Terms and Conditions For the Use of Haystackers

1. Introduction

1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

BY USING, LISTING, OR BOOKNG AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE OR OUR MOBILE APP, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

YOU MAY NOT USE LIST, BOOK OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH HAYSTACKERS INC., OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

These terms and conditions (these "Terms") apply to the access, use and services accessed through https://www.haystackers.com/ (the "Site") as well as our mobile app. These Terms are subject to change by HAYSTACKERS INC. (referred to as “Haystackers”, "us", "we", or "our"as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the "Last Updated Date" referenced on the Site. You should review these Terms before using any services that are available through this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes. Our policies may change as we learn more about use of our models.

These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site, our mobile app and our Services. You should also carefully review our Privacy Policy before using services through this Site.

2. Minimum Requirements and Eligibility.

To use our Services, you need to meet the following requirements:
(a) Meet any local licensing, age, or training requirements to operate agricultural machinery in your jurisdiction.
(b) The Services are intended solely for persons who are 18 or older.
(c) Provide proof of residency, if required.
(d) Provide a valid US driver's license.
(e) Complete a screening process, if required.
(f) We may also require documents such as: proof of machinery ownership, payment method, and any other verification document.
(g) Any other requirement that may be requested by Haystackers from time to time.

3. Registration

The agreement between you and Haystackers reflected by these Terms is effective when you access the Services (for example to create an account) and remains in effect until either you or we terminate the agreement in accordance with these Terms. To access certain features of the Services, you must sign up for an account with us (a “Haystackers Account”). You can create a Haystackers Account by providing us information, including your first and last name, email address, and creating a password or connecting through an account with a third-party site or service (such as Apple, Facebook, and Google). You may not have more than one (1) active Haystackers Account and you may not transfer or sell your account without Haystackers’ written authorization. You must provide accurate, current, and complete information during the registration, booking, and/or Listing process. You must keep your Haystackers Account up to date at all times.

4. Verification

Where permitted, Haystackers has the right, but not the obligation, to undertake screenings, checks, and engage in processes designed to:
(1) Help verify the identities or check the backgrounds of users, including history and user’s license validity.
(2) Help verify insurance history and insurability.
(3) Verify machinery details, conditions, and ownership.

Haystackers does not endorse any owner, user, or a user’s background, or commit to undertake any specific screening process. Haystackers may in its sole discretion use third-party services to verify the information you provide to us and to obtain additional related information and corrections where applicable, and you hereby authorize Haystackers to request, receive, use, and store such information. Haystackers may permit or refuse your request to book or list an equipment or Agricultural Vehicle in its sole and absolute discretion. Haystackers may, but does not commit to, undertake efforts to ensure the safety of any transaction through the Services. We do not make any representations about, confirm, or endorse the safety, roadworthiness, mechanical conditions, ownership or legal status of any machinery or equipment beyond our policies that require users to ensure their machinery and equipment are in safe and operable condition, legally registered, have a clean title, not subject to any applicable safety recalls, and otherwise satisfy our requirements.

Haystackers does not endorse any party or other user of the Services, or any Listed Agricultural Vehicle. Although these Terms require users to provide accurate information, Haystackers does not attempt to confirm, and does not confirm, any user’s purported identity or other information provided by such user

5. Consumer Report Authorization

When you attempt to make a Booking or Listing, or at any time thereafter where Haystackers reasonably believes there may be an increased level of risk associated with your Haystackers Account, you hereby provide Haystackers with written instructions and authorize Haystackers, in accordance with the Fair Credit Reporting Act at 15 U.S.C. § 1681m(a), applicable consumer reporting laws, or any similar laws to obtain your personal and/or business auto insurance score, credit report, and/or conduct a background check, including a criminal background check where permissible under applicable law. You hereby agree and waive any right to receive adverse action disclosure notice(s) as defined under the Fair Credit Reporting Act, and agree that Haystackers may make determinations, to include insurance determinations, in its sole and absolute discretion. However, Haystackers does not commit to undertaking any such additional reviews or checks and assumes no liability for electing not to take such additional reviews or checks.

6. Third Party Providers

HAYSTACKERS IS NOT A COMMON OR CARRIER AND DOES NOT TRANSPORT YOU, YOUR EQUIPMENT OR YOUR GOODS. GENERALLY, THE SERVICES ARE ONLY OPEN TO REGISTERED USERS OF OUR PLATFORM AND NOT TO THE GENERAL PUBLIC. YOUR ABILITY TO REQUEST, AND IF APPLICABLE, OBTAIN THIRD-PARTY SERVICES FROM THIRD-PARTY PROVIDERS IN CONNECTION WITH THE USE OF THE SERVICES DOES NOT ESTABLISH HAYSTACKERS AS A PROVIDER OF ANYTHING OTHER THAN THE SERVICES. INDEPENDENT THIRD-PARTY PROVIDERS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF HAYSTACKERS IN ANY WAY. ANY EFFORT, FEATURE, PROCESS, POLICY, STANDARD OR OTHER EFFORT UNDERTAKEN BY HAYSTACKERS TO FACILITATE YOUR RECEIPT OF THIRD PARTY SERVICES OR IN THE INTEREST OF SAFETY OR SECURITY (WHETHER REQUIRED BY APPLICABLE REGULATIONS OR NOT) IS NOT AN INDICIA OF AN EMPLOYMENT, ACTUAL AGENCY, APPARENT AGENCY, OR OSTENSIBLE AGENCY RELATIONSHIP WITH A THIRD-PARTY PROVIDER.

You understand that third parties own and manage the Agricultural Vehicles, accessories, and Add-ons offered through the Services. Each party is responsible for complying with all legal requirements of the offerings in their Listings. You agree to complete a visual inspection of the Agricultural Vehicle or accessory before beginning use of the Agricultural Vehicle. If you find damage in your initial inspection, you must upload same-day photos of such pre-existing damage at the start of your Booking as described here to ensure you are not held responsible for pre-existing damage. If you find damage on your initial inspection and fail to report it, Haystackers, third-party administrators, or insurance partners may assume that the damage occurred during your Booking period. If, after your initial inspection, you believe that the Agricultural Vehicle is not safe to drive or the accessory is not safe to use, please do not use the Agricultural Vehicle or Stay; instead, please contact the Haystackers team immediately via the Services.

You acknowledge that Haystackers is not responsible and shall not be liable for the safety or legal status of any Agricultural Vehicles shared via the Services beyond our basic policies that require a party making a listing to ensure their Agricultural Vehicles are in safe and operable condition, legally registered to be driven, not subject to a missing or stolen Agricultural Vehicle report, not subject to any applicable safety recalls, and otherwise satisfy our eligibility requirements, and that stays are safe, legally compliant in their jurisdiction, and otherwise satisfy our eligibility requirements. Further, in no event is Haystackers responsible whatsoever for the safety or condition or state of operation of any owner-included Add-on, and the party offering the equipment is solely and completely responsible for such Add-ons and shall fully indemnify Haystackers in the event of any losses or claims or injuries resulting from the use of any Add-on.

7. Cancellations

Haystackers reserves the right to cancel any Booking, whether requested, confirmed, or on-use, at any time and for any reason in Haystackers’ sole determination. Depending upon the reason for the cancellation, certain fees may still be owed by the parties. Haystackers may cancel booking requests when a party is deemed unresponsive (in Haystackers’ sole discretion) (or when there is no Verified Driver on the day a Booking begins.

8. Damage and Charges for Violation of Terms

Haystackers may charge you a fee on behalf of a third-party provider if, during your use of the Services, you have caused damage to a Agricultural Vehicle, equipment or property that requires repair (“Repair”). The amount of such fee shall be determined, in Haystackers’s sole discretion, based on the type of damage and the severity. Haystackers reserves the right to verify or otherwise require documentation of damages prior to processing a fee. In the event that a Repair request is verified by Haystackers in Haystackers’s reasonable discretion, Haystackers reserves the right to facilitate payment for the reasonable cost of such Repair using your payment method designated in your Account. Such amounts will be transferred by Haystackers to a third-party provider, if applicable, and are non-refundable. Additionally, if you fail to comply with these Terms, you may be responsible for charges, including without limitation, for transactions that could not be completed properly, arising out of or in connection with your failure to comply with these Terms.

9. Prices and Payment Terms

(a) All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Posted prices do not include taxes. All such taxes and charges will be added to your order total and will be itemized in your shopping cart and your order confirmation email. We strive to display accurate price information, however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and service availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences. You will provide complete and accurate billing information including a valid and authorized payment method. You authorize Haystackers and its affiliates, and our third-party payment processor(s), to charge your payment method for any fees due.

(b) In certain jurisdictions, Haystackers may enable the collection and remittance of certain taxes from or on behalf of the users of our Service, based on existing and future tax regulations, including marketplace facilitator or any p2p regulations. The amount of taxes, if any, collected and remitted by Haystackers will be visible to, and separately stated, to both parties participating in a transaction and on their respective invoices.

(c) We may employ the use of third-party services for the purpose of facilitating payment and the completion any Service. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

(d) We may offer, from time to time, promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.

(e) Terms of payment are within our sole discretion and payment must be received by us before we render any Service. We accept most major credit cards for purchases. You represent and warrant that (i) the credit card information you supply to us and/or our payment processors is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.

(f) We reserve the right to modify the scope, availability or impose any usage restrictions on our service, regardless of what was previously committed by Us. These changes will be made according to our service capacity to safeguard the interests of all users and to ensure uniform access to the service. We take this step to protect the quality of our service.

(g) We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 3 days after they are posted, except for increases made for legal reasons or Services in the Beta stage, which will be effective immediately. Any price changes will apply to the fees charged to your account immediately after the effective date of the changes.

10. Beta Services

Haystackers makes no representations or warranties for services in Beta stage, including any warranty that services in Beta stage will be generally available, uninterrupted or error-free, or that content will be secure or not lost or damaged. Except to the extent prohibited by law, Haystackers expressly disclaims all warranties for services in Beta stage, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.

11. Returns and Refunds

The Services on the Site are sold as final sale or non-returnable.

12. Not a Rental Company.

Haystackers is not a rental Agricultural Vehicle or equipment company. It does not own a fleet of Agricultural Vehicles or inventory of equipment and is not in the business of renting Agricultural Vehicles or equipment to the public. Haystackers also is not providing short- or long-term Agricultural Vehicle or equipment leases, it provides an online platform where agricultural Agricultural Vehicle and equipment owners and those in need of a agricultural Agricultural Vehicle or equipment can meet and share their Agricultural Vehicles and equipment amongst themselves subject to these Terms.

13. Prohibited Uses

Haystackers prohibits the use of our software, tools, and services for/to:
(a) illegal activity.
(b) Child sexual abuse material or any content that exploits or harms children.
(c) Content that expresses, incites, or promotes hate based on identity.
(d) Content that intends to harass, threaten, or bully an individual.
(e) Content that promotes, encourages, or depicts acts of self-harm, such as suicide, cutting, and eating disorders.
(f) Content related to adult content, adult industries, or pornography.
(g) Content that in any way violates applicable privacy law to you or us.
(h) Content that is considered classified, sensitive, or related to the national security of any country or nation.
(i) Content that in any way violates an agreement between you and any third party, including, but not limited to, any agreement with a governmental authority.
(j) Dilute, tarnish or otherwise harm the Haystackers brand in any way.
(k) Harm or threaten to harm users of Haystackers community.
(l) Breach, violate, and/or circumvent any local, state,
provincial/territorial, regional, or national law or other law or regulation, or any order of a court, including, without limitation, tax regulations, licensing or registration requirements, or thirdparty rights.
(m) Content, including images or objects of people without their consent.
(n) Any content, images or objects to which you do not hold appropriate usage rights.

14. Prohibited Activities

Additional to the prohibited uses described in the preceding paragraph as well as other obligations outlined in these Terms, you agree that, in connection with your use or access of the Services, you will not, nor advocate, facilitate, encourage, request, or assist any third party to:
(a) Use the Services to find Listing, and then complete a transaction for the items in such Listing partially or wholly independent of the Services, for any reason including but not limited to circumventing the obligation to pay any fees related to the provision of the Services by Haystackers (aka, gray market transactions, which do not necessarily require the exchange of money).
(b) Transfer your Haystackers Account and/or user ID to another party without our consent;
(c) Post false, inaccurate, misleading, defamatory, or libelous content.
(d) Provide or submit false or misleading information such as a false name, date of birth, driver’s license details, payment method, Agricultural Vehicle or equipment ownership, insurance, or other personal information.
(e) Post or provide false or misleading information regarding the characteristics, use, condition, location, of equipment or Agricultural Vehicles. (f) Post or provide false or misleading information regarding your qualifications, licenses, or experience operating agricultural equipment or Agricultural Vehicles.
(g) Provide false or misleading information by impersonating any person or entity, or falsifying or otherwise misrepresenting yourself or your affiliation with any person or entity.
(h) Fail to honor commitments regarding fees, penalties, or any other amount owed to Haystackers or another user.
(i) Fail to timely deliver or return any Agricultural Vehicle or equipment as set forth in any agreement between users or users and Haystackers.
(j) Fail to use any Agricultural Vehicle or equipment in compliance with applicable legislation, best industry practices, and manufacturer recommendations.
(k) Use the service to harass, stalk or defame any other user.
(l) Use the Services for your own unrelated purposes including contacting any user for any other purpose than in relation to booking ,listing, leasing, or acquiring an Agricultural Vehicle or equipment.

15. Insurance and Protection Plans

Haystackers is not an insurance company and has no obligation to insure users, Agricultural Vehicles, equipment, or people operating Agricultural Vehicles or equipment. Haystackers may, from time to time offer users protection plans through the Services. To be eligible for the benefits of a protection plan, users must comply with these Terms and with the conditions set forth in each protection plan.

16. Use of the Agricultural Vehicle and Safety

In the event Haystackers has any concern about a party’s use of a Agricultural Vehicle, Haystackers may terminate the Booking in its discretion at any time and require the return of the Agricultural Vehicle, including recovering the Agricultural Vehicle on behalf of the party providing the vehicle. The prohibited uses list in these Terms is not meant to be exhaustive. If you have any concerns about your planned use, please contact Haystackers support team. If you misuse or are negligent in the use of an Agricultural Vehicle, you will be fully financially responsible for any related claims, loss, or damage, and your protection plan and/or insurance may be voided.Parties also acknowledge that using a Agricultural Vehicle in a prohibited manner or otherwise breaching these Terms may lower available liability coverage to legal minimum limits, or nullify coverage, and may furthermore nullify any comprehensive or collision protection and/or protection plan where allowed by applicable law.

Under no circumstance shall (and the occurrence of such shall constitute a material breach of these Terms):

• the Agricultural Vehicle be driven or transported outside the United States.

•  use of the Agricultural Vehicle (i) by anyone who is not a Verified Driver; (ii) by anyone under the influence of drugs or alcohol; (iii) by anyone who obtained the Agricultural Vehicle or extended the Booking period by giving us false, fraudulent or misleading information; (iv) in furtherance of an illegal purpose or under circumstance that would constitute a violation of law other than a minor traffic citation; (v) to carry dangerous or hazardous items or illegal materiel; (vi) when loaded beyond the manufacturer’s suggested tow rating for the Agricultural Vehicle.

• failing to properly load materials and distribute the weight of those materials to allow safe operation of the Agricultural Vehicle

• failing to use the Agricultural Vehicle in compliance with all instructions and warnings provided by us and owners.

• using or placing the wrong fuel type or octane into the Agricultural Vehicle (e.g. putting gas into a diesel Agricultural Vehicle or diesel into a gas Agricultural Vehicle)

17. Financial responsibility for physical damage; incident reports.

The Party who Booked the trip is financially responsible for all physical damage to or theft of a Booked Agricultural Vehicle that occurs during the Booking, plus any additional costs and fees resulting from damage of any kind to the Agricultural Vehicle, regardless of who is found to be at fault. This includes damage due to weather and other acts of God. This responsibility applies whether the party who booked has their own Agricultural Vehicle insurance or not. All defects and/or damage to the Agricultural Vehicle noted in the return inspection which are not noted on the completed Agricultural Vehicle Departure Checklist shall be the sole responsibility of the booking party, who shall reimburse the Owner for the cost of the repair.

Within 24 hours prior to releasing the Agricultural Vehicle, the booking party is responsible for completing a full inspection of the interior and exterior of the Agricultural Vehicle, and must take digital photographs to document its condition within 48 hours prior to departure and 48 hours after return. If Haystackers, in its reasonable judgment, determines that such pre- or post-trip photographs were manipulated or modified in any way, Haystackers may deny any claim. During the delivery, the parties must complete a thorough, comprehensive walk-through report of the Agricultural Vehicle, noting in writing any and all existing defects or damage to the Agricultural Vehicle prior to booking party’s acceptance of the Agricultural Vehicle.

Any party must file a notice claim to report any losses to Haystackers within 48 hours of the end of the Booking period or return of the Agricultural Vehicle (whichever occurs first).

Should a dispute arise between the parties, Haystackers may, in its sole discretion, assist to settle any disputes. Haystackers’ determinations on all security deposit dispute resolution and claim resolutions are final.

Repossession: Haystackers, a hired agent of Haystackers, or the Owner may repossess any Agricultural Vehicle Booked through the Services without demand, at the other party’s expense, if the Agricultural Vehicle is not returned by the end of the Booking (including a Booking canceled at any time by Haystackers), is found illegally parked, apparently abandoned, or used in violation of applicable law or these Terms.

Repossession: Haystackers, a hired agent of Haystackers, or the Owner may repossess any Agricultural Vehicle Booked through the Services without demand, at the other party’s expense, if the Agricultural Vehicle is not returned by the end of the Booking (including a Booking canceled at any time by Haystackers), is found illegally parked, apparently abandoned, or used in violation of applicable law or these Terms.

Missing Agricultural Vehicles: If an Agricultural Vehicle you have Booked through the Services goes missing and/or is stolen during the Booking period, you must immediately return the original ignition key to the Owner, file a police report immediately after discovering the Agricultural Vehicle is missing or stolen, but in no event more than 24 hours after discovering it has gone missing, and cooperate fully with the Owner, law enforcement, Haystackers, and other authorities in all matters related to the investigation.

18. No Third-Party Provider Guarantee.

HAYSTACKERS DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD-PARTY PROVIDERS, THEIR AGRICULTURAL VEHICLES, AND/ OR EQUIPMENT. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED OR OBTAINED FROM THIRD-PARTY PROVIDERS IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

HAYSTACKERS DOES NOT CONTROL, MANAGE OR DIRECT ANY THIRD-PARTY PROVIDERS. THIRD-PARTY PROVIDERS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF HAYSTACKERS. IF A DISPUTE ARISES BETWEEN YOU AND OR ANY OTHER THIRD PARTY, YOU RELEASE HAYSTACKERS FROM LOSSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

HAYSTACKERS DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE SERVICES. HAYSTACKERS CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE FREE OF MISREPRESENTATIONS, FALSE INFORMATION, VIRUSES OR OTHER HARMFUL COMPONENTS.

HAYSTACKERS DOES NOT ITSELF PROVIDE AGRICULTURAL VEHICLE OR EQUIPMENT SHARING, RENTAL SERVICES, AND/OR INSURANCE SERVICES AND IS NOT RESPONSIBLE FOR ANY OF THE ACTS OR OMISSIONS OF ANY OF THE USERS OF ITS SERVICES, THE MANUFACTURER OF THE AGRICULTURAL VEHICLES OR EQUIPMENT, OR ANY THIRD PARTY PROVIDER OF SERVICES. THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT LIMITING THE FOREGOING, HAYSTACKERS EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

HAYSTACKERS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF HAYSTACKERS, EVEN IF HAYSTACKERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU WAIVE AND DISCHARGE ANY AND ALL RIGHTS YOU HAVE TO SUE OR MAKE CLAIMS AGAINST HAYSTACKERS AND ANY OF ITS SUBSIDIARIES, DIRECTORS, OFFICERS, AGENTS (INCLUDING THIRD-PARTY ADMINISTRATORS, INSURANCE PRODUCERS, AND INSURANCE PROVIDERS), OR EMPLOYEES (TOGETHER, THE “HAYSTACKERS PARTIES”) AND ANY USER FOR ANY DAMAGES OR LOSSES, WHETHER DUE TO NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE FOLLOWING:
A) AGRICULTURAL VEHICLE OR EQUIPMENT AVAILABILILY, DELIVERY, OR RETURN.
B) MALFUNCTION, DEFICIENCY, OR ANY PROBLEM RELATED TO A AGRICULTURAL VEHICLE OR EQUIPMENT, INCLUDING ANY WARRANTY ISSUE.
C) THE LEGAL OR LICENSE STATUS OF A USER, AGRICULTURAL VEHICLE, OR EQUIPMENT.
D) ANY ACTION OR INACTION OF A USER, INCLUDING DAMAGES TO PEOPLE, AGRICULTURAL VEHICLES OR EQUIPMENT.

19. Warranty and Disclaimers

ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF ANY THIRD PARTY´S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.

20. Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO $100 USD.

The limitation of liability set forth above shall only apply to the extent permitted by law.

21. Indemnification

You agree to indemnify and hold Haystackers and its affiliates and their officers, directors, employees, and agents harmless from and against any and all actions, claims, demands, losses, liabilities, costs, damages, and expenses (including attorneys’ fees), arising out of or in connection with: (1) your access to or use of the Services, (2) your violation of these Terms, (3) any user input, (4) your interaction with any other user of the Services, or (5) your booking of a Agricultural Vehicle or equipment as well as the creation of a listing for a Agricultural Vehicle or equipment within the Service. Such indemnification includes but is not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential, or otherwise) arising in connection with or as a result of a booking, sharing, or use of a Agricultural Vehicle or equipment. This indemnification provision is a fundamental element of the basis of the bargain between Haystackers and you. It shall apply to the extent permitted by applicable law, and any aspects of it that are deemed unenforceable shall be severed while leaving the remainder in effect.

22. Use of Services

You represent and warrant that you are using services from the Site for your own personal use only, and not for commercial purposes. You further represent and warrant that services will not be used in countries, region, or by people subject to sanctions as set forth in section 30 .

23. Use of Services

Subject to your compliance with the provisions of these Terms, Haystackers grants you a limited, revocable, non-exclusive, non-transferable license, to access and view any user content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Haystackers or its licensors, except for the licenses and rights expressly granted in these Terms.

24. Services

We reserve the right to withdraw or amend our Service, and any service, module, listing, booking or material we provide via our Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users.

25. Feedback

We appreciate feedback, comments, ideas, proposals and suggestions for improvements (“Feedback”). If you provide any of these things, we may use it without restriction or compensation to you. You agree that any intellectual property rights, if any, that may arise as a result of Feedback will be retained by us at all times.

26. Restrictions

You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use the Services with the objective of developing models, software, or services that compete with Haystackers; (iv) use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction. You may use Services only in geographies currently supported by Haystackers.

27. Content

You may provide input to the Services, such as information related to tangible assets you either own or want to list, as well as information related to the people in charge of those assets, (“Input”), and receive output generated and returned by the Services based on the Input (“Output”), such as such as recommendation, possible clients, or possible users to connect with. Input and Output are collectively “Content.” Haystackers may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms.

28. User Accounts

To submit information to and otherwise use our Service, you must first register by creating a User Account. User Account registration requires you to submit to Us certain personal information, such as your name, email address, and other personal information. If you choose to set up your User Account to electronically pay for certain fee-based Services, you will also be required to provide a valid payment method. You grant Us the right to provide any information you submit to Us to third parties for purposes of facilitating the completion of any financial transactions initiated by you or on your behalf.

You are responsible for safeguarding the password that you use to access your User Account, and it is recommended that you choose a strong password with sufficient length and complexity such that third parties will not readily guess your password. You should take measures to maintain and preserve the confidentiality of the username and password associated with your User Account, and you must notify Us promptly of any unauthorized use or suspected breach of security of your User Account. Haystackers shall not be liable for any losses that may result from any unauthorized use of your User Account or failure to maintain appropriate confidentiality measures. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your User Account, whether or not you have authorized such activities or actions. Haystackers owns your User Account credentials and may revoke or change them at any time.

29. Accuracy

To provide the Services, We may use algorithms, machine learning and other technologies which are rapidly evolving fields of study. We are continuously improving our Services to make them more reliable, accurate, safe and beneficial. Given the probabilistic nature of these technologies, use of our Services may in some situations result in incorrect Output that does not accurately reflect your expectation based on Input. You should evaluate the accuracy of any Output as appropriate for your use case.

30. Termination; Suspension

These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate or suspend your account and bar access to the Services immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of Terms. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent, illegal, unethical or could subject us or any third party to liability.

31. Relationship of the Parties

The terms outlined in this document do not create a partnership, joint venture or agency relationship between you and Haystackers.

32. Use of Brands

You may not use Haystackers’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.

33. Privacy

We respect your privacy and are committed to protecting it. Our Privacy Policy, (www.haystackers.com/privacy), governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

34. Copyright Complaints

If you believe that your intellectual property rights have been infringed, please send notice to the address below or fill out this form. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.

HAYSTACKERS INC.
2200 W Higgins Road Suite 315
Hoffman Estates IL 60169

Attn: General Counsel
To be effective, the notification must be in writing and contain the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property that you claim has been infringed; a description of where the material that you claim is infringing is located on the Website, with enough detail that we may find it on the Website; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

35. Export Controls and Compliance

The Services may not be used in or for the benefit of, exported, or re-exported (a) into any country embargoed or sanctioned by the United States (collectively, the “Embargoed Countries”) or (b) to or by anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

36. Force Majeure

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

37. Third Party IP

All third-party products, company names and logos are trademarks or registered trademarks and remain the property of their respective holders. Use of them does not imply we have any affiliation with them or endorse them. All references by us to third party trademarks are intended to constitute nominative fair use under applicable trademark laws.

38. Governing Law and Jurisdiction

This Site is operated from the state of Delaware, United States of America. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of Delaware without giving effect to any choice or conflict of law provision or rule (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of Delaware.

39. Dispute Resolution and Binding Arbitration

(a) YOU AND HAYSTACKERS INC. ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

(b) The arbitration will be administered by the International Chamber of Commerce ("ICC") in accordance with the International Chamber of Commerce Rules (the "ICC Rules") then in effect, except as modified by this Section. The arbitration will take place in the city where Haystackers is headquartered at the time arbitration proceedings are commenced.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

We will be responsible for paying any individual user's arbitration fees if you prevail on any claim that affords the prevailing party attorneys' fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.

(c) You agree to arbitration on an individual basis. In any dispute, NEITHER YOU NOR HAYSTACKERS INC. WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

40. Assignment

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

41. No Waivers

The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of HAYSTACKERS INC.

42. No Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

43. Notices

(a) To You. We may provide any notice to you under these Terms by (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

(b) To Us. To give us notice under these Terms, you must contact us by personal delivery, overnight courier, or registered or certified mail to Haystackers Inc., 2200 W Higgins Road Suite 315 Hoffman Estates IL 60169. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are received. Notices provided by registered or certified mail will be effective three business days after they are received.

44. Severability

If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

45. Entire Agreement

These Terms, the license agreement relating to any product or service you obtain on or through this Site, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.