Food Forest Abundance, LLC, a Florida limited liability company (“We” or “Us”) provides a cooperative ecosystem of people and organizations who share a common vision of growing food forests in every community and in every yard around the world to build a free, healthy, and abundant society for generations to come (the “Program”). We and the Program are based upon the voluntary exchange of value and guided by the following Permaculture Ethics (collectively, the “Permaculture Ethics”):
1. Earth care – Rebuild nature’s capital;
2. People care – Nurture self, kin and community; and
3. Future care/Fair share (Voluntary) – Reinvest surplus to create more abundance for SELF AND OTHERS.
We and the Program also strive to adhere to the following Permaculture Principles (the “Permaculture Principles”) in all endeavors:
1. Observe and interact – Take time to engage with nature to design solutions that suit a particular situation;
2. Catch and store energy – Develop systems that collect resources at peak abundance for use in times of need;
3. Obtain a yield – Emphasize projects that generate meaningful rewards;
4. Apply self-regulation and accept feedback – Encourage productivity to ensure that systems function well;
5. Use & value renewable resources & services – Make the best use of nature’s abundance: reduce consumption and dependence on non-renewable resources;
6. Produce no waste – Value and employ all available resources; waste nothing;
7. Design from patterns to details – Observe patterns in nature, business and society and use them to inform designs, while adding layers and details;
8. Integrate rather than segregate – Efficient designs stack functions allowing relationships to develop between design elements, allowing them to work together to support each other;
9. Continuously evolve and improve – Small and consistent adjustments are easier to maintain, make better use of resources, and produce more sustainable outcomes;
10. Use and value diversity – Diversity reduces system-level vulnerability to threats and fully embraces and strengthens the system;
11. Use edges and value the marginal – The border between things is where the most interesting interactions take place. These are often the system’s most valuable, diverse, and productive elements; and
12. Creatively use and respond to change – A positive impact on inevitable change comes from careful observation, followed by well-timed intervention.
This Membership Agreement (the “Agreement”) guides your participation in the Program. You (“You” or “Your” or “Participant”) accept this Agreement by creating an account, participating in the Program, or otherwise using our Products and Services (as defined below), or by continuing to use our Products and Services after being notified of a change to the terms of this Agreement.
1. Definitions. As used herein, the following terms have the following meanings:
(a) “Co-op Member(s)” means Participant and any other person or entity who has been granted access to the Program.
(b) “Freedom Farm Academ(ies)TM” means Our proprietary model for permaculture education, demonstration, and commercial-scale permaculture farming, including the independently operated food forest(s) that comprise that model.
(c) “Gross Revenue” means the total income collected from all sources derived.
(d) “Order” means any written request for Products and Services that You submit to Us, whether electronically or otherwise.
(e) “Participant” means You, the person accepting this Agreement, and Your agents.
(f) “Permaculture Business” means any income-generating activity within the permaculture discipline.
(g) “Products and Services” means the designs, consultations, apps, equipment, products, supplies, and/or any services that We or our Vendors may offer from time to time.
(h) “Vendor Contracts” means existing and future agreements between You and Vendors and/or Us and our Vendors for the benefit of Co-op Members.
(i) “Vendor” or “Vendors” means Co-op Members and Our suppliers, designers, consultants, and independent contractors.
2. Program Access. By accepting this Agreement and paying applicable charges:
(a) Access. You are hereby granted access to the Program and shall have the right to access Vendor Contracts and to purchase Products and Services offered by Us and Vendors. In addition to this Agreement, You agree to be bound by all terms and conditions of the Vendor Contracts. We reserve the right to operate the Program in any manner that we deem necessary, advisable or appropriate in Our discretion.
(b) Ethics and Principles. At all times, You agree to strive to adhere to the Permaculture Ethics and Permaculture Principles. If We determine, in our discretion, that You are not in compliance with this paragraph, then We may deny You access to the Program and cancel this Agreement.
(c) Authority. You hereby authorize Us to (i) negotiate the terms of and enter into Vendor Contracts upon terms We deem necessary, advisable or appropriate, (ii) cancel or modify any Vendor Contracts as We deem necessary, advisable or appropriate; and (iii) receive from Vendors, distributors, and e-commerce companies data and fees or commissions relating to the purchase of Products and Services. We reserve the right to renegotiate the terms of any Vendor Contracts as We deem necessary, advisable or appropriate.
(d) Coordination. We will manage Vendor Contracts for You, as well as help facilitate and coordinate communications, transactions, and other interactions among You, Vendors, and other Co-op Members. To that end, we may establish and publish rules, guidelines, or processes governing or describing those interactions from time to time in Our discretion. You agree to comply with those rules, guidelines, and processes.
(e) Business Referrals. From time to time, We may (without obligation) refer potential customers and other business opportunities (each a “Business Referral”) to You. If you conduct business with any Business Referral or affiliate of a Business Referral, then You agree to pay us a referral fee (the “Referral Fee”). If the Business Referral (or its affiliate) relates to the construction of a Freedom Farm Academy™, then You agree to pay Us a Referral Fee equal to eight percent (8%) of the Gross Revenue that is generated in connection with such referral. Otherwise, Our Referral Fee shall be five percent (5%) of the Gross Revenue generated in connection with the referral.
(f) Participation in the Program and Use of Our Marks. Subject to the terms of this Section 2(f), We will permit You to participate in the Program and to use Our name, logo(s), and other marks (collectively, “Our Brand”) in connection with marketing Your Permaculture Business. If You do not operate a Permaculture Business, then this Section 2(f) does not apply to You.
(i) License. We hereby grant to You a non-exclusive license, without the right to assign or sublicense, for the term of this Agreement, to use Our Brand in connection with the marketing of your Permaculture Business.
(ii) No Other Licenses. The license granted under this Section 2(f) is expressly set forth herein, and no other licenses are granted by Us by implication or estoppel.
(iii) Limitation on Use. You shall not use the license granted herein for any purpose other than as authorized by this Agreement.
(iv) License Fee. You must pay Us a license fee to participate in the Program and to use Our Brand (the “Program & Brand License Fee”). If Your Permaculture Business is a Freedom Farm Academy™, then the Program & Brand License Fee shall be five percent (5%) of such Freedom Farm Academy™’s Gross Revenue. Otherwise, the Program & Brand License Fee shall be seven percent (7%) of Your Permaculture Business’ Gross Revenue.
(g) Payment of Referral Fee and License Fee. Each month, You must calculate the amount of the Referral Fee (if applicable) and/or the Program & Brand License Fee (if applicable) and then add such calculated Referral Fee and/or Program & Brand License Fee to any previously calculated Referral Fee and/or Program & Brand License Fees that have not been paid to create a running total of outstanding Referral Fees and/or Program & Brand License Fees owed by You to Us. On the thirtieth (30th) day after the Effective Date and every thirty (30) days thereafter, You shall pay to Us all Referral Fees and Program & Brand License Fees that are then outstanding, together with a report setting forth your calculation of said fees.
(h) Audit Rights. We shall have the right, at Our sole expense, upon five (5) days’ prior written notice to You, to review all books and records relating strictly to the computation of the Referral Fee and/or the Program & Brand License Fee; provided, however, that, unless otherwise agreed to in writing by You: (i) all information reviewed shall be held strictly confidential; and (ii) We shall not be entitled to more than one (1) audit per year. Our audit rights shall survive for a period of two (2) years following Your last use of Our Brand or the date on which You stopped working with Business Referral, whichever is longer.
(i) Freedom Farm Academies™. You may engage Us to design one or more Freedom Farm Academies™ for You. If You do, then the following terms apply:
(i) For each Freedom Farm Academy™ design that you Order, we will provide a design that We deem appropriate for Your land and that meets any other criteria that You communicate to Us.
(ii) For each Freedom Farm Academy™ design that you Order, We will assist You with the development and implementation of a project plan for the construction of each Freedom Farm Academy™. Unless We agree otherwise, all Freedom Farm Academies™ must be constructed by Co-op Members. Under no circumstances shall We be responsible for any construction-related matters, including, without limitation, delays and defects in construction. You agree to cooperate with Our reasonable requests throughout the design process.
(iii) For each Freedom Farm Academy™ design that you Order, You must pay Us a one-time license fee that We will determine from time to time (the “Design License Fee”), which must be paid before We begin work on the design. Once the Design License Fee has been paid in full for a Freedom Farm Academy™ design, You will have a non-exclusive license to use that design. The license granted to You will be unrestricted, except that You must credit Us for the design, You can only use the design in connection with Freedom Farm Academies™ in which You directly or indirectly possess a controlling interest (e.g., You are not selling Our design), and unless We agree otherwise on a case-by-case basis, You must utilize a Co-op Member to construct such Freedom Farm Academies™.
(iv) You may submit an Order for ongoing marketing support after completion of Your Freedom Farm Academy™. We will assist You with developing and executing a marketing plan and advertising campaign. In exchange, You agree to pay Us an additional two percent (2%) of the Gross Revenue of all Freedom Farm Academies™ that You operate. You may cancel this optional program at any time.
(j) Publicity. By participating in the Program, You give permission for Us to use Your name, logo(s), and other marks in any lawful manner related to Our business and in all media now or hereafter known, in perpetuity throughout the world, without compensation of any kind. You also agree to allow Us or Our Vendors to photograph or record projects during all stages of construction including when such projects are complete. Photographs and recordings may be used in any lawful manner related to Our business and in all media now or hereafter known, in perpetuity throughout the world, without compensation of any kind. We will not disclose the project address without prior written consent, and We will coordinate with You prior to taking any photographs or recordings.
(k) Vendor Obligations. If You are a Vendor, You further agree as follows:
(i) For a period of twelve (12) months after a project has been completed, if Vendor is notified of any defects in the construction, or any component thereof, and such defects are determined by Vendor in good faith to be the result of Vendor’s poor workmanship, Vendor shall correct such defects at no cost to the customer or client.
(ii) Vendors shall maintain a working knowledge of best practices in permaculture.
(iii) Vendors shall maintain a working knowledge of Our designs and construct all projects in accordance with those designs.
(iv) Vendors shall attend all training required by Us.
(v) Vendors shall honor the terms of Vendor Contracts and faithfully discharge their contractual obligations to Co-op Members.
(vi) Vendors shall strive to adhere to the Permaculture Ethics and Permaculture Principles.
3. Purchase of Products and Services. If We accept an Order, then these payment terms apply to Your purchase, and You agree to them:
(a) Charges. If there is a charge associated with any portion of the Products and Services, You agree to pay that charge in full. The price stated for such Product and Services excludes all applicable taxes and currency exchange settlements. You are solely responsible for paying such taxes or other charges. We may suspend or cancel any Order or any obligation to provide You Products and Services if We do not receive an on time, full payment from You. Suspension or cancellation of an Order for non-payment will result in a loss of access to and use of the underlying Products and Services. We reserve the right to structure Our fees and other charges in any manner that We deem necessary, advisable or appropriate.
(b) Third Party Costs. You shall pay, or reimburse Us, for all costs incurred by Us in connection with providing the Products and Services (“Third Party Costs”). We may suspend or cancel any Order or any obligation to provide You Products and Services if We do not receive an on time, full payment of Third Party Costs from You. Suspension or cancellation of an Order for non-payment will result in a loss of access to and use of the underlying Products and Services.
(c) Transaction Fees. We may, from time to time, incur shipping, handling, and other processing fees (“Transaction Fees”) in connection with You using the Products and Services. In such event, We reserve the right to pass such Transaction Fees onto You, and if so, You agree to pay them in full. We may suspend or cancel any Order or any obligation to provide You Products and Services if We do not receive an on time, full payment of Transaction Fees from You. Suspension or cancellation of an Order for non-payment will result in a loss of access to and use of the underlying Products and Services.
(d) Your Billing Account. To pay the charges for an Order or any Products and Services, You will be asked to provide a payment method at the time You submit Your Order. Additionally, You agree to permit Us to use any updated account information regarding Your selected payment method provided by Your issuing bank or the applicable payment network. You agree to promptly update Your account and other information, including Your email address and payment method details, so We can complete Your Order and contact You as needed in connection with Your Order and the provision of the Products and Services. Changes made to Your billing account will not affect charges We submit to Your billing account before We could reasonably act on Your changes to Your billing account.
(e) Billing. By providing Us with a payment method, You (i) represent that You are authorized to use the payment method You provided and that any payment information You provide is true and accurate; and (ii) authorize Us to charge You for the Products and Services using your payment method. We may bill You (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription-based Products and Services, as applicable. Also, We may charge You up to the amount You have approved, and We will notify You in advance of any change in the amount to be charged for recurring charges. We may bill You at the same time for more than one of Your prior billing periods for amounts that have not previously been processed.
(f) Recurring Payments. If You purchase Products and Services on a subscription basis (e.g., monthly, every 3 months, annually), You agree that You are authorizing recurring payments, and payments will be made to Us by the method and at the recurring intervals You have authorized, until the subscription is terminated by You or by Us. By authorizing recurring payments, You are authorizing Us to store Your payment instrument and process such payments as either electronic debits or fund transfers, or as electronic drafts from Your designated account (for Automated Clearing House or similar payments), or as charges to Your designated account (for credit card or similar payments) (collectively, “Electronic Payments”). Subscription fees are generally charged in advance of the applicable subscription period, and You authorize this. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, We reserve the right to collect any applicable return item, rejection or insufficient funds fee, and process any such payment as an Electronic Payment.
(g) Automatic Renewal. If automatic renewals are allowed in your state, We may automatically renew any subscription-based Products and Services at the end of the current period and charge You the then current price for the renewal term. You must cancel the Products and Services before the renewal date to avoid being billed for the renewal.
(h) Statement and Errors. We will provide you with a billing statement. If we make an error on Your bill, You must tell us within thirty (30) days after the error first appears on your bill. We will then promptly investigate the charge. IF YOU DO NOT TELL US WITHIN THAT TIME, YOU RELEASE US FROM ALL LIABILITY AND CLAIMS OF LOSS RESULTING FROM THE ERROR, AND WE WILL NOT BE REQUIRED TO CORRECT THE ERROR OR PROVIDE A REFUND.
(i) Refund Policy. Unless otherwise provided by law, all purchases are final and non-refundable. If We issue a refund or credit, We are under no obligation to issue the same or similar refund in the future.
(j) Canceling Orders. You or We may cancel an Order at any time, with or without cause. If We cancel, then We will, as Your sole recourse, refund any payment that You made. If You cancel before We accept Your Order, then We will refund any payment that You made. Otherwise, You will not receive a refund and agree that You will not initiate any legal proceeding seeking a refund. In either case, We and Our Vendors shall have no further obligation to You to provide any Products and Services.
(k) Price Changes. We may change the price of the Products and Services at any time and if You have a recurring purchase, We will notify You by email, or other reasonable manner, before the price change. If You do not agree to the price change, You must cancel and stop using the Products and Services before the price change takes effect. If there is a fixed term and price applicable to Your Order, that price will remain in force for the fixed term.
(l) Payments to You. If We owe You a payment, then You agree to timely and accurately provide Us with any information We need to get said payment to You. You are responsible for any taxes and charges You may incur as a result of this payment to You. You must also comply with any other conditions We place on Your right to any payment. If You receive a payment in error, We may reverse or require return of the payment. You agree to cooperate with Us in Our efforts to do this. We may reduce the payment to You without notice to adjust for any previous overpayment.
(m) Effect of Cancellation. If any Order or Products and Services are canceled (whether by You or Us), We will have no further obligation whatsoever to You.
(n) Must be of Age of Majority. You must be of the age of “majority” where You live in order to purchase and use the Products and Services. By submitting an Order, You represent that You have reached the age of “majority” where You live. If You do not know whether You have reached the age of majority where You live, or do not understand this section, please seek professional advice before submitting an Order or using the Products and Services or otherwise participating in the Program.
4. Manner of Providing Products and Services. We shall have full authority and absolute discretion to determine the mode, method, and manner of providing Products and Services to You. Notwithstanding anything stated to the contrary in this Agreement, We reserve the right to change the mode, method, and manner of providing Products and Services to You at any time and for any reason. TIME IS NOT OF THE ESSENCE with respect to our obligations under this Agreement, and We shall not be responsible for any delays in providing Products and Services. Shipping terms for any Products and Services shall be Ex Works (Incoterms 2020) unless otherwise agreed to in writing by Us.
5. Term; Cancellation. This Agreement shall remain in effect until canceled by either You or Us. You may cancel this Agreement at any time, with or without cause. If You cancel, Your access to the Program ends, and notwithstanding anything stated to the contrary in this Agreement or any Vendor Contract, We and Our Vendors shall have no further obligation to You to provide any Products and Services. We may cancel this Agreement at any time, with or without cause. If We cancel, Your access to the Program ends, and notwithstanding anything stated to the contrary in this Agreement or any Vendor Contract, We and Our Vendors shall have no further obligation to You to provide any Products and Services.
6. Disclaimer; Limitation of Damages; Mediation.
(a) EXCEPT FOR VENDOR’S WARRANTY IN SECTION 2(k)(i), WE, AND OUR AFFILIATES AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR REPRESENTATIONS WITH RESPECT TO ANY ASPECT OF THE PROGRAM, PRODUCTS AND SERVICES, OR ANY MATTER PERTAINING TO THE VENDOR CONTRACTS. YOU UNDERSTAND THAT YOUR PURCHASE AND USE OF THE PROGRAM AND PRODUCTS AND SERVICES, AS WELL AS YOUR USE OF ANY VENDOR CONTRACT, IS AT YOUR OWN RISK AND THAT WE AND OUR VENDORS ARE PROVIDING THE PROGRAM AND PRODUCTS AND SERVICES ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE ENTIRE RISK OF USING THE PROGRAM AND PRODUCTS AND SERVICES. NEITHER WE NOR OUR VENDORS GUARANTEE THE ACCURACY, APPROPRIATENESS, QUALITY, TIMELINESS, SUCCESS, OR ANY OTHER ASPECT WHATSOEVER REGARDING THE PROGRAM AND THE PRODUCTS AND SERVICES. WE AND OUR VENDORS EXCLUDE ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY EXPRESSLY RELEASE AND AGREE TO HOLD HARMLESS US AND OUR AFFILIATES AND VENDORS FROM AND AGAINST ANY AND ALL DIRECT AND INDIRECT LIABILITY AND CLAIMS (INCLUDING THIRD PARTY CLAIMS) RELATING TO THE PRODUCTS AND SERVICES OR PARTICIPATION IN THE PROGRAM.
(b) IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES (INCLUDING, WITHOUT LIMITATION, BREACH OF THIS AGREEMENT) AGAINST US OR OUR VENDORS, YOU AGREE THAT YOUR EXCLUSIVE REMEDY AGAINST US AND OUR AFFILIATES AND VENDORS IS TO RECOVER DIRECT DAMAGES UP TO A MAXIMUM, AGGREGATE AMOUNT EQUAL TO THE AMOUNTS YOU PAID US OR OUR VENDORS, AS APPLICABLE, DURING THE MOST RECENT PRIOR TWELVE-MONTH PERIOD. YOU CANNOT RECOVER, AND EXPRESSLY WAIVE AND RELEASE YOUR RIGHT TO, AND COVENANT NOT TO SUE FOR, ANY OTHER DAMAGES OR LOSSES, INCLUDING DIRECT, CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE. THESE LIMITATIONS AND EXCLUSIONS APPLY EVEN IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE OR IF WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES.
(c) If any dispute arises among any Co-op Members or between Us and You or any Co-op Member (a “Dispute”), the parties to the Dispute shall make a good faith attempt to settle the Dispute by mediation in Orange County, Florida. If the Dispute cannot be settled by mediation, either party may give the other party and the mediator a written notice terminating the mediation process, and the Dispute may then be resolved by litigation in the venue set forth in Section 11.
7. TCPA Disclosure. By creating an account, participating in the Program, placing an Order, or otherwise using our Products and Services, You agree that We and our Authorized Entities (as defined below) may, from time to time, make calls and/or send text messages to You for any reason at any telephone number (including wireless telephone numbers) that You provide. The manner in which these calls or text messages are made to You may include, without limitation, the use of pre-recorded/artificial voice messages and/or automatic telephone dialing system, and these calls or texts could result in charges to You depending upon Your service plan. Unless You opt out, You also agree that We and our Authorized Entities may either send e-mails to you for any reason at any e-mail address that You provide, or to the extent permitted by law, use any other electronic means of communication. This consent may be revoked at any time and by any reasonable means, and it is not a condition of using our Products and Services. “Authorized Entities” means Our employees, agents and independent contractors, together with each of their respective principals, agents, affiliates, successors and assigns.
8. Compliance with Contract Terms. You agree to: (i) to comply with all terms of this Agreement; (ii) to comply with all terms of the Vendor Contracts, including, without limitation, payment terms, own use requirements, alternative dispute requirements, and compliance level requirements contained therein; and (iii) to execute the necessary acknowledgements or other legal documentation as reasonably requested by Us or any particular Vendor in writing evidencing Your agreement to comply with the terms of the relevant Vendor Contract, provided that any such acknowledgements or documents shall not be inconsistent with this Agreement.
10. Severability. If any part of this Agreement shall be determined to be invalid, illegal or unenforceable by any valid Act of Congress or act of any legislature or by any regulation duly promulgated by the United States or a state acting in accordance with the law, or declared null and void by any court of competent jurisdiction, then such part shall be reformed, if possible, to conform to the law and, in any event, the remaining parts of this Agreement shall be fully effective and operative insofar as reasonably possible.
11. Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to the conflict of laws and principles thereof. The federal and state courts, as applicable, located in the County of Orange, State of Florida, shall hear any dispute between the parties arising from this Agreement.
12. Assignment. You may not assign or delegate this Agreement or any of Your rights or duties set forth herein without Our prior written consent, which may be withheld for any reason or for no reason at all.
14. Compliance. PARTICIPANT AGREES AND CERTIFIES THAT AT ALL TIMES HE/SHE/IT AND HIS/HER/ITS EMPLOYEES, AGENTS, PRINCIPALS, AND CONTRACTORS SHALL COMPLY WITH ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS, REGULATIONS, ORDINANCES, AND RESTRICTIVE COVENANTS, INCLUDING, WITHOUT LIMITATION, BUILDING CODES, ENVIRONMENTAL LAWS, AND HOMEOWNER’S ASSOCIATION RULES, COVENANTS AND RESTRICTIONS, AND THAT ALL INFORMATION THAT PARTICIPANT AND HIS/HER/ITS EMPLOYEES, AGENTS, PRINCIPALS, AND CONTRACTORS PROVIDES TO US SHALL BE TRUE AND COMPLETE. WE SHALL NOT BE RESPONSIBLE FOR ANY COMPLIANCE-RELATED MATTERS. PARTICIPANT CERTIFIES THAT HE/SHE/IT HAS OR WILL RELY SOLELY ON THE ADVICE OF INDEPENDENTLY RETAINED THIRD PARTY ADVISORS REGARDING ALL SUCH MATTERS.
15. No Waiver. No waiver by Us of any right under this Agreement, nor any failure by Us to exercise any right under this Agreement, shall be deemed a waiver of any of Our present or future rights under this Agreement.