TERMS OF SERVICE

Thanks for considering the opportunity to join our barter club via the Oyster Farm LLC Application (“Application”). The Application provides a recording and ledger tracking service for individually negotiated barter transactions as well as Oyster Farm postings for social networking and volunteer opportunities. By using this Application, you agree to the terms and conditions in this Agreement between you and the Oyster Farm LLC (“Oyster Farm”). If you do not wish to agree to the outlined terms and conditions (the “Terms of Use” or “Agreement”), do not register to join.

Oyster Farm reserves the right to make any changes to these Terms of Use and/or our Privacy Policy (which is incorporated herein by reference) without prior notification to you. You should re-read this Agreement containing our Terms of Use and Privacy Policy from time to time in order that you stay informed as to any such changes. If we make changes to our Terms of Use and Privacy Policy and you continue to use the Application, you are impliedly agreeing to the Terms of Use and Privacy Policy expressed herein. If you have any questions about these terms, contact us at admin@oysterfarm.org.

1. Member Eligibility and General Barter Conditions.
   
   The Oyster Farm is a Boulder County Colorado membership-based barter club for Individual Members, Gig Economy Participant Members, and Commercial Business Members, individually “Member”, collectively “Members”. Members can barter goods and services, participate in social networking and volunteer events hosted by the Oyster Farm, and take advantage of micro-job posting opportunities from Boulder County businesses, all through the Application. All barter transactions are recorded and tracked in “units of account” called Pearls.
   
   To barter any goods or services listed in the Application, a Member must have the Application available on an electronic device (e.g., smartphone) at the time of the barter transaction.
   
   All barter transactions are conducted under the purchase policies, and terms and conditions of exchange of the Member offering the product or service.
   
   
   1. Individual Members. Individual Members ("Individual" or collectively "Individuals") must be 18 years of age or older and a resident of Boulder County, Colorado. Individuals may participate in barter transactions, volunteering, and defined social events designed and scheduled by the Oyster Farm.
   
   
   2. Gig Economy Participant Members. Individuals who are 18 years of age or older, and who also designate themselves in the Application as participants in the gig economy (“Gig Economy Participant” or collectively “Gig Economy Participants”) may participate in barter transactions using Pearls, volunteering, and defined social events designed and scheduled by the Oyster Farm. In addition, self-designated Gig Economy Participants may be entitled to certain tax and/or tax reporting benefits. Gig Economy Participants are responsible for consulting their CPA or tax advisor to determine their eligibility for these benefits.
   
   
   3. Commercial Business Members. Businesses and merchants located in Boulder County, Colorado, who are registered to do business in Colorado and are in good standing in Colorado (“Commercial Business” or collectively “Commercial Businesses”) may participate in barter transactions with other Members using Pearls. In addition, Commercial Businesses may, via the Application, promote goods and services that they desire to make available for bartering in Pearls, and may broadcast the availability of micro-labor jobs available for bartering in Pearls. Oyster Farm, in its sole discretion, can limit the number, frequency, and content of the promotions of goods and services made by Commercial Businesses on the Application, as well as the number, frequency, and content of micro-job listings made by Commercial Businesses on the Application.
      
      Commercial Businesses, at the sole discretion of Oyster Farm, may be listed in the Application with their name and location in a manner that broadcasts to all Members that the Commercial Business accepts Pearls for barter transactions.


2. General.
   
   This Agreement sets forth the terms and conditions that apply to barter club membership in the Oyster Farm, and the use of this Application by Members. By using this Application (other than to read this Agreement for the first time), you agree to comply with all of the terms and conditions hereof.
   
   The barter functionality and tracking in the Application is intended to record the bartering of goods and services in units of account called Pearls between Members by providing third-party record-keeping services. We are not parties to, make no representations, promises, or warranties as to, and have no responsibility or liability with respect to any transactions, communications, interactions, disputes, or any other relations whatsoever (collectively, “transactions”) between you and any other Member. All Members must conduct any necessary, appropriate, prudent or judicious investigation, inquiry, research or due diligence with respect to their relations with any Members that offer goods and services through the Application.
   
   Oyster Farm, at its sole discretion, reserves the right, in its sole discretion, to terminate any Member’s account in the event that Oyster Farm finds the goods and services being bartered illegal or objectionable, or determines that the Member conducts its barter transactions in a manner contrary to the purpose and/or nature of barter transactions in general, and/or in a manner that harms the operations or reputation of Application and/or Oyster Farm.
   
   Oyster Farm is considered a third-party record keeper through a modern app-based barter platform. Individuals, Gig Economy Participants and Commercial Businesses barter goods and services using Pearls. A “Pearl” is an accounting unit used to record an agreed upon value of goods or services exchanged with another Member. Pearls may be used only for the purposes set forth in this Agreement and are not to be considered as currency, legal tender, securities, or commodities and may not be redeemed for U.S. Dollars or other cash. We disclaim responsibility for the negotiability of Pearls and the availability of goods or services purchasable with Pearls. Pearls may only be transferred as part of a mutually agreed upon and consummated barter transaction except where explicitly permitted otherwise (i.e., gifting or donations).
   
   When a Member barters for goods or services using Pearls, the Pearls will be credited or debited accordingly from the Member’s account.




PRIVILEGES/OBLIGATIONS/PENALTIES

PLEASE READ THIS SECTION THOROUGHLY, AS IT OUTLINES THE FRAMEWORK FOR ACCOUNT MANAGEMENT AND MAINTENANCE THAT YOU, AS A MEMBER OF THE OYSTER FARM BARTER CLUB, AGREE TO UPON JOINING. THIS SECTION DETAILS CERTAIN PRIVILEGES THAT MAY BE EXTENDED TO YOU AND YOUR OBLIGATION TO MAINTAIN YOUR ACCOUNT IN GOOD STANDING. THIS SECTION ALSO EXPLAINS THE PENALTIES THAT MAY BE IMPOSED IF YOU FAIL TO COMPLY WITH ESTABLISHED RULES AND OBLIGATIONS.

BY PARTICIPATING IN THE OYSTER FARM BARTER CLUB, YOU ACKNOWLEDGE AND CONSENT TO THE POSSIBILITY OF PENALTIES BEING LEVIED IN THE EVENT OF NON-COMPLIANCE WITH CLUB RULES. FURTHERMORE, YOU EXPRESSLY AGREE THAT SHOULD A PENALTY BE ASSESSED, THE CLUB HAS YOUR CONSENT TO CHARGE THE PENALTY AMOUNT VIA THE SAME MECHANISM USED TO CHARGE THE MONTHLY MEMBERSHIP FEE.



PRIVILEGES

The Oyster Farm operates in part as a barter club for the mutual social and economic benefit of all members in the Boulder community and those who wish to engage in barter for business or personal economic benefit and satisfaction and for the benefit of the overall local Boulder economy.

Designed to facilitate mutually beneficial barter activity beyond the more common, historical, one-off/simple one-to-one barter, the Oyster Farm barter club allows, in many instances, for the two halves of common everyday transactions (i.e., the providing of something to barter; the acquiring of something from barter) to be completed at different times and with different members. This model, which is based on our unit of barter referred to as a “Pearl” (e.g. PEARL = $1), supports a deeper, more dynamic and more flexible barter environment for all members.

To further enhance this flexibility, Oyster Farm has established a defined framework that permits club members to participate in barter transactions that may result in a temporary negative Pearl balance. Members who utilize this privilege are expected to bring their floating barter balance of Pearls (when negative) back to a net zero (or net positive) within a club-established grace period end date. When the floating barter balance of Pearls is brought back to net zero (or net positive) the grace period will reset for that member – again permitting a negative balance for the new, updated designated grace period.

By joining the Oyster Farm, members accept this framework of flexibility as a core principle of the club's barter model and agree to exercise the discipline required to properly manage their account in accordance with all rules and obligations set forth in this agreement and in the Terms of Service. A member granted this privilege acknowledges that it comes with the responsibility to meet certain transactional obligations and subjects them to the possibility of penalties being assessed for non-compliance.

Oyster Farm club members in good standing (which will be determined at the sole discretion of Oyster Farm) are permitted to carry a negative balance of:

• Commercial business members: maximum negative balance = 1,000 Pearls, grace period one year. (Larger limits and time extensions can be requested for qualified commercial businesses by contacting support@oysterfarm.org)
• Individual members: maximum negative balance = 100 Pearls, grace period 6 months
• Student members: maximum negative balance = 50 Pearls, grace period 4 months
• Senior individual members: maximum negative balance = 200 Pearls, grace period 6 months




OBLIGATIONS

Members of the Oyster Farm barter club are expected to demonstrate responsible stewardship towards both fellow club members and the wider Boulder community. This means engaging in transactions with honesty, goodwill, and good intentions, thereby supporting the collective social and economic goals of the club. All member actions should consistently reflect the core values of fairness and integrity, helping to foster a trustworthy social and economic environment, and contribute to the overall success of the Oyster Farm ecosystem and the Boulder community.

At the sole discretion of the Oyster Farm, members who violate the letter or the spirit of the rules governing transactions and behavior will have their accounts suspended for a period of time determined by the Oyster Farm. The Oyster Farm may also, at its sole discretion, close the account of a member who violates the letter or the spirit of the Oyster Farm or conducts barter transactions or behaves in a manner inconsistent with any federal, state, and local regulation or the public benefit principles of the Oyster Farm.

If a member closes their account or if a member’s account is closed by the Oyster Farm, any negative balance of Pearls will be handled in accordance with the Penalties section below. Any positive balance of Pearls in a closed account will be forfeited by the member, even if the account is subsequently reopened at a later date.



PENALTIES

The Oyster Farm is committed to achieving part of its public benefit mission through an accommodatively flexible barter component in the app that does not include the fees typically associated with banking, credit, or other financial transactions, such as commissions, interest charges, or transaction fees. However, while the goal is for penalties to be rare or non-existent, should a member fail to manage their account in accordance with the Privileges and Obligations section above and does not return their negative floating barter balance of Pearls to net-zero (or net positive) by the indicated grace period end date, an automatic penalty will be applied. The penalty will be calculated at a rate equal to one dollar per negative Pearl in the member’s account. The penalty will be automatically charged via the same mechanism used to charge the member’s monthly membership fee.

A penalty may be imposed, or a forfeiture of Pearls may occur, if a member’s account is closed per rules outlined in the Privileges and Obligations sections above. If at the time of account closure the member’s account has a negative floating barter balance of Pearls, the member will be charged a penalty equal to the number of negative Pearls in the member’s account times one US dollar per Pearl. This amount will be charged via the same mechanism used to charge the member’s monthly membership fee If at the time of account closure the member’s account has a positive floating barter balance of Pearls, the member will forfeit the Pearls in their account.

These potential penalties and forfeitures are intended to encourage compliance with the barter privileges and obligations. By agreeing to the terms of service, members consent to the potential forfeitures, penalties and charges described in this section for non-compliance. The Oyster Farm may at its discretion send notifications to a member reminding them that their grace period will be expiring soon. However, in all cases, whether the Oyster Farm sends reminder notifications or not, members are responsible for closely monitoring their account balances and grace period deadlines to avoid penalties being assessed.

The Oyster Farm retains the right, in its sole discretion, to distribute all collected penalties and Pearl forfeitures in a manner consistent with the public benefit mission of the organization (such as supporting local 501c3 non-profits or other beneficial charitable organizations in the community) or to support necessary and normal accounting and operating expenses of the Oyster Farm.

Members should be aware that avoiding penalties may be challenging for those that utilize the privilege of a carrying a temporary negative balance – particularly during the early stages of the Oyster Farm’s operation and during the initial months of membership in the Oyster Farm barter club. Again, it is important for members to exercise caution and thoughtful consideration before using the privilege of carrying a negative Pearl balance. Before bartering in a way that may lead to a negative floating barter balance of Pearls, members are encouraged to ensure that they are prepared to accept the penalty charge if imposed due to the inability or unwillingness to return the account balance to net zero (or net positive) within the grace period. It is important that members continually determine if a negative floating barter balance of Pearls is consistent with the member’s personal comfort and financial wherewithal to take on the potential penalty that could be imposed.


3. Taxes.
   
   All barter transactions are recorded in units of account called Pearls which for tax purposes are considered to be equivalent in value to US Dollars. Barter transactions may be taxable events for municipal, state/provincial and federal tax purposes. All Pearls received and all Pearls used in barter transactions are captured, recorded and tracked in the Application and for tax purposes are treated as taxable events in the year in which the barter transaction occurred.
   
   Members may also be responsible for the remission of additional taxes such as state and local sales and use tax, and state, local, and federal payroll taxes, where applicable. Members may negotiate barter transactions in Pearls in a manner that takes into account these taxes. Although Members may negotiate and receive an amount of Pearls for goods and services that includes these additional taxes.
   
   Oyster Farm reports all required information to the appropriate taxing authorities. This means that, Oyster Farm may be required to provide detailed information to the IRS or your local or state taxing authorities about a Member including but not limited to the Member’s name, address and social security number or employer identification number, as well as the Member’s barter transactions including but not limited to: date of transaction, amount of Pearls transacted expressed in US Dollars, name of Member the barter transaction was conducted with, and identified general categorized purpose of the barter transaction.
   
   When Members join the Oyster Farm, federal law requires Oyster Farm to obtain from those that engage in barter transactions a Form W-9, Request for Taxpayer Identification Number and Certification to certify under penalty of perjury that Member’s taxpayer identification number (their social security number or employer identification number) is correct.
   
   For each tax year you are a Member, Oyster Farm will send you a Form 1099-B showing the value of U.S. Dollars, property, services, credits, or scrip you received from transactions conducted with Pearls. Ultimately, the declaration and reporting of all applicable local, municipal, state/provincial and federal taxes, including but not limited to appropriate sales and excise taxes, resulting from your transactions rests solely with you. We encourage you to consult a CPA or tax professional to determine the best way to record and account for transactions using Pearls. If you are issued a 1099, it will be available on the Application unless you request a copy be mailed to you in writing.
   
   Tax information is kept as required by law and even upon request for deletion may be retained if required by law.


4. Security and Uptime.
   
   You acknowledge that the Internet is not a secure environment and sometimes there are interruptions in service or events that are beyond the control of Oyster Farm. While Oyster Farm makes reasonable precautions against loss or theft of data, Oyster Farm shall not be responsible for any data lost or stolen while transmitting information on the Internet. While it is Oyster Farm’s objective to make the Application accessible 24 hours per day, 7 days per week, the Application may be unavailable at any time for any reason including, without limitation, routine maintenance.


5. Membership Features.
   
   Oyster Farm shall have the right at any time to change or discontinue any aspect or feature of the Application, including, but not limited to the Commercial Businesses available; the addition of features on the Application for Members; the services available to Members; and the equipment or software needed for access or use of the Application. Oyster Farm may discontinue or eliminate feature on the Application; may discontinue relationships with Commercial Businesses; may change or eliminate any transmission method of Member benefits; and/or may change transmission speeds or other signal characteristics on the Application. Further, Oyster Farm may request additional information at any time by Members to update or enhance Membership benefits or to enhance the benefits and/or use of the Application.


6. Modified Terms.
   
   Oyster Farm reserves the right at all times to modify any conditions of these Terms of Use and/or our Privacy Policy, a copy of which is available here, as Oyster Farm deems necessary or desirable without prior notification to you. Such changes may include, among other things, the adding of certain fees or charges, the deletion of certain rights, and the requirement of more personal information to maintain Membership. If Oyster Farm makes changes to our Terms of Use and Privacy Policy and you continue to use the Application, you are impliedly agreeing to the Terms of Use and Privacy Policy expressed herein. Any such deletions or modifications shall be effective immediately upon Oyster Farm’s posting thereof. Any use of the Application by you after such notice shall be deemed to constitute acceptance by you of such modifications.


7. Equipment.
   
   You are responsible for safeguarding your login information. You are responsible for obtaining and maintaining all telephone, computer hardware, printers, and other equipment needed for access to and use of this Application. Oyster Farm shall not be liable for any damages to the Member’s equipment resulting from the use of this Application. If you believe your login information has been compromised, you should reach out to Oyster Farm at support@oysterfarm.org.


8. Member Conduct.
   
   You agree and acknowledge that this Application is for the commercial use of Oyster Farm club Members. You agree and acknowledge that this Application, including all pages contained within, are private property. All interactions on this Application must comply with these Terms of Use.
   
   You represent, warrant, and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Application will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.
   
   In addition, you agree not to use this Application to:
   • harvest or collect email addresses or other contact information of other Members by electronic or other means for the purposes of sending unsolicited emails, or other unsolicited communications;
   • use this Application in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Application;
   and/or
   • use automated scripts to collect information from or otherwise interact with the Application.
   
   The foregoing provisions of this Section 8 apply equally to, and are for the benefit of Oyster Farm, its parent, its subsidiaries, affiliates, and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.


9. Copyright.
   
   All content on the Application, including, but not limited to, designs, text, graphics, pictures, video, information, music, sound, and other files, and their selection and arrangement (the ”Site Content”), are the proprietary property of Oyster Farm, the businesses that advertise on the Application, and/or its licensors, with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Oyster Farm’s prior written permission. Any violation of this policy may result in a copyright, trademark, or other intellectual property right infringement that may subject Member to civil and/or criminal penalties.
   
   This Application contains copyrighted material, trademarks, and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music, sound, and the entire contents of Oyster Farm protected by copyright as a collective work under the United States copyright laws. Oyster Farm owns a copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to it. Member may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Member may not upload or republish Site Content on any Internet, Intranet, or Extranet site or incorporate the information in any other database or compilation.
   
   Oyster Farm does not permit use of any data mining, robots, scraping, or similar data gathering or extraction methods. Members may download, print, and/or save copyrighted material for Members’ personal use only. Members acknowledges that he does not acquire any ownership rights by downloading copyrighted material.
   
   By submitting material to this Application, Member warrants that the owner of such material has expressly granted Oyster Farm the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or hereafter developed for the full term of any copyright that may exist in such material. Member also permits any other Members to access, view, store, or reproduce the material for that Member’s personal use. Member hereby grants Oyster Farm the right to edit, copy, publish and distribute any material made available on this Application by Member.
   
   Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise.
   
   The foregoing provisions of Section 9 apply equally to and are for the benefit of Oyster Farm its subsidiaries, affiliates, its third-party content providers, and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.


10. Trademarks.
    
    All rights in respect to Oyster Farm trademarks are hereby expressly reserved. Unless otherwise indicated, all other trademarks appearing on Oyster Farm are the property of their respective owners.
    
    Trademarks that are located on the Application shall not be deemed to be in the public domain but rather the exclusive property of Oyster Farm, unless such site is under license from the Trademark owner thereof in which case such license is for the exclusive benefit and use of Oyster Farm, unless otherwise stated.


11. Copyright, Trademark, and Intellectual Property Complaints.
    
    Oyster Farm prohibits Members from uploading, posting, or otherwise transmitting on the Application any materials that violate another party’s intellectual property rights. When Oyster Farm receives proper notification of an alleged copyright infringement, Oyster Farm promptly removes or disables access to the allegedly infringing material upon conclusion the material infringes upon another’s rights and terminates the accounts of repeat infringers as described herein in accordance with the Digital Millennium Copyright Act. If you believe that any material on the Application infringes upon any copyright that you own or control, you may send a written notification of such infringement to our Designated Agent.
    
    Oyster Farm may, at its sole discretion, terminate Members who are deemed by Oyster Farm to have committed copyright infringement, whether or not there is any repeat infringement.


12. Third Party Websites and Content.
    
    Should Application contain links to other web sites (”Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, or items belonging to or originating from third parties (the ”Third Party Content”). Such Third-Party Sites and Third-Party Content will not be investigated, monitored, or checked for accuracy, appropriateness, or completeness by Oyster Farm. Oyster Farm is not responsible for any Third-Party Sites accessed through the Application or any content posted by any Members on this Application or any Third-Party Sites regarding Oyster Farm. If you decide to leave the Application and access the Third-Party Sites, you do so at your own risk and you should be aware that Oyster Farm’s terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from this Application. This includes any use of the Oyster Farm social media sites (for example, Facebook, Instagram, TikTok, etc.).


13. Third Party Content.
    
    Any opinions, advice, statements, services, job postings, offers, or other information or content expressed or made available by Commercial Businesses are those of the respective author(s) and not of Oyster Farm. Neither Oyster Farm nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. In many instances, the content available through this Application represents the opinions and judgments of the businesses that advertise through this Site and/or Application and not those of Oyster Farm. Under no circumstances will Oyster Farm be liable for any loss or damage caused by Member’s reliance on information obtained through Oyster Farm. It is the responsibility of Member to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, etc., or other content available through Oyster Farm. It is also the responsibility of Members to ensure that any advertised discount by another Member will be honored prior to bartering for any goods or services with that Member.


14. Disclaimer of Warranty; Limitation of Liability.
    
    MEMBER EXPRESSLY AGREES THAT USE OF THIS APPLICATION IS AT MEMBER’S SOLE RISK. IN NO EVENT WILL OYSTER FARM OR ITS OWNERS, DIRECTORS, MEMBERS, EMPLOYEES, AFFLIATES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE APPLICATION OR RESULTING FROM THE BARTERING OF ANY GOODS OR SERVICES WITH OTHER MEMBERS.
    
    NEITHER OYSTER FARM, ITS AFFILIATES NOR ANY OF THEIR OWNERS, AFFILIATES, DIRECTORS, MEMBERS, RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT USE OF THE APPLICATION OR THE MEMBERSHIP WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS APPLICATION, OR (II) THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED ON THIS APPLICATION OR BY COMMERCIAL BUSINESSES WHO ADVERTISE ON THIS APPLICATION.
    
    MEMBERSHIP IN THE OYSTER FARM AND THE USE OF THE APPLICATION IS MADE AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF COMMERCIAL BUSINESS USERABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
    
    THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY, EITHER BODILY OR FINANCIALLY, CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION RESULTING FROM THE USE OF THIS APPLICATION. MEMBER SPECIFICALLY ACKNOWLEDGES THAT OYSTER FARM IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER MEMBERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH MEMBER.
    
    THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY, EITHER BODILY OR FINANCIALLY, CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION TO MEMBER RESULTING FROM THE USE OF MEMBERSHIP. MEMBER SPECIFICALLY ACKNOWLEDGES THAT OYSTER FARM IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY MEMBERS AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH THE MEMBER.
    
    IN NO EVENT SHALL OYSTER FARM, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THIS APPLICATION OR THE CONTENTS HEREOF, INCLUDING ANY SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS APPLICATION. MEMBER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THIS APPLICATION. IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER OYSTER FARM, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THIS APPLICATION, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE MEMBER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY.
    
    NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING WITHOUT LIMITATION LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. OYSTER FARM IS NOT RESPONSIBLE FOR ANY CONTENT THAT A MEMBER, COMMERCIAL BUSINESS USER, OR AN UNAUTHORIZED MEMBER MAY POST ON THIS APPLICATION. ANY CONTENT THAT IS POSTED OR UPLOADED THAT IS OR MAY BE DEEMED UNSUITABLE CAN AND MAY BE TAKEN DOWN BY OYSTER FARM. MOREOVER, OYSTER FARM RESERVES THE RIGHT TO EDIT, CHANGE, ALTER, DELETE, AND PROHIBIT ANY AND ALL CONTENT THAT IT, OYSTER FARM, DEEMS UNSUITABLE. BY USE OF THIS APPLICATION, MEMBERS AGREE THAT THEIR CONTENT MAY BE REMOVED ANYTIME.
    
    YOU AGREE AND ACKNOWLEDGE THAT THE GOODS, SERVICES, CERTIFICATES, VOUCHERS AND COUPONS OFFERED BY MEMBERS THROUGH THIS APPLICATION TO MEMBERS ARE BEING OFFERED BY THIRD PARTY COMMERCIAL BUSINESSES AND OTHER MEMBERS, AND THAT OYSTER FARM MAKES NO GUARANTEE AS TO THE CONDITION OF THE GOODS, SERVICES, CERTIFICATES, VOUCHERS OR COUPONS. YOU ACKNOWLEDGE AND AGREE TO RELEASE AND HOLD HARMLESS OYSTER FARM FOR ANY DAMAGES, INCLUDING PHYSICAL, MENTAL, OR MONETARY DAMAGES SUFFERED BY YOU OR A THIRD PARTY RESULTING FROM THE USE OR THIS APPLICATION OR GOODS, SERVICES, CERTIFICATES, VOUCHERS OR COUPONS PURCHASED BY COMMERCIAL BUSINESSES THAT ADVERTISE THROUGH THIS APPLICATION OR OFFER DISCOUNTS THROUGH THE OYSTER FARM PROGRAM. THE ONLY REMEDY FOR ANY DAMAGES IS THROUGH THE MEMBER OPFEERING THAT PRODUCT, SERVICE, CERTIFICATES, VOUCHERS OR COUPON.
    
    OYSTER FARM’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO OYSTER FARM IN THE SIX MONTHS PRIOR TO THE LIABILITY BEING INCURRED, BUT IN NO CASE WILL OYSTER FARM’S LIABILTY TO YOU EXCEED $100.00. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO OYSTER FARM, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM OYSTER FARM, REGARDLESS OF THE CAUSE OF ACTION.
    
    CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.


15. Monitoring.
    
    Oyster Farm shall have the right to monitor the content of the Application at all times, including viewing of any information in a Member’s personal account on the Application, to determine compliance with this Agreement and any operating rules established by Oyster Farm, as well as to satisfy any applicable law, regulation, or authorized government request. Without limiting the foregoing, Oyster Farm shall have the right to remove any material that Oyster Farm, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.


16. Privacy.
    
    Oyster Farm cares about the privacy of our Members. Click here to view Oyster Farm’s Privacy Policy.


17. Submissions.
    
    You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Application (“Submissions”), provided by you to Oyster Farm, are non-confidential and shall become the sole property of Oyster Farm. Oyster Farm shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. By posting communications to, on, or through this Application, Member shall be deemed to have granted to Oyster Farm a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, advertise with, and display the communication alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees.


18. Termination.
    
    Oyster Farm may terminate this Agreement at any time. Without limiting the foregoing, Oyster Farm shall have the right to immediately terminate membership of any Member or accounts of any Member in the event of any conduct by that Member that Oyster Farm, in its sole discretion, considers to be unacceptable, or in the event of any breach by the Member of this Agreement. Member further agrees and acknowledges that Oyster Farm may change the requirements to use Oyster Farm at any point in time and that if Member does not agree to any new requirements, Oyster Farm may terminate Member’s rights to use the Application immediately.
    
    Oyster Farm may terminate your membership, delete any content or information that you have posted on the Application, and/or prohibit you from using or accessing the Application for any reason, or no reason, at any time in its sole discretion, with or without notice. In addition, Oyster Farm may terminate an Individual’s account immediately if it believes Individual is under 18 years of age or not a resident of Boulder County, Colorado or has violated these Terms of Use. Oyster Farm may terminate a Commercial Business account immediately if it believes Commercial Business is not in good standing with the State of Colorado or not operating in accordance with federal, state, or local legal requirements, or has violated these Terms of Use.


19. Member Disputes.
    
    Members offering goods, services, certificates, vouchers, and coupons are solely responsible for their interactions with Members who barter for the use of their goods, certificates, vouchers, or coupons. Oyster Farm reserves the right, but has no obligation, to monitor disputes between Members.


20. Waiver.
    
    No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant, or agreement contained herein or therein and, in any documents delivered in connection herewith or therewith. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.


21. Headings.
    
    The headings and captions of this Agreement are for convenience and reference only and in no way define, describe, extend, or limit the scope or intent of this contract, or the intent of any provisions hereof.


22. Severability.
    
    If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement and the remaining portions of this Agreement shall continue in full force and effect.


23. Governing Law; Venue and Jurisdiction.
    
    By signing up and becoming an Oyster Farm club Member, you agree that the laws of the State of Colorado, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and Oyster Farm or any of Oyster Farm’s affiliates. You agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Colorado, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Colorado.


24. Attorney Fees and Collection Costs.
    
    In the event that litigation results from, or arises out of, this Agreement or the performance thereof, the parties agree that the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, shall be reimbursed by the non-prevailing party, in addition to any other relief to which the prevailing party may be entitled, including, but not limited to, any costs of collection.


25. Indemnity.
    
    You agree to indemnify and hold Oyster Farm, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners, and employees, harmless from and against any loss, liability, claim, demand, damages, costs, and expenses, including reasonable attorneys fees, arising out of or in connection with any use of the Application, your conduct in connection with the Application, or with other Members of the Application, or any violation of this Agreement or of any law or the rights of any third party.


26. No Assignment.
    
    No modification or amendment of this Agreement shall be valid unless in writing. Oral changes have no effect.


27. Successors and Assigns.
    
    Rights and obligations created by this contract shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.


28. Number and Gender.
    
    Whenever used, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders.


29. Definitions and Constructions.
    
    Unless otherwise specified, the terms ”includes”, “including”, “e.g.,”, ”for example”, and other similar terms are deemed to include the term ”without limitation” immediately thereafter. Terms used in these Terms with the initial letter(s) capitalized will have the meaning attributed to them in these Terms.