified to the contrary.
  • 2.0 Subscription
    Your MPF subscription will continue and automatically renew until terminated. To use the MPF subscription-based service, you must have Internet access and provide us with one or more Payment Methods. "Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through your account with a third party. You must cancel your subscription before it renews in order to avoid billing of the subscription fees for the next billing cycle to your Payment Method (see "Cancellation" below).
    • 2.1.0 Parties;
      • 2.1.1 MPF and the Subscriber
        this Agreement is between MPF and you, individually, but not with your employer or any other entity with which you are associated. MPF subscriptions are intended for and limited to individuals and families and are not intended to be used for any other commercial purposes.
      • 2.1.2 Ability to accept terms
        If you, access and use the Sites and/or the Service, you represent and warrant that you are at least 18 years old and have the capacity to be bound by contacts. The Sites and/or Service are only intended for individuals aged sixteen (18) years or older. We reserve the right to request proof of age so that we can verify compliance with this paragraph.
    • 2.2.0 Account Registration
      • 2.2.1 Your Registration Information
        When creating an Account or when you are added into an Account and creating your user profile (the "User Profile"), you: (i) agree to provide us with accurate, complete, and current registration information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your User Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Service; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile and/or any breach of these Terms. We may assume that any communications we receive under your User Profile have been made by you. Customer will be solely responsible and liable for any losses, damages, liability, and expenses incurred by us or a third party, due to any unauthorized usage of the Account by either you or any other User or third party on your behalf.
      • 2.2.2 User Verification
        You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User Profile. In the event that you lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or such Admin (as the case may be) any verification we deem necessary before restoring access to or providing information about such Account. The MPF website allows users to verify email and verify a phone number. It is suggested that you keep your verified email and or phone number current on the MPF website. Please see your user page on the MPF website.
    • 2.3.0 Your Customer data
      • 2.3.1 Customer data definition
        Customer Data is any data, file attachments, text, images, reports, personal information, or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the Service by you or any User and is processed by us on Customer's behalf (the "Customer Data"). For the avoidance of doubt, Anonymous Information (as defined below) is not regarded as Customer Data. Customer retains all right, title, interest, and control, in and to the Customer Data, in the form submitted to the Service. Subject to these Terms, Customer grants us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the Customer Data, and solely to the extent that reformatting Customer Data for display in the Service constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The afore-mentioned license is hereby granted solely: (i) to maintain and provide you the Service; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief or have received a complaint alleging, that such Customer Data is in violation of these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process; and (v) as expressly permitted in writing by you. In order for us to provide services to you, we require that you grant us certain rights with respect to your Data. For example, we need to be able to transmit, store and copy your Data in order to display it to you and your colleagues, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of this agreement. gives us the permission to do so and grants us any such rights necessary to provide the service to you, only for the purpose of providing the service (and for no other purpose). This permission allows us to use third-party service providers (for example Rsync.net backup Service) in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided. Depending on the service, this may involve moving your data across jurisdictional lines, or across country borders. The Company will not share, disclose, sell, lease, modify, delete or distribute any Data provided by you in any manner.
      • 2.3.2 Responsibility for Customer Data Compliance-Feedback
        As a User of the Service and/or Sites, you may provide suggestions, comments, feature requests, or other feedback to any of MPF Materials, the MPF Service, and/or the Sites ("Feedback"). Such Feedback is deemed an integral part of MPF Materials, and as such, it is the sole property of MPF without restrictions or limitations on use of any kind. MPF may either implement or reject such Feedback, without any restriction or obligation of any kind. You (i) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third-party rights; (ii) irrevocably assign to MPF any right, title, and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists' rights, or any other similar rights, worldwide, in or to such Feedback.
  • 3.0. Promotional Offers.
    We may from time to time offer special promotional offers, plans, or subscriptions ("Offers"). Offer eligibility is determined by MPF at its sole discretion and we reserve the right to revoke an Offer and put your account on hold in the event that we determine you are not eligible. Members of households with an existing or recent MPF subscription may not be eligible for certain introductory Offers. We may use information such as device ID, method of payment, or an account email address used with an existing or recent MPF subscription to determine Offer eligibility. The eligibility requirements and other limitations and conditions will be disclosed when you sign-up for the Offer or in other communications made available to you.
  • 4.0 Billing and Cancellation
    • 4.1 Billing Cycle
      The subscription fee for the MPF subscription service and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged to your Payment Method on the specific payment date indicated on the "My Account" page. The length of your billing cycle will depend on the type of subscription that you choose when you signed up for the service. MPF subscription fees are fully earned upon payment. In some cases, your payment date may change, for example, if your Payment Method has not successfully settled, when you change your subscription plan or if your paid subscription began on a day not contained in a given month. Visit the MPF website and click on the "ORDER" tab on the "My Account" page to see your next payment date. We may authorize your Payment Method in anticipation of membership or service-related charges through various methods, including authorizing it up to approximately one month of service as soon as you register.
    • 4.2. Payment Methods
      To use the MPF service you must provide one or more Payment Methods. You authorize us to charge any Payment Method associated with your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. 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 service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details.
    • 4.3. Updating your Payment Methods
      You can update your Payment Methods by going to the "My Account" page and clicking on the "PAYMENT METHODS" tab.
    • 4.4. Cancellation
      You can cancel your MPF Subscription at any time, and you will continue to have access to the MPF Subscription service through the end of your billing period. To cancel your account send an email to cancel@millpondfarms.com from the email registered at MPF and request cancellation ( see link below). We will respond within 48 hours of receiving the email. If you cancel your membership, your account will automatically close at the end of your current billing period. To see when your account will close, click "Billing details" on the "Account" page.
    • 4.5 Changes to the Price and Subscription Plans
      We reserve the right to change our subscription plans or adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms of Use, any price changes or changes to your subscription plan will take effect following notice to you. Price changes will go into effect at the next billing after the price change.
    • 4.6. No Refunds
      Payments are nonrefundable and there are no refunds or credits for partially used membership periods. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.
  • 5.0 MPF Service
    • 5.1 Service Agreement
      You agree to use the MPF service, including all features and functionalities associated therewith, in accordance with all applicable laws, rules, and regulations, or other restrictions on use of the service or content therein. Except as explicitly authorized in these Terms of Use, you agree not to archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use content and information contained on or obtained from or through the MPF service. You also agree not to circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the MPF service; use any robot, spider, scraper or other automated means to access the MPF service; decompile, reverse engineer or disassemble any software or other products or processes accessible through the MPF service; insert any code or product or manipulate the content of the MPF service in any way; or use any data mining, data gathering or extraction method. In addition, you agree not to upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the MPF service, including any software viruses or any other computer code, files or programs. We may terminate or restrict your use of our service if you violate these Terms of Use or are engaged in illegal or fraudulent use of the service. We are under no obligation to monitor your activities of the Services. However, we may systematically screen and/or monitor any data, content, or information uploaded and/or transmitted into our Service and Sites, at any time and for any reason, for compliance with this agreement, with or without notice.
  • 6.0 Passwords and Account Access.
    The member who created the MPF account and whose Payment Method is charged (the "Account Owner") is responsible for any activity that occurs through the MPF account. To maintain control over the account and prevent anyone from accessing the account (which could include information on your inventory for the account and your user account information), the Account Owner should maintain control over the Account and not reveal the password or details of the Payment Method associated to the account to anyone. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. We can terminate your account or place your account on hold in order to protect you, MPF or our partners from identity theft or other fraudulent activity. MPF is not obligated to credit or discount a membership for holds placed on the account by either a representative of MPF or by the automated processes of MPF.
  • 7.0 Disclaimers of Warranties and Limitations on Liability
    • 7.1 Disclaimers
      THE MPF SERVICE AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE MPF SERVICE, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. MPF DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE MPF SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. MPF SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE OF APPLICATIONS AND MPF SOFTWARE.
    • 7.2 Liability
      TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL MPF, OR ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER.
    • 7.3 Possible Liability Limitations
      SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
    • 7.4 Non-Waivable Statutory Rights. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
  • 8.0 Arbitration Agreement
    • 8.1 binding arbitration or in small claims court You and MPF agree that any dispute, claim, or controversy arising out of or relating in any way to the MPF service, these Terms of Use, and this Arbitration Agreement, shall be determined by binding arbitration or in small claims court. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award and nothing in this Arbitration Agreement shall be interpreted as limiting any non-waivable statutory rights. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Millpond farms are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of your MPF membership.
    • 8.2 Written Notice claims. If you elect to seek arbitration or file a small claim court action, you must first send to MPF, by certified mail, a written Notice of your claim ("Notice"). The Notice to MPF must be addressed to General Counsel, MPF, general.counsel@millpondfarms.com ("Notice Address"). If MPF initiates arbitration, it will send a written notice to the email address used for your membership account. A notice, whether sent by you or by MPF, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If MPF and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or MPF may commence an arbitration proceeding or file a claim in small claims court.
    • 8.3 Form to Initiate Arbitration. You may download or copy a form Notice and a form to initiate arbitration at www.adr.org.
    • 8.4. Consumer Arbitration Rules. The arbitration will be governed by the Consumer Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. The arbitrator's award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law.
    • 8.5 Telephonic or In-Person Hearing. If your claim is for US$10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions on which the award is based. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules.
    • 8.6 INDIVIDUAL CAPACITY CLAIMS ONLY. YOU AND MPF AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and MPF agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
  • 9.0 Miscellaneous
    • 9.1 Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of the state of Michigan, U.S.A. without regard to its conflict of law provisions. These terms will not limit any consumer protection rights that you may be entitled to under the mandatory laws of your state of residence.
    • 9.4. Customer Support. To find more information about our service and its features, or if you need assistance with your account, please visit the MPF Help Center, which is accessible through the MPF website.
    • 9.5. Survival. If any provision or provisions of these Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall remain in full force and effect.
    • 9.6 Changes to Terms of Use. MPF may, from time to time, change these Terms of Use. Such revisions shall be effective immediately; provided, however, for existing members, such revisions shall, unless otherwise stated, be effective 30 days after posting. We may assign our agreement with you to any affiliated company or to any entity that succeeds to all or substantially all of our business or assets related to the applicable MPF service. If we update legal terms for new uses we will allow existing users to use the existing terms for a period of 30 days.
    • 9.7 Communication Preferences. We will send you information relating to your account (e.g. payment authorizations, invoices, changes in password or Payment Method, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during registration. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
  • 10.0 Privacy and Security.
    • 10.1 Security. MPF implements reasonable security measures and procedures to assist in protecting your Customer Data. You can learn more about our security measures and procedures on our Security Policy Page(http://millpondfarms.com/privacy-policy) , as updated from time to time.
    • 10.2 Privacy Policy. As a part of accessing or using the Service and the Sites, we may collect, access, use and share certain Personal Data (as defined in the Privacy Policy) from, and/or about, you. Please read our Privacy Policy (http://millpondfarms.com/privacy-policy), which is incorporated herein by reference, for a description of such data collection and use practices.
    • 10.3 Cookie Policy. Please review our policy (https://millpondfarms.com/privacy-policy) as revised from time to time.