Last updated: January 19, 2019
Welcome to Foodshed Investors. The website www.foodshedinvestors.com, and the various related services (the “Services”), features, functions, software, applications, websites and networks (collectively, this “Site”) are provided and operated by Local Impact Investors, LLC d/b/a Foodshed Investors (FI) and also d/b/a Austin Foodshed Investors (“AFI”).
The Site is intended to support the local food community by educating and connecting local for-profit sustainable food businesses with potential accredited investors and other assistance.
FI is not a broker dealer or investment advisor. FI does not provide investment advice, endorsements, analysis or recommendations with respect to any such investments.
To access the Site, you must be at least 18 years of age. BY USING THE SITE, YOU REPRESENT THAT YOU SATISFY THE ELIGIBILITY REQUIREMENTS AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITE.
You may also be asked to provide certain registration details or other information in connection with the use of the Site. It is a condition of your use of the Site that all the information you provide is and will be correct, current, and complete. If FI believes that the information you provide is not correct, current, or complete, FI has the right to refuse your access to the Site or any of their resources, and to terminate or suspend your access at any time.
In using the Site, you must comply with all applicable laws and government regulations at all times, including but not limited to any applicable laws and regulations of the United States and other jurisdictions relating to securities and financial matters, consumer protection and privacy.
3. Individual Features and Site.
4. Modification of these Terms.
To the extent that any modifications to the Terms or Policies are not allowed under applicable laws, the prior most recent version of the Terms or Policies shall continue to apply.
5. Entrepreneurs, Investors, Investments and other Roles.
5.1 Entrepreneurs Seeking Funding.
Certain Services and pages of the Site are available only to local for-profit sustainable food businesses that have been authorized by FI to access those services and web pages. If you are a local for-profit sustainable food business and wish to be authorized to access those services and web pages, you must first “self-qualify” by assessing your status relative to FI's Qualification Criteria, then Apply. Once FI has received your application, FI will review it and if it believes that your business is appropriate for FI, will contact you.
Certain Services and pages of the Site are available only to investors that are accredited investors (as defined by SEC Regulation D Rule 501) and have been authorized by FI to access those services and web pages. Such authorization may require completion of an accredited investor questionnaire and satisfactory background information screening and/or identification verification. If you are an accredited investor and wish to be authorized to access those services and web pages, you must register with FI at the “Join” page on the Site. Once FI has received your application, FI will review it and if it believes that you are an acceptable investor participant, will contact you.
Potential listings on this Site are suitable for accredited investors who are familiar with and willing to accept the high risk associated with private investments. Investment opportunities will target small businesses that vary in size, scope, term and return profiles and therefore each individual potential investment may contain more or less inherent risk. These types of investments require high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment.
These investments may also be governed by both Federal and state securities and financial laws. There laws are complicated and can sometimes be difficult to apply. FI has no intention or capability to transact deals on this Site. Any transaction that you might choose to engage in is solely between you and the parties you engage. FI makes no representation as to the legality or appropriateness of any transaction you might enter into. You are solely responsible for complying with securities, financial and other related laws.
FI is not acting as an investment advisor, or a broker dealer, and you agree that you will not use the Site or any of the Services in a way that might cause FI to have to register as a broker dealer with the SEC or state regulatory entities, or to be treated as an underwriter.
You agree that you will use your own judgement before making any decision to invest or accept an investment of any kind. FI does not perform due diligence on any person or company you may meet through the Site or use of the Services. Investors are solely responsible for conducting any legal, accounting or due diligence review that it considers necessary. You should obtain legal, investment and tax advice from your advisers before deciding to invest or accepting an investment.
6. Digital Millennium Copyright Act.
It is FI’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. FI reserves the right to terminate without notice any user’s access to the Site or any of the Services if that user is determined by FI to be a “repeat infringer.” In addition, FI accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
7. Site License Grant.
7.1 License Grant.
7.2 Prevention of Unauthorized Use.
FI reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Site or the Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
8. Feedback and User Content.
You hereby grant to FI the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to FI through the Site or the Services (together, the “Feedback”), and to incorporate any Feedback in other works in any form, media, or technology now known or later developed. FI will not be required to treat any Feedback as confidential, and may use any Feedback in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear on the Site, or in FI’s future Services or operations.
8.2 User Content.
You agree that you will only provide FI and the other users of the site with content that you have the right to provide (“User Content"). You agree that any User Content you provide through the Site or the Services is correct and truthful to the best of your knowledge. FI is not obligated to display your User Content. FI reserves the right to delete, remove, or otherwise make inaccessible any User Content that you provide for any reason, or no reason, in its sole judgment. If you are viewing, or using in any way the content of other users, you acknowledge and agree that FI does not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any such user content.
When you use the Site or any of the Services or products or information from FI, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to FI on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If at any time you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify FI. You may be liable for the losses incurred by FI or others due to any unauthorized use of the Site, the Services or your account.
10. Third-Party Sites.
12. Ownership; Proprietary Rights.
The Site is owned and operated by FI. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Site provided by FI (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on the Site are the property of FI or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to FI or its affiliates and/or third-party licensors. Except as expressly authorized in writing by FI, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. FI reserves all rights not expressly granted in these Terms.
You agree to indemnify, save, and hold FI, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, members, officers, directors, and contractors harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Site or any Services, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. FI reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify FI, and you agree to cooperate with FI’s defense of these claims. FI will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
14. Disclaimers; No Warranties.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FI AND ITS AFFILIATES, CONTRACTORS, MEMBERS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “FI PARTIES”) DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE FI PARTIES OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
14.2 “As Is” and “As Available” and “With all Faults”.
YOU EXPRESSLY AGREE THAT THE USE OF THE SITE AND THE SERVICES ARE AT YOUR SOLE RISK. THE SITE AND ANY DATA, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, THIRD PARTY SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, THE WARRANTIES PROVIDED BY FI SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
14.3 Platform Operations and Content.
THE FI PARTIES DO NOT WARRANT THAT THE DATA, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SITE OR ANY THIRD PARTY SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
THE FI PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR ANY THIRD PARTY SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
14.5 Harm to Your Property.
YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS OR DATA THROUGH THE SITE OR ANY THIRD PARTY SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICES AND OTHER PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH INFORMATION, MATERIAL OR DATA.
15. Limitation of Liability and Damages.
15.1 Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE FI PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE SERVICES OR MATERIALS ON THE SITE OR ANY THIRD PARTY SITES, OR ANY OTHER INTERACTIONS WITH FI, EVEN IF FI OR AN FI AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 Limitation of Damages.
IN NO EVENT WILL THE FI PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE OR YOUR INTERACTION WITH OTHER SITE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU IF ANY, TO FI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
15.3 Release for Disputes between Users.
If you have a dispute with one or more other users of the Site or the Services, you release FI (and FI’s members, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a resident of California or any other state that has a law similar to California Civil Code Section 1542 (which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor,”), then you hereby waive the application of such law to the maximum extent permitted.
15.4 Third Party Sites.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY SERVICES OR PRODUCTS SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE BY THIRD PARTIES RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY THIRD PARTY SITES.
15.5 Basis of the Bargain.
YOU ACKNOWLEDGE AND AGREE THAT FI HAS OFFERED YOU ACCESS AND USE OF THE SITE, ITS SERVICES AND PRODUCTS, SET ITS FEES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND FI, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND FI. FI WOULD NOT BE ABLE TO PROVIDE THE SITE OR THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
15.6 Limitations by Applicable Law.
16. United States Export Controls.
17.1 Notice. FI may provide you with notices, including those regarding changes to these Terms, by email, regular mail or postings on the Site. Notice will be deemed given twenty-four hours after email is sent, unless FI is notified that the email address is invalid. Alternatively, FI may give you legal notice by mail to a postal address, if provided by you through the Site. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Site is deemed given thirty (30) days following the initial posting.
17.2 Waiver. The failure of FI to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by FI.
(a) Choice of Law; Forum. These Terms shall be governed in all respects by the laws of the State of Texas, without regard to any conflict of law provisions. You agree that any claim or dispute you may have against FI (or any other FI Party) must be resolved by a court located in Travis County, Texas, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Travis County, Texas for the purpose of litigating all such claims or disputes.
(b) Arbitration Option. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Improperly Filed Claims. All claims you bring against FI (or any other FI Party) must be resolved in accordance with this Section 17.3 (Dispute Resolution). All claims filed or brought contrary to this Section 17.3 shall be considered improperly filed. Should you file a claim contrary to this Section 17.3, FI may recover attorneys’ fees and costs up to $5000, provided that FI has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
17.4 Severability. If any provision of these Terms (including any Policies) is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
17.6 Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 2, 5.3, 6 and 11-17.
17.7 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
17.9 No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
17.10 Force Majeure. Neither party will be responsible for delays and defaults due to war, strikes, fire, acts of God, labor or transportation difficulties, or other causes beyond that party’s reasonable control.
Local Impact Investors, LLC d/b/a Foodshed Investors
4101 Medical Parkway #107
Austin, TX 78756
If you are a Texas resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
© 2019 Local Impact Investors, LLC