Terms of Use

The following Terms of Use (“Terms”) apply when you use Soil Foodweb School’s (“SFS”) website. Please review these terms carefully. By using the website, you are acknowledging that you have read and understood these Terms and agree to be legally bound.

1. Effective Date.

These Terms are effective as of November 12th 2019.

2. Agreement.

By agreeing to these Terms, you represent and warrant that you are at least eighteen (18) years old and that your registration and use of the website shall at all times comply with local, state, and federal laws and regulations to the extent the same apply (“Applicable laws”).

3. Courses and Course Material.

Any discounts offered on any course, programs, lectures, or workshops offered by SFS, including the Foundation Courses and the Consultant Training Program (“CTP”), cannot be used in combination with any other special offers, discounts, or promotions at any time.

SFS may offer a refund for a period not to exceed 30 days following the date of registration for the Foundation Course (“Refund Period”). No refunds are available if you have accessed or watched, whether in whole or in part, thirty-one (31) or more lectures of the Foundation Courses. After the Refund Period, no refund is available.

SFS reserves the right to provide certain course materials at its discretion, including the Foundation Courses (currently four (4) in total) and you understand that certain course materials may be under production at any given time. You agree that SFS is not liable for any damages nor would you have any causes of action against SFS should SFS delay release of any course materials, in whole or in part, for whatever reason or no reason at all.

You may access the Foundation Courses for a period not to exceed twelve (12) months (“Access Period”), beginning on the day that you purchase the Foundation Courses in part or in full.

You will be deemed to “graduate” the program only after you satisfy certain criteria or “pass” all associated examinations, at your own pace, during the Access Period. The criteria is provided by SFS and may be amended by SFS at its discretion at any time.

You are prohibited from taking any of the following actions:

(i) offering any services including but not limited to consulting, representing yourself as a consultant, or otherwise providing consultation services on the Soil Food Web to any agriculture operations, commercial farms, growing facilities, hobby farms, market gardens, composting facilities, or other commercial entity or private individual at any time; or

(ii) claiming to be a certified Soil Foodweb Consultant; or

(iii) claiming to be a representative or agent of Soil Foodweb Inc., Soil Foodweb School LLC or any associated person or entity.

You may become a certified Soil Foodweb Consultant only after you complete the CTP successfully and to the satisfaction of your Mentor, which is separate from the Foundation Courses, and satisfy any other criteria as set forth by SFS. The CTP includes the 3 Stages of the CTP and all of the Advanced Classes in the CTP, which are taken at key stages during the program. You must also adhere to the rules and instructions in the CTP Student Handbook at all time. In order to qualify for the CTP, you must successfully complete the Foundation Courses with an overall average pass mark in excess of 90%.

4. Intellectual Property.

Soil Foodweb School owns all rights in and to its intellectual property, including any software, firmware, source code, artwork, graphics, images, text or copy, video, audio or other information and content of or resident on its website, all of which may be protected by copyright and other intellectual property laws of the United States, foreign jurisdictions, or international treaties. No Soil Foodweb School content may be copied, reproduced, republished, uploaded, posted, transmitted, distributed, shared, used for public or commercial purposes, or downloaded in any way without the express written permission of Soil Foodweb School. Nothing in these Terms shall be deemed or interpreted as a grant of any license or right to use any intellectual property, including its trademarks or other proprietary information.

5. Accounts.

You will be required to establish an account to use and access the website. You are entirely responsible for maintaining confidentiality of your account information, including your username and password. You are entirely responsible for any activity that occurs on your account as a result of failing to keep such information secure and confidential. You may be held liable for losses due to someone else using your username, password, or account that result from failing to keep your account information secure and confidential. Further, when you register, you expressly consent to receive any notices, announcements, agreements, disclosures, reports, documents, communications concerning new products or services, or other correspondence from Soil Foodweb School.

Soil Foodweb School is not and will not be liable for any loss or damage arising from your failure to comply with these or other obligations set forth herein.

6. Revocation, Suspension, or Termination.

Soil Foodweb School reserves the right to terminate, suspend, or restrict access to your account or to the website, generally, at its discretion and for any reason, or none at all, including for violation of these Terms or its other policies.

7. Prohibited Uses.

By using or accessing the website, you agree not to do any of the following:

(i) rent, lease, loan, sell, resell, sublicense, distribute, share or transfer any rights or permissions granted in connection with using or accessing the website;

(ii) impersonate any person or entity, falsely claim an affiliation with any person or entity, or misrepresent the source, identity, or content of information transmitted to or via the website, or perform any other fraudulent activity;

(iii) use or access the website for any illegal purpose, or in violation of any Applicable laws;

(iv) remove, circumvent, disable, damage, or interfere with security-related features, features that prevent or restrict use or copying of any data, including content accessible through the Service, or features that enforce limitations on the use of the website;

(v) modify, adapt, translate, or create derivative works based upon the website;

(vii) interfere with or damage operation of the website by any means, including disseminating viruses, adware, spyware, worms, or malicious code, or disabling or impairing the website in any way; or

(viii) seek to gain access to the website through “hacking” or other means not expressly authorized in writing by Soil Foodweb School.

8. Indemnity.

You agree to defend, indemnify, and hold Soil Foodweb School, its affiliates, officers, directors, employees, agents, licensors, and suppliers harmless from and against any claims, actions, demands, liabilities, or settlements including without limitation, reasonable legal and accounting fees, resulting from or alleged to result from your violation of these Terms or other violation of any Applicable law or rights of any third party.

9. Assumption of Risk.

While using the website from a mobile device, please be aware of your surroundings and exercise reasonable judgment. You agree that your use of the website is at your own risk, and it is your responsibility to maintain such health, liability, hazard, personal injury, medical, life, and other insurance policies as you deem reasonably necessary for any injuries that you may incur while using the website. It is strictly forbidden to use the website while driving. While using a vehicle, you may only access the website after you have stopped your vehicle in an appropriate location permitted by law. If you are using the website in an area where there is traffic or other potentially dangerous conditions, stop and stand in a safe place and remain stationary until you are no longer doing the same.

10. Warranty Disclaimer.

The website is provided “as is” and on an “as available” basis, without warranty or condition of any kind, either express or implied. Soil Foodweb School and its officers, directors, employees, or agents specifically (but without limitation) disclaim (I) any implied warranties of merchantability, fitness for a particular purpose, or non-infringement; (II) any warranties arising out of course-of- dealing, usage, or trade; (III) any warranties that the information or results provided in, or that may be obtained from use of the website or will meet your requirements or be accurate, reliable, complete or up-to-date; and (IV) any warranties that the website will be uninterrupted or error- free. Your use of or access to the website is done at your own discretion and risk.

Soil Foodweb School takes reasonable measures to ensure that personally identifiable information (“PII”) of students is not disclosed. Soil Foodweb School cannot and does not, however, guarantee that PII will not be misappropriated, intercepted, deleted, destroyed or used by others. Students agree not to hold Soil Foodweb School liable for any loss or damage of any sort incurred as a result of any such disapprobation, interception, deletion, destruction or use of information provided to Soil Foodweb School.

The above limitations may not apply in whole or in part in some jurisdictions.

11. Limitation of Liability.

To the fullest extent allowed by Applicable laws, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall Soil Foodweb School or its employees, officers, directors, or agents be liable to you or any other person for any indirect, special, incidental, exemplary, punitive, or consequential damages of any kind, even if we have been advised of, knew, or should have known that such damages were possible and even if direct damages do not satisfy a remedy. Our aggregate total cumulative liability to you or anyone else for any loss or damages (including, without limitation, direct damages) resulting for claims, demands, or actions arising out of or relating to these terms will not exceed the greater of (I) $100 or (II) the amounts actually paid by you to Soil Foodweb School, in connection with your use of the website in the twelve (12) month period preceding this applicable claim, as appropriate, prorated for any partial period you use the website and/or for actual services used by the plaintiff or defendant in the claim, as appropriate, and not their affiliates, or subsidiaries. This limitation of liability reflects an allocation of risk between you and Soil Foodweb School.

The above limitations may not apply in whole or in part in some jurisdictions.

12. Entire Agreement.

This Agreement, together with all related exhibits and schedules, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. No Third Party beneficiary rights are created by these Terms.

13. Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify these terms so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

14. Modification and Waiver.

SFS reserves the right to modify or amend these Terms from time-to-time at its discretion. Any such modifications shall take effect immediately upon posting to the website. If you do not agree with any changes to these Terms, you may terminate your account and stop using the website. Your continued use of the website indicates that you have read, understand, and accepted or consent to the current version of these Terms. No wavier of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. In circumstances where there is a conflict between these Terms and the Additional Terms, the Additional Terms will take precedence.

15. Governing Law.

All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the United States and the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule (whether of the State of Oregon or any other jurisdiction).