Terms & Conditions

Updated August 1, 2024

Welcome to the investor acquisition, management and engagement platform and website operated by Iroquois Valley Farmland REIT (the “Company”, “we” or “us”). These Terms and Conditions (this “Agreement”) govern the contractual relationship between the Company and the individual person or entity (“you” or “your”) who accesses, uses or registers to use the platforms or websites found at www. iroquoisvalley.com and Investor Cafe or any web address that resolves to either website, or content, service or feature available through the websites (collectively, the “Website”). Therefore, PLEASE READ THIS AGREEMENT CAREFULLY, IN ITS ENTIRETY, BEFORE ACCESSING, USING OR REGISTERING TO USE THE WEBSITE.

By accessing, using or registering to use the Website: (i) you represent and warrant that you are over the age of 18 and are lawfully able to enter in and agree to the Agreement; (ii) you accept and agree to be bound by the Agreement, including as it may be updated or revised from time to time by the Company, and all other terms and policies referenced or incorporated herein by reference; and (iii) you represent and warrant that you are authorized to enter into the Agreement on behalf of any entity if you are accessing, using or registering to use the Website on behalf of that entity. This Agreement may be modified at any time by the Company upon posting of the modified Agreement. Any such modifications shall be effective immediately.

1. Ownership

The Website is owned and operated by the Company. All content included on this Website is and shall continue to be the property of the Company or its content suppliers or service providers and is protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, use or publication by you of any such content or any part of the Website is prohibited, except as expressly permitted in this Agreement. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of this Website. 

2. Privacy Policy

The Company is committed to protecting your privacy. Please refer to our Privacy Policy for information on how we collect, use and disclose personal information.

3. Use of the Website

The Company grants you a limited, revocable, nonexclusive license to use the Website solely for your own personal and non-commercial use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. You agree not to copy materials on the Website, reverse engineer or break into the Website, or use materials, products or services in violation of any law. The use of the Website is at the discretion of the Company and the Company may terminate your use of the Website at any time.

The Website shall not be used other than for its intended purposes, as determined in the Company’s sole discretion. You are specifically prohibited from using the Website to defame, abuse, harass, bully, threaten or otherwise violate the legal rights (such as the rights of privacy and publicity) of others, and/or publish, post, distribute or disseminate any defamatory, infringing, obscene, pornographic, sexual, indecent or unlawful material or information, or engage in criminal behavior, or cause others to engage in any of the aforementioned conduct.

You understand and acknowledge that a purpose of the Website is to provide a technology platform that permits certain investors of the Company to provide, access, and view certain information regarding their investments.

Those portions of the Website that relate to current investment opportunities or to making investments in the securities offered therein are available only to certain qualified, registered and authorized users. Therefore, such portions may not be available in all jurisdictions.

For persons who are residents of the United States, only “accredited investors,” as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), with a valid username and password, are authorized to access certain services and web pages (such persons being referred to as “Accredited Investors”). The most common ways that individuals qualify as an Accredited Investor, for example, include that the individual has a net worth of more than $1 million (excluding their primary residence), or gross income for each of the last two years of at least $200,000 ($300,000 jointly with their spouse) with a reasonable expectation of a similarly qualifying income during the current year. Prior to making any investment through the Website, you will be required to provide supporting documents proving that you are an Accredited Investor or, if applicable, comply with the restrictions and limitations around investments available to non-Accredited Investors. Where Accredited Investor verification is required, you may use a third-party verification provider. Your failure to provide any information and documentation requested to confirm your status as an Accredited Investor or compliance with the restrictions on investment for non-Accredited Investors will be cause for us to discontinue your access to all or a portion of the Website.

Persons who are resident outside of the United States are allowed access to such investment opportunities only if such access does not violate the laws of their country of residence. Those portions of the Website that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where we or one of our affiliates are not authorized to provide such information or services.

4. Securities Offerings; No Professional Advice Provided

The information contained on this Website is not an offer to sell or a solicitation of an offer to buy any security. Any product or service discussed in this Website is intended for and is only appropriate for accredited and institutional investors and other qualified purchasers as determined by current SEC regulations and orders. The summary information available on this Website is for informational purposes only and prospective investors must review the complete offering materials provided by the Company and confirm eligibility requirements prior to considering any investment. 

Securities involve risk, and investment may result in a partial or total loss. Some of the statements herein may constitute forward-looking statements under federal securities laws. Such forward-looking statements are subject to various risks and uncertainties, including those described in offering circulars prepared for the purpose of offering and selling securities by the Company. Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance.

The Company and its affiliates are not liable for any investment decisions by visitors to or account holders on the Website. It is strongly recommended that any purchase or sale decision be discussed with a financial advisor, tax advisor, broker-dealer, or a member of any financial regulatory body. The information contained herein has been provided as an information service only. The accuracy or completeness of the information is not warranted and is only as reliable as the sources from which it was obtained.

Securities offerings are only made through our Offering Circular. No offer to sell securities or solicitation of an offer to buy securities is being made herein or in any state where such offer or sale is not permitted under the blue sky or state securities laws thereof. 

For additional information see the Disclaimer on the Website available here.

5. Trademarks

The Company and any other product or service name or slogan contained in the Website are trademarks of the Company or its content providers, suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the Company or the relevant trademark owner. The look-and-feel of the various aspects of the Website constitute a service mark, trademark and/or trade dress of the Company and may not be copied, imitated or used, in whole or in part, without the Company’s prior written permission.

6. Linked Internet Sites

The Company prohibits caching and the framing of any content available through the Website. The Company reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for the contents of any other internet sites linked to the Website. Access to any other internet sites linked to the Website is at the user’s own risk.

The Company is not responsible for, and does not adopt or otherwise incorporate by reference, any rule, regulation, privacy provision, confidentiality provision, transmission of personal data provision, or other provision from any third-party linked internet site that differs from those provisions provided on the Website. The Company expressly disclaims any and all liability related to any such provision set forth on a third-party internet site.

7. Registering For an Account

To obtain access to certain portions of the Website, you must apply for an account, and you agree to provide complete, true and accurate information when doing so. You agree to maintain such information current and accurate at all times. The Company reserves sole discretion over whether to grant you an account, and you agree to access the authorized sections of the Website and your account only by using the account number or username and password supplied to you by the Company. You may subsequently change your username and password.

You agree to provide banking information to the Company, as well as any other information as may be necessary for the purpose of transferring and facilitating payment.

You are responsible for maintaining the confidentiality of your account access information. You agree to take reasonable steps to prevent others from obtaining your access information and to notify the Company of any unauthorized access or need to update or remove access for any of your employees or agents.

8. Your Consent to Electronic Transactions & Disclosures

The Company or an affiliate (or a third-party servicer or escrow provider that we may retain) may receive payments, and makes all disbursements, through certified check, wire transfer or electronic funds transfers (ACH transfers) using the bank (or other financial institution) account information you provide to us. You will authorize such bank or other financial account to pay any amounts you agree to invest and authorize the Company (or any such third-party servicer or escrow provider) to make any and all investment disbursements to such account. You agree to provide the Company with updated information regarding your bank or other account upon the Company’s request and at any time that the information earlier provided is no longer valid.

As part of doing business with the Company, you consent to our provision of certain disclosures electronically, either via our Website or to the email address you provide to us. You further agree to receiving electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099 or other tax forms, schedules or information statements, arising from, in connection with or relating to your registration as an investor on the Website, any investments you may make, your use of the Website, and the servicing of any investment you may make (each, a “Disclosure”), from the Company or any service provider we may use. The decision to do business with the Company electronically is yours. This Agreement informs you of your rights concerning Disclosures.

Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transaction to which such Disclosures relate. Your consent will remain in effect until such time as all Disclosures relevant to all transactions in which you are involved have been made.

You may not withdraw such consent as long as you have any outstanding investments made through the Website. If you have no outstanding investments made through the Website and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.

You also expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular or mobile telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.

9. Confidentiality of Information

Should you receive information from the Company or through the Website with respect to any investment activity, you may not further disclose or otherwise provide such information to another party.

You are entrusted with any information you receive on this Website from the Company, or other investors with respect to any investment activity. You acknowledge and agree to keep such information confidential. To the extent you opt not to review such confidential documents about potential investments, you acknowledge and agree that you assume the risk that such additional information may be relevant to your decision to invest in a particular investment opportunity and you knowingly accept the risks of not reviewing such information. You agree that the Company, at its sole discretion and to the extent permitted by law, may access, read, preserve and disclose your account information, usage history and submitted content as set forth in our Privacy Policy and in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any such content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of the Company, users of the Website, or the public.

10. Your Content

By uploading, posting, or otherwise providing content to the Website, you hereby grant the Company a perpetual, irrevocable, worldwide right and license to copy, use, reproduce, distribute, redistribute, publish, republish, upload, post, transmit, broadcast, modify, alter, create derivative works of, package, repackage, produce and sell copies of such content through the Website.

You acknowledge that the Company prohibits the uploading, posting, or otherwise providing to the Website any content or any other material that infringes on any patent, trademark, copyright, trade secret, right of privacy, right of publicity, or any other applicable law or proprietary right.

By uploading, posting, or otherwise providing content to the Website, you represent and warrant that:

• you have the legal capacity and authority to grant the rights and license set forth herein;
• the content that you submit to the Website does not infringe any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defame or cast into disrepute in any manner any third party; and
• the content that you submit to the Website is or was not obtained in an unlawful way that can lead to civil or criminal liabilities. You indemnify and hold the Company harmless from any claims concerning or relating to content that you upload, post, blog, or otherwise provide to the Website.

You agree that the Company and its directors, officers, employees, partners, agents or vendors shall not be liable for any damages, whether direct, indirect, consequential or incidental, relating to, arising out of or in connection with the use of, or the inability to use, content that you upload, post, or otherwise provide to the Website.

The Company reserves the right to take any actions that it deems necessary to protect its rights, all rights of which are specifically reserved.

11. Notification of Copyright Infringement

The Company respects the intellectual property rights of others and has established the following procedure for receiving notice of infringement in compliance with the Digital Millennium Copyright Act (“DMCA”). Notices should be submitted to the Company’s copyright agent via email to info@iroquoisvalleyfarms.com.

To be effective, the notice should include:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or a representative list of such works;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Company to locate the material on the Website;
• Information reasonably sufficient to permit the Company to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

12. Violation of Agreement

You agree to comply with all applicable laws regarding your use of the Website. You further agree that information provided by you is truthful and accurate to the best of your knowledge. If you are outside the United States you must comply with all local laws with respect to your online conduct, as well as the export of data to the United States or to your country or residence. The Company reserves the right to seek all remedies available at law and in equity for violations of the Agreement, including the right to block access from a particular Internet address to the Website, or report misuses to law enforcement.

The Company operates the Website and reserves the right to change the Agreement at any time and from time to time without notice. The failure of the Company to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. The section titles herein are for convenience only and have no legal or contractual effect.

13. Indemnity

You agree to indemnify and hold the Company, its affiliates, and each of its respective directors, officers, employees, shareholders, partners and agents (collectively, the “Indemnified Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees) incurred by any Indemnified Party arising out of, as a result of or in connection with any breach or alleged breach by you or anyone acting on your behalf of any term set forth in the Agreement. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third-parties arising out of your use of any content or information or service accessed from this Website.

14. Disclaimer

THE INFORMATION ON THIS WEBSITE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. YOU AGREE THAT USE OF THIS WEBSITE IS AT YOUR SOLE RISK. THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE WEBSITE SHALL BE TO DISCONTINUE USING THE WEBSITE.

15. Limitation of Liability

THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, LOSS OF DATA, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH DAMAGES WERE REASONABLY FORESEEABLE OR THE COMPANY WAS GROSSLY NEGLIGENT. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED $100.

You may have additional rights under certain laws which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.

16. Access to Password Protected/Secure Areas

Access to and use of password protected and/or secure areas of the Website is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Website may be subject to prosecution.

17. Termination

Notwithstanding anything in the Agreement, the Company reserves the right, without notice and in its sole discretion, to terminate the Agreement, your account, and/or to block your use of the Website.

To terminate your account please contact us at info@iroquoisvalleyfarms.com.

18. Jurisdiction and Venue

This Website is controlled and operated by the Company from its offices within the United States of America. Any claim relating to the Website shall be governed by the internal substantive laws of the State of Illinois. You and the Company agree to submit to the personal and exclusive jurisdiction of the courts located within the State of Illinois. You agree that regardless of any statute or law to the contrary, any claim or cause of action by you against the Company arising out of, in connection with or related to your use of the Website or the Agreement must be filed by you within one year after such claim or cause of action arose.

19. Severability

If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

20. Waiver

The failure of the Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by the Company must be in writing and signed by an authorized representative of the Company.

21. Relationship of the Parties

Nothing contained in this Agreement or your use of the Website shall be construed to constitute either party as a partner, joint-venturer, employee or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.

22. Entire Agreement

This Agreement constitutes the entire agreement between you and the Company regarding your use of and access to the Website, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Company with respect to Website. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including the Privacy Policy), guidelines, or rules that may apply when you use the Website. 

23. Contacting the Company

If you have any questions about this Agreement, you may contact us by mail at the following address: info@iroquoisvalleyfarms.com.