TGR FARM DIRECTORY AGREEMENT

This Farm Directory Agreement is by and between The Grand Return, Inc., a Delaware corporation (“TGR”) with an address of 15212 N Dewey Beach Drive, Anacortes WA, 98221, and the party clicking through to accept this Agreement or executing a Partner Registration Form referencing this Agreement (“Partner,” and together with TGR, the “Parties”), and constitutes a binding agreement between the Parties. TGR offers a network of content, commerce, travel events and social interaction focused on environmental sustainability (the “Platform”), including a directory of farms (the “Directory”) that align with TGR’s mission by practicing sustainable and ethical farming with attention to worker and animal welfare.

 

By entering into this Farm Directory Agreement, Partner agrees to be bound by its terms and conditions. This Agreement shall be effective on the date on which Partner clicks through to accept this Agreement (the “Effective Date”). This Farm Directory Agreement forms a part of, and is subject to, TGR’s Terms of Service, available at https://thegrandreturn.com/terms-of-use/ ; this Farm Directory Agreement shall prevail over any conflicting terms and conditions in TGR’s Terms of Service with respect to the rights and responsibilities of Partners who list farms in the Directory.

 

  1. TGR SERVICES

 

TGR shall (i) create a Partner profile page on the Platform which promotes the Partner’s farm (the “Listed Farm”) and links to the Directory, and which includes the Partner Materials (as defined in Section 2.3); and (ii) promote the Listed Farm through the Directory. Partner acknowledges that all right, title and interest to the Platform and the Directory are owned solely and exclusively by TGR or its licensors.

 

  1. PARTNER OBLIGATIONS

 

  • Qualification for the Directory. TGR shall in its sole discretion, determine Partner’s eligibility for inclusion on the Directory. A non-exhaustive list of specific certifications and qualifications aligned with TGR’s eligibility criteria is attached hereto as Exhibit A. Partner agrees to provide TGR with accurate and complete information about its farm, and to promptly and proactively update that information as it changes. Partner agrees that TGR may, if it so chooses, verify information provided by Partner, including through third-party services. Partner agrees to cooperate with TGR as it conducts such verifications. Partner’s failure to maintain its eligibility for inclusion on the Directory shall result in the removal of the Listed Farm from the Platform and the Directory, and TGR’s termination of this Agreement.

 

  • Listing Information Requirements. Partner shall, as soon as is practical, provide TGR with the information needed to list the Listed Farm in the Directory and on the Platform (the “Listing Information”), including but not limited to farm name, products produced and/or sold, farm hours, contact information, photos for publication and an overall description of farm practices including any certifications which may apply.

Listing Information must be accurate and substantially equivalent to any similar information listed on other online directories, catalogs and promotional channels utilized by Partner. TGR shall include the Listing Information in the Directory. Partner represents and warrants that it has the right to distribute the Listing Information and to grant TGR the right to publish the Listing Information on the Directory.

 

  • Additional Materials. Partner will provide video and/or graphic assets promoting the Listed Farm and Partner;, Partner’s biographical story and mission statement; Partner’s logo; Partner’s certifications; and information about Partner’s sources and processes (individually and collectively, the “Partner Materials”) to be included on Partner’s profile page on the Directory and in the sales and marketing of the Listed Farm. Partner represents and warrants that it has the rights to use, and to provide to TGR for use, pursuant to this Agreement, all Partner Materials. Partner may also provide additional content for publication on the Directory, including photos and articles, which TGR may publish in its sole discretion. In the event TGR publishes such additional Partner Materials, TGR will credit Partner and link to Partner’s profile page from the additional Partner Materials.

 

  • Partner grants TGR, a nonexclusive, royalty-free, fully paid up, worldwide right and license to use, copy, modify (for formatting purposes), create derivative works of, publish (including to display publicly) and distribute the Listing Information and Partner Materials in connection with TGR’s promotion of the Listed Farm, and the general promotion or marketing of TGR, on a stand-alone basis or as incorporated in TGR marketing materials (“TGR Materials”) on the Directory, the Platform, TGR’s social media channels, and TGR’s custom mobile application. Except for the limited rights granted herein, Partner will retain all right, title and interest in and to the Listing Information and Partner Materials. TGR will retain all right, title and interest in and to the TGR Materials. Partner waives any right to inspect or approve the TGR Materials or their use.

 

  • Partner grants TGR a non-exclusive, royalty-free, fully paid up, worldwide right and license to use, Partner’s name, trademarks and service marks (the “Partner Marks”) in connection with Partner’s profile on the Directory and the Platform during the Term. All use of the Partner Marks by TGR shall inure to the benefit of Partner and shall comply with Partner’s usage guidelines as provided by Partner from time to time.

 

  • Partner shall hold TGR harmless from any and all disputes, litigation and other issues that arise from TGR’s use of the Listing Information, Partner Materials, and Partner Marks.

 

  • Requests for Information. TGR shall respond to all customer service issues that arise out of the listing for the Listed Farm. Partner shall respond to requests for information from TGR related to customer inquiries as soon as is practically possible, and at a maximum, within one (1) Business Day (Monday through Friday, excluding any U.S. federal holiday when banks are closed).
  • Right to Remove. TGR reserves the right to remove Listed Farm from the Directory and the Platform for any reason. Listings may be removed, among other reasons, if they are not in compliance with applicable laws or are the subject of complaints by TGR customers (“Customers”). Listings will also be removed if Partner violates the terms of this Agreement or files for bankruptcy.
  1. NON-EXCLUSIVITY

 

Nothing in this Agreement is intended to or shall restrict Partner from promoting the Listed Farm through other online and offline channels. Nothing in this Agreement is intended to or shall restrict TGR from offering Listings or services similar to the Listed Farm on the Directory and on the Platform.

 

  1. PAYMENTS

 

In consideration of TGR’s listing of the Listed Farm, Partner shall pay TGR a one-time payment of forty dollars ($40) as a “Founding Farm” on the Directory.

 

  1. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

 

5.1 Partner represents and warrants as follows:

 

  • TGR’s promotion, display and distribution of the Listing Information, Partner Marks and Partner Materials, do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, rights of privacy or publicity or proprietary or other rights of any third party;
  • Partner’s performance under the Agreement is and shall be in compliance with all applicable laws, rules and regulations, and all TGR policies; and
  • Listings provided to TGR will be accurate and not misleading to consumers and Partner’s representation of pricing, if any, is accurate, consistent with any other retail pricing displayed by Partner and not artificially inflated.

5.2 OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TGR AND ITS OFFICERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES (“THE TGR PARTIES”) DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO PARTNER, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE DIRECTORY, INCLUDING WITHOUT LIMITATION THE SOFTWARE OR OTHER DELIVERABLES PROVIDED HEREUNDER OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, ANY THIRD PARTY SOFTWARE, OR SERVICES USED IN CONNECTION WITH THE DIRECTORY) WHETHER EXPRESS, IMPLIED OR STATUTORY.  WITHOUT LIMITING THE FOREGOING, TGR DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.  FURTHER, THE TGR PARTIES DO NOT REPRESENT OR WARRANT THAT THE OPERATION OF THE DIRECTORY WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION.

 

  1. INDEMNITY

 

6.1 Partner shall indemnify, defend and hold harmless TGR and its directors, officers, employees, agents and stockholders (the “Indemnified Parties”), from and against all claims, losses, damages, fees and expenses (including reasonable attorney’s fees and costs), including any interest, fines and legal or other professional fees and expenses (“Claims”) awarded against or incurred or paid by the Indemnified Parties as a result of or in connection with (i) any breach by Partner of this Agreement, or (ii) any alleged failure of the Listed Farm to conform to the Listing Information or Partner Materials.

 

6.2 As conditions of the indemnification obligations in Section 6.1 above: (a) the applicable Indemnified Party (the “Indemnitee”) will provide Partner with prompt written notice of any Claim for which indemnification is sought (provided that failure to so notify will not remove Partner’s indemnification obligations except to the extent it is prejudiced thereby), (b) the Indemnitee will permit Partner to control the defense and settlement of such Claim, and (c) the Indemnitee will reasonably cooperate with Partner in connection with Partner’s evaluation, defense and settlement of such Claim.  In defending any Claim, Partner shall use counsel reasonably satisfactory to TGR.  Partner shall not settle or compromise any such Claim or consent to the entry of any judgment without the prior written consent of TGR (not unreasonably withheld, conditioned or delayed).

 

  1. LIMITATION OF LIABILITY

 

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, TGR’S TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY TGR TO PARTNER UNDER THIS AGREEMENT.  TGR SHALL IN NO CIRCUMSTANCES WHATSOEVER BE LIABLE TO PARTNER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR:

  • LOSS OF PROFITS;
  • LOSS OF SALES OR BUSINESS;
  • LOSS OF AGREEMENTS OR CONTRACTS;
  • LOSS OF OR DAMAGE TO GOODWILL; OR
  • ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS.

 

  1. DATA PROTECTION

 

Partner shall comply with all applicable data protection and data security laws and any applicable industry or regulatory codes in respect of any personal data relating to Customers which it receives from TGR, Customers or the Directory under this Agreement (“Customer Data”). Partner will immediately notify TGR of any unauthorized account access to, or use of, Customer Data. Partner shall ensure that any Customer Data which comes into its possession or control is stored and processed in such manner as is consistent with industry data security practices applicable to protect such Customer Data from corruption, unauthorized access and interference. 

 

  1. CONFIDENTIAL INFORMATION

 

  • Neither Party shall directly or indirectly use or disclose to any third party, any trade secret, customer information, technical information or financial information of the other party (collectively “Confidential Information”), or the terms of this Agreement, other than to fulfill its obligations under this Agreement, without the prior written consent of the other Party.

 

  • Confidential Information does not include information that (i) is or becomes publicly available without any involvement of the Party to which the information is disclosed (“Receiving Party”); (ii) is documented as being known to the Receiving Party without restriction prior to its disclosure by the other party (“Disclosing Party”); (iii) is independently developed by the Receiving Party without access to the confidential information of the Disclosing Party; or (iv) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.

 

  • The Receiving Party may disclose Confidential Information of the Disclosing Party pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the Receiving Party shall provide prompt notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. A party receiving Confidential Information will restrict possession, knowledge, development and use of such information to its employees, agents, and subcontractors (collectively, “Representatives”) to the extent they have a need to know the information; provided, Representatives may not disclose the Confidential Information or use the Confidential Information for any other reason than to perform their obligations under this Agreement.

 

  1. TERM AND TERMINATION

 

10.1      This Agreement shall go into effect on the Effective Date. Unless terminated pursuant to Section 10.2, it shall remain in effect until Partner notifies TGR in writing of its intent to terminate.

 

10.2      In the case of a material breach of this Agreement, either Party may terminate this Agreement upon fifteen (15) days written notice, which shall act as a cure period.  If the material breach is not rectified, the Agreement will automatically terminate on day 16 and the Partner profile page, Partner’s directory listing, and the Partner Materials shall be removed from the Directory.

 

10.3      Any obligations that have accrued prior to termination or expiration shall survive termination or expiration of this Agreement.  In addition, the following Sections, as well as any other provisions which by their nature should survive, shall survive termination or expiration of this Agreement: Sections 5 through 11.

 

  1. MISCELLANEOUS

 

This Agreement, which includes the Partner Registration Form, this Farm Directory Agreement, and all attachments, schedules, or exhibits, constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and, upon its effectiveness, shall supersede and replace all prior agreements, understandings and arrangements, both oral and written, between the Partner and TGR with respect to such subject matter. This Agreement may not be modified in any way unless by a written instrument signed by both the Partner and TGR. If there is a conflict between this Agreement, the Partner Registration Form, or any other attachment, exhibit or schedule to which the Parties have agreed pursuant to this Agreement, this Agreement shall control. This Agreement and any dispute or claim arising out of it shall be governed by the law of the State of Delaware and all disputes shall be exclusively adjudicated in a court of competent jurisdiction located in Delaware.  Notwithstanding the foregoing, each Party may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Partner may not assign this Agreement without the prior written request of TGR, which shall not be unreasonably withheld or delayed.  Any assignment in violation of this Section 11 shall be void ab initio.  The failure of either Party to this Agreement to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of the Agreement. All notices under this Agreement (other than routine operational communications), shall be in writing and shall be deemed duly given upon receipt and may be delivered by (i) hand; (ii) express courier with a reliable system for tracking delivery; (iii) e-mail with confirmed delivery, or (iv) United States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed to the recipients as set forth above (for TGR) or in the Partner Registration Form (for Partner), unless a Party subsequently modifies its address pursuant to this provision. The relationship of TGR and Partner at all times shall be solely that of independent contractors with respect to all matters arising under this Agreement.  Nothing herein shall be deemed to establish a relationship of partnership, joint venture or employment between the parties.  Partner agrees that TGR may use Partner’s name and logo in press releases, brochures and similar marketing materials, financial reports and prospectuses indicating that Partner is a Partner listed in the Directory.

 

 

EXHIBIT A

 

CERTIFICATIONS AND QUALIFICATIONS

 

    1. Food Justice Certification
    2. Naturland Fair
    3. Fair Trade USA
    4. Fairtrade International
    5. Fair For Life
    6. Responsibly Grown Farmworker Assured
    7. Equal Exchange
    8. Small Producer Symbol
    9. World Fair Trade Organization
    10. Regenerative Organic Certification
    11. USDA Organic
    12. Demeter Biodynamic
    13. Rainforest Alliance
    14. Monterey Bay Aquarium Seafood Watch
    15. Soil Carbon Initiative
    16. Animal Welfare Certified
    17. Animal Welfare Approved
    18. Certified Grassfed
    19. Certified Humane