Terms of Use

These Terms of Use (the “Terms”) govern access to and use of the Back40 Share platform (the “Platform”), operated by Back40 Share, LLC (the “Company,” “we,” “us,” or “our”). By accessing or using the Platform in any manner, including as a visitor, registered user, farmer, or contributor (“you” or “User”), you agree to be bound by these Terms and all policies incorporated by reference. If you do not agree, you may not use the Platform.

1. Acceptance of Terms

By accessing or using the Platform, you agree to be bound by these Terms and all policies incorporated by reference.

2. Platform Role; No Agency or Fiduciary Relationship

The Platform provides administrative, technological, and informational tools that allow Users to discover and support farm-related projects.

• Acts solely as an intermediary platform provider
• Does not act as an agent, broker, fiduciary, partner, joint venturer, or advisor
• Does not act as a fiduciary with respect to any funds transmitted through the Platform
• Does not control, manage, operate, or supervise any farm or project

No agency, fiduciary, partnership, employment, or joint venture relationship is created between the Company and any User.

3. No Securities Offering; No Investment Advice

The Platform does not offer or sell securities, investment contracts, notes, or any other financial instruments. Contributions made through the Platform do not represent equity, debt, profit-sharing, or ownership interests, and do not entitle contributors to financial returns, dividends, or appreciation.

The Company does not provide investment, legal, tax, or financial advice. Any information presented on the Platform is for general informational purposes only.

4. Nature of Contributions; Risk Acknowledgment

All contributions are made voluntarily to support farm projects. You acknowledge and agree that farming and agricultural projects are inherently risky, project outcomes may vary and may fail entirely, and the Company makes no guarantees regarding results, delivery, or success. You assume all risks associated with your participation.

Contributions are not conditioned on the completion of any project, the achievement of any specific outcome, or the delivery of any particular result. Project scope, timing, and execution may change based on circumstances beyond the Company’s control.

5. Contribution Tiers and Farm-Provided Benefits

Certain projects may include suggested contribution tiers that reference non-monetary benefits or acknowledgments (“Benefits”) offered by the applicable farm or project creator.

• Offered solely by the farm or project creator, not by the Company
• Non-monetary in nature and intended as expressions of appreciation
• Subject to availability, modification, or cancellation

The Company does not guarantee the availability, quality, timing, or delivery of any Benefit and is not responsible for fulfillment, substitution, or non-performance by any farm or project creator.

Benefits are not purchases, are not consideration for goods or services, and do not create any contractual obligation between contributors and the Company.

The Company reserves the right, in its sole discretion, to permit, restrict, modify, or require the use of contribution tiers or Benefits on the Platform.

6. Farmer Responsibilities

Farmers and project creators represent and warrant that all information provided is accurate and not misleading, they have authority to operate and present their project, and they are solely responsible for fulfilling any commitments described.

The Company does not verify, audit, or guarantee farmer representations beyond any stated verification processes.

7. Payment Processing and Funds Flow

Payments made through the Platform are processed by third-party payment processors (e.g., Stripe), and are subject to the terms, conditions, and policies of those processors.

• Does not hold funds as a bank, escrow agent, or trustee
• Does not guarantee payment processing outcomes
• Is not responsible for processor delays, errors, chargebacks, reversals, or account holds

The Company may charge platform fees in connection with use of the Platform, including fees assessed to contributors and/or farms. Applicable fees, if any, will be disclosed prior to contribution or participation and may vary by role, project, or transaction type.

Funds flow and availability are subject to the terms and timing of the applicable payment processor.

Payout Timing. Contributions processed through the Platform are subject to payout timing, availability, and holds determined by the applicable payment processor. Funds may not be immediately available to farms or project creators and may be subject to rolling delays, reserves, chargebacks, or compliance reviews imposed by the payment processor. The Company does not control payout timing and is not responsible for delays or holds imposed by third-party processors.

8. Tax Treatment

Contributions made through the Platform are not charitable donations and are not tax-deductible unless expressly stated otherwise. The Company does not provide tax advice, and you are solely responsible for determining any tax implications of your participation.

9. Refunds and Cancellations

Refunds, if any, are governed solely by the refund policy disclosed on the Platform at the time of contribution and applicable payment processor rules. The Company is not obligated to issue refunds unless expressly stated.

10. Prohibited Conduct

You agree not to:

• Use the Platform for unlawful purposes
• Misrepresent your identity or intentions
• Circumvent platform safeguards
• Solicit investments or securities through the Platform
• Interfere with Platform operations

The Company may suspend or terminate access for violations.

11. Intellectual Property

All Platform content, trademarks, software, and materials are owned by or licensed to the Company. You may not copy, modify, distribute, or exploit Platform content without prior written consent.

12. Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNT OF FEES PAID TO THE COMPANY IN THE PRECEDING TWELVE (12) MONTHS.

14. Indemnification

You agree to indemnify and hold harmless the Company, its members, managers, officers, and agents from any claims arising out of your use of the Platform or violation of these Terms.

15. Dispute Resolution; Arbitration

Any dispute arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration in Wyoming, unless otherwise required by law. You waive any right to participate in class actions or representative proceedings.

16. Governing Law

These Terms shall be governed by the laws of the State of Wyoming, without regard to conflict-of-law principles.

17. Modifications

The Company may modify these Terms at any time. Continued use of the Platform constitutes acceptance of updated Terms.

18. Severability

If any provision is held unenforceable, the remaining provisions shall remain in full force.

19. Contact Information

Questions regarding these Terms may be directed to legal@back40share.com.